STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
DEPOSITOR
U.S. BANK NATIONAL ASSOCIATION,
TRUSTEE
WELLS FARGO BANK, NATIONAL ASSOCIATION,
MASTER SERVICER AND SECURITIES ADMINISTRATOR
and
EMC MORTGAGE CORPORATION
SPONSOR AND COMPANY
________________________________________
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of October 6, 2006
________________________________________
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates
Series 2006-3
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans to Trustee...................................................79
Section 2.02. Acceptance of Mortgage Loans by Trustee...................................................81
Section 2.03. Assignment of Interest in the Mortgage Loan Purchase Agreement and the
Subsequent Mortgage Loan Purchase Agreement...............................................84
Section 2.04. Substitution of Mortgage Loans............................................................86
Section 2.05. Issuance of Certificates..................................................................87
Section 2.06. Representations and Warranties Concerning the Depositor...................................88
Section 2.07. Conveyance of the Subsequent Mortgage Loans...............................................89
Section 2.08. Purposes and Powers of the Trust..........................................................92
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer...........................................................................93
Section 3.02. REMIC-Related Covenants...................................................................94
Section 3.03. Monitoring of Servicers...................................................................94
Section 3.04. Fidelity Bond.............................................................................96
Section 3.05. Power to Act; Procedures..................................................................96
Section 3.06. Due-on-Sale Clauses; Assumption Agreements................................................97
Section 3.07. Release of Mortgage Files.................................................................97
Section 3.08. Documents, Records and Funds in Possession of Master Servicer To Be Held
for Trustee...............................................................................98
Section 3.09. Standard Hazard Insurance and Flood Insurance Policies....................................99
Section 3.10. Presentment of Claims and Collection of Proceeds..........................................99
Section 3.11. Maintenance of the Primary Mortgage Insurance Policies....................................99
Section 3.12. Trustee to Retain Possession of Certain Insurance Policies and Documents.................100
Section 3.13. Realization Upon Defaulted Mortgage Loans................................................100
Section 3.14. Compensation for the Master Servicer.....................................................100
Section 3.15. REO Property.............................................................................100
Section 3.16. Annual Statement as to Compliance........................................................101
Section 3.17. Assessments of Compliance and Attestation Reports........................................102
Section 3.18. Reports Filed with Securities and Exchange Commission....................................104
Section 3.19. The Company..............................................................................114
Section 3.20. UCC......................................................................................114
Section 3.21. Optional Purchase of Defaulted Mortgage Loans............................................114
Section 3.22. Reserved.................................................................................114
Section 3.23. Intention of the Parties and Interpretation..............................................114
ARTICLE IV
ACCOUNTS
Section 4.01. Protected Accounts.......................................................................115
Section 4.02. [Reserved]...............................................................................117
Section 4.03. [Reserved]...............................................................................117
Section 4.04. Distribution Account.....................................................................117
Section 4.05. Permitted Withdrawals and Transfers from the Distribution Account........................119
Section 4.06. Reserve Fund.............................................................................121
Section 4.07. Class XP Reserve Account.................................................................123
Section 4.08. Pre-Funding Account and Pre-Funding Reserve Account......................................123
Section 4.09. Interest Coverage Account................................................................125
ARTICLE V
CERTIFICATES
Section 5.01. Certificates.............................................................................127
Section 5.02. Registration of Transfer and Exchange of Certificates....................................138
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates........................................141
Section 5.04. Persons Deemed Owners....................................................................142
Section 5.05. Transfer Restrictions on Residual Certificates...........................................142
Section 5.06. Restrictions on Transferability of Certificates..........................................143
Section 5.07. ERISA Restrictions.......................................................................144
Section 5.08. Rule 144A Information....................................................................145
ARTICLE VI
PAYMENTS TO CERTIFICATEHOLDERS
Section 6.01. Distributions on the Group I Certificates................................................145
Section 6.02. Distributions on the Group II Certificates and the Group III Certificates................149
Section 6.03. Allocation of Losses and Subsequent Recoveries on the Group I Certificates...............160
Section 6.04. Allocation of Losses and Subsequent Recoveries on the Group II
Certificates and the Group III Certificates..............................................161
Section 6.05. Cross-Collateralization..................................................................165
Section 6.06. Payments.................................................................................165
Section 6.07. Statements to Certificateholders.........................................................166
Section 6.08. Monthly Advances.........................................................................169
Section 6.09. Compensating Interest Payments...........................................................169
Section 6.10. Distributions on REMIC Regular Interests.................................................169
ARTICLE VII
THE MASTER SERVICER
Section 7.01. Liabilities of the Master Servicer.......................................................170
Section 7.02. Merger or Consolidation of the Master Servicer...........................................170
Section 7.03. Indemnification of the Trustee, the Master Servicer and the Securities
Administrator............................................................................171
Section 7.04. Limitations on Liability of the Master Servicer and Others...............................171
Section 7.05. Master Servicer Not to Resign............................................................172
Section 7.06. Successor Master Servicer................................................................173
Section 7.07. Sale and Assignment of Master Servicing..................................................173
ARTICLE VIII
DEFAULT
Section 8.01. Events of Default........................................................................173
Section 8.02. Successor to Act; Appointment of Successor...............................................176
Section 8.03. Notification to Certificateholders.......................................................177
Section 8.04. Waiver of Defaults.......................................................................177
Section 8.05. List of Certificateholders...............................................................178
ARTICLE IX
CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01. Duties of Trustee and Securities Administrator...........................................178
Section 9.02. Certain Matters Affecting the Trustee and the Securities Administrator...................180
Section 9.03. Trustee and Securities Administrator Not Liable for Certificates or
Mortgage Loans...........................................................................182
Section 9.04. Trustee and Securities Administrator May Own Certificates................................182
Section 9.05. Trustee's and Securities Administrator's Fees and Expenses...............................182
Section 9.06. Eligibility Requirements for Trustee and Securities Administrator........................183
Section 9.07. Insurance................................................................................183
Section 9.08. Resignation and Removal of the Trustee and Securities Administrator......................183
Section 9.09. Successor Trustee and Successor Securities Administrator.................................184
Section 9.10. Merger or Consolidation of Trustee or Securities Administrator...........................185
Section 9.11. Appointment of Co-Trustee or Separate Trustee............................................185
Section 9.12. Federal Information Returns and Reports to Certificateholders; REMIC
Administration...........................................................................186
ARTICLE X
TERMINATION
Section 10.01. Termination Upon Repurchase by EMC or its Designee or Liquidation of the
Mortgage Loans...........................................................................188
Section 10.02. Additional Termination Requirements......................................................191
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Intent of Parties........................................................................192
Section 11.02. Amendment................................................................................192
Section 11.03. Recordation of Agreement.................................................................193
Section 11.04. Limitation on Rights of Certificateholders...............................................194
Section 11.05. Acts of Certificateholders...............................................................194
Section 11.06. Governing Law............................................................................195
Section 11.07. Notices..................................................................................196
Section 11.08. Severability of Provisions...............................................................196
Section 11.09. Successors and Assigns...................................................................196
Section 11.10. Article and Section Headings.............................................................196
Section 11.11. Counterparts.............................................................................197
Section 11.12. Notice to Rating Agencies................................................................197
Section 11.13. Effectiveness of Amended and Restated Pooling and Servicing Agreement....................197
APPENDIX
Appendix 1 - Calculation of REMIC I Y Principal Reduction Amounts
Appendix 2 - Calculation of REMIC II Y Principal Reduction Amounts
EXHIBITS
Exhibit A-1 - Form of Class I-A Certificates
Exhibit A-2 - Form of Class I-M Certificates
Exhibit A-3 - Form of Class I-B-1 Certificates and Class I-B-2 Certificates
Exhibit A-4 - Form of Class I-B-3 Certificates
Exhibit A-5-1 - Form of Class R Certificates
Exhibit A-5-2 - Form of Class R-X Certificates
Exhibit A-6 - Form of Class B-IO Certificates
Exhibit A-7 - Form of Class I-XP Certificates
Exhibit A-8 - Form of Class II-A Certificates
Exhibit A-9 - Form of Class II-X Certificates
Exhibit A-10 - Form of Class II-B-1, Class II-B-2 and Class II-B-3 Certificates
Exhibit A-11 - Form of Class II-X-B Certificates
Exhibit A-12 - Form of Class II-B-4, Class II-B-5 and Class II-B-6 Certificates
Exhibit A-13 - Form of Class II-XP Certificates
Exhibit A-14 - Form of Class III-A Certificates
Exhibit A-15 - Form of Class III-X Certificates
Exhibit A-16 - Form of Class III-B-1, Class III-B-2 and Class III-B-3 Certificates
Exhibit A-17 - Form of Class III-B-4, Class III-B-5 and Class III-B-6 Certificates
Exhibit B - Mortgage Loan Schedule
Exhibit C - [Reserved]
Exhibit D - Request for Release of Documents
Exhibit E - Form of Affidavit pursuant to Section 960E(e)(4)
Exhibit F-1 - Form of Investment Letter
Exhibit F-2 - Form of Rule 144A and Related Matters Certificate
Exhibit F-3 - Form of Transferor Representation Letter
Exhibit G - Form of Amended and Restated Custodial Agreement
Exhibit H-1 - Bank of America Servicing Agreement
Exhibit H-2 - Chase Home Servicing Agreement
Exhibit H-3 - Chevy Chase Servicing Agreement
Exhibit H-4 - Countrywide Servicing Agreement
Exhibit H-5 - EMC Servicing Agreement
Exhibit H-6 - EverHome Servicing Agreement
Exhibit H-7 - First Horizon Servicing Agreement
Exhibit H-8 - GMACM Servicing Agreement
Exhibit H-9 - GreenPoint Servicing Agreement
Exhibit H-10 - Harbourside Servicing Agreement
Exhibit H-11 - HomeBanc Servicing Agreement
Exhibit H-12 - HSBC Servicing Agreement
Exhibit H-13 - Mid America Servicing Agreement
Exhibit H-14 - Morgan Stanley Servicing Agreement
Exhibit H-15 - PHH Servicing Agreement
Exhibit H-16 - Wells Fargo Servicing Agreement
Exhibit I - Assignment Agreements
Exhibit J - Form of Mortgage Loan Purchase Agreement
Exhibit K - Form of Subsequent Mortgage Loan Purchase Agreement
Exhibit L - Form of Subsequent Transfer Instrument
Exhibit M - Servicing Criteria to Be Addressed in Assessment of Compliance
Exhibit N - Form of Back-Up Certification
Exhibit O - Form of Trustee Limited Power of Attorney
Exhibit P - Form of Cap Contracts
Exhibit Q - Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit R - Additional Disclosure Information
Exhibit S - Form of Securities Administrator Back-Up Certification
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
WHEREAS, a Pooling and Servicing Agreement, dated as of April 1, 2006 (the "Pooling andServicing Agreement"), relating to the issuance of Bear Stearns ALT-A Trust, Mortgage Pass-Through
Certificates, Series 2006-3, was entered into by and among the parties hereto;
WHEREAS, the parties hereto desire to make certain amendments, changes and modifications to
such Pooling and Servicing Agreement;
WHEREAS, pursuant to Section 11.02 of the Pooling and Servicing Agreement, such Pooling and
Servicing Agreement is hereby amended and restated in its entirety effective as of the Closing Date in
order to make such amendments, changes and modifications as are set for the herein;
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto
hereby agree as follows:
Amended and Restated Pooling and Servicing Agreement dated as of October 6, 2006, among
Structured Asset Mortgage Investments II Inc., a Delaware limited liability company, as depositor (the
"Depositor"), U.S. Bank National Association, a banking association organized under the laws of the
United States, not in its individual capacity but solely as trustee (the "Trustee"), Wells Fargo Bank,
National Association, as master servicer (in such capacity, the "Master Servicer") and as securities
administrator (in such capacity, the "Securities Administrator"), and EMC Mortgage Corporation, as
sponsor (in such capacity, the "Sponsor") and as company (in such capacity, the "Company").
PRELIMINARY STATEMENT
On or prior to the Closing Date or a Subsequent Transfer Date, in the case of Subsequent
Transfer Loans, the Depositor acquired the Mortgage Loans or Subsequent Mortgage Loans, as the case may
be, from the Sponsor. On the Closing Date, the Depositor will sell the Mortgage Loans and certain other
property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire
beneficial ownership interest in the Trust Fund.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the
REMIC I Regular Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the
REMIC II Regular Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day,
the REMIC III Regular Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC IV to be treated for federal income tax purposes as a REMIC. On the Startup Day, the
REMIC IV Regular Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trust shall make an election for the assets
constituting REMIC V to be treated for federal income tax purposes as a REMIC. On the Startup Day, the
REMIC V Regular Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC VI to be treated for federal income tax purposes as a REMIC. On the Startup Day, the
REMIC VI Regular Interests will be designated "regular interests" in such REMIC.
The Securities Administrator on behalf of the Trustee shall make an election for the assets
constituting REMIC VII to be treated for federal income tax purposes as a REMIC. On the Startup Day,
the REMIC VII Regular Interest will be designated the "regular interest" in such REMIC.
The Class R Certificates will evidence ownership of the "residual interest" in each of REMIC I,
REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI. The Class R-X Certificates will evidence ownership
of the "residual interest" in REMIC VII.
The Group I Loans will have an Outstanding Principal Balance as of the Cut-off Date, after
deducting all Scheduled Principal due on or before the Cut-off Date, of $921,237,667. The Sub-Loan
Group II-1 Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all
Scheduled Principal due on or before the Cut-off Date, of $356,186,642. The Sub-Loan Group II-2
Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all
Scheduled Principal due on or before the Cut-off Date, of $341,432,291. The Sub-Loan Group II-3 Mortgage
Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled
Principal due on or before the Cut-off Date, of $369,223,453. The Sub-Loan Group II-4 Mortgage Loans
will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled
Principal due on or before the Cut-off Date, of $48,566,024. The Sub-Loan Group III-1 Mortgage Loans
will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled
Principal due on or before the Cut-off Date, of $268,810,506. The Sub-Loan Group III-2 Mortgage Loans
will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled
Principal due on or before the Cut-off Date, of $125,715,349. The Sub-Loan Group III-3 Mortgage Loans
will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled
Principal due on or before the Cut-off Date, of $92,642,143. The Sub-Loan Group III-4 Mortgage Loans
will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled
Principal due on or before the Cut-off Date, of $144,049,692. The Sub-Loan Group III-5 Mortgage Loans
will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled
Principal due on or before the Cut-off Date, of $170,162,413. The Sub-Loan Group III-6 Mortgage Loans
will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled
Principal due on or before the Cut-off Date, of $99,868,409.
In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer,
the Securities Administrator, the Sponsor, the Company and the Trustee agree as follows:
ARTICLE I
Definitions
Whenever used in this Agreement, the following words and phrases, unless otherwise expressly
provided or unless the context otherwise requires, shall have the meanings specified in this Article.
Accepted Master Servicing Practices: With respect to any Mortgage Loan, those customary
mortgage servicing practices of prudent mortgage servicing institutions that master service mortgage
loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged
Property is located, to the extent applicable to the Trustee in its capacity as successor Master
Servicer or the Master Servicer (except in its capacity as successor to a Servicer).
Account: The Distribution Account, the Protected Account, the Pre-Funding Account, the
Pre-Funding Reserve Account, the Interest Coverage Account, the Reserve Fund or the Class XP Reserve
Account, as the context may require.
Accrued Certificate Interest: For any Group II Certificate or Group III Certificate for any
Distribution Date, the interest accrued during the related Interest Accrual Period at the applicable
Pass-Through Rate on the Certificate Principal Balance or Notional Amount, as applicable, of such Group
II Certificate immediately prior to such Distribution Date, on the basis of a 360-day year consisting of
twelve 30-day months, less (i) in the case of a Group II Senior Certificate or Group III Senior
Certificate, as applicable, such Certificate's share of any Net Interest Shortfall from the related
Mortgage Loans and, after the applicable Cross-Over Date, the interest portion of any Realized Losses on
the related Mortgage Loans, in each case allocated thereto in accordance with Section 6.04, (ii) in the
case of a Group II Subordinate Certificate or Group III Subordinate Certificate, such Certificate's
share of any Net Interest Shortfall from the related Mortgage Loans and the interest portion of any
Realized Losses on the related Mortgage Loans, in each case allocated thereto in accordance with
Section 6.04 and (iii) in the case of the Class II-X-B1 Certificates and the Class II-X-B2 Certificates,
the amount of any Carry Forward Shortfall Amount for the Class II-B-1 Certificates and the Class II-B-2
Certificates, respectively, in each case allocated thereto in accordance with Section 6.02(i)(a)(J).
Additional Disclosure: As defined in Section 3.18(a)(v).
Additional Form 10-D Disclosure: As defined in Section 3.18(a)(i).
Additional Form 10-K Disclosure: As defined in Section 3.18(a)(iv).
Affiliate: As to any Person, any other Person controlling, controlled by or under common
control with such Person. "Control" means the power to direct the management and policies of a Person,
directly or indirectly, whether through ownership of voting securities, by contract or otherwise.
"Controlled" and "Controlling" have meanings correlative to the foregoing. The Trustee may conclusively
presume that a Person is not an Affiliate of another Person unless a Responsible Officer of the Trustee
has actual knowledge to the contrary.
Aggregate Subordinate Optimal Principal Amount: The Group II Aggregate Subordinate Optimal
Principal Amount or the Group III Aggregate Subordinate Optimal Principal Amount, as applicable.
Agreement: This Amended and Restated Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Allocable Share: With respect to (A) any Class of Group II Subordinate Certificates (other
than the Class II-X-B1 and Class II-X-B2 Certificates) on any Distribution Date, an amount equal to the
product of (i) the Group II Aggregate Subordinate Optimal Principal Amount and (ii) the fraction, the
numerator of which is the Certificate Principal Balance of such Class and the denominator of which is
the aggregate Certificate Principal Balance of all Classes of the Group II Subordinate Certificates and
(B) any Class of Group III Subordinate Certificates on any Distribution Date, an amount equal to the
product of (i) the Group III Aggregate Subordinate Optimal Principal Amount and (ii) the fraction, the
numerator of which is the Certificate Principal Balance of such Class and the denominator of which is
the aggregate Certificate Principal Balance of all Classes of the Group III Subordinate Certificates;
provided, however, that no Class of Group II Subordinate Certificates or Group III Subordinate
Certificates (other than the outstanding Class of Group II Subordinate Certificates or Group III
Subordinate Certificates with the lowest numerical designation) shall be entitled on any Distribution
Date to receive distributions pursuant to clauses (ii), (iii) and (v) of the definition of Group II
Subordinate Optimal Principal Amount or Group III Subordinate Optimal Principal Amount, as applicable,
unless the related Class Prepayment Distribution Trigger for such Distribution Date has been satisfied
(any amount distributable pursuant to clauses (ii), (iii) and (v) of the definition of Group II
Subordinate Optimal Principal Amount or Group III Subordinate Optimal Principal Amount, as applicable,
shall be distributed among the related Classes entitled thereto, pro rata based on their respective
Certificate Principal Balances); provided, further, that if on a Distribution Date, the Certificate
Principal Balance of any Class of Group II Subordinate Certificates or Group III Subordinate
Certificates for which the related Class Prepayment Distribution Trigger has been satisfied is reduced
to zero, such Class's remaining Allocable Share shall be distributed to the remaining Classes of Group
II Subordinate Certificates or Group III Subordinate Certificates, as applicable, sequentially beginning
with the Class with the lowest numerical designation in reduction of their respective Certificate
Principal Balances.
Applicable Credit Rating: For any long-term deposit or security, a credit rating of AAA in the
case of S&P or Aaa in the case of Moody's (or with respect to investments in money market funds, a
credit rating of "AAAm" or "AAAm-G" in the case of S&P and the highest rating given by Moody's for money
market funds in the case of Moody's). For any short-term deposit or security, or a rating of A-l+ in the
case of S&P or Prime-1 in the case of Moody's.
Applicable State Law: For purposes of Section 9.12(d), the Applicable State Law shall be (a)
the law of the State of New York and (b) such other state law whose applicability shall have been
brought to the attention of the Securities Administrator and the Trustee by either (i) an Opinion of
Counsel reasonably acceptable to the Securities Administrator and the Trustee delivered to it by the
Master Servicer or the Depositor, or (ii) written notice from the appropriate taxing authority as to the
applicability of such state law.
Applied Realized Loss Amount: With respect to any Distribution Date and a Class of Group I
Offered Certificates, the sum of the Realized Losses with respect to the Group I Mortgage Loans, which
are to be applied in reduction of the Certificate Principal Balance of such Class of Group I Offered
Certificates pursuant to this Agreement in an amount equal to the amount, if any, by which, (i) the
aggregate Certificate Principal Balance of all of the Group I Certificates (after all distributions of
principal on such Distribution Date) exceeds (ii) the aggregate Stated Principal Balance of all of the
Group I Mortgage Loans for such Distribution Date. The Applied Realized Loss Amount shall be allocated
first to the Class I-B-3 Certificates, the Class I-B-2 Certificates, the Class I-B-1 Certificates, the
Class I-M-2 Certificates and the Class I-M-1 Certificates, in that order (so long as their respective
Certificate Principal Balances have not been reduced to zero), and thereafter the Applied Realized Loss
Amount with respect to the Group I Mortgage Loans shall be allocated first to the Class I-A-2
Certificates and then to the Class I-A-1 Certificates, until the Certificate Principal Balance of each
such Class has been reduced to zero.
Appraised Value: For any Mortgaged Property related to a Mortgage Loan, the amount set forth
as the appraised value of such Mortgaged Property in an appraisal made for the mortgage originator in
connection with its origination of the related Mortgage Loan.
Assessment of Compliance: As defined in Section 3.17.
Assignment Agreements: The agreements attached hereto as Exhibit I, whereby the Servicing
Agreements and related Recognition Agreements (as defined therein), if applicable, were assigned to the
Trustee for the benefit of the Certificateholders.
Assumed Final Distribution Date: With respect to each class of Offered Certificates, the
Distribution Date occurring in May 2036, or if such day is not a Business Day, the next succeeding
Business Day.
Attestation Report: As defined in Section 3.17.
Attesting Party: As defined in Section 3.17.
Available Funds: With respect to any Distribution Date and each Sub-Loan Group in Loan Group
II or Loan Group III, an amount equal to the aggregate of the following amounts with respect to the
Mortgage Loans in the related Sub-Loan Group: (a) all previously undistributed payments on account of
principal (including the principal portion of Scheduled Payments, Principal Prepayments and the
principal portion of Net Liquidation Proceeds) and all previously undistributed payments on account of
interest received after the Cut-off Date and on or prior to the related Determination Date, (b) any
Monthly Advances and Compensating Interest Payments by the Servicer or the Master Servicer with respect
to such Distribution Date, (c) any reimbursed amount in connection with losses on investments of
deposits in certain eligible investments in respect of the Group II Mortgage Loans in the related
Sub-Loan Group, (d) with respect to Loan Group II, any amount allocated from the Available Funds of
another Sub-Loan Group in accordance with Section 6.02(i)(a)(G), (e) with respect to Loan Group III, any
amount allocated from the Available Funds of another Sub-Loan Group in accordance with Section
6.02(ii)(a)(I), (f) any Remaining Pre-Funding Amount with respect to such Sub-Loan Group withdrawn from
the Pre-Funding Reserve Account pursuant to Section 4.08(e)(ii) herein, and (g) any amounts withdrawn
from the Pre-Funding Reserve Account in respect of such Sub-Loan Group pursuant to Section 4.08(e)(iii)
herein, except:
(i) all payments that were due on or before the Cut-off Date;
(ii) all Principal Prepayments and Liquidation Proceeds received after the
applicable Prepayment Period;
(iii) all payments, other than Principal Prepayments, that represent early receipt
of Scheduled Payments due on a date or dates subsequent to the related Due Date;
(iv) amounts received on particular Mortgage Loans as late payments of principal or
interest and respecting which, and to the extent that, there are any unreimbursed Monthly Advances;
(v) amounts representing Monthly Advances determined to be Nonrecoverable Advances;
(vi) any investment earnings on amounts on deposit in the Distribution Account and
amounts permitted to be withdrawn from the Distribution Account pursuant to this Agreement;
(vii) amounts needed to pay the Servicing Fees or to reimburse any Servicer or the
Master Servicer for amounts due under the Servicing Agreement and the Agreement to the extent such
amounts have not been retained by, or paid previously to, such Servicer or the Master Servicer;
(viii) amounts applied to pay any fees with respect to any lender-paid primary
mortgage insurance policy; and
(ix) any expenses or other amounts reimbursable to the Servicers, the Trustee, the
Securities Administrator, the Master Servicer and the Custodian pursuant to Section 7.04(c) or
Section 9.05.
Average Loss Severity Percentage: With respect to any Distribution Date and each Sub-Loan
Group in Group II, the percentage equivalent of a fraction, the numerator of which is the sum of the
Loss Severity Percentages for each Group II Mortgage Loan in such Sub-Loan Group that had a Realized
Loss and the denominator of which is the number of Group II Mortgage Loans in the related Sub-Loan Group
that had Realized Losses. With respect to any Distribution Date and each Sub-Loan Group in Group III,
the percentage equivalent of a fraction, the numerator of which is the sum of the Loss Severity
Percentages for each Group III Mortgage Loan in such Sub-Loan Group that had a Realized Loss and the
denominator of which is the number of Group III Mortgage Loans in the related Sub-Loan Group that had
Realized Losses.
Back-Up Certification: As defined in Section 3.18(a)(iv).
Bank of America: Bank of America, National Association, and its successor in interest.
Bank of America Servicing Agreement: The Amended and Restated Flow Mortgage Loan Sale and
Servicing Agreement, dated April 1, 2005, as modified in the Regulation AB Compliance Addendum to
Amended and Restated Flow Mortgage Loan Sale and Servicing Agreement, dated December 21, 2005, between
EMC and Bank of America, attached hereto as Exhibit H-1.
Bankruptcy Code: The United States Bankruptcy Code, as amended as codified in 11 U.S.C.
§§ 101-1330.
Bankruptcy Loss: With respect to any Mortgage Loan, any Deficient Valuation or Debt Service
Reduction related to such Mortgage Loan as reported by the Servicer to the Master Servicer.
Basis Risk Shortfall: With respect to any Distribution Date and each Class of Group I Offered
Certificates and the Class I-B-3 Certificates for which the Pass-Through Rate is based upon the Net Rate
Cap, the excess, if any, of (a) the amount of Current Interest that such Class would have been entitled
to receive on such Distribution Date had the applicable Pass-Though Rate been calculated at a per annum
rate equal to the lesser of (i) One-Month LIBOR plus the related Margin and (ii) 11.50% over (b) the
amount of Current Interest on such Class of Offered Certificates calculated using a Pass-Though Rate
equal to the Net Rate Cap for such Distribution Date.
Basis Risk Shortfall Carry Forward Amount: With respect to any Distribution Date and each Class
of Group I Offered Certificates and the Class I-B-3 Certificates, the sum of the Basis Risk Shortfall
for such Distribution Date and the Basis Risk Shortfall for all previous Distribution Dates not
previously paid from any source including Excess Cashflow and payments under the Cap Contracts, together
with interest thereon at a rate equal to the lesser of (i) One-Month LIBOR plus the related Margin and
(ii) 11.50%, for such Distribution Date.
Book-Entry Certificates: Initially, the Senior Certificates and Offered Subordinate
Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which the New
York Stock Exchange or Federal Reserve is closed or on which banking institutions in any jurisdiction in
which the Trustee, the Master Servicer, Custodian, any Servicer or the Securities Administrator are
authorized or obligated by law or executive order to be closed.
Cap Contract: With respect to any of the Class I-A-1, Class I-A-2, Class I-M-1, Class I-M-2,
Class I-B-1, Class I-B-2 or Class I-B-3 Certificates, the respective cap contracts, dated as of April28, 2006, between the Trustee, on behalf of the Trust for the benefit of the Class I-A-1, Class I-A-2,
Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 or Class I-B-3 Certificateholders, as the case may
be, and the Counterparty, together with any scheduling, confirmations or other agreements related
thereto, attached hereto as Exhibit N, and the two interest rate cap contracts that the Trustee, on
behalf of the Trust, entered into with respect to the Class II-B-1 Certificates and Class II-B-2
Certificates, respectively, with the Counterparty for the benefit of the Class II-B-1 and Class II-B-2
Certificateholders.
Cap Contract Payment Amount: With respect to any Distribution Date and a Cap Contract, the
amounts received from such Cap Contract, if any, on such Distribution Date.
Carry Forward Amount: If on the distribution date the Pass-Through Rate for a class of the
Class II-B-1 Certificates or the Class II-B-2 Certificates is based upon the related Net Rate Cap, the
excess, if any, of:
1. The amount of Current Interest that such class would have been entitled to receive on
such distribution date had the applicable pass-though rate been calculated at a per
annum rate equal to the lesser of (i) One-Month LIBOR plus the related Margin and (ii)
10.50%, over
2. The amount of Current Interest on such class calculated using a pass-though rate equal
to the related Net Rate Cap for such distribution date.
Carry Forward Shortfall Amount: As of any Distribution Date for the Class II-B-1 Certificates
or the Class II-B-2 Certificates, the sum of the Carry Forward Amount for such distribution date and the
Carry Forward Amount for all previous distribution dates not previously paid, together with interest
thereon at a rate equal to the lesser of (i) One-Month LIBOR plus the related Margin and (ii) 10.50%,
for such distribution date.
Certificate: Any mortgage pass-through certificate evidencing a beneficial ownership interest
in the Trust Fund signed and countersigned by the Securities Administrator in substantially the forms
annexed hereto as Exhibits A-1, A-2, A-3, A-4, A-5-1, A-5-2, A-6, A-7, A-8, A-9, A-10, A-11, A-12, A-13,
A-14, A-15, A-16 and A-17 with the blanks therein appropriately completed.
Certificate Group: With respect to the Group I Certificates, the Class I-A-1 Certificates and
the Class I-A-2 Certificates. With respect to the Group II Certificates and (i) Sub-Loan Group II-1,
the Class II-1A-1, Class II-1A-2 and Class II-1X-1 Certificates, (ii) Sub-Loan Group II-2, the Class
II-2A-1, Class II-2A-2 and Class II-2X-1 Certificates, (iii) Sub-Loan Group II-3, the Class II-3A-1,
Class II-3A-2 and Class II-3X-1 Certificates, and (iv) Sub-Loan Group II-4, the Class II-4A-1, Class
II-4A-2 and Class II-4X-1 Certificates. With respect to the Group III Certificates and (i) Sub-Loan
Group III-1, the Class III-1A-1, Class III-1A-2 and Class III-1X-1 Certificates, (ii) Sub-Loan Group
III-2, the Class III-2A-1, Class III-2A-2 and Class III-2X-1 Certificates, (iii) Sub-Loan Group III-3,
the Class III-3A-1 Certificates and the Class III-3A-2 Certificates, (iv) Sub-Loan Group III-4, the
Class III-4A-1, Class III-4A-2 and Class III-4X-1 Certificates, (v) Sub-Loan Group III-5, the Class
III-5A-1 Certificates and the Class III-5A-2 Certificates, and (vi) Sub-Loan Group III-6, the Class
III-6A-1 Certificates and the Class III-6A-2 Certificates.
Certificate Owner: Any Person who is the beneficial owner of a Certificate registered in the
name of the Depository or its nominee.
Certificate Principal Balance: With respect to any Certificate (other than the Class II-X,
Class III-X, Class XP, Class B-IO, Class R or Class R-X Certificates) as of any Distribution Date, the
initial principal amount of such Certificate plus, in the case of a Subordinate Certificates, any
Subsequent Recoveries added to the Certificate Principal Balance of such Certificates pursuant to
Section 6.03 or Section 6.04 hereof, and reduced by (i) all amounts distributed on previous Distribution
Dates on such Certificate with respect to principal, (ii) solely in the case of the Group II
Certificates or the Group III Certificates, the principal portion of all Realized Losses (other than
Realized Losses resulting from Debt Service Reductions) allocated prior to such Distribution Date to
such Certificate, taking account of the applicable Loss Allocation Limitation, (iii) solely in the case
of the Group I Certificates, any Applied Realized Loss Amounts allocated to such Class on previous
Distribution Dates, and (iv) in the case of a Group II Subordinate Certificate or a Group III
Subordinate Certificate, such Certificate's pro rata share, if any, of the applicable Subordinate
Certificate Writedown Amount for previous Distribution Dates. With respect to any Class of
Certificates, the Certificate Principal Balance thereof will equal the sum of the Certificate Principal
Balances of all Certificates in such Class. The initial Certificate Principal Balance (if any) for each
Class of Certificates is set forth in Section 5.01(c)(iv).
Certificate Register: The register maintained pursuant to Section 5.02.
Certificateholder: A Holder of a Certificate.
Certification Parties: As defined in Section 3.18(a)(iv).
Certifying Person: As defined in Section 3.18(a)(iv).
Chase Home: Chase Home Financial, and its successor in interest.
Chase Home Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of
September 1, 1999, as amended by Amendment No. 1, dated as of April 28, 2006, between EMC and Chase
Home, attached hereto as Exhibit H-2.
Chevy Chase: Chevy Chase Bank, F.S.B., and its successor in interest.
Chevy Chase Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of
July 1, 2001, as amended by Amendment No. 1, dated as of January 13, 2003, and Amendment No. 2, dated as
of January 31, 2006, between EMC and Chevy Chase, attached hereto as Exhibit H-3.
Class: With respect to the Certificates, any of Class I-A-1, Class I-A-2, Class II-1A-1, Class
II-1A-2, Class II-1X-1, Class II-2A-1, Class II-2A-2, Class II-2X-1, Class II-3A-1, Class II-3A-2, Class
II-3X-1, Class II-4A-1, Class II-4A-2, Class III-1A-1, Class III-1A-2, Class III-1X-1, Class III-2A-1,
Class III-2A-2, Class III-2X-1, Class III-3A-1, Class III-3A-2, Class III-4A-1, Class III-4A-2, Class
III-4X-1, Class III-5A-1, Class III-5A-2, Class III-6A-1, Class III-6A-2, Class I-M-1, Class I-M-2,
Class R, Class R-X, Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2, Class II-B-3,
Class II-B-4, Class II-B-5, Class II-B-6, Class II-X-B1, Class II-X-B2, Class III-B-1, Class III-B-2,
Class III-B-3, Class III-B-4, Class III-B-5, Class III-B-6, Class B-IO, Class I-XP and Class II-XP
Certificates.
Class A Certificates: The Class I-A, Class II-A and Class III-A Certificates.
Class B Certificates: The Class I-B, Class II-B and Class III-B Certificates.
Class B-IO Advances: As defined in Section 6.01(b).
Class B-IO Distribution Amount: With respect to any Distribution Date, the Current Interest for
the Class B-IO Certificates for such Distribution Date (which shall be deemed distributable with respect
to the REMIC VI Regular Interest B-IO-I); provided, however, that on and after the Distribution Date on
which the aggregate Certificate Principal Balance of the Group I Certificates has been reduced to zero,
the Class B-IO Distribution Amount shall include the Overcollateralization Amount (which shall be deemed
distributable, first, with respect to the REMIC VI Regular Interest B-IO-I in respect of accrued and
unpaid interest thereon until such accrued and unpaid interest shall have been reduced to zero and,
thereafter, with respect to the REMIC VI Regular Interest B-IO-P in respect of the principal balance
thereof).
Class B-IO Pass-Through Rate: With respect to the Class B-IO Certificates and any Distribution
Date or the REMIC VI Regular Interest B-IO-I, a per annum rate equal to the percentage equivalent of a
fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (1) through
(3) below, and the denominator of which is the aggregate principal balance of the REMIC III Regular
Interests. For purposes of calculating the Pass-Through Rate for the Class B-IO-I Certificates, the
numerator is equal to the sum of the following components:
1. the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT1 minus the
Marker Rate, applied to a notional amount equal to the Uncertificated Principal
Balance of REMIC III Regular Interest LT1;
2. the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT2 minus the
Marker Rate, applied to a notional amount equal to the Uncertificated Principal
Balance of REMIC III Regular Interest LT2; and
3. the Uncertificated Pass-Through Rate for REMIC III Regular Interest LT4 minus twice
the Marker Rate, applied to a notional amount equal to the Uncertificated Principal
Balance of REMIC III Regular Interest LT4.
Class I-A Certificates: The Class I-A-1 Certificates and Class I-A-2 Certificates.
Class I-A Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-A Certificates immediately prior
to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of the
Group I Mortgage Loans for such Distribution Date over (b) the product of (1) the aggregate Stated
Principal Balance of the Group I Mortgage Loans for such Distribution Date and (2) the sum of (x) 17.90%
and (y) the Current Specified Overcollateralization Percentage for such Distribution Date.
Class I-B Certificates: The Class I-B-1, the Class I-B-2 and the Class I-B-3 Certificates.
Class I-B-1 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-B-1 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1
Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on
such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after
taking into account the payment of the Class I-M-2 Principal Distribution Amount on such Distribution
Date) and (4) the product of (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans
for such Distribution Date and (y) the sum of 2.20% and the Current Specified Overcollateralization
Percentage for such Distribution Date.
Class I-B-2 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-B-2 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1
Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on
such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after
taking into account the payment of the Class I-M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class I-B-1 Certificates (after taking into account
the payment of the Class I-B-1 Principal Distribution Amount on such Distribution Date), and (5) the
product of (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such
Distribution Date and (y) the sum of 1.20% and the Current Specified Overcollateralization Percentage
for such Distribution Date.
Class I-B-3 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-B-3 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1
Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on
such Distribution Date), (3) the Certificate Principal Balance of the Class I-M-2 Certificates (after
taking into account the payment of the Class I-M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class I-B-1 Certificates (after taking into account
the payment of the Class I-B-1 Principal Distribution Amount on such Distribution Date), (5) the
Certificate Principal Balance of the Class I-B-2 Certificates (after taking into account the payment of
the Class I-B-2 Principal Distribution Amount on such Distribution Date), and (6) the product of (x) the
aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date and (y) the
Current Specified Overcollateralization Percentage for such Distribution Date.
Class I-M Certificates: The Class I-M-1 Certificates and the Class I-M-2 Certificates.
Class I-M-1 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-M-1 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date) and (2) the product of (x) the aggregate Stated Principal
Balance of the Group I Mortgage Loans for such Distribution Date and (y) the sum of (I) 9.20% and (II)
the Current Specified Overcollateralization Percentage for such Distribution Date.
Class I-M-2 Principal Distribution Amount: For any Distribution Date, an amount equal to the
excess, if any, of (i) the Certificate Principal Balance of the Class I-M-2 Certificates immediately
prior to such Distribution Date over (ii) the excess of (a) the aggregate Stated Principal Balance of
the Group I Mortgage Loans for such Distribution Date over (b) the sum of (1) the Certificate Principal
Balance of the Class I-A Certificates (after taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal Balance of the Class I-M-1
Certificates (after taking into account the payment of the Class I-M-1 Principal Distribution Amount on
such Distribution Date) and (3) the product of (x) the aggregate Stated Principal Balance of the Group I
Mortgage Loans for such Distribution Date and (y) the sum of (I) 5.00% and (II) the Current Specified
Overcollateralization Percentage for such Distribution Date.
Class II-A Certificates: The Class II-1A-1, Class II-1A-2, Class II-1X-1, Class II-2A-1, Class
II-2A-2, Class II-2X-1, Class II-3A-1, Class II-3A-2, Class II-3X-1, Class II-4A-1 and Class II-4A-2
Certificates.
Class II-B Certificates: The Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class
II-B-5, Class II-B-6, Class II-X-B1 and Class II-X-B2 Certificates.
Class II-X Certificates: The Class II-1X-1, Class II-2X-1, Class II-3X-1, Class II-X-B1 and
Class II-X-B2 Certificates.
Class III-A Certificates: The Class III-1A-1, Class II-1A-2, Class II-1X-1, Class II-2A-1,
Class II-2A-2, Class II-2X-1, Class II-3A-1, Class II-3A-2, Class II-4A-1, Class II-4A-2, Class II-4X-1,
Class II-5A-1, Class II-5A-2, Class II-6A-1 and Class II-6A-2 Certificates.
Class III-B Certificates: The Class III-B-1, Class III-B-2, Class III-B-3, Class III-B-4,
Class III-B-5 and Class III-B-6 Certificates.
Class Prepayment Distribution Trigger: For (i) a Class of Group II Subordinate Certificates
for any Distribution Date, the Class Prepayment Distribution Trigger is satisfied if the fraction
(expressed as a percentage), the numerator of which is the aggregate Certificate Principal Balance of
such Class and each Class of Group II Subordinate Certificates subordinate thereto, if any, and the
denominator of which is the Stated Principal Balance of all of the Group II Mortgage Loans as of the
related Due Date, equals or exceeds such percentage calculated as of the Closing Date or (ii) a Class of
Group III Subordinate Certificates for any Distribution Date, the Class Prepayment Distribution Trigger
is satisfied if the fraction (expressed as a percentage), the numerator of which is the aggregate
Certificate Principal Balance of such Class and each Class of Group III Subordinate Certificates
subordinate thereto, if any, and the denominator of which is the Stated Principal Balance of all of the
Group III Mortgage Loans as of the related Due Date, equals or exceeds such percentage calculated as of
the Closing Date.
Class R Certificate: Any of the Class R Certificates substantially in the form annexed hereto
as Exhibit A-5-1 and evidencing ownership of interests designated as "residual interests" in REMIC I,
REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI for purposes of the REMIC Provisions. Component I
of the Class R Certificates is designated as the sole class of "residual interest" in REMIC I,
Component II of the Class R Certificates is designated as the sole class of "residual interest" in
REMIC II, Component III of the Class R Certificates is designated as the sole class of "residual
interest" in REMIC III, Component IV of the Class R Certificates is designated as the sole class of
"residual interest" in REMIC IV, Component V of the Class R Certificates is designated as the sole class
of "residual interest" in REMIC V and Component VI of the Class R Certificates is designated as the sole
class of "residual interest" in REMIC VI.
Class R-X Certificates: Any of the Class R-X Certificates substantially in the form annexed
hereto as Exhibit A-5-2 and evidencing ownership of the "residual interest" in REMIC VII for purposes of
the REMIC Provisions.
Class XP Certificates: The Class I-XP Certificates and the Class II-XP Certificates.
Class XP Reserve Account: The account established and maintained by the Securities
Administrator pursuant to Section 4.07 hereof.
Closing Date:April 28, 2006.
Code: The Internal Revenue Code of 1986, as amended.
Commission: The U.S. Securities and Exchange Commission.
Compensating Interest Payment: As defined in Section 6.09.
Corporate Trust Office: The designated office of the Trustee or Securities Administrator, as
applicable, where at any particular time its respective corporate trust business with respect to this
Agreement shall be administered. The Corporate Trust Office of the Trustee at the date of the execution
of this Agreement is located at One Federal Street, 3rd Floor, Boston, Massachusetts02110, Attention:
BSALTA 2006-3/ Account Manager, Bear Stearns ALT-A Trust 2006-3. The Corporate Trust Office of the
Securities Administrator at the date of the execution of this Agreement is located at 9062 Old Annapolis
Road, Columbia, Maryland21045, Attention: Corporate Trust Group, BSALTA 2006-3. For the purpose of
registration and transfer and exchange only, the Corporate Trust Office of the Securities Administrator
shall be located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota55479, Attention:
Corporate Trust Group, BSALTA 2006-3.
Counterparty: ABN AMRO Bank N.V. and any successor thereto, or any successor counterparty
under the Cap Contracts.
Countrywide: Countrywide Home Loans Servicing LP, and its successor in interest.
Countrywide Servicing Agreement: The Seller's Warranties and Servicing Agreement, dated as of
September 1, 2002, as amended by Amendment No. 1, dated as of January 1, 2003, Amendment No. 2, dated as
of September 1, 2004, and Amendment No. 3, dated as of January 1, 2006, between Countrywide and EMC,
attached hereto as Exhibit H-4.
Cross-Over Date: The Group II Cross-Over Date or the Group III Cross-Over Date, as applicable.
Current Interest: As of any Distribution Date, with respect to each Class of Group I Offered
Certificates, (i) the interest accrued on the Certificate Principal Balance or Notional Amount, as
applicable, during the related Interest Accrual Period at the applicable Pass-Through Rate plus any
amount previously distributed with respect to interest for such Certificate that has been recovered as a
voidable preference by a trustee in bankruptcy minus (ii) the sum of (a) any Prepayment Interest
Shortfall for such Distribution Date, to the extent not covered by Compensating Interest Payments and
(b) any shortfalls resulting from the application of the Relief Act during the related Due Period;
provided, however, that for purposes of calculating Current Interest for any such Class, amounts
specified in clauses (ii)(a) and (ii)(b) hereof for any such Distribution Date shall be allocated first
to the Class B-IO Certificates and the Class R Certificates in reduction of amounts otherwise
distributable to such Certificates on such Distribution Date and then any excess shall be allocated to
each other Class of Certificates pro rata based on the respective amounts of interest accrued pursuant
to clause (i) hereof for each such Class on such Distribution Date.
Current Specified Enhancement Percentage: For any Distribution Date, a percentage obtained by
dividing (x) the sum of (i) the aggregate Certificate Principal Balance of the Group I Subordinate
Certificates and (ii) the Overcollateralization Amount, in each case prior to the distribution of the
Principal Distribution Amount on such Distribution Date, by (y) the aggregate Stated Principal Balance
of the Group I Mortgage Loans as of the end of the related Due Period.
Current Specified Overcollateralization Percentage: For any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the Overcollateralization Target Amount, and the
denominator of which is the aggregate Stated Principal Balance of the Group I Mortgage Loans for such
Distribution Date.
Custodial Agreement: An agreement, dated as of April 28, 2006 (as the same may be amended from
time to time), among the Depositor, EMC, as Sponsor and Master Servicer, the Trustee and the Custodian
in substantially the form of Exhibit G hereto.
Custodian: Wells Fargo Bank, National Association, or any successor custodian appointed
pursuant to the provisions hereof and of the Custodial Agreement.
Cut-off Date:April 1, 2006.
Cut-off Date Balance: $2,937,894,589.
Debt Service Reduction: Any reduction of the Scheduled Payments which a Mortgagor is obligated
to pay with respect to a Mortgage Loan as a result of any proceeding under the Bankruptcy Code or any
other similar state law or other proceeding.
Deficient Valuation: With respect to any Mortgage Loan, a valuation of the Mortgaged Property
by a court of competent jurisdiction in an amount less than the then outstanding indebtedness under the
Mortgage Loan, which valuation results from a proceeding initiated under the Bankruptcy Code or any
other similar state law or other proceeding.
Delinquent: A Mortgage Loan is "Delinquent" if any payment due thereon is not made pursuant to
the terms of such Mortgage Loan by the close of business on the day such payment is scheduled to be due.
A Mortgage Loan is "30 days delinquent" if such payment has not been received by the close of business
on the last day of the month immediately succeeding the month in which such payment was due. For
example, a Mortgage Loan with a payment due on December 1 that remained unpaid as of the close of
business on January 31 would then be considered to be 30 to 59 days delinquent. Similarly for "60 days
delinquent,""90 days delinquent" and so on.
Depositor: Structured Asset Mortgage Investments II Inc., a Delaware limited liability
company, or its successors in interest.
Depositor Information: As defined in Section 3.18(c).
Depository: The Depository Trust Company, the nominee of which is Cede & Co., or any successor
thereto.
Depository Agreement: The meaning specified in Section 5.01(a) hereof.
Depository Participant: A broker, dealer, bank or other financial institution or other Person
for whom from time to time the Depository effects book-entry transfers and pledges of securities
deposited with the Depository.
Designated Depository Institution: A depository institution (commercial bank, federal savings
bank, mutual savings bank or savings and loan association) or trust company (which may include the
Trustee), the deposits of which are fully insured by the FDIC to the extent provided by law.
Determination Date: With respect to each Mortgage Loan, the Determination Date as defined in
the Servicing Agreement.
Disqualified Organization: Any of the following: (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any agency or instrumentality of
any of the foregoing (other than an instrumentality which is a corporation if all of its activities are
subject to tax and, except for the Freddie Mac or any successor thereto, a majority of its board of
directors is not selected by such governmental unit), (ii) any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other
than certain farmers' cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income), (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code or (v) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an ownership interest in a Residual Certificate by such Person
may cause any 2006-3 REMIC contained in the Trust or any Person having an ownership interest in the
Residual Certificate (other than such Person) to incur a liability for any federal tax imposed under the
Code that would not otherwise be imposed but for the transfer of an ownership interest in a Residual
Certificate to such Person. The terms "United States,""State" and "international organization" shall
have the meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Account: The trust account or accounts created and maintained by the Securities
Administrator pursuant to Section 4.04, which shall be denominated "U.S. Bank National Association, as
Trustee f/b/o holders of Structured Asset Mortgage Investments II Inc., Bear Stearns ALT-A Trust 2006-3,
Mortgage Pass-Through Certificates, Series 2006-3 - Distribution Account." The Distribution Account
shall be an Eligible Account.
Distribution Account Deposit Date: The Business Day prior to each Distribution Date.
Distribution Date: The 25th day of any month, beginning in the month immediately following the
month of the Closing Date, or, if such 25th day is not a Business Day, the Business Day immediately
following.
Distribution Report: The Asset-Backed Issuer Distribution Report pursuant to Section 13 or
15(d) of the Exchange Act.
DTC Custodian: Wells Fargo Bank, National Association, or its successors in interest as
custodian for the Depository.
Due Date: With respect to each Mortgage Loan, the date in each month on which its Scheduled
Payment is due if such due date is the first day of a month and otherwise is deemed to be the first day
of the following month or such other date specified in the related Servicing Agreement.
Due Period: With respect to any Distribution Date and each Mortgage Loan, the period
commencing on the second day of the month preceding the calendar month in which the Distribution Date
occurs and ending at the close of business on the first day of the month in which the Distribution Date
occurs.
EDGAR: As defined in Section 3.18.
Eligible Account: Any of (i) a segregated account maintained with a federal or state chartered
depository institution (A) the short-term obligations of which are rated A-1 or better by Standard &
Poor's and P-1 by Moody's at the time of any deposit therein or (B) insured by the FDIC (to the limits
established by such Corporation), the uninsured deposits in which account are otherwise secured such
that, as evidenced by an Opinion of Counsel (obtained by the Person requesting that the account be held
pursuant to this clause (i)) delivered to the Securities Administrator prior to the establishment of
such account, the Certificateholders will have a claim with respect to the funds in such account and a
perfected first priority security interest against any collateral (which shall be limited to Permitted
Investments, each of which shall mature not later than the Business Day immediately preceding the
Distribution Date next following the date of investment in such collateral or the Distribution Date if
such Permitted Investment is an obligation of the institution that maintains the Distribution Account)
securing such funds that is superior to claims of any other depositors or general creditors of the
depository institution with which such account is maintained, (ii) a segregated trust account or
accounts maintained with a federal or state chartered depository institution or trust company with trust
powers acting in its fiduciary capacity or (iii) a segregated account or accounts of a depository
institution acceptable to the Rating Agencies (as evidenced in writing by the Rating Agencies that use
of any such account as the Distribution Account will not have an adverse effect on the then-current
ratings assigned to the Classes of Certificates then rated by the Rating Agencies). Eligible Accounts
may bear interest.
EMC: EMC Mortgage Corporation, and any successor thereto.
EMC Servicing Agreement: The Servicing Agreement, dated as of April 1, 2006, between
Structured Asset Mortgage Investments II Inc. and EMC as attached hereto as Exhibit H-5.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 8.01.
EverHome: EverHome Mortgage Company, and any successor thereto.
EverHome Servicing Agreement: The Subservicing Agreement, dated as of August 1, 2002, as
amended by Amendment No. 1, dated as of January 31, 2006, between EverHome and EMC, as attached hereto
as Exhibit H-6.
Excess Cashflow: With respect to any Distribution Date, the sum of (i) Remaining Excess Spread
for such Distribution Date and (ii) Overcollateralization Release Amount for such Distribution Date;
provided, however, that the Excess Cashflow shall include Principal Funds on and after the Distribution
Date on which the aggregate Certificate Principal Balance of the Class I-A-1, Class I-A-2, Class I-M-1,
Class I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3 Certificates has been reduced to zero (other than
Principal Funds otherwise distributed to the Holders of Class I-A-1, Class I-A-2, Class I-M-1, Class
I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3 Certificates on such Distribution Date).
Excess Liquidation Proceeds: To the extent that such amount is not required by law to be paid
to the related Mortgagor, the amount, if any, by which Liquidation Proceeds with respect to a Liquidated
Mortgage Loan exceed the sum of (i) the Outstanding Principal Balance of such Mortgage Loan and accrued
but unpaid interest at the related Mortgage Interest Rate through the last day of the month in which the
related Liquidation Date occurs, plus (ii) related Liquidation Expenses.
Excess Spread: With respect to any Distribution Date, the excess, if any, of (i) the Interest
Funds for such Distribution Date over (ii) the sum of the Current Interest on the Group I Offered
Certificates and Interest Carry Forward Amounts on the Class I-A Certificates, in each case on such
Distribution Date.
Exchange Act: Securities Exchange Act of 1934, as amended.
Exchange Act Reports: Any reports required to be filed pursuant to Sections 3.17, 3.18 and
3.23 of this Agreement.
Extra Principal Distribution Amount: With respect to any Distribution Date, an amount derived
from Excess Spread equal to the lesser of (i) the excess, if any, of the Overcollateralization Target
Amount for such Distribution Date over the Overcollateralization Amount for such Distribution Date and
(ii) the Excess Spread for such Distribution Date.
Fannie Mae: Federal National Mortgage Association and any successor thereto.
FDIC: Federal Deposit Insurance Corporation and any successor thereto.
Final Certification: The certification substantially in the form of Exhibit Three to the
Custodial Agreement.
First Horizon: First Horizon Home Loan Corporation, and its successor in interest.
First Horizon Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as
of September 1, 2003, as amended on May 14, 2004, June 16, 2005, August 8, 2005 and December 21, 2005,
between EMC, First Horizon and First Tennessee Mortgage Services, Inc., attached hereto as Exhibit H-7.
Fiscal Quarter: December 1 through the last day of February, March 1 through May 31, June 1
through August 31, or September 1 through November 30, as applicable.
Form 8-K Disclosure Information: As defined in Section 3.18(a)(iii).
Fractional Undivided Interest: With respect to any Class of Certificates (other than the Class
XP Certificates), the fractional undivided interest evidenced by any Certificate of such Class the
numerator of which is the Certificate Principal Balance of such Certificate and the denominator of which
is the Certificate Principal Balance of such Class. With respect to the Class XP Certificates, the
percentage interest stated thereon. With respect to the Certificates in the aggregate, the fractional
undivided interest evidenced by (i) the Residual Certificates will be deemed to equal 1.00% (in the
aggregate), (ii) the Class B-IO Certificates will be deemed to equal 1.00% and (iii) a Certificate of
any other Class will be deemed to equal 98.00% multiplied by a fraction, the numerator of which is the
Certificate Principal Balance of such Certificate and the denominator of which is the aggregate
Certificate Principal Balance of all the Certificates other than the Class B-IO Certificates.
Freddie Mac: Freddie Mac, formerly the Federal Home Loan Mortgage Corporation, and any
successor thereto.
GMACM: GMAC Mortgage Corporation, and its successor in interest.
GMACM Servicing Agreement: The Servicing Agreement, dated as of May 1, 2001, as amended by
Amendment No. 1, dated as of October 1, 2001, Amendment No. 2, dated as of July 31, 2002, and Amendment
No. 3 dated as of December 20, 2005, between EMC and GMACM, attached hereto as Exhibit H-8.
Global Certificate: Any Private Certificate registered in the name of the Depository or its
nominee, beneficial interests in which are reflected on the books of the Depository or on the books of a
Person maintaining an account with such Depository (directly or as an indirect participant in accordance
with the rules of such depository).
GreenPoint: GreenPoint Mortgage Funding, Inc., and its successor in interest.
GreenPoint Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of
September 1, 2003, as amended by Amendment No. 1 to the Purchase, Warranties and Servicing Agreement,
dated as of January 1, 2006, between GreenPoint and EMC, attached hereto as Exhibit H-9.
Gross Margin: As to each Mortgage Loan, the fixed percentage set forth in the related Mortgage
Note and indicated on the Mortgage Loan Schedule which percentage is added to the related Index on each
Interest Adjustment Date to determine (subject to rounding, the minimum and maximum Mortgage Interest
Rate and the Periodic Rate Cap) the Mortgage Interest Rate until the next Interest Adjustment Date.
Group I Certificates: The Group I Senior Certificates, the Group I Subordinate Certificates
and the Group I Non-Offered Subordinate Certificates.
Group I Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group I Non-Offered Subordinate Certificates: The Class I-B-3, Class I-XP and Class B-IO
Certificates.
Group I Offered Certificates: The Group I Senior Certificates and the Group I Offered
Subordinate Certificates.
Group I Offered Subordinate Certificates: The Class I-M-1, Class I-M-2, Class I-B-1 and Class
I-B-2 Certificates.
Group I Senior Certificates: The Class I-A Certificates.
Group I Significance Estimate: With respect to any Distribution Date, and in accordance with
Item 1115 of Regulation AB, shall be an amount determined based on the reasonable good-faith estimate by
the Depositor of the aggregate maximum probable exposure of the outstanding Group I Certificates to the
related Cap Contract.
Group I Significance Percentage: With respect to any Distribution Date, and in accordance with
Item 1115 of Regulation AB, shall be an percentage equal to the Significance Estimate divided by the
aggregate outstanding Certificate Principal Balance of the Group I Certificates, prior to the
distribution of the related Principal Distribution Amount on such Distribution Date.
Group I Subordinate Certificates: The Group I Offered Subordinate Certificates and the Group I
Non-Offered Subordinate Certificates.
Group II Aggregate Subordinate Optimal Principal Amount: With respect to any Distribution
Date, the sum of the Group II Subordinate Optimal Principal Amounts for all Sub-Loan Groups in Loan
Group II for such Distribution Date.
Group II Certificates: The Group II Senior Certificates and the Group II Subordinate
Certificates.
Group II Cross-Over Date: The first Distribution Date on which the aggregate Certificate
Principal Balance of the Group II Subordinate Certificates has been reduced to zero.
Group II Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group II Non-Offered Subordinate Certificates: The Class II-XP, Class II-B-4, Class II-B-5 and
Class II-B-6 Certificates.
Group II Offered Certificates: The Group II Senior Certificates and the Group II Offered
Subordinate Certificates.
Group II Offered Subordinate Certificates: The Class II-B-1, Class II-X-B1, Class II-B-2,
Class II-X-B2 and Class II-B-3 Certificates.
Group II Senior Certificates: The Class II-1A-1, Class II-1A-2, Class II-2A-1, Class II-2A-2,
Class II-2X-1, Class II-3A-1, Class II-3A-2, Class II-3X-1, Class II-4A-1, Class II-4A-2 and Class
II-4X-1 Certificates.
Group II Senior Optimal Principal Amount: With respect to each Distribution Date and a
Certificate Group related to a Sub-Loan Group in Loan Group II, an amount equal to the sum, without
duplication, of the following (but in no event greater than the aggregate Certificate Principal Balances
of the related Certificate Group immediately prior to such Distribution Date):
(i) the related Senior Percentage of the principal portion of all Scheduled
Payments due on each Outstanding Mortgage Loan in the related Sub-Loan Group on the related Due Date as
specified in the amortization schedule at the time applicable thereto (after adjustments for previous
Principal Prepayments but before any adjustment to such amortization schedule by reason of any
bankruptcy or similar proceeding or any moratorium or similar waiver or grace period if the related
Distribution Date occurs prior to the related Cross-over Date);
(ii) the related Senior Prepayment Percentage of the Stated Principal Balance of
Mortgage Loan in the related Sub-Loan Group which was the subject of a Principal Prepayment in full
received by the Servicers during the related Prepayment Period;
(iii) the related Senior Prepayment Percentage of amount of all Principal
Prepayments in part allocated to principal received by the Servicers during the related Prepayment
Period in respect to each Mortgage Loan in the related Sub-Loan Group;
(iv) the lesser of (a) the related Senior Prepayment Percentage of the sum of (A)
all Net Liquidation Proceeds allocable to principal received in respect of each Mortgage Loan in the
related Sub-Loan Group that became a Liquidated Mortgage Loan during the related Prepayment Period
(other than Mortgage Loans described in the immediately following clause (B)) and all Subsequent
Recoveries received in respect of each Liquidated Mortgage Loan in the related Sub-Loan Group during the
related Due Period and (B) the Stated Principal Balance of each such Mortgage Loan purchased by an
insurer from the Trust during the related Prepayment Period pursuant to the related Primary Mortgage
Insurance Policy, if any, or otherwise and (b) the related Senior Percentage of the sum of (A) the
Stated Principal Balance of each Mortgage Loan in the related Sub-Loan Group which became a Liquidated
Mortgage Loan during the related Prepayment Period (other than the Mortgage Loans described in the
immediately following clause (B)) and all Subsequent Recoveries received in respect of each Liquidated
Mortgage Loan in the related Sub-Loan Group during the related Due Period and (B) the Stated Principal
Balance of each such Mortgage Loan that was purchased by an insurer from the Trust during the related
Prepayment Period pursuant to the related Primary Mortgage Insurance Policy, if any or otherwise;
(v) any amount allocated to the Available Funds of the related Sub-Loan Group
pursuant to Section 6.02(i)(a)(G); and
(vi) the related Senior Prepayment Percentage of the sum of (a) the Stated
Principal Balance of each Mortgage Loan in the related Sub-Loan Group that was repurchased by the
Sponsor in connection with such Distribution Date and (b) the excess, if any, of the Stated Principal
Balance of a Mortgage Loan in the related Sub-Loan Group that has been replaced by the Sponsor with a
substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in connection with such
Distribution Date over the Stated Principal Balance of such substitute Mortgage Loan.
Group II Senior Percentage: With respect to each Certificate Group related to a Sub-Loan Group
in Loan Group II, initially 91.25%. With respect to any Distribution Date and a Certificate Group
related to a Sub-Loan Group in Loan Group II, the lesser of (i) 100% and (ii) the percentage obtained by
dividing the aggregate Certificate Principal Balance of the Senior Certificates (other than the Class
II-X Certificates) in such Certificate Group immediately preceding such Distribution Date by the
aggregate Stated Principal Balance of the Mortgage Loans in the related Sub-Loan Group as of the
beginning of the related Due Period.
Group II Senior Prepayment Percentage: With respect to a Certificate Group related to a
Sub-Loan Group in Loan Group II and any Distribution Date occurring during the periods set forth below,
as follows:
Period (dates inclusive) Senior Prepayment Percentage
May 2006 – April 2013 100%
May 2013 – April 2014 Senior Percentage for the related Certificate Group plus
70% of the Subordinate Percentage for the related Sub-Loan
Group.
May 2014 – April 2015 Senior Percentage for the related Certificate Group plus
60% of the Subordinate Percentage for the related Sub-Loan
Group.
May 2015 – April 2016 Senior Percentage for the related Certificate Group plus
40% of the Subordinate Percentage for the related Sub-Loan
Group.
May 2016 – April 2017 Senior Percentage for the related Certificate Group plus
20% of the Subordinate Percentage for the related Sub-Loan
Group.
May 2017 and thereafter Senior Percentage for the related Certificate Group.
In addition, no reduction of the Senior Prepayment Percentage for the related Certificate Group
shall occur on any Distribution Date unless, as of the last day of the month preceding such Distribution
Date, (A) the aggregate Stated Principal Balance of the Group II Mortgage Loans in all Sub-Loan Groups
in Loan Group II delinquent 60 days or more (including for this purpose any such Group II Mortgage Loans
in foreclosure and Group II Mortgage Loans with respect to which the related Mortgaged Property has been
acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate
Certificate Principal Balance of the Group II Subordinate Certificates does not exceed 50%; and (B)
cumulative Realized Losses on the Group II Mortgage Loans in all Sub-Loan Groups in Loan Group II do not
exceed (a) 30% of the Original Group II Subordinate Principal Balance if such Distribution Date occurs
between and including May 2013 and April 2014, (b) 35% of the Original Group II Subordinate Principal
Balance if such Distribution Date occurs between and including May 2014 and April 2015, (c) 40% of the
Original Group II Subordinate Principal Balance if such Distribution Date occurs between and including
May 2015 and April 2016, (d) 45% of the Original Group II Subordinate Principal Balance if such
Distribution Date occurs between and including May 2016 and April 2017, and (e) 50% of the Original
Group II Subordinate Principal Balance if such Distribution Date occurs during or after May 2017.
In addition, if on any Distribution Date the weighted average of the Subordinate Percentages
for such Distribution Date is equal to or greater than two times the weighted average of the initial
Subordinate Percentages, and (a) the aggregate Stated Principal Balance of the Group II Mortgage Loans
for all Sub-Loan Groups delinquent 60 days or more (including for this purpose any such Mortgage Loans
in foreclosure and such Group II Mortgage Loans with respect to which the related Mortgaged Property has
been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate
Certificate Principal Balance of the Group II Subordinate Certificates does not exceed 50% and (b)(i) on
or prior to the Distribution Date in April 2009, cumulative Realized Losses on the Group II Mortgage
Loans for all Sub-Loan Groups in Loan Group II as of the end of the related Prepayment Period do not
exceed 20% of the Original Group II Subordinate Principal Balance and (ii) after the Distribution Date
in March 2009 cumulative Realized Losses on the Group II Mortgage Loans for all Sub-Loan Groups in Loan
Group II as of the end of the related Prepayment Period do not exceed 30% of the Original Group II
Subordinate Principal Balance, then, the Senior Prepayment Percentage for such Distribution Date will
equal the Senior Percentage for the related Certificate Group; provided, however, if on such
Distribution Date the Subordinate Percentage is equal to or greater than two times the initial
Subordinate Percentage on or prior to the Distribution Date occurring in April 2009 and the above
delinquency and loss tests are met, then the Senior Prepayment Percentage for the related Certificate
Group for such Distribution Date will equal the related Senior Percentage plus 50% of the related
Subordinate Percentage.
Notwithstanding the foregoing, if on any Distribution Date the percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Group II Senior Certificates immediately
preceding such Distribution Date, and the denominator of which is the Stated Principal Balance of the
Group II Mortgage Loans as of the beginning of the related Due Period, exceeds such percentage as of the
Cut-off Date, the Senior Prepayment Percentage with respect to all of the Group II Senior Certificates
will equal 100%.
Group II Significance Estimate: With respect to any Distribution Date and each related Cap
Contract, and in accordance with Item 1115 of Regulation AB, shall be an amount determined based on the
reasonable good-faith estimate by the Depositor of the maximum probable exposure of each of the
outstanding Class II-B-1 Certificates and Class II-B-2 Certificates to the related Cap Contracts.
Group II Significance Percentage: With respect to any Distribution Date and each related Cap
Contract, and in accordance with Item 1115 of Regulation AB, shall be an percentage equal to the related
Significance Estimate divided by the outstanding Certificate Principal Balance of the Class II-B-1
Certificates and the Class II-B-2 Certificates, as applicable, prior to the distribution of the related
Principal Distribution Amount on such Distribution Date.
Group II Subordinate Certificates: The Group II Offered Subordinate Certificates and the Group
II Non-Offered Subordinate Certificates.
Group II Subordinate Optimal Principal Amount: With respect to any Distribution Date and any
Sub-Loan Group in Loan Group II, an amount equal to the sum, without duplication, of the following (but
in no event greater than the aggregate Certificate Principal Balance of the Group II Subordinate
Certificates immediately prior to such Distribution Date):
(i) the related Subordinate Percentage of the principal portion of all Scheduled Payments
due on each Outstanding Mortgage Loan in the related Sub-Loan Group on the related Due Date as specified
in the amortization schedule at the time applicable thereto (after adjustment for previous Principal
Prepayments but before any adjustment to such amortization schedule by reason of any bankruptcy or
similar proceeding or any moratorium or similar waiver or grace period);
(ii) the related Subordinate Prepayment Percentage of the Stated Principal Balance of each
Mortgage Loan in the related Sub-Loan Group that was the subject of a Principal Prepayment in full
received by the Servicers during the related Prepayment Period;
(iii) the related Subordinate Prepayment Percentage of the amount of all Principal
Prepayments in part received by the Servicers in respect to the Mortgage Loan in the related Sub-Loan
Group during the related Prepayment Period;
(iv) the excess, if any, of (a) all Net Liquidation Proceeds allocable to principal
received during the related Prepayment Period in respect of each Liquidated Mortgage Loan in the related
Sub-Loan Group and all Subsequent Recoveries received in respect of each Liquidated Mortgage Loan during
the related Due Period over (b) the sum of the amounts distributable to the Senior Certificates in the
related Certificate Group pursuant to clause (iv) of the definition of Senior Optimal Principal Amount
on such Distribution Date;
(v) the related Subordinate Prepayment Percentage of the sum of (a) the Stated Principal
Balance of each Mortgage Loan in the related Sub-Loan Group that was purchased by the Sponsor in
connection with such Distribution Date and (b) the difference, if any, between the Stated Principal
Balance of a Mortgage Loan in the related Sub-Loan Group that has been replaced by the Sponsor with a
Substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in connection with such
Distribution Date over the Stated Principal Balance of such Substitute Mortgage Loan; and
(vi) on the Distribution Date on which the Certificate Principal Balances of the Senior
Certificates in the related Certificate Group have all been reduced to zero, 100% of the Senior Optimal
Principal Amount for the related Sub-Loan Group. After the aggregate Certificate Principal Balance of
the Subordinate Certificates has been reduced to zero, the Subordinate Optimal Principal Amount shall be
zero.
Group II Subordinate Percentage: With respect to each Sub-Loan Group included in Loan Group II
on any Distribution Date, 100% minus the Senior Percentage for the related Certificate Group.
Group II Subordinate Prepayment Percentage: With respect to each Loan Group included in Loan
Group II on any Distribution Date, 100% minus the Senior Percentage for the related Certificate Group.
Group III Aggregate Subordinate Optimal Principal Amount: With respect to any Distribution
Date, the sum of the Group III Subordinate Optimal Principal Amounts for all Sub-Loan Groups in Loan
Group III for such Distribution Date.
Group III Certificates: The Group III Senior Certificates and the Group III Subordinate
Certificates.
Group III Cross-Over Date: The first Distribution Date on which the aggregate Certificate
Principal Balance of the Group III Subordinate Certificates has been reduced to zero.
Group III Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group III Non-Offered Subordinate Certificates: The Class III-B-4, Class III-B-5 and Class
III-B-6 Certificates.
Group III Offered Certificates: The Group III Senior Certificates and the Group III Offered
Subordinate Certificates.
Group III Offered Subordinate Certificates: The Class III-B-1, Class III-B-2 and Class III-B-3
Certificates.
Group III Senior Certificates: The Class III-1A-1, Class III-1A-2, Class III-1X-1, Class
III-2A-1, Class III-2A-2, Class III-2X-1, Class III-3A-1, Class III-3A-2, Class III-4A-1, Class
III-4A-2, Class III-4X-1, Class III-5A-1, Class III-5A-2, Class III-6A-1 and Class III-6A-2 Certificates.
Group III Senior Optimal Principal Amount: With respect to each Distribution Date and a
Certificate Group related to a Sub-Loan Group in Loan Group III, an amount equal to the sum, without
duplication, of the following (but in no event greater than the aggregate Certificate Principal Balances
of the related Certificate Group immediately prior to such Distribution Date):
(i) the related Senior Percentage of the principal portion of all Scheduled
Payments due on each Outstanding Mortgage Loan in the related Sub-Loan Group on the related Due Date as
specified in the amortization schedule at the time applicable thereto (after adjustments for previous
Principal Prepayments but before any adjustment to such amortization schedule by reason of any
bankruptcy or similar proceeding or any moratorium or similar waiver or grace period if the related
Distribution Date occurs prior to the related Cross-over Date);
(ii) the related Senior Prepayment Percentage of the Stated Principal Balance of
Mortgage Loan in the related Sub-Loan Group which was the subject of a Principal Prepayment in full
received by the Servicers during the related Prepayment Period;
(iii) the related Senior Prepayment Percentage of amount of all Principal
Prepayments in part allocated to principal received by the Servicers during the related Prepayment
Period in respect to each Mortgage Loan in the related Sub-Loan Group;
(iv) the lesser of (a) the related Senior Prepayment Percentage of the sum of (A)
all Net Liquidation Proceeds allocable to principal received in respect of each Mortgage Loan in the
related Sub-Loan Group that became a Liquidated Mortgage Loan during the related Prepayment Period
(other than Mortgage Loans described in the immediately following clause (B)) and all Subsequent
Recoveries received in respect of each Liquidated Mortgage Loan in the related Sub-Loan Group during the
related Due Period and (B) the Stated Principal Balance of each such Mortgage Loan purchased by an
insurer from the Trust during the related Prepayment Period pursuant to the related Primary Mortgage
Insurance Policy, if any, or otherwise and (b) the related Senior Percentage of the sum of (A) the
Stated Principal Balance of each Mortgage Loan in the related Sub-Loan Group which became a Liquidated
Mortgage Loan during the related Prepayment Period (other than the Mortgage Loans described in the
immediately following clause (B)) and all Subsequent Recoveries received in respect of each Liquidated
Mortgage Loan in the related Sub-Loan Group during the related Due Period and (B) the Stated Principal
Balance of each such Mortgage Loan that was purchased by an insurer from the Trust during the related
Prepayment Period pursuant to the related Primary Mortgage Insurance Policy, if any or otherwise;
(v) any amount allocated to the Available Funds of the related Sub-Loan Group
pursuant to Section 6.02(i)(a)(I); and
(vi) the related Senior Prepayment Percentage of the sum of (a) the Stated
Principal Balance of each Mortgage Loan in the related Sub-Loan Group that was repurchased by the
Sponsor in connection with such Distribution Date and (b) the excess, if any, of the Stated Principal
Balance of a Mortgage Loan in the related Sub-Loan Group that has been replaced by the Sponsor with a
substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in connection with such
Distribution Date over the Stated Principal Balance of such substitute Mortgage Loan.
Group III Senior Percentage: With respect to each Certificate Group related to a Sub-Loan
Group in Loan Group III, initially 93.40%. With respect to any Distribution Date and a Certificate
Group related to a Sub-Loan Group in Loan Group III, the lesser of (i) 100% and (ii) the percentage
obtained by dividing the aggregate Certificate Principal Balance of the Senior Certificates (other than
the Class II-X Certificates) in such Certificate Group immediately preceding such Distribution Date by
the aggregate Stated Principal Balance of the Mortgage Loans in the related Sub-Loan Group as of the
beginning of the related Due Period.
Group III Senior Prepayment Percentage: With respect to a Certificate Group related to a
Sub-Loan Group in Loan Group III and any Distribution Date occurring during the periods set forth below,
as follows:
Period (dates inclusive) Senior Prepayment Percentage
May 2006 – April 2013 100%
May 2013 – April 2014 Senior Percentage for the related Certificate Group plus
70% of the Subordinate Percentage for the related Sub-Loan
Group.
May 2014 – April 2015 Senior Percentage for the related Certificate Group plus
60% of the Subordinate Percentage for the related Sub-Loan
Group.
May 2015 – April 2016 Senior Percentage for the related Certificate Group plus
40% of the Subordinate Percentage for the related Sub-Loan
Group.
May 2016 – April 2017 Senior Percentage for the related Certificate Group plus
20% of the Subordinate Percentage for the related Sub-Loan
Group.
May 2017 and thereafter Senior Percentage for the related Certificate Group.
In addition, no reduction of the Senior Prepayment Percentage for the related Certificate Group
shall occur on any Distribution Date unless, as of the last day of the month preceding such Distribution
Date, (A) the aggregate Stated Principal Balance of the Group III Mortgage Loans in all Sub-Loan Groups
in Loan Group III delinquent 60 days or more (including for this purpose any such Group III Mortgage
Loans in foreclosure and Group III Mortgage Loans with respect to which the related Mortgaged Property
has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the
aggregate Certificate Principal Balance of the Group III Subordinate Certificates does not exceed 50%;
and (B) cumulative Realized Losses on the Group III Mortgage Loans in all Sub-Loan Groups in Loan Group
III do not exceed (a) 30% of the Original Group III Subordinate Principal Balance if such Distribution
Date occurs between and including May 2013 and April 2014, (b) 35% of the Original Group III Subordinate
Principal Balance if such Distribution Date occurs between and including May 2014 and April 2015, (c)
40% of the Original Group III Subordinate Principal Balance if such Distribution Date occurs between and
including May 2015 and April 2016, (d) 45% of the Original Group III Subordinate Principal Balance if
such Distribution Date occurs between and including May 2016 and April 2017, and (e) 50% of the Original
Group III Subordinate Principal Balance if such Distribution Date occurs during or after May 2017.
In addition, if on any Distribution Date the weighted average of the Subordinate Percentages
for such Distribution Date is equal to or greater than two times the weighted average of the initial
Subordinate Percentages, and (a) the aggregate Stated Principal Balance of the Group III Mortgage Loans
for all Sub-Loan Groups delinquent 60 days or more (including for this purpose any such Mortgage Loans
in foreclosure and such Group III Mortgage Loans with respect to which the related Mortgaged Property
has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate
Certificate Principal Balance of the Group III Subordinate Certificates does not exceed 50% and
(b)(i) on or prior to the Distribution Date in April 2009, cumulative Realized Losses on the Group III
Mortgage Loans for all Sub-Loan Groups in Loan Group III as of the end of the related Prepayment Period
do not exceed 20% of the Original Group III Subordinate Principal Balance and (ii) after the
Distribution Date in March 2009 cumulative Realized Losses on the Group III Mortgage Loans for all
Sub-Loan Groups in Loan Group III as of the end of the related Prepayment Period do not exceed 30% of
the Original Group III Subordinate Principal Balance, then, the Senior Prepayment Percentage for such
Distribution Date will equal the Senior Percentage for the related Certificate Group; provided, however,
if on such Distribution Date the Subordinate Percentage is equal to or greater than two times the
initial Subordinate Percentage on or prior to the Distribution Date occurring in April 2009 and the
above delinquency and loss tests are met, then the Senior Prepayment Percentage for the related
Certificate Group for such Distribution Date will equal the related Senior Percentage plus 50% of the
related Subordinate Percentage.
Notwithstanding the foregoing, if on any Distribution Date the percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Group III Senior Certificates immediately
preceding such Distribution Date, and the denominator of which is the Stated Principal Balance of the
Group III Mortgage Loans as of the beginning of the related Due Period, exceeds such percentage as of
the Cut-off Date, the Senior Prepayment Percentage with respect to all of the Group III Senior
Certificates will equal 100%.
Group III Subordinate Certificates: The Group III Offered Subordinate Certificates and the
Group III Non-Offered Subordinate Certificates.
Group III Subordinate Optimal Principal Amount: With respect to any Distribution Date and any
Sub-Loan Group in Loan Group III, an amount equal to the sum, without duplication, of the following (but
in no event greater than the aggregate Certificate Principal Balance of the Group III Subordinate
Certificates immediately prior to such Distribution Date):
(i) the related Subordinate Percentage of the principal portion of all Scheduled Payments
due on each Outstanding Mortgage Loan in the related Sub-Loan Group on the related Due Date as specified
in the amortization schedule at the time applicable thereto (after adjustment for previous Principal
Prepayments but before any adjustment to such amortization schedule by reason of any bankruptcy or
similar proceeding or any moratorium or similar waiver or grace period);
(ii) the related Subordinate Prepayment Percentage of the Stated Principal Balance of each
Mortgage Loan in the related Sub-Loan Group that was the subject of a Principal Prepayment in full
received by the Servicers during the related Prepayment Period;
(iii) the related Subordinate Prepayment Percentage of the amount of all Principal
Prepayments in part received by the Servicers in respect to the Mortgage Loan in the related Sub-Loan
Group during the related Prepayment Period;
(iv) the excess, if any, of (a) all Net Liquidation Proceeds allocable to principal
received during the related Prepayment Period in respect of each Liquidated Mortgage Loan in the related
Sub-Loan Group and all Subsequent Recoveries received in respect of each Liquidated Mortgage Loan during
the related Due Period over (b) the sum of the amounts distributable to the Senior Certificates in the
related Certificate Group pursuant to clause (iv) of the definition of Senior Optimal Principal Amount
on such Distribution Date;
(v) the related Subordinate Prepayment Percentage of the sum of (a) the Stated Principal
Balance of each Mortgage Loan in the related Sub-Loan Group that was purchased by the Sponsor in
connection with such Distribution Date and (b) the difference, if any, between the Stated Principal
Balance of a Mortgage Loan in the related Sub-Loan Group that has been replaced by the Sponsor with a
Substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in connection with such
Distribution Date over the Stated Principal Balance of such Substitute Mortgage Loan; and
(vi) on the Distribution Date on which the Certificate Principal Balances of the Senior
Certificates in the related Certificate Group have all been reduced to zero, 100% of the Senior Optimal
Principal Amount for the related Sub-Loan Group. After the aggregate Certificate Principal Balance of
the Subordinate Certificates has been reduced to zero, the Subordinate Optimal Principal Amount shall be
zero.
Group III Subordinate Percentage: With respect to each Sub-Loan Group included in Loan Group
III on any Distribution Date, 100% minus the Senior Percentage for the related Certificate Group.
Group III Subordinate Prepayment Percentage: With respect to each Sub-Loan Group included in
Loan Group III on any Distribution Date, 100% minus the Senior Prepayment Percentage for the related
Certificate Group.
Harbourside: Savannah Bank, NA dba Harbourside Mortgage Corporation, and its successor in
interest.
Harbourside Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of
April 1, 2005, as amended by Amendment No. 1, dated as of January 31, 2006, between Harbourside and EMC,
attached hereto as Exhibit H-10.
Holder: The Person in whose name a Certificate is registered in the Certificate Register,
except that, subject to Sections 11.02(b) and 11.05(e), solely for the purpose of giving any consent
pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Master
Servicer, the Securities Administrator or the Trustee or any Affiliate thereof shall be deemed not to be
outstanding and the Fractional Undivided Interest evidenced thereby shall not be taken into account in
determining whether the requisite percentage of Fractional Undivided Interests necessary to effect any
such consent has been obtained.
HomeBanc: HomeBanc Mortgage Corporation, and its successor in interest.
HomeBanc Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of
January 1, 2004, as amended by the Amended and Restated Amendment No. 1, dated as of January 27, 2006,
between Homebanc and EMC, attached hereto as Exhibit H-11.
HSBC: HSBC Mortgage Corporation (USA), and its successor in interest.
HSBC Servicing Agreement: The Amended and Restated Purchase, Warranties and Servicing
Agreement, dated as of September 1, 2005, as amended by Amendment Reg AB, dated as of November 7, 2005,
between HSBC and EMC, attached hereto as Exhibit H-12.
Indemnified Persons: The Trustee, the Master Servicer, the Custodian and the Securities
Administrator and their officers, directors, agents and employees and, with respect to the Trustee, any
separate co-trustee and its officers, directors, agents and employees.
Index: The index, if any, specified in a Mortgage Note by reference to which the related
Mortgage Interest Rate will be adjusted from time to time.
Individual Certificate: Any Private Certificate registered in the name of the Holder other
than the Depository or its nominee.
Initial Certification: The certification substantially in the form of Exhibit One to the
Custodial Agreement.
Initial Coverage Account: The account or sub-account established and maintained pursuant to
Section 4.10(a) and which shall be an Eligible Account or a sub-account of an Eligible Account.
Initial Mortgage Loan: A Mortgage Loan transferred and assigned to the Trust on the Closing
Date pursuant to Section 2.01 and held as a part of the Trust, as identified in the applicable Mortgage
Loan Schedule.
Institutional Accredited Investor: Any Person meeting the requirements of Rule 501(a)(l), (2),
(3) or (7) of Regulation D under the Securities Act or any entity all of the equity holders in which
come within such paragraphs.
Insurance Policy: With respect to any Mortgage Loan, any standard hazard insurance policy,
flood insurance policy or title insurance policy.
Insurance Proceeds: Amounts paid by the insurer under any Insurance Policy covering any
Mortgage Loan or Mortgaged Property other than amounts required to be paid over to the Mortgagor
pursuant to law or the related Mortgage Note or Security Instrument and other than amounts used to
repair or restore the Mortgaged Property or to reimburse insured expenses, including the related
Servicer's costs and expenses incurred in connection with presenting claims under the related Insurance
Policies.
Interest Accrual Period: With respect to each Distribution Date, for each Class of Group II
Certificates (other than the Class II-B-1 Certificates and the Class II-B-2 Certificates) and Group III
Certificates, the calendar month preceding the month in which such Distribution Date occurs. The
Interest Accrual Period for the Group I Certificates, the Class I-B-3, Class II-B-1 and Class II-B-2
Certificates will be the period from and including the preceding Distribution Date (or from and
including the Closing Date, in the case of the first Distribution Date) to and including the day prior
to the current Distribution Date.
Interest Adjustment Date: With respect to a Mortgage Loan, the date, if any, specified in the
related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.
Interest Carryforward Amount: As of the first Distribution Date and with respect to each Class
of Group I Offered Certificates, zero, and for each Distribution Date thereafter, the sum of (i) the
excess of (a) the Current Interest for such Class with respect to prior Distribution Dates over (b) the
amount actually distributed to such Class of Group I Certificates with respect to interest on or after
such prior Distribution Dates and (ii) interest thereon (to the extent permitted by applicable law) at
the applicable Pass-Through Rate for such Class for the related Interest Accrual Period including the
Interest Accrual Period relating to such Distribution Date.
Interest Coverage Account: The account or sub-account established and maintained pursuant to
Section 4.09(a) and which shall be an Eligible Account or a sub-account of an Eligible Account.
Interest Coverage Amount: The amount to be paid by the Depositor to the Paying Agent for
deposit in the Interest Coverage Account on the Closing Date pursuant to Section 4.09, which amount is $
1,573,411.36.
Interest Funds: For any Distribution Date and Loan Group I, (i) the sum, without duplication,
of (a) all scheduled interest collected in respect to the related Group I Mortgage Loans during the
related Due Period less the related Servicing Fee, (b) all Monthly Advances relating to interest with
respect to the related Group I Mortgage Loans remitted by the related Servicer or Master Servicer, as
applicable, on or prior to the related Distribution Account Deposit Date, (c) all Compensating Interest
Payments with respect to the Group I Mortgage Loans and required to be remitted by the Master Servicer
pursuant to this Agreement or the related Servicer pursuant to the related Servicing Agreement with
respect to such Distribution Date, (d) Liquidation Proceeds with respect to the related Group I Mortgage
Loans collected during the related Prepayment Period (or, in the case of Subsequent Recoveries, during
the related Due Period), to the extent such Liquidation Proceeds relate to interest, (e) all amounts
relating to interest with respect to each related Group I Mortgage Loan purchased by EMC pursuant to
Sections 2.02 and 2.03 or by the Depositor pursuant to Section 3.21 during the related Due Period, (f)
all amounts in respect of interest paid by EMC pursuant to Section 10.01 in respect to Loan Group I, in
each case to the extent remitted by EMC or its designee, as applicable, to the Distribution Account
pursuant to this Agreement, and (g) any amount withdrawn from the Pre-Funding Reserve Account pursuant
to Section 4.08(c)(iii) in respect of Loan Group III minus (ii) all amounts relating to interest
required to be reimbursed pursuant to Sections 4.01 and 4.05 or as otherwise set forth in this Agreement
and allocated to Loan Group I.
Interest Shortfall: With respect to any Distribution Date and each Mortgage Loan that during
the related Prepayment Period was the subject of a Principal Prepayment or constitutes a Relief Act
Mortgage Loan, an amount determined as follows:
(a) Partial Principal Prepayments received during the relevant Prepayment Period:
The difference between (i) one month's interest at the applicable Net Rate on the amount of such
prepayment and (ii) the amount of interest for the calendar month of such prepayment (adjusted to the
applicable Net Rate) received at the time of such prepayment;
(b) Principal Prepayments in full received during the relevant Prepayment Period: The
difference between (i) one month's interest at the applicable Net Rate on the Stated Principal Balance
of such Mortgage Loan immediately prior to such prepayment and (ii) the amount of interest for the
calendar month of such prepayment (adjusted to the applicable Net Rate) received at the time of such
prepayment; and
(c) Relief Act Mortgage Loans: As to any Relief Act Mortgage Loan, the excess of (i) 30
days' interest (or, in the case of a principal prepayment in full, interest to the date of prepayment)
on the Stated Principal Balance thereof (or, in the case of a principal prepayment in part, on the
amount so prepaid) at the related Net Rate over (ii) 30 days' interest (or, in the case of a principal
prepayment in full, interest to the date of prepayment) on such Stated Principal Balance (or, in the
case of a Principal Prepayment in part, on the amount so prepaid) at the annual interest rate required
to be paid by the Mortgagor as limited by application of the Relief Act.
Interim Certification: The certification substantially in the form of Exhibit Two to the
Custodial Agreement.
Investment Letter: The letter to be furnished by each Institutional Accredited Investor which
purchases any of the Private Certificates in connection with such purchase, substantially in the form
set forth as Exhibit F-1 hereto.
Lender-Paid PMI Policy: Any lender-paid primary mortgage insurance policy.
Lender-Paid PMI Rate: With respect to each Mortgage Loan covered by a Lender-Paid PMI policy,
the premium to be paid by the applicable Servicer out of interest collections on the related Mortgage
Loan, as stated in the Mortgage Loan Schedule.
LIBOR Business Day: Any day other than a Saturday or a Sunday or a day on which banking
institutions in the city of London, England are required or authorized by law to be closed.
LIBOR Determination Date: With respect to each Class of Offered Certificates and for the first
Interest Accrual Period, April 26, 2006. With respect to each Class of Offered Certificates and any
Interest Accrual Period thereafter, the second LIBOR Business Day preceding the commencement of such
Interest Accrual Period.
Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which the Servicer or the Master
Servicer has determined that all amounts it expects to recover from or on account of such Mortgage Loan
have been recovered.
Liquidation Date: With respect to any Liquidated Mortgage Loan, the date on which the Master
Servicer or the Servicer has certified that such Mortgage Loan has become a Liquidated Mortgage Loan.
Liquidation Expenses: With respect to a Mortgage Loan in liquidation, unreimbursed expenses
paid or incurred by or for the account of the Master Servicer or the Servicer in connection with the
liquidation of such Mortgage Loan and the related Mortgage Property, such expenses including (a)
property protection expenses, (b) property sales expenses, (c) foreclosure and sale costs, including
court costs and reasonable attorneys' fees, and (d) similar expenses reasonably paid or incurred in
connection with liquidation.
Liquidation Proceeds: Amounts received in connection with the liquidation of a defaulted
Mortgage Loan, whether through trustee's sale, foreclosure sale, Insurance Proceeds, condemnation
proceeds or otherwise and Subsequent Recoveries.
Loan Group: Loan Group I, Loan Group II or Loan Group III, as applicable.
Loan Group I: The Mortgage Loans identified as such on the Mortgage Loan Schedule.
Loan Group II: Sub-Loan Group II-1, Sub-Loan Group II-2, Sub-Loan Group II-3 and Sub-Loan Group
II-4.
Loan Group III: Sub-Loan Group III-1, Sub-Loan Group III-2, Sub-Loan Group III-3, Sub-Loan
Group III-4, Sub-Loan Group III-5 and Sub-Loan Group III-6.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the fraction, expressed as a
percentage, the numerator of which is the original principal balance of the related Mortgage Loan and
the denominator of which is the Original Value of the related Mortgaged Property.
Loss Allocation Limitation: The meaning specified in Section 6.04(c) hereof.
Loss Severity Percentage: With respect to any Distribution Date, the percentage equivalent of
a fraction, the numerator of which is the amount of Realized Losses incurred on a Mortgage Loan and the
denominator of which is the Stated Principal Balance of such Mortgage Loan immediately prior to the
liquidation of such Mortgage Loan.
Lost Notes: The original Mortgage Notes that have been lost, as indicated on the Mortgage Loan
Schedule.
Margin: With respect to any Distribution Date on or prior to the first possible optional
termination date for the Group I Certificates and (i) the Class I-A-1 Certificates, 0.190% per annum,
(ii) the Class I-A-2 Certificates, 0.270% per annum, (iii) the Class I-M-1 Certificates, 0.350% per
annum, (iv) the Class I-M-2 Certificates, 0.450% per annum, (v) the Class I-B-1 Certificates, 1.300% per
annum, (vi) the Class I-B-2 Certificates, 2.150% per annum, and (vii) the Class I-B-3 Certificates,
2.150% per annum; and with respect to any distribution date after the first possible optional
termination date for the Group I Certificates and (i) the Class I-A-1 Certificates, 0.380% per annum,
(ii) the Class I-A-2 Certificates, 0.540% per annum, (iii) the Class I-M-1 Certificates, 0.525% per
annum, (iv) the Class I-M-2 Certificates, 0.675% per annum, (v) the Class I-B-1 Certificates, 1.950% per
annum, (vi) the Class I-B-2 Certificates, 3.225% per annum, and (vii) the Class I-B-3 Certificates,
3.225% per annum; with respect to any distribution date on or prior to the first possible optional
termination date for the Class II-B-1 Certificates and the Class II-B-2 Certificates and (i) the Class
II-B-1 Certificates, 0.380% per annum, and (ii) the Class II-B-2 Certificates, 0.490% per annum; and
with respect to any distribution date after the first possible optional termination date for the Class
II-B-1 Certificates and the Class II-B-2 Certificates and (i) the Class II-B-1 Certificates, 0.570% per
annum, and (ii) the Class II-B-2 Certificates, 0.735% per annum.
Marker Rate: With respect to the Class B-IO Certificates or REMIC VI Regular Interest B-IO-I
and any Distribution Date, in relation to the REMIC III Regular Interests LT1, LT2, LT3 and LT4, a per
annum rate equal to two (2) times the weighted average of the Uncertificated REMIC III Pass-Through
Rates for REMIC III Regular Interest LT2 and REMIC III Regular Interest LT3.
Master Servicer: As of the Closing Date, Wells Fargo Bank, National Association and,
thereafter, its respective successors in interest that meet the qualifications of the Servicing
Agreements and this Agreement.
Master Servicer Information: As defined in Section 3.18(c).
Master Servicing Compensation: The meaning specified in Section 3.14.
Material Defect: The meaning specified in Section 2.02(a).
Maximum Lifetime Mortgage Rate: The maximum level to which a Mortgage Interest Rate can adjust
in accordance with its terms, regardless of changes in the applicable Index.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing
under the laws of the State of Delaware, or any successor thereto.
MERS® System: The system of recording transfers of Mortgage Loans electronically maintained by
MERS.
Mid America: Mid America Bank, FSB, and its successor in interest.
Mid America Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as of
February 1, 2006, as amended by Amendment No. 1 to the Purchase, Warranties and Servicing Agreement,
dated as of February 1, 2006, between Mid America and EMC, attached hereto as Exhibit H-13.
MIN: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS®
System.
Minimum Lifetime Mortgage Rate: The minimum level to which a Mortgage Interest Rate can adjust
in accordance with its terms, regardless of changes in the applicable Index.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the
origination thereof.
Monthly Advance: An advance of principal or interest required to be made by the applicable
Servicer pursuant to the related Servicing Agreement or the Master Servicer pursuant to Section 6.08.
Monthly Statement: The statement delivered to the Certificateholders pursuant to Section 6.07.
Monthly Delinquency Percentage: With respect to a Distribution Date, the percentage equivalent
of a fraction, the numerator of which is the aggregate Stated Principal Balance of the Group I Mortgage
Loans that are 60 days or more Delinquent or are in bankruptcy or foreclosure or are REO Properties for
such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of Group I
Mortgage Loans for such Distribution Date.
Moody's: Moody's Investors Service, Inc. or its successor in interest.
Morgan Stanley: Morgan Stanley Dean Witter Credit Corporation, and its successor in interest.
Morgan Stanley Servicing Agreement: The Purchase, Warranties and Servicing Agreement, dated as
of June 26, 2002, between Morgan Stanley and EMC, attached hereto as Exhibit H-14.
Mortgage: The mortgage, deed of trust or other instrument creating a first priority lien on an
estate in fee simple or leasehold interest in real property securing a Mortgage Loan.
Mortgage File: The mortgage documents listed in Section 2.01(b) pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this
Agreement.
Mortgage Interest Rate: The annual rate at which interest accrues from time to time on any
Mortgage Loan pursuant to the related Mortgage Note, which rate is initially equal to the "MortgageInterest Rate" set forth with respect thereto on the Mortgage Loan Schedule.
Mortgage Loan: A mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01, Section 2.04 or Section 2.07 and held as a part of the Trust Fund, as identified in the
Mortgage Loan Schedule (which shall include, without limitation, with respect to each Mortgage Loan,
each related Mortgage Note, Mortgage and Mortgage File and all rights appertaining thereto), including a
mortgage loan the property securing which has become an REO Property.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement dated as of April 28,2006, between EMC, as seller, and Structured Asset Mortgage Investments II Inc., as purchaser, and all
amendments thereof and supplements thereto, attached as Exhibit J.
Mortgage Loan Schedule: The schedule, attached hereto as Exhibit B with respect to the Initial
Mortgage Loans, and the schedule attached as Exhibit 1 to the related Subsequent Transfer Instrument
with respect to the related Subsequent Mortgage Loans, each as amended from time to time to reflect the
repurchase or substitution of Mortgage Loans or the addition of Subsequent Mortgage Loans pursuant to
this Agreement, or the Mortgage Loan Purchase Agreement or the Subsequent Mortgage Loan Purchase
Agreement, as the case may be.
Mortgage Note: The originally executed note or other evidence of the indebtedness of a
Mortgagor under the related Mortgage Loan.
Mortgaged Property: Land and improvements securing the indebtedness of a Mortgagor under the
related Mortgage Loan or, in the case of REO Property, such REO Property.
Mortgagor: The obligor on a Mortgage Note.
Net Interest Shortfall: With respect to any Distribution Date, the Interest Shortfall, if any,
for such Distribution Date net of Compensating Interest Payments made with respect to such Distribution
Date.
Net Liquidation Proceeds: As to any Liquidated Mortgage Loan, Liquidation Proceeds net of
(i) Liquidation Expenses which are payable therefrom to the Servicer or the Master Servicer in accordance
with the Servicing Agreement or this Agreement and (ii) unreimbursed advances by the Servicer or the
Master Servicer and Monthly Advances.
Net Rate: With respect to each Mortgage Loan, the Mortgage Interest Rate in effect from time
to time less the sum of (1) the Servicing Fee Rate and (2) the Lender Paid PMI Rate, if any,
attributable thereto, in each case expressed as a per annum rate.
Net Rate Cap: For any Distribution Date and the Group I Certificates, the weighted average of
the Net Rates of the Group I Mortgage Loans in the related Sub-Loan Group as of the beginning of the
related Due Period, weighted on the basis of the Certificate Principal Balances thereof as of the
preceding Distribution Date; for any Distribution Date and the Class II-B-1 Certificates and the Class
II-B-2 Certificates, the weighted average of the weighted average net rate of the mortgage loans in each
Sub-Loan Group in Loan Group II weighted in proportion to the excess of the aggregate stated principal
balance of each such Sub-Loan Group over the aggregate Certificate Principal Balance of the Senior
Certificates related to such Sub-Loan Groups, in each case as adjusted to an effective rate reflecting
the accrual of interest on the basis of a 360-day year and the actual number of days elapsed in the
related Interest Accrual Period For federal income tax purposes, the Net Rate Cap with respect to the
Group I Subordinate Certificates is equal to the Uncertificate Pass-Through Rate for REMIC III Regular
Interests LT1 and LT2.
NIM Issuer: The entity established as the issuer of the NIM Securities.
NIM Securities: Any debt securities secured or otherwise backed by some or all of the
Certificates, including the Class R-X Certificate.
NIM Trustee: The trustee for the NIM Securities.
Non-Offered Subordinate Certificates: The Group I Non-Offered Subordinate Certificates, the
Group II Non-Offered Subordinate Certificates and the Group III Non-Offered Subordinate Certificates.
Nonrecoverable Advance: Any advance or Monthly Advance (i) which was previously made or is
proposed to be made by the Master Servicer, the Trustee (in its capacity as successor Master Servicer)
or the applicable Servicer and (ii) which, in the good faith judgment of the Master Servicer, the
Trustee in its capacity as successor Master Servicer or the applicable Servicer, will not or, in the
case of a proposed advance or Monthly Advance, would not, be ultimately recoverable by the Master
Servicer, the Trustee (as successor Master Servicer) or the applicable Servicer from Liquidation
Proceeds, Insurance Proceeds or future payments on the Mortgage Loan for which such advance or Monthly
Advance was made or is proposed to be made.
Notional Amount: The Notional Amount of (i) the Class II-1X-1 Certificates immediately prior
to any Distribution Date is equal to the Certificate Principal Balance of the Class II-1A-1 Certificates
and Class II-1A-2 Certificates (in the aggregate), (ii) the Class II-2X-1 Certificates is equal to the
Certificate Principal Balance of the Class II-2A-1 Certificates and Class II-2A-2 Certificates (in the
aggregate), (iii) the Class II-3X-1 Certificates immediately prior to any Distribution Date is equal to
the Certificate Principal Balance of the Class II-3A-1 Certificates and Class II-3A-2 Certificates (in
the aggregate), (iv) the Class II-X-B1 Certificates immediately prior to any Distribution Date is equal
to the Certificate Principal Balance of the Class II-B-1 Certificates, (v) the Class II-X-B2
Certificates immediately prior to any Distribution Date is equal to the Certificate Principal Balance of
the Class II-B-2 Certificates, (vi) the Class III-1X-1 Certificates immediately prior to any
Distribution Date is equal to the Certificate Principal Balance of the Class III-1A-1 Certificates and
Class III-1A-2 Certificates (in the aggregate), (vii) the Class III-2X-1 Certificates is equal to the
Certificate Principal Balance of the Class III-2A-1 Certificates and Class III-2A-2 Certificates (in the
aggregate), (viii) the Class III-4X-1 Certificates immediately prior to any Distribution Date is equal
to the Certificate Principal Balance of the Class III-4A-1 Certificates and Class III-4A-2 Certificates
(in the aggregate), and (ix) the Class B-IO Certificates immediately prior to any Distribution Date is
equal to the aggregate of the Uncertificated Principal Balances of the REMIC III Regular Interests.
Offered Certificates: The Group I Offered Certificates, the Group II Offered Certificates and
the Group III Offered Certificates.
Offered Subordinate Certificates: The Group I Offered Subordinate Certificates, the Group II
Offered Subordinate Certificates and the Group III Offered Subordinate Certificates.
Officer's Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of
the Board, the President or a Vice President or Assistant Vice President or other authorized officer of
the Master Servicer, the Seller, any Servicer or the Depositor, as applicable, and delivered to the
Trustee, as required by this Agreement.
One-Month LIBOR: With respect to any Interest Accrual Period, the rate determined by the
Securities Administrator on the related LIBOR Determination Date on the basis of the rate for U.S.
dollar deposits for one month that appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time)
on such LIBOR Determination Date; provided that the parties hereto acknowledge that One-Month LIBOR for
the first Interest Accrual Period shall the rate determined by the Securities Administrator two Business
Days prior to the Closing Date. If such rate does not appear on such page (or such other page as may
replace that page on that service, or if such service is no longer offered, such other service for
displaying One-Month LIBOR or comparable rates as may be reasonably selected by the Securities
Administrator), One-Month LIBOR for the applicable Interest Accrual Period will be the Reference Bank
Rate. If no such quotations can be obtained by the Securities Administrator and no Reference Bank Rate
is available, One-Month LIBOR will be One-Month LIBOR applicable to the preceding Interest Accrual
Period.
Opinion of Counsel: A written opinion of counsel who is or are acceptable to the Trustee and
who, unless required to be Independent (an "Opinion of Independent Counsel"), may be internal counsel
for the Company, the Master Servicer or the Depositor.
Optional Termination Date: With respect to (i) the Group I Mortgage Loans, the Distribution
Date on which the aggregate Stated Principal Balance of the Group I Mortgage Loans is less than 20% of
the Cut-off Date Balance as of the Closing Date, (ii) with respect to the Group II Mortgage Loans, the
Distribution Date on which the aggregate Stated Principal Balance of the Group II Mortgage Loans is less
than 10% of the Cut-off Date Balance and (iii) with respect to the Group III Mortgage Loans, the
Distribution Date on which the aggregate Stated Principal Balance of the Group III Mortgage Loans is
less than 10% of the sum of (A) the Cut-off Date Balance and (B) the Pre-Funded Amount as of the Closing
Date.
Original Group II Subordinate Principal Balance: The sum of the aggregate Certificate
Principal Balances of each Class of Group II Subordinate Certificates as of the Closing Date.
Original Group III Subordinate Principal Balance: The sum of the aggregate Certificate
Principal Balances of each Class of Group III Subordinate Certificates as of the Closing Date.
Original Value: The lesser of (i) the Appraised Value or (ii) the sales price of a Mortgaged
Property at the time of origination of a Mortgage Loan, except in instances where either clauses (i) or
(ii) is unavailable, the other may be used to determine the Original Value, or if both clauses (i) and
(ii) are unavailable, Original Value may be determined from other sources reasonably acceptable to the
Depositor.
Outstanding Mortgage Loan: With respect to any Due Date, a Mortgage Loan which, prior to such
Due Date, was not the subject of a Principal Prepayment in full, did not become a Liquidated Mortgage
Loan and was not purchased or replaced.
Outstanding Principal Balance: As of the time of any determination, the principal balance of a
Mortgage Loan remaining to be paid by the Mortgagor, or, in the case of an REO Property, the principal
balance of the related Mortgage Loan remaining to be paid by the Mortgagor at the time such property was
acquired by the Trust Fund less any Net Liquidation Proceeds with respect thereto to the extent applied
to principal.
Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of
(a) the aggregate Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date over
(b) the aggregate Certificate Principal Balance of the Group I Offered Certificates and the Class I-B-3
Certificates on such Distribution Date (after taking into account the payment of principal other than
any Extra Principal Distribution Amount on such Certificates).
Overcollateralization Release Amount: With respect to any Distribution Date is the lesser of
(x) the sum of the amounts described in clauses (1) through (5) in the definition of Principal Funds for
such Distribution Date and (y) the excess, if any, of (i) the Overcollateralization Amount for such
Distribution Date (assuming that 100% of such Principal Funds is applied as a principal payment on such
Distribution Date) over (ii) the Overcollateralization Target Amount for such Distribution Date (with
the amount pursuant to clause (y) deemed to be $0 if the Overcollateralization Amount is less than or
equal to the Overcollateralization Target Amount on that Distribution Date).
Overcollateralization Target Amount: With respect to any Distribution Date (a) prior to the
Stepdown Date, 1.40% of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the
Cut-off Date, (b) on or after the Stepdown Date and if a Trigger Event is not in effect, the greater of
(i) the lesser of (1) 1.40% of the aggregate Stated Principal Balance of the Group I Mortgage Loans as
of the Cut-off Date and (2) 2.80% of the then current aggregate Stated Principal Balance of the Group I
Mortgage Loans as of such Distribution Date and (ii) $4,606,188 and (c) on or after the Stepdown Date
and if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately
preceding Distribution Date.
Party Participating in the Servicing Function: Any Person performing any of the
responsibilities set forth in Exhibit K.
Pass-Through Rate: As to each Class of Certificates, the rate of interest determined as
provided with respect thereto in Section 5.01(c). Any monthly calculation of interest at a stated rate
shall be based upon annual interest at such rate divided by twelve.
Paying Agent: The Securities Administrator, or its successor in interest, or any successor
securities administrator appointed as herein provided.
Periodic Rate Cap: With respect to each Mortgage Loan, the maximum adjustment that can be made
to the Mortgage Interest Rate on each Interest Adjustment Date in accordance with its terms, regardless
of changes in the applicable Index.
Permitted Investments: Any one or more of the following obligations or securities held in the
name of the Trustee for the benefit of the Certificateholders:
(i) direct obligations of, and obligations the timely payment of which are fully
guaranteed by the United States of America or any agency or instrumentality of the United States of
America the obligations of which are backed by the full faith and credit of the United States of America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by
any depository institution or trust company incorporated under the laws of the United States of America
or any state thereof (including the Trustee, the Securities Administrator or the Master Servicer or its
Affiliates acting in its commercial banking capacity) and subject to supervision and examination by
federal and/or state banking authorities, provided that the commercial paper and/or the short-term debt
rating and/or the long-term unsecured debt obligations of such depository institution or trust company
at the time of such investment or contractual commitment providing for such investment have the
Applicable Credit Rating or better from each Rating Agency and (b) any other demand or time deposit or
certificate of deposit that is fully insured by the Federal Deposit Insurance Corporation;
(iii) repurchase obligations with respect to (a) any security described in clause
(i) above or (b) any other security issued or guaranteed by an agency or instrumentality of the United
States of America, the obligations of which are backed by the full faith and credit of the United States
of America, in either case entered into with a depository institution or trust company (acting as
principal) described in clause (ii)(a) above where the Securities Administrator holds the security in
the name of the Trustee therefor;
(iv) securities bearing interest or sold at a discount issued by any corporation
(including the Trustee, the Securities Administrator or the Master Servicer or its Affiliates)
incorporated under the laws of the United States of America or any state thereof that have the
Applicable Credit Rating or better from each Rating Agency at the time of such investment or contractual
commitment providing for such investment; provided, however, that securities issued by any particular
corporation will not be Permitted Investments to the extent that investments therein will cause the then
outstanding principal amount of securities issued by such corporation and held as part of the Trust to
exceed 10% of the aggregate Outstanding Principal Balances of all the Mortgage Loans and Permitted
Investments held as part of the Trust;
(v) commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more than one year after the
date of issuance thereof) having the Applicable Credit Rating or better from each Rating Agency at the
time of such investment;
(vi) a Reinvestment Agreement issued by any bank, insurance company or other
corporation or entity;
(vii) any other demand, money market or time deposit, obligation, security or
investment as may be acceptable to each Rating Agency as evidenced in writing by each Rating Agency to
the Trustee and the Securities Administrator; and
(viii) interests in any money market fund (including any such fund managed or advised
by the Trustee, the Securities Administrator or the Master Servicer or any affiliate thereof) which at
the date of acquisition of the interests in such fund and throughout the time such interests are held in
such fund has the highest applicable short term rating by each Rating Agency rating such funds or such
lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the
Certificates by each Rating Agency, as evidenced in writing; provided, however, that no instrument or
security shall be a Permitted Investment if such instrument or security evidences a right to receive
only interest payments with respect to the obligations underlying such instrument or if such security
provides for payment of both principal and interest with a yield to maturity in excess of 120% of the
yield to maturity at par or if such instrument or security is purchased at a price greater than par.
Permitted Transferee: Any Person other than a Disqualified Organization or an "electing large
partnership" (as defined by Section 775 of the Code).
Person: Any individual, corporation, partnership, joint venture, association, limited
liability company, joint-stock company, trust, unincorporated organization or government or any agency
or political subdivision thereof.
PHH: PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation), and any
successor thereto.
PHH Servicing Agreement: The Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated
as of April 26, 2001, between PHH, Bishop's Gate Residential Mortgage Trust and EMC, as attached hereto
as Exhibit H-15.
Physical Certificates: The Residual Certificates and the Private Certificates.
Plan: The meaning specified in Section 5.07(a).
Pre-Funded Amount: The amount to be paid by the Depositor to the Paying Agent for deposit in
the Pre-Funding Account on the Closing Date with respect to the Mortgage Loans in each Loan Group, which
amount is, with respect to Loan Group III, $100,805,879.99.
Pre-Funding Account: The account or sub-account established and maintained pursuant to Section
4.08 (a) and which shall be an Eligible Account or a sub-account of an Eligible Account.
Pre-Funding Period: The period from the Closing Date until the earliest of (i) the date on
which the amount on deposit in the Pre-Funding Account (exclusive of investment income) is reduced to
zero or (ii) July 17, 2006.
Pre-Funding Reserve Account: The account or sub-account established and maintained pursuant to
Section 4.08(d) and which shall be an Eligible Account or a sub-account of an Eligible Account.
Prepayment Charge: With respect to any Mortgage Loan, the charges or premiums, if any, due in
connection with a full or partial prepayment of such Mortgage Loan in accordance with the terms thereof
and described in the Mortgage Loan Schedule.
Prepayment Charge Loan: Any Mortgage Loan for which a Prepayment Charge may be assessed and to
which such Prepayment Charge the related Class XP Certificates are entitled, as indicated on the
Mortgage Loan Schedule.
Prepayment Interest Shortfall: With respect to any Distribution Date, for each Mortgage Loan
that was the subject of a partial Principal Prepayment or a Principal Prepayment in full during the
related Prepayment Period (other than a Principal Prepayment in full resulting from the purchase of a
Group I Mortgage Loan pursuant to Section 2.02, 2.03, 3.21 or 10.01 hereof), the amount, if any, by
which (i) one month's interest at the applicable Net Rate on the Stated Principal Balance of such Group
I Mortgage Loan immediately prior to such prepayment or in the case of a partial Principal Prepayment on
the amount of such prepayment exceeds (ii) the amount of interest paid or collected in connection with
such Principal Prepayment less the sum of (a) any Prepayment Charges and (b) the related Servicing Fee.
Prepayment Period: With respect to any Distribution Date and the Mortgage Loans serviced by
EMC, the period from the sixteenth day of the calendar month preceding the calendar month in which such
Distribution Date occurs through the close of business on the fifteenth day of the calendar month in
which such Distribution Date occurs. With respect to any Distribution Date and all other Mortgage
Loans, the period that is provided in the related Servicing Agreement.
Primary Mortgage Insurance Policy: Any primary mortgage guaranty insurance policy issued in
connection with a Mortgage Loan which provides compensation to a Mortgage Note holder in the event of
default by the obligor under such Mortgage Note or the related Security Instrument, if any or any
replacement policy therefor through the related Interest Accrual Period for such Class relating to a
Distribution Date.
Principal Distribution Amount: With respect to each Distribution Date, an amount equal to the
excess of (i) sum of (a) the Principal Funds for such Distribution Date and (b) any Extra Principal
Distribution Amount for such Distribution Date over (ii) any Overcollateralization Release Amount for
such Distribution Date.
Principal Funds: the sum, without duplication, of
1. the Scheduled Principal collected on the Group I Mortgage Loans in the related
Sub-Loan Group during the related Due Period or advanced on or before the related
servicer advance date,
2. prepayments in respect of the Group I Mortgage Loans in the related Sub-Loan Group,
exclusive of any Prepayment Charges, collected in the related Prepayment Period,
3. the Stated Principal Balance of each Group I Mortgage Loans in the related Sub-Loan
Group that was repurchased by the Depositor or the related Servicer during the related
Due Period,
4. the amount, if any, by which the aggregate unpaid principal balance of any Substitute
Mortgage Loans is less than the aggregate unpaid principal balance of any deleted
mortgage loans delivered by the related Servicer in connection with a substitution of
Group I Mortgage Loans in the related Sub-Loan Group during the related Due Period,
5. all Liquidation Proceeds collected during the related Prepayment Period (or in the
case of Subsequent Recoveries, during the related Due Period) on the Group I Mortgage
Loans in the related Sub-Loan Group, to the extent such Liquidation Proceeds relate to
principal, less all related Nonrecoverable Advances relating to principal reimbursed
during the related Due Period, and
6. the principal portion of the purchase price of the assets of the Trust allocated to
the related Sub-Loan Group upon the exercise by EMC or its designee of its optional
termination right with respect to the Group I Mortgage Loans;
7. any amount withdrawn from the Pre-Funding Account in respect of Loan Group III
pursuant to Section 4.08(c)(ii) and included in Principal Funds, minus
8. any amounts payable to or required to be reimbursed to EMC, the Depositor, any
Servicer, the Master Servicer, the Custodian, the Trustee or the Securities
Administrator with respect to the Group I Mortgage Loans and allocated to the related
Sub-Loan Group, as provided in the Agreement.
Principal Prepayment: Any payment (whether partial or full) or other recovery of principal on
a Mortgage Loan which is received in advance of its scheduled Due Date to the extent that it is not
accompanied by an amount as to interest representing scheduled interest due on any date or dates in any
month or months subsequent to the month of prepayment, including Insurance Proceeds and Repurchase
Proceeds, but excluding the principal portion of Net Liquidation Proceeds received at the time a
Mortgage Loan becomes a Liquidated Mortgage Loan.
Private Certificates: The Class I-B-3, Class B-IO, Class I-XP, Class II-XP, Class II-B-4,
Class II-B-5, Class II-B-6, Class III-B-4, Class III-B-5 and Class III-B-6 Certificates.
Prospectus: The prospectus, dated March 28, 2006, as supplemented by the prospectus supplement
dated April 27, 2006 (as the same may be amended from time to time), relating to the offering of the
Offered Certificates.
Protected Account: An account established and maintained for the benefit of Certificateholders
by each Servicer with respect to the related Mortgage Loans and with respect to REO Property pursuant to
the related Servicing Agreement.
QIB: A Qualified Institutional Buyer as defined in Rule 144A promulgated under the Securities
Act.
Qualified Insurer: Any insurance company duly qualified as such under the laws of the state or
states in which the related Mortgaged Property or Mortgaged Properties is or are located, duly
authorized and licensed in such state or states to transact the type of insurance business in which it
is engaged and approved as an insurer by the Master Servicer, so long as the claims paying ability of
which is acceptable to the Rating Agencies for pass-through certificates having the same rating as the
Certificates rated by the Rating Agencies as of the Closing Date.
Rating Agencies: Moody's and S&P.
Realized Loss: Any (i) Bankruptcy Loss or (ii) as to any Liquidated Mortgage Loan, (x) the
Outstanding Principal Balance of such Liquidated Mortgage Loan plus accrued and unpaid interest thereon
at the Mortgage Interest Rate through the last day of the month of such liquidation, less (y) the
related Net Liquidation Proceeds with respect to such Mortgage Loan and the related Mortgaged Property
that are allocated to principal. In addition, to the extent the Master Servicer receives Subsequent
Recoveries with respect to any Mortgage Loan, the amount of the Realized Loss with respect to that
Mortgage Loan will be reduced to the extent such recoveries are applied to reduce the Certificate
Principal Balance of any Class of Certificates on any Distribution Date.
Realized Losses on the Group II Mortgage Loans shall be allocated to the REMIC I Regular
Interests as follows: (1) The interest portion of Realized Losses and Net Interest Shortfalls on the
Sub-Loan Group II-1 Loans, if any, shall be allocated between REMIC I Regular Interests Y-1 and Z-1 pro
rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; (2) the
interest portion of Realized Losses and Net Interest Shortfalls on the Sub-Loan Group II-2 Loans, if
any, shall be allocated between REMIC I Regular Interests Y-2 and Z-2 pro rata according to the amount
of interest accrued but unpaid thereon, in reduction thereof; (3) the interest portion of Realized
Losses and Net Interest Shortfalls on the Sub-Loan Group II-3 Loans, if any, shall be allocated between
REMIC I Regular Interests Y-3 and Z-3 pro rata according to the amount of interest accrued but unpaid
thereon, in reduction thereof; and (4) the interest portion of Realized Losses and Net Interest
Shortfalls on the Sub-Loan Group II-4 Loans, if any, shall be allocated between REMIC I Regular
Interests Y-4 and Z-4 pro rata according to the amount of interest accrued but unpaid thereon, in
reduction thereof.. Any interest portion of such Realized Losses in excess of the amount allocated
pursuant to the preceding sentence shall be treated as a principal portion of Realized Losses not
attributable to any specific Mortgage Loan in such Group and allocated pursuant to the succeeding
sentences. The principal portion of Realized Losses with respect to the Group II Mortgage Loans shall
be allocated to the REMIC I Regular Interests as follows: (1) the principal portion of Realized Losses
on the Sub-Loan Group II-1 Loans shall be allocated, first, to REMIC I Regular Interest Y-1 to the
extent of the REMIC I Y-1 Principal Reduction Amount in reduction of the Uncertificated Principal
Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such
Realized Losses shall be allocated to REMIC I Regular Interest Z-1 in reduction of the Uncertificated
Principal Balance thereof; (2) the principal portion of Realized Losses on the Sub-Loan Group II-2 Loans
shall be allocated, first, to REMIC I Regular Interest Y-2 to the extent of the REMIC I Y-2 Principal
Reduction Amount in reduction of the Uncertificated Principal Balance of such Regular Interest and,
second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to
REMIC I Regular Interest Z-2 in reduction of the Uncertificated Principal Balance thereof; (3) the
principal portion of Realized Losses on the Sub-Loan Group II-3 Loans shall be allocated, first, to
REMIC I Regular Interest Y-3 to the extent of the REMIC I Y-3 Principal Reduction Amount in reduction of
the Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of
such principal portion of such Realized Losses shall be allocated to REMIC I Regular Interest Z-3 in
reduction of the Uncertificated Principal Balance thereof; and (4) the principal portion of Realized
Losses on the Sub-Loan Group II-4 Loans shall be allocated, first, to REMIC I Regular Interest Y-4 to
the extent of the REMIC I Y-4 Principal Reduction Amount in reduction of the Uncertificated Principal
Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such
Realized Losses shall be allocated to REMIC I Regular Interest Z-4 in reduction of the Uncertificated
Principal Balance thereof. For any Distribution Date, reductions in the Uncertificated Principal
Balances of each REMIC I Y and Z Regular Interest pursuant to this definition of Realized Loss shall be
determined, and shall be deemed to occur, prior to any reductions of such Uncertificated Principal
Balances by distributions on such Distribution Date.
Realized Losses on the Group III Mortgage Loans shall be allocated to the REMIC II Regular
Interests as follows: (1) The interest portion of Realized Losses and Net Interest Shortfalls on the
Sub-Loan Group III-1 Loans, if any, shall be allocated between REMIC II Regular Interests Y-1 and Z-1
pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; (2) the
interest portion of Realized Losses and Net Interest Shortfalls on the Sub-Loan Group III-2 Loans, if
any, shall be allocated between REMIC II Regular Interests Y-2 and Z-2 pro rata according to the amount
of interest accrued but unpaid thereon, in reduction thereof; (3) the interest portion of Realized
Losses and Net Interest Shortfalls on the Sub-Loan Group III-3 Loans, if any, shall be allocated between
REMIC II Regular Interests Y-3 and Z-3 pro rata according to the amount of interest accrued but unpaid
thereon, in reduction thereof; (4) the interest portion of Realized Losses and Net Interest Shortfalls
on the Sub-Loan Group III-4 Loans, if any, shall be allocated between REMIC II Regular Interests Y-4 and
Z-4 pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; (5)
the interest portion of Realized Losses and Net Interest Shortfalls on the Sub-Loan Group III-5 Loans,
if any, shall be allocated between REMIC II Regular Interests Y-5 and Z-5 pro rata according to the
amount of interest accrued but unpaid thereon, in reduction thereof; and (6) the interest portion of
Realized Losses and Net Interest Shortfalls on the Sub-Loan Group III-6 Loans, if any, shall be
allocated between REMIC II Regular Interests Y-6 and Z-6 pro rata according to the amount of interest
accrued but unpaid thereon, in reduction thereof. Any interest portion of such Realized Losses in
excess of the amount allocated pursuant to the preceding sentence shall be treated as a principal
portion of Realized Losses not attributable to any specific Mortgage Loan in such Group and allocated
pursuant to the succeeding sentences. The principal portion of Realized Losses with respect to the
Group III Mortgage Loans shall be allocated to the REMIC II Regular Interests as follows: (1) the
principal portion of Realized Losses on the Sub-Loan Group III-1 Loans shall be allocated, first, to
REMIC II Regular Interest Y-1 to the extent of the REMIC II Y-1 Principal Reduction Amount in reduction
of the Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of
such principal portion of such Realized Losses shall be allocated to REMIC II Regular Interest Z-1 in
reduction of the Uncertificated Principal Balance thereof; (2) the principal portion of Realized Losses
on the Sub-Loan Group III-2 Loans shall be allocated, first, to REMIC II Regular Interest Y-2 to the
extent of the REMIC II Y-2 Principal Reduction Amount in reduction of the Uncertificated Principal
Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such
Realized Losses shall be allocated to REMIC II Regular Interest Z-2 in reduction of the Uncertificated
Principal Balance thereof; (3) the principal portion of Realized Losses on the Sub-Loan Group III-3
Loans shall be allocated, first, to REMIC II Regular Interest Y-3 to the extent of the REMIC II Y-3
Principal Reduction Amount in reduction of the Uncertificated Principal Balance of such Regular Interest
and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated
to REMIC II Regular Interest Z-3 in reduction of the Uncertificated Principal Balance thereof; (4) the
principal portion of Realized Losses on the Sub-Loan Group III-4 Loans shall be allocated, first, to
REMIC II Regular Interest Y-4 to the extent of the REMIC II Y-4 Principal Reduction Amount in reduction
of the Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of
such principal portion of such Realized Losses shall be allocated to REMIC II Regular Interest Z-4 in
reduction of the Uncertificated Principal Balance thereof; (5) the principal portion of Realized Losses
on the Sub-Loan Group III-5 Loans shall be allocated, first, to REMIC II Regular Interest Y-5 to the
extent of the REMIC II Y-5 Principal Reduction Amount in reduction of the Uncertificated Principal
Balance of such Regular Interest and, second, the remainder, if any, of such principal portion of such
Realized Losses shall be allocated to REMIC II Regular Interest Z-5 in reduction of the Uncertificated
Principal Balance thereof; and (6) the principal portion of Realized Losses on the Sub-Loan Group III-6
Loans shall be allocated, first, to REMIC II Regular Interest Y-4 to the extent of the REMIC II Y-6
Principal Reduction Amount in reduction of the Uncertificated Principal Balance of such Regular Interest
and, second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated
to REMIC II Regular Interest Z-6 in reduction of the Uncertificated Principal Balance thereof. For any
Distribution Date, reductions in the Uncertificated Principal Balances of each REMIC II Y and Z Regular
Interest pursuant to this definition of Realized Loss shall be determined, and shall be deemed to occur,
prior to any reductions of such Uncertificated Principal Balances by distributions on such Distribution
Date.
Record Date: For each Class of Group I Certificates, the Business Day preceding the applicable
Distribution Date so long as such Class of Certificates remains in book-entry form; and otherwise, the
close of business on the last Business Day of the month immediately preceding the month of such
Distribution Date. For each Class of Group II Certificates and Group III Certificates, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution Date.
Reference Bank: A leading bank selected by the Securities Administrator that is engaged in
transactions in Eurodollar deposits in the international Eurocurrency market.
Reference Bank Rate: With respect to any Interest Accrual Period, the arithmetic mean, rounded
upwards, if necessary, to the nearest whole multiple of 0.03125%, of the offered rates for United States
dollar deposits for one month that are quoted by the Reference Banks as of 11:00 a.m., New York City
time, on the related interest determination date to prime banks in the London interbank market for a
period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of all
Classes of Group I Offered Certificates for such Interest Accrual Period, provided that at least two
such Reference Banks provide such rate. If fewer than two offered rates appear, the Reference Bank Rate
will be the arithmetic mean, rounded upwards, if necessary, to the nearest whole multiple of 0.03125%,
of the rates quoted by one or more major banks in New York City, selected by the Securities
Administrator, as of 11:00 a.m., New York City time, on such date for loans in U.S. dollars to leading
European banks for a period of one month in amounts approximately equal to the aggregate Certificate
Principal Balance of all Classes of Group I Offered Certificates.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and
interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.
Reinvestment Agreements: One or more reinvestment agreements, acceptable to the Rating
Agencies, from a bank, insurance company or other corporation or entity (including the Trustee).
Related Certificates: (A) For each REMIC IV Regular Interest, the Class or Classes of
Certificates show opposite the name of such REMIC IV Regular Interest in the following table:
------------------------------------------------------------ ---------------------------------------------------------
REMIC IV Regular Interest Classes of Certificates
------------------------------------------------------------ ---------------------------------------------------------
II-1A II-1A-1; II-1A-2; II-1X-1
------------------------------------------------------------ ---------------------------------------------------------
II-2A II-2A-1; II-2A-2; II-2X-1
------------------------------------------------------------ ---------------------------------------------------------
II-3A II-3A-1; II-3A-2; II-3X-1
------------------------------------------------------------ ---------------------------------------------------------
II-4A-1 II-4A-1
------------------------------------------------------------ ---------------------------------------------------------
II-4A-2 II-4A-2
------------------------------------------------------------ ---------------------------------------------------------
II-B-1 II-B-1; II-X-B1
------------------------------------------------------------ ---------------------------------------------------------
II-B-2 II-B-2; II-X-B2
------------------------------------------------------------ ---------------------------------------------------------
II-B-3 II-B-3
------------------------------------------------------------ ---------------------------------------------------------
II-B-4 II-B-4
------------------------------------------------------------ ---------------------------------------------------------
II-B-5 II-B-5
------------------------------------------------------------ ---------------------------------------------------------
II-B-6 II-B-6
------------------------------------------------------------ ---------------------------------------------------------
(B) For each REMIC V Regular Interest, the Class or Classes of Certificates show opposite the name of
such REMIC V Regular Interest in the following table:
------------------------------------------------------------ ---------------------------------------------------------
REMIC V Regular Interest Classes of Certificates
------------------------------------------------------------ ---------------------------------------------------------
III-1A III-1A-1; III-1A-2; III-1X-1
------------------------------------------------------------ ---------------------------------------------------------
III-2A III-2A-1; III-2A-2; III-2X-1
------------------------------------------------------------ ---------------------------------------------------------
III-3A-1 III-3A-1
------------------------------------------------------------ ---------------------------------------------------------
III-3A-2 III-3A-2
------------------------------------------------------------ ---------------------------------------------------------
III-4A III-4A-1; III-4A-2; III-4X-1
------------------------------------------------------------ ---------------------------------------------------------
III-5A-1 III-5A-1
------------------------------------------------------------ ---------------------------------------------------------
III-5A-2 III-5A-2
------------------------------------------------------------ ---------------------------------------------------------
III-6A-1 III-6A-1
------------------------------------------------------------ ---------------------------------------------------------
III-6A-2 III-6A-2
------------------------------------------------------------ ---------------------------------------------------------
III-B-1 III-B-1
------------------------------------------------------------ ---------------------------------------------------------
III-B-2 III-B-2
------------------------------------------------------------ ---------------------------------------------------------
III-B-3 III-B-3
------------------------------------------------------------ ---------------------------------------------------------
III-B-4 III-B-4
------------------------------------------------------------ ---------------------------------------------------------
III-B-5 III-B-5
------------------------------------------------------------ ---------------------------------------------------------
III-B-6 III-B-6
------------------------------------------------------------ ---------------------------------------------------------
(C) For each REMIC VI Regular Interest, the Class or Classes of Certificates show opposite the name of
such REMIC VI Regular Interest in the following table:
------------------------------------------------------------ ---------------------------------------------------------
REMIC VI Regular Interest Classes of Certificates
------------------------------------------------------------ ---------------------------------------------------------
I-1A-1 I-1A-1
------------------------------------------------------------ ---------------------------------------------------------
I-1A-2 I-1A-2
------------------------------------------------------------ ---------------------------------------------------------
I-M-1 I-M-1
------------------------------------------------------------ ---------------------------------------------------------
I-M-2 I-M-2
------------------------------------------------------------ ---------------------------------------------------------
I-B-1 I-B-1
------------------------------------------------------------ ---------------------------------------------------------
I-B-2 I-B-2
------------------------------------------------------------ ---------------------------------------------------------
I-B-3 I-B-3
------------------------------------------------------------ ---------------------------------------------------------
B-IO-I and B-IO-P B-IO
------------------------------------------------------------ ---------------------------------------------------------
II-1A-1 II-1A-1
------------------------------------------------------------ ---------------------------------------------------------
II-1A-2 II-1A-2
------------------------------------------------------------ ---------------------------------------------------------
II-1X-1 II-1X-1
------------------------------------------------------------ ---------------------------------------------------------
II-2A-1 II-2A-1
------------------------------------------------------------ ---------------------------------------------------------
II-2A-2 II-2A-2
------------------------------------------------------------ ---------------------------------------------------------
II-2X-1 II-2X-1
------------------------------------------------------------ ---------------------------------------------------------
II-3A-1 II-3A-1
------------------------------------------------------------ ---------------------------------------------------------
II-3A-2 II-3A-2
------------------------------------------------------------ ---------------------------------------------------------
II-3X-1 II-3X-1
------------------------------------------------------------ ---------------------------------------------------------
II-4A-1 II-4A-1
------------------------------------------------------------ ---------------------------------------------------------
II-4A-2 II-4A-2
------------------------------------------------------------ ---------------------------------------------------------
II-B-1 II-B-1
------------------------------------------------------------ ---------------------------------------------------------
II-B-2 II-B-2
------------------------------------------------------------ ---------------------------------------------------------
II-B-3 II-B-3
------------------------------------------------------------ ---------------------------------------------------------
II-B-4 II-B-4
------------------------------------------------------------ ---------------------------------------------------------
II-B-5 II-B-5
------------------------------------------------------------ ---------------------------------------------------------
II-B-6 II-B-6
------------------------------------------------------------ ---------------------------------------------------------
II-X-B1 II-X-B1
------------------------------------------------------------ ---------------------------------------------------------
II-X-B2 II-X-B2
------------------------------------------------------------ ---------------------------------------------------------
III-1A-1 III-1A-1
------------------------------------------------------------ ---------------------------------------------------------
III-1A-2 III-1A-2
------------------------------------------------------------ ---------------------------------------------------------
III-1X-1 III-1X-1
------------------------------------------------------------ ---------------------------------------------------------
III-2A-1 III-2A-1
------------------------------------------------------------ ---------------------------------------------------------
III-2A-2 III-2A-2
------------------------------------------------------------ ---------------------------------------------------------
III-2X-1 III-2X-1
------------------------------------------------------------ ---------------------------------------------------------
III-3A-1 III-3A-1
------------------------------------------------------------ ---------------------------------------------------------
III-3A-2 III-3A-2
------------------------------------------------------------ ---------------------------------------------------------
III-4A-1 III-4A-1
------------------------------------------------------------ ---------------------------------------------------------
III-4A-2 III-4A-2
------------------------------------------------------------ ---------------------------------------------------------
III-4X-1 III-4X-1
------------------------------------------------------------ ---------------------------------------------------------
III-5A-1 III-5A-1
------------------------------------------------------------ ---------------------------------------------------------
III-5A-2 III-5A-2
------------------------------------------------------------ ---------------------------------------------------------
III-6A-1 III-6A-1
------------------------------------------------------------ ---------------------------------------------------------
III-6A-2 III-6A-2
------------------------------------------------------------ ---------------------------------------------------------
III-B-1 III-B-1
------------------------------------------------------------ ---------------------------------------------------------
III-B-2 III-B-2
------------------------------------------------------------ ---------------------------------------------------------
III-B-3 III-B-3
------------------------------------------------------------ ---------------------------------------------------------
III-B-4 III-B-4
------------------------------------------------------------ ---------------------------------------------------------
III-B-5 III-B-5
------------------------------------------------------------ ---------------------------------------------------------
III-B-6 III-B-6
------------------------------------------------------------ ---------------------------------------------------------
(D) For the REMIC VII Regular Interest, the Class B-IO Certificates.
Relief Act: The Servicemembers Civil Relief Act, as amended, or similar state law.
Relief Act Mortgage Loan: Any Mortgage Loan as to which the Scheduled Payment thereof has been
reduced due to the application of the Relief Act.
Remaining Excess Spread: With respect to any Distribution Date, the Excess Spread remaining
after the distribution of the Extra Principal Distribution Amount for such Distribution Date.
Remaining Pre-Funded Amount: With respect to Loan Group III, an amount equal to the Pre-Funded
Amount for such Loan Group minus the amount equal to 100% of the aggregate Stated Principal Balance of
the Subsequent Mortgage Loans transferred to such Loan Group during the Pre-Funding Period.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the
Code.
REMIC Administrator: The Securities Administrator; provided that if the REMIC Administrator is
found by a court of competent jurisdiction to no longer be able to fulfill its obligations as REMIC
Administrator under this Agreement the Servicer or Trustee in its capacity as successor Master Servicer
shall appoint a successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Interest: Any of the REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI and REMIC
VII Interests.
REMIC Opinion: An Opinion of Independent Counsel, to the effect that the proposed action
described therein would not, under the REMIC Provisions, (i) cause any 2006-3 REMIC to fail to qualify
as a REMIC while any regular interest in such 2006-3 REMIC is outstanding, (ii) result in a tax on
prohibited transactions with respect to any 2006-3 REMIC or (iii) constitute a taxable contribution to
any 2006-3 REMIC after the Startup Day.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which
appear at Sections 860A through 860G of the Code, and related provisions and regulations promulgated
thereunder, as the foregoing may be in effect from time to time.
REMIC Regular Interest: Any of the REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI
and REMIC VII Regular Interests.
REMIC I: The segregated pool of assets, with respect to which a REMIC election is made
pursuant to this Agreement, consisting of:
(a) the Group II Mortgage Loans and the related Mortgage Files and collateral securing
such Group II Mortgage Loans,
(b) all payments on and collections in respect of the Group II Mortgage Loans due after
the Cut-off Date as shall be on deposit in the Distribution Account and identified as belonging to the
Trust Fund,
(c) property that secured a Group II Mortgage Loan and that has been acquired for the
benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure,
(d) the hazard insurance policies and Primary Mortgage Insurance Policies, if any,
relating to the Group II Mortgage Loans, and
(e) all proceeds of clauses (a) through (d) above.
REMIC I Available Distribution Amount: For each of the Sub-Loan Groups in Loan Group II for
any Distribution Date, the Available Funds for such Sub-Loan Group, or, if the context so requires the
aggregate of the Available Funds for all Sub-Loan Groups in Loan Group II.
REMIC I Distribution Amount: For any Distribution Date, the REMIC I Available Distribution
Amount shall be distributed to the REMIC I Regular Interests and to the Class R Certificates in respect
of Component I thereof in the following amounts and priority:
(a) To the extent of the REMIC I Available Distribution Amount for Sub-Loan Group II-1:
(i) first, to REMIC I Regular Interests Y-1 and Z-1 and Component I of the Class R
Certificates, concurrently, the Uncertificated Interest for such Classes remaining unpaid from
previous Distribution Dates, pro rata according to their respective shares of such unpaid
amounts;
(ii) second, to REMIC I Regular Interests Y-1 and Z-1 and Component I of the Class
R Certificates, concurrently, the Uncertificated Interest for such Classes for the current
Distribution Date, pro rata according to their respective Uncertificated Interest;
(iii) third, to Component I of the Class R Certificates, until the Uncertificated
Principal Balance thereof has been reduced to zero; and
(iv) fourth, to REMIC I Regular Interests Y-1 and Z-1, the REMIC I Y-1 Principal
Distribution Amount and the REMIC I Z-1 Principal Distribution Amount, respectively.
(b) To the extent of the REMIC I Available Distribution Amount for Sub-Loan Group II-2:
(i) first, to REMIC I Regular Interests Y-2 and Z-2, concurrently, the
Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro
rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC I Regular Interests Y-2 and Z-2, concurrently, the
Uncertificated Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Interest; and
(iii) third, to REMIC I Regular Interests Y-2 and Z-2, the REMIC I Y-2 Principal
Distribution Amount and the REMIC I Z-2 Principal Distribution Amount, respectively.
(c) To the extent of the REMIC I Available Distribution Amount for Sub-Loan Group II-3:
(i) first, to REMIC I Regular Interests Y-3 and Z-3, concurrently, the
Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro
rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC I Regular Interests Y-3 and Z-3, concurrently, the
Uncertificated Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Interest; and
(iii) third, to REMIC I Regular Interests Y-3 and Z-3, the REMIC I Y-3 Principal
Distribution Amount and the REMIC I Z-3 Principal Distribution Amount, respectively.
(d) To the extent of the REMIC I Available Distribution Amount for Sub-Loan Group II-4:
(i) first, to REMIC I Regular Interests Y-4 and Z-4, concurrently, the
Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro
rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC I Regular Interests Y-4 and Z-4, concurrently, the
Uncertificated Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Interest; and
(iii) third, to REMIC I Regular Interests Y-4 and Z-4, the REMIC I Y-4 Principal
Distribution Amount and the REMIC I Z-4 Principal Distribution Amount, respectively.
(e) To the extent of the REMIC I Available Distribution Amounts for Sub-Loan Group II-1,
Sub-Loan Group II-2, Sub-Loan Group II-3 and Sub-Loan Group II-4 for such Distribution Date remaining
after payment of the amounts pursuant to paragraphs (a), (b), (c) and (d) of this definition of "REMIC IDistribution Amount":
(i) first, to each REMIC I Y and Z Regular Interest, pro rata according to the
amount of unreimbursed Realized Losses allocable to principal previously allocated to each such
Class; provided, however, that any amounts distributed pursuant to this paragraph (e)(i) of
this definition of "REMIC I Distribution Amount" shall not cause a reduction in the
Uncertificated Principal Balances of any of the REMIC I Y and Z Regular Interests; and
(ii) second, to the Component I of the Class R Certificates, any remaining amounts.
REMIC I Interests: The REMIC I Regular Interests and Component I of the Class R Certificates.
REMIC I Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC I set forth in Section 5.01(c)(i) and issued hereunder and designated as a "regular interest"
in REMIC I. Each REMIC I Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate
specified for such REMIC I Interest in Section 5.01(c)(i), and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in Section 5.01(c)(i). The designations for the
respective REMIC I Regular Interests are set forth in Section 5.01(c)(i).
REMIC I Y Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC I Y Regular Interests will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as
described in Appendix 1.
REMIC I Y Regular Interests: REMIC I Regular Interests Y-1, Y-2, Y-3 and Y-4.
REMIC I Y-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Y-1 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Y-1 on such Distribution Date.
REMIC I Y-1 Principal Reduction Amount: The REMIC I Y Principal Reduction Amount for REMIC I
Regular Interest Y-1 as determined pursuant to the provisions of the Appendix 1.
REMIC I Regular Interest Y-1: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Y-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Y-2 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Y-2 on such Distribution Date.
REMIC I Y-2 Principal Reduction Amount: The REMIC I Y Principal Reduction Amount for REMIC I
Regular Interest Y-2 as determined pursuant to the provisions of the Appendix 1.
REMIC I Regular Interest Y-2: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Y-3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Y-3 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Y-3 on such Distribution Date.
REMIC I Y-3 Principal Reduction Amount: The REMIC I Y Principal Reduction Amount for REMIC I
Regular Interest Y-3 as determined pursuant to the provisions of the Appendix 1.
REMIC I Regular Interest Y-3: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Y-4 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Y-4 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Y-4 on such Distribution Date.
REMIC I Y-4 Principal Reduction Amount: The REMIC I Y Principal Reduction Amount for REMIC I
Regular Interest Y-4 as determined pursuant to the provisions of the Appendix 1.
REMIC I Regular Interest Y-4: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Z Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC I Z Regular Interests will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of principal, which shall be
in each case the excess of (A) the sum of (x) the excess of the REMIC I Available Distribution Amount
for the related Group (i.e. the "related Group" for REMIC I Regular Interest Z-1 is the Sub-Loan Group
II-1 Loans, the "related Group" for REMIC I Regular Interest Z-2 is the Sub-Loan Group II-2 Loans, the
"related Group" for REMIC I Regular Interest Z-3 is the Sub-Loan Group II-3 Loans and the "related Group"
for REMIC I Regular Interest Z-4 is the Sub-Loan Group II-4 Loans) over the sum of the amounts thereof
distributable (i) in respect of interest on such REMIC I Z Regular Interest and the related REMIC I Y
Regular Interest, (ii) to such REMIC I Z Regular Interest and the related REMIC I Y Regular Interest
pursuant to clause (e)(i) of the definition of "REMIC I Distribution Amount" and (iii) in the case of
the Sub-Loan Group II-1 Loans, to Component I of the Class R Certificates and (y) the amount of Realized
Losses allocable to principal for the related Group over (B) the REMIC I Y Principal Reduction Amount
for the related Group.
REMIC I Z Regular Interests: REMIC I Regular Interests Z-1, Z-2, Z-3 and Z-4.
REMIC I Z-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Z-1 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Z-1 on such Distribution Date.
REMIC I Z-1 Principal Reduction Amount: The REMIC I Z Principal Reduction Amount for REMIC I
Regular Interest Z-1 as determined pursuant to the provisions of the Appendix 1.
REMIC I Regular Interest Z-1: The uncertificated undivided beneficial interest in REMIC I
which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Z-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Z-2 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Z-2 on such Distribution Date.
REMIC I Z-2 Principal Reduction Amount: The REMIC I Z Principal Reduction Amount for REMIC I
Regular Interest Z-2 as determined pursuant to the provisions of the Appendix 1.
REMIC I Regular Interest Z-2: The uncertificated undivided beneficial interest in REMIC I
which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Z-3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Z-3 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Z-3 on such Distribution Date.
REMIC I Z-3 Principal Reduction Amount: The REMIC I Z Principal Reduction Amount for REMIC I
Regular Interest Z-3 as determined pursuant to the provisions of the Appendix 1.
REMIC I Regular Interest Z-3: The uncertificated undivided beneficial interest in REMIC I
which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC I Z-4 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC I Z-4 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC I Regular Interest Z-4 on such Distribution Date.
REMIC I Z-4 Principal Reduction Amount: The REMIC I Z Principal Reduction Amount for REMIC I
Regular Interest Z-4 as determined pursuant to the provisions of the Appendix 1.
REMIC I Regular Interest Z-4: The uncertificated undivided beneficial interest in REMIC I
which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
REMIC II: The segregated pool of assets, with respect to which a REMIC election is made
pursuant to this Agreement, consisting of:
(a) the Group III Mortgage Loans and the related Mortgage Files and collateral securing
such Group III Mortgage Loans,
(b) all payments on and collections in respect of the Group III Mortgage Loans due after
the Cut-off Date as shall be on deposit in the Distribution Account and identified as belonging to the
Trust Fund,
(c) property that secured a Group III Mortgage Loan and that has been acquired for the
benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure,
(d) the hazard insurance policies and Primary Mortgage Insurance Policies, if any,
relating to the Group III Mortgage Loans, and
(e) all proceeds of clauses (a) through (d) above.
REMIC II Available Distribution Amount: For each of the Sub-Loan Groups in Loan Group III for
any Distribution Date, the Available Funds for such Sub-Loan Group, or, if the context so requires the
aggregate of the Available Funds for all Sub-Loan Groups in Loan Group III.
REMIC II Distribution Amount: For any Distribution Date, the REMIC II Available Distribution
Amount shall be distributed to the REMIC II Regular Interests and the Class R Certificates in respect of
Component II thereof in the following amounts and priority:
(a) To the extent of the REMIC II Available Distribution Amount for Sub-Loan Group III-1:
(i) first, to REMIC II Regular Interests Y-1 and Z-1 and Component II of the
Class R Certificates, concurrently, the Uncertificated Interest for such Classes remaining
unpaid from previous Distribution Dates, pro rata according to their respective shares of such
unpaid amounts;
(ii) second, to REMIC II Regular Interests Y-1 and Z-1 and Component II of the
Class R Certificates, concurrently, the Uncertificated Interest for such Classes for the
current Distribution Date, pro rata according to their respective Uncertificated Interest;
(iii) third, to Component II of the Class R Certificates, until the Uncertificated
Principal Balance thereof has been reduced to zero; and
(iv) fourth, to REMIC II Regular Interests Y-1 and Z-1, the REMIC II Y-1 Principal
Distribution Amount and the REMIC II Z-1 Principal Distribution Amount, respectively.
(b) To the extent of the REMIC II Available Distribution Amount for Sub-Loan Group III-2:
(i) first, to REMIC II Regular Interests Y-2 and Z-2, concurrently, the
Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro
rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC II Regular Interests Y-2 and Z-2, concurrently, the
Uncertificated Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Interest; and
(iii) third, to REMIC II Regular Interests Y-2 and Z-2, the REMIC II Y-2 Principal
Distribution Amount and the REMIC II Z-2 Principal Distribution Amount, respectively.
(c) To the extent of the REMIC II Available Distribution Amount for Sub-Loan Group III-3:
(i) first, to REMIC II Regular Interests Y-3 and Z-3, concurrently, the
Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro
rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC II Regular Interests Y-3 and Z-3, concurrently, the
Uncertificated Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Interest; and
(iii) third, to REMIC II Regular Interests Y-3 and Z-3, the REMIC II Y-3 Principal
Distribution Amount and the REMIC II Z-3 Principal Distribution Amount, respectively.
(d) To the extent of the REMIC II Available Distribution Amount for Sub-Loan Group III-4:
(i) first, to REMIC II Regular Interests Y-4 and Z-4, concurrently, the
Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro
rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC II Regular Interests Y-4 and Z-4, concurrently, the
Uncertificated Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Interest; and
(iii) third, to REMIC II Regular Interests Y-4 and Z-4, the REMIC II Y-4 Principal
Distribution Amount and the REMIC II Z-4 Principal Distribution Amount, respectively.
(e) To the extent of the REMIC II Available Distribution Amount for Sub-Loan Group III-5:
(i) first, to REMIC II Regular Interests Y-5 and Z-5, concurrently, the
Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro
rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC II Regular Interests Y-5 and Z-5, concurrently, the
Uncertificated Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Interest; and
(iii) third, to REMIC II Regular Interests Y-5 and Z-5, the REMIC II Y-5 Principal
Distribution Amount and the REMIC II Z-5 Principal Distribution Amount, respectively.
(f) To the extent of the REMIC II Available Distribution Amount for Sub-Loan Group III-6:
(i) first, to REMIC II Regular Interests Y-6 and Z-6, concurrently, the
Uncertificated Interest for such Classes remaining unpaid from previous Distribution Dates, pro
rata according to their respective shares of such unpaid amounts;
(ii) second, to REMIC II Regular Interests Y-6 and Z-6, concurrently, the
Uncertificated Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Interest; and
(iii) third, to REMIC II Regular Interests Y-6 and Z-6, the REMIC II Y-6 Principal
Distribution Amount and the REMIC II Z-6 Principal Distribution Amount, respectively.
(g) To the extent of the REMIC II Available Distribution Amounts for Sub-Loan Group II-1,
Sub-Loan Group II-2, Sub-Loan Group II-3, Sub-Loan Group II-4, Sub-Loan Group II-5 and Sub-Loan Group
II-6 for such Distribution Date remaining after payment of the amounts pursuant to paragraphs (a), (b),
(c), (d), (e) and (f) of this definition of "REMIC II Distribution Amount":
(i) first, to each REMIC II Y and Z Regular Interest, pro rata according to the
amount of unreimbursed Realized Losses allocable to principal previously allocated to each such
Class; provided, however, that any amounts distributed pursuant to this paragraph (g)(i) of
this definition of "REMIC II Distribution Amount" shall not cause a reduction in the
Uncertificated Principal Balances of any of the REMIC II Y and Z Regular Interests; and
(ii) second, to the Component II of the Class R Certificates, any remaining amounts.
REMIC II Interests: The REMIC II Regular Interests and Component II of the Class R
Certificates.
REMIC II Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC II set forth in Section 5.01(c)(ii) and issued hereunder and designated as a "regular interest"
in REMIC II. Each REMIC II Regular Interest shall accrue interest at the Uncertificated Pass-Through
Rate specified for such REMIC II Interest in Section 5.01(c)(ii), and shall be entitled to distributions
of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in Section 5.01(c)(ii). The designations for the
respective REMIC II Regular Interests are set forth in Section 5.01(c)(ii).
REMIC II Y Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC II Y Regular Interests will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as
described in Appendix 2.
REMIC II Y Regular Interests: REMIC II Regular Interests Y-1, Y-2, Y-3, Y-4, Y-5 and Y-6.
REMIC II Y-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC II Y-1 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC II Regular Interest Y-1 on such Distribution Date.
REMIC II Y-1 Principal Reduction Amount: The REMIC II Y Principal Reduction Amount for REMIC II
Regular Interest Y-1 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Y-1: The uncertificated undivided beneficial interest in REMIC II
which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Y-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC II Y-2 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC II Regular Interest Y-2 on such Distribution Date.
REMIC II Y-2 Principal Reduction Amount: The REMIC II Y Principal Reduction Amount for REMIC II
Regular Interest Y-2 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Y-2: The uncertificated undivided beneficial interest in REMIC II
which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Y-3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC II Y-3 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC II Regular Interest Y-3 on such Distribution Date.
REMIC II Y-3 Principal Reduction Amount: The REMIC II Y Principal Reduction Amount for REMIC II
Regular Interest Y-3 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Y-3: The uncertificated undivided beneficial interest in REMIC II
which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Y-4 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC II Y-4 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC II Regular Interest Y-4 on such Distribution Date.
REMIC II Y-4 Principal Reduction Amount: The REMIC II Y Principal Reduction Amount for REMIC II
Regular Interest Y-4 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Y-4: The uncertificated undivided beneficial interest in REMIC II
which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Y-5 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC II Y-5 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC II Regular Interest Y-5 on such Distribution Date.
REMIC II Y-5 Principal Reduction Amount: The REMIC II Y Principal Reduction Amount for REMIC II
Regular Interest Y-5 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Y-5: The uncertificated undivided beneficial interest in REMIC II
which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Y-6 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC II Y-6 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC II Regular Interest Y-6 on such Distribution Date.
REMIC II Y-6 Principal Reduction Amount: The REMIC II Y Principal Reduction Amount for REMIC II
Regular Interest Y-6 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Y-6: The uncertificated undivided beneficial interest in REMIC II
which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Z Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the REMIC II Z Regular Interests will be reduced on such
Distribution Date by the allocation of Realized Losses and the distribution of principal, which shall be
in each case the excess of (A) the sum of (x) the excess of the REMIC II Available Distribution Amount
for the related Group (i.e. the "related Group" for REMIC II Regular Interest Z-1 is the Sub-Loan Group
III-1 Loans, the "related Group" for REMIC II Regular Interest Z-2 is the Sub-Loan Group III-2 Loans,
the "related Group" for REMIC II Regular Interest Z-3 is the Sub-Loan Group III-3 Loans, the "related
Group" for REMIC II Regular Interest Z-4 is the Sub-Loan Group III-4 Loans, the "related Group" for
REMIC II Regular Interest Z-5 is the Sub-Loan Group III-5 Loans and the "related Group" for REMIC II
Regular Interest Z-6 is the Sub-Loan Group III-6 Loans) over the sum of the amounts thereof
distributable (i) in respect of interest on such REMIC II Z Regular Interest and the related REMIC II Y
Regular Interest, (ii) to such REMIC II Z Regular Interest and the related REMIC II Y Regular Interest
pursuant to clause (g)(i) of the definition of "REMIC II Distribution Amount" and (iii) in the case of
the Sub-Loan Group III-1 Loans, to Component II of the Class R Certificates and (y) the amount of
Realized Losses allocable to principal for the related Group over (B) the REMIC II Y Principal Reduction
Amount for the related Group.
REMIC II Z Regular Interests: REMIC II Regular Interests Z-1, Z-2, Z-3, Z-4, Z-5 and Z-6.
REMIC II Z-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC II Z-1 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC II Regular Interest Z-1 on such Distribution Date.
REMIC II Z-1 Principal Reduction Amount: The REMIC II Z Principal Reduction Amount for REMIC
II Regular Interest Z-1 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Z-1: The uncertificated undivided beneficial interest in REMIC II
which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Z-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC II Z-2 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC II Regular Interest Z-2 on such Distribution Date.
REMIC II Z-2 Principal Reduction Amount: The REMIC II Z Principal Reduction Amount for REMIC
II Regular Interest Z-2 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Z-2: The uncertificated undivided beneficial interest in REMIC II
which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Z-3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC II Z-3 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC II Regular Interest Z-3 on such Distribution Date.
REMIC II Z-3 Principal Reduction Amount: The REMIC II Z Principal Reduction Amount for REMIC
II Regular Interest Z-3 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Z-3: The uncertificated undivided beneficial interest in REMIC II
which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Z-4 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC II Z-4 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC II Regular Interest Z-4 on such Distribution Date.
REMIC II Z-4 Principal Reduction Amount: The REMIC II Z Principal Reduction Amount for REMIC
II Regular Interest Z-4 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Z-4: The uncertificated undivided beneficial interest in REMIC II
which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Z-5 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC II Z-5 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC II Regular Interest Z-5 on such Distribution Date.
REMIC II Z-5 Principal Reduction Amount: The REMIC II Z Principal Reduction Amount for REMIC
II Regular Interest Z-5 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Z-5: The uncertificated undivided beneficial interest in REMIC II
which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC II Z-6 Principal Distribution Amount: For any Distribution Date, the excess, if any, of
the REMIC II Z-6 Principal Reduction Amount for such Distribution Date over the principal portion of
Realized Losses allocated to REMIC II Regular Interest Z-6 on such Distribution Date.
REMIC II Z-6 Principal Reduction Amount: The REMIC II Z Principal Reduction Amount for REMIC
II Regular Interest Z-6 as determined pursuant to the provisions of the Appendix 2.
REMIC II Regular Interest Z-6: The uncertificated undivided beneficial interest in REMIC II
which constitutes a REMIC II Regular Interest and is entitled to distributions as set forth herein.
REMIC III: The segregated pool of assets, with respect to which a REMIC election is made
pursuant to this Agreement, consisting of: (a)the Group I Mortgage Loans and the related Mortgage Files
and collateral securing such Group I Mortgage Loans, (b) all payments on and collections in respect of
the Group I Mortgage Loans due after the Cut off Date as shall be on deposit in the Distribution Account
and identified as belonging to the Trust Fund, (c) property that secured a Group I Mortgage Loan and
that has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of
foreclosure, (d) the hazard insurance policies and Primary Mortgage Insurance Policies, if any, related
to the Group I Mortgage Loans and (e) all proceeds of clauses (a) through (d) above.
REMIC III Available Distribution Amount: For any Distribution Date, the Available Funds for
Loan Group I.
REMIC III Distribution Amount: For any Distribution Date, the REMIC III Available Distribution
Amount shall be distributed by REMIC III to REMIC VI on account of the REMIC III Regular Interests and
to the Class R Certificates in respect of Component III thereof, in the following order of priority:
1. to REMIC VI as the holder of the REMIC III Regular Interests, pro rata, in an amount
equal to (A) their Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in
respect thereof remaining unpaid from previous Distribution Dates; and
2. to REMIC VI as the holder of the REMIC III Regular Interests, in an amount equal to
the remainder of the REMIC III Available Distribution Amount after the distributions made pursuant to
clause (1) above, allocated as follows:
(A) in respect of REMIC III Regular Interest LT2, REMIC III Regular Interest LT3
and REMIC III Regular Interest LT4, their respective Principal Distribution Amounts;
(B) in respect of REMIC III Regular Interest LT1 any remainder until the
Uncertificated Principal Balance thereof is reduced to zero; and
(C) any remainder in respect of REMIC III Regular Interest LT2, REMIC III Regular
Interest LT3 and REMIC III Regular Interest LT4, pro rata according to their respective
Uncertificated Principal Balances as reduced by the distributions deemed made pursuant to (i)
above, until their respective Uncertificated Principal Balances are reduced to zero; and
3. any remaining amounts to the Holders of the Class R Certificates in respect of
Component II thereof.
REMIC III Interests: The REMIC III Regular Interests and Component III of the Class R
Certificates.
REMIC III Principal Reduction Amounts: For any Distribution Date, the amounts by which the
principal balances of the REMIC III Regular Interests LT1, LT2, LT3 and LT4, respectively, will be
reduced on such Distribution Date by the allocation of Realized Losses and the distribution of
principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth
below:
Y1 = the principal balance of the REMIC III Regular Interest LT1 after distributions on the
prior Distribution Date.
Y2 = the principal balance of the REMIC III Regular Interest LT2 after distributions on the
prior Distribution Date.
Y3 = the principal balance of the REMIC III Regular Interest LT3 after distributions on the
prior Distribution Date.
Y4 = the principal balance of the REMIC III Regular Interest LT4 after distributions on the
prior Distribution Date (note: Y3 = Y4).
ΔY1 = the REMIC III Regular Interest LT1 Principal Reduction Amount.
ΔY2 = the REMIC III Regular Interest LT2 Principal Reduction Amount.
ΔY3 = the REMIC III Regular Interest LT3 Principal Reduction Amount.
ΔY4 = the REMIC III Regular Interest LT4 Principal Reduction Amount.
P0 = the aggregate principal balance of the REMIC III Regular Interests LT1, LT2, LT3 and
LT4 after distributions and the allocation of Realized Losses on the prior Distribution Date.
P1 = the aggregate principal balance of the REMIC III Regular Interests LT1, LT2, LT3 and
LT4 after distributions and the allocation of Realized Losses to be made on such Distribution Date.
ΔP = P0 - P1 = the aggregate of the REMIC III Regular Interests LT1, LT2, LT3 and LT4
Principal Reduction Amounts.
=the aggregate of the principal portions of Realized Losses to be allocated to, and the
principal distributions to be made on, the Group I Certificates on such Distribution Date (including
distributions of accrued and unpaid interest on the Class SB-I Certificates for prior Distribution
Dates).
R0 = the Group I Net WAC Cap Rate (stated as a monthly rate) after giving effect to amounts
distributed and Realized Losses allocated on the prior Distribution Date.
R1 = the Group I Net WAC Cap Rate (stated as a monthly rate) after giving effect to amounts
to be distributed and Realized Losses to be allocated on such Distribution Date.
α = (Y2 + Y3)/P0. The initial value of α on the Closing Date for use on the first
Distribution Date shall be 0.0001.
γ0 = the lesser of (A) the sum for all Classes of Group I Certificates, other than the
Class B-IO Certificates, of the product for each Class of (i) the monthly interest rate (as limited by
the Group I Net WAC Cap Rate, if applicable) for such Class applicable for distributions to be made on
such Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after
distributions and the allocation of Realized Losses on the prior Distribution Date and (B) R0*P0.
γ1 = the lesser of (A) the sum for all Classes of Group I Certificates, other than the
Class B-IO Certificates, of the product for each Class of (i) the monthly interest rate (as limited by
the Net WAC Cap Rate, if applicable) for such Class applicable for distributions to be made on the next
succeeding Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after
distributions and the allocation of Realized Losses to be made on such Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4;
ΔY2 = (α/2){( γ0R1 - γ1R0)/R0R1};
ΔY3 = αΔP - ΔY2; and
ΔY4 = ΔY3.
if both ΔY2 and ΔY3, as so determined, are non-negative numbers. Otherwise:
(1)If ΔY2, as so determined, is negative, then
ΔY2 = 0;
ΔY3 = α{γ1R0P0 - γ0R1P1}/{γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
(2)If ΔY3, as so determined, is negative, then
ΔY3 = 0;
ΔY2 = α{γ0R1P1 - γ1R0P0}/{2R1R0P1 - γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
REMIC III Realized Losses: For any Distribution Date, Realized Losses on the Group I Mortgage
Loans for the related Due Period shall be allocated, as follows: (i) the interest portion of Realized
Losses, if any, shall be allocated pro rata to accrued interest on the REMIC III Regular Interests to
the extent of such accrued interest, and (ii) any remaining interest portions of Realized Losses and any
principal portions of Realized Losses shall be treated as principal portions of Realized Losses and
allocated (i) to the REMIC III Regular Interest LT2, REMIC III Regular Interest LT3 and REMIC III
Regular Interest LT4, pro rata according to their respective Principal Reduction Amounts, provided that
such allocation to each of the REMIC III Regular Interest LT2, REMIC III Regular Interest LT3 and
REMIC III Regular Interest LT4 shall not exceed their respective Principal Reduction Amounts for such
Distribution Date, and (ii) any Realized Losses not allocated to any of REMIC III Regular Interest LT2,
REMIC III Regular Interest LT3 or REMIC III Regular Interest LT4 pursuant to the proviso of clause (i)
above shall be allocated to the REMIC III Regular Interest LT1.
REMIC III Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC III set forth in Section 5.01(c)(iii) and issued hereunder and designated as a "regular
interest" in REMIC III. Each REMIC III Regular Interest shall accrue interest at the Uncertificated
Pass-Through Rate specified for such REMIC III Interest in Section 5.01(c)(iii), and shall be entitled
to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal
to its initial Uncertificated Principal Balance as set forth in Section 5.01(c)(iii). The designations
for the respective REMIC III Regular Interests are set forth in Section 5.01(c)(iii).
REMIC III Regular Interest LT1: A regular interest in REMIC III that is held as an asset of
REMIC VI, that has an initial principal balance equal to the related Uncertificated Principal Balance,
that bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest LT1 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC III Regular Interest LT1 Principal Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC III Regular Interest LT1 on such Distribution Date.
REMIC III Regular Interest LT2: A regular interest in REMIC III that is held as an asset of
REMIC VI, that has an initial principal balance equal to the related Uncertificated Principal Balance,
that bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest LT2 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC III Regular Interest LT2 Principal Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC III Regular Interest LT2 on such Distribution Date.
REMIC III Regular Interest LT3: A regular interest in REMIC III that is held as an asset of
REMIC VI, that has an initial principal balance equal to the related Uncertificated Principal Balance,
that bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest LT3 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC III Regular Interest LT3 Principal Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC III Regular Interest LT3 on such Distribution Date.
REMIC III Regular Interest LT4: A regular interest in REMIC III that is held as an asset of
REMIC VI, that has an initial principal balance equal to the related Uncertificated Principal Balance,
that bears interest at the related Uncertificated Pass-Through Rate, and that has such other terms as
are described herein.
REMIC III Regular Interest LT4 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC III Regular Interest LT4 Principal Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC III Regular Interest LT4 on such Distribution Date.
REMIC IV: That group of assets contained in the Trust Fund designated as a REMIC consisting of
the REMIC I Regular Interests and any proceeds thereof.
REMIC IV Available Distribution Amount: For any Distribution Date, the amounts deemed
distributed with respect to the REMIC I Regular Interests pursuant to Section 6.07.
REMIC IV Distribution Amount: For any Distribution Date, the REMIC IV Available Distribution
Amount shall be distributed by REMIC IV to REMIC VI on account of the REMIC IV Regular Interests and to
the Class R Certificates in respect of Component IV thereof, as follows: to each REMIC IV Regular
Interest in respect of Uncertificated Accrued Interest thereon and the Uncertificated Principal Balance
thereof, the amount distributed in respect of interest and principal on the Related Class or Classes of
Certificates (with such amounts having the same character as interest or principal with respect to the
REMIC IV Regular Interest as they have with respect to the Related Certificate or Certificates) with the
following exception: No amount paid to any Certificate in respect of any Basis Risk Shortfall Amount or
Basis Risk Shortfall Carryforward Amount shall be included in the amount paid in respect of a related
REMIC IV Regular Interest. Any remaining amount of the REMIC IV Available Distribution Amount shall be
distributed to the holders of the Class R Certificates in respect of Component IV thereof.
REMIC IV Interests: The REMIC IV Regular Interests and Component IV of the Class R
Certificates.
REMIC IV Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC IV set forth in Section 5.01(c)(iv) and issued hereunder and designated as a "regular interest"
in REMIC IV. Each REMIC IV Regular Interest shall accrue interest at the Uncertificated Pass-Through
Rate specified for such REMIC IV Interest in Section 5.01(c)(iv), and shall be entitled to distributions
of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in Section 5.01(c)(iv). The designations for the
respective REMIC IV Regular Interests are set forth in Section 5.01(c)(iv).
REMIC V: That group of assets contained in the Trust Fund designated as a REMIC consisting of
the REMIC II Regular Interests and any proceeds thereof.
REMIC V Available Distribution Amount: For any Distribution Date, the amounts deemed
distributed with respect to the REMIC II Regular Interests pursuant to Section 6.07.
REMIC V Distribution Amount: For any Distribution Date, the REMIC V Available Distribution
Amount shall be distributed by REMIC V to REMIC VI on account of the REMIC V Regular Interests and to
the Class R Certificates in respect of Component V thereof, as follows: to each REMIC V Regular
Interest in respect of Uncertificate Accrued Interest thereon and the Uncertificated Principal Balance
thereof, the amount distributed in respect of interest and principal on the Related Class or Classes of
Certificates (with such amounts having the same character as interest or principal with respect to the
REMIC V Regular Interest as they have with respect to the Related Certificate or Certificates). Any
remaining amount of the REMIC V Available Distribution Amount shall be distributed to the holders of the
Class R Certificates in respect of Component V thereof.
REMIC V Interests: The REMIC V Regular Interests and Component V of the Class R Certificates.
REMIC V Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC V set forth in Section 5.01(c)(v) and issued hereunder and designated as a "regular interest"
in REMIC V. Each REMIC V Regular Interest shall accrue interest at the Uncertificated Pass-Through Rate
specified for such REMIC V Interest in Section 5.01(c)(v), and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in Section 5.01(c)(v). The designations for the
respective REMIC V Regular Interests are set forth in Section 5.01(c)(v).
REMIC VI: That group of assets contained in the Trust Fund designated as a REMIC consisting of
the REMIC III Regular Interests, REMIC IV Regular Interests and REMIC V Regular Interests and any
proceeds thereof.
REMIC VI Available Distribution Amount: For any Distribution Date, the amounts deemed
distributed with respect to the REMIC III Regular Interests, REMIC IV Regular Interests and REMIC V
Regular Interests pursuant to Section 6.07.
REMIC VI Distribution Amount: For any Distribution Date, the REMIC VI Available Distribution
Amount shall be deemed distributed by REMIC VI to the holders of the Certificates (other than the Class
B-IO Certificates) on account of the REMIC VI Regular Interests (other than REMIC VI Regular Interests
B-IO-I and B-IO-P), to REMIC VII on account of REMIC VI Regular Interests B-IO-I and B-IO-P, and to the
Class R Certificates in respect of Component VI thereof, as follows: to each REMIC VI Regular Interest
in respect of Uncertificated Interest thereon and the Uncertificated Principal Balance thereof, the
amount distributed in respect of interest and principal on the Related Class or Classes of Certificates
(with such amounts having the same character as interest or principal with respect to the REMIC VI
Regular Interest as they have with respect to the Related Certificate or Certificates) with the
following exceptions: (1) No amount paid to any Certificate in respect of any Basis Risk Shortfall
Amount, Basis Risk Shortfall Carryforward Amount, Carry Forward Amount or Carry Forward Shortfall
Amount shall be included in the amount paid in respect of a related REMIC VI Regular Interest; (2)
amounts paid in respect of Basis Risk Shortfall Amounts and Basis Risk Shortfall Carryforward Amounts to
the extent not derived from any Cap Contract Payment Amount shall be deemed paid with respect to REMIC
VI Regular Interest B-IO-I in respect of accrued and unpaid interest thereon and (3) amounts paid in
respect of Carry Forward Amounts and Carry Forward Shortfall Amounts to the extent not derived from any
Cap Contract Payment Amount shall be deemed paid with respect to REMIC VI Regular Interest II-X-B1 or
REMIC VI Regular Interest II-X-B2, as applicable, in respect of accrued and unpaid interest thereon.
Any remaining amount of the REMIC VI Available Distribution Amount shall be distributed to the holders
of the Class R Certificates in respect of Component VI thereof.
REMIC VI Interests: The REMIC VI Regular Interests and Component VI of the Class R
Certificates.
REMIC VI Regular Interest: Any of the separate non-certificated beneficial ownership interests
in REMIC VI set forth in Section 5.01(c)(vi) and issued hereunder and designated as a "regular interest"
in REMIC VI. Each REMIC VI Regular Interest shall accrue interest at the Uncertificated Pass-Through
Rate specified for such REMIC VI Interest in Section 5.01(c)(iv), and shall be entitled to distributions
of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in Section 5.01(c)(iv). The designations for the
respective REMIC VI Regular Interests are set forth in Section 5.01(c)(iv).
REMIC VII: That group of assets contained in the Trust Fund designated as a REMIC consisting
of REMIC VI Regular Interests B-IO-I and B-IO-P and any proceeds thereof.
REMIC VII Available Distribution Amount: For any Distribution Date, the amounts deemed
distributed with respect to REMIC VI Regular Interests B-IO-I and B-IO-P pursuant to Section 6.07.
REMIC VII Distribution Amount: For any Distribution Date, the REMIC VII Available Distribution
Amount shall be deemed distributed by REMIC VII to the holder of the Class B-IO Certificates on account
of REMIC VI Regular Interests B-IO-I and B-IO-P.
REMIC VII Interests: The REMIC VII Regular Interest and the Class R-X Certificates.
REMIC VII Regular Interest: The separate non-certificated beneficial ownership interest in
REMIC VII set forth in Section 5.01(c)(vii) and issued hereunder and designated as a "regular interest"
in REMIC VII. The REMIC VII Regular Interest shall accrue interest at the Uncertificated Pass-Through
Rate specified for such REMIC VII Interest in Section 5.01(c)(vii). The designation for the REMIC VII
Regular Interest is set forth in Section 5.01(c)(vii).
REO Property: A Mortgaged Property acquired in the name of the Trustee, for the benefit of
Certificateholders, by foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Reportable Event: As defined in Section 3.18(a)(iii).
Repurchase Price: With respect to any Mortgage Loan (or any property acquired with respect
thereto) required to be repurchased by the Sponsor pursuant to the Mortgage Loan Purchase Agreement, a
Subsequent Mortgage Loan Purchase Agreement or Article II of this Agreement, an amount equal to the
excess of (i) the sum of (a) 100% of the Outstanding Principal Balance of such Mortgage Loan as of the
date of repurchase (or if the related Mortgaged Property was acquired with respect thereto, 100% of the
Outstanding Principal Balance at the date of the acquisition), (b) accrued but unpaid interest on the
Outstanding Principal Balance at the related Mortgage Interest Rate, through and including the last day
of the month of repurchase and (c) any costs and damages (if any) incurred by the Trust in connection
with any violation of such Mortgage Loan of any predatory or abusive lending laws over (ii) any portion
of the Master Servicing Compensation, Servicing Fee, Monthly Advances and advances payable to the
purchaser of the Mortgage Loan (if any).
Repurchase Proceeds: The Repurchase Price in connection with any repurchase of a Mortgage Loan
by the Sponsor and any cash deposit in connection with the substitution of a Mortgage Loan, in each case
in accordance with the Mortgage Loan Purchase Agreement.
Request for Release: A request for release in the form attached hereto as Exhibit D.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy which is
required to be maintained from time to time under this Agreement with respect to such Mortgage Loan.
Reserve Fund: The separate trust account created and maintained by the Securities
Administrator pursuant to Section 4.06 hereof.
Residual Certificate: Any of the Class R Certificates, consisting of six
components—Component I, Component II, Component III, Component IV, Component V and
Component VI—respectively representing ownership of the sole class of residual interest in each of REMIC
I, REMIC II, REMIC III, REMIC IV, REMIV V and REMIC VI, and the Class R-X Certificates.
Responsible Officer: Any officer assigned to the Corporate Trust Office of the Trustee or the
Securities Administrator, as the case may be (or any successor thereto), including any Vice President,
Assistant Vice President, Trust Officer, any Assistant Secretary, any trust officer or any other officer
of the Trustee or the Securities Administrator, as the case may be, customarily performing functions
similar to those performed by any of the above designated officers and having direct responsibility for
the administration of this Agreement, and any other officer of the Trustee or the Securities
Administrator, as the case may be, to whom a matter arising hereunder may be referred because of such
officer's knowledge of and familiarity with the particular subject.
Rule 144A Certificate: The certificate to be furnished by each purchaser of a Private
Certificate (which is also a Physical Certificate) which is a Qualified Institutional Buyer as defined
under Rule 144A promulgated under the Securities Act, substantially in the form set forth as Exhibit F-2
hereto.
S&P: Standard & Poor's, a division of The McGraw-Hill Companies, Inc., and its successors in
interest.
Sarbanes-Oxley Act: The Sarbanes-Oxley Act of 2002 and the rules and regulations of the
Commission promulgated thereunder (including any interpretation thereof by the Commission's staff).
Sarbanes-Oxley Certification: As defined in Section 3.18(a)(iv).
Scheduled Payment: With respect to any Mortgage Loan and any Due Period, the scheduled payment
or payments of principal and interest due during such Due Period on such Mortgage Loan which either is
payable by a Mortgagor in such Due Period under the related Mortgage Note or, in the case of REO
Property, would otherwise have been payable under the related Mortgage Note.
Scheduled Principal: The principal portion of any Scheduled Payment.
Securities Act: The Securities Act of 1933, as amended.
Securities Administrator: Wells Fargo Bank, National Association, in its capacity as paying
agent or securities administrator (as applicable) hereunder, or its successor in interest, or any
successor securities administrator or paying agent appointed as herein provided.
Securities Administrator Information: As defined in Section 3.18(c).
Securities Legend: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),
PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A OR (2) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING
THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF
THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN
THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE
MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (A "PLAN") THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), OR BY A PERSON USING "PLAN ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE
SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND
THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY RELY WHICH IS SATISFACTORY TO THE SECURITIES
ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER
SERVICER, THE TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO
THOSE UNDERTAKEN IN THE AGREEMENT.
Security Instrument: A written instrument creating a valid first lien on a Mortgaged Property
securing a Mortgage Note, which may be any applicable form of mortgage, deed of trust, deed to secure
debt or security deed, including any riders or addenda thereto.
Seller: EMC in its capacity as seller of the Mortgage Loans to the Depositor.
Senior Certificates: The Group I Senior Certificates, Group II Senior Certificates and Group
III Senior Certificates.
Senior Enhancement Percentage: As to each Distribution Date, the percentage equivalent of a
fraction, the numerator of which is the sum of (i) the aggregate of the Certificate Principal Balance of
the Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3 Certificates and (ii) the
Overcollateralization Amount, in each case after taking into account the distribution of the related
Principal Distribution Amounts on such Distribution Date, and the denominator of which is the aggregate
Stated Principal Balance of the Group I Mortgage Loans for such Distribution Date.
Senior Optimal Principal Amount: The Group II Senior Optimal Principal Amount or the Group III
Senior Optimal Principal Amount, as applicable.
Senior Percentage: The Group II Senior Percentage or the Group III Senior Percentage, as
applicable.
Senior Prepayment Percentage: The Group II Senior Prepayment Percentage or the Group III
Senior Prepayment Percentage, as applicable.
Servicer Remittance Date: With respect to each Mortgage Loan and the applicable Servicer, the
date set forth in the related Servicing Agreement.
Servicers: Each of Bank of America, Chase Home, Chevy Chase, Countrywide, EMC, EverHome, First
Horizon, GMACM, GreenPoint, Harbourside, HomeBanc, HSBC, Mid America, Morgan Stanley, PHH and Wells
Fargo and their respective permitted successors and assigns.
Servicing Agreement: Each of the Bank of America Servicing Agreement, Chase Home Servicing
Agreement, Chevy Chase Servicing Agreement, Countrywide Servicing Agreement, EMC Servicing Agreement,
EverHome Servicing Agreement, First Horizon Servicing Agreement, GMACM Servicing Agreement, GreenPoint
Servicing Agreement, Harbourside Servicing Agreement, HomeBanc Servicing Agreement, HSBC Servicing
Agreement, Mid America Servicing Agreement, Morgan Stanley Servicing Agreement, PHH Servicing Agreement
and Wells Fargo Servicing Agreement, in each case as modified by the related Assignment Agreement.
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as
such may be amended from time to time.
Servicing Fee: As to any Mortgage Loan and Distribution Date, an amount equal to the product
of (i) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the preceding calendar
month and (ii) the related Servicing Fee Rate.
Servicing Fee Rate: As to any Mortgage Loan, a per annum rate as set forth in the Mortgage
Loan Schedule.
Servicing Officer: The President or a Vice President or Assistant Vice President or other
authorized officer of the Master Servicer having direct responsibility for the administration of this
Agreement, and any other authorized officer of the Master Servicer to whom a matter arising hereunder
may be referred.
Significance Estimate: Each of the Group I Significance Estimate and the Group II Significance
Estimate.
Significance Percentage: Each of the Group I Significance Percentage and the Group II
Significance Percentage.
Special Hazard Loss: A Realized Loss attributable to damage or a direct physical loss suffered
by a mortgaged property (including any Realized Loss due to the presence or suspected presence of
hazardous wastes or substances on a mortgaged property) other than any such damage or loss covered by a
hazard policy or a flood insurance policy required to be maintained in respect of such mortgaged
property under the Agreement or any loss due to normal wear and tear or certain other causes.
Sponsor: EMC, as mortgage loan seller under the Mortgage Loan Purchase Agreement and the
related Subsequent Mortgage Loan Purchase Agreement.
Startup Day:April 28, 2006.
Stated Principal Balance: With respect to any Group I Mortgage Loan or related REO Property and
any Distribution Date, the Outstanding Principal Balance thereof as of the Cut-off Date minus the sum of
(i) the principal portion of the Scheduled Payments due with respect to such Mortgage Loan during each
Due Period ending prior to such Distribution Date (and irrespective of any delinquency in their
payment), (ii) all Principal Prepayments with respect to such Mortgage Loan received prior to or during
the related Prepayment Period, and all Liquidation Proceeds to the extent applied by the related
Servicer as recoveries of principal in accordance with this Agreement or the applicable Servicing
Agreement with respect to such Mortgage Loan, that were received by the related Servicer as of the close
of business on the last day of the calendar month immediately preceeding such Distribution Date and
(iii) any Realized Losses on such Mortgage Loan incurred during the prior calendar month. The Stated
Principal Balance of a Liquidated Mortgage Loan equals zero. References herein to the Stated Principal
Balance of a Loan Group or Sub-Loan Group at any time shall mean the aggregate Stated Principal Balance
of all Mortgage Loans in such Loan Group or Sub-Loan Group.
With respect to any Group II Mortgage Loan on any Distribution Date, (i) the unpaid principal
balance of such Mortgage Loan as of the close of business on the related Due Date (taking account of the
principal payment to be made on such Due Date and irrespective of any delinquency in its payment), as
specified in the amortization schedule at the time relating thereto (before any adjustment to such
amortization schedule by reason of any bankruptcy or similar proceeding occurring after the Cut-off Date
(other than a Deficient Valuation) or any moratorium or similar waiver or grace period) and less
(ii) any Principal Prepayments (including the principal portion of Net Liquidation Proceeds) received
during or prior to the related Prepayment Period; provided that the Stated Principal Balance of a
Liquidated Mortgage Loan is zero.
With respect to any Group III Mortgage Loan on any Distribution Date, (i) the unpaid principal
balance of such Mortgage Loan as of the close of business on the related Due Date (taking account of the
principal payment to be made on such Due Date and irrespective of any delinquency in its payment), as
specified in the amortization schedule at the time relating thereto (before any adjustment to such
amortization schedule by reason of any bankruptcy or similar proceeding occurring after the Cut-off Date
(other than a Deficient Valuation) or any moratorium or similar waiver or grace period) and less
(ii) any Principal Prepayments (including the principal portion of Net Liquidation Proceeds) received
during or prior to the related Prepayment Period; provided that the Stated Principal Balance of a
Liquidated Mortgage Loan is zero.
Stepdown Date: The earlier to occur of (i) the Distribution Date on which the aggregate
Certificate Principal Balance of the Class I-A Certificates has been reduced to zero and (ii) the later
to occur of (a) the Distribution Date in May 2009 and (b) the first Distribution Date on which the sum
of the aggregate Certificate Principal Balance of the Class I-M-1, Class I-M-2, Class I-B-1, Class
I-B-2, and Class I-B-3 Certificates and the Overcollateralization Amount divided by the Stated Principal
Balance of the Mortgage Loans for such Distribution Date is greater than or equal to 20.70%.
Sub-Loan Group: Any of Sub-Loan Group II-1, Sub-Loan Group II-2, Sub-Loan Group II-3, Sub-Loan
Group II-4, Sub-Loan Group III-1, Sub-Loan Group III-2, Sub-Loan Group III-3, Sub-Loan Group III-4,
Sub-Loan Group III-5 or Sub-Loan Group III-6, as applicable.
Sub-Loan Group II-1: The group of Mortgage Loans designated as belonging to Sub-Loan
Group II-1 on the Mortgage Loan Schedule.
Sub-Loan Group II-1 Certificates: The Class II-1A-1, Class II-1A-2 and Class II-1X-1
Certificates.
Sub-Loan Group II-2: The group of Mortgage Loans designated as belonging to Sub-Loan
Group II-2 on the Mortgage Loan Schedule.
Sub-Loan Group II-2 Certificates: The Class II-2A-1, Class II-2A-2 and Class II-2X-1
Certificates.
Sub-Loan Group II-3: The group of Mortgage Loans designated as belonging to Sub-Loan
Group II-3 on the Mortgage Loan Schedule.
Sub-Loan Group II-3 Certificates: The Class II-3A-1, Class II-3A-2 and Class II-3X-1
Certificates.
Sub-Loan Group II-4: The group of Mortgage Loans designated as belonging to Sub-Loan
Group II-4 on the Mortgage Loan Schedule.
Sub-Loan Group II-4 Certificates: The Class II-4A-1 Certificates and the Class II-4A-2
Certificates.
Sub-Loan Group III-1: The group of Mortgage Loans designated as belonging to Sub-Loan
Group III-1 on the Mortgage Loan Schedule and any Subsequent Mortgage Loans added to Sub-Loan Group III-1.
Sub-Loan Group III-1 Certificates: The Class III-1A-1, Class III-1A-2 and Class III-1X-1
Certificates.
Sub-Loan Group III-2: The group of Mortgage Loans designated as belonging to Sub-Loan
Group III-2 on the Mortgage Loan Schedule and any Subsequent Mortgage Loans added to Sub-Loan Group III-2.
Sub-Loan Group III-2 Certificates: The Class III-2A-1, Class III-2A-2 and Class III-2X-1
Certificates.
Sub-Loan Group III-3: The group of Mortgage Loans designated as belonging to Sub-Loan
Group III-3 on the Mortgage Loan Schedule and any Subsequent Mortgage Loans added to Sub-Loan Group III-3.
Sub-Loan Group III-3 Certificates: The Class III-3A-1 Certificates and the Class III-3A-2
Certificates.
Sub-Loan Group III-4: The group of Mortgage Loans designated as belonging to Sub-Loan
Group III-4 on the Mortgage Loan Schedule and any Subsequent Mortgage Loans added to Sub-Loan Group III-4.
Sub-Loan Group III-4 Certificates: The Class III-4A-1, Class III-4A-2 and Class III-4X-1
Certificates.
Sub-Loan Group III-5: The group of Mortgage Loans designated as belonging to Sub-Loan
Group III-5 on the Mortgage Loan Schedule and any Subsequent Mortgage Loans added to Sub-Loan Group III-5.
Sub-Loan Group III-5 Certificates: The Class III-5A-1 Certificates and the Class III-5A-2
Certificates.
Sub-Loan Group III-6: The group of Mortgage Loans designated as belonging to Sub-Loan
Group III-6 on the Mortgage Loan Schedule and any Subsequent Mortgage Loans added to Sub-Loan Group III-6.
Sub-Loan Group III-6 Certificates: The Class III-6A-1 Certificates and the Class III-6A-2
Certificates.
Subordinate Certificate Writedown Amount: With respect to the Group II Subordinate
Certificates and as to any Distribution Date (other than the Class II-X-B1 Certificates and the Class
II-X-B2 Certificates), the amount by which (i) the sum of the Certificate Principal Balances of the
Group II Certificates (after giving effect to the distribution of principal and the allocation of
applicable Realized Losses in reduction of the Certificate Principal Balances of the Group II
Certificates on such Distribution Date) exceeds (y) the aggregate Stated Principal Balances of the Group
II Mortgage Loans on the Due Date related to such Distribution Date. With respect to the Group III
Subordinate Certificates and as to any Distribution Date, the amount by which (i) the sum of the
Certificate Principal Balances of the Group III Certificates (after giving effect to the distribution of
principal and the allocation of applicable Realized Losses in reduction of the Certificate Principal
Balances of the Group III Certificates on such Distribution Date) exceeds (y) the aggregate Stated
Principal Balances of the Group III Mortgage Loans on the Due Date related to such Distribution Date.
Subordinate Certificates: The Group I Subordinate Certificates, the Group II Subordinate
Certificates and the Group III Subordinate Certificates.
Subordinate Optimal Principal Amount: The Group II Subordinate Optimal Principal Amount or the
Group III Subordinate Optimal Principal Amount, as applicable.
Subordinate Percentage: The Group II Subordinate Percentage or the Group III Subordinate
Percentage, as applicable.
Subordinate Prepayment Percentage: The Group II Subordinate Prepayment Percentage or the Group
III Subordinate Prepayment Percentage, as applicable.
Subsequent Cut-off Date: With respect to the Subsequent Mortgage Loans sold to the Trust
pursuant to a Subsequent Transfer Instrument, the later of (i) the first day of the month in which the
related Subsequent Transfer Date occurs or (ii) the date of origination of such Mortgage Loan.
Subsequent Mortgage Loans: The Mortgage Loans which will be acquired by the Trust during the
Pre-Funding Period with amounts on deposit in the Pre-Funding Account, which Mortgage Loans will be held
as part of the Trust Fund.
Subsequent Mortgage Loan Purchase Agreement: The agreements between EMC, as seller, and
Structured Asset Mortgage Investments II Inc., as purchaser, and all amendments thereof and supplements
thereto, regarding the transfer of the Subsequent Mortgage Loans by EMC to Structured Asset Mortgage
Investments II Inc., a form of which is attached as Exhibit K.
Subsequent Recoveries: As of any Distribution Date, amounts received during the related Due
Period by the Master Servicer (net of any related expenses permitted to be reimbursed pursuant to
Section 4.05) or surplus amounts held by the Master Servicer to cover estimated expenses (including, but
not limited to, recoveries in respect of the representations and warranties made by the Sponsor pursuant
to the Mortgage Loan Purchase Agreement) specifically related to a Liquidated Mortgage Loan or the
disposition of an REO Property prior to the related Prepayment Period that resulted in a Realized Loss,
after liquidation or disposition of such Mortgage Loan.
Subsequent Transfer Date: With respect to each Subsequent Transfer Instrument, the date on
which the related Subsequent Mortgage Loans are sold to the Trust.
Subsequent Transfer Instrument: Each Subsequent Transfer Instrument, dated as of a Subsequent
Transfer Date, executed by the Depositor, as seller thereunder, and substantially in the form attached
hereto as Exhibit L, by which Subsequent Mortgage Loans are transferred to the Trust Fund.
Substitute Mortgage Loan: A mortgage loan tendered to the Trustee pursuant to the related
Servicing Agreement, the Mortgage Loan Purchase Agreement, a Subsequent Mortgage Loan Purchase Agreement
or Section 2.04 of this Agreement, as applicable, in each case, (i) which has an Outstanding Principal
Balance not greater nor materially less than the Mortgage Loan for which it is to be substituted;
(ii) which has a Mortgage Interest Rate and Net Rate not less than, and not materially greater than, such
Mortgage Loan; (iii) which has a maturity date not materially earlier or later than such Mortgage Loan
and not later than the latest maturity date of any Mortgage Loan; (iv) which is of the same property
type and occupancy type as such Mortgage Loan; (v) which has a Loan-to-Value Ratio not greater than the
Loan-to-Value Ratio of such Mortgage Loan; (vi) which is current in payment of principal and interest as
of the date of substitution; (vii) as to which the payment terms do not vary in any material respect
from the payment terms of the Mortgage Loan for which it is to be substituted and (viii) which has a
Gross Margin, Periodic Rate Cap and Maximum Lifetime Mortgage Rate no less than those of such Mortgage
Loan, has the same Index and interval between Interest Adjustment Dates as such Mortgage Loan, and a
Minimum Lifetime Mortgage Rate no lower than that of such Mortgage Loan.
Substitution Adjustment Amount: The amount, if any, required to be paid by the Mortgage Loan
Seller to the Securities Administrator for deposit in the Distribution Account pursuant to Section 2.04
in connection with the substitution of a Mortgage Loan.
Tax Administration and Tax Matters Person: The Securities Administrator and any successor
thereto or assignee thereof shall serve as tax administrator hereunder and as agent for the Tax Matters
Person. The Holder of the largest percentage interest of each Class of Residual Certificates shall be
the Tax Matters Person for the related 2006-3 REMIC, as more particularly set forth in Section 9.12
hereof.
Termination Purchase Price: The price, calculated as set forth in Section 10.01, to be paid in
connection with the repurchase of the Mortgage Loans pursuant to Section 10.01.
Trigger Event: With respect to any Distribution Date, an event that exists if (i) the
percentage obtained by dividing (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans
that are 60 or more days Delinquent (including for this purpose any such Mortgage Loans in bankruptcy or
foreclosure and the Group I Mortgage Loans with respect to which the related Mortgaged Property has been
acquired by the Trust) by (y) the aggregate Stated Principal Balance of the Group I Mortgage Loans in
the mortgage pool, in each case, as of the close of business on the last day of the preceding calendar
month, exceeds 34% of the Current Specified Enhancement Percentage or (ii) the aggregate amount of
Realized Losses on the Group I Mortgage Loans since the Cut-off Date as a percentage of the aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date exceeds the applicable
percentage set forth below:
Months Percentage
37 - 48 0.65%
49 - 60 1.15%
61 - 72 1.65%
73+ 1.95%
Trust Fund or Trust: The corpus of the trust created by this Agreement, consisting of the
Mortgage Loans and the other assets described in Section 2.01(a).
Trustee: U.S. Bank National Association, or its successor in interest, or any successor
trustee appointed as herein provided.
2006-3 REMIC: Any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI and REMIC VII.
Uncertificated Interest: With respect to each REMIC Regular Interest on each Distribution Date,
an amount equal to one month's interest at the related Uncertificated Pass-Through Rate on the
Uncertificated Principal Balance of such REMIC Regular Interest. In each case, for purposes of the
distributions, Uncertificated Interest will be reduced by the interest portion of any Realized Losses
and Net Interest Shortfalls allocated, with respect to the REMIC I Regular Interests and REMIC II, to
such REMIC Regular Interests pursuant to the definition of Realized Losses, with respect to the REMIC
III Regular Interests, to such REMIC Regular Interests pursuant to the definition of REMIC III Realized
Losses and, with respect to the REMIC IV Regular Interests, REMIC V Regular Interests, REMIC VI Regular
Interests and REMIC VII Regular Interest, to the Related Classes of Certificates.
Uncertificated Pass-Through Rate: With respect to any Distribution Date and REMIC Interest, the
pass-through rate of each such REMIC Interest set forth in Section 5.01(c).
Uncertificated Principal Balance: The amount of any REMIC Regular Interest outstanding as of
any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC I
Regular Interest shall equal the amount set forth in Section 5.01(c)(i) as its Initial Uncertificated
Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC I
Regular Interest shall be reduced by the sum of (i) the principal portion of Realized Losses allocated
to the REMIC I Regular Interests in accordance with the definition of Realized Loss and (ii) the amounts
deemed distributed on each Distribution Date in respect of principal on the REMIC I Regular Interests
pursuant to Section 6.07. As of the Closing Date, the Uncertificated Principal Balance of each REMIC II
Regular Interest shall equal the amount set forth in Section 5.01(c)(ii) as its Initial Uncertificated
Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC II
Regular Interest shall be reduced by the sum of (i) the principal portion of Realized Losses allocated
to the REMIC II Regular Interests in accordance with the definition of Realized Loss and (ii) the
amounts deemed distributed on each Distribution Date in respect of principal on the REMIC II Regular
Interests pursuant to Section 6.07. As of the Closing Date, the Uncertificated Principal Balance of
each REMIC III Regular Interest shall equal the amount set forth in the Section 5.01(c)(iii) hereto as
its Initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal
Balance of each REMIC III Regular Interest shall be reduced, first, by the portion of Realized Losses
allocated in reduction of the Certificate Principal Balances thereof on such Distribution Date pursuant
to the definition of REMIC III Realized Losses and, second, the amounts deemed distributed on each
Distribution Date in respect of principal on the REMIC III Regular Interests pursuant to Section 6.07.
As of the Closing Date, the Uncertificated Principal Balance of each REMIC IV Regular Interest shall
equal the amount set forth in the Section 5.01(c)(iv) hereto as its Initial Uncertificated Principal
Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC IV Regular
Interest shall be reduced, first, by the portion of Realized Losses allocated in reduction of the
Certificate Principal Balances of the Related Classes of Certificates on such Distribution Date and,
second, by all distributions of principal made on such Related Classes of Certificates on such
Distribution Date. As of the Closing Date, the Uncertificated Principal Balance of each REMIC V Regular
Interest shall equal the amount set forth in the Section 5.01(c)(v) hereto as its Initial Uncertificated
Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC V
Regular Interest shall be reduced, first, by the portion of Realized Losses allocated in reduction of
the Certificate Principal Balances of the Related Classes of Certificates on such Distribution Date and,
second, by all distributions of principal made on such Related Classes of Certificates on such
Distribution Date. As of the Closing Date, the Uncertificated Principal Balance of each REMIC VI
Regular Interest shall equal the amount set forth in the Section 5.01(c)(vi) hereto as its Initial
Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of
each REMIC VI Regular Interest shall be reduced, first, by the portion of Realized Losses allocated in
reduction of the Certificate Principal Balances of the Related Classes of Certificates on such
Distribution Date and, second, by all distributions of principal made on such Related Classes of
Certificates on such Distribution Date. As of the Closing Date, the Uncertificated Principal Balance of
the REMIC VII Regular Interest shall equal the amount set forth in Section 5.01(c)(vii) as its Initial
Uncertificated Principal Balance.
Undercollateralized Amount: With respect any Certificate Group in Loan Group II or Loan Group
III and any Distribution Date, the excess of (i) the aggregate Certificate Principal Balance of such
Certificate Group over (ii) the aggregate Stated Principal Balance of the Mortgage Loans in the related
Sub-Loan Group.
Uninsured Cause: Any cause of damage to a Mortgaged Property or related REO Property such that
the complete restoration of such Mortgaged Property or related REO Property is not fully reimbursable by
the hazard insurance policies required to be maintained pursuant the Servicing Agreement, without regard
to whether or not such policy is maintained.
United States Person: A citizen or resident of the United States, a corporation or partnership
(including an entity treated as a corporation or partnership for federal income tax purposes) created or
organized in, or under the laws of, the United States or any state thereof or the District of Columbia
(except, in the case of a partnership, to the extent provided in regulations), provided that, for
purposes solely of the Residual Certificates, no partnership or other entity treated as a partnership
for United States federal income tax purposes shall be treated as a United States Person unless all
persons that own an interest in such partnership either directly or through any entity that is not a
corporation for United States federal income tax purposes are United States Persons, or an estate whose
income is subject to United States federal income tax regardless of its source, or a trust if a court
within the United States is able to exercise primary supervision over the administration of the trust
and one or more such United States Persons have the authority to control all substantial decisions of
the trust. To the extent prescribed in regulations by the Secretary of the Treasury, which have not yet
been issued, a trust which was in existence on August 20, 1996 (other than a trust treated as owned by
the grantor under subpart E of part I of subchapter J of chapter 1 of the Code), and which was treated
as a United States person on August 20, 1996 may elect to continue to be treated as a United States
person notwithstanding the previous sentence.
Unpaid Realized Loss Amount: With respect to any Distribution Date and a Class of Group I
Certificates, is the excess of (i) Applied Realized Loss Amounts with respect to such Class over (ii)
the sum of all distributions in reduction of the Applied Realized Loss Amounts on all previous
Distribution Dates. Any amounts distributed to a Class of Group I Certificates in respect of any Unpaid
Realized Loss Amount will not be applied to reduce the Certificate Principal Balance of such Class.
Wells Fargo: Wells Fargo Bank, N.A., and any successor thereto.
Wells Fargo Servicing Agreement: Amended and Restated Master Seller's Warranties and Servicing
Agreement dated as of November 1, 2005, between Wells Fargo and EMC, attached hereto as Exhibit H-16.
ARTICLE II
Conveyance of Mortgage Loans;
Original Issuance of Certificates
Section 2.01. Conveyance of Mortgage Loans to Trustee. (a) The Depositor concurrently with
the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse
all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan
Schedule, including all interest and principal due with respect to the Initial Mortgage Loans after the
Cut-off Date and the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, but excluding
any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall
from time to time be credited or are required by the terms of this Agreement to be credited to the
Distribution Account (iii) such assets relating to the Mortgage Loans as from time to time may be held
by the Servicers in Protected Accounts and the Securities Administrator in the Distribution Account in
the name of the Trustee on behalf of the Trust for the benefit of the Certificateholders and the
Securities Administrator in the Reserve Fund in the name of the Trustee on behalf of the Trust for the
benefit of the Group I Offered, Class I-B-3, Class B-IO, Class II-B-1, Class II-B-2, Class II-X-B1 and
Class II-X-B2 Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any
amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a
claim thereto), (vi) the Mortgage Loan Purchase Agreement and the Subsequent Mortgage Loan Purchase
Agreement to the extent provided in Section 2.03(a), (vii) the rights with respect to the Servicing
Agreements (and each related Recognition Agreement as defined and described in the related Assignment
Agreement) as assigned to the Trustee on behalf of the Trust for the benefit of the Certificateholders
by the Assignment Agreements and the rights of the Depositor under the EMC Servicing Agreement, (viii)
such assets as shall from time to time be credited or are required by the terms of this Agreement to be
credited to the Pre-Funding Account, the Interest Coverage Account, the Distribution Account and the
Reserve Fund and (ix) any proceeds of the foregoing. Although it is the intent of the parties to this
Agreement that the conveyance of the Depositor's right, title and interest in and to the Mortgage Loans
and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and
not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to
this Agreement that the Depositor shall be deemed to have granted to the Trustee a first priority
perfected security interest in all of the Depositor's right, title and interest in, to and under the
Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security
agreement under applicable law.
(b) In connection with the above transfer and assignment, the Sponsor hereby deposits with
the Trustee or the Custodian, on behalf of the Trustee, with respect to each Mortgage Loan:
(ii) the original Mortgage Note, endorsed without recourse (A) to the order of the
Trustee or (B) in the case of a Mortgage Loan registered on the MERS system, in blank, and in each case
showing an unbroken chain of endorsements from the originator thereof to the Person endorsing it to the
Trustee, or lost note affidavit together with a copy of the related Mortgage Note,
(iii) the original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting
the presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall have
been recorded (or if the original is not available, a copy), with evidence of such recording indicated
thereon (or if clause (w) in the proviso below applies, shall be in recordable form),
(iv) unless the Mortgage Loan is assigned in the name of MERS, a certified copy of
the assignment (which may be in the form of a blanket assignment if permitted in the jurisdiction in
which the Mortgaged Property is located) to "U.S. Bank National Association, as Trustee", with evidence
of recording with respect to each Mortgage Loan in the name of the Trustee thereon (or if clause (w) in
the proviso below applies or for Mortgage Loans with respect to which the related Mortgaged Property is
located in a state other than Maryland, Tennessee, South Carolina, Mississippi and Florida, or an
Opinion of Counsel has been provided as set forth in this Section 2.01(b), shall be in recordable form),
(v) all intervening assignments of the Security Instrument, if applicable and only
to the extent available to the Depositor with evidence of recording thereon,
(vi) the original or a copy of the policy or certificate of primary mortgage
guaranty insurance, to the extent available, if any,
(vii) the original policy of title insurance or mortgagee's certificate of title
insurance or commitment or binder for title insurance, and
(viii) originals of all modification agreements, if applicable and available.
provided, however, that in lieu of the foregoing, the Depositor may deliver the following documents,
under the circumstances set forth below: (w) in lieu of the original Security Instrument, assignments
to the Trustee or intervening assignments thereof which have been delivered, are being delivered or
will, upon receipt of recording information relating to the Security Instrument required to be included
thereon, be delivered to recording offices for recording and have not been returned to the Depositor in
time to permit their delivery as specified above, the Depositor may deliver, or cause to be delivered, a
true copy thereof with a stamp on the face of such copy, substantially as follows: "Certified to be a
true and correct copy of the original"; (x) in lieu of the Security Instrument, assignment to the
Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such
documents (as evidenced by a certification from the Depositor to such effect) the Depositor may deliver
photocopies of such documents containing an original certification by the judicial or other governmental
authority of the jurisdiction where such documents were recorded; and (y) the Depositor shall not be
required to deliver intervening assignments or Mortgage Note endorsements between the Seller and the
Depositor, and between the Depositor and the Trustee; and provided, further, however, that in the case
of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date,
and in the case of Subsequent Mortgage Loans which have been prepaid in full after the related
Subsequent Cut-off Date and prior to the related Subsequent Transfer Date, the Depositor, in lieu of
delivering the above documents, may deliver to the Trustee or the Custodian, on its behalf, a
certification to such effect and shall deposit all amounts paid in respect of such Mortgage Loans in the
Distribution Account on the Closing Date or the related Subsequent Transfer Date, as the case may be.
The Depositor shall deliver such original documents (including any original documents as to which
certified copies had previously been delivered) to the Trustee or the Custodian, on its behalf, promptly
after they are received. The Depositor shall cause the Sponsor, at its expense, to cause each
assignment of the Security Instrument to the Trustee to be recorded not later than 180 days after the
Closing Date, unless (a) such recordation is not required by the Rating Agencies or an Opinion of
Counsel addressed to the Trustee has been provided to the Trustee (with a copy to the Custodian) which
states that recordation of such Security Instrument is not required to protect the interests of the
Certificateholders in the related Mortgage Loans or (b) MERS is identified on the Mortgage or on a
properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the
Sponsor and its successor and assigns; provided, however, that each assignment shall be submitted for
recording by the Sponsor in the manner described above, at no expense to the Trust or the Trustee or the
Custodian, on its behalf, upon the earliest to occur of: (i) reasonable direction by the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust,
(ii) the occurrence of an Event of Default, (iii) the occurrence of a bankruptcy, insolvency or
foreclosure relating to the Sponsor and (iv) the occurrence of a servicing transfer as described in
Section 8.02 hereof.
Section 2.02. Acceptance of Mortgage Loans by Trustee. (a) The Trustee acknowledges the
sale, transfer and assignment of the Trust Fund to it (or the Custodian, on its behalf) by the Depositor
and receipt of, subject to further review and the exceptions which may be noted pursuant to the
procedures described below, and declares that it holds, the documents (or certified copies thereof)
delivered to it or the Custodian, on its behalf, pursuant to Section 2.01, and declares that it (or the
Custodian, on its behalf) will continue to hold those documents and any amendments, replacements or
supplements thereto and all other assets of the Trust Fund delivered to it (or the Custodian, on its
behalf) as Trustee in trust for the use and benefit of all present and future Holders of the
Certificates. On the Closing Date, with respect to the Initial Mortgage Loans, or the Subsequent
Transfer Date, with respect to the Subsequent Mortgage Loans, the Custodian, with respect to the
Mortgage Loans, shall acknowledge with respect to each Mortgage Loan by delivery to the Depositor, the
Master Servicer and the Trustee of an Initial Certification substantially in the form of Exhibit One to
the Custodial Agreement, receipt of the Mortgage File, but without review of such Mortgage File, except
to the extent necessary to confirm that such Mortgage File contains the related Mortgage Note or lost
note affidavit. No later than 90 days after the Closing Date (or within 90 days of a Subsequent
Transfer Date, with respect to the Subsequent Mortgage Loans, or with respect to any Substitute Mortgage
Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee
agrees, for the benefit of the Certificateholders, to review or cause to be reviewed by the Custodian on
its behalf (under the Custodial Agreement), each Mortgage File delivered to it and to execute and
deliver, or cause to be executed and delivered, to the Depositor, the Master Servicer and the Trustee an
Interim Certification substantially in the form annexed as Exhibit Two to the Custodial Agreement. In
conducting such review, the Trustee or Custodian, on behalf of the Trustee, will ascertain whether all
required documents have been executed and received, and based on the Mortgage Loan Schedule, whether
those documents relate, determined on the basis of the Mortgagor name, original principal balance and
loan number, to the Mortgage Loans it has received, as identified in the Mortgage Loan Schedule. In
performing any such review, the Trustee or the Custodian, on its behalf, may conclusively rely on the
purported due execution and genuineness of any such document and on the purported genuineness of any
signature thereon. If the Trustee or the Custodian, on its behalf, finds any document constituting part
of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of
the Mortgagor name, original principal balance and loan number, to the Initial Mortgage Loans identified
in Exhibit B, or the Subsequent Mortgage Loans identified on Exhibit 1 to the related Subsequent
Transfer Instrument, as the case may be, or to appear defective on its face (i.e. torn, mutilated, or
otherwise physically altered) (a "Material Defect"), the Trustee or the Custodian, on its behalf, shall,
upon completion of the review of all files, but in no event later than 90 days after the Closing Date,
notify the Sponsor. In accordance with the Mortgage Loan Purchase Agreement or the Subsequent Mortgage
Loan Purchase Agreement, as the case may be, the Sponsor shall correct or cure any such defect within
ninety (90) days from the date of notice from the Trustee or the Custodian, on its behalf, of the defect
and if the Sponsor fails to correct or cure the defect within such period, and such defect materially
and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee
or the Custodian, on its behalf, shall enforce the Sponsor's obligation pursuant to the Mortgage Loan
Purchase Agreement or the Subsequent Mortgage Loan Purchase Agreement, as the case may be, within 90
days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the
Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury
Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision
that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to
meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days
from the date such breach was discovered; provided, however, that if such defect relates solely to the
inability of the Sponsor to deliver the original Security Instrument or intervening assignments thereof,
or a certified copy because the originals of such documents, or a certified copy have not been returned
by the applicable jurisdiction, the Sponsor shall not be required to purchase such Mortgage Loan if the
Sponsor delivers such original documents or certified copy promptly upon receipt, but in no event later
than 360 days after the Closing Date or Subsequent Transfer Date, as applicable. The foregoing
repurchase obligation shall not apply in the event that the Sponsor cannot deliver such original or copy
of any document submitted for recording to the appropriate recording office in the applicable
jurisdiction because such document has not been returned by such office; provided that the Sponsor shall
instead deliver a recording receipt of such recording office or, if such receipt is not available, a
certificate confirming that such documents have been accepted for recording, and delivery to the Trustee
or the Custodian, on its behalf, shall be effected by the Sponsor within thirty days of its receipt of
the original recorded document.
(b) No later than 180 days after the Closing Date (or within 180 days of a Subsequent
Transfer Date, with respect to the Subsequent Mortgage Loans, or with respect to any Substitute Mortgage
Loan, within five Business Days after the receipt by the Trustee or the Custodian thereof), the Trustee
or the Custodian, on its behalf, will review, for the benefit of the Certificateholders, the Mortgage
Files delivered to it and will execute and deliver or cause to be executed and delivered to the
Depositor, the Master Servicer and the Trustee a Final Certification substantially in the form annexed
as Exhibit Three to the Custodial Agreement. In conducting such review, the Trustee or the Custodian,
on its behalf, will ascertain whether an original of each document required to be recorded has been
returned from the recording office with evidence of recording thereon or a certified copy has been
obtained from the recording office. If the Trustee or the Custodian, on its behalf, finds a Material
Defect, the Trustee or the Custodian, on its behalf, shall, upon completion of the review of all files,
but in no event later than 180 days after the Closing Date, notify the Sponsor (provided, however, that
with respect to those documents described in Sections 2.01(b)(iv), (v) and (vii), the Trustee's and
Custodian's obligations shall extend only to the documents actually delivered to the Trustee or the
Custodian, on behalf of the Trustee, pursuant to such Sections). In accordance with the Mortgage Loan
Purchase Agreement or the Subsequent Mortgage Loan Purchase Agreement, as the case may be, the Sponsor
shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the
Custodian, on its behalf, of the Material Defect and if the Sponsor is unable to cure such defect within
such period, and if such defect materially and adversely affects the interests of the Certificateholders
in the related Mortgage Loan, the Trustee shall enforce the Sponsor's obligation under the Mortgage Loan
Purchase Agreement or the Subsequent Mortgage Loan Purchase Agreement, as the case may be, to provide a
Substitute Mortgage Loan (if within two years of the Closing Date) or purchase such Mortgage Loan at the
Repurchase Price; provided, however, that if such defect would cause the Mortgage Loan to be other than
a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury
Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision
that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to
meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure, repurchase or substitution must occur
within 90 days from the date such breach was discovered; provided, further, that if such defect relates
solely to the inability of the Sponsor to deliver the original Security Instrument or intervening
assignments thereof, or a certified copy, because the originals of such documents or a certified copy,
have not been returned by the applicable jurisdiction, the Sponsor shall not be required to purchase
such Mortgage Loan, if the Sponsor delivers such original documents or certified copy promptly upon
receipt, but in no event later than 360 days after the Closing Date or Subsequent Transfer Date, as
applicable. The foregoing repurchase obligation shall not apply in the event that the Sponsor cannot
deliver such original or copy of any document submitted for recording to the appropriate recording
office in the applicable jurisdiction because such document has not been returned by such office;
provided that the Sponsor shall instead deliver a recording receipt of such recording office or, if such
receipt is not available, a certificate confirming that such documents have been accepted for recording,
and delivery to the Trustee or the Custodian, on its behalf, shall be effected by the Sponsor within
thirty days of its receipt of the original recorded document.
(c) In the event that a Mortgage Loan is purchased by the Sponsor in accordance with
Sections 2.02(a) or (b) above, the Sponsor shall remit to the Securities Administrator, the Repurchase
Price for deposit in the Distribution Account and the Sponsor shall provide to the Securities
Administrator and the Trustee written notification detailing the components of the Repurchase Price.
Upon deposit of the Repurchase Price in the Distribution Account, the Depositor shall notify the Trustee
and the Custodian, as agent of the Trustee (upon receipt of a Request for Release in the form of
Exhibit D attached hereto with respect to such Mortgage Loan), shall release to the Sponsor the related
Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment,
without recourse, representation or warranty, furnished to it by the Sponsor, as are necessary to vest
in the Sponsor title to and rights under the Mortgage Loan. Such purchase shall be deemed to have
occurred on the date on which the Repurchase Price in available funds is received by the Securities
Administrator. The Sponsor shall amend the Mortgage Loan Schedule to reflect such repurchase and shall
promptly notify the Trustee, the Securities Administrator, the Master Servicer, the Custodian and the
Rating Agencies of such amendment. The obligation of the Sponsor to repurchase any Mortgage Loan as to
which such a defect in a constituent document exists shall be the sole remedy respecting such defect
available to the Certificateholders or to the Trustee on their behalf.
Section 2.03. Assignment of Interest in the Mortgage Loan Purchase Agreement and Subsequent
Mortgage Loan Purchase Agreement. (a) The Depositor hereby assigns to the Trustee, on behalf of the
Certificateholders, all of its right, title and interest in the Mortgage Loan Purchase Agreement and the
Subsequent Mortgage Loan Purchase Agreement, including but not limited to the Depositor's rights and
obligations pursuant to the Servicing Agreements (noting that the Sponsor has retained the right in the
event of breach of the representations, warranties and covenants, if any, with respect to the related
Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions
thereof and to seek all or any available remedies). The obligations of the Sponsor to substitute or
repurchase, as applicable, a Mortgage Loan shall be the Trustee's and the Certificateholders' sole
remedy for any breach thereof. At the request of the Trustee, the Depositor shall take such actions as
may be necessary to enforce the above right, title and interest on behalf of the Trustee and the
Certificateholders or shall execute such further documents as the Trustee may reasonably require in
order to enable the Trustee to carry out such enforcement.
(b) If the Depositor, the Master Servicer, or the Trustee discovers a breach of any of the
representations and warranties set forth in the Mortgage Loan Purchase Agreement or the Subsequent
Mortgage Loan Purchase Agreement, as the case may be, which breach materially and adversely affects the
value of the interests of Certificateholders or the Trustee in the related Mortgage Loan, the party
discovering the breach shall give prompt written notice of the breach to the other parties. The
Sponsor, within 90 days of its discovery or receipt of notice that such breach has occurred (whichever
occurs earlier), shall cure the breach in all material respects or, subject to the Mortgage Loan
Purchase Agreement, the Subsequent Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement,
as applicable, shall purchase the Mortgage Loan or any property acquired with respect thereto from the
Trustee; provided, however, that if there is a breach of any representation set forth in the Mortgage
Loan Purchase Agreement, the Subsequent Mortgage Loan Purchase Agreement or Section 2.04 of this
Agreement, as applicable, and the Mortgage Loan or the related property acquired with respect thereto
has been sold, then the Sponsor shall pay, in lieu of the Repurchase Price, any excess of the Repurchase
Price over the Net Liquidation Proceeds received upon such sale. (If the Net Liquidation Proceeds
exceed the Repurchase Price, any excess shall be paid to the Sponsor to the extent not required by law
to be paid to the borrower.) Any such purchase by the Sponsor shall be made by providing an amount equal
to the Repurchase Price to the Securities Administrator for deposit in the Distribution Account and
written notification detailing the components of such Repurchase Price. The Depositor shall notify the
Trustee and submit to the Trustee or the Custodian, on its behalf, a Request for Release, and the
Trustee shall cause the Custodian to release, to the Sponsor the related Mortgage File and the Trustee
shall execute and deliver all instruments of transfer or assignment furnished to it by the Sponsor,
without recourse, representation or warranty as are necessary to vest in the Sponsor title to and rights
under the Mortgage Loan or any property acquired with respect thereto. Such purchase shall be deemed to
have occurred on the date on which the Repurchase Price in available funds is received by the Securities
Administrator. The Sponsor shall amend the Mortgage Loan Schedule to reflect such repurchase and shall
promptly notify the Trustee, the Securities Administrator, the Master Servicer, the Custodian and the
Rating Agencies of such amendment. Enforcement of the obligation of the Sponsor to purchase (or
substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect
thereto (or pay the Repurchase Price as set forth in the above proviso) as to which a breach has
occurred and is continuing shall constitute the sole remedy respecting such breach available to the
Certificateholders or the Trustee on their behalf.
In connection with any repurchase of a Mortgage Loan pursuant to this Section 2.03, the Sponsor
shall furnish to the Securities Administrator an Officer's Certificate, signed by a duly authorized
officer of the Sponsor to the effect that such repurchase has been made in accordance with the terms and
conditions of this Agreement and that all conditions precedent to such repurchase or substitution have
been satisfied, including the delivery to the Securities Administrator of the Purchase Price or
Substitution Adjustment Amount, as applicable, for deposit into the Distribution Account, together with
copies of any Opinion of Counsel required to be delivered pursuant to this Agreement and the related
Request for Release. Solely for purposes of the Securities Administrator providing an Assessment of
Compliance, upon receipt of such documentation, the Securities Administrator shall approve such
repurchase, as applicable, and which approval shall consist solely of the Securities Administrator's
receipt of such documentation and deposits. It is understood and agreed that the obligation under this
Agreement of the Sponsor to cure, repurchase or replace any Mortgage Loan as to which a breach has
occurred and is continuing shall constitute the sole remedies against the Sponsor respecting such breach
available to Certificateholders, the Depositor, the Trustee or the Securities Administrator.
Section 2.04. Substitution of Mortgage Loans. Notwithstanding anything to the contrary in
this Agreement, in lieu of purchasing a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement,
the Subsequent Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03 of this Agreement, the Sponsor
may, no later than the date by which such purchase by the Sponsor would otherwise be required, tender to
the Trustee a Substitute Mortgage Loan accompanied by a certificate of an authorized officer of the
Sponsor that such Substitute Mortgage Loan conforms to the requirements set forth in the definition of
"Substitute Mortgage Loan" in the Mortgage Loan Purchase Agreement, the Subsequent Mortgage Loan Purchase
Agreement or this Agreement, as applicable; provided, however, that substitution pursuant to the
Mortgage Loan Purchase Agreement, the Subsequent Mortgage Loan Purchase Agreement or Section 2.04 of
this Agreement, as applicable, in lieu of purchase shall not be permitted after the termination of the
two-year period beginning on the Startup Day; provided, further, that if the breach would cause the
Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code
and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the
provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2)
or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage"
notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury
Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or substitution must
occur within 90 days from the date the breach was discovered. The Sponsor will promptly notify the
Master Servicer and the Securities Administrator of any such substitution. The Trustee or the
Custodian, on its behalf, shall examine the Mortgage File for any Substitute Mortgage Loan in the manner
set forth in Section 2.02(a) and the Trustee or the Custodian, on its behalf, shall notify the Sponsor,
in writing, within five Business Days after receipt, whether or not the documents relating to the
Substitute Mortgage Loan satisfy the requirements of the fourth sentence of Section 2.02(a). Within two
Business Days after such notification, the Sponsor shall provide to the Securities Administrator for
deposit in the Distribution Account the amount, if any, by which the Outstanding Principal Balance as of
the next preceding Due Date of the Mortgage Loan for which substitution is being made, after giving
effect to the Scheduled Principal due on such date, exceeds the Outstanding Principal Balance as of such
date of the Substitute Mortgage Loan, after giving effect to Scheduled Principal due on such date, which
amount shall be treated for the purposes of this Agreement as if it were the payment by the Sponsor of
the Repurchase Price for the purchase of a Mortgage Loan by the Sponsor. After such notification to the
Sponsor and, if any such excess exists, upon receipt of such deposit, the Trustee shall accept such
Substitute Mortgage Loan which shall thereafter be deemed to be a Mortgage Loan hereunder. In the event
of such a substitution, accrued interest on the Substitute Mortgage Loan for the month in which the
substitution occurs and any Principal Prepayments made thereon during such month shall be the property
of the Trust Fund and accrued interest for such month on the Mortgage Loan for which the substitution is
made and any Principal Prepayments made thereon during such month shall be the property of the Sponsor.
The Scheduled Principal on a Substitute Mortgage Loan due on the Due Date in the month of substitution
shall be the property of the Sponsor and the Scheduled Principal on the Mortgage Loan for which the
substitution is made due on such Due Date shall be the property of the Trust Fund. Upon acceptance of
the Substitute Mortgage Loan (and delivery to the Trustee or the Custodian as agent of the Trustee, as
applicable, of a Request for Release for such Mortgage Loan), the Trustee or the Custodian, as agent for
the Trustee, shall release to the Sponsor the related Mortgage File related to any Mortgage Loan
released pursuant to the Mortgage Loan Purchase Agreement, the Subsequent Mortgage Loan Purchase
Agreement or Section 2.04 of this Agreement, as applicable, and shall execute and deliver all
instruments of transfer or assignment, without recourse, representation or warranty in form as provided
to it as are necessary to vest in the Sponsor title to and rights under any Mortgage Loan released
pursuant to the Mortgage Loan Purchase Agreement, the Subsequent Mortgage Loan Purchase Agreement or
Section 2.04 of this Agreement, as applicable. The Sponsor shall deliver the documents related to the
Substitute Mortgage Loan in accordance with the provisions of the Mortgage Loan Purchase Agreement, the
Subsequent Mortgage Loan Purchase Agreement or Sections 2.01(b) and 2.02(b) of this Agreement, as
applicable, with the date of acceptance of the Substitute Mortgage Loan deemed to be the Closing Date
for purposes of the time periods set forth in those Sections. The representations and warranties set
forth in the Mortgage Loan Purchase Agreement or the Subsequent Mortgage Loan Purchase Agreement shall
be deemed to have been made by the Sponsor with respect to each Substitute Mortgage Loan as of the date
of acceptance of such Mortgage Loan by the Trustee. The Sponsor shall amend the Mortgage Loan Schedule
to reflect such substitution and shall provide a copy of such amended Mortgage Loan Schedule to the
Trustee, the Securities Administrator, the Master Servicer, the Custodian and the Rating Agencies.
In connection with any substitution of a Mortgage Loan pursuant to this Section 2.04, the
Sponsor shall furnish to the Securities Administrator an Officer's Certificate, signed by a duly
authorized officer of the Sponsor to the effect that such substitution has been made in accordance with
the terms and conditions of this Agreement and that all conditions precedent to such substitution have
been satisfied, including the delivery to the Securities Administrator of the Purchase Price or
Substitution Adjustment Amount, as applicable, for deposit into the Distribution Account, together with
copies of any Opinion of Counsel required to be delivered pursuant to this Agreement and the related
Request for Release. Solely for purposes of the Securities Administrator providing an Assessment of
Compliance, upon receipt of such documentation, the Securities Administrator shall approve such
substitution, as applicable, and which approval shall consist solely of the Securities Administrator's
receipt of such documentation and deposits. It is understood and agreed that the obligation under this
Agreement of the Sponsor to cure, repurchase or replace any Mortgage Loan as to which a breach has
occurred and is continuing shall constitute the sole remedies against the Sponsor respecting such breach
available to Certificateholders, the Depositor, the Trustee or the Securities Administrator.
Section 2.05. Issuance of Certificates. (a) The Trustee acknowledges the assignment to it
of the Mortgage Loans and the other assets comprising the Trust Fund and, concurrently therewith, the
Securities Administrator has signed, and countersigned and delivered to the Depositor, in exchange
therefor, Certificates in such authorized denominations representing such Fractional Undivided Interests
as the Depositor has requested. The Trustee (or the Custodian, on its behalf) agrees that it will hold
the Mortgage Loans and such other assets as may from time to time be delivered to it (or the Custodian,
on its behalf) segregated on the books of the Trustee in trust for the benefit of the Certificateholders.
(b) The Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right,
title and interest of the Depositor in and to (i) the REMIC I Regular Interests, and the other assets of
REMIC IV, for the benefit of the holders of the REMIC IV Interests, (ii) the REMIC II Regular Interests,
and the other assets of REMIC V, for the benefit of the holders of the REMIC V Interests, (iii) the
REMIC III Regular Interests, the REMIC IV Regular Interests and the REMIC V Regular Interests, and the
other assets of REMIC VI, for the benefit of the holders of the REMIC VI Interests and (iv) REMIC VI
Regular Interests B-IO-I and B-IO-P, and the other assets of REMIC VII for the benefit of the holders of
the REMIC VII Interests. The Trustee acknowledges receipt of the REMIC I Regular Interests, REMIC II
Regular Interests, REMIC III Regular Interests, REMIC IV Regular Interests, REMIC V Regular Interests
and REMIC VI Regular Interests B-IO-I and B-IO-P (each of which are uncertificated) and the other assets
of REMIC V, REMIC V, REMIC VI and REMIC VII, and declares that it holds and will hold the same in trust
for the exclusive use and benefit of the holders of the REMIC IV Interests, REMIC V Interests, REMIC VI
Interests and REMIC VII Interests, as applicable.
Section 2.06. Representations and Warranties Concerning the Depositor. The Depositor hereby
represents and warrants to the Trustee, the Master Servicer and the Securities Administrator as follows:
(a) the Depositor is duly organized and is validly existing as a limited liability company
in good standing under the laws of the State of Delaware and has full power and authority necessary to
own or hold its properties and to conduct its business as now conducted by it and to enter into and
perform its obligations under this Agreement;
(b) the Depositor has the full power and authority to execute, deliver and perform, and to
enter into and consummate the transactions contemplated by, this Agreement and has duly authorized, by
all necessary corporate action on its part, the execution, delivery and performance of this Agreement,
and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties
hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the
Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) general
principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law;
(c) the execution and delivery of this Agreement by the Depositor, the consummation of the
transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms hereof
are in the ordinary course of business of the Depositor and will not (A) result in a material breach of
any term or provision of the certificate of formation or limited liability company agreement of the
Depositor or (B) conflict with, result in a breach, violation or acceleration of, or result in a default
under, the terms of any other material agreement or instrument to which the Depositor is a party or by
which it may be bound or (C) constitute a violation of any statute, order or regulation applicable to
the Depositor of any court, regulatory body, administrative agency or governmental body having
jurisdiction over the Depositor; and the Depositor is not in breach or violation of any indenture or
other agreement or instrument, or in violation of any statute, order or regulation of any court,
regulatory body, administrative agency or governmental body having jurisdiction over it, which breach or
violation may materially impair the Depositor's ability to perform or meet any of its obligations under
this Agreement;
(d) no litigation is pending, or, to the best of the Depositor's knowledge, threatened,
against the Depositor that would materially and adversely affect the execution, delivery or
enforceability of this Agreement or the ability of the Depositor to perform its obligations under this
Agreement in accordance with the terms hereof;
(e) no consent, approval, authorization or order of any court or governmental agency or
body is required for the execution, delivery and performance by the Depositor of, or compliance by the
Depositor with, this Agreement or the consummation of the transactions contemplated hereby, or if any
such consent, approval, authorization or order is required, the Depositor has obtained the same; and
(f) immediately prior to the transfer and assignment to the Trustee, each Mortgage Note
and each Mortgage were not subject to an assignment or pledge, and the Depositor had good and marketable
title to and was the sole owner thereof and had full right to transfer and sell such Mortgage Loan to
the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest.
(g) The Depositor has filed all reports required to be filed by Section 13 or Section
15(d) of the Exchange Act during the preceding 12 months (or for such shorter period if required) and
has been subject to such filing requirements for the past 90 days.
Section 2.07. Conveyance of the Subsequent Mortgage Loans.
(a) Subject to the conditions set forth in paragraph (b) below, in consideration of the
Paying Agent's delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor
of all or a portion of the balance of funds in the Pre-Funding Account, the Depositor shall, on such
Subsequent Transfer Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund
(subject to the other terms and provisions of this Agreement) all its right, title and interest in and
to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related
Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all
interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of
interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such
Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related
Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest
in and to principal received and interest accruing on such Subsequent Mortgage Loans prior to the
related Subsequent Cut-off Date. The transfer to the Trust for deposit in the applicable Loan Group or
Sub-Loan Group by the Depositor of the Subsequent Mortgage Loans identified on the related Mortgage Loan
Schedule shall be absolute and is intended by the Depositor, the Seller, the Master Servicer, the
Securities Administrator, the Trustee and the Certificateholders to constitute and to be treated as a
sale of the Subsequent Mortgage Loans by the Depositor to the Trust. The related Mortgage File for each
Subsequent Mortgage Loan shall be delivered to the Trustee or the Custodian, on its behalf, at least
three Business Days prior to the related Subsequent Transfer Date.
The purchase price paid by the Trust from amounts released by the Paying Agent from the
Pre-Funding Account shall be 100% of the aggregate Stated Principal Balance of the Subsequent Mortgage
Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This
Agreement shall constitute a fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii)
of the Code.
(b) The Depositor shall transfer to the Trustee on behalf of the Trust for deposit in the
applicable Loan Group, the Subsequent Mortgage Loans, and the other property and rights related thereto
as described in paragraph (a) above, and the Paying Agent shall release funds from the Pre-Funding
Account in an amount equal to the Subsequent Mortgage Loans purchased on the related Subsequent Transfer
Date, only upon the satisfaction of each of the following conditions on or prior to the related
Subsequent Transfer Date:
(i) the Depositor shall have delivered to the Trustee a duly executed Subsequent
Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent
Mortgage Loans, and the Mortgage Loan Seller shall cause to be delivered a computer file
containing such Mortgage Loan Schedule to the Trustee and the Master Servicer at least three
Business Days prior to the related Subsequent Transfer Date;
(ii) the Depositor shall have furnished to the Master Servicer, no later than three
Business Days prior to the related Subsequent Transfer Date, (x) if the servicer or servicers
of such Subsequent Mortgage Loans are existing Servicers, then a written acknowledgement of
each such Servicer that it is servicing such Subsequent Mortgage Loans pursuant to the related
Servicing Agreement, or (y) if the servicer or servicers are not existing Servicers, then a
Servicing Agreement and Assignment, Assumption and Recognition Agreement with respect to such
servicer or servicers in form and substance reasonably satisfactory to the Master Servicer;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the
Subsequent Transfer Instrument, substantially in the form of Exhibit L, the Depositor shall not
be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware
of any pending insolvency with respect to it:
(iv) such sale and transfer shall not result in a material adverse tax consequence
to the Trust or the Certificateholders;
(v) the Pre-Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a
manner that it believed to be adverse to the interests of the Ccrtificateholders; and
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer
Instrument confirming the satisfaction of the conditions precedent specified in this Section
2.07 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without
recourse for the benefit of the Certificateholders all the right, title and interest of the
Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of
the Subsequent Mortgage Loans.
(c) Any conveyance of Subsequent Mortgage Loans on a Subsequent Transfer Date is subject
to certain conditions including, but not limited to, the following:
(i) Each such Subsequent Mortgage Loan must satisfy the representations and
warranties specified in the related Subsequent Transfer Instrument and this Agreement;
(ii) The Depositor will not select such Subsequent Mortgage Loans in a manner that
it believes to be adverse to the interests of the Certificateholders;
(iii) As of the related Subsequent Cut-off Date, each such Subsequent Mortgage Loan
will satisfy the following criteria:
(A) The mortgaged property is proven to be free of material damage;
(B) Such Subsequent Mortgage Loan may not be 30 or more days delinquent
as of the last day of the month preceding the related Subsequent Cut-off Date;
(C) The original term to stated maturity of such Subsequent Mortgage Loan
will not be less than 180 months and will not exceed 360 months;
(D) Each Subsequent Mortgage Loan must be a One-Month LIBOR, Six Month
LIBOR, One Year LIBOR or One Year Treasury adjustable rate Mortgage Loan with a first
lien on the related Mortgaged Property;
(E) No Subsequent Mortgage Loan will have a first payment date occurring
after October 1, 2005;
(F) The latest maturity date of any Subsequent Mortgage Loan will be no
later than September 1, 2035;
(G) Such Subsequent Mortgage Loan will have a credit score of not less
than 620;
(H) Such Subsequent Mortgage Loan will have a Gross Margin as of the
related Subsequent Cut-off Date ranging from approximately 2.25% per annum to
approximately 2.75% per annum;
(I) Such Subsequent Mortgage Loan will have a maximum mortgage rate as of
the related Subsequent Cut-Off Date greater than 10.500%; and
(J) Such Subsequent Mortgage Loan shall have been underwritten in
accordance with the underwriting guidelines of EMC;
(d) As of the related Subsequent Cut-off Date, the Subsequent Mortgage Loans in the
aggregate will satisfy the following criteria:
(i) Have a weighted average Gross Margin ranging from 2.25% to 2.75% per annum;
(ii) Have a weighted average credit score greater than 700;
(iii) Have no less than 30.20% of the Mortgaged Properties be owner occupied;
(iv) Have no less than 73% of the Mortgaged Properties be single family detached or
planned unit developments;
(v) Have no more than 12% of the Subsequent Mortgage Loans be cash out refinance;
(vi) Have all of such Subsequent Mortgage Loans with a Loan-to-Value Ratio greater
than 80% be covered by a Primary Insurance Policy;
(vii) Have a weighted average maximum mortgage rate greater than or equal to 11%; and
(viii) Be acceptable to the Rating Agencies as evidenced by written confirmation that
the inclusion of the Mortgage Loans in the Trust will not cause a Rating Agency to withdraw or
reduce the rating of any Class of Certificates.
(e) The Depositor has filed all reports required to be filed by Section 13 or Section
15(d) of the Exchange Act during the preceding 12 months (or for such shorter period if required) and
has been subject to such filing requirements for the past 90 days.
Section 2.08. Purposes and Powers of the Trust.
The purpose of the common law trust, as created hereunder, is to engage in the following
activities:
(a) acquire and hold the Mortgage Loans and the other assets of the Trust Fund and the
proceeds therefrom;
(b) to issue the Certificates sold to the Depositor in exchange for the Mortgage Loans;
(c) to make payments on the Certificates;
(d) to engage in those activities that are necessary, suitable or convenient to accomplish
the foregoing or are incidental thereto or connected therewith; and
(e) subject to compliance with this Agreement, to engage in such other activities as may
be required in connection with conservation of the Trust Fund and the making of distributions to the
Certificateholders.
The Trust is hereby authorized to engage in the foregoing activities. The trust shall not
engage in any activity other than in connection with the foregoing or other than as required or
authorized by the terms of this Agreement while any Certificate is outstanding, and this Section 2.08
may not be amended, without the consent of the Certificateholders evidencing 51% or more of the
aggregate voting rights of the Certificates.
ARTICLE III
Administration and Servicing of Mortgage Loans
Section 3.01. Master Servicer. The Master Servicer shall supervise, monitor and oversee the
obligation of the Servicers to service and administer their respective Mortgage Loans in accordance with
the terms of the applicable Servicing Agreements and shall have full power and authority to do any and
all things which it may deem necessary or desirable in connection with such master servicing and
administration. In performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and
consult with each Servicer as necessary from time-to-time to carry out the Master Servicer's obligations
hereunder, shall receive, review and evaluate all reports, information and other data provided to the
Master Servicer by each Servicer and shall cause each Servicer to perform and observe the covenants,
obligations and conditions to be performed or observed by such Servicer under its applicable Servicing
Agreement. The Master Servicer shall independently and separately monitor each Servicer's servicing
activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with
such information provided in the previous sentence on a monthly basis and coordinate corrective
adjustments to the Servicers' and Master Servicer's records, and based on such reconciled and corrected
information, the Master Servicer shall provide such information to the Securities Administrator as shall
be necessary in order for it to prepare the statements specified in Section 6.04, and prepare any other
information and statements required to be forwarded by the Master Servicer hereunder. The Master
Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the
Servicers as reported to the Master Servicer.
In addition to the foregoing, in connection with a modification of any Mortgage Loan by a
Servicer, if the Master Servicer is unable to enforce the obligations of the Servicer with respect to
such modification, the Master Servicer shall notify the Depositor of such Servicer's failure to comply
with the terms of the Servicing Agreement. If the Servicing Agreement requires the approval of the
Master Servicer for a modification to a Mortgage Loan, the Master Servicer shall approve such
modification if, based upon its receipt of written notification from the related Servicer outlining the
terms of such modification and appropriate supporting documentation, the Master Servicer determines that
the modification is permitted under the terms of the related Servicing Agreement and that any conditions
to such modification set forth in the related Servicing Agreement have been satisfied. Furthermore, if
the related Servicing Agreement requires the oversight and monitoring of loss mitigation measures with
respect to the related Mortgage Loans, the Master Servicer will monitor any loss mitigation procedure or
recovery action related to a defaulted Mortgage Loan (to the extent it receives notice of such from the
related Servicer) and confirm that such loss mitigation procedure or recovery action is initiated,
conducted and concluded in accordance with any timeframes and any other requirements set forth in the
related Servicing Agreement, and the Master Servicer shall notify the Depositor in any case in which the
Master Servicer believes that the related Servicer is not complying with such timeframes and/or other
requirements.
The Trustee shall furnish the Servicers and the Master Servicer, upon written request from a
Servicing Officer, with any powers of attorney, in substantially the form attached hereto as Exhibit O,
and upon written request from a Servicing Officer, other documents in form as provided to it necessary
or appropriate to enable the Servicers and the Master Servicer to service and administer the related
Mortgage Loans and REO Property.
The Trustee (or Custodian, on its behalf) shall provide access to the records and documentation
in possession of the Trustee (or Custodian, on its behalf) regarding the related Mortgage Loans and REO
Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and
examiners of the FDIC, such access being afforded only upon reasonable prior written request and during
normal business hours at the office of the Trustee, or Custodian on its behalf; provided, however, that,
unless otherwise required by law, the Trustee or Custodian on its behalf, shall not be required to
provide access to such records and documentation if the provision thereof would violate the legal right
to privacy of any Mortgagor. The Trustee or Custodian on its behalf, shall allow representatives of the
above entities to photocopy any of the records and documentation and shall provide equipment for that
purpose at a charge that covers the Trustee's or Custodian's actual costs.
The Trustee shall execute, upon the Servicer's written instruction (which includes the
documents to be signed), and deliver to the Servicer and the Master Servicer any court pleadings,
requests for trustee's sale or other appropriate documents necessary or desirable to (i) the foreclosure
or trustee's sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment
against any Mortgagor on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment
against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or
Security Instrument or otherwise available at law or equity.
Section 3.02. REMIC-Related Covenants. For as long as each 2006-3 REMIC shall exist, the
Trustee and the Securities Administrator shall act in accordance herewith to assure continuing treatment
of such 2006-3 REMIC as a REMIC, and the Trustee and the Securities Administrator shall comply with any
directions of the Depositor, the related Servicer or the Master Servicer to assure such continuing
treatment. In particular, the Securities Administrator shall not (a) sell or permit the sale of all or
any portion of the Mortgage Loans or of any investment of deposits in an Account (except as otherwise
expressly permitted by this Agreement) unless such sale is as a result of a repurchase of the Mortgage
Loans pursuant to this Agreement or the Securities Administrator has received a REMIC Opinion addressed
to the Securities Administrator prepared at the expense of the Trust Fund; and (b) other than with
respect to a substitution pursuant to the Mortgage Loan Purchase Agreement, the Subsequent Mortgage Loan
Purchase Agreement or Section 2.04 of this Agreement, as applicable, accept any contribution to any
2006-3 REMIC after the Startup Day without receipt of a REMIC Opinion addressed to the Securities
Administrator.
Section 3.03. Monitoring of Servicers. (a) The Master Servicer shall be responsible for
reporting to the Trustee and the Depositor the non-compliance by each Servicer with its duties under the
related Servicing Agreement. In the review of each Servicer's activities, the Master Servicer may rely
upon an officer's certificate of the Servicer (or similar document signed by an officer of the Servicer)
with regard to such Servicer's compliance with the terms of its Servicing Agreement. In the event that
the Master Servicer, in its judgment, determines that a Servicer (other than Wells Fargo) should be
terminated in accordance with its Servicing Agreement, or that a notice should be sent pursuant to such
Servicing Agreement with respect to the occurrence of an event that, unless cured, would constitute
grounds for such termination, the Master Servicer shall notify the Depositor and the Trustee in writing
thereof and the Master Servicer (or the Trustee in the case that Wells Fargo is the Servicer to be
terminated) shall issue such notice or take such other action as it deems appropriate.
(b) The Master Servicer, for the benefit of the Trustee and the Certificateholders, shall
enforce the obligations of each Servicer under the related Servicing Agreement, and shall, in the event
that a Servicer fails to perform its obligations in accordance with the related Servicing Agreement,
subject to the preceding paragraph, terminate the rights and obligations of such Servicer thereunder and
act as successor servicer of the related Mortgage Loans (or, in the case of Wells Fargo, shall notify
the Trustee in writing of the failure of Wells Fargo to perform its obligations under the Wells Fargo
Servicing Agreement, in which case the Trustee shall terminate the rights and obligations of Wells Fargo
as Servicer and select a successor Servicer of the related Mortgage Loans) or cause the Trustee to enter
in to a new Servicing Agreement with a successor Servicer selected by the Master Servicer; provided,
however, it is understood and acknowledged by the parties hereto that there will be a period of
transition (not to exceed 90 days) before the actual servicing functions can be fully transferred to
such successor Servicer. Such enforcement, including, without limitation, the legal prosecution of
claims, termination of Servicing Agreements and the pursuit of other appropriate remedies, shall be in
such form and carried out to such an extent and at such time as the Master Servicer or the Trustee, as
applicable, in its good faith business judgment, would require were it the owner of the related Mortgage
Loans. The Master Servicer or the Trustee, as applicable, shall pay the costs of such enforcement at
its own expense, provided that the Master Servicer or the Trustee, as applicable, shall not be required
to prosecute or defend any legal action except to the extent that the Master Servicer or the Trustee, as
applicable, shall have received reasonable indemnity for its costs and expenses in pursuing such
action. Nothing herein shall impose any obligation on the part of the Trustee to assume or succeed to
the duties or obligations of Wells Fargo, as servicer, or the Master Servicer except if the Trustee is
unable to find a successor to Wells Fargo as successor servicer or except as provided under Section 8.02
herein, in which cases the Trustee shall assume or succeed to such duties or obligation.
(c) To the extent that the costs and expenses of the Master Servicer or the Trustee, as
applicable, related to any termination of a Servicer, the enforcement or prosecution of related claims,
rights or remedies on the appointment of a successor Servicer or the transfer and assumption of
servicing by the Master Servicer or the Trustee, as applicable, with respect to any Servicing Agreement
(including, without limitation, (i) all legal costs and expenses and all due diligence costs and
expenses associated with an evaluation of the potential termination of the Servicer as a result of an
event of default by such Servicer and (ii) all costs and expenses associated with the complete transfer
of servicing, including, but not limited to, all servicing files and all servicing data and the
completion, correction or manipulation of such servicing data as may be required by the successor
servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the
successor servicer to service the Mortgage Loans in accordance with the related Servicing Agreement) are
not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as
applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account.
(d) The Master Servicer shall require each Servicer to comply with the remittance
requirements and other obligations set forth in the related Servicing Agreement, including the
obligation of each Servicer to furnish information regarding the borrower credit files related to each
Mortgage Loan to credit reporting agencies in compliance with the provisions of the Fair Credit
Reporting Act and the applicable implementing regulations, on a monthly basis.
(e) If the Master Servicer acts as Servicer, it will not assume liability for the
representations and warranties of the Servicer, if any, that it replaces.
Section 3.04. Fidelity Bond. The Master Servicer, at its expense, shall maintain in effect
a blanket fidelity bond and an errors and omissions insurance policy, affording coverage with respect to
all directors, officers, employees and other Persons acting on such Master Servicer's behalf, and
covering errors and omissions in the performance of the Master Servicer's obligations hereunder. The
errors and omissions insurance policy and the fidelity bond shall be in such form and amount generally
acceptable for entities serving as master servicers or trustees.
Section 3.05. Power to Act; Procedures. The Master Servicer shall master service the
Mortgage Loans and shall have full power and authority, subject to the REMIC Provisions and the
provisions of Article X hereof, to do any and all things that it may deem necessary or desirable in
connection with the master servicing and administration of the Mortgage Loans, including but not limited
to the power and authority (i) to execute and deliver, on behalf of the Certificateholders and the
Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers
of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to collect
any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
of the ownership of the Mortgaged Property securing any Mortgage Loan, in each case, in accordance with
the provisions of this Agreement and the Servicing Agreement, as applicable; provided, however, that the
Master Servicer shall not (and, consistent with its responsibilities under Section 3.03, shall not
authorize any Servicer to) knowingly or intentionally take any action, or fail to take (or fail to cause
to be taken) any action reasonably within its control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, would cause
any 2006-3 REMIC to fail to qualify as a REMIC or result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the Master
Servicer has received an Opinion of Counsel (but not at the expense of the Master Servicer) to the
effect that the contemplated action would not cause any 2006-3 REMIC to fail to qualify as a REMIC or
result in the imposition of a tax upon any 2006-3 REMIC. The Trustee shall furnish the Master Servicer,
upon written request from a Servicing Officer, with any powers of attorney empowering the Master
Servicer or any Servicer to execute and deliver instruments of satisfaction or cancellation, or of
partial or full release or discharge, and to foreclose upon or otherwise liquidate Mortgaged Property,
and to appeal, prosecute or defend in any court action relating to the Mortgage Loans or the Mortgaged
Property, in accordance with the applicable Servicing Agreement and this Agreement, and the Trustee
shall execute and deliver such other documents, as the Master Servicer may request, to enable the Master
Servicer to master service and administer the Mortgage Loans and carry out its duties hereunder, in each
case in accordance with Accepted Master Servicing Practices (and the Trustee shall have no liability for
misuse of any such powers of attorney by the Master Servicer or any Servicer). If the Master Servicer
or the Trustee has been advised that it is likely that the laws of the state in which action is to be
taken prohibit such action if taken in the name of the Trustee or that the Trustee would be adversely
affected under the "doing business" or tax laws of such state if such action is taken in its name, the
Master Servicer shall join with the Trustee in the appointment of a co-trustee pursuant to Section 9.11
hereof. In the performance of its duties hereunder, the Master Servicer shall be an independent
contractor and shall not, except in those instances where it is taking action in the name of the Trust,
be deemed to be the agent of the Trust.
Section 3.06. Due-on-Sale Clauses; Assumption Agreements. To the extent provided in the
applicable Servicing Agreement, to the extent Mortgage Loans contain enforceable due-on-sale clauses,
the Master Servicer shall cause the Servicers to enforce such clauses in accordance with the applicable
Servicing Agreement. If applicable law prohibits the enforcement of a due-on-sale clause or such clause
is otherwise not enforced in accordance with the applicable Servicing Agreement, and, as a consequence,
a Mortgage Loan is assumed, the original Mortgagor may be released from liability in accordance with the
applicable Servicing Agreement.
Section 3.07. Release of Mortgage Files. (a) Upon becoming aware of the payment in full of
any Mortgage Loan, or the receipt by any Servicer of a notification that payment in full has been
escrowed in a manner customary for such purposes for payment to Certificateholders on the next
Distribution Date, the Servicer will, if required under the applicable Servicing Agreement (or if the
Servicer does not, the Master Servicer may), promptly furnish to the Custodian, on behalf of the
Trustee, two copies of a certification substantially in the form of Exhibit D hereto (or as otherwise
provided in the Custodial Agreement) signed by a Servicing Officer or in a mutually agreeable electronic
format which will, in lieu of a signature on its face, originate from a Servicing Officer (which
certification shall include a statement to the effect that all amounts received in connection with such
payment that are required to be deposited in the Protected Account maintained by the applicable Servicer
pursuant to Section 4.01, or by the applicable Servicer pursuant to its Servicing Agreement, have been
or will be so deposited) and shall request that the Custodian, on behalf of the Trustee, deliver to the
applicable Servicer the related Mortgage File. Upon receipt of such certification and request, the
Custodian, on behalf of the Trustee, shall promptly release the related Mortgage File to the applicable
Servicer and the Trustee and Custodian shall have no further responsibility with regard to such Mortgage
File. Upon any such payment in full, each Servicer is authorized, to give, as agent for the Trustee, as
the mortgagee under the Mortgage that secured the Mortgage Loan, an instrument of satisfaction (or
assignment of mortgage without recourse) regarding the Mortgaged Property subject to the Mortgage, which
instrument of satisfaction or assignment, as the case may be, shall be delivered to the Person or
Persons entitled thereto against receipt therefor of such payment, it being understood and agreed that
no expenses incurred in connection with such instrument of satisfaction or assignment, as the case may
be, shall be chargeable to the Protected Account.
(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan and in accordance with the applicable Servicing Agreement, upon written instruction from such
Servicer or the Master Servicer, the Trustee shall execute such documents as shall be prepared and
furnished to the Trustee by a Servicer or the Master Servicer (in form reasonably acceptable to the
Trustee) and as are necessary to the prosecution of any such proceedings. The Custodian, on behalf of
the Trustee, shall, upon the request of a Servicer or the Master Servicer, and delivery to the
Custodian, on behalf of the Trustee, of two copies of a request for release signed by a Servicing
Officer substantially in the form of Exhibit D (or in a mutually agreeable electronic format which will,
in lieu of a signature on its face, originate from a Servicing Officer), release the related Mortgage
File held in its possession or control to the Servicer or the Master Servicer, as applicable. Such
trust receipt shall obligate the Servicer or the Master Servicer to return the Mortgage File to the
Custodian on behalf of the Trustee, when the need therefor by the Servicer or the Master Servicer no
longer exists unless the Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
of a Servicing Officer similar to that hereinabove specified, the Mortgage File shall be released by the
Custodian, on behalf of the Trustee, to the Servicer or the Master Servicer.
Section 3.08. Documents, Records and Funds in Possession of Master Servicer To Be Held for
Trustee. (a) The Master Servicer shall transmit and each Servicer (to the extent required by the
related Servicing Agreement) shall transmit to the Trustee or Custodian on its behalf such documents and
instruments coming into the possession of the Master Servicer or such Servicer from time to time as are
required by the terms hereof, or in the case of the Servicers, the applicable Servicing Agreement, to be
delivered to the Trustee or Custodian on its behalf. Any funds received by the Master Servicer or by a
Servicer in respect of any Mortgage Loan or which otherwise are collected by the Master Servicer or by a
Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be held for
the benefit of the Trustee and the Certificateholders subject to the Master Servicer's right to retain
or withdraw from the Distribution Account the Master Servicing Compensation and other amounts provided
in this Agreement, and to the right of each Servicer to retain its Servicing Fee and other amounts as
provided in the applicable Servicing Agreement. The Master Servicer shall, and (to the extent provided
in the applicable Servicing Agreement) shall cause each Servicer to, provide access to information and
documentation regarding the Mortgage Loans to the Trustee, its agents and accountants at any time upon
reasonable request and during normal business hours, and to Certificateholders that are savings and loan
associations, banks or insurance companies, the Office of Thrift Supervision, the FDIC and the
supervisory agents and examiners of such Office and Corporation or examiners of any other federal or
state banking or insurance regulatory authority if so required by applicable regulations of the Office
of Thrift Supervision or other regulatory authority, such access to be afforded without charge but only
upon reasonable request in writing and during normal business hours at the offices of the Master
Servicer designated by it. In fulfilling such a request the Master Servicer shall not be responsible
for determining the sufficiency of such information.
(b) All Mortgage Files and funds collected or held by, or under the control of, the Master
Servicer, in respect of any Mortgage Loans, whether from the collection of principal and interest
payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer for
and on behalf of the Trustee and the Certificateholders and shall be and remain the sole and exclusive
property of the Trustee; provided, however, that the Master Servicer and each Servicer shall be entitled
to setoff against, and deduct from, any such funds any amounts that are properly due and payable to the
Master Servicer or such Servicer under this Agreement or the applicable Servicing Agreement.
Section 3.09. Standard Hazard Insurance and Flood Insurance Policies. (a) For each Mortgage
Loan, the Master Servicer shall enforce any obligation of the Servicers under the related Servicing
Agreements to maintain or cause to be maintained standard fire and casualty insurance and, where
applicable, flood insurance, all in accordance with the provisions of the related Servicing Agreements.
It is understood and agreed that such insurance shall be with insurers meeting the eligibility
requirements set forth in the applicable Servicing Agreement and that no earthquake or other additional
insurance is to be required of any Mortgagor or to be maintained on property acquired in respect of a
defaulted loan, other than pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance.
(b) Pursuant to Section 4.01 and 4.04, any amounts collected by the Servicers or the
Master Servicer, under any insurance policies (other than amounts to be applied to the restoration or
repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with
the applicable Servicing Agreement) shall be deposited into the Distribution Account, subject to
withdrawal pursuant to Section 4.04 and 4.05. Any cost incurred by the Master Servicer or any Servicer
in maintaining any such insurance if the Mortgagor defaults in its obligation to do so shall be added to
the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided,
however, that the addition of any such cost shall not be taken into account for purposes of calculating
the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer or
such Servicer pursuant to Section 4.04 and 4.05.
Section 3.10. Presentment of Claims and Collection of Proceeds. The Master Servicer shall
(to the extent provided in the applicable Servicing Agreement) cause the related Servicer to prepare and
present on behalf of the Trustee and the Certificateholders all claims under the Insurance Policies and
take such actions (including the negotiation, settlement, compromise or enforcement of the insured's
claim) as shall be necessary to realize recovery under such policies. Any proceeds disbursed to the
Master Servicer (or disbursed to a Servicer and remitted to the Master Servicer) in respect of such
policies, bonds or contracts shall be promptly deposited in the Distribution Account upon receipt,
except that any amounts realized that are to be applied to the repair or restoration of the related
Mortgaged Property as a condition precedent to the presentation of claims on the related Mortgage Loan
to the insurer under any applicable Insurance Policy need not be so deposited (or remitted).
Section 3.11. Maintenance of the Primary Mortgage Insurance Policies. (a) The Master
Servicer shall not take, or permit any Servicer (to the extent such action is prohibited under the
applicable Servicing Agreement) to take, any action that would result in noncoverage under any
applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Master
Servicer or such Servicer, would have been covered thereunder. The Master Servicer shall use its best
reasonable efforts to cause each Servicer (to the extent required under the related Servicing Agreement)
to keep in force and effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain
such insurance), primary mortgage insurance applicable to each Mortgage Loan in accordance with the
provisions of this Agreement and the related Servicing Agreement, as applicable. The Master Servicer
shall not, and shall not authorize any Servicer (to the extent required under the related Servicing
Agreement) to, cancel or refuse to renew any such Primary Mortgage Insurance Policy that is in effect at
the date of the initial issuance of the Mortgage Note and is required to be kept in force hereunder
except in accordance with the provisions of this Agreement and the related Servicing Agreement, as
applicable.
(b) The Master Servicer agrees to present, or to cause each Servicer (to the extent
required under the related Servicing Agreement) to present, on behalf of the Trustee and the
Certificateholders, claims to the insurer under any Primary Mortgage Insurance Policies and, in this
regard, to take such reasonable action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section 4.01 and 4.04, any
amounts collected by the Master Servicer or any Servicer under any Primary Mortgage Insurance Policies
shall be deposited in the Distribution Account, subject to withdrawal pursuant to Section 4.05.
Section 3.12. Trustee to Retain Possession of Certain Insurance Policies and Documents.
The Trustee (or the Custodian, as directed by the Trustee), shall retain possession and custody
of the originals (to the extent available) of any Primary Mortgage Insurance Policies, or certificate of
insurance if applicable, and any certificates of renewal as to the foregoing as may be issued from time
to time as contemplated by this Agreement. Until all amounts distributable in respect of the
Certificates have been distributed in full and the Master Servicer otherwise has fulfilled its
obligations under this Agreement, the Trustee (or the Custodian, as directed by the Trustee) shall also
retain possession and custody of each Mortgage File in accordance with and subject to the terms and
conditions of this Agreement. The Master Servicer shall promptly deliver or cause to be delivered to
the Trustee (or the Custodian, as directed by the Trustee), upon the execution or receipt thereof the
originals of any Primary Mortgage Insurance Policies, any certificates of renewal, and such other
documents or instruments that constitute portions of the Mortgage File that come into the possession of
the Master Servicer from time to time.
Section 3.13. Realization Upon Defaulted Mortgage Loans. The Master Servicer shall cause
each Servicer (to the extent required under the related Servicing Agreement) to foreclose upon,
repossess or otherwise comparably convert the ownership of Mortgaged Properties securing such of the
Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments, all in accordance with the applicable Servicing Agreement.
Section 3.14. Compensation for the Master Servicer.
The Master Servicer will be entitled to the income and gain realized from any investment of
funds in the Distribution Account as set forth in Section 4.04(f) for the performance of its activities
hereunder. The Master Servicer shall be required to pay all expenses incurred by it in connection with
its activities hereunder and shall not be entitled to reimbursement therefor except as provided in this
Agreement.
Section 3.15. REO Property. (a) In the event the Trust Fund acquires ownership of any REO
Property in respect of any related Mortgage Loan, the deed or certificate of sale shall be issued to the
Trustee, or to its nominee, on behalf of the related Certificateholders. The Master Servicer shall, to
the extent provided in the applicable Servicing Agreement, cause the applicable Servicer to sell, any
REO Property as expeditiously as possible and in accordance with the provisions of this Agreement and
the related Servicing Agreement, as applicable. Pursuant to its efforts to sell such REO Property, the
Master Servicer shall cause the applicable Servicer to protect and conserve, such REO Property in the
manner and to the extent required by the applicable Servicing Agreement, in accordance with the REMIC
Provisions and in a manner that does not result in a tax on "net income from foreclosure property"
(unless such result would maximize the Trust Fund's after-tax return on such property) or cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the
Code.
(b) The Master Servicer shall, to the extent required by the related Servicing Agreement,
cause the applicable Servicer to deposit all funds collected and received in connection with the
operation of any REO Property in the Protected Account.
(c) The Master Servicer and the applicable Servicer, upon the final disposition of any REO
Property, shall be entitled to reimbursement for any related unreimbursed Monthly Advances and other
unreimbursed advances as well as any unpaid Servicing Fees from Liquidation Proceeds received in
connection with the final disposition of such REO Property; provided, that any such unreimbursed Monthly
Advances as well as any unpaid Servicing Fees may be reimbursed or paid, as the case may be, prior to
final disposition, out of any net rental income or other net amounts derived from such REO Property.
(d) To the extent provided in the related Servicing Agreement, the Liquidation Proceeds
from the final disposition of the REO Property, net of any payment to the Master Servicer and the
applicable Servicer as provided above shall be deposited in the Protected Account on or prior to the
Determination Date in the month following receipt thereof and be remitted by wire transfer in
immediately available funds to the Master Servicer for deposit into the Distribution Account on the next
succeeding Servicer Remittance Date.
Section 3.16. Annual Statement as to Compliance. The Master Servicer and the Securities
Administrator shall deliver (or otherwise make available) to the Depositor, and the Securities
Administrator, not later than March 15 of each calendar year beginning in 2007, an Officer's Certificate
(an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the
activities of each such party during the preceding calendar year and of its performance under this
Agreement has been made under such officer's supervision and (ii) to the best of such officer's
knowledge, based on such review, such party has fulfilled all of its obligations under this Agreement in
all material respects throughout such year, or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known to such officer and the nature
and status of cure provisions thereof. Such Annual Statement of Compliance shall contain no
restrictions or limitations on its use. The Master Servicer shall enforce the obligation of each
Servicer, to the extent set forth in the related Servicing Agreement, to deliver a similar Annual
Statement of Compliance by that Servicer to the Depositor and the Securities Administrator as described
above as and when required with respect to the Master Servicer. In the event that certain servicing
responsibilities with respect to the Mortgage Loans have been delegated by the Master Servicer, the
Securities Administrator or a Servicer to a subservicer or subcontractor, each such entity shall cause
such subservicer or subcontractor (and with respect to each Servicer, the Master Servicer shall enforce
the obligation of such Servicer to the extent required under the related Servicing Agreement) to deliver
a similar Annual Statement of Compliance by that subservicer or subcontractor to the Depositor and the
Securities Administrator as described above as and when required with respect to the Master Servicer or
the related Servicer, as the case may be.
Failure of the Master Servicer to comply with this Section 3.16 (including with respect to the
time frames required in this Section) shall be deemed an Event of Default and the Trustee, at the
written direction of the Depositor, shall, in addition to whatever rights the Trustee may have under
this Agreement and at law or equity or to damages, including injunctive relief and specific performance,
upon notice immediately terminate all the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master
Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any
other agreement to the contrary.
Failure of the Securities Administrator to comply with this Section 3.16 (including with
respect to the time frames required in this Section) shall be deemed an Event of Default and the Trustee
at the written direction of the Depositor, shall, in addition to whatever rights the Trustee may have
under this Agreement and at law or equity or to damages, including injunctive relief and specific
performance, upon notice immediately terminate all the rights and obligations of the Securities
Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Securities Administrator for the same. This paragraph shall supercede any other
provision in this Agreement or any other agreement to the contrary.
Section 3.17. Assessments of Compliance and Attestation Reports. Pursuant to Rules 13a-18
and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, the Master Servicer, the Securities
Administrator, and the Custodian (to the extent set forth in this Section) (each, an "Attesting Party")
shall deliver (or otherwise make available) to the Depositor, the Master Servicer and the Securities
Administrator on or before March 15 of each calendar year beginning in 2007, a report regarding such
Attesting Party's assessment of compliance (an "Assessment of Compliance") with the Servicing Criteria
during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must
contain the following:
(a) A statement by an authorized officer of such Attesting Party of its authority and its
responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting
Party;
(b) A statement by such officer that such Attesting Party used the Servicing Criteria
attached as Exhibit K hereto, and which will also be attached to the Assessment of Compliance, to assess
compliance with the Servicing Criteria applicable to the related Attesting Party;
(c) An assessment by such officer of the related Attesting Party's compliance with the
applicable Servicing Criteria for the period consisting of the preceding calendar year, including
disclosure of any material instance of noncompliance with respect thereto during such period, which
assessment shall be based on the activities such Attesting Party performs with respect to asset-backed
securities transactions taken as a whole involving the related Attesting Party, that are backed by the
same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report
on the related Attesting Party's Assessment of Compliance for the period consisting of the preceding
calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to such
related Attesting Party, which statement shall be based on the activities such related Attesting Party
performs with respect to asset-backed securities transactions taken as a whole involving such related
Attesting Party, that are backed by the same asset type as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit K
hereto that are indicated as applicable to the related Attesting Party.
On or before March 15 of each calendar year beginning in 2007, each Attesting Party shall
furnish to the Master Servicer, the Depositor and the Securities Administrator a report (an "AttestationReport") by a registered public accounting firm that attests to, and reports on, the Assessment of
Compliance made by the related Attesting Party, as required by Rules 13a-18 and 15d-18 of the Exchange
Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with
standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board.
Such Attestation Report shall contain no restrictions or limitations on its use.
The Master Servicer shall enforce the obligation of each Servicer to deliver to the Securities
Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report
as and when provided in the related Servicing Agreement. Each of the Company, the Master Servicer and
the Securities Administrator shall cause, and the Master Servicer shall enforce the obligation (as and
when provided in the related Servicing Agreement) of each Servicer to cause, any subservicer and each
subcontractor (to the extent such subcontractor is determined by the Company, the Master Servicer or the
Securities Administrator, as applicable, to be a Party Participating in the Servicing Function within
the meaning of Item 1122 of Regulation AB) that is engaged by the Company, such Servicer, the Master
Servicer or the Securities Administrator, as applicable, to deliver to the Securities Administrator, the
Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when
provided above. Such Assessment of Compliance, as to any subservicer or subcontractor, shall at a
minimum address each of the Servicing Criteria specified on Exhibit K hereto that are indicated as
applicable to any "primary servicer" to the extent such subservicer or subcontractor is performing any
servicing function for the party who engages it and to the extent such party is not itself addressing
the Servicing Criteria related to such servicing function in its own Assessment of Compliance. The
Securities Administrator shall confirm that each of the Assessments of Compliance delivered to it, taken
as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria
for each party as set forth on Exhibit M and notify the Depositor of any exceptions. Notwithstanding the
foregoing, as to any subcontractor (as defined in the related Servicing Agreement), an Assessment of
Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to
the Trust Fund.
The Custodian shall deliver to the Master Servicer, the Securities Administrator and the
Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at
a minimum address each of the Servicing Criteria specified on Exhibit M hereto which are indicated as
applicable to a "custodian." Notwithstanding the foregoing an Assessment of Compliance or Attestation
Report is not required to be delivered by the Custodian unless it is required as part of a Form 10-K
with respect to the Trust Fund.
Failure of the Master Servicer to comply with this Section 3.17 (including with respect to the
timeframes required herein) shall, upon written notice from the Trustee upon receiving direction from
the Depositor, constitute an Event of Default and, the Trustee shall, in addition to whatever rights the
Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief
and specific performance, upon notice immediately terminate all of the rights and obligations of the
Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Master Servicer for the same (but subject to the Master Servicer rights to payment of
any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be
reimbursed prior to the date of termination). Failure of the Securities Administrator to comply with
this Section 3.17 (including with respect to the timeframes required in this Section) which failure
results in a failure to timely file the related Form 10-K, shall, upon written notice from the Trustee
upon receiving direction from the Depositor, constitute an Event of Default, and the Trustee shall, in
addition to whatever rights the Trustee may have under this Agreement and at law or equity or to
damages, including injunctive relief and specific performance, upon notice immediately terminate all of
the rights and obligations of the Securities Administrator under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Securities Administrator for the same
(but subject to the Securities Administrator's right to reimbursement of all amounts for which it is
entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other
provision in this Agreement or any other agreement to the contrary.
Section 3.18. Reports Filed with Securities and Exchange Commission. (a)(i)(A) Within 15
days after each Distribution Date, the Securities Administrator shall, in accordance with industry
standards, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System
("EDGAR"), a Distribution Report on Form 10-D, signed by the Master Servicer, with a copy of the Monthly
Statement to be furnished by the Securities Administrator to the Certificateholders for such
Distribution Date provided that the Securities Administrator shall have received no later than 5
calendar days after the related Distribution Date, all information required to be provided to the
Securities Administrator as described in clause (a)(iv) below. Any disclosure in addition to the
Monthly Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure")
shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit Q to
the Securities Administrator and the Depositor, approved for inclusion by the Depositor, and the
Securities Administrator will have no duty or liability for any failure hereunder to determine or
prepare any Additional Form 10-D Disclosure absent such reporting (other than with respect to cases in
which the Securities Administrator is the reporting party as set forth in Exhibit Q) and approval.
(B) Within 5 calendar days after the related Distribution Date, (i) the parties set forth
in Exhibit Q shall be required to provide, and the Master Servicer shall enforce the
obligations of each Servicer (to the extent provided in the related Servicing Agreement) to
provide, pursuant to Section 3.18(a)(iv) below, to the Securities Administrator and the
Depositor, to the extent known by a responsible officer thereof, in EDGAR-compatible form, or
in such other form as otherwise agreed upon by the Securities Administrator and the Depositor
and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable,
and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may
be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Depositor shall be
responsible for any reasonable fees and expenses assessed or incurred by the Securities
Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D
pursuant to this Section.
(C) After preparing the Form 10-D, the Securities Administrator shall forward
electronically a copy of the Form 10-D to the Master Servicer, and in the case that such Form
10-D contains Additional Form 10-D Disclosure, to the Master Servicer and the Depositor, for
review. Within two Business Days after receipt of such copy, but no later than the 12th
calendar day after the Distribution Date (provided that, the Securities Administrator forwards
a copy of the Form 10-D no later than the 10th calendar after the Distribution Date), the
Depositor shall notify the Securities Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-D. In the absence of receipt of
any written changes or approval, the Securities Administrator shall be entitled to assume that
such Form 10-D is in final form and the Securities Administrator may proceed with the execution
and filing of the Form 10-D. No later than the 13th calendar day after the related
Distribution Date, a duly authorized officer of the Master Servicer shall sign the Form 10-D
and, in the case where the Master Servicer and Securities Administrator are not affiliated
return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy
to follow by overnight mail) to the Securities Administrator. If a Form 10-D cannot be filed
on time or if a previously filed Form 10-D needs to be amended, the Securities Administrator
will follow the procedures set forth in Section 3.18(a)(v)(B). Promptly (but no later than one
(1) Business Day) after filing with the Commission, the Securities Administrator will make
available on its internet website, identified in Section 6.07, a final executed copy of each
Form 10-D filed by the Securities Administrator. The signing party at the Master Servicer can
be contacted as set forth in Section 11.07. Form 10-D requires the registrant to indicate (by
checking "yes" or "no") that it (1) has filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. The Depositor shall notify the Securities Administrator in
writing, no later than the fifth calendar day after the related Distribution Date with respect
to the filing of a report on Form 10-D if the answer to the questions should be "no". The
Securities Administrator shall be entitled to rely on the representations in Section 2.06(g)
and in any such notice in preparing, executing and/or filing any such report. The parties to
this Agreement acknowledge that the performance by the Master Servicer and the Securities
Administrator of their respective duties under Sections 3.18(a)(i) and (v) related to the
timely preparation, execution and filing of Form 10-D is contingent upon such parties strictly
observing all applicable deadlines in the performance of their duties under such Sections.
Neither the Master Servicer nor the Securities Administrator shall have any liability for any
loss, expense, damage or claim arising out of or with respect to any failure to properly
prepare, execute and/or timely file such Form 10-D, where such failure results from a party's
failure to deliver, on a timely basis, any information from such party needed to prepare,
arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith
or willful misconduct.
(ii) (A) Within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a "Reportable Event"), the Securities Administrator shall
prepare and file, at the direction of the Depositor, on behalf of the Trust, any Form 8-K, as required
by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the
issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is
otherwise required to be included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the
paragraph immediately below, be reported by the parties set forth on Exhibit Q to the Securities
Administrator and the Depositor, approved for inclusion by the Depositor, and the Master Servicer will
have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure
Information absent such reporting (other than with respect to cases in which the Securities
Administrator is the reporting party as set forth in Exhibit Q) and approval.
(B) For so long as the Trust is subject to the Exchange Act reporting requirements, no
later than the close of business on the 2nd Business Day after the occurrence of a Reportable
Event (i) the parties set forth in Exhibit Q shall be required pursuant to Section 3.18(a)(iv)
below to provide, and the Master Servicer will enforce the obligations of each Servicer (to the
extent provided in the related Servicing Agreement) to provide, to the Securities Administrator
and the Depositor, to the extent known by a responsible officer thereof, in EDGAR-compatible
form, or in such other form as otherwise agreed upon by the Securities Administrator and the
Depositor and such party, the form and substance of any Form 8-K Disclosure Information, if
applicable, and (ii) the Depositor will approve, as to form and substance, or disapprove, as
the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. The
Depositor will be responsible for any reasonable fees and out-of-pocket expenses assessed or
incurred by the Securities Administrator in connection with including any Form 8-K Disclosure
Information on Form 8-K pursuant to this Section.
(C) After preparing the Form 8-K, the Securities Administrator shall forward
electronically a copy of the Form 8-K to the Depositor and the Master Servicer for review. No
later than the close of business New York City time on the 3rd Business Day after the
Reportable Event, or in the case where the Master Servicer and the Securities Administrator are
unaffiliated, no later than 12:00 p.m. New York City time on the 4th Business Day after the
Reportable Event, a duly authorized officer of the Master Servicer shall sign the Form 8-K and,
in the case where the Master Servicer and the Securities Administrator are not affiliated,
return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy
to follow by overnight mail) to the Securities Administrator. Promptly, but no later than the
close of business on the 3rd Business Day after the Reportable Event (provided that, the
Securities Administrator forwards a copy of the Form 8-K no later than noon New York time on
the third Business Day after the Reportable Event), the Depositor shall notify the Securities
Administrator in writing (which may be furnished electronically) of any changes to or approval
of such Form 8-K. In the absence of receipt of any written changes or approval, the Securities
Administrator shall be entitled to assume that such Form 8-K is in final form and the
Securities Administrator may proceed with the execution and filing of the Form 8-K. If a Form
8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the
Securities Administrator will follow the procedures set forth in Section 3.18(a)(v)(B).
Promptly (but no later than one (1) Business Day) after filing with the Commission, the
Securities Administrator will make available on its internet website, identified in
Section 6.07, a final executed copy of each Form 8-K filed by the Securities Administrator. The
signing party at the Master Servicer can be contacted as set forth in Section 11.07. The
parties to this Agreement acknowledge that the performance by the Master Servicer and the
Securities Administrator of their respective duties under this Section 3.18(a)(ii) related to
the timely preparation, execution and filing of Form 8-K is contingent upon such parties
strictly observing all applicable deadlines in the performance of their duties under this
Section 3.18(a)(ii). Neither the Master Servicer nor the Securities Administrator shall have
any liability for any loss, expense, damage or claim arising out of or with respect to any
failure to properly prepare, execute and/or timely file such Form 8-K, where such failure
results from a party's failure to deliver, on a timely basis, any information from such party
needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own
negligence, bad faith or willful misconduct.
(iii) (A) Within 90 days after the end of each fiscal year of the Trust or such
earlier date as may be required by the Exchange Act (the "10-K Filing Deadline") (it being understood
that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the
Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and
substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in
each case to the extent they have been delivered to the Securities Administrator within the applicable
time frames set forth in this Agreement, (I) an annual compliance statement for each Servicer, the
Master Servicer, the Securities Administrator and any subservicer or subcontractor, as applicable, as
described under Section 3.16, (II)(A) the annual reports on assessment of compliance with Servicing
Criteria for the Master Servicer, each subservicer and subcontractor Participating in the Servicing
Function, the Securities Administrator and the Custodian, as described under Section 3.17, and (B) if
any such report on assessment of compliance with Servicing Criteria described under Section 3.17
identifies any material instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such report on assessment of compliance with Servicing Criteria described under
Section 3.17 is not included as an exhibit to such Form 10-K, disclosure that such report is not
included and an explanation why such report is not included, (III)(A) the registered public accounting
firm attestation report for the Master Servicer, each Servicer, the Securities Administrator, each
subservicer, each subcontractor as applicable, and the Custodian, as described under Section 3.17, and
(B) if any registered public accounting firm attestation report described under Section 3.17 identifies
any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any
such registered public accounting firm attestation report is not included as an exhibit to such Form
10-K, disclosure that such report is not included and an explanation why such report is not included,
and (IV) a Sarbanes-Oxley Certification ("Sarbanes-Oxley Certification") as described in this
Section 3.18 (a)(iii)(D) below (provided, however, that the Securities Administrator, at its discretion,
may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation
report that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure
or information in addition to (I) through (IV) above that is required to be included on Form 10-K
("Additional Form 10-K Disclosure") shall, pursuant to the paragraph immediately below, be reported by
the parties set forth on Exhibit Q to the Securities Administrator and the Depositor, approved for
inclusion by the Depositor, and the Securities Administrator will have no duty or liability for any
failure hereunder to determine or prepare any Additional Form 10-K Disclosure absent such reporting
(other than with respect to case in which the Securities Administrator is the reporting party as set
forth in Exhibit Q) and approval.
(B) No later than March 15 of each year that the Trust is subject to the Exchange Act
reporting requirements, commencing in 2007, (i) the parties set forth in Exhibit Q shall be
required to provide, and the Master Servicer shall enforce the obligations of each Servicer (to
the extent provided in the related Servicing Agreement) to provide, pursuant to
Section 3.18(a)(iv) below to the Securities Administrator and the Depositor, to the extent known
by a responsible officer thereof, in EDGAR-compatible form, or in such other form as otherwise
agreed upon by the Securities Administrator and the Depositor and such party, the form and
substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor will
approve, as to form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Disclosure on Form 10-K. The Depositor shall be responsible for any
reasonable fees and expenses assessed or incurred by the Securities Administrator in connection
with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this Section.
(C) After preparing the Form 10-K, the Securities Administrator shall forward
electronically a copy of the Form 10-K to the Depositor (only in the case where such Form 10-K
includes Additional Form 10-K Disclosure and otherwise if requested by the Depositor) and the
Master Servicer for review. Within three Business Days after receipt of such copy, but no
later than March 25th (provided that, the Securities Administrator forwards a copy of the Form
10-K no later than the third Business Day prior to March 25th), the Depositor shall notify the
Securities Administrator in writing (which may be furnished electronically) of any changes to
or approval of such Form 10-K. In the absence of receipt of any written changes or approval,
the Securities Administrator shall be entitled to assume that such Form 10-K is in final form
and the Securities Administrator may proceed with the execution and filing of the Form 10-K.
No later than the close of business Eastern Standard time on the 4th Business Day prior to the
10-K Filing Deadline, an officer of the Master Servicer in charge of the master servicing
function shall sign the Form 10-K and in the case where the Master Servicer and the Securities
Administrator are unaffiliated, return an electronic or fax copy of such signed Form 10-K (with
an original executed hard copy to follow by overnight mail) to the Securities Administrator.
If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended,
the Securities Administrator will follow the procedures set forth in Section 3.18(a)(v)(B).
Promptly (but no later than one (1) Business Day) after filing with the Commission, the
Securities Administrator will make available on its internet website, identified in
Section 6.07, a final executed copy of each Form 10-K filed by the Securities Administrator.
The signing party at the Master Servicer can be contacted as set forth in Section 11.07. Form
10-K requires the registrant to indicate (by checking "yes" or "no") that it (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. The Depositor shall
notify the Securities Administrator in writing, no later than March 15th of each year in which
the Trust is subject to the requirements of the Exchange Act with respect to the filing of a
report on Form 10-K, if the answer to the questions should be "no". The Securities
Administrator shall be entitled to rely on the representations in Section 2.06(g) and in any
such notice in preparing, executing and/or filing any such report. The parties to this
Agreement acknowledge that the performance by the Master Servicer and the Securities
Administrator of their respective duties under Section 3.18(a)(iv) and (v) related to the
timely preparation, execution and filing of Form 10-K is contingent upon such parties strictly
observing all applicable deadlines in the performance of their duties under such Section,
Section 3.16 and Section 3.17. Neither the Master Servicer nor the Securities Administrator
shall have any liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure
results from the Master Servicer's or the Securities Administrator's inability or failure to
receive, on a timely basis, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith
or willful misconduct. Subject to the foregoing, the Securities Administrator has no duty under
this Agreement to monitor or enforce the performance by the other parties listed on Exhibit Q
of their duties under this paragraph or proactively solicit or procure from such parties any
Additional Form 10-K Disclosure information.
(D) Each Form 10-K shall include a certification (the "Sarbanes-Oxley Certification"),
required to be included therewith pursuant to the Sarbanes-Oxley Act which shall be signed by
the Certifying Person and delivered to the Securities Administrator no later than March 15th of
each year in which the Trust is subject to the reporting requirements of the Exchange Act. The
Master Servicer shall cause any Servicer and any subservicer or subcontractor, to the extent
set forth in the related Servicing Agreement, engaged by it to, provide to the Person who signs
the Sarbanes-Oxley Certification (the "Certifying Person"), by March 10 of each year in which
the Trust is subject to the reporting requirements of the Exchange Act (or such other date
specified in the related Servicing Agreement) and otherwise within a reasonable period of time
upon request, a certification (each, a "Back-Up Certification"), in the form attached hereto as
Exhibit N, upon which the Certifying Person, the entity for which the Certifying Person acts as
an officer, and such entity's officers, directors and Affiliates (collectively with the
Certifying Person, "Certification Parties") can reasonably rely. An officer of the Master
Servicer in charge of the master servicing function shall serve as the Certifying Person on
behalf of the Trust. Such officer of the Certifying Person can be contacted as set forth in
Section 11.07.
(iv) With respect to any Additional Form 10-D Disclosure, Additional Form 10-K
Disclosure or any Form 8-K Disclosure Information (collectively, the "Additional Disclosure") relating
to the Trust Fund in the form attached hereto as Exhibit R, the Securities Administrator's obligation to
include such Additional Information in the applicable Exchange Act report is subject to receipt from the
entity that is indicated in Exhibit Q as the responsible party for providing that information, if other
than the Securities Administrator, as and when required as described in Section 3.18(a)(i) through (iii)
above. Such Additional Disclosure shall be accompanied by a notice substantially in the form of Exhibit
R. Each of the Company as a Servicer, the Master Servicer, the Sponsor, the Securities Administrator
and the Depositor hereby agrees to notify and provide, and the Master Servicer agrees to enforce the
obligations (to the extent provided in the related Servicing Agreement) to the extent known to the
Master Servicer, Sponsor, Securities Administrator and Depositor all Additional Disclosure relating to
the Trust Fund, with respect to which such party is indicated in Exhibit Q as the responsible party for
providing that information. Within five Business Days prior to each Distribution Date of each year that
the Trust is subject to the Exchange Act reporting requirements, the Depositor shall make available to
the Securities Administrator the related Significance Estimate and the Securities Administrator shall
use such information to calculate the related Significance Percentage. If the Significance Percentage
meets either of the threshold levels detailed in Item 1115(b)(1) or 1115(b)(2) of Regulation AB, the
Securities Administrator shall deliver written notification to the Depositor, the related Counterparty
to that effect, which notification shall include a request that the related Counterparty provide
Regulation AB information to the Depositor in accordance with the related Cap Contract Agreement. The
Depositor shall be obligated to obtain from the related Counterparty any information required under
Regulation AB to the extent required under the related Cap Contract Agreement and to provide to the
Securities Administrator any information that may be required to be included in any Form 10-D, Form 8-K
or Form 10-K relating to the related Cap Contract Agreement or written notification instructing the
Securities Administrator that such Additional Disclosure regarding the related Counterparty is not
necessary for such Distribution Date. The Depositor shall be responsible for any reasonable fees and
expenses assessed or incurred by the Securities Administrator in connection with including any
Additional Disclosure information pursuant to this section.
So long as the Depositor is subject to the filing requirements of the Exchange Act
with respect to the Trust Fund, the Trustee shall notify the Securities Administrator and the Depositor
of any bankruptcy or receivership with respect to the Trustee or of any proceedings of the type
described under Item 1117 of Regulation AB that have occurred as of the related Due Period, together
with a description thereof, no later than the date on which such information is required of other
parties hereto as set forth under this Section 3.18. In addition, the Trustee shall notify the
Securities Administrator and the Depositor of any affiliations or relationships that develop after the
Closing Date between the Trustee and the Depositor, EMC, the Securities Administrator, the Master
Servicer, the Counterparty or the Custodian of the type described under Item 1119 of Regulation AB,
together with a description thereof, no later than March 15 of each year that the Trust is subject to
the Exchange Act reporting requirements, commencing in 2007. Should the identification of any of the
Depositor, the Sponsor, the Securities Administrator, the Master Servicer, the Counterparty or the
Custodian change, the Depositor shall promptly notify the Trustee.
(v) (A) On or prior to January 30 of the first year in which the Securities
Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file
a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange
Act.
(B) In the event that the Securities Administrator is unable to timely file with the
Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by
this Agreement because required disclosure information was either not delivered to it or
delivered to it after the delivery deadlines set forth in this Agreement or for any other
reason, the Securities Administrator will promptly notify the Depositor and the Master
Servicer. In the case of Form 10-D and 10-K, the Depositor, Master Servicer and Securities
Administrator will cooperate to prepare and file a Form 12b-25 and a 10-DA and 10-KA as
applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the
Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information and
upon the approval and direction of the Depositor, include such disclosure information on the
next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be
amended and such amendment relates to any Additional Disclosure, the Securities Administrator
will notify the Depositor and the parties affected thereby and such parties will cooperate to
prepare any necessary Form 8-K, 10--DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to
Form 8-K, 10-D or 10-K shall be signed by an appropriate officer of the Master Servicer. The
parties hereto acknowledge that the performance by the Master Servicer and the Securities
Administrator of their respective duties under this Section 3.18(a)(v) related to the timely
preparation, execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D
or 10-K is contingent upon the Master Servicer and the Depositor timely performing their duties
under this Section. Neither the Master Servicer nor the Securities Administrator shall have
any liability for any loss, expense, damage or claim arising out of or with respect to any
failure to properly prepare, execute and/or timely file any such Form 15, Form 12b-25 or any
amendments to Forms 8-K, 10-D or 10-K, where such failure results from a party's failure to
deliver, on a timely basis, any information from such party needed to prepare, arrange for
execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not
resulting from its own negligence, bad faith or willful misconduct.
The Depositor agrees to promptly furnish to the Securities Administrator, from time to
time upon request, such further information, reports and financial statements within its control related
to this Agreement, the Mortgage Loans as the Securities Administrator reasonably deems appropriate to
prepare and file all necessary reports with the Commission. The Securities Administrator shall have no
responsibility to file any items other than those specified in this Section 3.18; provided, however, the
Securities Administrator will cooperate with the Depositor in connection with any additional filings
with respect to the Trust Fund as the Depositor deems necessary under the Exchange Act. Fees and
expenses incurred by the Securities Administrator in connection with this Section 3.18 shall not be
reimbursable from the Trust Fund.
(b) In connection with the filing of any Form 10-K hereunder, in the case where the Master
Servicer and the Securities Administrator are not affiliated, the Securities Administrator shall sign a
certification (a "Form of Back-Up Certification for Form 10-K Certificate," substantially in the form
attached hereto as Exhibit S) for the Depositor regarding certain aspects of the Form 10-K certification
signed by the Master Servicer, provided, however, that the Securities Administrator shall not be
required to undertake an analysis of any accountant's report attached as an exhibit to the Form 10-K.
(c) The Securities Administrator shall indemnify and hold harmless the Company, the
Depositor and the Master Servicer and each of its officers, directors and affiliates from and against
any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon a breach of the Securities
Administrator's obligations under Sections 3.16, 3.17 and 3.18 or the Securities Administrator's
negligence, bad faith or willful misconduct in connection therewith. In addition, the Securities
Administrator shall indemnify and hold harmless the Depositor and the Master Servicer and each of their
respective officers, directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and
expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in any Back-Up Certification, any Annual Statement of Compliance, any Assessment
of Compliance or any Additional Disclosure provided by the Securities Administrator on its behalf or on
behalf of any subservicer or subcontractor engaged by the Securities Administrator pursuant to Section
3.16, 3.17 or 3.18 (the "Securities Administrator Information"), or (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not misleading; provided, by
way of clarification, that this paragraph shall be construed solely by reference to the Securities
Administrator Information and not to any other information communicated in connection with the
Certificates, without regard to whether the Securities Administrator Information or any portion thereof
is presented together with or separately from such other information.
The Depositor shall indemnify and hold harmless the Securities Administrator and the Master
Servicer and each of its officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and
other costs and expenses arising out of or based upon a breach of the obligations of the Depositor under
Sections 3.16, 3.17 and 3.18 or the Depositor's negligence, bad faith or willful misconduct in
connection therewith. In addition, the Depositor shall indemnify and hold harmless the Master Servicer,
the Securities Administrator and each of their respective officers, directors and affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments and other costs and expenses arising out of or based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in any Additional Disclosure
provided by the Depositor that is required to be filed pursuant to this Section 3.18 (the "DepositorInformation"), or (ii) any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances in which they
were made, not misleading; provided, by way of clarification, that this paragraph shall be construed
solely by reference to the Depositor Information that is required to be filed and not to any other
information communicated in connection with the Certificates, without regard to whether the Depositor
Information or any portion thereof is presented together with or separately from such other information.
The Master Servicer shall indemnify and hold harmless the Company, the Securities Administrator
and the Depositor and each of its respective officers, directors and affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments and other costs and expenses arising out of or based upon a breach of the obligations of the
Master Servicer under Sections 3.16, 3.17 and 3.18 or the Master Servicer's negligence, bad faith or
willful misconduct in connection therewith. In addition, the Master Servicer shall indemnify and hold
harmless the Depositor and each of its officers, directors and affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in any Annual Statement of Compliance, any Assessment of
Compliance or any Additional Disclosure provided by the Master Servicer on its behalf or on behalf of
any subservicer or subcontractor engaged by the Master Servicer pursuant to Section 3.16, 3.17 or 3.18
(the "Master Servicer Information"), or (ii) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; provided, by way of clarification, that this
paragraph shall be construed solely by reference to the Master Servicer Information and not to any other
information communicated in connection with the Certificates, without regard to whether the Master
Servicer Information or any portion thereof is presented together with or separately from such other
information.
If the indemnification provided for herein is unavailable or insufficient to hold harmless the
Company, the Depositor, the Securities Administrator or the Master Servicer, as applicable, then the
defaulting party, in connection with any conduct for which it is providing indemnification under this
Section 3.18, agrees that it shall contribute to the amount paid or payable by the other parties as a
result of the losses, claims, damages or liabilities of the other party in such proportion as is
appropriate to reflect the relative fault and the relative benefit of the respective parties.
(d) The indemnification provisions set forth in this Section 3.18 shall survive the
termination of this Agreement or the termination of any party to this Agreement.
(e) Failure of the Master Servicer to comply with this Section 3.18 (including with
respect to the timeframes required herein) shall constitute an Event of Default, and at the written
direction of the Depositor, the Trustee shall, in addition to whatever rights the Trustee may have under
this Agreement and at law or equity or to damages, including injunctive relief and specific performance,
upon notice immediately terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master
Servicer for the same (but subject to the Master Servicer rights to payment of any Master Servicing
Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the
date of termination). Failure of the Securities Administrator to comply with this Section 3.18
(including with respect to the timeframes required in this Section) which failure results in a failure
to timely file the related Form 10-K, shall constitute a default and at the written direction of the
Depositor, the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement
and at law or equity or to damages, including injunctive relief and specific performance, upon notice
immediately terminate all of the rights and obligations of the Securities Administrator under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Securities
Administrator for the same (but subject to the Securities Administrator's right to reimbursement of all
amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph
shall supersede any other provision in this Agreement or any other agreement to the contrary. In
connection with the termination of the Master Servicer or the Securities Administrator pursuant to this
Section 3.18(e) the Trustee shall be entitled to reimbursement of all costs and expenses associated with
such termination to the extent set forth in Section 9.05. Notwithstanding anything to the contrary in
this Agreement, no Event of Default by the Master Servicer or default by the Securities Administrator
shall have occurred with respect to any failure to properly prepare, execute and/or timely file any
report on Form 8-K, Form 10-D or Form 10-K, any Form 15 or Form 12b-25 or any amendments to Form 8-K,
10-D or 10-K, where such failure results from any party's failure to deliver, on a timely basis, any
information from such party needed to prepare, arrange for execution or file any such report, Form or
amendment, and does not result from its own negligence, bad faith or willful misconduct.
(f) Notwithstanding the provisions of Section 11.02, this Section 3.18 may be amended
without the consent of the Certificateholders.
Any report, notice or notification to be delivered by the Company, the Master Servicer or the
Securities Administrator to the Depositor pursuant to this Section 3.18, may be delivered via email to
RegABNotifications@bear.com or, in the case of a notification, telephonically by calling Reg AB
Compliance Manager at 212-272-7525.
Section 3.19. The Company. On the Closing Date, the Company will receive from the Depositor
a payment of $5,000.
Section 3.20. UCC. The Sponsor shall file any financing statements, continuation statements
or amendments thereto required by any change in the Uniform Commercial Code.
Section 3.21. Optional Purchase of Defaulted Mortgage Loans. (a) With respect to any
Mortgage Loan which as of the first day of a Fiscal Quarter is Delinquent in payment by 90 days or more
or is an REO Property, the Company shall have the right to purchase such Mortgage Loan from the Trust at
a price equal to the Repurchase Price; provided, however, (i) that such Mortgage Loan is still 90 days
or more Delinquent or is an REO Property as of the date of such purchase and (ii) this purchase option,
if not theretofore exercised, shall terminate on the date prior to the last day of the related Fiscal
Quarter. This purchase option, if not exercised, shall not be thereafter reinstated unless the
delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or more Delinquent or
becomes an REO Property, in which case the option shall again become exercisable as of the first day of
the related Fiscal Quarter.
(b) If at any time the Company remits to the Master Servicer a payment for deposit in the
Distribution Account covering the amount of the Repurchase Price for such a Mortgage Loan, and the
Company provides to the Trustee a certification signed by a Servicing Officer stating that the amount of
such payment has been deposited in the Distribution Account, then the Trustee shall execute the
assignment of such Mortgage Loan to the Company at the request of the Company without recourse,
representation or warranty and the Company shall succeed to all of the Trustee's right, title and
interest in and to such Mortgage Loan, and all security and documents relative thereto. Such assignment
shall be an assignment outright and not for security. The Company will thereupon own such Mortgage, and
all such security and documents, free of any further obligation to the Trustee or the Certificateholders
with respect thereto.
Section 3.22. Reserved.
Section 3.23. Intention of the Parties and Interpretation.
Each of the parties acknowledges and agrees that the purpose of Sections 3.16, 3.17 and 3.18 of
this Agreement is to facilitate compliance by the Sponsor, the Depositor and the Master Servicer with
the provisions of Regulation AB. Therefore, each of the parties agrees that (a) the obligations of the
parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties'
obligations hereunder will be supplemented and modified in writing, as agreed to and executed by the
parties hereto, as necessary to be consistent with any such amendments, interpretive advice or guidance,
convention or consensus among active participants in the asset-backed securities markets, advice of
counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with
reasonable requests made by the Sponsor, or the Depositor, or the Master Servicer or the Securities
Administrator for delivery of additional or different information as the Sponsor, the Depositor, or the
Master Servicer or the Securities Administrator may determine in good faith is necessary to comply with
the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any
such changes in the parties' obligations as are necessary to accommodate evolving interpretations of the
provisions of Regulation AB. All costs, expenses, fees, liabilities, charges and amounts (including
legal fees) incurred by the Trustee in connection with this Section 3.23 shall be fully reimbursed to
the Trustee pursuant to Section 4.05(l).
ARTICLE IV
Accounts
Section 4.01. Protected Accounts. (a) The Master Servicer shall enforce the obligation of
each Servicer to establish and maintain a Protected Account in accordance with the applicable Servicing
Agreement, with records to be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into
which accounts shall be deposited within 48 hours (or as of such other time specified in the related
Servicing Agreement) of receipt, all collections of principal and interest on any Mortgage Loan and with
respect to any REO Property received by a Servicer, including Principal Prepayments, Insurance Proceeds,
Liquidation Proceeds and advances made from the Servicer's own funds (less servicing compensation as
permitted by the applicable Servicing Agreement in the case of any Servicer) and all other amounts to be
deposited in the Protected Account. Servicing Compensation in the form of assumption fees, if any, late
payment charges, as collected, if any, or otherwise (and in certain cases, Prepayment Charges) shall be
retained by the applicable Servicer and shall not be deposited in the Protected Account. The Servicer
is hereby authorized to make withdrawals from and deposits to the related Protected Account for purposes
required or permitted by this Agreement. To the extent provided in the related Servicing Agreement, the
Protected Account shall be held by a Designated Depository Institution and segregated on the books of
such institution in the name of the Trustee for the benefit of Certificateholders.
(b) To the extent provided in the related Servicing Agreement, amounts on deposit in a
Protected Account may be invested in Permitted Investments in the name of the Trustee for the benefit of
Certificateholders and, except as provided in the preceding paragraph, not commingled with any other
funds. Such Permitted Investments shall mature, or shall be subject to redemption or withdrawal, no
later than the date on which such funds are required to be withdrawn for deposit in the Distribution
Account, and shall be held until required for such deposit. The income earned from Permitted
Investments made pursuant to this Section 4.01 shall be paid to the related Servicer under the
applicable Servicing Agreement, and the risk of loss of moneys required to be distributed to the
Certificateholders resulting from such investments shall be borne by and be the risk of the related
Servicer. The related Servicer (to the extent provided in the Servicing Agreement) shall deposit the
amount of any such loss in the Protected Account within two Business Days of receipt of notification of
such loss but not later than the second Business Day prior to the Distribution Date on which the moneys
so invested are required to be distributed to the Certificateholders.
(c) To the extent provided in the related Servicing Agreement and subject to this Article
IV, on or before each Servicer Remittance Date, the related Servicer shall withdraw or shall cause to be
withdrawn from its Protected Accounts and shall immediately deposit or cause to be deposited in the
Distribution Account amounts representing the following collections and payments (other than with
respect to principal of or interest on the Initial Mortgage Loans due on or before the Cut-off Date or
principal of or interest on the Subsequent Mortgage Loans due on or before the related Subsequent
Cut-off Date) with respect to each Loan Group or Sub-Loan Group, as applicable:
(i) Scheduled Payments on the Mortgage Loans received or any related portion
thereof advanced by such Servicer pursuant to its Servicing Agreement which were due during or before
the related Due Period, net of the amount thereof comprising its Servicing Fee or any fees with respect
to any lender-paid primary mortgage insurance policy;
(ii) Full Principal Prepayments and any Liquidation Proceeds received by such
Servicer with respect to the Mortgage Loans in the related Prepayment Period (or, in the case of
Subsequent Recoveries, during the related Due Period), with interest to the date of prepayment or
liquidation, net of the amount thereof comprising its Servicing Fee;
(iii) Partial Principal Prepayments received by such Servicer for the Mortgage Loans
in the related Prepayment Period; and
(iv) Any amount to be used as a Monthly Advance; and
(v) Any amounts required to be paid by the Servicers under the related Servicing
Agreements with respect to clauses (a) and (b) of the definition of Interest Shortfall with respect to
the related Mortgage Loans for the related Distribution Date.
(d) Withdrawals may be made from an Account only to make remittances as provided in
Section 4.01(c), 4.04 and 4.05; to reimburse the Master Servicer or a Servicer for Monthly Advances which
have been recovered by subsequent collections from the related Mortgagor; to remove amounts deposited in
error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and
terminate the account at the termination of this Agreement in accordance with Section 10.01. As
provided in Sections 4.01(c) and 4.04(b) certain amounts otherwise due to the Servicers may be retained
by them and need not be deposited in the Distribution Account.
(e) The Master Servicer shall not itself waive (or authorize a Servicer to waive, unless
such Servicer is allowed to waive in accordance with the terms of the related Servicing Agreement) any
Prepayment Charge that the Trust would otherwise be entitled to unless: (i) the enforceability thereof
shall have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws
relating to creditors' rights generally, (ii) the enforcement thereof is illegal, or any local, state or
federal agency has threatened legal action if the prepayment penalty is enforced, (iii) the mortgage
debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such
waiver is standard and customary in servicing similar Mortgage Loans and relates to a default or a
reasonably foreseeable default and would, in the reasonable judgment of the Master Servicer, maximize
recovery of total proceeds taking into account the value of such Prepayment Charge and the related
Mortgage Loan. In no event will the Master Servicer itself waive a Prepayment Charge in connection with
a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default.
If a Prepayment Charge is waived by the Master Servicer, but does not meet the standards described
above, then the Master Servicer is required to pay the amount of such waived Prepayment Charge by
depositing such amount into the Distribution Account by the immediately succeeding Distribution Account
Deposit Date.
Section 4.02. [Reserved].
Section 4.03. [Reserved].
Section 4.04. Distribution Account. (a) The Securities Administrator shall establish and
maintain in the name of the Trustee, for the benefit of the Certificateholders, the Distribution Account
as a segregated trust account or accounts.
(b) The Master Servicer and the Securities Administrator will each deposit in the
Distribution Account as identified and as received by each of them, the following amounts:
(ii) Any amounts received from the Servicers and constituting Available Funds;
(iii) Any Monthly Advance and any Compensating Interest Payments required to be made
by the Master Servicer pursuant to this Agreement;
(iv) Any Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of
the Master Servicer or which were not deposited in a Protected Account;
(v) The Repurchase Price with respect to any Mortgage Loans purchased by the
Sponsor pursuant to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03 hereof, any amounts
which are to be treated pursuant to Section 2.04 of this Agreement as the payment of a Repurchase Price
in connection with the tender of a Substitute Mortgage Loan by the Sponsor, the Repurchase Price with
respect to any Mortgage Loans purchased by the Company pursuant to Section 3.21, and all proceeds of any
Mortgage Loans or property acquired with respect thereto repurchased by the Depositor or its designee
pursuant to Section 10.01;
(vi) Any amounts required to be deposited with respect to losses on investments of
deposits in an Account;
(vii) Any amounts received by the Master Servicer or Securities Administrator, or
required to be paid by the Master Servicer, in connection with any Prepayment Charge on the Prepayment
Charge Loans; and
(viii) Any other amounts received by or on behalf of the Master Servicer and required
to be deposited in the Distribution Account pursuant to this Agreement.
(c) All amounts deposited to the Distribution Account shall be held by the Securities
Administrator in the name of the Trustee in trust for the benefit of the Certificateholders in
accordance with the terms and provisions of this Agreement.
(d) The requirements for crediting the Distribution Account shall be exclusive, it being
understood and agreed that, without limiting the generality of the foregoing, payments in the nature of
(i) late payment charges or assumption, tax service, statement account or payoff, substitution,
satisfaction, release and other like fees and charges and (ii) the items enumerated in Section 4.05 with
respect to the Securities Administrator, the Master Servicer and the Servicers, need not be credited by
the Master Servicer or the Servicers to the Distribution Account. Amounts received by the Master
Servicer or the Securities Administrator in connection with Prepayment Charges on the Prepayment Charge
Loans shall be deposited into the Class XP Reserve Account by such party upon receipt thereof. In the
event that the Master Servicer or the Securities Administrator shall deposit or cause to be deposited to
the Distribution Account any amount not required to be credited thereto, the Securities Administrator,
upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall
promptly transfer such amount to the Master Servicer, any provision herein to the contrary
notwithstanding.
(e) The Distribution Account shall constitute a trust account of the Trust Fund segregated
on the books of the Securities Administrator and held by the Securities Administrator in trust in its
Corporate Trust Office, and the Distribution Account and the funds deposited therein shall not be
subject to, and shall be protected from, all claims, liens, and encumbrances of any creditors or
depositors of the Securities Administrator or the Master Servicer (whether made directly, or indirectly
through a liquidator or receiver of the Securities Administrator or the Master Servicer). The
Distribution Account shall be an Eligible Account. The amount at any time credited to the Distribution
Account, if invested, shall be invested in the name of the Trustee, in such Permitted Investments
selected by the Master Servicer or the Depositor. The Master Servicer or the Depositor shall select the
Permitted Investments for the funds on deposit in the Distribution Account. All Permitted Investments
shall mature or be subject to redemption or withdrawal on or before, and shall be held until, the next
succeeding Distribution Date if the obligor for such Permitted Investment is the Securities
Administrator or, if such obligor is any other Person, the Business Day preceding such Distribution
Date, in the case of Permitted Investments for the benefit of the Master Servicer and the Depositor.
With respect to the Distribution Account and the funds deposited therein, the Securities Administrator
shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to
the priorities afforded to such a trust account (in addition to a claim against the estate of the
Trustee) as provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if applicable,
or any applicable comparable state statute applicable to state chartered banking corporations.
(f) Any and all investment earnings and losses on amounts on deposit in the Distribution
Account for a maximum period of six Business Days preceding the Distribution Date shall be for the
account of the Master Servicer. The Master Servicer and the Depositor from time to time shall be
permitted to withdraw or receive distribution of any and all investment earnings from the Distribution
Account on behalf of itself. The risk of loss of moneys required to be distributed to the
Certificateholders resulting from such investments shall be borne by and be the risk of the Master
Servicer and the Depositor based on the Permitted Investments on which such loss is incurred. The
Master Servicer shall deposit the amount of any such loss in the Distribution Account within two
Business Days of receipt of notification of such loss but not later than the Distribution Date on which
the moneys so invested are required to be distributed to the Certificateholders.
(g) In the event that the Master Servicer and Securities Administrator are no longer
affiliated, the Master Servicer shall establish and maintain an account separate from the Distribution
Account into which any funds remitted by the Company and Servicers will be deposited. No later than
noon New York time on the Business Day prior to each Distribution Date, the Master Servicer shall remit
any such funds to the Paying Agent for deposit in the Distribution Account. The Master Servicer shall
make the following permitted withdrawals and transfers from such account:
(i) The Master Servicer will, from time to time on demand of the Company, a
Servicer or the Securities Administrator, make or cause to be made such withdrawals or transfers from
the account as the Master Servicer has designated for such transfer or withdrawal pursuant to this
Agreement and the related Servicing Agreement. The Master Servicer may clear and terminate the account
pursuant to Section 10.01 and remove amounts from time to time deposited in error.
(ii) On an ongoing basis, the Master Servicer shall withdraw from the account
(i) any expenses, costs and liabilities recoverable by the Trustee, the Master Servicer, the Securities
Administrator or the Custodian pursuant to Sections 3.03, 7.04 and 9.05 and (ii) any amounts payable to
the Master Servicer as set forth in Section 3.14; provided, however, that the Master Servicer shall be
obligated to pay from its own funds any amounts which it is required to pay under Section 7.03(a).
(iii) In addition, on or before each Business Day prior to each Distribution Date,
the Master Servicer shall deposit in the Distribution Account (or remit to the Securities Administrator
for deposit therein) any Monthly Advances required to be made by the Master Servicer with respect to the
Mortgage Loans.
(iv) No later than noon New York time on each Business Day prior to each
Distribution Date, the Master Servicer will transfer all Available Funds on deposit in the account with
respect to the related Distribution Date to the Paying Agent for deposit in the Distribution Account.
Section 4.05. Permitted Withdrawals and Transfers from the Distribution Account. The
Securities Administrator will, from time to time on demand of the Master Servicer (or with respect to
clause (l) hereto, on demand of the Trustee, the Securities Administrator or the Custodian), make or
cause to be made such withdrawals or transfers from the Distribution Account as the Master Servicer has
designated for such transfer or withdrawal pursuant to this Agreement and the Servicing Agreements or as
the Securities Administrator deems necessary for the following purposes:
(a) to reimburse the Master Servicer or any Servicer for any Monthly Advance of its own
funds, the right of the Master Servicer or a Servicer to reimbursement pursuant to this subclause
(i) being limited to amounts received on a particular Mortgage Loan (including, for this purpose, the
Repurchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late payments or
recoveries of the principal of or interest on such Mortgage Loan with respect to which such Monthly
Advance was made;
(b) to reimburse the Master Servicer or any Servicer from Insurance Proceeds or
Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended by the Master Servicer
or such Servicer in good faith in connection with the restoration of the related Mortgaged Property
which was damaged by an Uninsured Cause or in connection with the liquidation of such Mortgage Loan;
(c) to reimburse the Master Servicer or any Servicer from Insurance Proceeds relating to a
particular Mortgage Loan for insured expenses incurred with respect to such Mortgage Loan and to
reimburse the Master Servicer or such Servicer from Liquidation Proceeds from a particular Mortgage Loan
for Liquidation Expenses incurred with respect to such Mortgage Loan; provided that the Master Servicer
shall not be entitled to reimbursement for Liquidation Expenses with respect to a Mortgage Loan to the
extent that (i) any amounts with respect to such Mortgage Loan were paid as Excess Liquidation Proceeds
pursuant to clause (xi) of this Section 4.05(a) to the Master Servicer; and (ii) such Liquidation
Expenses were not included in the computation of such Excess Liquidation Proceeds;
(d) to pay the Master Servicer or any Servicer, as appropriate, from Liquidation Proceeds
or Insurance Proceeds received in connection with the liquidation of any Mortgage Loan, the amount which
the Master Servicer or such Servicer would have been entitled to receive under clause (ix) of this
Section 4.05(a) as servicing compensation on account of each defaulted scheduled payment on such
Mortgage Loan if paid in a timely manner by the related Mortgagor;
(e) to pay the Master Servicer or any Servicer from the Repurchase Price for any Mortgage
Loan, the amount which the Master Servicer or such Servicer would have been entitled to receive under
clause (ix) of this Section 4.05(a) as servicing compensation;
(f) to reimburse the Master Servicer or any Servicer for advances of funds (other than
Monthly Advances) made with respect to the Mortgage Loans, and the right to reimbursement pursuant to
this clause being limited to amounts received on the related Mortgage Loan (including, for this purpose,
the Repurchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late
recoveries of the payments for which such advances were made;
(g) to reimburse the Master Servicer or any Servicer for any Nonrecoverable Advance that
has not been reimbursed pursuant to clauses (i) and (vi);
(h) to pay the Master Servicer as set forth in Section 3.14;
(i) to reimburse the Master Servicer for expenses, costs and liabilities incurred by and
reimbursable to it pursuant to Sections 3.03, 7.04(c) and (d);
(j) to pay to the Master Servicer, as additional servicing compensation, any Excess
Liquidation Proceeds to the extent not retained by the related Servicer;
(k) to reimburse or pay any Servicer any such amounts as are due thereto under the
applicable Servicing Agreement and have not been retained by or paid to the Servicer, to the extent
provided in the related Servicing Agreement;
(l) to reimburse the Trustee, the Securities Administrator or the Custodian for expenses,
costs and liabilities incurred by or reimbursable to it pursuant to this Agreement;
(m) to remove amounts deposited in error;
(n) to clear and terminate the Distribution Account pursuant to Section 10.01; and
(o) to pay the Depositor as set forth in Section 4.04(e).
(p) The Securities Administrator shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis and shall provide a copy to the Securities Administrator, for the
purpose of accounting for any reimbursement from the Distribution Account pursuant to clauses (i)
through (vi) and (viii) or with respect to any such amounts which would have been covered by such
clauses had the amounts not been retained by the Master Servicer without being deposited in the
Distribution Account under Section 4.04(b). Reimbursements made pursuant to clauses (vii), (ix), (xi)
and (xii) will be allocated between the Loan Groups or Sub-Loan Groups, as applicable, pro rata based on
the aggregate Stated Principal Balances of the Mortgage Loans in each Loan Group or Sub-Loan Group, as
applicable.
(q) On each Distribution Date, the Securities Administrator shall distribute the Interest
Funds, Principal Funds and Available Funds to the extent on deposit in the Distribution Account for each
Loan Group or Sub-Loan Group, as applicable, to the Holders of the related Certificates in accordance
with Section 6.01.
Section 4.06. Reserve Fund. (a) On or before the Closing Date, the Securities Administrator
shall establish one or more segregated trust accounts (the "Reserve Fund") in the name of the Trustee on
behalf of the Holders of the Group I Offered, Class I-B-3, Class B-IO, Class II-B-1, Class II-B-2, Class
II-X-B1 and Class II-X-B2 Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund
shall be entitled "Reserve Fund, U.S. Bank National Association as Trustee f/b/o holders of Structured
Asset Mortgage Investments II Inc., Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates,
Series 2006-3." The Securities Administrator shall demand payment of all money payable by the
Counterparty under the Cap Contracts. The Securities Administrator shall deposit in the Reserve Fund
all payments received by it from the Counterparty pursuant to the Cap Contracts and, prior to
distribution of such amounts pursuant to Sections 6.01(a) and 6.02(i)(a), all payments described under
the Ninth and Tenth clauses of Section 6.01(a) and clause (J) of Section 6.02(i)(a). All Cap Contract
Payment Amounts received from Cap Contracts benefiting the Group I Offered and Class
I-B-3 Certificateholders and the amounts described in the Ninth and Tenth clauses of Section 6.01(a)
deposited to the Reserve Fund shall be held by the Securities Administrator in the name of the Trustee
on behalf of the Trust, in trust for the benefit of the Group I Offered and Class I-B-3
Certificateholders, as applicable, and the Class B-IO Certificateholders in accordance with the terms
and provisions of this Agreement. All Cap Contract Payment Amounts received from Cap Contracts
benefiting the Class II-B-1 and Class II-B-2 Certificateholders and the amounts described in Section
6.02(i)(a)(J) deposited to the Reserve Fund shall be held by the Securities Administrator in the name of
the Trustee on behalf of the Trust, in trust for the benefit of the Class II-B-1 and Class II-B-2
Certificateholders, as applicable, and the Class II-X-B Certificateholders in accordance with the terms
and provisions of this Agreement. On each Distribution Date, the Securities Administrator shall
distribute amounts on deposit in the Reserve Fund to (i) the Group I Offered, Class I-B-3, and Class
B-IO Certificateholders in accordance with the Ninth and Tenth clauses of Section 6.01(a)
and Section 6.01(b) and (ii) the Class II-B-1, Class II-B-2, Class II-X-B1 and Class II-X-B2
Certificateholders in accordance with Sections 6.02(i)(a)(J) and 6.02(i)(f).
(b) The Reserve Fund is an "outside reserve fund" within the meaning of Treasury
Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any 2006-3
REMIC. The Securities Administrator on behalf of the Trust shall be the nominal owner of the Reserve
Fund. For federal income tax purposes, the Class B-IO, Class II-X-B1 and Class
II-X-B2 Certificateholders shall be the beneficial owners of the Reserve Fund, subject to the power of
the Securities Administrator to distribute amounts under the Ninth and Tenth clauses of Section 6.01(a),
Section 6.01(b), Section 6.02(a)(J) and and Section 6.02(i)(f) and shall report items of income,
deduction, gain or loss arising therefrom. For federal income tax purposes, (i) amounts distributed to
Certificateholders pursuant to the Ninth and Tenth clauses of Section 6.01(a) will be treated as first
distributed to the Class B-IO Certificateholders and then paid from the Class B-IO Certificateholders to
the applicable Group I Offered or Class I-B-3 Certificateholders and (ii) amounts distributed to
Certificateholders pursuant to Section 6.02(i)(a)(J) will be treated as first distributed to the Class
II-X-B1 or Class II-X-B2 Certificateholders, as applicable, and then paid from such Class II-X-B1 or
Class II-X-B2 Certificateholders to the Class II-B-1 or Class II-B-2 Certificateholders, as applicable.
Amounts in the Reserve Fund held in trust for the benefit of the Group I Offered, Class I-B-3 and Class
B-IO Certificateholders shall, at the written direction of the Class B-IO Certificateholders, be
invested in Permitted Investments that mature no later than the Business Day prior to the next
succeeding Distribution Date. If no written direction is received, the amounts in the Reserve Fund
shall remain uninvested. Amounts in the Reserve Fund held in trust for the benefit of the Class II-B-1
or Class II-B-2 Certificateholders, as applicable, and the Class II-X-B1 or Class
II-X-B2 Certificateholders, as applicable, shall, at the written direction of the Class II-X-B1 or Class
II-X-B2 Certificateholders, as applicable, or invested in Permitted Investments that mature no later
than the Business Day prior to the next succeeding Distribution Date. If no written direction is
received, the amounts in the Reserve Fund shall remain uninvested. Any losses on such Permitted
Investments shall not in any case be a liability of the Securities Administrator but an amount equal to
such losses shall be given by the Class B-IO, Class II-X-B1 or Class II-X-B2 Certificateholders, as
applicable, to the Securities Administrator out of such Certificateholders' own funds immediately as
realized, for deposit by the Securities Administrator into the Reserve Fund. To the extent that the
Class B-IO, Class II-X-B1 or Class II-X-B2 Certificateholders have provided the Securities Administrator
with such written direction to invest such funds in Permitted Investments, on each Distribution Date the
Securities Administrator shall distribute all net income and gain from such Permitted Investments in the
Reserve Fund to the Class B-IO, Class II-X-B1 or Class II-X-B2 Certificateholders, as applicable, not as
a distribution in respect of any interest in any 2006-3 REMIC. All amounts earned on amounts on deposit
in the Reserve Fund held in trust for the benefit of the Group I Offered, Class I-B-3 and Class B-IO
Certificateholders shall be taxable to the Class B-IO Certificateholders. All amounts earned on amounts
on deposit in the Reserve Fund held in trust for the benefit of the Class II-B-1 or Class II-B-2
Certificateholders, as applicable, and the Class II-X-B1 or Class II-X-B2 Certificateholders, as
applicable, shall be taxable to the Class II-X-B1 or Class II-X-B2 Certificateholders, as applicable.
Section 4.07. Class XP Reserve Account. (a) The Securities Administrator shall establish
and maintain with itself a separate, segregated trust account, which shall be an Eligible Account,
titled "Reserve Account, Wells Fargo Bank, National Association, as Securities Administrator f/b/o Bear
Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3, Class XP". On the Closing
Date, the Depositor shall deposit $100 into the Class XP Reserve Account. Funds on deposit in the Class
XP Reserve Account shall be held in trust by the Securities Administrator for the holders of the Class
XP Certificates. The Class XP Reserve Account will not represent an interest in any REMIC.
(b) Any amount on deposit in the Class XP Reserve Account shall be held uninvested. On the
Business Day prior to each Distribution Date, the Securities Administrator shall withdraw the amount
then on deposit in the Class XP Reserve Account and deposit such amount into the Distribution Account to
be distributed to the Holders of the related Class XP Certificates in accordance with Sections 6.01(c)
and Section 6.02(e), as applicable, and with regards to the initial $100 deposit, this Section 4.07.
The initial $100 deposited in the Class XP Reserve Account shall be applied to the Class XP Certificates
on a pro rata basis based upon the initial certificate balances stated on the Class XP Certificates. In
addition, on the earlier of (x) the Business Day prior to the Distribution Date on which all the assets
of the Trust Fund are repurchased as described in Section 10.01(a) and (y) the Business Day prior to the
Distribution Date occurring in March 2012, the Securities Administrator shall withdraw the amount on
deposit in the Class XP Reserve Account, deposit such amount into the Distribution Account and remit
such amount to the Securities Administrator and provide written instruction to the Securities
Administrator to pay such amount to the related Class XP Certificates in accordance with this Section
4.07, Sections 6.01(c) and Section 6.02(e), as applicable, and following such withdrawal the Class XP
Reserve Account shall be closed.
Section 4.08. Pre-Funding Account and Pre-Funding Reserve Account.
(a) No later than the Closing Date, the Paying Agent shall establish and maintain a
segregated trust account or sub-account of a trust account, which shall be titled "Pre-Funding Account,
U.S. Bank National Association, as trustee for the benefit of holders of Structured Asset Mortgage
Investments II Inc., Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-3" (the
"Pre-Funding Account"). The Pre-Funding Account shall be an Eligible Account or a sub account of an
Eligible Account. The Paying Agent shall, promptly upon receipt, deposit in the Pre-Funding Account and
retain therein the Pre-Funded Amount remitted on the Closing Date to the Paying Agent by the Depositor.
Funds deposited in the Pre-Funding Account shall be held in trust by the Paying Agent for the Holders of
the Certificates related to Loan Group III for the uses and purposes set forth herein.
(b) The Paying Agent will invest funds deposited in the Pre-Funding Account as directed by
the Depositor or its designee in writing in Permitted Investments with a maturity date (i) no later than
the Business Day immediately preceding the date on which such funds are required to be withdrawn from
such account pursuant to this Agreement, if a Person other than the Paying Agent or an Affiliate of the
Paying Agent is the obligor for the Permitted Investment, or (ii) no later than the date on which such
funds are required to be withdrawn from such account or sub account of a trust account pursuant to this
Agreement, if the Paying Agent or an affiliate of the Paying Agent is the obligor for the Permitted
Investment (or, if no written direction is received by the Paying Agent from the Depositor, then funds
in such account shall remain uninvested). For federal income tax purposes, the Depositor or its designee
shall be the owner of the Pre-Funding Account and shall report all items of income, deduction. gain or
loss arising therefrom. All income and gain realized from investment of funds deposited in the
Pre-Funding Account shall be transferred to the Interest Coverage Account at the following times: (i) on
the Business Day immediately preceding each Distribution Date, if a Person other than the Paying Agent
or an Affiliate of the Paying Agent is the obligor for the Permitted Investment, or on each Distribution
Date, if the Paying Agent or an Affiliate of the Paying Agent is the obligor for the Permitted
Investment, (ii) on the Business Day immediately preceding each Subsequent Transfer Date, if a Person
other than the Paying Agent or an Affiliate of the Paying Agent is the obligor for the Permitted
Investment, or on each Subsequent Transfer Date, if the Paying Agent or an Affiliate of the Paying Agent
is the obligor for the Permitted Investment or (iii) within one Business Day of the Paying Agent's
receipt thereof. Such transferred funds shall not constitute income and gain for purposes of Section
4.09(b) hereof. The Depositor or its designee shall deposit in the Pre-Funding Account the amount of any
net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss
without any right of reimbursement therefor. At no time will the Pre-Funding Account be an asset of any
REMIC created hereunder.
(c) Amounts on deposit in the Pre-Funding Account shall be withdrawn by the Paying Agent
as follows:
(i) On any Subsequent Transfer Date, the Paying Agent shall withdraw from the
Pre-Funding Account an amount equal to 100% of the Stated Principal Balances of the Subsequent
Mortgage Loans transferred and assigned to the Trustee on behalf of the Trust for deposit in
the related Loan Group or Sub-Loan Group on such Subsequent Transfer Date and deposit such
amount into the Pre-Funding Reserve Account;
(ii) If the amount on deposit in the Pre-Funding Account (exclusive of investment
income) has not been reduced to zero by the close of business on the date of termination of the
Pre-Funding Period, then at the close of business on such date, the Paying Agent shall deposit
into the Pre-Funding Reserve Account any amounts remaining in the Pre-Funding Account
(exclusive of investment income) for distribution in accordance with Section 4.08(e)(ii);
(iii) To withdraw any amount not required to be deposited in the Pre-Funding Account
or deposited therein in error; and
(iv) Upon the earliest of (i) the reduction of the Principal Balances of the
Certificates to zero or (ii) the termination of this Agreement in accordance with Section
10.01, to withdraw (and deposit in the Pre-Funding Reserve Account) any amount remaining on
deposit in the Pre-Funding Account for payment to the related Certificateholders then entitled
to distributions in respect of principal until the Principal Balance of the Certificates has
been reduced to zero, and any remaining amount to the Depositor.
Withdrawals pursuant to clauses (i), (ii) and (iv) shall be treated as contributions of cash to
REMIC II on the date of withdrawal.
(d) No later than the Closing Date, the Paying Agent shall establish and maintain a
segregated trust account or a sub-account of a trust account, which shall be titled "Pre-Funding Reserve
Account, U.S. Bank National Association as Trustee for the benefit of holders of Structured Asset
Mortgage Investments II Inc., Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series
2006-3" (the "Pre-Funding Reserve Account"). The Pre-Funding Reserve Account shall be an Eligible Account
or a sub account of an Eligible Account. The Paying Agent shall, at the close of business on the day of
the termination of the Pre-Funding Period, deposit in the Pre-Funding Reserve Account and retain therein
any funds remaining in the Pre-Funding Account at the close of business on such day. Funds deposited in
the Pre-Funding Reserve Account shall be held in trust by the Paying Agent for the Certificateholders
for the uses and purposes set forth herein.
(e) The Paying Agent shall not invest funds deposited in the Pre-Funding Reserve Account.
The Pre-Funding Reserve Account and any funds on deposit therein shall be assets of REMIC II. Amounts on
deposit in the Pre-Funding Reserve Account shall be withdrawn by the Paying Agent as follows:
(i) On any Subsequent Transfer Date, the Paying Agent shall withdraw from the
Pre-Funding Reserve Account the amount deposited therein on such date pursuant to Section
4.08(c)(i) in respect of a Subsequent Mortgage transferred and assigned to the Trustee on
behalf of the Trust for deposit in the related Loan Group on such Subsequent Transfer Date and
pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set
forth in Section 2.07 with respect to such transfer and assignment;
(ii) On the Distribution Date immediately following termination of the Pre-Funding
Period, the Paying Agent shall withdraw from the Pre-Funding Reserve Account the Remaining
Pre-Funded Amount for the related Loan Group or Sub-Loan Group deposited therein on such date
pursuant to Section 4.08(c)(ii) for distribution to the related Certificate Groups pursuant to
Section 6.02(ii)(a); and
(iii) On each Distribution Date during the Pre-Funding Period and the Distribution
Date immediately following termination of the Pre-Funding Period, the Paying Agent shall
withdraw from the Pre-Funding Reserve Account the amount deposited therein on such date
pursuant to Section 4.08(c) for distribution as Available Funds with respect to each Sub-Loan
Group in Loan Group III pursuant to Section 6.02(ii)(a).
Section 4.09 Interest Coverage Account.
(a) No later than the Closing Date, the Paying Agent shall establish and maintain a
segregated trust account or a sub account of a trust account, which shall be titled "Interest Coverage
Account, U.S. Bank National Association as trustee for the benefit of holders of Structured Asset
Mortgage Investments II Inc., Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series
2006-3" (the "Interest Coverage Account"). The Interest Coverage Account shall be an Eligible Account or
a sub account of an Eligible Account. The Paying Agent shall, promptly upon receipt, deposit in the
Interest Coverage Account and retain therein the Interest Coverage Amount for each Sub-Loan Group
remitted on the Closing Date to the Paying Agent by the Depositor and all income and gain realized from
investment of funds deposited in the Pre-Funding Account pursuant to Section 4.08(b). Funds deposited in
the Interest Coverage Account shall be held in trust by the Paying Agent for the Certificateholders for
the uses and purposes set forth herein.
(b) For federal income tax purposes, the Depositor shall be the owner of the Interest
Coverage Account and shall report all items of income, deduction, gain or loss arising therefrom. At no
time will the Interest Coverage Account be an asset of any REMIC created hereunder. All income and gain
realized from investment of funds deposited in the Interest Coverage Account, which investment shall be
made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of
the Depositor and shall be remitted by the Paying Agent to the Depositor no later than the first
Business Day following receipt of such income and gain by the Paying Agent. If no written direction with
respect to such investment shall be received by the Paying Agent from the Depositor, then funds in such
Account shall remain uninvested. The Depositor shall deposit in the Interest Coverage Account the
amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization
of such loss.
(c) On each Distribution Date during the Pre-Funding Period and on the day of termination
of the Pre-Funding Period, the Paying Agent shall withdraw from the Interest Coverage Account and
deposit in the Pre-Funding Reserve Account an amount of interest that accrues during the related
Interest Accrual Period at the Weighted Average Group Pass Through Rate for the related Sub-Loan Group
on the excess, if any, of the Pre-Funded Amount for such Sub-Loan Group over the aggregate Stated
Principal Balance of Subsequent Mortgage Loans in such Sub-Loan Group that both (i) had a Due Date
during the Due Period relating to such Distribution Date or the Distribution Date following the end of
the Pre-Funding Period, as applicable, and (ii) had a Subsequent Cut-off Date prior to the first day of
the month in which such Distribution Date occurs. Such withdrawal and deposit shall be treated as a
contribution of cash by the Mortgage Loan Seller to REMIC II on the date thereof. Immediately following
any such withdrawal and deposit, and immediately following the conveyance of any Subsequent Mortgage to
the Trust on any Subsequent Transfer Date, the Paying Agent shall, at the request of the Mortgage Loan
Seller, withdraw from the Interest Coverage Account and remit to the Mortgage Loan Seller or its
designee an amount equal to the excess, if any, of the amount remaining in such Interest Coverage
Account over the amount that would be required to be withdrawn therefrom (assuming sufficient funds
therein) pursuant to the second preceding sentence on each subsequent Distribution Date, if any, that
will occur during the Pre-Funding Period or on the day of termination of the Pre-Funding Period, if no
Subsequent Mortgage were acquired by the Trust Fund after the end of the Prepayment Period relating to
the current Distribution Date or the Distribution Date following the end of the Pre-Funding Period, as
applicable. On the day of termination of the Pre-Funding Period, the Paying Agent shall withdraw from
the Interest Coverage Account and remit to the Mortgage Loan Seller or its designee the amount remaining
in such Interest Coverage Account after payment of the amount required to be withdrawn therefrom
pursuant to the second preceding sentence on the day of termination of the Pre-Funding Period.
(d) Upon the earliest of (i) the Distribution Date immediately following the end of the
Pre-Funding Period, (ii) the reduction of the principal balances of the Certificates to zero or (iii)
the termination of this Agreement in accordance with Section 10.01, any amount remaining on deposit in
the Interest Coverage Account after distributions pursuant to paragraph (c) above shall be withdrawn by
the Paying Agent and paid to the Sponsor or its designee.
ARTICLE V
Certificates
Section 5.01. Certificates. (a) The Depository, the Depositor and the Securities
Administrator have entered into a Depository Agreement dated as of the Closing Date (the "DepositoryAgreement"). Except for the Residual Certificates, the Private Certificates and the Individual
Certificates and as provided in Section 5.01(b), the Certificates shall at all times remain registered
in the name of the Depository or its nominee and at all times: (i) registration of such Certificates
may not be transferred by the Securities Administrator except to a successor to the Depository;
(ii) ownership and transfers of registration of such Certificates on the books of the Depository shall be
governed by applicable rules established by the Depository; (iii) the Depository may collect its usual
and customary fees, charges and expenses from its Depository Participants; (iv) the Securities
Administrator shall deal with the Depository as representative of such Certificate Owners of the
respective Class of Certificates for purposes of exercising the rights of Certificateholders under this
Agreement, and requests and directions for and votes of such representative shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; and (v) the Trustee and the
Securities Administrator may rely and shall be fully protected in relying upon information furnished by
the Depository with respect to its Depository Participants.
The Residual Certificates and the Private Certificates are initially Physical Certificates. If
at any time the Holders of all of the Certificates of one or more such Classes request that the
Securities Administrator cause such Class to become Global Certificates, the Securities Administrator
and the Depositor will take such action as may be reasonably required to cause the Depository to accept
such Class or Classes for trading if it may legally be so traded.
All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and
any Global Certificates shall be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall
only transfer Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for
which it acts as agent in accordance with the Depository's normal procedures.
(b) If (i)(A) the Depositor advises the Securities Administrator in writing that the
Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B)
the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its
option advises the Securities Administrator in writing that it elects to terminate the book-entry system
through the Depository, the Securities Administrator shall request that the Depository notify all
Certificate Owners of the occurrence of any such event and of the availability of definitive, fully
registered Certificates to Certificate Owners requesting the same. Upon surrender to the Securities
Administrator of the Certificates by the Depository, accompanied by registration instructions from the
Depository for registration, the Securities Administrator shall issue the definitive Certificates.
In addition, if an Event of Default has occurred and is continuing, each Certificate Owner
materially adversely affected thereby may at its option request a definitive Certificate evidencing such
Certificate Owner's interest in the related Class of Certificates. In order to make such request, such
Certificate Owner shall, subject to the rules and procedures of the Depository, provide the Depository
or the related Depository Participant with directions for the Securities Administrator to exchange or
cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent
interest in fully registered definitive form. Upon receipt by the Securities Administrator of
instructions from the Depository directing the Securities Administrator to effect such exchange (such
instructions to contain information regarding the Class of Certificates and the Certificate Principal
Balance being exchanged, the Depository Participant account to be debited with the decrease, the
registered holder of and delivery instructions for the definitive Certificate, and any other information
reasonably required by the Securities Administrator), (i) the Securities Administrator shall instruct
the Depository to reduce the related Depository Participant's account by the aggregate Certificate
Principal Balance of the definitive Certificate, (ii) the Securities Administrator shall execute and
deliver, in accordance with the registration and delivery instructions provided by the Depository, a
Definitive Certificate evidencing such Certificate Owner's interest in such Class of Certificates and
(iii) the Securities Administrator shall execute a new Book-Entry Certificate reflecting the reduction
in the aggregate Certificate Principal Balance of such Class of Certificates by the amount of the
definitive Certificates.
Neither the Depositor nor the Securities Administrator shall be liable for any delay in the
delivery of any instructions required pursuant to this Section 5.01(b) and may conclusively rely on, and
shall be protected in relying on, such instructions.
(c) (i) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the Group II Mortgage Loans and certain other related assets
subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC I." Component I of the Class R Certificates will represent the sole
Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under
federal income tax law. The following table irrevocably sets forth the designation, Uncertificated
Pass-Through Rate and initial Uncertificated Principal Balance for each of the "regular interests" in
REMIC I and the designation and Certificate Principal Balance of the Class R Certificates allocable to
Component I of the Class R Certificates. None of the REMIC I Regular Interests will be certificated.
Initial
Class Designation for each REMIC I Type of Uncertificated Uncertificated Assumed Final
Interest Interest Pass-Through Rate Principal Balance Distribution Date*
------------------------------------ ------------- --------------------- ---------------------- ----------------------
Y-1 Regular Variable(1) $178,076.60 May 2036
Y-2 Regular Variable(2) $170,700.11 May 2036
Y-3 Regular Variable(3) $184,611.73 May 2036
Y-4 Regular Variable (4) $24,283.01 May 2036
Z-1 Regular Variable(1) $356,008,565.34 May 2036
Z-2 Regular Variable(2) $341,261,590.36 May 2036
Z-3 Regular Variable (3) $369,038,840.82 May 2036
Z-4 Regular Variable(4) $48,541,740.67 May 2036
Component I of the Class R
Certificates Residual (5) $0 May 2036
_______________________
* The Distribution Date in the specified month, which is the month following the month the latest
maturing Mortgage Loan in the related Sub-Loan Group matures. For federal income tax purposes,
for each REMIC I Regular Interest, the "latest possible maturity date" shall be the Assumed
Final Distribution Date.
(1) Interest distributed to REMIC I Regular Interests Y-1 and Z-1 on each Distribution Date will
have accrued at the weighted average of the Net Rates for the Sub-Loan Group II-1 Mortgage
Loans on the applicable Uncertificated Principal Balance outstanding immediately before such
Distribution Date.
(2) Interest distributed to REMIC I Regular Interests Y-2 and Z-2 on each Distribution Date will
have accrued at the weighted average of the Net Rates for the Sub-Loan Group II-2 Mortgage
Loans on the applicable Uncertificated Principal Balance outstanding immediately before such
Distribution Date.
(3) Interest distributed to REMIC I Regular Interests Y-3 and Z-3 on each Distribution Date will
have accrued at the weighted average of the Net Rates for the Sub-Loan Group II-3 Mortgage
Loans on the applicable Uncertificated Principal Balance outstanding immediately before such
Distribution Date.
(4) Interest distributed to REMIC I Regular Interests Y-4 and Z-4 on each Distribution Date will
have accrued at the weighted average of the Net Rates for the Sub-Loan Group II-4 Mortgage
Loans on the applicable Uncertificated Principal Balance outstanding immediately before such
Distribution Date.
(5) Component I of the Class R Certificates will not bear interest.
(ii) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the Group III Mortgage Loans and certain other related assets
subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC II." Component II of the Class R Certificates will represent the sole
Class of "residual interests" in REMIC II for purposes of the REMIC Provisions (as defined herein) under
federal income tax law. The following table irrevocably sets forth the designation, Uncertificated
Pass-Through Rate and initial Uncertificated Principal Balance for each of the "regular interests" in
REMIC II and the designation and Certificate Principal Balance of the Class R Certificates allocable to
Component II of the Class R Certificates. None of the REMIC II Regular Interests will be certificated.
Initial
Class Designation for each REMIC Type of Uncertificated Uncertificated Assumed Final
II Interest Interest Pass-Through Rate Principal Balance Distribution Date*
------------------------------------ ------------- --------------------- ---------------------- ----------------------
Y-1 Regular Variable(1) $134,405.20 May 2036
Y-2 Regular Variable(2) $62,857.67 May 2036
Y-3 Regular Variable(3) $46,321.05 May 2036
Y-4 Regular Variable (4) $72,024.85 May 2036
Y-5 Regular Variable(5) $85,081.17 May 2036
Y-6 Regular Variable(6) $99,868.41 May 2036
Z-1 Regular Variable(1) $268,676,101.25 May 2036
Z-2 Regular Variable(2) $125,652,491.46 May 2036
Z-3 Regular Variable (3) $92,595,822.02 May 2036
Z-4 Regular Variable(4) $143,977,666.82 May 2036
Z-5 Regular Variable(5) $170,077,332.14 May 2036
Z-6 Regular Variable(6) $199,636,950.13 May 2036
Component II of the Class R
Certificates Residual (7) $0 May 2036
_______________________
* The Distribution Date in the specified month, which is the month following the month the latest
maturing Mortgage Loan in the related Sub-Loan Group matures. For federal income tax purposes, for
each REMIC II Regular Interest, the "latest possible maturity date" shall be the Assumed Final
Distribution Date.
(1) Interest distributed to REMIC II Regular Interests Y-1 and Z-1 on each Distribution Date will have
accrued at the weighted average of the Net Rates for the Sub-Loan Group III-1 Mortgage Loans on the
applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(2) Interest distributed to REMIC II Regular Interests Y-2 and Z-2 on each Distribution Date will
have accrued at the weighted average of the Net Rates for the Sub-Loan Group III-2 Mortgage Loans
on the applicable Uncertificated Principal Balance outstanding immediately before such Distribution
Date.
(3) Interest distributed to REMIC II Regular Interests Y-3 and Z-3 on each Distribution Date will have
accrued at the weighted average of the Net Rates for the Sub-Loan Group III-3 Mortgage Loans on the
applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(4) Interest distributed to REMIC II Regular Interests Y-4 and Z-4 on each Distribution Date will have
accrued at the weighted average of the Net Rates for the Sub-Loan Group III-4 Mortgage Loans on the
applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(5) Interest distributed to REMIC II Regular Interests Y-5 and Z-5 on each Distribution Date will have
accrued at the weighted average of the Net Rates for the Sub-Loan Group III-5 Mortgage Loans on the
applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(6) Interest distributed to REMIC II Regular Interests Y-6 and Z-6 on each Distribution Date will have
accrued at the weighted average of the Net Rates for the Sub-Loan Group III-6 Mortgage Loans on the
applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(7) Component II of the Class R Certificates will not bear interest.
(iii) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the Group I Loans and certain other related assets subject to
this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC III." Component III of the Class R Certificates will represent the sole Class of
"residual interests" in REMIC III for purposes of the REMIC Provisions under federal income tax law. The
following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial
Uncertificated Principal Balance for each of the "regular interests" in REMIC III and the designation
and Certificate Principal Balance of the Class R Certificates allocable to Component III of the Class R
Certificates. None of the REMIC III Regular Interests will be certificated.
Initial
Class Designation for each REMIC Type of Uncertificated Uncertificated Assumed Final
III Interest Interest Pass-Through Rate Principal Balance Distribution Date*
------------------------------------ ------------- --------------------- ---------------------- ----------------------
LT1 Regular Variable(1) $921,083,293.36 May 2036
LT2 Regular Variable(1) $29,873.87 May 2036
LT3 Regular 0.00% 62,249.90 May 2036
LT4 Regular Variable(2) $62,249.90 May 2036
Component III of the Class R
Certificates Regular (3) $0 May 2036
______________________
* The Distribution Date in the specified month, which is the month following the month the latest
maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each
REMIC III Regular Interest, the "latest possible maturity date" shall be the Assumed Final
Distribution Date.
(1) REMIC III Regular Interests LT1 and LT2 will bear interest at a variable rate equal to the weighted
average of the Net Rates on the Group I Mortgage Loans.
(2) REMIC III Regular Interest LT4 will bear interest at a variable rate equal to twice the weighted
average of the Net Rates on the Group I Mortgage Loans.
(3) Component III of the Class R Certificates will not bear interest.
(iv) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the REMIC I Regular Interests and any proceeds thereof as a
REMIC for federal income tax purposes, and such segregated pool of assets will be designated as
"REMIC IV." Component IV of the Class R Certificates will represent the sole Class of "residual
interests" in REMIC IV for purposes of the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial
Uncertificated Principal Balance for each of the "regular interests" in REMIC IV and the designation and
Certificate Principal Balance of the Class R Certificates allocable to Component IV of the Class R
Certificates.
Class Designation for each Type of Initial Uncertificated Uncertificated Pass-Through
REMIC IV Interest Interest Principal Balance Rate
------------------------------------ ------------- --------------------- ---------------------- ----------------------
II-1A Regular $325,020,000 (1)
II-2A Regular $311,556,000 (2)
II-3A Regular $336,916,000 (3)
II-4A-1 Regular $40,066,000 (4)
II-4A-2 Regular $4,250,000 (4)
II-B-1 Regular $36,250,000 (5)
II-B-2 Regular $20,635,000 (5)
II-B-3 Regular $13,943,000 (5)
II-B-4 Regular $11,712,000 (5)
II-B-5 Regular $8,923,000 (5)
II-B-6 Regular $6,137,409 (5)
Component IV of the Class R Residual $0 (6)
Certificates
______________________
(1) REMIC IV Regular Interest II-1A will bear interest at a variable rate equal to the weighted average
of the Net Rates of the Sub-Loan Group II-1 Mortgage Loans.
(2) REMIC IV Regular Interest II-2A will bear interest at a variable rate equal to the weighted average
of the Net Rates of the Sub-Loan Group II-2 Mortgage Loans.
(3) REMIC IV Regular Interest II-3A will bear interest at a variable rate equal to the weighted average
of the Net Rates of the Sub-Loan Group II-3 Mortgage Loans.
(4) REMIC IV Regular Interests II-4A-1 and II-4A-2 will bear interest at a variable rate equal to the
weighted average of the Net Rates of the Sub-Loan Group II-4 Mortgage Loans.
(5) REMIC IV Regular Interests II-B-1, II-B-2, II-B-3, II-B-4, II-B-5 and II-B-6 will bear interest at
a variable rate equal to the weighted average of the weighted average of the Net Rates in each
related Sub-Loan Group weighted in proportion to the results of subtracting from the aggregate
principal balance of each related Sub-Loan Group, the Certificate Principal Balance of the related
Classes of Senior Certificates. For purposes of the REMIC Provisions, the foregoing rate will be
the weighted average of the Uncertificated Pass-through Rate for each of the REMIC I Y Regular
Interests.
(6) Component IV of the Class R Certificates will not bear interest.
(v) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the REMIC II Regular Interests and any proceeds thereof as a
REMIC for federal income tax purposes, and such segregated pool of assets will be designated as
"REMIC V." Component V of the Class R Certificates will represent the sole Class of "residual interests"
in REMIC V for purposes of the REMIC Provisions under federal income tax law. The following table
irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial Uncertificated
Principal Balance for each of the "regular interests" in REMIC V and the designation and Certificate
Principal Balance of the Class R Certificates allocable to Component V of the Class R Certificates.
Class Designation for each Initial Uncertificated Uncertificated
REMIC V Interest Type of Interest Principal Balance Pass-Through Rate
------------------------------------ ------------- --------------------- ---------------------- ----------------------
III-1A Regular $251,069,000 (1)
III-2A Regular $117,418,000 (2)
III-3A-1 Regular $80,413,000 (3)
III-3A-2 Regular $6,114,000 (3)
III-4A Regular $134,542,000 (4)
III-5A-1 Regular $147,700,000 (5)
III-5A-2 Regular $11,231,000 (5)
III-6A-1 Regular $166,580,000 (6)
III-6A-2 Regular $19,974,000 (6)
III-B-1 Regular $23,526,000 (7)
III-B-2 Regular $15,017,000 (7)
III-B-3 Regular $9,510,000 (7)
III-B-4 Regular $8,510,000 (7)
III-B-5 Regular $5,506,000 (7)
III-B-6 Regular $4,006,922 (7)
Component V of the Class R Residual $0 (8)
Certificates
______________________
(1) REMIC V Regular Interest III-1A will bear interest at a variable rate equal to the weighted average
of the Net Rates of the Sub-Loan Group III-1 Mortgage Loans.
(2) REMIC V Regular Interest III-2A will bear interest at a variable rate equal to the weighted average
of the Net Rates of the Sub-Loan Group III-2 Mortgage Loans.
(3) REMIC V Regular Interests III-3A-1 and III-3A-2 will bear interest at a variable rate equal to the
weighted average of the Net Rates of the Sub-Loan Group III-3 Mortgage Loans.
(4) REMIC V Regular Interest III-4A will bear interest at a variable rate equal to the weighted average
of the Net Rates of the Sub-Loan Group III-4 Mortgage Loans.
(5) REMIC V Regular Interests III-5A-1 and III-5A-2 will bear interest at a variable rate equal to the
weighted average of the Net Rates of the Sub-Loan Group III-5 Mortgage Loans.
(6) REMIC V Regular Interests III-6A-1 and III-6A-2 will bear interest at a variable rate equal to the
weighted average of the Net Rates of the Sub-Loan Group III-6 Mortgage Loans.
(7) REMIC V Regular Interests III-B-1, III-B-2, III-B-3, III-B-4, III-B-5 and III-B-6 will bear
interest at a variable rate equal to the weighted average of the weighted average of the Net
Rates in each related Sub-Loan Group weighted in proportion to the results of subtracting from the
aggregate principal balance of each related Sub-Loan Group, the Certificate Principal Balance of
the related Classes of Senior Certificates. For purposes of the REMIC Provisions, the foregoing
rate will be the weighted average of the Uncertificated Pass-through Rate for each of the REMIC II
Y Regular Interests.
(8) Component V of the Class R Certificates will not bear interest.
(vi) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of the REMIC III Regular Interests, REMIC IV Regular Interests and
REMIC V Regular Interests and any proceeds thereof as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC VI." Component VI of the Class R Certificates
will represent the sole Class of "residual interests" in REMIC VI for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the designation,
Uncertificated Pass-Through Rate (which is also the Pass-Through Rate for the Related Certificates) and
initial Uncertificated Principal Balance for each of the "regular interests" in REMIC VI, and the
designation and Certificate Principal Balance of the Class R Certificates allocable to Component VI of
the Class R Certificates.
Class Designation for Type of Initial Uncertifiated Unertificated Pass-Through
each REMIC VI Interest Interest Principal Balance Rate
------------------------------------ ------------- --------------------- ---------------------- ----------------------
Rate
I-A-1 Regular $733,766,000 (1)
I-A-2 Regular $92,124,000 (1)
II-1A-1 Regular $276,267,000 (2)
II-1A-2 Regular $48,753,000 (2)
II-1X-1 Regular $0 (3)
II-2A-1 Regular $281,681,000 (4)
II-2A-2 Regular $29,875,000 (4)
II-2X-1 Regular $0 (5)
II-3A-1 Regular $304,609,000 (6)
II-3A-2 Regular $32,307,000 (6)
II-3X-1 Regular $0 (7)
II-4A-1 Regular $40,066,000 (8)
II-4A-2 Regular $4,250,000 (8)
II-B-1 Regular $36,250,000 (9)
II-B-2 Regular $20,635,000 (9)
II-X-B1 Regular $0 (10)
II-X-B2 Regular $0 (11)
II-B-3 Regular $13,943,000 (12)
II-B-4 Regular $11,712,000 (12)
II-B-5 Regular $8,923,000 (12)
II-B-6 Regular $6,137,409 (12)
III-1A-1 Regular $233,328,000 (13)
III-1A-2 Regular $17,741,000 (13)
III-1X-1 Regular $0 (14)
III-2A-1 Regular $109,121,000 (15)
III-2A-2 Regular $8,297,000 (15)
III-2X-1 Regular $0 (16)
III-3A-1 Regular $80,413,000 (17)
III-3A-2 Regular $6,114,000 (17)
III-4A-1 Regular $125,035,000 (18)
III-4A-2 Regular $9,507,000 (18)
III-4X-1 Regular $0 (19)
III-5A-1 Regular $147,700,000 (20)
III-5A-2 Regular $11,231,000 (20)
III-6A-1 Regular $166,580,000 (21)
III-6A-2 Regular $19,974,000 (21)
III-B-1 Regular $23,526,000 (22)
III-B-2 Regular $15,017,000 (22)
III-B-3 Regular $9,510,000 (22)
III-B-4 Regular $8,510,000 (22)
III-B-5 Regular $5,506,000 (22)
III-B-6 Regular $4,006,922 (22)
I-M-1 Regular $40,074,000 (23)
I-M-2 Regular $19,346,000 (23)
I-B-1 Regular $12,897,000 (24)
I-B-2 Regular $4,606,000 (24)
I-B-3 Regular $5,527,000 (24)
I-XP Regular $0 (25)
II-XP Regular $0 (25)
B-IO-I and B-IO-P Regular $12,897,667 (26)
Component VI of the
Class R Certificates Residual $0 (27)
______________________
(1) REMIC VI Regular Interests I-A-1 and I-A-2 will bear interest at a variable rate equal to the least
of (i) One-Month LIBOR plus the related Margin, (ii) 11.50% and (iii) the related Net Rate Cap.
(2) On or prior to the Distribution Date in February 2011, REMIC VI Regular Interests II-1A-1 and
II-1A-2 will bear interest at a variable Pass Through Rate equal to the weighted average of the Net
Rates of the Sub-Loan Group II-1 Mortgage Loans minus 0.97477% per annum. After the Distribution
Date in February 2011, REMIC VI Regular Interests II-1A-1 and II-1A-2 will bear interest at a
variable Pass Through Rate equal to the weighted average of the Net Rates of the Sub-Loan Group
II-1 Mortgage Loans.
(3) On or prior to the Distribution Date in February 2011, REMIC VI Regular Interest II-1X-1 will bear
interest at a fixed Pass Through Rate equal to 0.97477% per annum based on a notional amount equal
to the Uncertificated Principal Balance of REMIC VI Regular Interests II-1A-1 and II-1A-2. After
the Distribution Date in February 2011, REMIC VI Regular Interest II-1X-1 will not bear any
interest.
(4) On or prior to the Distribution Date in February 2011, REMIC VI Regular Interests II-2A-1 and
II-2A-2 will bear interest at a variable Pass Through Rate equal to the weighted average of the Net
Rates of the Sub-Loan Group II-2 Mortgage Loans minus 0.40650% per annum. After the Distribution
Date in February 2011, REMIC VI Regular Interests II-2A-1 and II-2A-2 will bear interest at a
variable Pass Through Rate equal to the weighted average of the Net Rates of the Sub-Loan Group
II-2 Mortgage Loans.
(5) On or prior to the Distribution Date in February 2011, REMIC VI Regular Interest II-2X-1 will bear
interest at a fixed Pass Through Rate equal to 0.40650% per annum based on a notional amount equal
to the Uncertificated Principal Balance of REMIC VI Regular Interests II-2A-1 and II-2A-2. After
the Distribution Date in February 2011, REMIC VI Regular Interest II-2X-1 will not bear any
interest.
(6) On or prior to the Distribution Date in February 2011, REMIC VI Regular Interests II-3A-1 and
II-3A-2 will bear interest at a variable Pass Through Rate equal to the weighted average of the Net
Rates of the Sub-Loan Group II-3 Mortgage Loans minus 0.38896% per annum. After the Distribution
Date in February 2011, REMIC VI Regular Interests II-3A-1 and II-3A-2 will bear interest at a
variable Pass Through Rate equal to the weighted average of the Net Rates of the Sub-Loan Group
II-3 Mortgage Loans.
(7) On or prior to the Distribution Date in February 2011, REMIC VI Regular Interest II-3X-1 will
bear interest at a fixed Pass Through Rate equal to 0.38896% per annum based on a notional amount
equal to the Uncertificated Principal Balance of REMIC VI Regular Interests II-3A-1 and II-3A-2.
After the Distribution Date in February 2011, REMIC VI Regular Interest II-3X-1 will not bear any
interest.
(8) The Class II-4A-1 REMIC VI Regular Interest and the Class II-4A-2 REMIC VI Regular Interest will
bear interest at a variable rate equal to the weighted average of the Net Rates of the Sub-Loan
Group II-4 Mortgage Loans.
(9) REMIC VI Regular Interests II-B-1 and II-B-2 will bear interest at a variable rate equal to the
least of (i) One-Month LIBOR plus the related Margin, (ii) 10.50% and (iii) the related Net Rate
Cap.
(10) REMIC VI Regular Interest II-X-B1 will bear interest based on the notional amount and excess, if
any, of (i) the related Net Rate Cap over (ii) the lesser of (a) one-month LIBOR plus the Class
II-B-1 related Margin and (b) 10.50%.
(11) REMIC VI Regular Interest II-X-B2 will bear interest based on the notional amount and excess, if
any, of (i) the related Net Rate Cap over (ii) the lesser of (a) one-month LIBOR plus the Class
II-B-2 related Margin and (b) 10.50%.
(12) REMIC VI Regular Interests II-B-3, II-B-4, II-B-5 and II-B-6 will bear interest at a variable
rate equal to the weighted average of the Net Rate of the Mortgage Loans in Loan Group II weighted
in proportion to the results of subtracting from the aggregate principal balance of Loan Group II,
the Certificate Principal Balance of the related Classes of Senior Certificates. For federal
income tax purposes, the interest rate on each foregoing REMIC VI Regular Interest is equal to the
interest rate on the REMIC IV Regular Interest bearing the same alphanumeric class designation.
(13) On or prior to the Distribution Date in February 2011, REMIC VI Regular Interests III-1A-1 and
III-1A-2 will bear interest at a variable Pass Through Rate equal to the weighted average of the
Net Rates of the Sub-Loan Group III-1 Mortgage Loans minus 0.43830% per annum. After the
Distribution Date in February 2011, REMIC VI Regular Interests III-1A-1 and III-1A-2 will bear
interest at a variable Pass Through Rate equal to the weighted average of the Net Rates of the
Sub-Loan Group III-1 Mortgage Loans.
(14) On or prior to the Distribution Date in February 2011, REMIC VI Regular Interest III-1X-1 will bear
interest at a fixed Pass Through Rate equal to 0.43830% per annum based on a notional amount equal
to the Uncertificated Principal Balance of REMIC VI Regular Interests III-1A-1 and III-1A-2. After
the Distribution Date in February 2011, REMIC VI Regular Interest III-1X-1 will not bear any
interest.
(15) On or prior to the Distribution Date in February 2011, REMIC VI Regular Interests III-2A-1 and
III-2A-2 will bear interest at a variable Pass Through Rate equal to the weighted average of the
Net Rates of the Sub-Loan Group III-2 Mortgage Loans minus 1.00843% per annum. After the
Distribution Date in February 2011, REMIC VI Regular Interests III-2A-1 and III-2A-2 will bear
interest at a variable Pass Through Rate equal to the weighted average of the Net Rates of the
Sub-Loan Group III-2 Mortgage Loans.
(16) On or prior to the Distribution Date in February 2011, REMIC VI Regular Interest III-2X-1 will bear
interest at a fixed Pass Through Rate equal to 1.00843% per annum based on a notional amount equal
to the Uncertificated Principal Balance of REMIC VI Regular Interests III-2A-1 and III-2A-2. After
the Distribution Date in February 2011,REMIC VI Regular Interest III-2X-1 will not bear any
interest.
(17) REMIC VI Regular Interests III-3A-1 and III-3A-2 will bear interest at a variable rate equal to the
weighted average of the Net Rates of the Sub-Loan Group III-3 Mortgage Loans.
(18) On or prior to the Distribution Date in February 2011, REMIC VI Regular Interests III-4A-1 and
III-4A-2 will bear interest at a variable Pass Through Rate equal to the weighted average of the
Net Rates of the Sub-Loan Group III-4 Mortgage Loans minus 0.35747% per annum. After the
Distribution Date in February 2011, REMIC VI Regular Interests III-4A-1 and III-4A-2 will bear
interest at a variable Pass Through Rate equal to the weighted average of the Net Rates of the
Sub-Loan Group III-4 Mortgage Loans.
(19) On or prior to the Distribution Date in February 2011, REMIC VI Regular Interest III-4X-1 will bear
interest at a fixed Pass Through Rate equal to 0.35747% per annum based on a notional amount equal
to the Uncertificated Principal Balance of REMIC VI Regular Interests III-4A-1 and III-4A-2. After
the Distribution Date in February 2011, REMIC VI Regular Interest III-4X-1 will not bear any
interest.
(20) REMIC VI Regular Interests III-5A-1 and III-5A-2 will bear interest at a variable rate equal to the
weighted average of the Net Rates of the Sub-Loan Group III-5 Mortgage Loans.
(21) REMIC VI Regular Interests III-6A-1 and III-6A-2 will bear interest at a variable rate equal to the
weighted average of the Net Rates of the Sub-Loan Group III-6 Mortgage Loans.
(22) REMIC VI Regular Interests III-B-1, III-B-2, III-B-3, III-B-4, III-B-5 and III-B-6 will bear
interest at a variable rate equal to the weighted average of the Net Rate of the Mortgage Loans in
Loan Group III weighted in proportion to the results of subtracting from the aggregate principal
balance of Loan Group III, the Certificate Principal Balance of the related Classes of Senior
Certificates. For federal income tax purposes, the interest rate on each foregoing REMIC VI
Regular Interest is equal to the interest rate on the REMIC V Regular Interest bearing the same
alphanumeric class designation.
(23) REMIC VI Regular Interests I-M-1 and I-M-2 will bear interest at a rate equal to the least of (i)
One-Month LIBOR plus the related Margin, (ii) 11.50% and (iii) the related Net Rate Cap.
(24) REMIC VI Regular Interests I-B-1, I-B-2 and I-B-3 will bear interest at a rate equal to the least
of (i) One-Month LIBOR plus the related Margin, (ii) 11.50% and (iii) the related Net Rate Cap.
(25) The Class XP Certificates will not bear any interest. The Class XP Certificates will be entitled
to receive Prepayment Charges collected with respect to the Prepayment Charge Loans. The Class XP
Certificates will not represent an interest in any REMIC, they will instead represent an interest
in the Trust constituted by this Agreement that is a strip of Prepayment Charges associated with
the Prepayment Charge Loans.
(26) The Class B-IO Certificates will bear interest at a per annum rate equal to the Class B-IO
Pass-Through Rate on its Notional Amount. Amounts paid, or deemed paid, to the Class B-IO
Certificates shall be deemed to first be paid to REMIC VI Regular Interest B-IO-I in reduction of
accrued and unpaid interest thereon until such accrued and unpaid interest shall have been reduced
to zero and shall then be deemed paid to REMIC VI Regular Interest B-IO-P in reduction of the
principal balance thereof.
(27) Component VI of the Class R Certificates will not bear interest.
(vii) As provided herein, the REMIC Administrator will make an election to treat the
segregated pool of assets consisting of REMIC VI Regular Interests B-IO-I and B-IO-P and any proceeds
thereof as a REMIC for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC VII." The Class R-X Certificates will represent the sole Class of "residual
interests" in REMIC VII for purposes of the REMIC Provisions under federal income tax law. The
following table irrevocably sets forth the designation, Uncertificated Pass-Through Rate and initial
Uncertificated Principal Balance for the single "regular interest" in REMIC VII and the designation and
Certificate Principal Balance of the Class R-X Certificates.
Initial
Class Designation for each Type of Uncertificated Uncertificated
REMIC VII Interest Interest Principal Balance Pass-Through Rate
B-IO Regular $12,897,667 (1)
Class R-X Certificates Residual $0 (2)
(1) The Class B-IO Certificates will bear interest at a per annum rate equal to the Class B-IO
Pass-Through Rate on its Notional Amount. The REMIC VII Regular Interest will not have an
Uncertificated Pass-Through Rate, but will be entitled to 100% of all amounts distributed or deemed
distributed on REMIC VI Regular Interests B-IO-I and B-IO-P.
(2) The Class R-X Certificates will not bear interest.
(d) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity
date in the Trust Fund has been designated as the "latest possible maturity date" for the REMIC I
Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests, REMIC IV Regular Interests,
REMIC V Regular Interests, REMIC VI Regular Interests and REMIC VII Regular Interest and the
Certificates.
(e) With respect to each Distribution Date, each Class of Certificates shall accrue
interest during the related Interest Accrual Period. With respect to each Distribution Date and each
such Class of Certificates (other than the Residual Certificates or the Class B-IO Certificates),
interest shall be calculated, on the basis of a 360-day year and the actual number of days elapsed in
the related Interest Accrual Period, based upon the respective Pass-Through Rate set forth, or
determined as provided, above and the Certificate Principal Balance of such Class applicable to such
Distribution Date. With respect to each Distribution Date and the Class B-IO Certificates, interest
shall be calculated, on the basis of a 360-day year consisting of twelve 30-day months, based upon the
Pass-Through Rate set forth, or determined as provided, above and the Notional Amount of such Class
applicable to such Distribution Date.
(f) The Certificates shall be substantially in the forms set forth in Exhibits A-1, A-2,
A-3, A-4, A-5-1, A-5-2, A-6, A-7, A-8, A-9, A-10, A-11, A-12, A-13, A-14, A-15, A-16 and A-17. On
original issuance, the Securities Administrator shall sign, countersign and shall deliver them at the
direction of the Depositor. Pending the preparation of definitive Certificates of any Class, the
Securities Administrator may sign and countersign temporary Certificates that are printed, lithographed
or typewritten, in authorized denominations for Certificates of such Class, substantially of the tenor
of the definitive Certificates in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers or authorized signatories executing such
Certificates may determine, as evidenced by their execution of such Certificates. If temporary
Certificates are issued, the Depositor will cause definitive Certificates to be prepared without
unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall
be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the office
of the Securities Administrator, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Certificates, the Securities Administrator shall sign and countersign and deliver
in exchange therefor a like aggregate principal amount, in authorized denominations for such Class, of
definitive Certificates of the same Class. Until so exchanged, such temporary Certificates shall in all
respects be entitled to the same benefits as definitive Certificates.
(g) Each Class of Book-Entry Certificates will be registered as a single Certificate of
such Class held by a nominee of the Depository or the DTC Custodian, and beneficial interests will be
held by investors through the book-entry facilities of the Depository in minimum denominations of (i) in
the case of the Senior Certificates, $25,000 and in each case increments of $1.00 in excess thereof, and
(ii) in the case of the Offered Subordinate Certificates, $25,000 and increments of $1.00 in excess
thereof, except that one Certificate of each such Class may be issued in a different amount so that the
sum of the denominations of all outstanding Certificates of such Class shall equal the Certificate
Principal Balance of such Class on the Closing Date. On the Closing Date, the Securities Administrator
shall execute and countersign Physical Certificates all in an aggregate principal amount that shall
equal the Certificate Principal Balance of such Class on the Closing Date. The Group II Non-offered
Subordinate Certificates shall be issued in certificated fully-registered form in minimum dollar
denominations of $25,000 and integral multiples of $1.00 in excess thereof, except that one Group II
Non-offered Subordinate Certificate of each Class may be issued in a different amount so that the sum of
the denominations of all outstanding Private Certificates of such Class shall equal the Certificate
Principal Balance of such Class on the Closing Date. The Residual Certificates shall each be issued in
certificated fully-registered form with no denomination. Each Class of Global Certificates, if any,
shall be issued in fully registered form in minimum dollar denominations of $25,000 and integral
multiples of $1.00 in excess thereof, except that one Certificate of each Class may be in a different
denomination so that the sum of the denominations of all outstanding Certificates of such Class shall
equal the Certificate Principal Balance of such Class on the Closing Date. On the Closing Date, the
Securities Administrator shall execute and countersign (i) in the case of each Class of Offered
Certificates, the Certificate in the entire Certificate Principal Balance of the respective Class and
(ii) in the case of each Class of Private Certificates, Individual Certificates all in an aggregate
principal amount that shall equal the Certificate Principal Balance of each such respective Class on the
Closing Date. The Certificates referred to in clause (i) and if at any time there are to be Global
Certificates, the Global Certificates shall be delivered by the Depositor to the Depository or pursuant
to the Depository's instructions, shall be delivered by the Depositor on behalf of the Depository to and
deposited with the DTC Custodian. The Securities Administrator shall sign the Certificates by facsimile
or manual signature and countersign them by manual signature on behalf of the Securities Administrator
by one or more authorized signatories, each of whom shall be Responsible Officers of the Securities
Administrator or its agent. A Certificate bearing the manual and facsimile signatures of individuals
who were the authorized signatories of the Securities Administrator or its agent at the time of issuance
shall bind the Securities Administrator, notwithstanding that such individuals or any of them have
ceased to hold such positions prior to the delivery of such Certificate.
(h) No Certificate shall be entitled to any benefit under this Agreement, or be valid for
any purpose, unless there appears on such Certificate the manually executed countersignature of the
Securities Administrator or its agent, and such countersignature upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates issued on the Closing Date shall be dated the Closing Date. All
Certificates issued thereafter shall be dated the date of their countersignature.
(i) The Closing Date is hereby designated as the "startup" day of each 2006-3 REMIC within
the meaning of Section 860G(a)(9) of the Code.
(j) For federal income tax purposes, each 2006-3 REMIC shall have a tax year that is a
calendar year and shall report income on an accrual basis.
(k) The Securities Administrator on behalf of the Trustee shall cause each 2006-3 REMIC to
timely elect to be treated as a REMIC under Section 860D of the Code. Any inconsistencies or
ambiguities in this Agreement or in the administration of any Trust established hereby shall be resolved
in a manner that preserves the validity of such elections.
(l) The following legend shall be placed on the Residual Certificates, whether upon
original issuance or upon issuance of any other Certificate of any such Class in exchange therefor or
upon transfer thereof:
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE
PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE
SECURITIES ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY
STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH
IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR FREDDIE
MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT),
(B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN
FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE
TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX
IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE
CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE
COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE
PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE
FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO
PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH
TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION
OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH
PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH
HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
Section 5.02. Registration of Transfer and Exchange of Certificates. (a) The Securities
Administrator shall maintain at its Corporate Trust Office a Certificate Register in which, subject to
such reasonable regulations as it may prescribe, the Securities Administrator shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as herein provided.
(b) Subject to Section 5.01(a) and, in the case of any Global Certificate or Physical
Certificate upon the satisfaction of the conditions set forth below, upon surrender for registration of
transfer of any Certificate at any office or agency of the Securities Administrator maintained for such
purpose, the Securities Administrator shall sign, countersign and shall deliver, in the name of the
designated transferee or transferees, a new Certificate of a like Class and aggregate Fractional
Undivided Interest, but bearing a different number.
(c) By acceptance of a Private Certificate or a Residual Certificate, whether upon
original issuance or subsequent transfer, each holder of such Certificate acknowledges the restrictions
on the transfer of such Certificate set forth in the Securities Legend and agrees that it will transfer
such a Certificate only as provided herein. In addition to the provisions of Section 5.02(h), the
following restrictions shall apply with respect to the transfer and registration of transfer of an
Private Certificate or a Residual Certificate to a transferee that takes delivery in the form of an
Individual Certificate:
(i) The Securities Administrator shall register the transfer of an Individual
Certificate if the requested transfer is being made to a transferee who has provided the Securities
Administrator with a Rule 144A Certificate or comparable evidence as to its QIB status.
(ii) The Securities Administrator shall register the transfer of any Individual
Certificate if (x) the transferor has advised the Securities Administrator in writing that the
Certificate is being transferred to an Institutional Accredited Investor along with facts surrounding
the transfer as set forth in Exhibit F-3 hereto; and (y) prior to the transfer the transferee furnishes
to the Securities Administrator an Investment Letter (and the Securities Administrator shall be fully
protected in so doing), provided that, if based upon an Opinion of Counsel addressed to the Securities
Administrator to the effect that the delivery of (x) and (y) above are not sufficient to confirm that
the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and other applicable laws, the Securities
Administrator shall as a condition of the registration of any such transfer require the transferor to
furnish such other certifications, legal opinions or other information prior to registering the transfer
of an Individual Certificate as shall be set forth in such Opinion of Counsel.
(d) So long as a Global Certificate of such Class is outstanding and is held by or on
behalf of the Depository, transfers of beneficial interests in such Global Certificate, or transfers by
holders of Individual Certificates of such Class to transferees that take delivery in the form of
beneficial interests in the Global Certificate, may be made only in accordance with Section 5.02(h), the
rules of the Depository and the following:
(i) In the case of a beneficial interest in the Global Certificate being
transferred to an Institutional Accredited Investor, such transferee shall be required to take delivery
in the form of an Individual Certificate or Certificates and the Securities Administrator shall register
such transfer only upon compliance with the provisions of Section 5.02(c)(ii).
(ii) In the case of a beneficial interest in a Class of Global Certificates being
transferred to a transferee that takes delivery in the form of an Individual Certificate or Certificates
of such Class, except as set forth in clause (i) above, the Securities Administrator shall register such
transfer only upon compliance with the provisions of Section 5.02(c)(i).
(iii) In the case of an Individual Certificate of a Class being transferred to a
transferee that takes delivery in the form of a beneficial interest in a Global Certificate of such
Class, the Securities Administrator shall register such transfer if the transferee has provided the
Securities Administrator with a Rule 144A Certificate or comparable evidence as to its QIB status.
(iv) No restrictions shall apply with respect to the transfer or registration of
transfer of a beneficial interest in the Global Certificate of a Class to a transferee that takes
delivery in the form of a beneficial interest in the Global Certificate of such Class; provided that
each such transferee shall be deemed to have made such representations and warranties contained in the
Rule 144A Certificate as are sufficient to establish that it is a QIB.
(e) Subject to Section 5.02(h), an exchange of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate or Certificates of such Class, an exchange of an
Individual Certificate or Certificates of a Class for a beneficial interest in the Global Certificate of
such Class and an exchange of an Individual Certificate or Certificates of a Class for another
Individual Certificate or Certificates of such Class (in each case, whether or not such exchange is made
in anticipation of subsequent transfer, and, in the case of the Global Certificate of such Class, so
long as such Certificate is outstanding and is held by or on behalf of the Depository) may be made only
in accordance with Section 5.02(h), the rules of the Depository and the following:
(ii) A holder of a beneficial interest in a Global Certificate of a Class may at
any time exchange such beneficial interest for an Individual Certificate or Certificates of such Class.
(iii) A holder of an Individual Certificate or Certificates of a Class may exchange
such Certificate or Certificates for a beneficial interest in the Global Certificate of such Class if
such holder furnishes to the Securities Administrator a Rule 144A Certificate or comparable evidence as
to its QIB status.
(iv) A holder of an Individual Certificate of a Class may exchange such Certificate
for an equal aggregate principal amount of Individual Certificates of such Class in different authorized
denominations without any certification.
(f) (i) Upon acceptance for exchange or transfer of an Individual Certificate of a
Class for a beneficial interest in a Global Certificate of such Class as provided herein, the Securities
Administrator shall cancel such Individual Certificate and shall (or shall request the Depository to)
endorse on the schedule affixed to the applicable Global Certificate (or on a continuation of such
schedule affixed to the Global Certificate and made a part thereof) or otherwise make in its books and
records an appropriate notation evidencing the date of such exchange or transfer and an increase in the
certificate balance of the Global Certificate equal to the certificate balance of such Individual
Certificate exchanged or transferred therefor.
(ii) Upon acceptance for exchange or transfer of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate of such Class as provided herein, the Securities
Administrator shall (or shall request the Depository to) endorse on the schedule affixed to such Global
Certificate (or on a continuation of such schedule affixed to such Global Certificate and made a part
thereof) or otherwise make in its books and records an appropriate notation evidencing the date of such
exchange or transfer and a decrease in the certificate balance of such Global Certificate equal to the
certificate balance of such Individual Certificate issued in exchange therefor or upon transfer thereof.
(g) The Securities Legend shall be placed on any Individual Certificate issued in exchange
for or upon transfer of another Individual Certificate or of a beneficial interest in a Global
Certificate.
(h) Subject to the restrictions on transfer and exchange set forth in this Section 5.02,
the holder of any Individual Certificate may transfer or exchange the same in whole or in part (in an
initial certificate balance equal to the minimum authorized denomination set forth in Section 5.01(g) or
any integral multiple of $1.00 in excess thereof) by surrendering such Certificate at the Corporate
Trust Office of the Securities Administrator, or at the office of any transfer agent, together with an
executed instrument of assignment and transfer satisfactory in form and substance to the Securities
Administrator in the case of transfer and a written request for exchange in the case of exchange. The
holder of a beneficial interest in a Global Certificate may, subject to the rules and procedures of the
Depository, cause the Depository (or its nominee) to notify the Securities Administrator in writing of a
request for transfer or exchange of such beneficial interest for an Individual Certificate or
Certificates. Following a proper request for transfer or exchange, the Securities Administrator shall,
within five Business Days of such request made at the Corporate Trust Office of the Securities
Administrator, sign, countersign and deliver at the Corporate Trust Office of the Securities
Administrator, to the transferee (in the case of transfer) or holder (in the case of exchange) or send
by first class mail at the risk of the transferee (in the case of transfer) or holder (in the case of
exchange) to such address as the transferee or holder, as applicable, may request, an Individual
Certificate or Certificates, as the case may require, for a like aggregate Fractional Undivided Interest
and in such authorized denomination or denominations as may be requested. The presentation for transfer
or exchange of any Individual Certificate shall not be valid unless made at the Corporate Trust Office
of the Securities Administrator by the registered holder in person, or by a duly authorized
attorney-in-fact.
(i) At the option of the Certificateholders, Certificates may be exchanged for other
Certificates of authorized denominations of a like Class and aggregate Fractional Undivided Interest,
upon surrender of the Certificates to be exchanged at the Corporate Trust Office of the Securities
Administrator; provided, however, that no Certificate may be exchanged for new Certificates unless the
original Fractional Undivided Interest represented by each such new Certificate (i) is at least equal to
the minimum authorized denomination or (ii) is acceptable to the Depositor as indicated to the
Securities Administrator in writing. Whenever any Certificates are so surrendered for exchange, the
Securities Administrator shall sign and countersign and the Securities Administrator shall deliver the
Certificates which the Certificateholder making the exchange is entitled to receive.
(j) If the Securities Administrator so requires, every Certificate presented or
surrendered for transfer or exchange shall be duly endorsed by, or be accompanied by a written
instrument of transfer, with a signature guarantee, in form satisfactory to the Securities
Administrator, duly executed by the holder thereof or his or her attorney duly authorized in writing.
(k) No service charge shall be made for any transfer or exchange of Certificates, but the
Securities Administrator may require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.
(l) The Securities Administrator shall cancel all Certificates surrendered for transfer or
exchange but shall retain such Certificates in accordance with its standard retention policy or for such
further time as is required by the record retention requirements of the Exchange Act, and thereafter may
destroy such Certificates.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated
Certificate is surrendered to the Securities Administrator, or the Securities Administrator receives
evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is
delivered to the Securities Administrator such security or indemnity as it may require to save it
harmless, and (iii) the Securities Administrator has not received notice that such Certificate has been
acquired by a third Person, the Securities Administrator shall sign, countersign and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of like tenor and Fractional Undivided Interest but in each case bearing a different number. The
mutilated, destroyed, lost or stolen Certificate shall thereupon be canceled of record by the Securities
Administrator and shall be of no further effect and evidence no rights.
(b) Upon the issuance of any new Certificate under this Section 5.03, the Securities
Administrator may require the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the fees and expenses of the
Securities Administrator) connected therewith. Any duplicate Certificate issued pursuant to this
Section 5.03 shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if
originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners. Prior to due presentation of a Certificate for
registration of transfer, the Depositor, the Securities Administrator and any agent of the Depositor or
the Securities Administrator may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions pursuant to Section 6.01 and for
all other purposes whatsoever. Neither the Depositor, the Securities Administrator nor any agent of the
Depositor or the Securities Administrator shall be affected by notice to the contrary. No Certificate
shall be deemed duly presented for a transfer effective on any Record Date unless the Certificate to be
transferred is presented no later than the close of business on the third Business Day preceding such
Record Date.
Section 5.05. Transfer Restrictions on Residual Certificates. (a) Residual Certificates, or
interests therein, may not be transferred without the prior express written consent of the Tax Matters
Person and the Sponsor, which cannot be unreasonably withheld. As a prerequisite to such consent, the
proposed transferee must provide the Tax Matters Person, the Sponsor and the Securities Administrator
with an affidavit that the proposed transferee is a Permitted Transferee (and an affidavit that it is a
U.S. Person, unless, in the case of a Class R Certificate only, the Tax Matters Person and the Sponsor
consent to the transfer to a person who is not a U.S. Person) as provided in Section 5.05(b).
(b) No transfer, sale or other disposition of a Residual Certificate (including a
beneficial interest therein) may be made unless, prior to the transfer, sale or other disposition of a
Residual Certificate, the proposed transferee (including the initial purchasers thereof) delivers to the
Tax Matters Person, the Securities Administrator and the Depositor an affidavit in the form attached
hereto as Exhibit E stating, among other things, that as of the date of such transfer (i) such
transferee is a Permitted Transferee and that (ii) such transferee is not acquiring such Residual
Certificate for the account of any person who is not a Permitted Transferee. The Tax Matters Person
shall not consent to a transfer of a Residual Certificate if it has actual knowledge that any statement
made in the affidavit issued pursuant to the preceding sentence is not true. Notwithstanding any
transfer, sale or other disposition of a Residual Certificate to any Person who is not a Permitted
Transferee, such transfer, sale or other disposition shall be deemed to be of no legal force or effect
whatsoever and such Person shall not be deemed to be a Holder of a Residual Certificate for any purpose
hereunder, including, but not limited to, the receipt of distributions thereon. If any purported
transfer shall be in violation of the provisions of this Section 5.05(b), then the prior Holder thereof
shall, upon discovery that the transfer of such Residual Certificate was not in fact permitted by this
Section 5.05(b), be restored to all rights as a Holder thereof retroactive to the date of the purported
transfer. None of the Securities Administrator, the Tax Matters Person or the Depositor shall be under
any liability to any Person for any registration or transfer of a Residual Certificate that is not
permitted by this Section 5.05(b) or for making payments due on such Residual Certificate to the
purported Holder thereof or taking any other action with respect to such purported Holder under the
provisions of this Agreement so long as the written affidavit referred to above was received with
respect to such transfer, and the Tax Matters Person, the Securities Administrator and the Depositor, as
applicable, had no knowledge that it was untrue. The prior Holder shall be entitled to recover from any
purported Holder of a Residual Certificate that was in fact not a permitted transferee under this
Section 5.05(b) at the time it became a Holder all payments made on such Residual Certificate. Each
Holder of a Residual Certificate, by acceptance thereof, shall be deemed for all purposes to have
consented to the provisions of this Section 5.05(b) and to any amendment of this Agreement deemed
necessary (whether as a result of new legislation or otherwise) by counsel of the Tax Matters Person or
the Depositor to ensure that the Residual Certificates are not transferred to any Person who is not a
Permitted Transferee and that any transfer of such Residual Certificates will not cause the imposition
of a tax upon the Trust or cause any 2006-3 REMIC to fail to qualify as a REMIC.
(c) The Class R-X Certificates (including a beneficial interest therein) and, unless the
Tax Matters Person shall have consented in writing (which consent may be withheld in the Tax Matters
Person's sole discretion), the Class R Certificates (including a beneficial interest therein), may not
be purchased by or transferred to any person who is not a United States Person.
(d) By accepting a Residual Certificate, the purchaser thereof agrees to be a Tax Matters
Person if it is the Holder of the largest percentage interest of such Certificate, and appoints the
Securities Administrator to act as its agent with respect to all matters concerning the tax obligations
of the Trust.
Section 5.06. Restrictions on Transferability of Certificates. (a) No offer, sale, transfer
or other disposition (including pledge) of any Certificate shall be made by any Holder thereof unless
registered under the Securities Act, or an exemption from the registration requirements of the
Securities Act and any applicable state securities or "Blue Sky" laws is available. Except with respect
to (i) the initial transfer of the Class XP Certificates or Class R-X Certificate on the Closing Date,
(ii) the transfer of any Class of Certificates including the Class R-X Certificate to any NIM Issuer or
any NIM Trustee, or (iii) a transfer of the Class XP Certificates or Class R-X Certificate to the
Depositor or any Affiliate of the Depositor, in the event that a transfer of a Certificate which is a
Physical Certificate is to be made in reliance upon an exemption from the Securities Act and applicable
state securities laws, in order to assure compliance with the Securities Act and such laws, and the
prospective transferee (other than the Depositor) of such Certificate signs and delivers to the
Securities Administrator an Investment Letter, if the transferee is an Institutional Accredited
Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is
a QIB, in the form set forth as Exhibit F-2 hereto. Notwithstanding the provisions of the immediately
preceding sentence, no restrictions shall apply with respect to the transfer or registration of transfer
of a beneficial interest in any Certificate that is a Global Certificate of a Class to a transferee that
takes delivery in the form of a beneficial interest in the Global Certificate of such Class provided
that each such transferee shall be deemed to have made such representations and warranties contained in
the Rule 144A Certificate as are sufficient to establish that it is a QIB. In the case of a proposed
transfer of any Certificate to a transferee other than a QIB, the Securities Administrator may require
an Opinion of Counsel addressed to the Securities Administrator that such transaction is exempt from the
registration requirements of the Securities Act. The cost of such opinion shall not be an expense of
the Securities Administrator or the Trust Fund.
(b) The Private Certificates shall each bear a Securities Legend.
Section 5.07. ERISA Restrictions. (a) Subject to the provisions of subsection (b), no
Residual Certificates or Private Certificates may be acquired directly or indirectly by, or on behalf
of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA or
Section 4975 of the Code (a "Plan"), or by a person using "plan assets" of a Plan, unless the proposed
transferee provides the Securities Administrator, with an Opinion of Counsel addressed to the Master
Servicer, the Trustee and the Securities Administrator (upon which they may rely) that is satisfactory
to the Securities Administrator, which opinion will not be at the expense of the Master Servicer, the
Trustee or the Securities Administrator, that the purchase of such Certificates by or on behalf of such
Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master
Servicer, the Trustee or the Securities Administrator to any obligation in addition to those undertaken
in the Agreement.
(b) Unless such Person has provided an Opinion of Counsel in accordance with Section
5.07(a), any Person acquiring an interest in a Global Certificate which is a Private Certificate, by
acquisition of such Certificate, shall be deemed to have represented to the Securities Administrator,
and any Person acquiring an interest in a Private Certificate in definitive form shall represent in
writing to the Securities Administrator, that it is not acquiring an interest in such Certificate
directly or indirectly by, or on behalf of, or with "plan assets" of, an employee benefit plan or other
retirement arrangement which is subject to Title I of ERISA and/or Section 4975 of the Code.
(c) Each beneficial owner of a Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2, Class
II-B-1, Class II-B-2, Class II-B-3, Class II-X-B1, Class II-X-B2, Class III-B-1, Class III-B-2 or Class
III-B-3 Certificate or any interest therein shall be deemed to have represented, by virtue of its
acquisition or holding of that certificate or interest therein, that either (i) such Certificate is
rated at least "BBB-" or its equivalent by Fitch, S&P or Moody's, (ii) such beneficial owner is not a
Plan or investing with "plan assets" of any Plan, or (iii) (1) it is an insurance company, (2) the
source of funds used to acquire or hold the certificate or interest therein is an "insurance company
general account," as such term is defined in Prohibited Transaction Class Exemption ("PTCE") 95-60, and
(3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.
(d) Neither the Master Servicer nor the Securities Administrator will be required to
monitor, determine or inquire as to compliance with the transfer restrictions with respect to the Global
Certificates. Any attempted or purported transfer of any Certificate in violation of the provisions of
Sections (a), (b) or (c) above shall be void ab initio and such Certificate shall be considered to have
been held continuously by the prior permitted Certificateholder. Any transferor of any Certificate in
violation of such provisions, shall indemnify and hold harmless the Securities Administrator and the
Master Servicer from and against any and all liabilities, claims, costs or expenses incurred by the
Securities Administrator or the Master Servicer as a result of such attempted or purported transfer.
The Securities Administrator shall have no liability for transfer of any such Global Certificates in or
through book-entry facilities of any Depository or between or among Depository Participants or
Certificate Owners made in violation of the transfer restrictions set forth herein.
Section 5.08. Rule 144A Information. For so long as any Private Certificates are
outstanding, (1) the Sponsor will provide or cause to be provided to any holder of such Private
Certificates and any prospective purchaser thereof designated by such a holder, upon the request of such
holder or prospective purchaser, the information required to be provided to such holder or prospective
purchaser by Rule 144A(d)(4) under the Securities Act; and (2) the Sponsor shall update such information
from time to time in order to prevent such information from becoming false and misleading and will take
such other actions as are necessary to ensure that the safe harbor exemption from the registration
requirements of the Securities Act under Rule 144A is and will be available for resales of such Private
Certificates conducted in accordance with Rule 144A.
ARTICLE VI
Payments to Certificateholders
Section 6.01. Distributions on the Group I Certificates. (a) On each Distribution Date,
with respect to Loan Group I, an amount equal to the Interest Funds and Principal Funds for such
Distribution Date shall be withdrawn by the Securities Administrator from the Distribution Account in
respect of Loan Group I to the extent of funds on deposit therein and distributed in the following order
of priority:
First, Interest Funds will be distributed, in the following manner and order of priority:
1. From Interest Funds, to the Class I-A-1 Certificates and Class I-A-2
Certificates, the Current Interest and then any Interest Carry Forward Amount for each such
Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due each such
Class;
2. From remaining Interest Funds, to the Class I-M-1, Class I-M-2, Class I-B-1,
Class I-B-2 and Class I-B-3 Certificates, sequentially, in that order, the Current Interest for
each such Class;
3. Any Excess Spread, to the extent necessary to cause the Overcollateralization
Amount to equal to the Overcollateralization Target Amount, will be the Extra Principal
Distribution Amount and will be included as part of the Principal Distribution Amount and
distributed in accordance with second (A) and (B) below; and
4. Any Remaining Excess Spread will be applied, together with the
Overcollateralization Release Amount, as Excess Cashflow pursuant to clauses Third through
Thirteenth below.
On any Distribution Date, any shortfalls resulting from the application of the Relief Act and
any Prepayment Interest Shortfalls to the extent not covered by Compensating Interest Payments will be
allocated as set forth in the definition of Current Interest herein.
Second, to pay as principal on the Certificates entitled to payments of principal, in the
following order of priority:
(A) For each Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger
Event is in effect, from Principal Funds and the Extra Principal Distribution Amount for such
Distribution Date:
1. To the Class I-A-1 Certificates and Class I-A-2 Certificates, an amount equal
to the Principal Distribution Amount will be distributed pro rata between the Class I-A-1
Certificates and the Class I-A-2 Certificates, in accordance with their respective Certificate
Principal Balances, until the Certificate Principal Balance of each such Class is reduced to
zero;
2. To the Class I-M-1 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero;
3. To the Class I-M-2 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero;
4. To the Class I-B-1 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero;
5. To the Class I-B-2 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero; and
6. To the Class I-B-3 Certificates, any remaining Principal Distribution Amount
until the Certificate Principal Balance thereof is reduced to zero.
(B) For each Distribution Date on or after the Stepdown Date, so long as a Trigger Event
is not in effect, from Principal Funds and the Extra Principal Distribution Amount for such
Distribution Date:
1. To the Class I-A-1 Certificates and Class I-A-2 Certificates, from the
Principal Distribution Amount, an amount equal to the Class I-A Principal Distribution Amount
will be distributed pro rata between the Class I-A-1 Certificates and the Class I-A-2
Certificates in accordance with their respective Certificate Principal Balances until the
Certificate Principal Balance of each such Class is reduced to zero;
2. To the Class I-M-1 Certificates, from any remaining Principal Distribution
Amount, the Class I-M-1 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero;
3. To the Class I-M-2 Certificates, from any remaining Principal Distribution
Amount, the Class I-M-2 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero;
4. To the Class I-B-1 Certificates, from any remaining Principal Distribution
Amount, the Class I-B-1 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero;
5. To the Class I-B-2 Certificates, from any remaining Principal Distribution
Amount, the Class I-B-2 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero; and
6. To the Class I-B-3 Certificates, from any remaining Principal Distribution
Amount, the Class I-B-3 Principal Distribution Amount, until the Certificate Principal Balance
thereof is reduced to zero.
Third, from any remaining Excess Cashflow, the following amounts to each Class of Class I-A
Certificates, on a pro rata basis in accordance with the respective amounts owed to each such Class: (a)
any Interest Carry Forward Amount to the extent not paid pursuant to clause First 1 above and then (b)
any Unpaid Realized Loss Amount, in each case for each such Class for such Distribution Date;
Fourth, from any remaining Excess Cashflow, the following amounts to the Class I-M-1
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Fifth, from any remaining Excess Cashflow, the following amounts to the Class I-M-2
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Sixth, from any remaining Excess Cashflow, the following amounts to the Class I-B-1
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Seventh, from any remaining Excess Cashflow, the following amounts to the Class I-B-2
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Eighth, from any remaining Excess Cashflow, the following amounts to the Class I-B-3
Certificates: (a) any Interest Carry Forward Amount and then (b) any Unpaid Realized Loss Amount, in
each case for such Class for such Distribution Date;
Ninth, from any remaining Excess Cashflow, to each Class of Class I-A Certificates, any Basis
Risk Shortfall Carryforward Amount (remaining unpaid after payments are made under the related Cap
Contracts) for each such Class for such Distribution Date, pro rata, based on the Basis Risk Shortfall
and Basis Risk Shortfall Carry Forward Amount owed to each such Class;
Tenth, from any remaining Excess Cashflow, to the Class I-M-1, Class I-M-2, Class I-B-1, Class
I-B-2 and Class I-B-3 Certificates, in that order, any Basis Risk Shortfall Carryforward Amount
(remaining unpaid after payments are made under the related Cap Contracts), in each case for such Class
for such Distribution Date;
Eleventh, from any remaining Excess Cashflow, to the Class B-IO Certificates, the Class B-IO
Distribution Amount for such Distribution Date;
Twelfth, from any remaining Excess Cashflow, to the Class B-IO Certificates, any unreimbursed
Class B-IO Advances; and
Thirteenth, any remaining amounts to the Class R Certificates.
All payments of amounts in respect of Basis Risk Shortfalls or Basis Risk Shortfall
Carryforward Amounts made pursuant to the provisions of this paragraph (a) shall, for federal income tax
purposes, be deemed to have been distributed from REMIC VII to the holders of the Class B-IO
Certificates, and then paid outside of any 2006-3 REMIC to the recipients thereof pursuant to an
interest rate cap contract. By accepting their Certificates the holders of the Certificates agree so to
treat such payments for purposes of filing their income tax returns.
(b) On each Distribution Date, the related Cap Contract Payment Amount with respect to
such Payment Date shall be distributed in the following order of priority, in each case to the extent of
amounts available:
(i) first, to the holders of the related Class or Classes of Certificates, the
payment of any Basis Risk Shortfall Carry Forward Amount for such Distribution Date;
(ii) second, from any remaining amounts, the payment of an amount equal to any
Current Interest and Interest Carry Forward Amount for the related Class or Classes of Certificates to
the extent not covered by Interest Funds or Excess Cashflow on such Distribution Date;
(iii) third, from any remaining amounts, available from the Cap Contracts relating
to the Class I-A Certificates, to the Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2 and Class I-B-3
Certificates, in that order, to the extent not paid pursuant to clauses (i) or (ii) above; and
(iv) fourth, to the Class B-IO Certificates, any remaining amount.
On each Distribution Date, amounts on deposit in the Reserve Fund held for the benefit of the
Group I Offered Certificates and the Class I-B-3 Certificates will be allocated first to the Class I-A
Certificates, pro rata, based on the current Realized Losses and any Unpaid Realized Loss Amount for
each such Class for such Distribution Date, and then to the Class I-M-1, Class I-M-2, Class I-B-1, Class
I-B-2 and Class I-B-3 Certificates, in that order, to pay any current Realized Losses and any Unpaid
Realized Loss Amount, in each case, for such Class and for such Distribution Date to the extent not
covered by Excess Cashflow on such Distribution Date.
All Cap Contract Payment Amounts made with respect to Current Interest and Interest Carry
Forward Amounts will be treated, for federal income tax purposes, as reimburseable advances ("Class B-IOAdvances") made from the holder of the Class B-IO Certificates. Such Class B-IO Advances will be paid
back to the holder of the Class B-IO Certificate pursuant to Section 6.01(a).
(c) On each Distribution Date, all amounts transferred from the Class XP Reserve Account
representing Prepayment Charges in respect of the Prepayment Charge Loans with respect to the Group I
Mortgage Loans received during the related Prepayment Period will be withdrawn from the Distribution
Account and distributed by the Securities Administrator to the Holders of the Class I-XP Certificates
and shall not be available for distribution to the Holders of any other Class of Certificates.
(d) The expenses and fees of the Trust shall be paid by each of the 2006-3 REMICs, to the
extent that such expenses relate to the assets of each of such respective 2006-3 REMICs, and all other
expenses and fees of the Trust shall be paid pro rata by each of the 2006-3 REMICs.
Section 6.02. Distributions on the Group II Certificates and the Group III Certificates.
(a) Interest and principal (as applicable) on the Group II Certificates of each Certificate Group will be
distributed by the Securities Administrator monthly on each Distribution Date, commencing in May 2006,
in an amount equal to the Available Funds for the related Sub-Loan Group on deposit in the Distribution
Account in respect of each Sub-Loan Group in Loan Group II for such Distribution Date. On each
Distribution Date, the Available Funds for each Sub-Loan Group in Loan Group II on deposit in the
Distribution Account shall be distributed as follows:
(A) on each Distribution Date, the Available Funds for Sub-Loan Group II-1 will be
distributed to the Class II-1A-1, Class II-1A-2 and Class II-1X-1 Certificates as follows:
first, to the Class II-1A-1, Class II-1A-2 and Class II-1X-1 Certificates, the Accrued
Certificate Interest on such Classes for such Distribution Date, pro rata, based on
the Accrued Certificate Interest owed to each such Class;
second, to the Class II-1A-1, Class II-1A-2 and Class II-1X-1 Certificates, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, pro rata, based on the undistributed Accrued Certificate Interest
owed to each such Class, to the extent of remaining Available Funds for Sub-Loan Group
II-1; and
third, to the Class II-1A-1 Certificates and the Class II-1A-2 Certificates, in
reduction of the Certificate Principal Balance of each such Class, the Senior Optimal
Principal Amount with respect to the Sub-Loan Group II-1 Certificates for such
Distribution Date, pro rata, based on the Certificate Principal Balance of each such
Class, to the extent of remaining Available Funds for Sub-Loan Group II-1, until the
Certificate Principal Balance of each such Class has been reduced to zero.
(B) on each Distribution Date, the Available Funds for Sub-Loan Group II-2 will be
distributed to the Class II-2A-1, Class II-2A-2 and Class II-2X-1 Certificates as follows:
first, to the Class II-2A-1, Class II-2A-2 and Class II-2X-1 Certificates, the Accrued
Certificate Interest on such Classes for such Distribution Date, pro rata, based on
the Accrued Certificate Interest owed to each such Class;
second, to the Class II-2A-1, Class II-2A-2 and Class II-2X-1 Certificates, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, pro rata, based on the undistributed Accrued Certificate Interest
owed to each such Class, to the extent of remaining Available Funds for Sub-Loan Group
II-2; and
third, to the Class II-2A-1 Certificates and the Class II-2A-2 Certificates, in
reduction of the Certificate Principal Balance of each such Class, the Senior Optimal
Principal Amount with respect to the Sub-Loan Group II-2 Certificates for such
Distribution Date, pro rata, based on the Certificate Principal Balance of each such
Class, to the extent of remaining Available Funds for Sub-Loan Group II-2, until the
Certificate Principal Balance of each such Class has been reduced to zero.
(C) on each Distribution Date, the Available Funds for Sub-Loan Group II-3 will be
distributed to the Class II-3A-1, Class II-3A-2 and Class II-3X-1 Certificates as follows:
first, to the Class II-3A-1, Class II-3A-2 and Class II-3X-1 Certificates, the Accrued
Certificate Interest on such Classes for such Distribution Date, pro rata, based on
the Accrued Certificate Interest owed to each such Class;
second, to the Class II-3A-1, Class II-3A-2 and Class II-3X-1 Certificates, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, pro rata, based on the undistributed Accrued Certificate Interest
owed to each such Class, to the extent of remaining Available Funds for Sub-Loan Group
II-3; and
third, to the Class II-3A-1 Certificates and the Class II-3A-2 Certificates, in
reduction of the Certificate Principal Balance of each such Class, the Senior Optimal
Principal Amount with respect to the Sub-Loan Group II-3 Certificates for such
Distribution Date, pro rata, based on the Certificate Principal Balance of each such
Class, to the extent of remaining Available Funds for Sub-Loan Group II-3, until the
Certificate Principal Balance of each such Class has been reduced to zero.
(D) on each Distribution Date, the Available Funds for Sub-Loan Group II-4 will be
distributed to the Class II-4A-1 Certificates and the Class II-4A-2 Certificates as follows:
first, to the Class II-4A-1 Certificates and the Class II-4A-2 Certificates, the
Accrued Certificate Interest on such Classes for such Distribution Date, pro rata,
based on the Accrued Certificate Interest owed to each such Class;
second, to the Class II-4A-1 Certificates and the Class II-4A-2 Certificates, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, pro rata, based on the undistributed Accrued Certificate Interest
owed to each such Class, to the extent of remaining Available Funds for Sub-Loan Group
II-4; and
third, to the Class II-4A-1 Certificates and the Class II-4A-2 Certificates, in
reduction of the Certificate Principal Balance of each such Class, the Senior Optimal
Principal Amount with respect to the Sub-Loan Group II-4 Certificates for such
Distribution Date, pro rata, based on the Certificate Principal Balance of each such
Class, to the extent of remaining Available Funds for Sub-Loan Group II-4, until the
Certificate Principal Balance of each such Class has been reduced to zero.
(E) Except as provided in clauses (F) and (G) below, on each Distribution Date on or prior
to the Group II Cross-Over Date, an amount equal to the sum of any remaining Available Funds
for all Loan Groups in Loan Group II after the distributions in clauses (A) through (F) above
will be distributed sequentially, in the following order, to the Class II-B-1, Class II-B-2,
Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates, in each case up to an
amount equal to and in the following order:
(i) on each Distribution Date, the remaining Available Funds will be distributed to
the Class II-B-1 Certificates and the Class II-X-B1 Certificates as follows:
first, to the Class II-B-1 Certificates and the Class II-X-B1 Certificates, the
Accrued Certificate Interest on each such Class for such Distribution Date, pro
rata, based on the Accrued Certificate Interest owed to each such Class;
second, to the Class II-B-1 Certificates, any Carry Forward Shortfall Amounts due
to such Class II-B-1 Certificates (in accordance with paragraph (J) below) to the
extent such amount was deducted from the Accrued Certificate Interest on the Class
II-X-B1 Certificates for such Distribution Date;
third, to the Class II-B-1 Certificates and Class II-X-B1 Certificates, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, pro rata, based on the undistributed Accrued Certificate
Interest owed to each Class, to the extent of remaining Available Funds;
fourth, to the Class II-B-1 Certificates its Allocable Share for such Distribution
Date to the extent of the remaining Available Funds for all Sub-Loan Groups in
Loan Group II;
(ii)on each Distribution Date, the remaining Available Funds will be distributed to
the Class II-B-2 Certificates and the Class II-X-B2 Certificates as follows:
first, to the Class II-B-2 Certificates and the Class II-X-B2 Certificates, the
Accrued Certificate Interest on each such Class for such Distribution Date, pro
rata, based on the Accrued Certificate Interest owed to each such Class;
second, to the Class II-B-2 Certificates, any Carry Forward Shortfall Amounts due
to such Class II-B-2 Certificates (in accordance with paragraph (J) below) to the
extent such amount was deducted from the Accrued Certificate Interest on the Class
II-X-B2 Certificates for such Distribution Date;
third, to the Class II-B-2 Certificates and Class II-X-B2 Certificates, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, pro rata, based on the undistributed Accrued Certificate
Interest owed to each Class, to the extent of remaining Available Funds;
fourth, to the Class II-B-2 Certificates its Allocable Share for such Distribution
Date to the extent of the remaining Available Funds for all Sub-Loan Groups in
Loan Group II;
(iii) on each Distribution Date, the remaining Available Funds will be distributed
to the Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates, in each
case up to an amount equal to and in the following order: (a) the Accrued Certificate
Interest thereon for such Distribution Date, (b) any Accrued Certificate Interest
thereon remaining undistributed from previous Distribution Dates and (c) such Class's
Allocable Share for such Distribution Date, in each case, to the extent of remaining
Available Funds for all Sub-Loan Groups in Loan Group II.
(G) On each Distribution Date prior to the Group II Cross-Over Date, but after the
reduction of the aggregate Certificate Principal Balance of the Group II Senior Certificates in
any Certificate Group to zero, the remaining Certificate Groups related to the Group II
Mortgage Loans will be entitled to receive in reduction of their Certificate Principal
Balances, pro rata based upon aggregate Certificate Principal Balance of the Senior
Certificates in each Certificate Group related to the Group II Mortgage Loans immediately prior
to such Distribution Date, in addition to any Principal Prepayments related to such remaining
Group II Senior Certificates' respective Sub-Loan Group allocated to such Senior Certificates,
100% of the Principal Prepayments on any Group II Mortgage Loan in the Sub-Loan Group or
Sub-Loan Groups relating to any fully paid Certificate Group. Such amounts allocated to Group
II Senior Certificates shall be treated as part of the Available Funds for the related Sub-Loan
Group and distributed as part of the related Senior Optimal Distribution Amount in accordance
with priority third in clauses (A) through (D) above, as applicable, in reduction of the
Certificate Principal Balances thereof. Notwithstanding the foregoing, if (i) the weighted
average of the Subordinate Percentages for each Sub-Loan Group in Loan Group II on such
Distribution Date equals or exceeds two times the initial weighted average of the Subordinate
Percentages for each Sub-Loan Group in Loan Group II and (ii) the aggregate Stated Principal
Balance of the Group II Mortgage Loans delinquent 60 days or more (including for this purpose
any such Mortgage Loans in foreclosure and Group II Mortgage Loans with respect to which the
related Mortgaged Property has been acquired by the Trust), averaged over the last six months,
as a percentage of the aggregate Certificate Principal Balance of the Group II Subordinate
Certificates does not exceed 100%, then the additional allocation of Principal Prepayments to
the Certificates in accordance with this clause will not be made and 100% of the Principal
Prepayments on any Group II Mortgage Loan in the Sub-Loan Group relating to the fully paid
Certificate Group or Certificate Groups related to the Group II Mortgage Loans will be
allocated to the Group II Subordinate Certificates.
(H) For any Undercollateralized Certificate Group on any Distribution Date prior to the
Group II Cross-Over Date, (i) 100% of amounts otherwise allocable to the Group II Subordinate
Certificates in respect of principal will be distributed to the Group II Senior Certificates of
such Undercollateralized Certificate Group on a pro rata basis in accordance with their
respective Certificate Principal Balances in reduction of the Certificate Principal Balances
thereof, until the aggregate Certificate Principal Balance of such Group II Senior Certificates
is an amount equal to the aggregate Stated Principal Balance of the Group II Mortgage Loans in
the related Sub-Loan Group and (ii) the Accrued Certificate Interest otherwise allocable to the
Group II Subordinate Certificates on such Distribution Date will be reduced and distributed to
such Group II Senior Certificates, to the extent of any amount due and unpaid on such Group II
Senior Certificates, in an amount equal to one month's interest at a rate equal to the related
Pass-Through Rate for such Distribution Date on the related Undercollateralized Amount. Any
such reduction in the Accrued Certificate Interest on the Group II Subordinate Certificates
will be allocated in reverse order of their respective numerical designations, commencing with
the Class II-B-6 Certificates. If there exists more than one Undercollateralized Certificate
Group on a Distribution Date, amounts distributable to such Undercollateralized Certificate
Groups pursuant to this clause will be allocated between such Undercollateralized Certificate
Groups, pro rata, based upon their respective Undercollateralized Amounts.
(I) If, after distributions have been made pursuant to priorities first and second of
clauses (A) through (D) above on any Distribution Date, the remaining Available Funds for any
Sub-Loan Group in Loan Group II is less than the Senior Optimal Principal Amount for that
Sub-Loan Group, the Senior Optimal Principal Amount for such Sub-Loan Group shall be reduced by
that amount, and the remaining Available Funds for such Sub-Loan Group will be distributed as
principal among the related Classes of Group II Senior Certificates on a pro rata basis in
accordance with their respective Certificate Principal Balances.
(J) On each Distribution Date, any Available Funds remaining after payment of interest and
principal to the Classes of Certificates entitled thereto, will be distributed to the Class R
Certificates; provided that if on any Distribution Date there are any Available Funds for any
Sub-Loan Group in Loan Group II remaining after payment of interest and principal to a Class or
Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes
of Group II Senior Certificates, pro rata, based upon their Certificate Principal Balances,
until all amounts due to all Classes of Group II Senior Certificates have been paid in full,
before any Available Funds are distributed in accordance with this clause to the Class R
Certificates.
(K) On each Distribution Date, Carry Forward Shortfall Amounts, to the extent not covered
by the related Cap Contract, (i) with respect to the Class II-B-1 Certificates, will be paid
from amounts that would otherwise be allocable to pay Accrued Certificate Interest on the Class
II-X-B1 Certificates, and (ii) with respect to the Class II-B-2 Certificates, will be paid from
amounts that would otherwise be allocable to pay Accrued Certificate Interest on the Class
II-X-B2 Certificates.
(b) No Accrued Certificate Interest will be payable with respect to any Class of
Certificates after the Distribution Date on which the Certificate Principal Balance of such Certificate
has been reduced to zero.
(c) If on any Distribution Date the Available Funds for the Group II Senior Certificates
in any Certificate Group is less than the Accrued Certificate Interest on the related Senior
Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest
portion of Realized Losses, the shortfall will be allocated to the holders of the Class of Senior
Certificates in such Certificate Group on a pro rata basis in accordance with the amount of Accrued
Certificate Interest for that Distribution Date absent such shortfalls. In addition, the amount of any
interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to
holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution
Dates, to the extent of the applicable Available Funds after current interest distributions as required
herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments
will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise,
except to the extent of applicable Compensating Interest Payments.
(d) The expenses and fees of the Trust shall be paid by each of the 2006-3 REMICs, to the
extent that such expenses relate to the assets of each of such respective 2006-3 REMICs, and all other
expenses and fees of the Trust shall be paid pro rata by each of the 2006-3 REMICs.
(e) On each Distribution Date, all amounts transferred from the Class XP Reserve Account
representing Prepayment Charges in respect of the Prepayment Charge Loans with respect to the Group II
Mortgage Loans received during the related Prepayment Period will be withdrawn from the Distribution
Account and distributed by the Securities Administrator to the Holders of the Class II-XP Certificates
and shall not be available for distribution to the Holders of any other Class of Certificates.
(f) On each Distribution Date, the related Cap Contract Payment Amount with respect to
such Payment Date shall be distributed in the following order of priority, in each case to the extent of
amounts available:
(i) The Cap Contract Payment Amount with respect to the Class II-B-1 Certificates
will be allocated as follows:
first, to the payment of any Carry Forward Shortfall Amount for such
Distribution Date;
second, to payments of any Current Interest and Interest Carry Forward Amount
on such Distribution Date; and
third, from any remaining amounts, to payment on the Class II-X-B1
Certificates.
(ii) The Cap Contract Payment Amount with respect to the Class II-B-2 Certificates
will be allocated as follows:
first, to the payment of any Carry Forward Shortfall Amount for such
Distribution Date;
second, to payments of any Current Interest and Interest Carry Forward Amount
on such Distribution Date; and
third, from any remaining amounts, to payment on the Class II-X-B2
Certificates.
(g) On each Distribution Date, amounts on deposit in the Reserve Fund held for the benefit
of the Class II-B-1 Certificates and Class II-B-2 Certificates will be allocated to the Class II-B-1
Certificates and the Class II-B-2 Certificates, in that order, to pay any current Realized Losses and
any Unpaid Realized Loss Amount, in each case, for such Class and for such Distribution Date to the
extent not covered by Excess Cashflow on such Distribution Date.
(h) All payments of amounts in respect of Carry Forward Amounts or Carry Forward Shortfall
Amounts made with respect to the Class II-B-1 Certificates or Class II-B-2 Certificates pursuant to the
provisions of this paragraph (i) shall, for federal income tax purposes, be deemed to have been
distributed from REMIC VII to the holders of the Class II-X-B1 Certificates or Class II-X-B2
Certificates, respectively, and then paid outside of any 2006-3 REMIC to the recipients thereof pursuant
to an interest rate cap contract. By accepting their Certificates the holders of such Certificates
agree so to treat such payments for purposes of filing their income tax returns.
(ii) (a) Interest and principal (as applicable) on the Group III Certificates of each Certificate Group
will be distributed by the Securities Administrator monthly on each Distribution Date, commencing in May
2006, in an amount equal to the Available Funds for the related Sub-Loan Group on deposit in the
Distribution Account and the Pre-Funding Reserve Account in respect of each Sub-Loan Group in Loan Group
III for such Distribution Date. On each Distribution Date, the Available Funds for each Sub-Loan Group
in Loan Group III on deposit in the Distribution Account shall be distributed as follows:
(A) on each Distribution Date, the Available Funds for Sub-Loan Group III-1 will be
distributed to the Class III-1A-1, Class III-1A-2 and Class III-1X-1 Certificates as follows:
first, to the Class III-1A-1, Class III-1A-2 and Class III-1X-1 Certificates, the
Accrued Certificate Interest on such Classes for such Distribution Date, pro rata,
based on the Accrued Certificate Interest owed to each such Class;
second, to the Class III-1A-1, Class III-1A-2 and Class III-1X-1 Certificates, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, pro rata, based on the undistributed Accrued Certificate Interest
owed to each such Class, to the extent of remaining Available Funds for Sub-Loan Group
III-1; and
third, to the Class III-1A-1 Certificates and the Class III-1A-2 Certificates, in
reduction of the Certificate Principal Balance of each such Class, the Senior Optimal
Principal Amount with respect to the Sub-Loan Group III-1 Certificates for such
Distribution Date, pro rata, based on the Certificate Principal Balance of each such
Class, to the extent of remaining Available Funds for Sub-Loan Group III-1, until the
Certificate Principal Balance of each such Class has been reduced to zero.
(B) on each Distribution Date, the Available Funds for Sub-Loan Group III-2 will be
distributed to the Class III-2A-1, Class III-2A-2 and Class III-2X-1 Certificates as follows:
first, to the Class III-2A-1, Class III-2A-2 and Class III-2X-1 Certificates, the
Accrued Certificate Interest on such Classes for such Distribution Date, pro rata,
based on the Accrued Certificate Interest owed to each such Class;
second, to the Class III-2A-1, Class III-2A-2 and Class III-2X-1 Certificates, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, pro rata, based on the undistributed Accrued Certificate Interest
owed to each such Class, to the extent of remaining Available Funds for Sub-Loan Group
III-2; and
third, to the Class III-2A-1 Certificates and the Class III-2A-2 Certificates, in
reduction of the Certificate Principal Balance of each such Class, the Senior Optimal
Principal Amount with respect to the Sub-Loan Group III-2 Certificates for such
Distribution Date, pro rata, based on the Certificate Principal Balance of each such
Class, to the extent of remaining Available Funds for Sub-Loan Group III-2, until the
Certificate Principal Balance of each such Class has been reduced to zero.
(C) on each Distribution Date, the Available Funds for Sub-Loan Group III-3 will be
distributed to the Class III-3A-1 Certificates and the Class III-3A-2 Certificates as follows:
first, to the Class III-3A-1 Certificates and the Class III-3A-2 Certificates, the
Accrued Certificate Interest on such Classes for such Distribution Date, pro rata,
based on the Accrued Certificate Interest owed to each such Class;
second, to the Class III-3A-1 Certificates and the Class III-3A-2 Certificates, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, pro rata, based on the undistributed Accrued Certificate Interest
owed to each such Class, to the extent of remaining Available Funds for Sub-Loan Group
III-3; and
third, to the Class III-3A-1 Certificates and the Class III-3A-2 Certificates, in
reduction of the Certificate Principal Balance of each such Class, the Senior Optimal
Principal Amount with respect to the Sub-Loan Group III-3 Certificates for such
Distribution Date, pro rata, based on the Certificate Principal Balance of each such
Class, to the extent of remaining Available Funds for Sub-Loan Group III-3, until the
Certificate Principal Balance of each such Class has been reduced to zero.
(D) on each Distribution Date, the Available Funds for Sub-Loan Group III-4 will be
distributed to the Class III-4A-1, Class III-4A-2 and Class III-4X-1 Certificates as follows:
first, to the Class III-4A-1, Class III-4A-2 and Class III-4X-1 Certificates, the
Accrued Certificate Interest on such Classes for such Distribution Date, pro rata,
based on the Accrued Certificate Interest owed to each such Class;
second, to the Class III-4A-1, Class III-4A-2 and Class III-4X-1 Certificates, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, pro rata, based on the undistributed Accrued Certificate Interest
owed to each such Class, to the extent of remaining Available Funds for Sub-Loan Group
III-4; and
third, to the Class III-4A-1 Certificates and the Class III-4A-2 Certificates, in
reduction of the Certificate Principal Balance of each such Class, the Senior Optimal
Principal Amount with respect to the Sub-Loan Group III-4 Certificates for such
Distribution Date, pro rata, based on the Certificate Principal Balance of each such
Class, to the extent of remaining Available Funds for Sub-Loan Group III-4, until the
Certificate Principal Balance of each such Class has been reduced to zero.
(E) on each Distribution Date, the Available Funds for Sub-Loan Group III-5 will be
distributed to the Class III-5A-1 Certificates and the Class III-5A-2 Certificates as follows:
first, to the Class III-5A-1 Certificates and the Class III-5A-2 Certificates, the
Accrued Certificate Interest on such Classes for such Distribution Date, pro rata,
based on the Accrued Certificate Interest owed to each such Class;
second, to the Class III-5A-1 Certificates and the Class III-5A-2 Certificates, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, pro rata, based on the undistributed Accrued Certificate Interest
owed to each such Class, to the extent of remaining Available Funds for Sub-Loan Group
III-5; and
third, to the Class III-5A-1 Certificates and the Class III-5A-2 Certificates, in
reduction of the Certificate Principal Balance of each such Class, the Senior Optimal
Principal Amount with respect to the Sub-Loan Group III-5 Certificates for such
Distribution Date, pro rata, based on the Certificate Principal Balance of each such
Class, to the extent of remaining Available Funds for Sub-Loan Group III-5, until the
Certificate Principal Balance of each such Class has been reduced to zero.
(F) on each Distribution Date, the Available Funds for Sub-Loan Group III-6 will be
distributed to the Class III-6A-1 Certificates and the Class III-6A-2 Certificates as follows:
first, to the Class III-6A-1 Certificates and the Class III-6A-2 Certificates, the
Accrued Certificate Interest on such Classes for such Distribution Date, pro rata,
based on the Accrued Certificate Interest owed to each such Class;
second, to the Class III-6A-1 Certificates and the Class III-6A-2 Certificates, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, pro rata, based on the undistributed Accrued Certificate Interest
owed to each such Class, to the extent of remaining Available Funds for Sub-Loan Group
III-6; and
third, to the Class III-6A-1 Certificates and the Class III-6A-2 Certificates, in
reduction of the Certificate Principal Balance of each such Class, the Senior Optimal
Principal Amount with respect to the Sub-Loan Group III-6 Certificates for such
Distribution Date, pro rata, based on the Certificate Principal Balance of each such
Class, to the extent of remaining Available Funds for Sub-Loan Group III-6, until the
Certificate Principal Balance of each such Class has been reduced to zero.
(G) Except as provided in clauses (H) and (I) below, on each Distribution Date on or prior
to the Group III Cross-Over Date, an amount equal to the sum of any remaining Available Funds
for all Loan Groups in Loan Group II after the distributions in clauses (A) through (F) above
will be distributed sequentially, in the following order, to the Class III-B-1, Class III-B-2,
Class III-B-3, Class III-B-4, Class III-B-5 and Class III-B-6 Certificates, in each case up to
an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for
such Distribution Date, (b) any Accrued Certificate Interest thereon remaining undistributed
from previous Distribution Dates and (c) such Class's Allocable Share for such Distribution
Date, in each case, to the extent of remaining Available Funds for all Sub-Loan Groups in Loan
Group III.
(H) On each Distribution Date prior to the Group III Cross-Over Date, but after the
reduction of the aggregate Certificate Principal Balance of the Group III Senior Certificates
in any Certificate Group to zero, the remaining Certificate Groups related to the Group III
Mortgage Loans will be entitled to receive in reduction of their Certificate Principal
Balances, pro rata based upon aggregate Certificate Principal Balance of the Senior
Certificates in each Certificate Group related to the Group III Mortgage Loans immediately
prior to such Distribution Date, in addition to any Principal Prepayments related to such
remaining Group III Senior Certificates' respective Sub-Loan Group allocated to such Senior
Certificates, 100% of the Principal Prepayments on any Group III Mortgage Loan in the Sub-Loan
Group or Sub-Loan Groups relating to any fully paid Certificate Group. Such amounts allocated
to Group III Senior Certificates shall be treated as part of the Available Funds for the
related Sub-Loan Group and distributed as part of the related Senior Optimal Distribution
Amount in accordance with priority third in clauses (A) through (F) above, as applicable, in
reduction of the Certificate Principal Balances thereof. Notwithstanding the foregoing, if (i)
the weighted average of the Subordinate Percentages for each Sub-Loan Group in Loan Group III
on such Distribution Date equals or exceeds two times the initial weighted average of the
Subordinate Percentages for each Sub-Loan Group in Loan Group III and (ii) the aggregate Stated
Principal Balance of the Group III Mortgage Loans delinquent 60 days or more (including for
this purpose any such Mortgage Loans in foreclosure and Group III Mortgage Loans with respect
to which the related Mortgaged Property has been acquired by the Trust), averaged over the last
six months, as a percentage of the aggregate Certificate Principal Balance of the Group III
Subordinate Certificates does not exceed 100%, then the additional allocation of Principal
Prepayments to the Certificates in accordance with this clause will not be made and 100% of the
Principal Prepayments on any Group III Mortgage Loan in the Sub-Loan Group relating to the
fully paid Certificate Group or Certificate Groups related to the Group III Mortgage Loans will
be allocated to the Group III Subordinate Certificates.
(I) For any Undercollateralized Certificate Group on any Distribution Date prior to the
Group III Cross-Over Date, (i) 100% of amounts otherwise allocable to the Group III Subordinate
Certificates in respect of principal will be distributed to the Group III Senior Certificates
of such Undercollateralized Certificate Group on a pro rata basis in accordance with their
respective Certificate Principal Balances in reduction of the Certificate Principal Balances
thereof, until the aggregate Certificate Principal Balance of such Group III Senior
Certificates is an amount equal to the aggregate Stated Principal Balance of the Group III
Mortgage Loans in the related Sub-Loan Group and (ii) the Accrued Certificate Interest
otherwise allocable to the Group III Subordinate Certificates on such Distribution Date will be
reduced and distributed to such Group III Senior Certificates, to the extent of any amount due
and unpaid on such Group III Senior Certificates, in an amount equal to one month's interest at
a rate equal to the related Pass-Through Rate for such Distribution Date on the related
Undercollateralized Amount. Any such reduction in the Accrued Certificate Interest on the
Group III Subordinate Certificates will be allocated in reverse order of their respective
numerical designations, commencing with the Class III-B-6 Certificates. If there exists more
than one Undercollateralized Certificate Group on a Distribution Date, amounts distributable to
such Undercollateralized Certificate Groups pursuant to this clause will be allocated between
such Undercollateralized Certificate Groups, pro rata, based upon their respective
Undercollateralized Amounts.
(J) If, after distributions have been made pursuant to priorities first and second of
clauses (A) through (F) above on any Distribution Date, the remaining Available Funds for any
Sub-Loan Group in Loan Group III is less than the Senior Optimal Principal Amount for that
Sub-Loan Group, the Senior Optimal Principal Amount for such Sub-Loan Group shall be reduced by
that amount, and the remaining Available Funds for such Sub-Loan Group will be distributed as
principal among the related Classes of Group III Senior Certificates on a pro rata basis in
accordance with their respective Certificate Principal Balances.
(K) On each Distribution Date, any Available Funds remaining after payment of interest and
principal to the Classes of Certificates entitled thereto, will be distributed to the Class R
Certificates; provided that if on any Distribution Date there are any Available Funds for any
Sub-Loan Group in Loan Group III remaining after payment of interest and principal to a
Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other
Classes of Group III Senior Certificates, pro rata, based upon their Certificate Principal
Balances, until all amounts due to all Classes of Group III Senior Certificates have been paid
in full, before any Available Funds are distributed in accordance with this clause to the Class
R Certificates.
(b) No Accrued Certificate Interest will be payable with respect to any Class of
Certificates after the Distribution Date on which the Certificate Principal Balance of such Certificate
has been reduced to zero.
(c) If on any Distribution Date the Available Funds for the Group III Senior Certificates
in any Certificate Group is less than the Accrued Certificate Interest on the related Senior
Certificates for such Distribution Date prior to reduction for Net Interest Shortfalls and the interest
portion of Realized Losses, the shortfall will be allocated to the holders of the Class of Senior
Certificates in such Certificate Group on a pro rata basis in accordance with the amount of Accrued
Certificate Interest for that Distribution Date absent such shortfalls. In addition, the amount of any
interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to
holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution
Dates, to the extent of the applicable Available Funds after current interest distributions as required
herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments
will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise,
except to the extent of applicable Compensating Interest Payments.
(d) The expenses and fees of the Trust shall be paid by each of the 2006-3 REMICs, to the
extent that such expenses relate to the assets of each of such respective 2006-3 REMICs, and all other
expenses and fees of the Trust shall be paid pro rata by each of the 2006-3 REMICs.
Section 6.03. Allocation of Losses and Subsequent Recoveries on the Group I Certificates.
(a) On or prior to each Determination Date, the Master Servicer shall determine the amount of any
Realized Loss in respect of each Group I Mortgage Loan that occurred during the immediately preceding
calendar month, based on information provided by the related Servicer. Any Realized Losses with respect
to the Group I Mortgage Loans shall be applied on each Distribution Date after the distributions
provided for in Section 6.01, in reduction of the Certificate Principal Balance of the Class or Classes
of Group I Certificates to the extent provided in the definition of Applied Realized Loss Amount.
(b) In addition, in the event that the Master Servicer or the Securities Administrator
receives any Subsequent Recoveries from a Servicer, the Master Servicer shall deposit such funds into
the Distribution Account pursuant to Section 4.01(c)(ii). If, after taking into account such Subsequent
Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be
applied to increase the Certificate Principal Balance of the Class of Group I Subordinate Certificates
with the highest payment priority to which Applied Realized Loss Amounts have been allocated, but not by
more than the amount of Applied Realized Loss Amounts previously allocated to that Class of Group I
Subordinate Certificates. The amount of any remaining Subsequent Recoveries will be applied to
sequentially increase the Certificate Principal Balance of the Group I Certificates, beginning with the
Class of Group I Certificates with the next highest payment priority, up to the amount of such Applied
Realized Loss Amounts previously allocated to such Class or Classes of Group I Certificates.
Notwithstanding the foregoing, any Subsequent Recoveries will be allocated to the Group I Senior
Certificates to the extent of any Applied Realized Loss Amounts before being applied to the Group I
Subordinate Certificates. Holders of such Group I Certificates will not be entitled to any payments in
respect of Current Interest on the amount of such increases for any Interest Accrual Period preceding
the Distribution Date on which such increase occurs. Any such increases shall be applied to the
Certificate Principal Balance of each Group I Certificate of such Class in accordance with its
respective Fractional Undivided Interest.
Section 6.04. Allocation of Losses and Subsequent Recoveries on the Group II Certificates
and the Group III Certificates. (a) On or prior to each Determination Date, the Master Servicer shall
determine the amount of any Realized Loss in respect of each Group II Mortgage Loan and Group III
Mortgage Loan that occurred during the immediately preceding calendar month, based on information
provided by the related Servicer.
(b) (i) With respect to any Group II Certificates on any Distribution Date, the principal
portion of each Realized Loss on a Group II Mortgage Loan in a Sub-Loan Group shall be allocated as
follows:
first, to the Class II-B-6 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
second, to the Class II-B-5 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
third, to the Class II-B-4 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
fourth, to the Class II-B-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
fifth, to the Class II-B-2 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
sixth, to the Class II-B-1 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; and
seventh, to the Senior Certificates in the related Certificate Group until the
Certificate Principal Balances thereof has been reduced to zero in accordance with clause (d)
below;
(ii) With respect to any Group III Certificates on any Distribution Date, the
principal portion of each Realized Loss on a Group III Mortgage Loan in a Sub-Loan Group shall be
allocated as follows:
first, to the Class III-B-6 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
second, to the Class III-B-5 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
third, to the Class III-B-4 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
fourth, to the Class III-B-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
fifth, to the Class III-B-2 Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
sixth, to the Class III-B-1 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; and
seventh, to the Senior Certificates in the related Certificate Group until the
Certificate Principal Balances thereof has been reduced to zero in accordance with clause (d)
below;
(c) Notwithstanding the foregoing clause (b), no such allocation of any Realized Loss
shall be made on a Distribution Date to any Class of (i) Group II Subordinate Certificates to the extent
that such allocation would result in the reduction of the aggregate Certificate Principal Balances of
all Group II Certificates in as of such Distribution Date, after giving effect to all distributions and
prior allocations of Realized Losses on the Group II Mortgage Loans on such date, to an amount less than
the aggregate Stated Principal Balance of all of the Group II Mortgage Loans as of the first day of the
month of such Distribution Date and (ii) Group II Senior Certificates in a Certificate Group to the
extent that such allocation would result in the reduction of the aggregate Certificate Principal
Balances of all the Group II Senior Certificates in such Certificate Group as of such Distribution Date,
after giving effect to all distributions and prior allocations of Realized Losses on the Group II
Mortgage Loans in the related Sub-Loan Group in Loan Group II on such date, to an amount less than the
aggregate Stated Principal Balance of all of the Group II Mortgage Loans in such Sub-Loan Group as of
the first day of the month of such Distribution Date (each such limitation in clause (i) and (ii), the
"Loss Allocation Limitation"). Notwithstanding the foregoing clause (b), no such allocation of any
Realized Loss shall be made on a Distribution Date to any Class of (i) Group III Subordinated
Certificates to the extent that such allocation would result in the reduction of the aggregate
Certificate Principal Balances of all Group III Certificates in as of such Distribution Date, after
giving effect to all distributions and prior allocations of Realized Losses on the Group III Mortgage
Loans on such date, to an amount less than the aggregate Stated Principal Balance of all of the Group
III Mortgage Loans as of the first day of the month of such Distribution Date and (ii) Group III Senior
Certificates in a Certificate Group to the extent that such allocation would result in the reduction of
the aggregate Certificate Principal Balances of all the Group III Senior Certificates in such
Certificate Group as of such Distribution Date, after giving effect to all distributions and prior
allocations of Realized Losses on the Group III Mortgage Loans in the related Sub-Loan Group in Loan
Group III on such date, to an amount less than the aggregate Stated Principal Balance of all of the
Group III Mortgage Loans in such Sub-Loan Group as of the first day of the month of such Distribution
Date (each such limitation in clause (i) and (ii), the "Loss Allocation Limitation").
(d) The principal portion of any Realized Losses allocated to a Class of Certificates in
Loan Group II and Loan Group III shall be allocated among the Certificates of such Class in proportion
to their respective Certificate Principal Balances. The principal portion of any allocation of Realized
Losses shall be accomplished by reducing the Certificate Principal Balance of the related Certificates
on the related Distribution Date. The principal portion of any Realized Losses allocated to the
Sub-Loan Group II-1 Certificates will be allocated first to the Class II-1A-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero and then to the Class II-1A-1
Certificates until the Certificate Principal Balance thereof has been reduced to zero. The principal
portion of any Realized Losses allocated to the Sub-Loan Group II-2 Certificates will be allocated first
to the Class II-2A-2 Certificates until the Certificate Principal Balance thereof has been reduced to
zero and then to the Class II-2A-1 Certificates until the Certificate Principal Balance thereof has been
reduced to zero. The principal portion of any Realized Losses allocated to the Sub-Loan Group II-3
Certificates will be allocated first to the Class II-3A-2 Certificates until the Certificate Principal
Balance thereof has been reduced to zero and then to the Class II-3A-1 Certificates until the
Certificate Principal Balance thereof has been reduced to zero. The principal portion of any Realized
Losses allocated to the Sub-Loan Group II-4 Certificates will be allocated first to the Class II-4A-2
Certificates until the Certificate Principal Balance thereof has been reduced to zero and then to the
Class II-4A-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero.
The principal portion of any Realized Losses allocated to the Sub-Loan Group III-1 Certificates will be
allocated first to the Class III-1A-2 Certificates until the Certificate Principal Balance thereof has
been reduced to zero and then to the Class III-1A-1 Certificates until the Certificate Principal Balance
thereof has been reduced to zero. The principal portion of any Realized Losses allocated to the Sub-Loan
Group III-2 Certificates will be allocated first to the Class III-2A-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero and then to the Class III-2A-1
Certificates until the Certificate Principal Balance thereof has been reduced to zero. The principal
portion of any Realized Losses allocated to the Sub-Loan Group III-3 Certificates will be allocated
first to the Class III-3A-2 Certificates until the Certificate Principal Balance thereof has been
reduced to zero and then to the Class III-3A-1 Certificates until the Certificate Principal Balance
thereof has been reduced to zero. The principal portion of any Realized Losses allocated to the Sub-Loan
Group III-4 Certificates will be allocated first to the Class III-4A-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero and then to the Class III-4A-1
Certificates until the Certificate Principal Balance thereof has been reduced to zero. The principal
portion of any Realized Losses allocated to the Sub-Loan Group III-3 Certificates will be allocated
first to the Class III-3A-2 Certificates until the Certificate Principal Balance thereof has been
reduced to zero and then to the Class III-3A-1 Certificates until the Certificate Principal Balance
thereof has been reduced to zero. The principal portion of any Realized Losses allocated to the Sub-Loan
Group III-4 Certificates will be allocated first to the Class III-4A-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero and then to the Class III-4A-1
Certificates until the Certificate Principal Balance thereof has been reduced to zero. The principal
portion of any Realized Losses allocated to the Sub-Loan Group III-5 Certificates will be allocated
first to the Class III-5A-2 Certificates until the Certificate Principal Balance thereof has been
reduced to zero and then to the Class III-5A-1 Certificates until the Certificate Principal Balance
thereof has been reduced to zero. The principal portion of any Realized Losses allocated to the Sub-Loan
Group III-6 Certificates will be allocated first to the Class III-6A-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero and then to the Class III-6A-1
Certificates until the Certificate Principal Balance thereof has been reduced to zero. Once the
aggregate Certificate Principal Balance of the Certificates in a Certificate Group in Loan Group II has
been reduced to zero, the principal portion of Realized Losses on the Mortgage Loans in the related
Sub-Loan Group (if any) that are not allocated to the related Subordinate Certificates pursuant to
Section 6.04(b)(i) will be allocated pro rata based upon their respective Certificate Principal Balances
to the remaining Group II Senior Certificates of the other Certificate Groups, pro rata based upon their
respective Certificate Principal Balances. Once the aggregate Certificate Principal Balance of the
Certificates in a Certificate Group in Loan Group III has been reduced to zero, the principal portion of
Realized Losses on the Mortgage Loans in the related Sub-Loan Group (if any) that are not allocated to
the related Subordinate Certificates pursuant to Section 6.04(b)(ii) will be allocated pro rata based
upon their respective Certificate Principal Balances to the remaining Group III Senior Certificates of
the other Certificate Groups, pro rata based upon their respective Certificate Principal Balances.
(e) Realized Losses shall be allocated on the Distribution Date in the month following the
month in which such loss was incurred and, in the case of the principal portion thereof, after giving
effect to distributions made on such Distribution Date.
(f) On each Distribution Date, the Securities Administrator shall determine the
Subordinate Certificate Writedown Amounts. Any Subordinate Certificate Writedown Amount shall effect a
corresponding reduction in the Certificate Principal Balance of the Class II-B Certificates or the Class
III-B Certificates, as applicable, in the reverse order of their numerical Class designations.
(g) The applicable Senior Percentage of Net Interest Shortfalls will be allocated among
the Group II Senior Certificates in the related Group II Certificate Group in proportion to the amount
of Accrued Certificate Interest that would have been allocated thereto in the absence of such
shortfalls. The applicable Subordinate Percentage of Net Interest Shortfall will be allocated among the
Group II Subordinate Certificates in proportion to the amount of Accrued Certificate Interest that would
have been allocated thereto in the absence of such shortfalls. The interest portion of any Realized
Losses with respect to the Group II Mortgage Loans occurring on or prior to the Group II Cross-Over Date
will be allocated to the Class II-B Certificates in inverse order of their numerical
Class designations. Following the Group II Cross-Over Date, the interest portion of Realized Losses on
the Group II Mortgage Loans will be allocated to the Group II Senior Certificates in the related Group
II Certificate Group on a pro rata basis in proportion to the amount of Accrued Certificate Interest
that would have been allocated thereto in the absence of such Realized Losses. The applicable Senior
Percentage of Net Interest Shortfalls will be allocated among the Group III Senior Certificates in the
related Group III Certificate Group in proportion to the amount of Accrued Certificate Interest that
would have been allocated thereto in the absence of such shortfalls. The applicable Subordinate
Percentage of Net Interest Shortfall will be allocated among the Group III Subordinate Certificates in
proportion to the amount of Accrued Certificate Interest that would have been allocated thereto in the
absence of such shortfalls. The interest portion of any Realized Losses with respect to the Group III
Mortgage Loans occurring on or prior to the Group III Cross-Over Date will be allocated to the Class
III-B Certificates in inverse order of their numerical Class designations. Following the Group III
Cross-Over Date, the interest portion of Realized Losses on the Group III Mortgage Loans will be
allocated to the Group III Senior Certificates in the related Group III Certificate Group on a pro rata
basis in proportion to the amount of Accrued Certificate Interest that would have been allocated thereto
in the absence of such Realized Losses.
(h) In addition, in the event that the Master Servicer receives any Subsequent Recoveries
from a Servicer, the Master Servicer shall deposit such funds into the Distribution Account pursuant to
Section 4.01(c)(ii). If, after taking into account such Subsequent Recoveries, the amount of a Realized
Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Certificate
Principal Balance of the related Class of Group II Subordinate Certificates or Group III Subordinate
Certificates with the highest payment priority to which Realized Losses have been allocated, but not by
more than the amount of Realized Losses previously allocated to that Class of Group II Subordinate
Certificates or Group III Subordinate Certificates, as applicable, pursuant to this Section 6.04. The
amount of any remaining Subsequent Recoveries will be applied to sequentially increase the Certificate
Principal Balance of the Group II Subordinate Certificates or Group III Subordinate Certificates, as
applicable, beginning with the related Class of Subordinate Certificates with the next highest payment
priority, up to the amount of such Realized Losses previously allocated to such Class or Classes of
Certificates pursuant to this Section 6.04. Holders of such Certificates will not be entitled to any
payments in respect of current interest on the amount of such increases for any Interest Accrual Period
preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to
the Certificate Principal Balance of each Subordinate Certificate of such related Class in accordance
with its respective Fractional Undivided Interest.
Section 6.05. Cross-Collateralization. Notwithstanding the foregoing, on any Distribution
Date on which the Certificate Principal Balance of the Group I Subordinate Certificates, Group II
Subordinate Certificates or Group III Subordinate Certificates have been reduced to zero and a Realized
Loss that is a Special Hazard Loss is to be allocated to the related Senior Certificates, such loss will
be allocated among such Senior Certificates and the most subordinate outstanding class of non-related
Subordinate Certificates on a pro rata basis, based on the Certificate Principal Balance thereof.
Section 6.06. Payments. (a) On each Distribution Date, other than the final Distribution
Date, the Securities Administrator shall distribute to each Certificateholder of record as of the
immediately preceding Record Date the Certificateholder's pro rata share of its Class (based on the
aggregate Fractional Undivided Interest represented by such Holder's Certificates) of all amounts
required to be distributed on such Distribution Date to such Class. The Securities Administrator shall
calculate the amount to be distributed to each Class and, based on such amounts, the Securities
Administrator shall determine the amount to be distributed to each Certificateholder. The Securities
Administrator's calculations of payments shall be based solely on information provided to the Securities
Administrator by the Master Servicer. The Securities Administrator shall not be required to confirm,
verify or recompute any such information but shall be entitled to rely conclusively on such information.
(b) Payment of the above amounts to each Certificateholder shall be made (i) by check
mailed to each Certificateholder entitled thereto at the address appearing in the Certificate Register
or (ii) upon receipt by the Securities Administrator on or before the fifth Business Day preceding the
Record Date of written instructions from a Certificateholder by wire transfer to a United States dollar
account maintained by the payee at any United States depository institution with appropriate facilities
for receiving such a wire transfer; provided, however, that the final payment in respect of each
Class of Certificates will be made only upon presentation and surrender of such respective Certificates
at the office or agency of the Securities Administrator specified in the notice to Certificateholders of
such final payment.
Section 6.07. Statements to Certificateholders. On each Distribution Date, concurrently
with each distribution to Certificateholders, the Securities Administrator shall make available to the
parties hereto and each Certificateholder, via the Securities Administrator's internet website as set
forth below, the following information, expressed in the aggregate and as a Fractional Undivided
Interest representing an initial Certificate Principal Balance of $1,000, or in the case of the Class
II-X Certificates and the Class B-IO Certificates, an initial Notional Amount of $1,000:
(a) the Certificate Principal Balance or Notional Amount, as applicable, of each Class
after giving effect (i) to all distributions allocable to principal on such Distribution Date and (ii)
the allocation of any Applied Realized Loss Amounts for such Distribution Date;
(b) the amount of the related distribution to Holders of each Class allocable to
principal, separately identifying (A) the aggregate amount of any Principal Prepayments included
therein, (B) the aggregate of all scheduled payments of principal included therein and (C) the Extra
Principal Distribution Amount (if any);
(c) the Pass-Through Rate for each applicable Class of Certificates with respect to the
current Accrual Period, and, if applicable, whether such Pass-Through Rate was limited by the Net Rate
Cap;
(d) the amount of such distribution to Holders of each Class allocable to interest;
(e) the applicable accrual periods dates for calculating distributions and general
Distribution Dates;
(f) the total cash flows received and the general sources thereof;
(g) the amount, if any, of fees or expenses accrued and paid, with an identification of
the payee and the general purpose of such fees including the related amount of the Servicing Fees paid
to or retained by the Master Servicer for the related Due Period;
(h) the amount of any Cap Contract Payment Amount payable to the Securities Administrator;
(i) with respect to each Loan Group, the amount of such distribution to each Certificate
allocable to interest and, with respect to the Group I Certificates, the portion thereof, if any,
provided by the Cap Contract;
(j) the Interest Carry Forward Amount and any Basis Risk Shortfall Carry Forward Amount
for each Class of Certificates;
(k) with respect to each Loan Group, the aggregate of the Stated Principal Balance of (A)
all of the Mortgage Loans and (B) the Adjustable Rate Mortgage Loans, for the following Distribution
Date;
(l) the number and Outstanding Principal Balance of the Mortgage Loans in each Loan Group
that were Delinquent (exclusive of any Mortgage Loan in foreclosure) in respect of which using the OTS
method of calculation (A) one Scheduled Payment is Delinquent, (B) two Scheduled Payments are
Delinquent, (C) three or more Scheduled Payments are Delinquent and (D) foreclosure proceedings have
been commenced, in each case as of the close of business on the last day of the calendar month preceding
such Distribution Date and separately identifying such information for the (1) first lien Mortgage
Loans, (2) second lien Mortgage Loans, and (3) Adjustable Rate Mortgage Loans, in each such Loan Group;
(m) with respect to each Loan Group, the amount of Monthly Advances included in the
distribution on such Distribution Date (including the general purpose of such Monthly Advances);
(n) with respect to each Loan Group, the cumulative amount of Applied Realized Loss
Amounts to date;
(o) if applicable, material modifications, extensions or waivers to Mortgage Loan terms,
fees, penalties or payments during the preceding calendar month or that have become material over time;
(p) with respect to each Loan Group and with respect to any Mortgage Loan that was
liquidated during the preceding calendar month, the loan number and aggregate Stated Principal Balance
of, and Realized Loss on, such Mortgage Loan as of the close of business on the Determination Date
preceding such Distribution Date;
(q) with respect to each Loan Group, the total number and principal balance of any real
estate owned or REO Properties as of the close of business on the last day of the calendar month
preceding such Distribution Date;
(r) with respect to each Loan Group, the three month rolling average of the percent
equivalent of a fraction, the numerator of which is the aggregate Stated Principal Balance of the
Mortgage Loans that are 60 days or more Delinquent (in respect of which using the OTS method of
calculation) or are in bankruptcy or foreclosure or are REO Properties, and the denominator of which is
the aggregate Stated Principal Balance of all of the Mortgage Loans in each case as of the close of
business on the last day of the calendar month preceding such Distribution Date and separately
identifying such information for the (1) first lien Mortgage Loans, and (2) Adjustable Rate Mortgage
Loans;
(s) the Realized Losses during the related Due Period and the cumulative Realized Losses
through the end of the preceding month;
(t) whether a Trigger Event exists;
(u) updated pool composition data including the following with respect to each Loan Group:
weighted average mortgage rate and weighted average remaining term;
(v) [Reserved];
(w) [Reserved];
(x) the special hazard amount, fraud loss amount and bankruptcy amount, if applicable, as
of the close of business on the applicable Distribution Date and a description of any change in the
calculation of these amounts; and
(y) the amount of the distribution made on such Distribution Date to the Holders of the
Class XP Certificates allocable to Prepayment Charges.
The Depositor covenants that if there is a material change in the solicitation,
credit-granting, underwriting, origination, acquisition or Mortgage Loan selection criteria or
procedures, as applicable, used to originate, acquire or select Mortgage Loans for the Trust Fund it
will notify the Securities Administrator five calendar days before each Distribution Date, and if no
such notification occurs, the Securities Administrator has no obligation to report with respect to (y).
The Depositor covenants to the Securities Administrator that there will be no new issuance of securities
backed by the same asset pool, so the Securities Administrator will only be responsible in (x) above for
reporting any pool asset changes, such as additions or removals of Mortgage Loans from the Trust Fund.
The information set forth above shall be calculated or reported, as the case may be, by the
Securities Administrator, based solely on, and to the extent of, information provided to the Securities
Administrator and the Master Servicer by the Servicer and the Counterparty. The Securities
Administrator may conclusively rely on such information and shall not be required to confirm, verify or
recalculate any such information.
The Securities Administrator may make available each month, to any interested party, the
monthly statement to Certificateholders via the Securities Administrator's website initially located at
"www.ctslink.com." Assistance in using the website can be obtained by calling the Securities
Administrator's customer service desk at (301) 815-6600. Parties that are unable to use the above
distribution option are entitled to have a paper copy mailed to them via first class mail by calling the
Securities Administrator's customer service desk and indicating such. The Securities Administrator
shall have the right to change the way such reports are distributed in order to make such distribution
more convenient and/or more accessible to the parties, and the Securities Administrator shall provide
timely and adequate notification to all parties regarding any such change.
Within a reasonable period of time after the end of the preceding calendar year beginning in
2006, the Securities Administrator will furnish a report to each Holder of the Certificates of record at
any time during the prior calendar year as to the aggregate of amounts reported pursuant to subclauses
(a)(i) and (a)(ii) above with respect to the Certificates, plus information with respect to the amount
of servicing compensation and such other customary information as the Securities Administrator may
determine to be necessary and/or to be required by the Internal Revenue Service or by a federal or state
law or rules or regulations to enable such Holders to prepare their tax returns for such calendar year.
Such obligations shall be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Securities Administrator or the Trustee pursuant to the
requirements of the Code.
Section 6.08. Monthly Advances. If the related Servicer was required to make a Monthly
Advance pursuant to the related Servicing Agreement and fails to make any required Monthly Advance, in
whole or in part, the Master Servicer, as successor servicer, or any other successor servicer appointed
by it, will deposit in the Distribution Account not later than the Distribution Account Deposit Date
immediately preceding the related Distribution Date an amount equal to such Monthly Advance to the
extent not otherwise paid by the related Servicer, net of the Servicing Fee for such Mortgage Loan
except to the extent the Master Servicer determines any such advance to be a Nonrecoverable Advance.
Subject to the foregoing, the Master Servicer, as successor servicer, shall continue to make such
advances through the date that the related Servicer is required to do so under its Servicing Agreement;
provided, however, that if the Master Servicer deems an advance to be a Nonrecoverable Advance, on the
Distribution Account Deposit Date, the Master Servicer shall not be obligated to make such advance and
shall present an Officer's Certificate to the Trustee (i) stating that the Master Servicer elects not to
make a Monthly Advance in a stated amount and (ii) detailing the reason it deems the advance to be a
Nonrecoverable Advance.
Notwithstanding the foregoing, the Master Servicer shall not be required to make any Monthly
Advances that Wells Fargo, as Servicer, was required to make pursuant to the Wells Fargo Servicing
Agreement and failed to do so. In the event that Wells Fargo as Servicer or the Master Servicer fails
to make a required Monthly Advance, the Trustee, as successor servicer or master servicer, as
applicable, shall be required to remit the amount of such Monthly Advance to the Distribution Account in
accordance with and subject to the terms of this Agreement (including its rights of reimbursement
hereunder).
Section 6.09. Compensating Interest Payments. The Master Servicer shall deposit in the
Distribution Account not later than each Distribution Account Deposit Date an amount equal to the lesser
of (i) the sum of the aggregate amounts required to be paid by the Servicers under the Servicing
Agreements with respect to subclauses (a) and (b) of the definition of Interest Shortfall with respect
to the Mortgage Loans for the related Distribution Date, and not so paid by the related Servicers and
(ii) the Master Servicer Compensation for such Distribution Date (such amount, the "CompensatingInterest Payment"). The Master Servicer shall not be entitled to any reimbursement of any Compensating
Interest Payment.
Section 6.10. Distributions on REMIC Regular Interests. (a) On each Distribution Date, the
Securities Administrator shall be deemed to distribute, to REMIC IV as the holder of the REMIC I Regular
Interests, those portions of the REMIC I Distribution Amount not designated to Component I of the Class
R Certificates, in the amounts and in accordance with the priorities set forth in the definition of
REMIC I Distribution Amount.
(b) On each Distribution Date, the Securities Administrator shall be deemed to distribute to
the Trustee, on behalf of REMIC V as the holder of the REMIC II Regular Interests, those portions of the
REMIC II Distribution Amount not designated to Component II of the Class R Certificates, in the amounts
and in accordance with the priorities set forth in the definition of REMIC II Distribution Amount.
(c) On each Distribution Date, the Securities Administrator shall be deemed to distribute
to the Trustee, on behalf of REMIC VI as the holder of the REMIC III Regular Interests, REMIC IV Regular
Interests and REMIC V Regular Interests, those portions of the REMIC III Distribution Amount not
designated to Component III of the Class R Certificates, in the amounts and in accordance with the
priorities set forth in the definition of REMIC III Distribution Amount, those portions of the REMIC IV
Distribution Amount not designated to Component IV of the Class R Certificates, in the amounts and in
accordance with the priorities set forth in the definition of REMIC IV Distribution Amount and those
portions of the REMIC V Distribution Amount not designated to Component V of the Class R Certificates,
in the amounts and in accordance with the priorities set forth in the definition of REMIC V Distribution
Amount.
(d) On each Distribution Date, the Securities Administrator shall be deemed to distribute
the REMIC VI Distribution Amount to: (i) the holders of the Certificates (other than the Class B-IO
Certificates), as the holders of the REMIC VI Interests (other than REMIC VI Regular Interests B-IO-I
and B-IO-P) and (ii) itself on behalf of REMIC VII, as the holder of REMIC VI Regular Interests B-IO-I
and B-IO-P, in the amounts and in accordance with the priorities set forth in the definition of REMIC VI
Distribution Amount.
(e) On each Distribution Date, the Securities Administrator shall be deemed to distribute
to the holder of the Class B-IO Certificates, as the holder of the REMIC VII Regular Interest, the
amounts set forth in the definition of REMIC VII Distribution Amount.
(f) Notwithstanding the deemed distributions on the REMIC Regular Interests described in
this Section 6.10, distributions of funds from the Distribution Account shall be made only in accordance
with Sections 6.01 and 6.02.
ARTICLE VII
The Master Servicer
Section 7.01. Liabilities of the Master Servicer. The Master Servicer shall be liable in
accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by it
herein.
Section 7.02. Merger or Consolidation of the Master Servicer. (a) The Master Servicer will
keep in full force and effect its existence, rights and franchises as a corporation under the laws of
the state of its incorporation, and will obtain and preserve its qualification to do business as a
foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect
the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to
perform its duties under this Agreement.
(b) Any Person into which the Master Servicer may be merged or consolidated, or any
corporation resulting from any merger or consolidation to which the Master Servicer shall be a party, or
any Person succeeding to the business of the Master Servicer, shall be the successor of the Master
Servicer hereunder, without the execution or filing of any paper or further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding.
Section 7.03. Indemnification of the Trustee, the Master Servicer and the Securities
Administrator. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold
them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements
of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating
to, any claim or legal action (including any pending or threatened claim or legal action) relating to
this Agreement, the Servicing Agreements, the Assignment Agreements or the Certificates or the powers of
attorney delivered by the Trustee hereunder (i) related to the Master Servicer's failure to perform its
duties in compliance with this Agreement (except as any such loss, liability or expense shall be
otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer's
willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason
of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to
any such claim or legal action (or pending or threatened claim or legal action), the Trustee shall have
given the Master Servicer and the Depositor written notice thereof promptly after a Responsible Officer
of the Trustee shall have with respect to such claim or legal action actual knowledge thereof. The
Trustee's failure to give any such notice shall not affect the Trustee's right to indemnification
hereunder, except to the extent the Master Servicer is materially prejudiced by such failure to give
notice. This indemnity shall survive the resignation or removal of the Trustee, Master Servicer or the
Securities Administrator and the termination of this Agreement.
(b) The Trust Fund will indemnify any Indemnified Person for any loss, liability or
expense (including reasonable legal fees and disbursements of counsel) of any Indemnified Person not
otherwise covered by the Master Servicer's indemnification pursuant to Section 7.03(a).
Section 7.04. Limitations on Liability of the Master Servicer and Others. Subject to the
obligation of the Master Servicer to indemnify the Indemnified Persons pursuant to Section 7.03:
(a) Neither the Master Servicer nor any of the directors, officers, employees or agents of
the Master Servicer shall be under any liability to the Indemnified Persons, the Depositor, the Trust
Fund or the Certificateholders for taking any action or for refraining from taking any action in good
faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Master Servicer or any such Person against any breach of warranties or
representations made herein or any liability which would otherwise be imposed by reason of such Person's
willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder.
(b) The Master Servicer and any director, officer, employee or agent of the Master
Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted
by any Person respecting any matters arising hereunder.
(c) The Master Servicer, the Custodian and any director, officer, employee or agent of the
Master Servicer or the Custodian shall be indemnified by the Trust and held harmless thereby against any
loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on
their part that may be sustained in connection with, arising out of, or related to, any claim or legal
action (including any pending or threatened claim or legal action) relating to this Agreement, the
Certificates or any Servicing Agreement (except to the extent that the Master Servicer is indemnified by
the Servicer thereunder), other than (i) any such loss, liability or expense related to the Master
Servicer's failure to perform its duties in compliance with this Agreement (except as any such loss,
liability or expense shall be otherwise reimbursable pursuant to this Agreement), or to the Custodian's
failure to perform its duties under the Custodial Agreement, respectively, or (ii) any such loss,
liability or expense incurred by reason of the Master Servicer's or the Custodian's willful misfeasance,
bad faith or gross negligence in the performance of duties hereunder or under the Custodial Agreement,
as applicable, or by reason of reckless disregard of obligations and duties hereunder or under the
Custodial Agreement, as applicable.
(d) The Master Servicer shall not be under any obligation to appear in, prosecute or
defend any legal action that is not incidental to its duties under this Agreement and that in its
opinion may involve it in any expense or liability; provided, however, the Master Servicer may in its
discretion, with the consent of the Trustee (which consent shall not be unreasonably withheld),
undertake any such action which it may deem necessary or desirable with respect to this Agreement and
the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In
such event, the legal expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Fund, and the Master Servicer shall be entitled to be
reimbursed therefor out of the Distribution Account as provided by Section 4.05. Nothing in this
Section 7.04(d) shall affect the Master Servicer's obligation to supervise, or to take such actions as
are necessary to ensure, the servicing and administration of the Mortgage Loans pursuant to Section
3.01(a).
(e) In taking or recommending any course of action pursuant to this Agreement, unless
specifically required to do so pursuant to this Agreement, the Master Servicer shall not be required to
investigate or make recommendations concerning potential liabilities which the Trust might incur as a
result of such course of action by reason of the condition of the Mortgaged Properties but shall give
notice to the Trustee if it has notice of such potential liabilities.
(f) The Master Servicer shall not be liable for any acts or omissions of any Servicer,
except as otherwise expressly provided herein.
Section 7.05. Master Servicer Not to Resign. Except as provided in Section 7.07, the Master
Servicer shall not resign from the obligations and duties hereby imposed on it except upon a
determination that any such duties hereunder are no longer permissible under applicable law and such
impermissibility cannot be cured. Any such determination permitting the resignation of the Master
Servicer shall be evidenced by an Opinion of Independent Counsel addressed to the Trustee to such effect
delivered to the Trustee. No such resignation by the Master Servicer shall become effective until the
Company or the Trustee or a successor to the Master Servicer reasonably satisfactory to the Trustee
shall have assumed the responsibilities and obligations of the Master Servicer in accordance with
Section 8.02 hereof. The Trustee shall notify the Rating Agencies upon its receipt of written notice of
the resignation of the Master Servicer.
Section 7.06. Successor Master Servicer. In connection with the appointment of any
successor Master Servicer or the assumption of the duties of the Master Servicer, the Company or the
Trustee may make such arrangements for the compensation of such successor master servicer out of
payments on the Mortgage Loans as the Company or the Trustee and such successor master servicer shall
agree. If the successor master servicer does not agree that such market value is a fair price, such
successor master servicer shall obtain two quotations of market value from third parties actively
engaged in the servicing of single-family mortgage loans. Notwithstanding the foregoing, the
compensation payable to a successor master servicer may not exceed the compensation which the Master
Servicer would have been entitled to retain if the Master Servicer had continued to act as Master
Servicer hereunder.
Section 7.07. Sale and Assignment of Master Servicing. The Master Servicer may sell and
assign its rights and delegate its duties and obligations in its entirety as Master Servicer under this
Agreement and the Company may terminate the Master Servicer without cause and select a new Master
Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and
delegation (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae or
Freddie Mac; (b) shall have a net worth of not less than $10,000,000 (unless otherwise approved by each
Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as
evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by
such Person of the due and punctual performance and observance of each covenant and condition to be
performed or observed by it as master servicer under this Agreement, the Custodial Agreement from and
after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice
of the identity of the proposed successor to the Master Servicer and each Rating Agency's rating of the
Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded,
qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to
such effect delivered to the Master Servicer and the Trustee (at the expense of the Master Servicer);
(iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an
Officer's Certificate and an Opinion of Independent Counsel addressed to the Trustee, each stating that
all conditions precedent to such action under this Agreement have been completed and such action is
permitted by and complies with the terms of this Agreement; and (iv) in the event the Master Servicer is
terminated without cause by the Company, the Company shall pay the terminated Master Servicer a
termination fee equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage Loans at the
time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer. No
such assignment or delegation shall affect any rights or liability of the Master Servicer arising prior
to the effective date thereof.
ARTICLE VIII
Default
Section 8.01. Events of Default. "Event of Default," wherever used herein, means any one of
the following events (whatever the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body) and only with respect to
the defaulting Master Servicer:
(a) The Master Servicer fails to cause to be deposited in the Distribution Account any
amount so required to be deposited pursuant to this Agreement (other than a Monthly Advance), and such
failure continues unremedied for a period of three Business Days after the date upon which written
notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer;
or
(b) The Master Servicer fails to observe or perform in any material respect any other
material covenants and agreements set forth in this Agreement to be performed by it, which covenants and
agreements materially affect the rights of Certificateholders, and such failure continues unremedied for
a period of 60 days after the date on which written notice of such failure, properly requiring the same
to be remedied, shall have been given to the Master Servicer by the Trustee or to the Master Servicer
and the Trustee by the Holders of Certificates evidencing Fractional Undivided Interests aggregating not
less than 25% of the Trust Fund; or
(c) There is entered against the Master Servicer a decree or order by a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree
or order is unstayed and in effect for a period of 60 consecutive days, or an involuntary case is
commenced against the Master Servicer under any applicable insolvency or reorganization statute and the
petition is not dismissed within 60 days after the commencement of the case; or
(d) The Master Servicer consents to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to the Master Servicer or substantially all of its property; or the Master
Servicer admits in writing its inability to pay its debts generally as they become due, files a petition
to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the
benefit of its creditors, or voluntarily suspends payment of its obligations;
(e) The Master Servicer assigns or delegates its duties or rights under this Agreement in
contravention of the provisions permitting such assignment or delegation under Sections 7.05 or 7.07;
(f) The Master Servicer fails to comply with Section 3.16, Section 3.17 and Section 3.18;
or
(g) The Master Servicer fails to cause to be deposited, in the Distribution Account any
Monthly Advance (other than a Nonrecoverable Advance) by 5:00 p.m. New York City time on the
Distribution Account Deposit Date.
In each and every such case, so long as such Event of Default with respect to the Master
Servicer shall not have been remedied, either the Trustee or the Holders of Certificates evidencing
Fractional Undivided Interests aggregating not less than 51% of the principal of the Trust Fund, by
notice in writing to the Master Servicer (and to the Trustee if given by such Certificateholders), with
a copy to the Rating Agencies, and with the consent of the Company, may terminate all of the rights and
obligations (but not the liabilities) of the Master Servicer under this Agreement and in and to the
Mortgage Loans and/or the REO Property serviced by the Master Servicer and the proceeds thereof. Upon
the receipt by the Master Servicer of the written notice, all authority and power of the Master Servicer
under this Agreement, whether with respect to the Certificates, the Mortgage Loans, REO Property or
under any other related agreements (but only to the extent that such other agreements relate to the
Mortgage Loans or related REO Property) shall, subject to Section 3.17 and Section 8.02, automatically
and without further action pass to and be vested in the Trustee, in its capacity as successor Master
Servicer, pursuant to this Section 8.01 (and, with respect to an Event of Default resulting from the
Master Servicer's failure to comply with Section 3.17, such power and authority of the Master Servicer
shall, subject to Section 8.02, automatically and without further action pass to and be vested in the
successor Master Servicer appointed by the Depositor); and, without limitation, the Trustee, in its
capacity as successor Master Servicer (or such successor Master Servicer appointed by the Depositor, as
the case may be), is hereby authorized and empowered to execute and deliver, on behalf of the Master
Servicer as attorney-in-fact or otherwise, any and all documents and other instruments and to do or
accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee, in its
capacity as successor Master Servicer (or such successor Master Servicer appointed by the Depositor, as
the case may be), in effecting the termination of the Master Servicer's rights and obligations
hereunder, including, without limitation, the transfer to the Trustee, in its capacity as successor
Master Servicer (or such successor Master Servicer appointed by the Depositor, as the case may be), of
(i) the property and amounts which are then or should be part of the Trust or which thereafter become
part of the Trust; and (ii) originals or copies of all documents of the Master Servicer reasonably
requested by the Trustee, in its capacity as successor Master Servicer (or such successor Master
Servicer appointed by the Depositor, as the case may be), to enable it to assume the Master Servicer's
duties thereunder. In addition to any other amounts which are then, or, notwithstanding the termination
of its activities under this Agreement, may become payable to the Master Servicer under this Agreement,
the Master Servicer shall be entitled to receive, out of any amount received on account of a Mortgage
Loan or related REO Property, that portion of such payments which it would have received as
reimbursement under this Agreement if notice of termination had not been given. The termination of the
rights and obligations of the Master Servicer shall not affect any obligations incurred by the Master
Servicer prior to such termination.
Notwithstanding the foregoing, if an Event of Default described in clause (f) of this
Section 8.01 shall occur, the Trustee shall, by notice in writing to the Master Servicer, which may be
delivered by telecopy, immediately terminate all of the rights and obligations of the Master Servicer
thereafter arising under this Agreement, but without prejudice to any rights it may have as a
Certificateholder or to reimbursement of Monthly Advances and other advances of its own funds, and the
Trustee, in its capacity as successor Master Servicer (or such successor Master Servicer appointed by
the Depositor, as the case may be), shall act as provided in Section 8.02 to carry out the duties of the
Master Servicer, including the obligation to make any Monthly Advance the nonpayment of which was an
Event of Default described in clause (f) of this Section 8.01. Any such action taken by the Trustee, in
its capacity as successor Master Servicer (or such successor Master Servicer appointed by the Depositor,
as the case may be), must be prior to the distribution on the relevant Distribution Date.
Section 8.02. Successor to Act; Appointment of Successor. (a) Upon the receipt by the
Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel
pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate
its duties to a Person which is legally able to act, the Trustee, in its capacity as successor Master
Servicer (and, with respect to an Event of Default resulting from the Master Servicer's failure to
comply with Section 3.17, the successor Master Servicer appointed by the Depositor pursuant to Section
3.17), shall automatically become the successor in all respects to the Master Servicer in its capacity
under this Agreement and the transactions set forth or provided for herein and shall thereafter have all
of the rights and powers of, and be subject to all the responsibilities, duties, liabilities and
limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions
hereof; provided, however, that the Company shall have the right to either (a) immediately assume the
duties of the Master Servicer or (b) select a successor Master Servicer; provided further, however, that
the Trustee, in its capacity as successor Master Servicer (and, with respect to an Event of Default
resulting from the Master Servicer's failure to comply with Section 3.17, the successor Master Servicer
appointed by the Depositor pursuant to Section 3.17), shall have no obligation whatsoever with respect
to any liability (other than advances deemed recoverable and not previously made) incurred by the Master
Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06,
the Trustee, in its capacity as successor Master Servicer (and, with respect to an Event of Default
resulting from the Master Servicer's failure to comply with Section 3.17, the successor Master Servicer
appointed by the Depositor pursuant to Section 3.17), shall be entitled to compensation which the Master
Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder,
except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for
advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee, in
its capacity as successor Master Servicer (or, with respect to an Event of Default resulting from the
Master Servicer's failure to comply with Section 3.17, the successor Master Servicer appointed by the
Depositor pursuant to Section 3.17), may, if it shall be unwilling so to act, or shall, if it is legally
unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established
housing and home finance institution which is a Fannie Mae- or Freddie Mac-approved servicer, and with
respect to a successor to the Master Servicer only, having a net worth of not less than $10,000,000, as
the successor to the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder; provided, that the Trustee, in
its capacity as successor Master Servicer (or, with respect to an Event of Default resulting from the
Master Servicer's failure to comply with Section 3.17, the successor Master Servicer appointed by the
Depositor pursuant to Section 3.17), shall obtain a letter from each Rating Agency that the ratings, if
any, on each of the Certificates will not be lowered as a result of the selection of the successor to
the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee,
in its capacity as successor Master Servicer, shall act (other than with respect to an Event of Default
resulting from the Master Servicer's failure to comply with Section 3.17, in which event the successor
appointed by the Depositor shall act) in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the compensation of such
successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however,
that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which
the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder,
and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to
any third Person acting as an agent or independent contractor in the performance of master servicing
responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession.
(b) If the Trustee shall succeed to any duties of the Master Servicer respecting the
Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as
Trustee and, accordingly, the provisions of Article IX shall be inapplicable to the Trustee in its
duties as the successor to the Master Servicer in the servicing of the Mortgage Loans (although such
provisions shall continue to apply to the Trustee in its capacity as Trustee); the provisions of Article
VII, however, shall apply to it in its capacity as successor Master Servicer.
The costs and expenses of the Trustee in connection with the termination of the Master
Servicer, the appointment of a successor Master Servicer and, if applicable, any transfer of servicing,
including, without limitation, all costs and expenses associated with the complete transfer of all
servicing data and the completion, correction or manipulation of such servicing data as may be required
by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the
Trustee or the successor Master Servicer to service the Mortgage Loans properly and effectively, to the
extent not paid by the terminated Master Servicer, shall be payable to the Trustee pursuant to Section
9.05. Any successor to the Master Servicer acting as successor servicer under any Servicing Agreement
shall give notice to the applicable Mortgagors of such change of servicer and shall, during the term of
its service as successor Master Servicer maintain in force the policy or policies that the Master
Servicer is required to maintain pursuant to Section 3.04.
Section 8.03. Notification to Certificateholders. Upon any termination or appointment of a
successor to the Master Servicer, the Trustee shall give prompt written notice thereof to the Securities
Administrator or, if the Securities Administrator is terminated or resigns upon the termination of the
Master Servicer, the successor securities administrator, and the Securities Administrator or the
successor securities administrator shall give prompt written notice thereof to the Rating Agencies and
the Certificateholders at their respective addresses appearing in the Certificate Register.
Section 8.04. Waiver of Defaults. The Trustee shall transmit by mail to the Securities
Administrator, who shall give prompt written notice thereof to all Certificateholders, within 60 days
after the occurrence of any Event of Default actually known to a Responsible Officer of the Trustee,
unless such Event of Default shall have been cured, notice of each such Event of Default. The Holders
of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust
Fund may, on behalf of all Certificateholders, waive any default by the Master Servicer in the
performance of its obligations hereunder and the consequences thereof, except a default in the making of
or the causing to be made any required distribution on the Certificates, which default may only be
waived by Holders of Certificates evidencing Fractional Undivided Interests aggregating 100% of the
Trust Fund. Upon any such waiver of a past default, such default shall be deemed to cease to exist, and
any Event of Default arising therefrom shall be deemed to have been timely remedied for every purpose of
this Agreement. No such waiver shall extend to any subsequent or other default or impair any right
consequent thereon except to the extent expressly so waived. The Securities Administrator shall give
notice of any such waiver to the Trustee and the Rating Agencies.
Section 8.05. List of Certificateholders. Upon written request of three or more
Certificateholders of record, for purposes of communicating with other Certificateholders with respect
to their rights under this Agreement, the Securities Administrator will afford such Certificateholders
access during business hours to the most recent list of Certificateholders held by the Securities
Administrator.
ARTICLE IX
Concerning the Trustee and the Securities Administrator
Section 9.01. Duties of Trustee and Securities Administrator. (a) The Trustee, prior to the
occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have
occurred, and the Securities Administrator each undertake to perform such duties and only such duties as
are specifically set forth in this Agreement as duties of the Trustee and the Securities Administrator,
respectively. If an Event of Default has occurred and has not been cured or waived, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and subject to Section 8.02(b)
use the same degree of care and skill in their exercise, as a prudent person would exercise under the
circumstances in the conduct of his own affairs.
(b) Upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments which are specifically required to be furnished to the Trustee
and the Securities Administrator pursuant to any provision of this Agreement, the Trustee and the
Securities Administrator, respectively, shall examine them to determine whether they are in the form
required by this Agreement; provided, however, that neither the Trustee nor the Securities Administrator
shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished hereunder; provided, further, that neither the
Trustee nor the Securities Administrator shall be responsible for the accuracy or verification of any
calculation provided to it pursuant to this Agreement.
(c) On each Distribution Date, the Securities Administrator shall make monthly
distributions and the final distribution to the related Certificateholders from related funds in the
Distribution Account as provided in Sections 6.01 and 10.01 herein based solely on the report of the
Master Servicer.
(d) No provision of this Agreement shall be construed to relieve the Trustee or the
Securities Administrator from liability for its own negligent action, its own negligent failure to act
or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the curing or waiver
of all such Events of Default which may have occurred, the duties and obligations of the Trustee and the
Securities Administrator shall be determined solely by the express provisions of this Agreement, neither
the Trustee nor the Securities Administrator shall be liable except for the performance of their
respective duties and obligations as are specifically set forth in this Agreement, no implied covenants
or obligations shall be read into this Agreement against the Trustee or the Securities Administrator
and, in the absence of bad faith on the part of the Trustee or the Securities Administrator,
respectively, the Trustee or the Securities Administrator, respectively, may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon any certificates
or opinions furnished to the Trustee or the Securities Administrator, respectively, and conforming to
the requirements of this Agreement;
(ii) Neither the Trustee nor the Securities Administrator shall be liable in its
individual capacity for an error of judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee or an officer of the Securities Administrator, respectively, unless it shall be
proved that the Trustee or the Securities Administrator, respectively, was negligent in ascertaining the
pertinent facts;
(iii) Neither the Trustee nor the Securities Administrator shall be liable with
respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the
directions of the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less
than 25% of the Trust Fund, if such action or non-action relates to the time, method and place of
conducting any proceeding for any remedy available to the Trustee or the Securities Administrator,
respectively, or exercising any trust or other power conferred upon the Trustee or the Securities
Administrator, respectively, under this Agreement;
(iv) The Trustee shall not be required to take notice or be deemed to have notice
or knowledge of any default or Event of Default unless a Responsible Officer of the Trustee's Corporate
Trust Office shall have actual knowledge thereof. In the absence of such notice, the Trustee may
conclusively assume there is no such default or Event of Default;
(v) The Trustee shall not in any way be liable by reason of any insufficiency in
any Account held by or in the name of Trustee unless it is determined by a court of competent
jurisdiction that the Trustee's gross negligence or willful misconduct was the primary cause of such
insufficiency (except to the extent that the Trustee is obligor and has defaulted thereon);
(vi) The Securities Administrator shall not in any way be liable by reason of any
insufficiency in any Account held by the Securities Administrator hereunder or any Account held by the
Securities Administrator in the name of the Trustee unless it is determined by a court of competent
jurisdiction that the Securities Administrator's gross negligence or willful misconduct was the primary
cause of such insufficiency (except to the extent that the Securities Administrator is obligor and has
defaulted thereon);
(vii) Anything in this Agreement to the contrary notwithstanding, in no event shall
the Trustee or the Securities Administrator be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the
Securities Administrator, respectively, has been advised of the likelihood of such loss or damage and
regardless of the form of action;
(viii) None of the Securities Administrator, the Master Servicer, the Depositor, the
Company, the Custodian, the Counterparty or the Trustee shall be responsible for the acts or omissions
of the other, it being understood that this Agreement shall not be construed to render them partners,
joint venturers or agents of one another and
(ix) Neither the Trustee nor the Securities Administrator shall be required to
expend or risk its own funds or otherwise incur financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for
believing that the repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it, and none of the provisions contained in this Agreement shall in any event
require the Trustee or the Securities Administrator to perform, or be responsible for the manner of
performance of, any of the obligations of the Master Servicer under this Agreement, except during such
time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers
and privileges of, the Master Servicer in accordance with the terms of this Agreement.
(e) Except for those actions that the Trustee or the Securities Administrator is required
to take hereunder, neither the Trustee nor the Securities Administrator shall have any obligation or
liability to take any action or to refrain from taking any action hereunder in the absence of written
direction as provided hereunder.
Section 9.02. Certain Matters Affecting the Trustee and the Securities Administrator.
Except as otherwise provided in Section 9.01:
(a) The Trustee and the Securities Administrator may rely and shall be protected in acting
or refraining from acting in reliance on any resolution, certificate of the Securities Administrator
(with respect to the Trustee only), the Depositor, the Master Servicer or a Servicer, certificate of
auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed
or presented by the proper party or parties;
(b) The Trustee and the Securities Administrator may consult with counsel and any advice
of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with
respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with
such advice or Opinion of Counsel;
(c) Neither the Trustee nor the Securities Administrator shall be under any obligation to
exercise any of the trusts or powers vested in it by this Agreement, other than its obligation to give
notices pursuant to this Agreement, or to institute, conduct or defend any litigation hereunder or in
relation hereto at the request, order or direction of any of the Certificateholders pursuant to the
provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby. Nothing contained herein shall, however, relieve the Trustee of the obligation,
upon the occurrence of an Event of Default of which a Responsible Officer of the Trustee has actual
knowledge (which has not been cured or waived), to exercise such of the rights and powers vested in it
by this Agreement, and to use the same degree of care and skill in their exercise, as a prudent person
would exercise under the circumstances in the conduct of his own affairs;
(d) Prior to the occurrence of an Event of Default hereunder and after the curing or
waiver of all Events of Default which may have occurred, neither the Trustee nor the Securities
Administrator shall be liable in its individual capacity for any action taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;
(e) Neither the Trustee nor the Securities Administrator shall be bound to make any
investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless
requested in writing to do so by Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than 25% of the Trust Fund and provided that the payment within a reasonable time
to the Trustee or the Securities Administrator, as applicable, of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the Opinion of the Trustee or the
Securities Administrator, as applicable, reasonably assured to the Trustee or the Securities
Administrator, as applicable, by the security afforded to it by the terms of this Agreement. The
Trustee or the Securities Administrator may require reasonable indemnity against such expense or
liability as a condition to taking any such action. The reasonable expense of every such examination
shall be paid by the Certificateholders requesting the investigation;
(f) The Trustee and the Securities Administrator may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or through Affiliates, agents or attorneys;
provided, however, that the Trustee may not appoint any agent (other than the Custodian) to perform its
custodial functions with respect to the Mortgage Files or paying agent functions under this Agreement
without the express written consent of the Master Servicer, which consent will not be unreasonably
withheld. Neither the Trustee nor the Securities Administrator shall be liable or responsible for the
misconduct or negligence of any of the Trustee's or the Securities Administrator's agents or attorneys
or a custodian or paying agent appointed hereunder by the Trustee or the Securities Administrator with
due care and, when required, with the consent of the Master Servicer;
(g) Should the Trustee or the Securities Administrator deem the nature of any action
required on its part, other than a payment or transfer by the Securities Administrator under Section
4.01(b) or Section 4.04, to be unclear, the Trustee or the Securities Administrator, respectively, may
require prior to such action that it be provided by the Depositor with reasonable further instructions;
(h) The right of the Trustee or the Securities Administrator to perform any discretionary
act enumerated in this Agreement shall not be construed as a duty, and neither the Trustee nor the
Securities Administrator shall be accountable for other than its negligence or willful misconduct in the
performance of any such act;
(i) Neither the Trustee nor the Securities Administrator shall be required to give any
bond or surety with respect to the execution of the trust created hereby or the powers granted
hereunder, except as provided in Section 9.07; and
(j) Neither the Trustee nor the Securities Administrator shall have any duty to conduct
any affirmative investigation as to the occurrence of any condition requiring the repurchase of any
Mortgage Loan by the Sponsor pursuant to this Agreement, the Mortgage Loan Purchase Agreement or the
Subsequent Mortgage Loan Purchase Agreement, as applicable, or the eligibility of any Mortgage Loan for
purposes of this Agreement.
Section 9.03. Trustee and Securities Administrator Not Liable for Certificates or Mortgage
Loans. The recitals contained herein and in the Certificates (other than the signature and
countersignature of the Securities Administrator on the Certificates) shall be taken as the statements
of the Depositor, and neither the Trustee nor the Securities Administrator shall have any responsibility
for their correctness. Neither the Trustee nor the Securities Administrator makes any representation as
to the validity or sufficiency of the Certificates (other than the signature and countersignature of the
Securities Administrator on the Certificates) or of any Mortgage Loan except as expressly provided in
Sections 2.02 and 2.05 hereof; provided, however, that the foregoing shall not relieve the Trustee of
the obligation to review the Mortgage Files pursuant to Sections 2.02 and 2.04. The Securities
Administrator's signature and countersignature (or countersignature of its agent) on the Certificates
shall be solely in its capacity as Securities Administrator and shall not constitute the Certificates an
obligation of the Securities Administrator in any other capacity. Neither the Trustee nor the
Securities Administrator shall be accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to
the Depositor with respect to the Mortgage Loans. Subject to the provisions of Section 2.05, neither
the Trustee nor the Securities Administrator shall be responsible for the legality or validity of this
Agreement or any document or instrument relating to this Agreement, the validity of the execution of
this Agreement or of any supplement hereto or instrument of further assurance, or the validity,
priority, perfection or sufficiency of the security for the Certificates issued hereunder or intended to
be issued hereunder. Neither the Trustee nor the Securities Administrator shall at any time have any
responsibility or liability for or with respect to the legality, validity and enforceability of any
Mortgage or any Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance of any
such perfection and priority, or for or with respect to the sufficiency of the Trust Fund or its ability
to generate the payments to be distributed to Certificateholders, under this Agreement. Neither the
Trustee nor the Securities Administrator shall have any responsibility for filing any financing or
continuation statement in any public office at any time or to otherwise perfect or maintain the
perfection of any security interest or lien granted to it hereunder or to record this Agreement other
than any continuation statements filed by the Trustee pursuant to Section 3.20.
Section 9.04. Trustee and Securities Administrator May Own Certificates. The Trustee and
the Securities Administrator in their individual capacities or in any capacity other than as Trustee or
Securities Administrator, hereunder may become the owner or pledgee of any Certificates with the same
rights it would have if it were not the Trustee or the Securities Administrator, as applicable, and may
otherwise deal with the parties hereto.
Section 9.05. Trustee's and Securities Administrator's Fees and Expenses. The fees and
expenses of the Trustee shall be paid in accordance with a side letter agreement between the Trustee and
the Master Servicer. The Securities Administrator shall be paid by the Master Servicer from the Master
Servicer's compensation. In addition, the Trustee and the Securities Administrator will be entitled to
recover from the Distribution Account pursuant to Section 4.05(l) all reasonable out-of-pocket expenses,
disbursements and advances and the expenses of the Trustee and the Securities Administrator,
respectively, in connection with such Person's compliance with Section 3.23, any Event of Default, any
breach of this Agreement, the termination of the Master Servicer, the appointment of a successor Master
Servicer and, if applicable, any transfer of servicing as set forth in Section 8.02(b), or as otherwise
set forth herein, or any claim or legal action (including any pending or threatened claim or legal
action) incurred or made by or against the Trustee or the Securities Administrator, respectively, in the
administration of the trusts hereunder (including the reasonable compensation, expenses and
disbursements of its counsel) except any such expense, disbursement or advance as may arise from its
negligence or intentional misconduct or which is the responsibility of the Certificateholders. If funds
in the Distribution Account are insufficient therefor, the Trustee and the Securities Administrator
shall recover such expenses from the Depositor. Such compensation and reimbursement obligation shall
not be limited by any provision of law in regard to the compensation of a trustee of an express trust.
Section 9.06. Eligibility Requirements for Trustee and Securities Administrator. The
Trustee and any successor Trustee and the Securities Administrator and any successor Securities
Administrator shall during the entire duration of this Agreement be a state bank or trust company or a
national banking association organized and doing business under the laws of such state or the United
States of America, authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus and undivided profits of at least $40,000,000 or, in the case of a successor
Trustee, $50,000,000, subject to supervision or examination by federal or state authority and, in the
case of the Trustee, rated "BBB" or higher by S&P with respect to their long-term rating and rated "BBB"
or higher by S&P and "Baa2" or higher by Moody's with respect to any outstanding long-term unsecured
unsubordinated debt, and, in the case of a successor Trustee or successor Securities Administrator other
than pursuant to Section 9.10, rated in one of the two highest long-term debt categories of, or
otherwise acceptable to, each of the Rating Agencies. If the Trustee publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 9.06 the combined capital and surplus of such
corporation shall be deemed to be its total equity capital (combined capital and surplus) as set forth
in its most recent report of condition so published. In case at any time the Trustee or the Securities
Administrator shall cease to be eligible in accordance with the provisions of this Section 9.06, the
Trustee or the Securities Administrator shall resign immediately in the manner and with the effect
specified in Section 9.08.
Section 9.07. Insurance. The Trustee and the Securities Administrator, at their own
expense, shall at all times maintain and keep in full force and effect: (i) fidelity insurance,
(ii) theft of documents insurance and (iii) forgery insurance (which may be collectively satisfied by a
"Financial Institution Bond" and/or a "Bankers' Blanket Bond"). All such insurance shall be in amounts,
with standard coverage and subject to deductibles, as are customary for insurance typically maintained
by banks or their affiliates which act as custodians for investor-owned mortgage pools. A certificate
of an officer of the Trustee or the Securities Administrator as to the Trustee's or the Securities
Administrator's, respectively, compliance with this Section 9.07 shall be furnished to any
Certificateholder upon reasonable written request.
Section 9.08. Resignation and Removal of the Trustee and Securities Administrator. (a) The
Trustee and the Securities Administrator may at any time resign and be discharged from the Trust hereby
created by giving written notice thereof to the Depositor and the Master Servicer, with a copy to the
Rating Agencies. Upon receiving such notice of resignation, the Depositor shall promptly appoint a
successor Trustee or successor Securities Administrator, as applicable, by written instrument, in
triplicate, one copy of which instrument shall be delivered to each of the resigning Trustee or
Securities Administrator, as applicable, the successor Trustee or Securities Administrator, as
applicable. If no successor Trustee or Securities Administrator shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of resignation, the resigning
Trustee or Securities Administrator may petition any court of competent jurisdiction for the appointment
of a successor Trustee or Securities Administrator.
(b) If at any time the Trustee or the Securities Administrator shall cease to be eligible
in accordance with the provisions of Section 9.06 and shall fail to resign after written request
therefor by the Depositor or if at any time the Trustee or the Securities Administrator shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the
Securities Administrator, as applicable, or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or the Securities Administrator, as applicable, or of its
property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor
shall promptly remove the Trustee, or shall be entitled to remove the Securities Administrator, as
applicable, and appoint a successor Trustee or Securities Administrator, as applicable, by written
instrument, in triplicate, one copy of which instrument shall be delivered to each of the Trustee or
Securities Administrator, as applicable, so removed, and the successor Trustee or Securities
Administrator, as applicable.
(c) The Holders of Certificates evidencing Fractional Undivided Interests aggregating not
less than 51% of the Trust Fund may at any time remove the Trustee or the Securities Administrator and
appoint a successor Trustee or Securities Administrator by written instrument or instruments, in
quintuplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Depositor, the Master Servicer, the Securities Administrator
(if the Trustee is removed), the Trustee (if the Securities Administrator is removed), and the Trustee
or Securities Administrator so removed and the successor so appointed. In the event that the Trustee or
Securities Administrator is removed by the Holders of Certificates in accordance with this
Section 9.08(c), the Holders of such Certificates shall be responsible for paying any compensation
payable hereunder to a successor Trustee or successor Securities Administrator, in excess of the amount
paid hereunder to the predecessor Trustee or predecessor Securities Administrator, as applicable.
(d) No resignation or removal of the Trustee or the Securities Administrator and
appointment of a successor Trustee or Securities Administrator pursuant to any of the provisions of this
Section 9.08 shall become effective except upon appointment of and acceptance of such appointment by the
successor Trustee or Securities Administrator as provided in Section 9.09.
Section 9.09. Successor Trustee and Successor Securities Administrator. (a) Any successor
Trustee or Securities Administrator appointed as provided in Section 9.08 shall execute, acknowledge and
deliver to the Depositor and to its predecessor Trustee or Securities Administrator an instrument
accepting such appointment hereunder. The resignation or removal of the predecessor Trustee or
Securities Administrator shall then become effective and such successor Trustee or Securities
Administrator, without any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally
named as Trustee or Securities Administrator herein. The predecessor Trustee or Securities
Administrator shall, after its receipt of payment in full of its outstanding fees and expenses promptly
deliver to the successor Trustee or Securities Administrator, as applicable, all assets and records of
the Trust held by it hereunder, and the Depositor and the predecessor Trustee or Securities
Administrator, as applicable, shall execute and deliver such instruments and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or
Securities Administrator, as applicable, all such rights, powers, duties and obligations.
(b) No successor Trustee or Securities Administrator shall accept appointment as provided
in this Section 9.09 unless at the time of such acceptance such successor Trustee or Securities
Administrator shall be eligible under the provisions of Section 9.06.
(c) Upon acceptance of appointment by a successor Trustee or Securities Administrator as
provided in this Section 9.09, the successor Trustee or Securities Administrator shall mail notice of
the succession of such Trustee or Securities Administrator hereunder to all Certificateholders at their
addresses as shown in the Certificate Register and to the Rating Agencies. The Company shall pay the
cost of any mailing by the successor Trustee or Securities Administrator.
Section 9.10. Merger or Consolidation of Trustee or Securities Administrator. Any state
bank or trust company or national banking association into which the Trustee or the Securities
Administrator may be merged or converted or with which it may be consolidated or any state bank or trust
company or national banking association resulting from any merger, conversion or consolidation to which
the Trustee or the Securities Administrator, respectively, shall be a party, or any state bank or trust
company or national banking association succeeding to all or substantially all of the corporate trust
business of the Trustee or the Securities Administrator, respectively, shall be the successor of the
Trustee or the Securities Administrator, respectively, hereunder, provided such state bank or trust
company or national banking association shall be eligible under the provisions of Section 9.06. Such
succession shall be valid without the execution, delivery of notice or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
Section 9.11. Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other
provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in
which any part of the Trust or property constituting the same may at the time be located, the Depositor
and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Trustee and the Depositor to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of
the Trust, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any part
thereof, and, subject to the other provisions of this Section 9.11, such powers, duties, obligations,
rights and trusts as the Depositor and the Trustee may consider necessary or desirable.
(b) If the Depositor shall not have joined in such appointment within 15 days after the
receipt by it of a written request so to do, the Trustee shall have the power to make such appointment
without the Depositor.
(c) No co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor Trustee under Section 9.06 hereunder and no notice to Certificateholders of
the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 9.08 hereof.
(d) In the case of any appointment of a co-trustee or separate trustee pursuant to this
Section 9.11, all rights, powers, duties and obligations conferred or imposed upon the Trustee and
required to be conferred on such co-trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that
under any law of any jurisdiction in which any particular act or acts are to be performed (whether as
Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be
exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.
(e) Any notice, request or other writing given to the Trustee shall be deemed to have been
given to each of the then separate trustees and co-trustees, as effectively as if given to each of
them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article IX. Each separate trustee and co-trustee, upon its acceptance of the
trusts conferred, shall be vested with the estates or property specified in its instrument of
appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all
the provisions of this Agreement, specifically including every provision of this Agreement relating to
the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such
instrument shall be filed with the Trustee.
(f) To the extent not prohibited by law, any separate trustee or co-trustee may, at any
time, request the Trustee, its agent or attorney-in-fact, with full power and authority, to do any
lawful act under or with respect to this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent
permitted by law, without the appointment of a new or successor Trustee.
(g) No trustee under this Agreement shall be personally liable by reason of any act or
omission of another trustee under this Agreement. The Depositor and the Trustee acting jointly may at
any time accept the resignation of or remove any separate trustee or co-trustee.
Section 9.12. Federal Information Returns and Reports to Certificateholders; REMIC
Administration. (a) For federal income tax purposes, the taxable year of each 2006-3 REMIC shall be a
calendar year and the Securities Administrator shall maintain or cause the maintenance of the books of
each such 2006-3 REMIC on the accrual method of accounting.
(b) The Securities Administrator shall prepare and file or cause to be filed with the
Internal Revenue Service, and the Trustee shall upon the written instruction of the Securities
Administrator sign, Federal tax information returns or elections required to be made hereunder with
respect to each 2006-3 REMIC, the Trust Fund, if applicable, and the Certificates containing such
information and at the times and in the manner as may be required by the Code or applicable Treasury
regulations, and the Securities Administrator shall furnish to each Holder of Certificates at any time
during the calendar year for which such returns or reports are made such statements or information at
the times and in the manner as may be required thereby, including, without limitation, reports relating
to mortgaged property that is abandoned or foreclosed, receipt of mortgage interests in kind in a trade
or business, a cancellation of indebtedness, interest, original issue discount and market discount or
premium (using a constant prepayment assumption of 30% CPR for the Group I Mortgage Loans and 25% CPR
for the Group II Mortgage Loans and the Group III Mortgage Loans). The Securities Administrator will
apply for an Employee Identification Number from the IRS under Form SS-4 or any other acceptable method
for all tax entities. In connection with the foregoing, the Securities Administrator shall timely
prepare and file, and the Trustee shall upon the written instruction of the Securities Administrator
sign, IRS Form 8811, which shall provide the name and address of the person who can be contacted to
obtain information required to be reported to the holders of regular interests in each 2006-3 REMIC (the
"REMIC Reporting Agent"). The Securities Administrator on behalf of the Trustee shall make elections to
treat each 2006-3 REMIC as a REMIC (which elections shall apply to the taxable period ending
December 31, 2006 and each calendar year thereafter) in such manner as the Code or applicable Treasury
regulations may prescribe, and as described by the Securities Administrator. The Trustee shall upon the
written instruction of the Securities Administrator sign all tax information returns filed pursuant to
this Section and any other returns as may be required by the Code. The Holder of the largest percentage
interest in the Residual Certificates is hereby designated as the "Tax Matters Person" (within the
meaning of Treas. Reg. §§1.860F-4(d)) for each 2006-3 REMIC. The Securities Administrator is hereby
designated and appointed as the agent of each such Tax Matters Person. Any Holder of a Residual
Certificate will by acceptance thereof appoint the Securities Administrator as agent and
attorney-in-fact for the purpose of acting as Tax Matters Person for each 2006-3 REMIC during such time
as the Securities Administrator does not own any such Residual Certificate. In the event that the Code
or applicable Treasury regulations prohibit the Trustee from signing tax or information returns or other
statements, or the Securities Administrator from acting as agent for the Tax Matters Person, the Trustee
and the Securities Administrator shall take whatever action that in their sole good faith judgment is
necessary for the proper filing of such information returns or for the provision of a tax matters
person, including designation of the Holder of the largest percentage interest in a Residual Certificate
to sign such returns or act as tax matters person. Each Holder of a Residual Certificate shall be bound
by this Section.
(c) The Securities Administrator shall provide upon request and receipt of reasonable
compensation, such information as required in Section 860D(a)(6)(B) of the Code to the Internal Revenue
Service, to any Person purporting to transfer a Residual Certificate to a Person other than a transferee
permitted by Section 5.05(b), and to any regulated investment company, real estate investment trust,
common trust fund, partnership, trust, estate, organization described in Section 1381 of the Code, or
nominee holding an interest in a pass-through entity described in Section 860E(e)(6) of the Code, any
record holder of which is not a transferee permitted by Section 5.05(b) (or which is deemed by statute
to be an entity with a disqualified member).
(d) The Securities Administrator shall prepare and file or cause to be filed, and the
Trustee shall upon the written instruction of the Securities Administrator sign, any state income tax
returns required under Applicable State Law with respect to each REMIC or the Trust Fund.
(e) Notwithstanding any other provision of this Agreement, the Securities Administrator
shall comply with all federal withholding requirements respecting payments to Certificateholders of
interest or original issue discount on the Mortgage Loans, that the Securities Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders shall not be required for
such withholding. In the event the Securities Administrator withholds any amount from interest or
original issue discount payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Securities Administrator shall, together with its monthly report to such
Certificateholders, indicate such amount withheld.
(f) The Trustee and the Securities Administrator each agrees to indemnify the Trust Fund
and the Depositor for any taxes and costs including, without limitation, any reasonable attorneys fees
imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach
by such party of such party's covenants set forth in this Section 9.12; provided, however, such
liability and obligation to indemnify in this paragraph shall be several and not joint and the Trustee
and the Securities Administrator shall not be liable or be obligated to indemnify the Trust Fund for the
failure by the other to perform any duty under this Agreement or the breach by the other of any covenant
in this Agreement.
ARTICLE X
Termination
Section 10.01. Termination Upon Repurchase by EMC or its Designee or Liquidation of the
Mortgage Loans. (a) Subject to Section 10.02, the respective obligations and responsibilities of the
Depositor, the Trustee, the Master Servicer and the Securities Administrator created hereby, other than
the obligation of the Securities Administrator to make payments to Certificateholders as set forth in
this Section 10.01 shall terminate:
(i) in accordance with Section 10.01(c), the repurchase by or at the direction of
EMC or its designee of all of the Mortgage Loans in each of Loan Group I, Loan Group II and Loan Group
III (which repurchase of the Group I Mortgage Loans, the Group II Mortgage Loans and the Group III
Mortgage Loans may occur on separate dates) and all related REO Property remaining in the Trust at a
price (the "Termination Purchase Price") equal to the sum of (without duplication) (a) 100% of the
Outstanding Principal Balance of each Mortgage Loan in such Loan Group (other than a Mortgage Loan
related to REO Property) as of the date of repurchase, net of the principal portion of any unreimbursed
Monthly Advances on the Mortgage Loans relating to the Mortgage Loans made by the purchaser, plus
accrued but unpaid interest thereon at the applicable Mortgage Interest Rate to, but not including, the
first day of the month of repurchase, (b) the appraised value of any related REO Property, less the good
faith estimate of the Depositor of liquidation expenses to be incurred in connection with its disposal
thereof (but not more than the Outstanding Principal Balance of the related Mortgage Loan, together with
interest at the applicable Mortgage Interest Rate accrued on that balance but unpaid to, but not
including, the first day of the month of repurchase), such appraisal to be calculated by an appraiser
mutually agreed upon by the Depositor and the Trustee at the expense of the Depositor, (c) unreimbursed
out-of pocket costs of the Master Servicer, including unreimbursed servicing advances and the principal
portion of any unreimbursed Monthly Advances, made on the Mortgage Loans in such Loan Group prior to the
exercise of such repurchase right, (d) any costs and damages incurred by the Trust in connection with
any violation of any predatory or abusive lending laws with respect to a Mortgage Loan, and (e) any
unreimbursed costs and expenses of the Trustee, the Custodian and the Securities Administrator payable
pursuant to Section 9.05;
(ii) the later of the making of the final payment or other liquidation, or any
advance with respect thereto, of the last Mortgage Loan, remaining in the Trust Fund or the disposition
of all property acquired with respect to any Mortgage Loan; provided, however, that in the event that an
advance has been made, but not yet recovered, at the time of such termination, the Person having made
such advance shall be entitled to receive, notwithstanding such termination, any payments received
subsequent thereto with respect to which such advance was made; or
(iii) the payment to the Certificateholders of all amounts required to be paid to
them pursuant to this Agreement.
(b) In no event, however, shall the Trust created hereby continue beyond the expiration of
21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James's, living on the date of this Agreement.
(c) (i) The right of EMC or its designee to repurchase Group I Mortgage Loans and
related assets described in Section 10.01(a)(i) above shall be exercisable only if the aggregate Stated
Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 20% of the sum
of the Cut-off Date Balance.
(ii) The right of EMC or its designee to repurchase Group II Mortgage Loans and
related assets described in Section 10.01(a)(i) above shall be exercisable only if the aggregate Stated
Principal Balance of the Mortgage Loans at the time of any such repurchase is less than 10% of the sum
of the Cut-off Date Balance.
(iii) The right of EMC or its designee to repurchase Group III Mortgage Loans and
related assets described in Section 10.01(a)(i) above shall be exercisable only if the sum of (A) the
aggregate Stated Principal Balance of the Mortgage Loans in Loan Group III and (B) the Pre-Funded Amount
at the time of any such repurchase is less than 10% of the sum of the Cut-off Date Balance.
(iv) The right of EMC or its designee to repurchase all the assets of the Trust
Fund described in Section 10.01(a)(i) above shall also be exercisable if the Depositor, based upon an
Opinion of Counsel addressed to the Depositor, the Trustee and the Securities Administrator has
determined that the REMIC status of any 2006-3 REMIC has been lost or that a substantial risk exists
that such REMIC status will be lost for the then-current taxable year.
(v) At any time thereafter, in the case of (i) and (ii) or (iii) above, EMC may
elect to terminate any 2006-3 REMIC at any time, and upon such election, the Depositor or its designee,
shall purchase in accordance with Section 10.01(a)(i) above all the assets of the Trust Fund.
(d) The Securities Administrator shall give notice of any termination to the
Certificateholders, with a copy to the Master Servicer and the Trustee and the Rating Agencies upon
which the Certificateholders shall surrender their Certificates to the Securities Administrator for
payment of the final distribution and cancellation. Such notice shall be given by letter, mailed not
earlier than the l5th day and not later than the 25th day of the month next preceding the month of such
final distribution, and shall specify (i) the Distribution Date upon which final payment of the
Certificates will be made upon presentation and surrender of the Certificates at the Corporate Trust
Office of the Securities Administrator therein designated, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the Corporate Trust Office of the
Securities Administrator therein specified.
(e) If the option of EMC to repurchase or cause the repurchase of all Group I Mortgage
Loans, the Group II Mortgage Loans or the Group III Mortgage Loans and the related assets described in
Section 10.01(c) above is exercised, EMC and/or its designee shall deliver to the Securities
Administrator for deposit in the Distribution Account, by the Business Day prior to the applicable
Distribution Date, an amount equal to the Termination Purchase Price of the Mortgage Loans being
repurchased on such Distribution Date. Upon presentation and surrender of the related Certificates by
the related Certificateholders, the Securities Administrator shall distribute to such Certificateholders
from amounts then on deposit in the Distribution Account an amount determined as follows: with respect
to each such Certificate (other than the Class II-X Certificates, the Residual Certificates and the
Class XP Certificates), the outstanding Certificate Principal Balance, plus with respect to each such
Certificate (other than the Residual Certificates and the Class XP Certificates), one month's interest
thereon at the applicable Pass-Through Rate; and with respect to the Class R Certificates and the Class
XP Certificates, the percentage interest evidenced thereby multiplied by the difference, if any, between
the above described repurchase price and the aggregate amount to be distributed to the Holders of the
related Certificates (other than the Residual Certificates and the Class XP Certificates). If the
amounts then on deposit in the Distribution Account are not sufficient to pay all of the related
Certificates in full (other than the Residual Certificates and the Class XP Certificates), any such
deficiency will be allocated in the case of a repurchase of the Group I Mortgage Loans, first, to the
Class I-B Certificates, in inverse order of their numerical designation, second, to the Class I-M
Certificates, in inverse order of their numerical designation, and then to the related Senior
Certificates, on a pro rata basis, in the case of a repurchase of the Group II Mortgage Loans, first, to
the Class II-B Certificates, in inverse order of their numerical designation, and then to the related
Senior Certificates, on a pro rata basis, and the case of a repurchase of the Group III Mortgage Loans,
first, to the Class III-B Certificates, in inverse order of their numerical designation, and then to the
related Senior Certificates, on a pro rata basis. Upon deposit of the required repurchase price and
following such final Distribution Date for the related Certificates, the Trustee shall cause the
Custodian to promptly release to EMC and/or its designee the Mortgage Files for the remaining applicable
Mortgage Loans, and the Accounts with respect thereto shall terminate, subject to the Securities
Administrator's obligation to hold any amounts payable to the related Certificateholders in trust
without interest pending final distributions pursuant to Section 10.01(g). After final distributions
pursuant to Section 10.01(g) to all Certificateholders, any other amounts remaining in the Accounts
will belong to the Depositor.
(f) In the event that this Agreement is terminated by reason of the payment or liquidation
of all Mortgage Loans or the disposition of all property acquired with respect to all Mortgage Loans
under Section 10.01(a)(ii) above, upon the presentation and surrender of the Certificates, the
Securities Administrator shall distribute to the remaining Certificateholders, in accordance with their
respective interests, all distributable amounts remaining in the Distribution Account. Following such
final Distribution Date, the Trustee shall release (or shall instruct the Custodian, on its behalf, to
release) promptly to the Depositor or its designee the Mortgage Files for the remaining Mortgage Loans,
and the Distribution Account shall terminate, subject to the Securities Administrator's obligation to
hold any amounts payable to the Certificateholders in trust without interest pending final distributions
pursuant to this Section 10.01(f).
(g) If not all of the Certificateholders shall surrender their Certificates for
cancellation within six months after the time specified in the above-mentioned written notice, the
Securities Administrator shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution with respect thereto.
If within six months after the second notice, not all the Certificates shall have been surrendered for
cancellation, the Securities Administrator may take appropriate steps, or appoint any agent to take
appropriate steps, to contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other assets which remain subject
to this Agreement.
(h) EMC, if it is not the Master Servicer, or its designee, as applicable, shall be deemed
to represent that one of the following will be true and correct: (i) the exercise of the optional
termination right set forth in Section 10.01 shall not result in a non-exempt prohibited transaction
under ERISA or Section 4975 of the Code or (ii) EMC or such designee, as applicable, is (A) not a party
in interest with respect to any Plan and (B) is not a "benefit plan investor" (other than a plan
sponsored or maintained by EMC or the designee, as the case may be, provided that no assets of such plan
are invested or deemed to be invested in the Certificates). If the holder of the optional termination
right is unable to exercise such option by reason of the preceding sentence, then the Master Servicer
may exercise such option.
Section 10.02. Additional Termination Requirements. (a) If the option of the Depositor to
repurchase all the Mortgage Loans under Section 10.01(a)(i) above is exercised, the Trust Fund and each
2006-3 REMIC shall be terminated in accordance with the following additional requirements, unless the
Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the
failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the
imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on each 2006-3
REMIC or (ii) cause any 2006-3 REMIC to fail to qualify as a 2006-3 REMIC at any time that any Regular
Certificates are outstanding:
(i) within 90 days prior to the final Distribution Date, at the written direction
of Depositor, the Securities Administrator, as agent for the respective Tax Matters Persons, shall adopt
a plan of complete liquidation of each 2006-3 REMIC in the case of a termination under Section
10.01(a)(i). Such plan, which shall be provided to the Securities Administrator by the Depositor, shall
meet the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations
thereunder.
(ii) the Depositor shall notify the Trustee and the Securities Administrator at the
commencement of such 90-day liquidation period and, at or prior to the time of making of the final
payment on the Certificates, the Securities Administrator shall sell or otherwise dispose of all of the
remaining assets of the Trust Fund in accordance with the terms hereof; and
(iii) at or after the time of adoption of such a plan of complete liquidation of any
2006-3 REMIC and at or prior to the final Distribution Date, the Securities Administrator shall sell for
cash all of the assets of the Trust to or at the direction of the Depositor, and each 2006-3 REMIC,
shall terminate at such time.
(b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree
to adopt such a plan of complete liquidation of the related 2006-3 REMIC upon the written request of the
Depositor, and to take such action in connection therewith as may be reasonably requested by the
Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for
purposes of adopting such a plan of complete liquidation. The Securities Administrator on behalf of the
Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return
of each 2006-3 REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust
Fund, the Trust Fund and each 2006-3 REMIC shall terminate.
ARTICLE XI
Miscellaneous Provisions
Section 11.01. Intent of Parties. The parties intend that each 2006-3 REMIC shall be treated
as a REMIC for federal income tax purposes and that the provisions of this Agreement should be construed
in furtherance of this intent. Notwithstanding any other express or implied agreement to the contrary,
the Sponsor, the Master Servicer, the Securities Administrator, the Depositor, the Trustee, each
recipient of the related Prospectus Supplement and, by its acceptance thereof, each holder of a
Certificate, agrees and acknowledges that each party hereto has agreed that each of them and their
employees, representatives and other agents may disclose, immediately upon commencement of discussions,
to any and all persons the tax treatment and tax structure of the Certificates and the 2006-3 REMICs,
the transactions described herein and all materials of any kind (including opinions and other tax
analyses) that are provided to any of them relating to such tax treatment and tax structure except where
confidentiality is reasonably necessary to comply with the securities laws of any applicable
jurisdiction. For purposes of this paragraph, the terms "tax treatment" and "tax structure" have the
meanings set forth in Treasury Regulation Sections 1.6011-4(c), 301.6111-2(c) and 301.6112-1(d).
Section 11.02. Amendment. (a) This Agreement may be amended from time to time by the
Company, the Depositor, the Master Servicer, the Securities Administrator and the Trustee, without
notice to or the consent of any of the Certificateholders, to (i) cure any ambiguity, (ii) correct or
supplement any provisions herein that may be defective or inconsistent with any other provisions herein,
(iii) conform any provisions herein to the provisions in the Prospectus, (iv) comply with any changes in
the Code, (v) to revise or correct any provisions to reflect the obligations of the parties to this
Agreement as they relate to Regulation AB or (vi) make any other provisions with respect to matters or
questions arising under this Agreement which shall not be inconsistent with the provisions of this
Agreement; provided, however, that with respect to clauses (iv) and (vi) of this Section 11.02(a), such
action shall not, as evidenced by an Opinion of Independent Counsel, addressed to the Trustee, adversely
affect in any material respect the interests of any Certificateholder. Notwithstanding anything
contained in Section 3.23, this Agreement shall not be amended without the agreement of all the parties
hereto.
(b) This Agreement may also be amended from time to time by the Company, the Master
Servicer, the Depositor, the Securities Administrator and the Trustee, with the consent of the Holders
of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust
Fund or of the applicable Class or Classes, if such amendment affects only such Class or Classes, for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments
received on Mortgage Loans which are required to be distributed on any Certificate without the consent
of the Holder of such Certificate, (ii) reduce the aforesaid percentage of Certificates the Holders of
which are required to consent to any such amendment, without the consent of the Holders of all
Certificates then outstanding, or (iii) cause any 2006-3 REMIC to fail to qualify as a REMIC for federal
income tax purposes, as evidenced by an Opinion of Independent Counsel addressed to the Trustee which
shall be provided to the Trustee other than at the Trustee's expense. Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this
Section 11.02(b), Certificates registered in the name of or held for the benefit of the Depositor, the
Securities Administrator, the Master Servicer, or the Trustee or any Affiliate thereof shall be entitled
to vote their Fractional Undivided Interests with respect to matters affecting such Certificates.
(c) Promptly after the execution of any such amendment, the Securities Administrator shall
furnish a copy of such amendment or written notification of the substance of such amendment to each
Certificateholder, the Rating Agencies and the Trustee.
(d) In the case of an amendment under Section 11.02(b) above, it shall not be necessary
for the Certificateholders to approve the particular form of such an amendment. Rather, it shall be
sufficient if the Certificateholders approve the substance of the amendment. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall
be subject to such reasonable regulations as the Securities Administrator may prescribe.
(e) Prior to the execution of any amendment to this Agreement, the Trustee and the
Securities Administrator shall be entitled to receive and rely upon an Opinion of Counsel addressed to
the Trustee and the Securities Administrator stating that the execution of such amendment is authorized
or permitted by this Agreement. The Trustee and the Securities Administrator may, but shall not be
obligated to, enter into any such amendment which affects the Trustee's or the Securities
Administrator's own respective rights, duties or immunities under this Agreement.
Section 11.03. Recordation of Agreement. To the extent permitted by applicable law, this
Agreement is subject to recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the Mortgaged Properties are
situated, and in any other appropriate public recording office or elsewhere. The Depositor shall effect
such recordation, at the expense of the Trust upon the request in writing of a Certificateholder, but
only if such direction is accompanied by an Opinion of Counsel (provided at the expense of the
Certificateholder requesting recordation) to the effect that such recordation would materially and
beneficially affect the interests of the Certificateholders or is required by law.
Section 11.04. Limitation on Rights of Certificateholders. (a) The death or incapacity of
any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.
(b) Except as expressly provided in this Agreement, no Certificateholders shall have any
right to vote or in any manner otherwise control the operation and management of the Trust, or the
obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to establish the Certificateholders from time to time as partners or
members of an association; nor shall any Certificateholders be under any liability to any third Person
by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of this Agreement
to institute any suit, action or proceeding in equity or at law upon, under or with respect to this
Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to
any such parties unless (i) such Certificateholder previously shall have given to the Securities
Administrator a written notice of a continuing default, as herein provided, (ii) the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund
shall have made written request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the
Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding.
(d) No one or more Certificateholders shall have any right by virtue of any provision of
this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain
priority or preference over any other such Certificateholder, or to enforce any right under this
Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each
and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at
law or in equity.
Section 11.05. Acts of Certificateholders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by
Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Certificateholders in person or by an agent duly appointed in writing. Except as
herein otherwise expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Securities Administrator and, where it is expressly required, to the
Depositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Agreement and conclusive in favor of the Securities Administrator and
the Depositor, if made in the manner provided in this Section 11.05.
(b) The fact and date of the execution by any Person of any such instrument or writing may
be proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such execution is by a
signer acting in a capacity other than his or her individual capacity, such certificate or affidavit
shall also constitute sufficient proof of his or her authority. The fact and date of the execution of
any such instrument or writing, or the authority of the individual executing the same, may also be
proved in any other manner which the Securities Administrator deems sufficient.
(c) The ownership of Certificates (notwithstanding any notation of ownership or other
writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a
Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and
neither the Trustee, the Securities Administrator, the Depositor, the Master Servicer nor any successor
to any such parties shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver or other action
of the holder of any Certificate shall bind every future holder of the same Certificate and the holder
of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in
lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the
Securities Administrator, the Depositor, the Master Servicer or any successor to any such party in
reliance thereon, whether or not notation of such action is made upon such Certificates.
(e) In determining whether the Holders of the requisite percentage of Certificates
evidencing Fractional Undivided Interests have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Certificates owned by the Trustee, the Securities Administrator,
the Depositor, the Master Servicer or any Affiliate thereof shall be disregarded, except as otherwise
provided in Section 11.02(b) and except that, in determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent or waiver, only
Certificates which a Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Certificates which have been pledged in good faith to the Trustee, the Securities
Administrator, the Depositor, the Master Servicer or any Affiliate thereof may be regarded as
outstanding if the pledgor establishes to the satisfaction of the Trustee the pledgor's right to act
with respect to such Certificates and that the pledgor is not an Affiliate of the Trustee, the
Securities Administrator, the Depositor, or the Master Servicer, as the case may be.
Section 11.06. Governing Law. THIS AGREEMENT AND THE CERTIFICATES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, WHICH THE PARTIES HERETO EXPRESSLY RELY UPON IN THE
CHOICE OF SUCH LAW AS THE GOVERNING LAW HEREUNDER) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.07. Notices. All demands and notices hereunder shall be in writing and shall
be deemed given when delivered at (including delivery by facsimile) or mailed by registered mail, return
receipt requested, postage prepaid, or by recognized overnight courier, to (i) in the case of the
Depositor, Structured Asset Mortgage Investments II Inc., 383 Madison Avenue, New York, New York10179,
Attention: Chief Counsel, and with respect to Reg AB notifications to the Depositor at
regabnotifications@bear.com; (ii) in the case of the Trustee, at its Corporate Trust Office, or such
other address as may hereafter be furnished to the other parties hereto in writing; (iii) in the case of
the Company, 383 Madison Avenue, New York, New York10179, Attention: Vice President-Servicing,
telecopier number: (212) 272-5591, or to such other address as may hereafter be furnished to the other
parties hereto in writing; (iv) in the case of the Master Servicer or Securities Administrator, Wells
Fargo Bank, National Association, P.O. Box 98, Columbia Maryland 21046 (or, in the case of overnight
deliveries, 9062 Old Annapolis Road, Columbia, Maryland21045) (Attention: Corporate Trust Services –
BSALTA 2006-3), facsimile no.: (410) 715-2380, or such other address as may hereafter be furnished to
the other parties hereto in writing; or (v) in the case of the Rating Agencies, Moody's Investors
Service, Inc., 99 Church Street, New York, New York10007 and Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., 55 Water Street, New York, New York10041. Any notice delivered to the
Depositor, the Master Servicer, the Securities Administrator or the Trustee under this Agreement shall
be effective only upon receipt. Any notice required or permitted to be mailed to a Certificateholder,
unless otherwise provided herein, shall be given by first-class mail, postage prepaid, at the address of
such Certificateholder as shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly given when mailed, whether
or not the Certificateholder receives such notice.
Section 11.08. Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severed from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates or the rights of the
holders thereof.
Section 11.09. Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.
Section 11.10. Article and Section Headings. The article and section headings herein
are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.
Section 11.11. Counterparts. This Agreement may be executed in two or more counterparts
each of which when so executed and delivered shall be an original but all of which together shall
constitute one and the same instrument.
Section 11.12. Notice to Rating Agencies. The article and section headings herein are
for convenience of reference only, and shall not limited or otherwise affect the meaning hereof. The
Securities Administrator shall promptly provide notice to each Rating Agency with respect to each of the
following of which a Responsible Officer of the Securities Administrator has actual knowledge:
1. Any material change or amendment to this Agreement or the Servicing Agreements;
2. The occurrence of any Event of Default that has not been cured;
3. The resignation or termination of the Master Servicer, the Trustee or the Securities
Administrator;
4. The repurchase or substitution of any Mortgage Loans;
5. The final payment to Certificateholders; and
6. Any change in the location of the Distribution Account.
Section 11.13. Effectiveness of Amended and Restated Pooling and Servicing Agreement.
The parties hereto agree that the provisions of this Amended and Restated Pooling and Servicing
Agreement are hereby effective as of the Closing Date.
IN WITNESS WHEREOF, the Depositor, the Trustee, the Master Servicer and the Securities
Administrator have caused their names to be signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as
Depositor
By: /s/ Baron Silverstein
Name: Baron Silverstein
Title: Senior Managing Director
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By: /s/ Maryellen Hunter
Name: Maryellen Hunter
Title: Assistant Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master
Servicer
By: /s/ Stacey Taylor
Name: Stacey Taylor
Title: Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Securities
Administrator
By: /s/ Stacey Taylor
Name: Stacey Taylor
Title: Vice President
EMC MORTGAGE CORPORATION
By:/s/ Sue stepanek
Name: Sue Stepanek
Title:Executive Vice President
Accepted and Agreed as to
Sections 2.01, 2.02, 2.03, 2.04 and 9.09(c)
in its capacity as Sponsor
EMC MORTGAGE CORPORATION
By: /s/ Debbie Pratt
Name: Debbie Pratt
Title:Senior Vice President
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the [__] day of October 2006, before me, a notary public in and for said State, personally
appeared Baron Silverstein, known to me to be a Vice President of Structured Asset Mortgage Investments
II Inc., the limited liability company that executed the within instrument, and also known to me to be
the person who executed it on behalf of said limited liability company, and acknowledged to me that such
limited liability company executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/ Michelle Sterling
Notary Public
[Notarial Seal]
STATE OF MASSACHUSETTS )
) ss.:
COUNTY OF SUFFOLK )
On the [__] day of October 2006, before me, a notary public in and for said State, personally
appeared Maryellen Hunter, known to me to be a Assistant Vice President of U.S. Bank National
Association, the entity that executed the within instrument, and also known to me to be the person who
executed it on behalf of said entity, and acknowledged to me that such entity executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/ Larry D. Snell
Notary Public
[Notarial Seal]
STATE OF MARYLAND )
) ss.:
CITY OF BALTIMORE )
On the [__] day of October 2006, before me, a notary public in and for said State, personally
appeared Stacey M. Taylor, known to me to be a Vice President of Wells Fargo Bank, National Association,
the entity that executed the within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/ Jennifer Richardson
Notary Public
[Notarial Seal]
STATE OF MARYLAND )
) ss.:
CITY OF BALTIMORE )
On the [__] day of October 2006, before me, a notary public in and for said State, personally
appeared Stacey M. Taylor, known to me to be a Vice President of Wells Fargo Bank, National Association,
the entity that executed the within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/ Jennifer Richardson
Notary Public
[Notarial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On the [__] day of October 2006, before me, a notary public in and for said State, personally
appeared Jenna Kemp, known to me to be Senior Vice President of EMC Mortgage Corporation, the
corporation that executed the within instrument, and also known to me to be the person who executed it
on behalf of said corporation, and acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
Alfie Kearney
Notary Public
[Notarial Seal]
STATE OF TEXAS )
) ss.:
COUNTY OF DALLAS )
On the [__] day of October 2006, before me, a notary public in and for said State, personally
appeared Sue Stepanek, known to me to be Executive Vice President of EMC Mortgage Corporation, the
corporation that executed the within instrument, and also known to me to be the person who executed it
on behalf of said corporation, and acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
/s/ Alfie Kearney
Notary Public
[Notarial Seal]
APPENDIX 1
Calculation of REMIC I Y Principal Reduction Amounts
REMIC I Y Principal Reduction Amounts: For any Distribution Date the amounts by which the Uncertificated Principal
Balances of the REMIC I Y Regular Interests will be reduced on such distribution date by the allocation of Realized Losses and the
distribution of principal, determined as follows:
First for each of Sub-Loan Group II-1, Sub-Loan Group II-2, Sub-Loan Group II-3 and Sub-Loan Group II-4 (referred
to in this Appendix 1 as a "Group"), determine the weighted average pass-through rate for that Group for distributions of interest
that will be made on the next succeeding Distribution Date (the “Group Interest Rate”). The Principal Reduction Amount for each of
the REMIC I Y Regular Interests will be determined pursuant to the “Generic solution for the REMIC I Y Principal Reduction Amounts”
set forth below (the “Generic Solution”) by making identifications among the actual Groups and their related REMIC I Y and Z Regular
Interests and weighted average pass-through rates and the Groups named in the Generic Solution and their related REMIC I Y and Z
Regular Interests as follows:
A. Determine which Group has the lowest Group Interest Rate. That Group will be identified with Group AA and the
REMIC I Y and Z Regular Interests related to that Group will be respectively identified with the REMIC I Regular Interests Y-AA and
Z-AA. The Group Interest Rate for that Group will be identified with J%. If two or more Groups have the lowest Group Interest Rate
pick one for this purpose, subject to the restriction that each Group may be picked only once in the course of any such selections
pursuant to paragraphs A through D or this definition.
B. Determine which Group has the second lowest Group Interest Rate. That Group will be identified with Group BB and
the REMIC I Y and Z Regular Interests related to that Group will be respectively identified with the REMIC I Regular Interests Y-bb
and Z-bb. The Group Interest Rate for that Group will be identified with K%. If two or more Groups have the second lowest Group
Interest Rate pick one for this purpose, subject to the restriction that each Group may be picked only once in the course of any such
selections pursuant to paragraphs A through D or this definition.
C. Determine which Group has the third lowest Group Interest Rate. That Group will be identified with Group CC and
the REMIC I Y and Z Regular Interests related to that Group will be respectively identified with the REMIC I Regular Interests Y-cc
and Z-cc. The Group Interest Rate for that Group will be identified with L%. If two or more Groups have the third lowest Group
Interest Rate pick one for this purpose, subject to the restriction that each Group may be picked only once in the course of any such
selections pursuant to paragraphs A through D or this definition.
D. Determine which Group has the fourth lowest Group Interest Rate. That Group will be identified with Group DD
and the REMIC I Y and Z Regular Interests related to that Group will be respectively identified with the REMIC I Regular Interests
Y-DD and Z-DD. The Group Interest Rate for that Group will be identified with M%. If two or more Groups have the fourth lowest
Group Interest Rate pick one for this purpose, subject to the restriction that each Group may be picked only once in the course of
any such selections pursuant to paragraphs A through D or this definition.
Second, apply the Generic Solution set forth below to determine the REMIC I Y Principal Reduction Amounts for the
Distribution Date using the identifications made above.
REMIC I Y Principal Reduction Amounts: For any Distribution Date, the amounts by which the Uncertificated Principal
Balances of the REMIC I Regular Interests Y-AA, Y-BB, Y-CC and Y-DD, respectively, will be reduced on such Distribution Date by the
allocation of Realized Losses and the distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
PAAB = the related Subordinate Percentage for Group AA after the allocation of Realized Losses and distributions of principal on such
Distribution Date.
PBBB = the related Subordinate Percentage for Group BB after the allocation of Realized Losses and distributions of principal on
such Distribution Date.
PCCB = the related Subordinate Percentage for Group CC after the allocation of Realized Losses and distributions of principal on
such Distribution Date.
PDDB = the related Subordinate Percentage for Group DD after the allocation of Realized Losses and distributions of principal on
such Distribution Date.
R = the Pass-Through Rate on the Group II Subordinate Certificates
= (J%PAAB + K%PBBB + L%PCCB + M%PDDB)/( PAAB + PBBB + PCCB + PDDB)
R1 = the weighted average of the weighted average pass-through rates for Group AA, Group BB and Group CC after the allocation of
Realized Losses and distributions of principal on such Distribution Date
= (J%(Pjj - ΔPjj) + K%(Pkk - ΔPkk) + M%(Pll - ΔPll))/(Pjj - ΔPjj + Pkk - ΔPkk + Pll - ΔPll)
R2 = the weighted average of the weighted average pass-through rates for Group BB, Group CC and Group DD after the allocation of
Realized Losses and distributions of principal on such Distribution Date
= (K%(Pkk - ΔPkk) + L%(Pll - ΔPll) + M%(Pmm - ΔPmm))/(Pkk - ΔPkk + Pll - ΔPll + Pmm - ΔPm)
R3 = the weighted average of the weighted average pass-through rates for Group AA and Group BB after the allocation of Realized
Losses and distributions of principal on such Distribution Date
= (J%(Pjj - ΔPjj) + K%(Pkk - ΔPkk))/(Pjj - ΔPjj + Pkk - ΔPkk)
R4 = the weighted average of the weighted average pass-through rates for Group CC and Group DD after the allocation of Realized
Losses and distributions of principal on such Distribution Date
= (L%(Pll - ΔPll) + M%(Pmm - ΔPmm))/(Pll - ΔPll + Pmm - ΔPmm)
r1 = the weighted average of the Uncertificated Pass Through Rates for REMIC I Regular Interests Y-AA, Y-BB and Y-CC
= (J% Yjj + K% Ykk + L% Yll)/(Yjj + Ykk + Yll)
r2 = the weighted average of the Uncertificated Pass Through Rates for REMIC I Regular Interests Y-BB, Y-CC and Y-DD
= (K% Ykk + L% Yll + M% Ymm)/(Ykk + Yll + Ymm)
r3 = the weighted average of the Uncertificated Pass Through Rates for REMIC I Regular Interests Y-AA and Y-BB
= (J% Yjj + K% Ykk)/(Yjj + Ykk)
r4 = the weighted average of the Uncertificated Pass Through Rates for REMIC I Regular Interests Y-CC and Y-DD
= (L% Yll + M% Ymm)/(Yll + Ymm)
Yjj = the Uncertificated Principal Balance of the REMIC I Regular Interest Y-AA after distributions on the prior Distribution Date.
Ykk = t the Uncertificated Principal Balance of the REMIC I Regular Interest Y-BB after distributions on the prior Distribution
Date.
Yll = the Uncertificated Principal Balance of the REMIC I Regular Interest Y-CC after distributions on the prior Distribution Date.
Ymm = the Uncertificated Principal Balance of the REMIC I Regular Interest Y-DD after distributions on the prior Distribution Date.
ΔYjj = the REMIC I Y-AA Principal Reduction Amount.
ΔYkk = the REMIC I Y-BB Principal Reduction Amount.
ΔYll = the REMIC I Y-CC Principal Reduction Amount.
ΔYmm = the REMIC I Y-DD Principal Reduction Amount.
Pjj = the aggregate Uncertificated Principal Balance of REMIC I Regular Interests Y-AA and Z-AA after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group AA Loans.
Pkk = the aggregate Uncertificated Principal Balance of REMIC I Regular Interests Y-BB and Z-BB after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group BB Loans.
Pll = the aggregate Uncertificated Principal Balance of REMIC I Regular Interests Y-CC and Z-CC after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group CC Loans.
Pmm = the aggregate Uncertificated Principal Balance of REMIC I Regular Interests Y-DD and Z-DD after distributions on the prior
Distribution Date, which is equal to the aggregate principal balance of the Group DD Loans.
ΔPjj = the aggregate principal reduction resulting on such Distribution Date on the Group AA Loans as a result of principal
distributions (exclusive of any amounts distributed pursuant to clauses (e)(i) or (e)(ii) of the definition of REMIC I
Distribution Amount) to be made and Realized Losses to be allocated on such Distribution Date, which is equal to the
aggregate of the REMIC I Y-AA and Z-AA Principal Reduction Amounts.
ΔPkk= the aggregate principal reduction resulting on such Distribution Date on the Group BB Loans as a result of principal
distributions (exclusive of any amounts distributed pursuant to clauses (e)(i) or (e)(ii) of the definition of REMIC I
Distribution Amount) to be made and Realized Losses to be allocated on such Distribution Date, which is equal to the
aggregate of the REMIC I Y-BB and Z-BB Principal Reduction Amounts.
ΔPll = the aggregate principal reduction resulting on such Distribution Date on the Group CC Loans as a result of principal
distributions (exclusive of any amounts distributed pursuant to clauses (e)(i) or (e)(ii) of the definition of REMIC I
Distribution Amount) to be made and Realized Losses to be allocated on such Distribution Date, which is equal to the
aggregate of the REMIC I Y-CC and Z-CC Principal Reduction Amounts.
ΔPmm =the aggregate principal reduction resulting on such Distribution Date on the Group DD Loans as a result of principal
distributions (exclusive of any amounts distributed pursuant to clauses (e)(i) or (e)(ii) of the definition of REMIC I
Distribution Amount) to be made and Realized Losses to be allocated on such Distribution Date, which is equal to the
aggregate of the REMIC I Y-DD and Z-DD Principal Reduction Amounts.
α = .0005
γ1 = (R - R1)/(M% - R). If R=>L%, γ1 is a non-negative number unless its denominator is zero, in which event it is
undefined.
γ2 = (R - J%)/(R2 - R). If R<K%, γ2 is a non-negative number.
γ3 = (R - R3)/(R4 - R). If K%<=R<=L%, γ3 is a non-negative number unless its denominator is zero, in which case it
is undefined.
If γ1 is undefined, ΔYjj = Yjj, ΔYkk = Ykk, ΔYll = Yll, and ΔYmm = (Ymm/Pmm)ΔPmm.
If γ2 is zero, ΔYjj = (Yjj/Pjj)ΔPjj, ΔYkk = Ykk, ΔYll = Yll and ΔYmm = Ymm.
If K%<=R<=L% and γ3 is undefined, ΔYjj = Yjj, ΔYkk = Ykk, ΔYmm = Ymm, and ΔYll = (Yll/Pll)ΔPll.
If K%<=R<=L% and γ3 is zero, ΔYkk = (Ykk/Pkk)ΔPkk, ΔYjj = Yjj, ΔYll = Yll and ΔYmm = Ymm.
In the remaining situations, ΔYjj, ΔYkk, ΔYll and ΔYmm shall be defined as follows:
I. If R=>L%, make the following additional definitions:
δYjj = 0, if R1< r1;
(R1- r1)( Yjj + Ykk + Yll)Yjj/((R1 - J%)Yjj + (R1 - K%)Ykk), if R1=> r1 and R1=>K%; and
(R1- r1)( Yjj + Ykk + Yll)/(R1 - J%), if R1=> r1 and R1<K%;
δYkk = 0, if R1< r1 and R1=>K%;
(R1- r1)( Yjj + Ykk + Yll)Ykk/((R1 - K%)Ykk + (R1 - L%)Yll), if R1< r1 and R1<K%;
(R1- r1)( Yjj + Ykk + Yll)Ykk/((R1 - J%)Yjj + (R1 - K%)Ykk), if R1=> r1 and R1=>K%; and
0, if R1=> r1 and R1<K%; and
δYll = (R1- r1)( Yjj + Ykk + Yll)/(R1 - L%), if R1< r1 and R1=>K%;
(R1- r1)( Yjj + Ykk + Yll)Yll/((R1 - K%)Ykk + (R1 - L%)Yll), if R1< r1 and R1<K%; and
0, if R1=> r1.
δY1, δYkk, and δYll are numbers between Yjj and 0, Ykk and 0, and Yll and 0, respectively, such that
(J%(Yjj - δYjj) + K%( Ykk.- δYkk) + L%( Yll.- δYll))/(Yjj - δYjj + Ykk.- δYkk + Yll.-
δYll) = R1.
Y5 = Yjj - δYjj + Ykk.- δYkk + Yll.- δYll
P5 = Pjj + Pkk + Pll.
ΔP5 = ΔPjj + ΔPkk + ΔPll.
ΔY5 = ΔYjj - δYjj + ΔYkk.- δYkk + ΔYll.- δYll
1. If Ymm - α(Pmm - ΔPmm) => 0, Y5- α(P5 - ΔP5) => 0, and γ1(P5 - ΔP5) < (Pmm - ΔPmm),
ΔYmm = Ymm - αγ1(P5 - ΔP5) and ΔY5 = Y5 - α(P5 - ΔP5).
2. If Ymm - α(Pmm - ΔPmm) => 0, Y5 - α(P5 - ΔP5) => 0, and γ1(P5 - ΔP5) => (Pmm - ΔPmm),
ΔYmm = Ymm - α(Pmm - ΔPmm) and ΔY5 = Y5 - (α/γ1)(Pmm - ΔPmm).
3. If Ymm - α(Pmm - ΔPmm) < 0, Y5 - α(P5 - ΔP5) => 0, and Y5 - α(P5 - ΔP5) =>
Y5 - (Ymm/γ1), ΔYmm = Ymm - αγ1(P5 - ΔP5) and ΔY5 = Y5 - α(P5 - ΔP5).
4. If Ymm - α(Pmm - ΔPmm) < 0, Y5 - (Ymm/γ1) => 0, and Y5 - α(P5 - ΔP5) <= Y5 - (Ymm/γ1),
ΔYmm = 0 and ΔY5 = Y5 - (Ymm/γ1).
5. If Y5 - α(P5 - ΔP5) < 0, Y5 - (Ymm/γ1) < 0, and Ymm - α(Pmm - ΔPmm) <= Ymm - (γ1Y5),
ΔYmm = Ymm - (γ1Y5) and ΔY5 = 0.
6. If Y5 - α(P5 - ΔP5) < 0, Ymm - α(Pmm - ΔPmm) => 0, and Ymm - α(Pmm - ΔPmm) =>
Ymm - (γ1Y5), ΔYmm = Ymm - α(Pmm - ΔPmm) and ΔY5 = Y5 - (α/γ1)(Pmm - ΔPmm).
ΔYjj = δYjj + [(Yjj - δYjj)/(Yjj - δYjj + Ykk - δYkk + Yll - δYll)]ΔY5
ΔYkk = δYkk + [(Ykk - δYkk)/(Yjj - δYjj + Ykk - δYkk + Yll - δYll)]ΔY5
ΔYll = δYll + [(Yll - δYll)/(Yjj - δYjj + Ykk - δYkk + Yll - δYll)]ΔY5
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized Losses
and defining the REMIC I Y and Z Principal Distribution Amounts is to accomplish the following goals in the following order of
priority:
1. Making the ratio of Ymm to Y5 equal to γ1 after taking account of the allocation Realized Losses and the distributions
that will be made through end of the Distribution Date to which such provisions relate and assuring that the Principal
Reduction Amount for each of the REMIC I Regular Interests is greater than or equal to zero for such Distribution Date;
2. Making the REMIC I Regular Interest Y-AA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the
REMIC I Regular Interests Y-AA and Z-AA Uncertificated Principal Balances, the REMIC I Regular Interest Y-BB Uncertificated
Principal Balance less than or equal to 0.0005 of the sum of the REMIC I Regular Interests Y-BB and Z-BB Uncertificated
Principal Balances, the REMIC I Regular Interest Y-CC Uncertificated Principal Balance less than or equal to 0.0005 of the
sum of the REMIC I Regular Interests Y-CC and Z-CC Uncertificated Principal Balances and the REMIC I Regular Interest Y-DD
Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the REMIC I Regular Interests Y-DD and Z-DD
Uncertificated Principal Balances, in each case after giving effect to allocations of Realized Losses and distributions to
be made through the end of the Distribution Date to which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is Ymm and whose denominator is the sum of Ymm and REMIC I Regular
Interest Z-DD Uncertificated Principal Balance and (b) the fraction whose numerator is Y5 and whose denominator is the sum
of Y5, the REMIC I Regular Interests Z-AA, Z-BB and Z-CC Uncertificated Principal Balances as large as possible while
remaining less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of REMIC I Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals within the
requirement that each REMIC I Y Principal Reduction Amount must be less than or equal to the sum of (a) the principal portion of
Realized Losses to be allocated on the related Distribution Date for the related Group and (b) the remainder of the portion of the
REMIC I Available Distribution Amount derived from the related Group after reduction thereof by the distributions to be made on such
Distribution Date in respect of interest on the related REMIC I Y and Z Regular Interests, or, if both of such goals cannot be
accomplished within such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In
the event of any conflict among the provisions of the definition of the REMIC I Y Principal Reduction Amounts, such conflict shall be
resolved on the basis of the goals and their priorities set forth above within the requirement set forth in the preceding sentence.
If the formula allocation of ΔY5 among ΔYjj, ΔYkk and ΔYll cannot be achieved because either ΔYjj as so defined is greater than ΔPjj,
ΔYkk as so defined is greater than ΔPkk or ΔYll as so defined is greater than ΔPll, such an allocation shall be made as close as
possible to the formula allocation within the requirement that ΔYjj < ΔPjj, ΔYkk < ΔPkk and ΔYll < ΔPll.
II. If R<=K%, make the following additional definitions:
δYkk = 0, if R2 < r2;
(R2- r2)( Ykk + Yll + Ymm)Ykk/((R2 - K%)Ykk + (R2 - L%)Yll), if R2=> r2 and R2=>L%; and
(R2- r2)( Ykk + Yll + Ymm)/(R2 - K%), if R2=> r2 and R2<L%;
δYll = 0, if R2< r2 and R2=>L%;
(R2- r2)( Ykk + Yll + Ymm)Yll/((R2 - L%)Yll + (R2 - M%)Ymm), if R2< r2 and R2<L%;
(R2- r2)( Ykk + Yll + Ymm)Yll/((R2 - K%)Ykk + (R2 - L%)Yll), if R2=> r2 and R2=>L%; and
0, if R2=> r2 and R2<L%; and
δYmm = (R2- r2)( Ykk + Yll + Ymm)/(R2 - M%), if R2< r2 and R2=>L%;
(R2- r2)( Ykk + Yll + Ymm)Ymm/((R2 - L%)Yll + (R2 - M%)Ymm), if R2 < r2 and R2<L%; and
0, if R2=> r2.
δYkk, δYll, and δYmm are numbers between Ykk and 0, Yll and 0, and Ymm and 0, respectively, such that
(K%(Ykk - δYkk) + L%( Yll.- δYll) + M%( Ymm.- δYmm))/(Ykk - δYkk + Yll.- δYll + Ymm.-
δYmm) = R2.
Y6 = Ykk - δYkk + Yll.- δYll + Ymm.- δYmm
P6 = Pkk + Pll + Pmm.
ΔP6 = ΔPkk + ΔPll + ΔPmm.
ΔY6 = ΔYkk - δYkk + ΔYll.- δYll + ΔYmm.- δYmm
1. If Y6 - α(P6 - ΔP6) => 0, Yjj- α(Pjj - ΔPjj) => 0, and γ2(Pjj - ΔPjj) < (P6 - ΔP6),
ΔY6 = Y6 - αγ2(Pjj - ΔPjj) and ΔYjj = Yjj - α(Pjj - ΔPjj).
2. If Y6 - α(P6 - ΔP6) => 0, Yjj - α(Pjj - ΔPjj) => 0, and γ2(Pjj - ΔPjj) => (P6 - ΔP6),
ΔY6 = Y6 - α(P6 - ΔP6) and ΔYjj = Yjj - (α/γ2)(P6 - ΔP6).
3. If Y6 - α(P6 - ΔP6) < 0, Yjj - α(Pjj - ΔPjj) => 0, and Yjj - α(Pjj - ΔPjj) =>
Yjj - (Y6/γ2), ΔY6 = Y6 - αγ2(Pjj - ΔPjj) and ΔYjj = Yjj - α(Pjj - ΔPjj).
4. If Y6 - α(P6 - ΔP6) < 0, Yjj - (Y6/γ2) => 0, and Yjj - α(Pjj - ΔPjj) <= Yjj - (Y6/γ2),
ΔY6 = 0 and ΔYjj = Yjj - (Y6/γ2).
5. If Yjj - α(Pjj - ΔPjj) < 0, Yjj - (Y6/γ2) < 0, and Y6 - α(P6 - ΔP6) <= Y6 - (γ2Yjj),
ΔY6 = Y6 - (γ2Yjj) and ΔYjj = 0.
6. If Yjj - α(Pjj - ΔPjj) < 0, Y6 - α(P6 - ΔP6) => 0, and Y6 - α(P6 - ΔP6) =>
Y6 - (γ2Yjj), ΔY6 = Y6 - α(P6 - ΔP6) and ΔYjj = Yjj - (α/γ2)(P6 - ΔP6).
ΔYkk = δYkk + [(Ykk - δYkk)/(Ykk - δYkk + Yll - δYll + Ymm - δYmm)] ΔY6
ΔYll = δYll + [(Yll - δYll)/(Ykk - δYkk + Yll - δYll + Ymm - δYmm)] ΔY6
ΔYmm = δYmm + [(Ymm - δYmm)/(Ykk - δYkk + Yll - δYll + Ymm - δYmm)] ΔY6
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized Losses
and defining the REMIC I Y and Z Principal Distribution Amounts is to accomplish the following goals in the following order of
priority:
1. Making the ratio of Y6 to Yjj equal to γ2 after taking account of the allocation Realized Losses and the distributions
that will be made through end of the Distribution Date to which such provisions relate and assuring that the Principal
Reduction Amount for each of the REMIC I Regular Interests is greater than or equal to zero for such Distribution Date;
2. Making the REMIC I Regular Interest Y-AA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the
REMIC I Regular Interests Y-AA and Z-AA Uncertificated Principal Balances, the REMIC I Regular Interest Y-BB Uncertificated
Principal Balance less than or equal to 0.0005 of the sum of the REMIC I Regular Interests Y-BB and Z-BB Uncertificated
Principal Balances, the REMIC I Regular Interest Y-CC Uncertificated Principal Balance less than or equal to 0.0005 of the
sum of the REMIC I Regular Interests Y-CC and Z-CC Uncertificated Principal Balances and the REMIC I Regular Interest Y-DD
Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the REMIC I Regular Interests Y-DD and Z-DD
Uncertificated Principal Balances, in each case after giving effect to allocations of Realized Losses and distributions to
be made through the end of the Distribution Date to which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is Yjj and whose denominator is the sum of Yjj and REMIC I Regular
Interest Z-AA Uncertificated Principal Balance and (b) the fraction whose numerator is Y6 and whose denominator is the sum
of Y6, the REMIC I Regular Interests Z-BB, Z-CC and Z-DD Uncertificated Principal Balances as large as possible while
remaining less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of REMIC I Y Principal Reduction Amount to accomplish
both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals within the requirement
that each REMIC I Y Principal Reduction Amount must be less than or equal to the sum of (a) the principal portion of
Realized Losses to be allocated on the related Distribution Date for the related Group and (b) the remainder of the portion
of the REMIC I Available Distribution Amount derived from the related Group after reduction thereof by the distributions to
be made on such Distribution Date in respect of interest on the related REMIC I Y and Z Regular Interests, or, if both of
such goals cannot be accomplished within such requirement, such adjustment as is necessary shall be made to accomplish goal
1 within such requirement. In the event of any conflict among the provisions of the definition of the REMIC I Y Principal
Reduction Amounts, such conflict shall be resolved on the basis of the goals and their priorities set forth above within the
requirement set forth in the preceding sentence. If the formula allocation of ΔY6 among ΔYkk, ΔYll and ΔYmm cannot be
achieved because either ΔYkk as so defined is greater than ΔPkk, ΔYll as so defined is greater than ΔPll or ΔYmm as so
defined is greater than ΔPmm, such an allocation shall be made as close as possible to the formula allocation within the
requirement that ΔYkk < ΔPkk, ΔYll < ΔPll and ΔYmm < ΔPmm.
III. If K%<=R<=L%, make the following additional definitions:
δYjj = 0, if R3< r3; and
(R3- r3)( Yjj + Ykk)/(R3 - J%), if R3=> r3;
δYkk = 0, if R3=> r3; and
(R3- r3)( Yjj + Ykk)/(R3 - K%), if R3 < r3;
δYll = 0, if R4 < r4; and
(R4- r4)(Yll + Ymm)/(R4 - L%), if R4=> r4; and
δYmm = (R4- r4)(Yll + Ymm)/(R4 - M%), if R4 < r4; and
0, if R4=> r4.
δYjj, δYkk, δYll, and δYmm are numbers between Yjj and 0, Ykk and 0, Yll and 0, and Ymm and 0, respectively,
such that
(J%(Yjj - δYjj) + K%(Ykk.- δYkk))/(Yjj - δYjj + Ykk.- δYkk) = R3 and
(L%(Yll - δYll) + M%(Ymm.- δYmm))/(Yll - δYll + Ymm.- δYmm) = R4.
Y7 = Yjj - δYjj + Ykk.- δYkk
P7 = Pjj + Pkk.
ΔP7 = ΔPjj + ΔPkk.
ΔY7 = ΔYjj - δYjj + ΔYkk.- δYkk.
Y8 = Yll.- δYll + Ymm.- δYmm.
P8 = Pll + Pmm.
ΔP8 = ΔPll + ΔPmm.
ΔY8 = ΔYll.- δYll + ΔYmm.- δYmm
1. If Y8 - α(P8 - ΔP8) => 0, Y7- α(P7 - ΔP7) => 0, and γ3(P7 - ΔP7) < (P8 - ΔP8),
ΔY8 = Y8 - αγ3(P7 - ΔP7) and ΔY7 = Y7 - α(P7 - ΔP7).
2. If Y8 - α(P8 - ΔP8) => 0, Y7 - α(P7 - ΔP7) => 0, and γ3(P7 - ΔP7) => (P8 - ΔP8),
ΔY8 = Y8 - α(P8 - ΔP8) and ΔY7 = Y7 - (α/γ3)(P8 - ΔP8).
3. If Y8 - α(P8 - ΔP8) < 0, Y7 - α(P7 - ΔP7) => 0, and Y7 - α(P7 - ΔP7) => Y7 - (Y8/γ3),
ΔY8 = Y8 - αγ3(P7 - ΔP7) and ΔY7 = Y7 - α(P7 - ΔP7).
4. If Y8 - α(P8 - ΔP8) < 0, Y7 - (Y8/γ3) => 0, and Y7 - α(P7 - ΔP7) <= Y7 - (Y8/γ3),
ΔY8 = 0 and ΔY7 = Y7 - (Y8/γ3).
5. If Y7 - α(P7 - ΔP7) < 0, Y7 - (Y8/γ3) < 0, and Y8 - α(P8 - ΔP8) <= Y8 - (γ3Y7),
ΔY8 = Y8 - (γ3Y7) and ΔY7 = 0.
6. If Y7 - α(P7 - ΔP7) < 0, Y8 - α(P8 - ΔP8) => 0, and Y8 - α(P8 - ΔP8) => Y8 - (γ3Y7),
ΔY8 = Y8 - α(P8 - ΔP8) and ΔY7 = Y7 - (α/γ3)(P8 - ΔP8).
ΔYjj = δYjj + [(Yjj - δYjj)/(Yjj - δYjj + Ykk - δYkk)] ΔY7
ΔYkk = δYkk + [(Ykk - δYkk)/(Yjj - δYjj + Ykk - δYkk)]ΔY7
ΔYll = δYll + [(Yll - δYll)/(Yll - δYll + Ymm - δYmm)] ΔY8
ΔYmm = δYmm + [(Ymm - δYmm)/(Yll - δYll + Ymm - δYmm)] ΔY8
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized Losses
and defining the REMIC I Y and Z Principal Distribution Amounts is to accomplish the following goals in the following order of
priority:
1. Making the ratio of Y8 to Y7 equal to γ3 after taking account of the allocation Realized Losses and the distributions
that will be made through end of the Distribution Date to which such provisions relate and assuring that the Principal
Reduction Amount for each of the REMIC I Regular Interests is greater than or equal to zero for such Distribution Date;
2. Making the REMIC I Regular Interest Y-AA Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the
REMIC I Regular Interests Y-AA and Z-AA Uncertificated Principal Balances, the REMIC I Regular Interest Y-BB Uncertificated
Principal Balance less than or equal to 0.0005 of the sum of the REMIC I Regular Interests Y-BB and Z-BB Uncertificated
Principal Balances, the REMIC I Regular Interest Y-CC Uncertificated Principal Balance less than or equal to 0.0005 of the
sum of the REMIC I Regular Interests Y-CC and Z-CC Uncertificated Principal Balances and the REMIC I Regular Interest Y-DD
Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the REMIC I Regular Interests Y-DD and Z-DD
Uncertificated Principal Balances, in each case after giving effect to allocations of Realized Losses and distributions to
be made through the end of the Distribution Date to which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is Y7 and whose denominator is the sum of Y7, the REMIC I Regular
Interest Z-AA Uncertificated Principal Balance and the REMIC I Regular Interest Z-BB Uncertificated Principal Balance and
(b) the fraction whose numerator is Y8 and whose denominator is the sum of Y8, the REMIC I Regular Interests Z-CC and Z-DD
Uncertificated Principal Balances as large as possible while remaining less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of REMIC I Y Principal Reduction Amount to accomplish
both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals within the requirement
that each REMIC I Y Principal Reduction Amount must be less than or equal to the sum of (a) the principal portion of
Realized Losses to be allocated on the related Distribution Date for the related Group and (b) the remainder of the portion
of the REMIC I Available Distribution Amount derived from the related Group after reduction thereof by the distributions to
be made on such Distribution Date in respect of interest on the related REMIC I Y and Z Regular Interests, or, if both of
such goals cannot be accomplished within such requirement, such adjustment as is necessary shall be made to accomplish goal
1 within such requirement. In the event of any conflict among the provisions of the definition of the REMIC I Y Principal
Reduction Amounts, such conflict shall be resolved on the basis of the goals and their priorities set forth above within the
requirement set forth in the preceding sentence. If the formula allocation of ΔY7 between ΔYjj and ΔYkk, or of ΔY8 between
ΔYll and ΔYmm cannot be achieved because either ΔYjj as so defined is greater than ΔPjj, ΔYkk as so defined is greater than
ΔPkk, ΔYll as so defined is greater than ΔPll or ΔYmm as so defined is greater than ΔPmm, such an allocation shall be made as
close as possible to the formula allocation within the requirement that ΔYjj < ΔPjj, ΔYkk < ΔPkk, ΔYll < ΔPll and
ΔYmm < ΔPmm.
APPENDIX 2
Calculation of REMIC II Y Principal Reduction Amounts
REMIC II Y Principal Reduction Amounts: For any Distribution Date the amounts by which the
Uncertificated Principal Balances of the REMIC II Y Regular Interests will be reduced on such Distribution Date
by the allocation of Realized Losses and the distribution of principal, determined as follows:
First for each of Sub-Loan Group III-1, Sub-Loan Group III-2, Sub-Loan Group III-3, Sub-Loan Group
III-4, Sub-Loan Group III-5 and Sub-Loan Group III-6 (referred to in this Appendix 2 as a "Group"), determine the
weighted average pass-through rate for that Group for distributions of interest that will be made on the next
succeeding Distribution Date (the “Group Interest Rate”). The Principal Reduction Amount for each of the REMIC
II Y Regular Interests will be determined pursuant to the “Generic solution for the REMIC II Y PrincipalReduction Amounts” set forth below (the “Generic Solution”) by making identifications among the actual Groups and
their related REMIC II Y and Z Regular Interests and weighted average pass-through rates and the Groups named in
the Generic Solution and their related REMIC II Y and Z Regular Interests as follows:
A. Determine which Group has the lowest Group Interest Rate. That Group will be identified with Group
AA and the REMIC II Y and Z Regular Interests related to that Group will be respectively identified with the
REMIC II Regular Interests YAA and ZAA. The Group Interest Rate for that Group will be identified with J%. If
two or more Groups have the lowest Group Interest Rate pick one for this purpose, subject to the restriction that
each Group may be picked only once in the course of any such selections pursuant to paragraphs A through F of
this definition.
B. Determine which Group has the second lowest Group Interest Rate. That Group will be identified with
Group BB and the REMIC II Y and Z Regular Interests related to that Group will be respectively identified with
the REMIC II Regular Interests YBB and ZBB. The Group Interest Rate for that Group will be identified with K%.
If two or more Groups have the second lowest Group Interest Rate pick one for this purpose, subject to the
restriction that each Group may be picked only once in the course of any such selections pursuant to paragraphs A
through F of this definition.
C. Determine which Group has the third lowest Group Interest Rate. That Group will be identified with
Group CC and the REMIC II Y and Z Regular Interests related to that Group will be respectively identified with
the REMIC II Regular Interests YCC and ZCC. The Group Interest Rate for that Group will be identified with L%.
If two or more Groups have the third lowest Group Interest Rate pick one for this purpose, subject to the
restriction that each Group may be picked only once in the course of any such selections pursuant to paragraphs A
through F of this definition.
D. Determine which Group has the fourth lowest Group Interest Rate. That Group will be identified with
Group DD and the REMIC II Y and Z Regular Interests related to that Group will be respectively identified with
the REMIC II Regular Interests YDD and ZDD. The Group Interest Rate for that Group will be identified with M%.
If two or more Groups have the fourth lowest Group Interest Rate pick one for this purpose, subject to the
restriction that each Group may be picked only once in the course of any such selections pursuant to paragraphs A
through F of this definition.
E. Determine which Group has the fifth lowest Group Interest Rate. That Group will be identified with
Group EE and the REMIC II Y and Z Regular Interests related to that Group will be respectively identified with
the REMIC II Regular Interests YEE and ZEE. The Group Interest Rate for that Group will be identified with N%.
If two or more Groups have the fifth lowest Group Interest Rate pick one for this purpose, subject to the
restriction that each Group may be picked only once in the course of any such selections pursuant to paragraphs A
through F of this definition.
F. Determine which Group has the highest Group Interest Rate. That Group will be identified with Group
FF and the REMIC II Y and Z Regular Interests related to that Group will be respectively identified with the
REMIC II Regular Interests YFF and ZFF. The Group Interest Rate for that Group will be identified with O%. If
two or more Groups have the highest Interest Rate pick one for this purpose, subject to the restriction that each
Group may be picked only once in the course of any such selections pursuant to paragraphs A through F of this
definition.
Second, apply the Generic Solution set forth below to determine the REMIC II Y Principal Reduction
Amounts for the Distribution Date using the identifications made above.
Generic Solution for the REMIC II Y Principal Reduction Amounts: For any Distribution Date,
the amounts by which the Uncertificated Principal Balances of the REMIC II Y Regular Interests will be reduced on
such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as
follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
J% = the weighted average pass-through rate on the Group AA Mortgage Loans for interest to be distributed on
the next succeeding Distribution Date.
K% = the weighted average pass-through rate on the Group BB Mortgage Loans for interest to be distributed on
the next succeeding Distribution Date.
L% = the weighted average pass-through rate on the Group CC Mortgage Loans for interest to be distributed on
the next succeeding Distribution Date.
M% = the weighted average pass-through rate on the Group DD Mortgage Loans for interest to be distributed on
the next succeeding Distribution Date.
N% = the weighted average pass-through rate on the Group EE Mortgage Loans for interest to be distributed on
the next succeeding Distribution Date.
O% = the weighted average pass-through rate on the Group FF mortgage loans for interest to be distributed on
the next succeeding Distribution Date.
For purposes of the succeeding definitions and formulas, it is required that J%<=K%<=L%<=M%<=N%<=O%.
PJB = the Group AA Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PKB = the Group BB Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PLB = the Group CC Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PMB = the Group DD Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PNB = the Group EE Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
POB = the Group FF Subordinate Percentage after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
R = the Pass-Through Rate on the Group III Subordinate Certificates
= (J%PJB + K%PKB + L%PLB + M%PMB + N%PNB + O%POB)/
(PJB + PKB + PLB + PMB + PNB + POB)
R11 = the weighted average of the weighted average pass-through rates for Group AA, Group BB, Group CC, Group
DD and Group EE after giving effect to the allocation of Realized Losses and distributions of principal
to be made on such Distribution Date
= {J%(Pj- ΔPj) + K% (Pk - ΔPk) + L% (Pl - ΔPl) + M% (Pm - ΔPm) + N% (Pn - ΔPn) }/
(Pj - ΔPj + Pk - ΔPk + Pl - ΔPl + Pm - ΔPm + Pn - ΔPn)
R12 = the Group FF weighted average pass-through rate
= O%
R21 = the weighted average of the weighted average pass-through rates for Group AA, Group BB, Group CC and
Group DD after giving effect to the allocation of Realized Losses and distributions of principal to be
made on such Distribution Date
= {J% (Pj - ΔPj) + K% (Pk - ΔPk) + L% (Pl - ΔPl) + M% (Pm - ΔPm) }/
(Pj - ΔPj + Pk - ΔPk + Pl - ΔPl + Pm - ΔPm)
R22 = the weighted average of the weighted average pass-through rates for Group EE and Group FF
= {N% (Pn - ΔPn) + O% (Po - ΔPo)}/(Pn - ΔPn + Po - ΔPo)
R31 = the weighted average of the weighted average pass-through rates for Group AA, Group BB and Group CC
after giving effect to the allocation of Realized Losses and distributions of principal to be made on
such Distribution Date
= {(J% (Pj - ΔPj) + K% (Pk - ΔPk) + L% (Pl - ΔPl) }/
(Pj - ΔPj + Pk - ΔPk + Pl - ΔPl)
R32 = the weighted average of the weighted average pass-through rates for Group DD, Group EE and Group FF
after giving effect to the allocation of Realized Losses and distributions of principal to be made on
such Distribution Date
=
{ M% (Pm - ΔPm) + N% (Pn - ΔPn) + O% (Po - ΔPo)}/( Pm - ΔPm + Pn - ΔPn + Po - ΔPo )
R41 = the weighted average of the weighted average pass-through rates for Group AA and Group BB after giving
effect to the allocation of Realized Losses and distributions of principal to be made on such
Distribution Date
= {J% (Pj - ΔPj) + K% (Pk - ΔPk) }/
(Pj - ΔPj + Pk - ΔPk )
R42 = the weighted average of the weighted average pass-through rates for Group CC, Group DD, Group EE and
Group FF after giving effect to the allocation of Realized Losses and distributions of principal to be
made on such Distribution Date
= { N% (Pn - ΔPn) + O% (Po - ΔPo) + L% (Pl - ΔPl) + M% (Pm - ΔPm)}/
( Pn - ΔPn + Po - ΔPo + Pl - ΔPl + Pm - ΔPm )
R51 = the weighted average pass-through rate for Group AA after giving effect to the allocation of Realized
Losses and distributions of principal to be made on such Distribution Date
= J%
R52 = the weighted average of the weighted average pass-through rates for Group BB, Group CC, Group DD,
Group EE and Group FF after giving effect to the allocation of Realized Losses and distributions of
principal to be made on such Distribution Date
=
{ M% (Pm - ΔPm) + N% (Pn - ΔPn) + O% (Po - ΔPo) + K% (Pk - ΔPk) + L% (Pl - ΔPl)}/
( Pm - ΔPm + Pn - ΔPn + Po - ΔPo + Pk - ΔPk + Pl - ΔPl )
r11 = the weighted average of the Uncertificated Pass Through Rates for REMIC II Regular Interests YAA, YBB,
YCC, YDD and YEE
= (J% Yj + K% Yk + L% Yl + M% Ym + N% Yn )/
(Yj + Yk + Yl + Ym + Yn)
r12 = the Uncertificated Pass Through Rate for REMIC II Regular Interest YFF
= O%
r21 = the weighted average of the Uncertificated Pass Through Rates for REMIC II Regular Interests YAA, YBB,
YCC and YDD
= (J% Yj + K% Yk + L% Yl + M% Ym )/(Yj + Yk + Yl + Ym )
r22 = the weighted average of the Uncertificated Pass Through Rates for REMIC II Regular Interests YEE and YFF
= ( N% Yn + O% Yo )/( Yn + Yo )
r31 = the weighted average of the Uncertificated Pass Through Rates for REMIC II Regular Interests YAA, YBB
and YCC
= (J% Yj + K% Yk + L% Yl )/(Yj + Yk + Yl )
r32 = the weighted average of the Uncertificated Pass Through Rates for REMIC II Regular Interests YDD, YEE
and YFF
= ( O% Yo + M% Ym + N% Yn )/( Yo + Ym + Yn )
r41 = the weighted average of the Uncertificated Pass Through Rates for REMIC II Regular Interests YAA and YBB
= (J% Yj + K% Yk )/(Yj + Yk )
r42 = the weighted average of the Uncertificated Pass Through Rates for REMIC II Regular Interests YCC, YDD,
YEE and YFF
= ( N% Yn + O% Yo + L% Yl + M% Ym )/( Yn + Yo + Yl + Ym )
r51 = the Uncertificated Pass Through Rates for REMIC II Regular Interest YAA
= J%
r52 = the weighted average of the Uncertificated Pass Through Rates for REMIC II Regular Interests YBB, YCC,
YDD, YEE and YFF
= ( M% Ym + N% Yn + O% Yo + K% Yk + L% Yl )/( Ym + Yn + Yo + Yk + Yl )
Yj = the Uncertificated Principal Balance of REMIC II Regular Interest YAA after distributions on the prior
Distribution Date.
Yk = the Uncertificated Principal Balance of REMIC II Regular Interest YBB after distributions on the prior
Distribution Date.
Yl = the Uncertificated Principal Balance of REMIC II Regular Interest YCC after distributions on the prior
Distribution Date.
Ym = the Uncertificated Principal Balance of REMIC II Regular Interest YDD after distributions on the prior
Distribution Date.
Yn = the Uncertificated Principal Balance of REMIC II Regular Interest YEE after distributions on the prior
Distribution Date.
Yo = the Uncertificated Principal Balance of REMIC II Regular Interest YFF after distributions on the prior
Distribution Date.
ΔYj = the REMIC II YAA Principal Reduction Amount.
ΔYk = the REMIC II YBB Principal Reduction Amount.
ΔYl = the REMIC II YCC Principal Reduction Amount.
ΔYm = the REMIC II YDD Principal Reduction Amount.
ΔYn = the REMIC II YEE Principal Reduction Amount.
ΔYo = the REMIC II YFF Principal Reduction Amount.
Zj = the Uncertificated Principal Balance of REMIC II Regular Interest ZAA after distributions on the prior
Distribution Date.
Zk = the Uncertificated Principal Balance of REMIC II Regular Interest ZBB after distributions on the prior
Distribution Date.
Zl = the Uncertificated Principal Balance of REMIC II Regular Interest ZCC after distributions on the prior
Distribution Date.
Zm = the Uncertificated Principal Balance of REMIC II Regular Interest ZDD after distributions on the prior
Distribution Date.
Zn = the Uncertificated Principal Balance of REMIC II Regular Interest ZEE after distributions on the prior
Distribution Date.
Zo = the Uncertificated Principal Balance of REMIC II Regular Interest ZFF after distributions on the prior
Distribution Date.
ΔZj = the REMIC II ZAA Principal Reduction Amount.
ΔZk = the REMIC II ZBB Principal Reduction Amount.
ΔZl = the REMIC II ZCC Principal Reduction Amount.
ΔZm = the REMIC II ZDD Principal Reduction Amount.
ΔZn = the REMIC II ZEE Principal Reduction Amount.
ΔZo = the REMIC II ZFF Principal Reduction Amount.
Pj = the aggregate Uncertificated Principal Balance of REMIC II Regular Interests YAA and ZAA after
distributions on the prior Distribution Date.
= Yj + Zj
Pk = the aggregate Uncertificated Principal Balance of REMIC II Regular Interests YBB and ZBB after
distributions on the prior Distribution Date.
= Yk + Zk
Pl = the aggregate Uncertificated Principal Balance of REMIC II Regular Interests YCC and ZCC after
distributions on the prior Distribution Date.
= Yl + Zl =
Pm = the aggregate Uncertificated Principal Balance of REMIC II Regular Interests YDD and ZDD after
distributions on the prior Distribution Date.
= Ym + Zm
Pn = the aggregate Uncertificated Principal Balance of REMIC II Regular Interests YEE and ZEE after
distributions on the prior Distribution Date.
= Yn + Zn
Po = the aggregate Uncertificated Principal Balance of REMIC II Regular Interests YFF and ZFF after
distributions on the prior Distribution Date.
= Yo + Zo
ΔPj = the aggregate principal reduction resulting on such Distribution Date on the Group AA Mortgage
Loans as a result of principal distributions (exclusive of any amounts distributed pursuant to clauses
(g)(i) or (g)(ii) of the definition of REMIC II Distribution Amount) to be made and Realized Losses to
be allocated on such Distribution Date, which is equal to the aggregate of the REMIC II Y-AA and Z-AA
Principal Reduction Amounts.
= ΔYj + ΔZj
ΔPk = the aggregate principal reduction resulting on such Distribution Date on the Group BB Mortgage
Loans as a result of principal distributions (exclusive of any amounts distributed pursuant to clauses
(g)(i) or (g)(ii) of the definition of REMIC II Distribution Amount) to be made and Realized Losses to
be allocated on such Distribution Date, which is equal to the aggregate of the REMIC II Y-BB and Z-BB
Principal Reduction Amounts.
= ΔYk + ΔZk
ΔPl= the aggregate principal reduction resulting on such Distribution Date on the Group CC Mortgage
Loans as a result of principal distributions (exclusive of any amounts distributed pursuant to clauses
(g)(i) or (g)(ii) of the definition of REMIC II Distribution Amount) to be made and Realized Losses to
be allocated on such Distribution Date, which is equal to the aggregate of the REMIC II Y-CC and Z-CC
Principal Reduction Amounts.
= ΔYl + ΔZl
ΔPm = the aggregate principal reduction resulting on such Distribution Date on the Group DD Mortgage
Loans as a result of principal distributions (exclusive of any amounts distributed pursuant to clauses
(g)(i) or (g)(ii) of the definition of REMIC II Distribution Amount) to be made and Realized Losses to
be allocated on such Distribution Date, which is equal to the aggregate of the REMIC II Y-DD and Z-DD
Principal Reduction Amounts.
= ΔYm + ΔZm
ΔPn = the aggregate principal reduction resulting on such Distribution Date on the Group EE Mortgage
Loans as a result of principal distributions (exclusive of any amounts distributed pursuant to clauses
(g)(i) or (g)(ii) of the definition of REMIC II Distribution Amount) to be made and Realized Losses to
be allocated on such Distribution Date, which is equal to the aggregate of the REMIC II Y-EE and Z-EE
Principal Reduction Amounts.
= ΔYn + ΔZn
ΔPo = the aggregate principal reduction resulting on such Distribution Date on the Group FF Mortgage
Loans as a result of principal distributions (exclusive of any amounts distributed pursuant to clauses
(g)(i) or (g)(ii) of the definition of REMIC II Distribution Amount) to be made and Realized Losses to
be allocated on such Distribution Date, which is equal to the aggregate of the REMIC II Y-FF and Z-FF
Principal Reduction Amounts.
= ΔYo + ΔZo
α = .0005
γ1 = (R - R11)/(R12 - R). If R=>N%, γ1 is a non-negative number unless its denominator is
zero, in which event it is undefined.
γ2 = (R - R21)/(R22 - R). If R=>M%, γ2 is a non-negative number unless its denominator is
zero, in which event it is undefined.
γ3 = (R - R31)/(R32 - R). If R=>L%, γ3 is a non-negative number unless its denominator is
zero, in which event it is undefined.
γ4 = (R - R41)/(R42 - R). If R=>K%, γ4 is a non-negative number unless its denominator is
zero, in which event it is undefined.
γ5 = (R - R51)/(R52 - R). If R<K%, γ5 is a non-negative number.
If γ1 is undefined, ΔYj = Yj, ΔYk = Yk, ΔYl = Yl, ΔYm = Ym, ΔYn = Yn, and
ΔYo = (Yo/Po)ΔPo
If γ5 is zero, ΔYj = (Yj/Pj)ΔPj, ΔYk = Yk, ΔYl = Yl, ΔYm = Ym, ΔYn =
Yn, and ΔYo = Yo
In the remaining situations, ΔYj, ΔYk, ΔYl, ΔYm, ΔYn, and ΔYo shall be
defined as follows:
I. If R=>N%, make the following additional definitions:
δ1Yj = 0, if R11 < r11;
Yj if R11=> r11 and R11=>N%;
(R11- r11)( Yj + Yk + Yl + Ym + Yn )Yj/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl +
(R11 - M%)Ym }, if R11=> r11 and N%>R11=>M%;
(R11- r11)( Yj + Yk + Yl + Ym + Yn )Yj/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl }, if R11=> r11 and M%>R11=>L%;
(R11- r11)( Yj + Yk + Yl + Ym + Yn )Yj/
{(R11 - J%)Yj + (R11 - K%)Yk }, if R11=> r11 and L%>R11=>K%; and
(R11- r11)( Yj + Yk + Yl + Ym + Yn )/(R11 - J%), if R11=> r11 and K%>R11=>J%.
δ1Yk = 0, if R11 < r11 and R11=>K%;
(R11- r11)( Yj + Yk + Yl + Ym + Yn )Yk/
{ (R11 - K%)Yk + (R11 - L%)Yl + (R11 - M%)Ym +
(R11 - N%)Yn }, if R11 < r11 and R11<K%;
Yk if R11=> r11 and R11=>N%;
(R11- r11)( Yj + Yk + Yl + Ym + Yn )Yk/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl +
(R11 - M%)Ym }, if R11=> r11 and N%>R11=>M%;
(R11- r11)( Yj + Yk + Yl + Ym + Yn )Yk/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl }, if R11=> r11 and M%>R11=>L%;
(R11- r11)( Yj + Yk + Yl + Ym + Yn )Yk/
{(R11 - J%)Yj + (R11 - K%)Yk }, if R11=> r11 and L%>R11=>K%; and
0, if R11=> r11 and R11<K%.
δ1Yl = 0, if R11< r11 and R11=>L%;
(R11- r11)( Yj + Yk + Yl + Ym + Yn)Yl/
{ (R11 - L%)Yl + (R11 - M%)Ym + (R11 - N%)Yn }, if R11 < r11 and K%<=R11<L%;
(R11- r11)( Yj + Yk + Yl + Ym + Yn )Yl/
{ (R11 - K%)Yk + (R11 - L%)Yl + (R11 - M%)Ym +
(R11 - N%)Yn }, if R11< r11 and R11<K%;
Yl if R11=> r11 and R11=>N%;
(R11- r11)( Yj + Yk + Yl + Ym + Yn )Yl/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl +
(R11 - M%)Ym }, if R11=> r11 and N%>R11=>M%;
(R11- r11)( Yj + Yk + Yl + Ym + Yn )Yl/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl }, if R11=> r11 and M%>R11=>L%;
0, if R11=> r11 and R11<L%.
δ1Ym = 0, if R11< r11 and R11=>M%;
(R11- r11)( Yj + Yk + Yl + Ym + Yn )Ym/
{ (R11 - M%)Ym + (R11 - N%)Yn }, if R11< r11 and L%<=R11<M%;
(R11- r11)( Yj + Yk + Yl + Ym + Yn )Ym/
{ (R11 - L%)Yl + (R11 - M%)Ym + (R11 - N%)Yn }, if R11< r11 and K%<=R11<L%;
(R11- r11)( Yj + Yk + Yl + Ym + Yn )Ym/
{ (R11 - K%)Yk + (R11 - L%)Yl + (R11 - M%)Ym +
(R11 - N%)Yn }, if R11< r11 and R11<K%;
Ym if R11=> r11 and R11=>N%;
(R11- r11)( Yj + Yk + Yl + Ym + Yn )Ym/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl +
(R11 - M%)Ym }, if R11=> r11 and N%>R11=>M%;
0, if R11=> r11 and R11<M%.
δ1Yn = 0, if R11< r11 and R11=>N%;
(R11- r11)( Yj + Yk + Yl + Ym + Yn )/
{ (R11 - N%)}, if R11< r11 and M%<=R11<N%;
(R11- r11)( Yj + Yk + Yl + Ym + Yn )Yn/
{ (R11 - M%)Ym + (R11 - N%)Yn }, if R11< r11 and L%<=R11<M%;
(R11- r11)( Yj + Yk + Yl + Ym + Yn )Yn/
{ (R11 - L%)Yl + (R11 - M%)Ym + (R11 - N%)Yn }, if R11< r11 and K%<=R11<L%;
(R11- r11)( Yj + Yk + Yl + Ym + Yn )Yn/
{ (R11 - K%)Yk + (R11 - L%)Yl + (R11 - M%)Ym +
(R11 - N%)Yn }, if R11< r11 and R11<K%;
Yn if R11=> r11 and R11=>N%;
0, if R11=> r11 and R11<N%.
δ1Yj, δ1Yk, δ1Yl, δ1Ym, and δ1Yn are numbers respectively between Yj, Yk, Yl, Ym
and Yn and 0 such that
{J%(Yj - δ1Yj ) + K%( Yk.- δ1Yk) + L%( Yl.- δ1Yl) + M%( Ym.- δ1Ym) +
N%( Yn.- δ1Yn) }/
(Yj - δ1Yj + Yk.- δ1Yk + Yl.- δ1Yl + Ym.- δ1Ym + Yn.- δ1Yn )
= R11.
Y11 = Yj - δ1Yj + Yk.- δ1Yk + Yl.- δ1Yl + Ym.- δ1Ym + Yn.- δ1Yn
P11 = Pj + Pk + Pl + Pm + Pn
Z11 = Zj + Zk + Zl + Zm + Zn
ΔY11 = ΔYj - δ1Yj + ΔYk.- δ1Yk + ΔYl.- δ1Yl + ΔYm.-
δ1Ym + ΔYn.- δ1Yn
ΔP11 = ΔPj + ΔPk + ΔPl + ΔPm + ΔPn.
ΔZ11 = ΔZj + ΔZk + ΔZl + ΔZm + ΔZn.
1. If Yo - α(Po - ΔPo) => 0, Y11- α(P11 - ΔP11) => 0, and γ1(P11 -
ΔP11) < (Po - ΔPo), then ΔYo = Yo - αγ1(P11 - ΔP11) and
ΔY11 = Y11 - α(P11 - ΔP11).
2. If Yo - α(Po - ΔPo) => 0, Y11 - α(P11 - ΔP11) => 0, and
γ1(P11 - ΔP11) => (Po - ΔPo), then ΔYo = Yo - α(Po - ΔPo) and
ΔY11 = Y11 - (α/γ1)(Po - ΔPo).
3. If Yo - α(Po - ΔPo) < 0, Y11 - α(P11 - ΔP11) => 0, and
Y11 - α(P11 - ΔP11) => Y11 - (Yo/γ1), then
ΔYo = Yo - αγ1(P11 - ΔP11) and ΔY11 = Y11 - α(P11 - ΔP11).
4. If Yo - α(Po - ΔPo) < 0, Y11 - (Yo/γ1) => 0, and
Y11 - α(P11 - ΔP11) <= Y11 - (Yo/γ1), then ΔYo = 0 and
ΔY11 = Y11 - (Yo/γ1).
5. If Y11 - α(P11 - ΔP11) < 0, Y11 - (Yo/γ1) < 0, and
Yo - α(Po - ΔPo) <= Yo - (γ1Y11), then ΔYo = Yo - (γ1Y11) and ΔY11 = 0.
6. If Y11 - α(P11 - ΔP11) < 0, Yo - α(Po - ΔPo) => 0, and
Yo - α(Po - ΔPo) => Yo - (γ1Y11), then ΔYo = Yo - α(Po - ΔPo) and
ΔY11 = Y11 - (α/γ1)(Po - ΔPo).
ΔYj = δ1Yj + [(Yj - δ1Yj )/Y11 ] ΔY11
ΔYk = δ1Yk + [(Yk - δ1Yk )/Y11 ] ΔY11
ΔYl = δ1Yl + [(Yl - δ1Yl )/Y11 ] ΔY11
ΔYm = δ1Ym + [(Ym - δ1Ym )/Y11 ] ΔY11
ΔYn = δ1Yn + [(Yn - δ1Yn )/Y11 ] ΔY11
ΔYo = δ1Yo + [(Yo - δ1Yo )/Y11 ] ΔY11
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the REMIC II Y and Z Principal Distribution Amounts is to accomplish the following goals in
the following order of priority:
1. Making the ratio of (Yo - ΔYo ) to (Y11 - ΔY11 ) equal to γ1 after taking account of
the allocation Realized Losses and the distributions that will be made through the end of the Distribution
Date to which such provisions relate and assuring that the Principal Reduction Amount for each of the REMIC
II Regular Interests is greater than or equal to zero for such Distribution Date;
2. Making the REMIC II Regular Interest YAA Uncertificated Principal Balance less than or equal to 0.0005
of the sum of the REMIC II Regular Interest YAA and ZAA Uncertificated Principal Balances, the REMIC II
Regular Interest YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the REMIC
II Regular Interest YBB and ZBB Uncertificated Principal Balances, the REMIC II Regular Interest YCC
Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the REMIC II Regular Interest
YCC and ZCC Uncertificated Principal Balances, the REMIC II Regular Interest YDD Uncertificated Principal
Balance less than or equal to 0.0005 of the sum of the REMIC II Regular Interest YDD and ZDD Uncertificated
Principal Balances, the REMIC II Regular Interest YEE Uncertificated Principal Balance less than or equal to
0.0005 of the sum of the REMIC II Regular Interest YEE and ZEE Uncertificated Principal Balances and the
REMIC II Regular Interest YFF Uncertificated Principal Balance less than or equal to 0.0005 of the sum of
the REMIC II Regular Interest YFF and ZFF Uncertificated Principal Balances, in each case after giving
effect to allocations of Realized Losses and distributions to be made through the end of the Distribution
Date to which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Yo - ΔYo ) and whose denominator is the
sum of (Yo - ΔYo) and (Zo - ΔZo) and (b) the fraction whose numerator is (Y11 - ΔY11) and
whose denominator is the sum of (Y11 - ΔY11) and (Z11 - ΔZ11) as large as possible while
remaining less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of REMIC II Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each REMIC II Y Principal Reduction Amount must be less than or equal to the sum of
(a) the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Group and (b) the remainder of the portion of the REMIC II Available Distribution Amount derived from the related
Group after reduction thereof by the distributions to be made on such Distribution Date in respect of interest on
the related REMIC II Y and Z Regular Interests, or, if both of such goals cannot be accomplished within such
requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In the
event of any conflict among the provisions of the definition of the REMIC II Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocation of ΔY11 among ΔYj, ΔYk,
ΔYl, ΔYm and ΔYn cannot be achieved because one or more of ΔYj, ΔYk, ΔYl,
ΔYm, and ΔYn, as so defined is greater than the related one of ΔPj, ΔPk, ΔPl,
ΔPm and ΔPn, such an allocation shall be made as close as possible to the formula allocation within
the requirement that ΔYj < ΔPj, ΔYk < ΔPk, ΔYl < ΔPl, ΔYm < ΔPm
and ΔYn < ΔPn.
II. If M%<=R<=N%, make the following additional definitions:
δ2Yj = 0, if R21< r21;
Yj if R21=> r21 and R21=>M%;
(R21- r21)( Yj + Yk + Yl + Ym )Yj/
{(R21 - J%)Yj + (R21 - K%)Yk + (R21 - L%)Yl }, if R21=> r21 and M%>R21=>L%;
(R21- r21)( Yj + Yk + Yl + Ym )Yj/
{(R21 - J%)Yj + (R21 - K%)Yk }, if R21=> r21 and L%>R21=>K%; and
(R21- r21)( Yj + Yk + Yl + Ym )/(R21 - J%), if R21=> r21 and
K%>R21=>J%.
δ2Yk = 0, if R21< r21 and R21=>K%;
(R21- r21)( Yj + Yk + Yl + Ym )Yk/
{ (R21 - K%)Yk + (R21 - L%)Yl + (R21 - M%)Ym }, if R21< r21 and R21<K%;
Yk if R21=> r21 and R21=>M%;
(R21- r21)( Yj + Yk + Yl + Ym )Yk/
{(R21 - J%)Yj + (R21 - K%)Yk + (R21 - L%)Yl }, if R21=> r21 and M%>R21=>L%;
(R21- r21)( Yj + Yk + Yl + Ym )Yk/
{(R21 - J%)Yj + (R21 - K%)Yk }, if R21=> r21 and L%>R21=>K%; and
0, if R21=> r21 and R21<K%.
δ2Yl = 0, if R21< r21 and R21=>L%;
(R21- r21)( Yj + Yk + Yl + Ym )Yl/
{ (R21 - L%)Yl + (R21 - M%)Ym }, if R21< r21 and K%<=R21<L%;
(R21- r21)( Yj + Yk + Yl + Ym )Yl/
{ (R21 - K%)Yk + (R21 - L%)Yl + (R21 - M%)Ym }, if R21< r21 and R21<K%;
Yl if R21=> r21 and N%>R21=>M%;
(R21- r21)( Yj + Yk + Yl + Ym )Yl/
{(R21 - J%)Yj + (R21 - K%)Yk + (R21 - L%)Yl }, if R21=> r21 and M%>R21=>L%;
0, if R21=> r21 and R21<L%.
δ2Ym = 0, if R21< r21 and R21=>M%;
(R21- r21)( Yj + Yk + Yl + Ym )/
{ (R21 - M%) }, if R21< r21 and L%<=R21<M%;
(R21- r21)( Yj + Yk + Yl + Ym )Ym/
{ (R21 - L%)Yl + (R21 - M%)Ym }, if R21< r21 and K%<=R21<L%;
(R21- r21)( Yj + Yk + Yl + Ym )Ym/
{ (R21 - K%)Yk + (R21 - L%)Yl + (R21 - M%)Ym }, if R21< r21 and R21<K%;
Ym if R21=> r21 and R21=>M%;
0, if R21=> r21 and R21<M%.
δ2Yn = 0, if R22< r22;
(R22- r22)( Yn + Yo )/(R22 - N%), if R22=> r22;
δ2Yo = (R22- r22)( Yn + Yo)/(R22 - O%), if R22< r22;
0, if R22=> r22.
δ2Yj, δ2Yk, δ2Yl, δ2Ym, δ2Yn, and δ2Yo, are numbers respectively between Yj,
Yk, Yl, Ym, Yn, and Yo and 0 such that:
{J%(Yj - δ2Yj ) + K%( Yk.- δ2Yk) + L%( Yl.- δ2Yl) + M%( Ym.- δ2Ym) + }/
(Yj - δ2Yj + Yk.- δ2Yk + Yl.- δ2Yl + Ym.- δ2Ym )
= R21;
and
{ N%( Yn.- δ2Yn) + O%(Yo - δ2Yo ) }/(Yn.- δ2Yn + Yo - δ2Yo)
= R22.
Y21 = Yj - δ2Yj + Yk.- δ2Yk + Yl.- δ2Yl + Ym.- δ2Ym
P21 = Pj + Pk + Pl + Pm
Z21 = Zj + Zk + Zl + Zm.
ΔY21 = ΔYj - δ2Yj + ΔYk.- δ2Yk + ) Yl.- δ2Yl + ) Ym.- δ2Ym
ΔP21 = ΔPj + ΔPk + ) Pl + ) Pm
ΔZ21 = ΔZj + ΔZk + ) Zl + ) Zm.
Y22 = Yn.- δ2Yn + Yo - δ2Yo.
P22 = Pn + Po.
Z22 = Zn + Zo.
ΔY22 = ΔYn.- δ2Yn + ΔYo.- δ2Yo
ΔP22 = ΔPn + ΔPo.
ΔZ22 = ΔZn + Zo.
1. If Y22 - α(P22 - ΔP22) => 0, Y21- α(P21 - ΔP21) => 0, and γ2(P21 -
ΔP21) < (P22 - ΔP22), then ΔY22 = Y22 - αγ2(P21 - ΔP21) and
ΔY21 = Y21 - α(P21 - ΔP21).
2. If Y22 - α(P22 - ΔP22) => 0, Y21 - α(P21 - ΔP21) => 0, and
γ2(P21 - ΔP21) => (P22 - ΔP22), then ΔY22 = Y22 - α(P22 - ΔP22) and
ΔY21 = Y21 - (α/γ2)(P22 - ΔP22).
3. If Y22 - α(P22 - ΔP22) < 0, Y21 - α(P21 - ΔP21) => 0, and
Y21 - α(P21 - ΔP21) => Y21 - (Y22/γ2), then
ΔY22 = Y22 - αγ2(P21 - ΔP21) and ΔY21 = Y21 - α(P21 - ΔP21).
4. If Y22 - α(P22 - ΔP22) < 0, Y21 - (Y22/γ2) => 0, and
Y21 - α(P21 - ΔP21) <= Y21 - (Y22/γ2), then ΔY22 = 0 and
ΔY21 = Y21 - (Y22/γ2).
5. If Y21 - α(P21 - ΔP21) < 0, Y21 - (Y22/γ2) < 0, and
Y22 - α(P22 - ΔP22) <= Y22 - (γ2Y21), then ΔY22 = Y22 - (γ2Y21) and
ΔY21 = 0.
6. If Y21 - α(P21 - ΔP21) < 0, Y22 - α(P22 - ΔP22) => 0, and
Y22 - α(P22 - ΔP22) => Y22 - (γ2Y21), then ΔY22 = Y22 - α(P22 - ΔP22) and
ΔY21 = Y21 - (α/γ2)(P22 - ΔP22).
ΔYj = δ2Yj + [(Yj - δ2Yj )/Y21 ] ΔY21
ΔYk = δ2Yk + [(Yk - δ2Yk )/Y21 ] ΔY21
ΔYl = δ2Yl + [(Yl - δ2Yl )/Y21 ] ΔY21
ΔYm = δ2Ym + [(Ym - δ2Ym )/Y21 ] ΔY21
ΔYn = δ2Yn + [(Yn - δ2Yn )/Y22 ] ΔY22
ΔYo = δ2Yo + [(Yo - δ2Yo )/Y22 ] ΔY22
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the REMIC II Y and Z Principal Distribution Amounts is to accomplish the following goals in
the following order of priority:
1. Making the ratio of (Y22 - ΔY22 ) to (Y21 - ΔY21 ) equal to γ2 after taking account of
the allocation Realized Losses and the distributions that will be made through the end of the Distribution
Date to which such provisions relate and assuring that the Principal Reduction Amount for each of the REMIC
II Regular Interests is greater than or equal to zero for such Distribution Date;
2. Making the REMIC II Regular Interest YAA Uncertificated Principal Balance less than or equal to 0.0005
of the sum of the REMIC II Regular Interest YAA and ZAA Uncertificated Principal Balances, the REMIC II
Regular Interest YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the REMIC
II Regular Interest YBB and ZBB Uncertificated Principal Balances, the REMIC II Regular Interest YCC
Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the REMIC II Regular Interest
YCC and ZCC Uncertificated Principal Balances, the REMIC II Regular Interest YDD Uncertificated Principal
Balance less than or equal to 0.0005 of the sum of the REMIC II Regular Interest YDD and ZDD Uncertificated
Principal Balances, the REMIC II Regular Interest YEE Uncertificated Principal Balance less than or equal to
0.0005 of the sum of the REMIC II Regular Interest YEE and ZEE Uncertificated Principal Balances and the
REMIC II Regular Interest YFF Uncertificated Principal Balance less than or equal to 0.0005 of the sum of
the REMIC II Regular Interest YFF and ZFF Uncertificated Principal Balances, in each case after giving
effect to allocations of Realized Losses and distributions to be made through the end of the Distribution
Date to which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Y22 - ΔY22 ) and whose denominator is
the sum of (Y22 - ΔY22) and (Z22 - ΔZ22) and (b) the fraction whose numerator is (Y21 -
ΔY21) and whose denominator is the sum of (Y21 - ΔY21) and (Z21 - ΔZ21) as large as
possible while remaining less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of REMIC II Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each REMIC II Y Principal Reduction Amount must be less than or equal to the sum of
(a) the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Group and (b) the remainder of the portion of the REMIC II Available Distribution Amount derived from the related
Group after reduction thereof by the distributions to be made on such Distribution Date in respect of interest on
the related REMIC II Y and Z Regular Interests, or, if both of such goals cannot be accomplished within such
requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In the
event of any conflict among the provisions of the definition of the REMIC II Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocations of ΔY21 among ΔYj, ΔYk,
ΔYl, and ΔYm or ΔY22 among ΔYn and ΔYo cannot be achieved because one or more of
ΔYj, ΔYk, ΔYl, ΔYm, ΔYn and ΔYo, as so defined is greater than the related
one of ΔPj, ΔPk, ΔPl, ΔPm, ΔPn, and ΔPo such an allocation shall be made as
close as possible to the formula allocation within the requirement that ΔYj < ΔPj, ΔYk <
ΔPk, ΔYl < ΔPl, ΔYm < ΔPm, ΔYn < ΔPn and ΔYo < ΔPo.
III. If L%<=R<=M%, make the following additional definitions:
δ3Yj = 0, if R31< r31;
Yj if R31=> r31 and R31=>L%;
(R31- r31)( Yj + Yk + Yl )Yj/
{(R31 - J%)Yj + (R31 - K%)Yk }, if R31=> r31 and L%>R31=>K%; and
(R31- r31)( Yj + Yk + Yl )/(R31 - J%), if R31=> r31 and K%>R31=>J%.
δ3Yk = 0, if R31< r31 and R31=>K%;
(R31- r31)( Yj + Yk + Yl )Yk/
{ (R31 - K%)Yk + (R31 - L%)Yl }, if R31< r31 and R31<K%;
Yk if R31=> r31 and R31=>M%;
(R31- r31)( Yj + Yk + Yl )Yk/
{(R31 - J%)Yj + (R31 - K%)Yk + (R31 - L%)Yl }, if R31=> r31 and M%>R31=>L%;
(R31- r31)( Yj + Yk + Yl )Yk/
{(R31 - J%)Yj + (R31 - K%)Yk }, if R31=> r31 and L%>R31=>K%; and
0, if R31=> r31 and R31<K%.
δ3Yl = 0, if R31< r31 and R31=>L%;
(R31- r31)( Yj + Yk + Yl )/
{ (R31 - L%) }, if R31< r31 and K%<=R31<L%;
(R31- r31)( Yj + Yk + Yl )Yl/
{ (R31 - K%)Yk + (R31 - L%)Yl }, if R31< r31 and R31<K%;
Yl if R31=> r31 and M%>R31=>L%;
0, if R31=> r31 and R31<L%.
δ3Ym = 0, if R32< r32;
(R32- r32)( Ym + Yn + Yo )Ym/{ (R32 - M%)Ym + (R32 - N%)Yn }, if R32=> r32 and R32=>N%;
(R32- r32)( Ym + Yn + Yo )/ (R32 - M%), if R32=> r32 and N%>R32=>M%;
δ3Yn = 0, if R32< r32 and R32=>N%;
(R32- r32)( Ym + Yn + Yo)Yn/{ (R32 - N%)Yn + (R32 - O%)Yo }, if R32< r32 and M%<=R32<N%;
(R32- r32)( Ym + Yn + Yo )Yn/{ (R32 - M%)Ym + (R32 - N%)Yn }, if R32=> r32 and R32=>N%;
0, if R32=> r32 and R32<P%.
δ3Yo = (R32- r32)( Ym + Yn + Yo )/(R32 - O%), if R32< r32 and
P%<=R32;
(R32- r32)( Ym + Yn + Yo )Yo/{ (R32 - N%)Yn + (R32 - O%)Yo }, if R32< r32 and M%<=R32<N%;
0, if R32=> r32.
δ3Yj, δ3Yk, δ3Yl, δ3Ym, δ3Yn and δ3Yo are numbers respectively between Yj,
Yk, Yl, Ym, Yn and Yo and 0 such that:
{J%(Yj - δ3Yj ) + K%( Yk.- δ3Yk) + L%( Yl.- δ3Yl) )}/
(Yj - δ3Yj + Yk.- δ3Yk + Yl.- δ3Yl )
= R31;
and
{ M%( Ym.- δ3Ym) + N%( Yn.- δ3Yn) + O%(Yo - δ3Yo ) }/( Ym.- δ3Ym + Yn.-
δ3Yn + Yo - δ3Yo)
= R32.
Y31 = Yj - δ3Yj + Yk.- δ3Yk + Yl.- δ3Yl
P31 = Pj + Pk + Pl
Z31 = Zj + Zk + Zl
ΔY31 = ΔYj - δ3Yj + ΔYk.- δ3Yk + ΔYl.- δ3Yl
ΔP31 = ΔPj + ΔPk + ΔPl .
ΔZ31 = ΔZj + ΔZk + ΔZl
Y32 = Ym.- δ3Ym + Yn.- δ3Yn + Yo - δ3Yo.
P32 = Pm + Pn + Po.
Z32 = Zm + Zn + Zo.
ΔY32 = ΔYm.- δ3Ym + ΔYn.- δ3Yn + ΔYo.- δ3Yo
ΔP32 = ΔPm + ΔPn + ΔPo.
ΔZ32 = ΔZm + ΔZn + ΔZo.
1. If Y32 - α(P32 - ΔP32) => 0, Y31- α(P31 - ΔP31) => 0, and γ3(P31 -
ΔP31) < (P32 - ΔP32), then ΔY32 = Y32 - αγ3(P31 - ΔP31) and
ΔY31 = Y31 - α(P31 - ΔP31).
2. If Y32 - α(P32 - ΔP32) => 0, Y31 - α(P31 - ΔP31) => 0, and
γ3(P31 - ΔP31) => (P32 - ΔP32), then ΔY32 = Y32 - α(P32 - ΔP32) and
ΔY31 = Y31 - (α/γ3)(P32 - ΔP32).
3. If Y32 - α(P32 - ΔP32) < 0, Y31 - α(P31 - ΔP31) => 0, and
Y31 - α(P31 - ΔP31) => Y31 - (Y32/γ3), then
ΔY32 = Y32 - αγ3(P31 - ΔP31) and ΔY31 = Y31 - α(P31 - ΔP31).
4. If Y32 - α(P32 - ΔP32) < 0, Y31 - (Y32/γ3) => 0, and
Y31 - α(P31 - ΔP31) <= Y31 - (Y32/γ3), then ΔY32 = 0 and
ΔY31 = Y31 - (Y32/γ3).
5. If Y31 - α(P31 - ΔP31) < 0, Y31 - (Y32/γ3) < 0, and
Y32 - α(P32 - ΔP32) <= Y32 - (γ3Y31), then ΔY32 = Y32 - (γ3Y31) and
ΔY31 = 0.
6. If Y31 - α(P31 - ΔP31) < 0, Y32 - α(P32 - ΔP32) => 0, and
Y32 - α(P32 - ΔP32) => Y32 - (γ3Y31), then ΔY32 = Y32 - α(P32 - ΔP32) and
ΔY31 = Y31 - (α/γ3)(P32 - ΔP32).
ΔYj = δ3Yj + [(Yj - δ3Yj )/Y31 ] ΔY31
ΔYk = δ3Yk + [(Yk - δ3Yk )/Y31 ] ΔY31
ΔYl = δ3Yl + [(Yl - δ3Yl )/Y31 ] ΔY31
ΔYm = δ3Ym + [(Ym - δ3Ym )/Y32 ] ΔY32
ΔYn = δ3Yn + [(Yn - δ3Yn )/Y32 ] ΔY32
ΔYo = δ3Yo + [(Yo - δ3Yo )/Y32 ] ΔY32
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the REMIC II Y and Z Principal Distribution Amounts is to accomplish the following goals in
the following order of priority:
1. Making the ratio of (Y32 - ΔY32 ) to (Y31 - ΔY31 ) equal to γ3 after taking account of
the allocation Realized Losses and the distributions that will be made through the end of the Distribution
Date to which such provisions relate and assuring that the Principal Reduction Amount for each of the REMIC
II Regular Interests is greater than or equal to zero for such Distribution Date;
2. Making the REMIC II Regular Interest YAA Uncertificated Principal Balance less than or equal to 0.0005
of the sum of the REMIC II Regular Interest YAA and ZAA Uncertificated Principal Balances, the REMIC II
Regular Interest YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the REMIC
II Regular Interest YBB and ZBB Uncertificated Principal Balances, the REMIC II Regular Interest YCC
Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the REMIC II Regular Interest
YCC and ZCC Uncertificated Principal Balances, the REMIC II Regular Interest YDD Uncertificated Principal
Balance less than or equal to 0.0005 of the sum of the REMIC II Regular Interest YDD and ZDD Uncertificated
Principal Balances, the REMIC II Regular Interest YEE Uncertificated Principal Balance less than or equal to
0.0005 of the sum of the REMIC II Regular Interest YEE and ZEE Uncertificated Principal Balances and the
REMIC II Regular Interest YFF Uncertificated Principal Balance less than or equal to 0.0005 of the sum of
the REMIC II Regular Interest YFF and ZFF Uncertificated Principal Balances, in each case after giving
effect to allocations of Realized Losses and distributions to be made through the end of the Distribution
Date to which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Y32 - ΔY32 ) and whose denominator is
the sum of (Y32 - ΔY32) and (Z32 - ΔZ32) and (b) the fraction whose numerator is (Y31 -
ΔY31) and whose denominator is the sum of (Y31 - ΔY31) and (Z31 - ΔZ31) as large as
possible while remaining less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of REMIC II Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each REMIC II Y Principal Reduction Amount must be less than or equal to the sum of
(a) the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Group and (b) the remainder of the portion of the REMIC II Available Distribution Amount derived from the related
Group after reduction thereof by the distributions to be made on such Distribution Date in respect of interest on
the related REMIC II Y and Z Regular Interests, or, if both of such goals cannot be accomplished within such
requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In the
event of any conflict among the provisions of the definition of the REMIC II Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocations of ΔY31 among ΔYj, ΔYk and
ΔYl or ΔY32 among ΔYm, ΔYn and ΔYo cannot be achieved because one or more of
ΔYj, ΔYk, and ΔYl, ΔYm, and ΔYo, as so defined is greater than the related one of
ΔPj, ΔPk, ΔPl, ΔPm, ΔPn, and ΔPo, such an allocation shall be made as close
as possible to the formula allocation within the requirement that ΔYj < ΔPj, ΔYk < ΔPk,
ΔYl < ΔPl, ΔYm < ΔPm, ΔYn < ΔPn and ΔYo < ΔPo
IV. If K%<=R<=L%, make the following additional definitions:
δ4Yj = 0, if R41< r41;
Yj if R41=> r41 and L%>R41=>K%; and
(R41- r41)( Yj + Yk )/(R41 - J%), if R41=> r41 and K%>R41=>J%.
δ4Yk = 0, if R41< r41 and R41=>K%;
(R41- r41)( Yj + Yk )/
{ (R41 - K%) }, if R41< r41 and R41<K%;
Yk if R41=> r41 and L%>R41=>K%; and
0, if R41=> r41 and R41<K%.
δ4Yl = 0, if R42< r42;
(R42- r42)( Yl + Ym + Yn + Yo )Yl/
{ (R42 - L%)Yl + (R42 - M%)Ym + (R42 - N%)Yn }, if R42=> r42 and R42=>N%;
(R42- r42)( Yl + Ym + Yn + Yo )Ym/
{ (R42 - L%)Yl + (R42 - M%)Ym }, if R42=> r42 and N%>R42=>M%;
(R42- r42)( Yl + Ym + Yn + Yo )/(R42 - L%), if R42=> r42 and
M%>R42=>L%;
0, if R42=> r42 and R42<N%.
δ4Ym = 0, if R42< r42 and R42=>M%;
(R42- r42)( Yl + Ym + Yn + Yo )Ym/
{ (R42 - M%)Ym + (R42 - N%)Yn + (R42 - O%)Yo }, if R42< r42 and N%<=R42<M%;
(R42- r42)( Yl + Ym + Yn + Yo )Ym/
{ (R42 - L%)Yn + (R42 - M%)Ym + (R42 - N%)Yn }, if R42=> r42 and R42=>N%;
(R42- r42)( Yl + Ym + Yn + Yo )Ym/
{ (R42 - L%)Yl + (R42 - M%)Ym}, if R42=> r42 and N%>R42=>M%;
0, if R42=> r42 and R42<M%.
δ4Yn = 0, if R42< r42 and R42=>N%;
(R42- r42)( Yl + Ym + Yn + Yo )Yn/
{ (R42 - N%)Yn + (R42 - O%)Yo}, if R42< r42 and M%<=R42<N%;
(R42- r42)( Yl + Ym + Yn + Yo)Yn/
{ (R42 - M%)Ym + (R42 - N%)Yp + (R42 - O%)Yo }, if R42< r42 and L%<=R42<M%;
(R42- r42)( Yl + Ym + Yn + Yo )Yn/
{ (R42 - L%)Yl + (R42 - M%)Ym + (R42 - N%)Yn }, if R42=> r42 and R42=>N%;
0, if R42=> r42 and R42<N%.
δ4Yo = (R42- r42)( Yl + Ym + Yn + Yo )/(R42 - O%), if R42< r42 and
N%<=R42;
(R42- r42)( Yl + Ym + Yn + Yo)Yo/
{ (R42 - N%)Yn + (R42 - O%)Yo }, if R42< r42 and M%<=R42<N%;
(R42- r42)( Yl + Ym + Yn + Yo)Yo/
{ (R42 - M%)Ym + (R42 - N%)Yn + (R42 - O%)Yo }, if R42< r42 and N%<=R42<O%;
0, if R42=> r42.
δ4Yj, δ4Yk, δ4Yl, δ4Ym, and δ4Yo are numbers respectively between Yj, Yk, Yl, Ym,
Yn, and Yo and 0 such that:
{J%(Yj - δ4Yj ) + K%( Yk.- δ4Yk )}/
( Yj - δ4Yj + Yk.- δ4Yk )
= R41;
and
{ L%( Yl.- δ4Yl) + M%( Ym.- δ4Ym) + N%( Yn.- δ4Yn) + O%(Yo - δ4Yo ) }/
(Yl.- δ4Yl + Ym.- δ4Ym + Yn.- δ4Yn + Yo - δ4Yo)
= R42.
Y41 = Yj - δ4Yj + Yk.- δ4Yk
P41 = Pj + Pk.
Z41 = Zj + Zk.
ΔY41 = ΔYj - δ4Yj + ΔYk.- δ4Yk
ΔP41 = ΔPj + ΔPk
ΔZ41 = ΔZj + ΔZk
Y42 = Yl.- δ4Yl + Ym.- δ4Ym + Yn.- δ4Yn + Yo - δ4Yo.
P42 = Pl + Pm + Pn + Po.
Z42 = Zl + Zm + Zn + Zo.
ΔY42 = ΔYl.- δ4Yl + ΔYm.- δ4Ym + ΔYn.- δ4Yn + ΔYo.-
δ4Yo
ΔP42 = ΔPl + ΔPm + ΔPn + ΔPo.
ΔZ42 = ΔZl + ΔZm + ΔZn + ΔZo.
1. If Y42 - α(P42 - ΔP42) => 0, Y41- α(P41 - ΔP41) => 0, and γ4(P41 -
ΔP41) < (P42 - ΔP42), then ΔY42 = Y42 - αγ4(P41 - ΔP41) and
ΔY41 = Y41 - α(P41 - ΔP41).
2. If Y42 - α(P42 - ΔP42) => 0, Y41 - α(P41 - ΔP41) => 0, and
γ4(P41 - ΔP41) => (P42 - ΔP42), then ΔY42 = Y42 - α(P42 - ΔP42) and
ΔY41 = Y41 - (α/γ4)(P42 - ΔP42).
3. If Y42 - α(P42 - ΔP42) < 0, Y41 - α(P41 - ΔP41) => 0, and
Y41 - α(P41 - ΔP41) => Y41 - (Y42/γ4), then
ΔY42 = Y42 - αγ4(P41 - ΔP41) and ΔY41 = Y41 - α(P41 - ΔP41).
4. If Y42 - α(P42 - ΔP42) < 0, Y41 - (Y42/γ4) => 0, and
Y41 - α(P41 - ΔP41) <= Y41 - (Y42/γ4), then ΔY42 = 0 and
ΔY41 = Y41 - (Y42/γ4).
5. If Y41 - α(P41 - ΔP41) < 0, Y41 - (Y42/γ4) < 0, and
Y42 - α(P42 - ΔP42) <= Y42 - (γ4Y41), then ΔY42 = Y42 - (γ4Y41) and
ΔY41 = 0.
6. If Y41 - α(P41 - ΔP41) < 0, Y42 - α(P42 - ΔP42) => 0, and
Y42 - α(P42 - ΔP42) => Y42 - (γ4Y41), then ΔY42 = Y42 - α(P42 - ΔP42) and
ΔY41 = Y41 - (α/γ4)(P42 - ΔP42).
ΔYj = δ4Yj + [(Yj - δ4Yj )/Y41 ] ΔY41
ΔYk = δ4Yk + [(Yk - δ4Yk )/Y41 ] ΔY41
ΔYl = δ4Yl + [(Yl - δ4Yl )/Y42 ] ΔY42
ΔYm = δ4Ym + [(Ym - δ4Ym )/Y42 ] ΔY42
ΔYn = δ4Yn + [(Yn - δ4Yn )/Y42 ] ΔY42
ΔYo = δ4Yo + [(Yo - δ4Yo )/Y42 ] ΔY42
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the REMIC II Y and Z Principal Distribution Amounts is to accomplish the following goals in
the following order of priority:
1. Making the ratio of (Y42 - ΔY42 ) to (Y41 - ΔY41 ) equal to γ4 after taking account of
the allocation Realized Losses and the distributions that will be made through the end of the Distribution
Date to which such provisions relate and assuring that the Principal Reduction Amount for each of the REMIC
II Regular Interests is greater than or equal to zero for such Distribution Date;
2. Making the REMIC II Regular Interest YAA Uncertificated Principal Balance less than or equal to 0.0005
of the sum of the REMIC II Regular Interest YAA and ZAA Uncertificated Principal Balances, the REMIC II
Regular Interest YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the REMIC
II Regular Interest YBB and ZBB Uncertificated Principal Balances, the REMIC II Regular Interest YCC
Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the REMIC II Regular Interest
YCC and ZCC Uncertificated Principal Balances, the REMIC II Regular Interest YDD Uncertificated Principal
Balance less than or equal to 0.0005 of the sum of the REMIC II Regular Interest YDD and ZDD Uncertificated
Principal Balances, the REMIC II Regular Interest YEE Uncertificated Principal Balance less than or equal to
0.0005 of the sum of the REMIC II Regular Interest YEE and ZEE Uncertificated Principal Balances and the
REMIC II Regular Interest YFF Uncertificated Principal Balance less than or equal to 0.0005 of the sum of
the REMIC II Regular Interest YFF and ZFF Uncertificated Principal Balances, in each case after giving
effect to allocations of Realized Losses and distributions to be made through the end of the Distribution
Date to which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Y42 - ΔY42 ) and whose denominator is
the sum of (Y42 - ΔY42) and (Z42 - ΔZ42) and (b) the fraction whose numerator is (Y41 -
ΔY41) and whose denominator is the sum of (Y41 - ΔY41) and (Z41 - ΔZ41) as large as
possible while remaining less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of REMIC II Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each REMIC II Y Principal Reduction Amount must be less than or equal to the sum of
(a) the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Group and (b) the remainder of the portion of the REMIC II Available Distribution Amount derived from the related
Group after reduction thereof by the distributions to be made on such Distribution Date in respect of interest on
the related REMIC II Y and Z Regular Interests, or, if both of such goals cannot be accomplished within such
requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In the
event of any conflict among the provisions of the definition of the REMIC II Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocations of ΔY41 among ΔYj, and ΔYk or
ΔY42 among ΔYl, ΔYm, ΔYn and ΔYo cannot be achieved because one or more of
ΔYj, ΔYk, ΔYl, ΔYm, ΔYn, and ΔYo,as so defined is greater than the related one
of ΔPj, ΔPk, ΔPl, ΔPm, ΔPn, and ΔPo, such an allocation shall be made as
close as possible to the formula allocation within the requirement that ΔYj < ΔPj, ΔYk <
ΔPk, ) Yl < ΔPl, ΔYm < ) Pm, ΔYn < ΔPn and ΔYo < ΔPo.
V. If R<=K%, make the following additional definitions:
δ5Yj = 0,
δ5Yk = 0, if R52< r52;
(R52- r52)( Yk + Yl + Ym + Yn + Yo )Yk/
{ (R52 - K%)Yk + (R52 - L%)Yl +
(R52 - M%)Ym + (R52 - N%)Yn }, if R52=> r52 and R52=>N%;
(R52- r52)( Yk + Yl + Ym + Yn + Yo )Yk/
{ (R52 - K%)Yk + (R52 - L%)Yl + (R52 - M%)Ym}, if R52=> r52 and N%=>R52=>M%;
(R52- r52)( Yk + Yl + Ym + Yn + Yo )Yk/
{ (R52 - K%)Yk + (R52 - L%)Yl }, if R52=> r52 and M%>R52=>L%;
(R52- r52)( Yk + Yl + Ym + Yn + Yo )/(R52 - K%), if R52=> r52 and N%>R52=>M%;
δ5Yl = 0, if R52< r52 and R52=>N%;
(R52- r52)( Yk + Yl + Ym + Yn + Yo)Yl/
{ (R52 - L%)Yl + (R52 - M%)Ym +
(R52 - N%)Yn + (R52 - O%)Yo }, if R52< r52 and K%<=R52<L%;
(R52- r52)( Yk + Yl + Ym + Yn + Yo )Yl/
{ (R52 - K%)Yk + (R52 - L%)Yl +
(R52 - M%)Ym + (R52 - N%)Yn }, if R52=> r52 and R52=>N%;
(R52- r52)( Yk + Yl + Ym + Yn + Yo )Yl/
{ (R52 - K%)Yk + (R52 - L%)Yl + (R52 - M%)Ym }, if R52=> r52 and N%>R52=>M%;
(R52- r52)( Yk + Yl + Ym + Yn + Yo )Yl/
{ (R52 - K%)Yk + (R52 - L%)Yl }, if R52=> r52 and K%>R52=>L%;
0, if R52=> r52 and R52<L%.
δ5Ym = 0, if R52< r52 and R52=>O%;
(R52- r52)( Yk + Yl + Ym + Yn + Yo )Ym/
{ (R52 - M%)Ym + (R52 - N%)Yn + (R52 - O%)Yo }, if R52< r52 and L%<=R52<M%;
(R52- r52)( Yk + Yl + Ym + Yn + Yo )Ym
{ (R52 - L%)Yl + (R52 - M%)Ym + (R52 - N%)Yn +
(R52 - O%)Yo }, if R52< r52 and K%<=R52<L%;
(R52- r52)( Yk + Yl + Ym + Yn + Yo )Ym/
{ (R52 - K%)Yk + (R52 - L%)Yl +
(R52 - M%)Ym + (R52 - N%)Yn }, if R52=> r52 and R52=>N%;
(R52- r52)( Yk + Yl + Ym + Yn + Yo )Ym/
{ (R52 - K%)Yk + (R52 - L%)Yl + (R52 - M%)Ym}, if R52=> r52 and N%>R52=>M%;
0, if R52=> r52 and R52<M%.
δ5Yn = 0, if R52< r52 and R52=>P%;
(R52- r52)( Yk + Yl + Ym + Yn + Yo)Yn/
{ (R52 - N%)Yn + (R52 - O%)Yo }, if R52< r52 and M%<=R52<N%;
(R52- r52)( Yk + Yl + Ym + Yn + Yo)Yn/
{ (R52 - M%)Ym + (R52 - N%)Yn + (R52 - O%)Yo }, if R52< r52 and L%<=R52<M%;
(R52- r52)( Yk + Yl + Ym + Yn + Yo)Yn/
{ (R52 - L%)Yl + (R52 - M%)Ym + (R52 - N%)Yn +
(R52 - O%)Yo }, if R52< r52 and K%<=R52<L%;
(R52- r52)( Yk + Yl + Ym + Yn + Yo )Yn/
{ (R52 - K%)Yk + (R52 - L%)Yl +
(R52 - M%)Ym + (R52 - N%)Yn }, if R52=> r52 and R52=>N%;
0, if R52=> r52 and R52<N%.
δ5Yo = (R52- r52)( Yk + Yl + Ym + Yn + Yo)/(R52 - O%), if R52< r52 and
N%<=R52;
(R52- r52)( Yk + Yl + Ym + Yn + Yo)Yo/
{ (R52 - N%)Yn + (R52 - O%)Yo }, if R52< r52 and M%<=R52<N%;
(R52- r52)( Yk + Yl + Ym + Yn + Yo)Yo/
{ (R52 - M%)Ym + (R52 - N%)Yn + (R52 - O%)Yo }, if R52< r52 and L%<=R52<M%;
(R52- r52)( Yk + Yl + Ym + Yn + Yo)Yo/
{ (R52 - L%)Yl + (R52 - M%)Ym + (R52 - N%)Yn +
(R52 - O%)Yo }, if R52< r52 and K%<=R52<L%;
0, if R52=> r52.
δ5Yj, δ5Yk, δ5Yl, δ5Ym, δ5Yn, and δ5Yo are numbers respectively between Yj,
Yk, Yl, Ym, Yn, and Yo, and 0 such that:
{J%(Yj - δ5Yj )}/
( Yj - δ5Yj )
= R51;
and
{ K%( Yk.- δ5Yk) + L%( Yl.- δ5Yl) + M%( Ym.- δ5Ym) + N%( Yn.- δ5Yn) +
O%(Yo - δ5Yo ) }/
(Yk.- δ5Yk + Yl.- δ5Yl + Ym.- δ5Ym + Yn.- δ5Yn + Yo -
δ5Yo)
= R52.
Y51 = Yj - δ5Yj
P51 = Pj
Z51 = Zj
ΔY51 = ΔYj - δ5Yj
ΔP51 = ΔPj
ΔZ51 = ΔZj
Y52 = Yk.- δ5Yk + Yl.- δ5Yl + Ym.- δ5Ym + Yn.- δ5Yn + Yo - δ5Yo.
P52 = Pk + Pl + Pm + Pn + Po.
Z52 = Zk + Zl + Zm + Zn + Zo.
ΔY52 = ΔYm.- δ5Ym + ΔYn.- δ5Yn + Yo.- δ5Yo + ΔYp.- δ5Yp +
ΔYq.- δ5Yq
ΔP52 = ΔPm + ΔPn + ΔPo + ΔPp + ΔPq.
ΔZ52 = ΔZm + ΔZn + ΔZo + ΔZp + ΔZq.
1. If Y52 - α(P52 - ΔP52) => 0, Y51- α(P51 - ΔP51) => 0, and γ5(P51 -
ΔP51) < (P52 - ΔP52), then ΔY52 = Y52 - αγ5(P51 - ΔP51) and
ΔY51 = Y51 - α(P51 - ΔP51).
2. If Y52 - α(P52 - ΔP52) => 0, Y51 - α(P51 - ΔP51) => 0, and
γ5(P51 - ΔP51) => (P52 - ΔP52), then ΔY52 = Y52 - α(P52 - ΔP52) and
ΔY51 = Y51 - (α/γ5)(P52 - ΔP52).
3. If Y52 - α(P52 - ΔP52) < 0, Y51 - α(P51 - ΔP51) => 0, and
Y51 - α(P51 - ΔP51) => Y51 - (Y52/γ5), then
ΔY52 = Y52 - αγ5(P51 - ΔP51) and ΔY51 = Y51 - α(P51 - ΔP51).
4. If Y52 - α(P52 - ΔP52) < 0, Y51 - (Y52/γ5) => 0, and
Y51 - α(P51 - ΔP51) <= Y51 - (Y52/γ5), then ΔY52 = 0 and
ΔY51 = Y51 - (Y52/γ5).
5. If Y51 - α(P51 - ΔP51) < 0, Y51 - (Y52/γ5) < 0, and
Y52 - α(P52 - ΔP52) <= Y52 - (γ5Y51), then ΔY52 = Y52 - (γ5Y51) and
ΔY51 = 0.
6. If Y51 - α(P51 - ΔP51) < 0, Y52 - α(P52 - ΔP52) => 0, and
Y52 - α(P52 - ΔP52) => Y52 - (γ5Y51), then ΔY52 = Y52 - α(P52 - ΔP52) and
ΔY51 = Y51 - (α/γ5)(P52 - ΔP52).
ΔYj = Y51
ΔYk = δ5Yk + [(Yk - δ5Yk )/Y51 ] ΔY52
ΔYl = δ5Yl + [(Yl - δ5Yl )/Y51 ] ΔY52
ΔYm = δ5Ym + [(Ym - δ5Ym )/Y52 ] ΔY52
ΔYn = δ5Yn + [(Yn - δ5Yn )/Y52 ] ΔY52
ΔYo = δ5Yo + [(Yo - δ5Yo )/Y52 ] ΔY52
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the REMIC II Y and Z Principal Distribution Amounts is to accomplish the following goals in
the following order of priority:
1. Making the ratio of (Y52 - ΔY52 ) to (Y51 - ΔY51 ) equal to γ5 after taking account
of the allocation Realized Losses and the distributions that will be made through the end of the
Distribution Date to which such provisions relate and assuring that the Principal Reduction Amount for each
of the REMIC II Regular Interests is greater than or equal to zero for such Distribution Date;
2. Making the REMIC II Regular Interest YAA Uncertificated Principal Balance less than or equal to 0.0005
of the sum of the REMIC II Regular Interest YAA and ZAA Uncertificated Principal Balances, the REMIC II
Regular Interest YBB Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the REMIC
II Regular Interest YBB and ZBB Uncertificated Principal Balances, the REMIC II Regular Interest YCC
Uncertificated Principal Balance less than or equal to 0.0005 of the sum of the REMIC II Regular Interest
YCC and ZCC Uncertificated Principal Balances, the REMIC II Regular Interest YDD Uncertificated Principal
Balance less than or equal to 0.0005 of the sum of the REMIC II Regular Interest YDD and ZDD Uncertificated
Principal Balances, the REMIC II Regular Interest YEE Uncertificated Principal Balance less than or equal to
0.0005 of the sum of the REMIC II Regular Interest YEE and ZEE Uncertificated Principal Balances and the
REMIC II Regular Interest YFF Uncertificated Principal Balance less than or equal to 0.0005 of the sum of
the REMIC II Regular Interest YFF and ZFF Uncertificated Principal Balances, in each case after giving
effect to allocations of Realized Losses and distributions to be made through the end of the Distribution
Date to which such provisions relate; and
3. 1Making the larger of (a) the fraction whose numerator is (Y52 - ΔY52 ) and whose denominator is
the sum of (Y52 -ΔY52) and (Z52 - ΔZ52) and (b) the fraction whose numerator is (Y51 -
ΔY51) and whose denominator is the sum of (Y51 - ΔY51) and (Z51 - ΔZ51) as large as
possible while remaining less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of REMIC II Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such goals
within the requirement that each REMIC II Y Principal Reduction Amount must be less than or equal to the sum of
(a) the principal portion of Realized Losses to be allocated on the related Distribution Date for the related
Group and (b) the remainder of the portion of the REMIC II Available Distribution Amount derived from the related
Group after reduction thereof by the distributions to be made on such Distribution Date in respect of interest on
the related REMIC II Y and Z Regular Interests, or, if both of such goals cannot be accomplished within such
requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In the
event of any conflict among the provisions of the definition of the REMIC II Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement
set forth in the preceding sentence. If the formula allocations of ΔY52 among ΔYk, ΔYl, and
ΔYm, ΔYn, and ΔYo cannot be achieved because one or more of ) Yj, ΔYk, ΔYl,
ΔYm, ΔYn and ΔYo, as so defined is greater than the related one of ΔPj, ΔPk,
ΔPl, ΔPm, ΔPn, and ΔPo, such an allocation shall be made as close as possible to the
formula allocation within the requirement that ΔYj < ΔPj, ΔYk < ΔPk, ΔYl <
ΔPl, ΔYm < ΔPm, ΔYn < ΔPn and ΔYo < ΔPo.
EXHIBIT A-1
FORM OF CLASS I-A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No. 1 Adjustable Pass-Through Rate
Class I-A Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
April 1, 2006 $____________
First Distribution Date: Initial Certificate Principal Balance of this
May 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
May 25, 2036
BEAR STEARNS ALT-A TRUST 2006-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-3
evidencing a fractional undivided interest in the distributions allocable to the Class
I-A Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the "MortgageLoans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to SAMI II.
Wells Fargo Bank, National Association ("Wells Fargo") will act as master servicer of the Mortgage Loans
(the "Master Servicer," which term includes any successors thereto under the Agreement referred to
below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement"), among SAMI II, as depositor (the "Seller"), the Master
Servicer, Wells Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage
Corporation and U.S. Bank National Association, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized
terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: April 28, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:__________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-A Certificates referred to in the within-mentioned
Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-2
FORM OF CLASS I-M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS I-M CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO
HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST THEREIN, THAT
EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH, S&P AND MOODY'S, (II)
IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
OR SECTION 4975 OF THE CODE (EACH A "PLAN") OR INVESTING WITH "PLAN ASSETS" OF ANY PLAN OR (III) (1) IT
IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR INTEREST
THEREIN IS AN "INSURANCE COMPANY GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN U.S. DEPARTMENT OF LABOR
PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND (3) THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 Adjustable Pass-Through Rate
Class I-M Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
April 1, 2006 $__________
First Distribution Date: Initial Certificate Principal Balance of this
May 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
May 25, 2036
BEAR STEARNS ALT-A TRUST 2006-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-3
evidencing a fractional undivided interest in the distributions allocable to the
Class I-M Certificates with respect to a Trust Fund consisting primarily of a pool
of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as
this Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate
mortgage loans secured by first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to
SAMI II. Wells Fargo Bank, National Association ("Wells Fargo") will act as master servicer of the
Mortgage Loans (the "Master Servicer," which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as
of the Cut-off Date specified above (the "Agreement"), among SAMI II, as depositor (the "Seller"), the
Master Servicer, Wells Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage
Corporation and U.S. Bank National Association, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized
terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized
Losses allocable hereto.
Each beneficial owner of a Class I-M Certificate or any interest therein shall be deemed to
have represented, by virtue of its acquisition or holding of that Certificate or interest therein, that
either (i) such Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P and Moody's, (ii)
it is not a plan subject to Title I of the Employee Retirement Security Investment Act of 1974, as
amended, or Section 4975 of the Code (each, a "Plan") or investing with "plan assets" of any Plan, or
(iii)(1) it is an insurance company, (2) the source of funds used to acquire or hold the Certificate or
interest therein is an "insurance company general account," as such term is defined in U.S. Department
of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in Sections I and
III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: April 28, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-M Certificates referred to in the within-mentioned
Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-3
FORM OF CLASS I-B-[1][2] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES AND
THE CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS I-B-[1][2] CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED
TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST THEREIN,
THAT EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH, S&P AND MOODY'S,
(II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED, OR SECTION 4975 OF THE CODE (EACH, A "PLAN") OR INVESTING WITH "PLAN ASSETS" OF ANY PLAN, OR
(III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR
INTEREST THEREIN IS AN "INSURANCE COMPANY GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN U.S. DEPARTMENT
OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND (3) THE CONDITIONS IN SECTIONS I AND
III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 Adjustable Pass-Through Rate
Class I-B-[1][2] Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
April 1, 2006 $__________
First Distribution Date: Initial Certificate Principal Balance of this
May 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
May 25, 2036
BEAR STEARNS ALT-A TRUST 2006-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-3
evidencing a fractional undivided interest in the distributions allocable to the Class
I-B-[1][2] Certificates with respect to a Trust Fund consisting primarily of a pool
of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as
this Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate
mortgage loans secured by first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to
SAMI II. Wells Fargo Bank, National Association ("Wells Fargo") will act as master servicer of the
Mortgage Loans (the "Master Servicer," which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as
of the Cut-off Date specified above (the "Agreement"), among SAMI II, as depositor (the "Seller"), the
Master Servicer, Wells Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage
Corporation and U.S. Bank National Association, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized
terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized
Losses allocable hereto.
Each beneficial owner of a Class I-B-[1][2] Certificate or any interest therein shall be deemed
to have represented, by virtue of its acquisition or holding of that Certificate or interest therein,
that either (i) such Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P and Moody's,
(ii) it is not a plan subject to Title I of the Employee Retirement Security Income Act of 1974, as
amended, or Section 4975 of the Code (each, a "Plan") or investing with "plan assets" of any Plan, or
(iii)(1) it is an insurance company, (2) the source of funds used to acquire or hold the Certificate or
interest therein is an "insurance company general account," as such term is defined in U.S. Department
of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions in Sections I and
III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: April 28, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-B-[1][2] Certificates referred to in the within-mentioned
Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-4
FORM OF CLASS I-B-3 CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M, CLASS
I-B-1 AND CLASS I-B-2 CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
Certificate No.1 Adjustable Pass-Through Rate
Class I-B-3 Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
April 1, 2006 $__________
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
May 25, 2006 $__________
Master Servicer: CUSIP: __________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
May 25, 2036
BEAR STEARNS ALT-A TRUST 2006-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-3
evidencing a fractional undivided interest in the distributions allocable to the Class
I-B-3 Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Stearns Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to SAMI II. Wells Fargo Bank, National Association ("Wells Fargo") will act as
master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement"), among SAMI II, as depositor
(the "Seller"), the Master Servicer, Wells Fargo, as securities administrator (the "SecuritiesAdministrator"), EMC Mortgage Corporation and U.S. Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a "DistributionDate"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class I-B-3 Certificate will be made unless the Securities
Administrator has received either (i) opinion of counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended
(the "Code"), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreement and the modification of the rights and obligations of the Seller,
the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreement
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreement in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: April 28, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-B-3 Certificates referred to in the within-mentioned
Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:__________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-5-1
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE
PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH
TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF
THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR
FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE
FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF
THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE
CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO
AS A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF
SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE.
Certificate No.1 Percentage Interest: 100%
Class R
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Certificate Principal Balance of this
April 1, 2006 Certificate as of the Cut-off Date:
$0.00
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
May 25, 2006 $0.00
Master Servicer: CUSIP: __________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
May 25, 2036
BEAR STEARNS ALT-A TRUST 2006-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-3
evidencing a fractional undivided interest in the distributions allocable to the Class
R Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Stearns Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to SAMI II. Wells Fargo Bank, National Association ("Wells Fargo") will act as
master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement"), among SAMI II, as depositor
(the "Seller"), the Master Servicer, Wells Fargo, as securities administrator (the "SecuritiesAdministrator"), EMC Mortgage Corporation and U.S. Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions
set forth in the Agreement to the effect that (i) each person holding or acquiring any ownership
interest in this Certificate must be a United States Person and a Permitted Transferee, (ii) the
transfer of any ownership interest in this Certificate will be conditioned upon the delivery to the
Securities Administrator of, among other things, an affidavit to the effect that it is a United States
Person and Permitted Transferee, (iii) any attempted or purported transfer of any ownership interest in
this Certificate in violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee, and (iv) if any person other than a United States Person and a
Permitted Transferee acquires any ownership interest in this Certificate in violation of such
restrictions, then the Seller will have the right, in its sole discretion and without notice to the
Holder of this Certificate, to sell this Certificate to a purchaser selected by the Seller, which
purchaser may be the Seller, or any affiliate of the Seller, on such terms and conditions as the Seller
may choose.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a "DistributionDate"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amounts required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class R Certificate will be made unless the Securities
Administrator has received either (i) opinion of counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended
(the "Code"), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: April 28, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the within-mentioned Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-5-2
FORM OF CLASS R-X CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE
PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH
TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF
THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR
FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE
FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF
THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE
CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE
(ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO
AS A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF
SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE.
Certificate No.1 Percentage Interest: 100%
Class R-X
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Certificate Principal Balance of this
April 1, 2006 Certificate as of the Cut-off Date:
$0.00
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
May 25, 2006 $0.00
Master Servicer: CUSIP: ____________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
May 25, 2036
BEAR STEARNS ALT-A TRUST 2006-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-3
evidencing a fractional undivided interest in the distributions allocable to the Class
R-X Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Stearns Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to SAMI II. Wells Fargo Bank, National Association ("Wells Fargo") will act as
master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement"), among SAMI II, as depositor
(the "Seller"), the Master Servicer, Wells Fargo, as securities administrator (the "SecuritiesAdministrator"), EMC Mortgage Corporation and U.S. Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions
set forth in the Agreement to the effect that (i) each person holding or acquiring any ownership
interest in this Certificate must be a United States Person and a Permitted Transferee, (ii) the
transfer of any ownership interest in this Certificate will be conditioned upon the delivery to the
Securities Administrator of, among other things, an affidavit to the effect that it is a United States
Person and Permitted Transferee, (iii) any attempted or purported transfer of any ownership interest in
this Certificate in violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee, and (iv) if any person other than a United States Person and a
Permitted Transferee acquires any ownership interest in this Certificate in violation of such
restrictions, then the Seller will have the right, in its sole discretion and without notice to the
Holder of this Certificate, to sell this Certificate to a purchaser selected by the Seller, which
purchaser may be the Seller, or any affiliate of the Seller, on such terms and conditions as the Seller
may choose.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a "DistributionDate"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amounts required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class R-X Certificate will be made unless the Securities
Administrator has received either (i) opinion of counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended
(the "Code"), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: April 28, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R-X Certificates referred to in the within-mentioned
Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-6
FORM OF CLASS B-IO CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, THE CLASS M AND
THE CLASS B CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
Certificate No.1 Variable Pass-Through Rate
Class B-IO Subordinate
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Notional Amount of this Certificate
April 1, 2006 as of the Cut-off Date:
$_____________
Initial Notional Amount of this Certificate as of the
First Distribution Date: Cut-off Date:
May 25, 2006 $______________
Master Servicer:
Wells Fargo Bank, National Association
Assumed Final Distribution Date: CUSIP: ____________
May 25, 2036
BEAR STEARNS ALT-A TRUST 2006-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-3
evidencing a fractional undivided interest in the distributions allocable to the Class
B-IO Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Stearns Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to SAMI II. Wells Fargo Bank, National Association ("Wells Fargo") will act as
master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement"), among SAMI II, as depositor
(the "Seller"), the Master Servicer, Wells Fargo, as securities administrator (the "SecuritiesAdministrator"), EMC Mortgage Corporation and U.S. Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest on this Certificate will accrue during the calendar month immediately
preceding such Distribution Date (as hereinafter defined) on the Notional Amount hereof at a per annum
rate equal to the Pass-Through Rate as set forth in the Agreement. The Securities Administrator will
distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a "Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of the related Distribution Date, an
amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate and the
amount of interest required to be distributed to the Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the
latest scheduled maturity date of any Mortgage Loan.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The Class B-IO
Certificates have no Certificate Principal Balance. The Initial Notional Amount of this Certificate is
set forth above.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class B-IO Certificate will be made unless the Securities
Administrator has received either (i) opinion of counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended
(the "Code"), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: April 28, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-IO Certificates referred to in the within-mentioned
Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-7
FORM OF CLASS I-XP CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
Certificate No.1 Percentage Interest: 100%
Class I-XP Senior
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Certificate Principal Balance of this
April 1, 2006 Certificate as of the Cut-off Date:
$0
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
May 25, 2006 $0
Master Servicer: CUSIP: ___________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
April 25, 2035
BEAR STEARNS ALT-A TRUST 2006-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-3
evidencing a fractional undivided interest in the distributions allocable to the Class
I-XP Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Stearns Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to SAMI II. Wells Fargo Bank, National Association ("Wells Fargo") will act as
master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement"), among SAMI II, as depositor
(the "Seller"), the Master Servicer, Wells Fargo, as securities administrator (the "SecuritiesAdministrator"), EMC Mortgage Corporation and U.S. Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a "DistributionDate"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class I-XP Certificate will be made unless the Securities
Administrator has received either (i) opinion of counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended
(the "Code"), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 20% of the Cut-off Date Balance
for Loan Group I or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: April 28, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class I-XP Certificates referred to in the within-mentioned
Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-8
FORM OF CLASS II-A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No. 1 Adjustable Pass-Through Rate
Class II-A Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
April 1, 2006 $____________
First Distribution Date: Initial Certificate Principal Balance of this
May 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
May 25, 2036
BEAR STEARNS ALT-A TRUST 2006-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-3
evidencing a fractional undivided interest in the distributions allocable to the Class
II-A Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the "MortgageLoans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to SAMI II.
Wells Fargo Bank, National Association ("Wells Fargo") will act as master servicer of the Mortgage Loans
(the "Master Servicer," which term includes any successors thereto under the Agreement referred to
below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement"), among SAMI II, as depositor (the "Seller"), the Master
Servicer, Wells Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage
Corporation and U.S. Bank National Association, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized
terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: April 28, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-A Certificates referred to in the within-mentioned
Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:__________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-9
FORM OF CLASS II-X CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No.1 _______%
Aggregate Initial Notional Amount of this Certificate
Date of Pooling and Servicing Agreement and Cut-off Date: as of the Cut-off Date:
April 1, 2006 $___________
Initial Notional Amount of this Certificate as of the
First Distribution Date: Cut-off Date:
May 25, 2006 $___________
Master Servicer: CUSIP: ____________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
May 25, 2036
BEAR STEARNS ALT-A TRUST 2006-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-3
evidencing a fractional undivided interest in the distributions allocable to the Class
II-X Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the "MortgageLoans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to SAMI II.
Wells Fargo Bank, National Association ("Wells Fargo") will act as master servicer of the Mortgage Loans
(the "Master Servicer," which term includes any successors thereto under the Agreement referred to
below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement"), among SAMI II, as depositor (the "Seller"), the Master
Servicer, Wells Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage
Corporation and JPMorgan Chase Bank, National Association, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the Notional
Amount hereof at a per annum rate equal to the Pass-Through Rate set forth above. The Securities
Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day,
the immediately following Business Day (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate is registered at the
close of business on the Business Day immediately preceding the related Distribution Date so long as
such Certificate remains in book-entry form (and otherwise, the close of business on the last Business
Day of the month immediately preceding the month of such Distribution Date), an amount equal to the
product of the Fractional Undivided Interest evidenced by this Certificate and the amount (of interest,
if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled
maturity date of any Mortgage Loan and is not likely to be the date on which the Notional Amount of this
Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Notional Amount of this Certificate is set forth above.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: April 28, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-X Certificates referred to in the within-mentioned
Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
_____________________________________________
Signature by or on behalf of assignor
_____________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-10
FORM OF CLASS II-B-[1][2][3] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS II-A CERTIFICATES AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS II-B-[1][2][3] CERTIFICATE OR ANY INTEREST THEREIN SHALL BE
DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST
THEREIN, THAT EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH, S&P AND
MOODY'S, (II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, OR SECTION 4975 OF THE CODE (EACH, "PLAN") OR INVESTING WITH "PLAN ASSETS" OF ANY
PLAN, OR (III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE
CERTIFICATE OR INTEREST THEREIN IS AN "INSURANCE COMPANY GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN
U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND (3) THE CONDITIONS
IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 Adjustable Pass-Through Rate
Class II-B-[1][2][3] Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
April 1, 2006 $__________
First Distribution Date: Initial Certificate Principal Balance of this
May 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: ___________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
May 25, 2036
BEAR STEARNS ALT-A TRUST 2006-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-3
evidencing a fractional undivided interest in the distributions allocable to the Class
II-B-[1][2][3] Certificates with respect to a Trust Fund consisting primarily of a
pool of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as
this Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate
mortgage loans secured by first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to
SAMI II. Wells Fargo Bank, National Association ("Wells Fargo") will act as master servicer of the
Mortgage Loans (the "Master Servicer," which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as
of the Cut-off Date specified above (the "Agreement"), among SAMI II, as depositor (the "Seller"), the
Master Servicer, Wells Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage
Corporation and U.S. Bank National Association, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized
terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized
Losses allocable hereto.
Each beneficial owner of a Class II-B-[1][2][3] Certificate or any interest therein shall be
deemed to have represented, by virtue of its acquisition or holding of that Certificate or interest
therein, that either (i) such Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P and
Moody's, (ii) it is not a plan subject to Title I of the Employee Retirement Investment Security Act of
1974, as amended, or Section 4975 of the Code (each, a "Plan") or investing with "plan assets" of any
Plan, or (iii)(1) it is an insurance company, (2) the source of funds used to acquire or hold the
Certificate or interest therein is an "insurance company general account," as such term is defined in
U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: April 28, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-B-[1][2][3] Certificates referred to in the
within-mentioned Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-11
FORM OF CLASS II-X-B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS II-A CERTIFICATES AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS II-B-[1][2][3] CERTIFICATE OR ANY INTEREST THEREIN
SHALL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR
INTEREST THEREIN, THAT EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH,
S&P AND MOODY'S, (II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE (EACH, A "PLAN") OR INVESTING WITH "PLAN ASSETS"? OF
ANY PLAN, OR (III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE
CERTIFICATE OR INTEREST THEREIN IS AN "INSURANCE COMPANY GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN
U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND (3) THE CONDITIONS
IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 _______%
Class II-X-B Subordinate
Aggregate Initial Notional Amount of this Certificate
Date of Pooling and Servicing Agreement and Cut-off Date: as of the Cut-off Date:
April 1, 2006 $___________
Initial Notional Amount of this Certificate as of the
First Distribution Date: Cut-off Date:
May 25, 2006 $___________
Master Servicer: CUSIP: ____________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
May 25, 2036
BEAR STEARNS ALT-A TRUST 2006-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-3
evidencing a fractional undivided interest in the distributions allocable to the Class
II-X-B Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the "MortgageLoans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to SAMI II.
Wells Fargo Bank, National Association ("Wells Fargo") will act as master servicer of the Mortgage Loans
(the "Master Servicer," which term includes any successors thereto under the Agreement referred to
below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement"), among SAMI II, as depositor (the "Seller"), the Master
Servicer, Wells Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage
Corporation and JPMorgan Chase Bank, National Association, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the Notional
Amount hereof at a per annum rate equal to the Pass-Through Rate set forth above. The Securities
Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day,
the immediately following Business Day (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate is registered at the
close of business on the Business Day immediately preceding the related Distribution Date so long as
such Certificate remains in book-entry form (and otherwise, the close of business on the last Business
Day of the month immediately preceding the month of such Distribution Date), an amount equal to the
product of the Fractional Undivided Interest evidenced by this Certificate and the amount (of interest,
if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled
maturity date of any Mortgage Loan and is not likely to be the date on which the Notional Amount of this
Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Notional Amount of this Certificate is set forth above.
Each beneficial owner of a Class II-X-B Certificate or any interest therein shall be
deemed to have represented, by virtue of its acquisition or holding of that Certificate or interest
therein, that either (i) such Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P and
Moody's, (ii) it is not a plan subject to Title I of the Employee Retirement Security Investment Act of
1974, as amended, or Section 4975 of the Code (each, a "Plan") or investing with "plan assets" of any
Plan, or (iii)(1) it is an insurance company, (2) the source of funds used to acquire or hold the
Certificate or interest therein is an "insurance company general account," as such term is defined in
U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: April 28, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-X-B Certificates referred to in the within-mentioned
Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:__________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
_____________________________________________
Signature by or on behalf of assignor
_____________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent
EXHIBIT A-12
FORM OF CLASS II-B-[4][5][6] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS II-A, CLASS II-B-1,
CLASS II-B-2, CLASS II-B-3 CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
Certificate No.1 Adjustable Pass-Through Rate
Class II-B-[4][5][6] Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
April 1, 2006 $__________
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
May 25, 2006 $__________
Master Servicer: CUSIP: ____________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
May 25, 2036
BEAR STEARNS ALT-A TRUST 2006-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-3
evidencing a fractional undivided interest in the distributions allocable to the Class
II-B-[4][5][6] Certificates with respect to a Trust Fund consisting primarily of a
pool of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Stearns Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to SAMI II. Wells Fargo Bank, National Association ("Wells Fargo") will act as
master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement"), among SAMI II, as depositor
(the "Seller"), the Master Servicer, Wells Fargo, as securities administrator (the "SecuritiesAdministrator"), EMC Mortgage Corporation and U.S. Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a "DistributionDate"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class II-B-[4][5][6] Certificate will be made unless the
Securities Administrator has received either (i) opinion of counsel for the benefit of the Trustee,
Master Servicer and the Securities Administrator and which they may rely which is satisfactory to the
Securities Administrator that the purchase of this certificate is permissible under local law, will not
constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as
amended (the "Code"), and will not subject the Master Servicer, the Trustee or the Securities
Administrator to any obligation or liability in addition to those undertaken in the Agreement or (ii) a
representation letter stating that the transferee is not acquiring directly or indirectly by, or on
behalf of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA,
and/or Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreement and the modification of the rights and obligations of the Seller,
the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreement
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreement in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: April 28, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-B-[4][5][6] Certificates referred to in the
within-mentioned Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:__________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-13
FORM OF CLASS II-XP CERTIFICATE
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
Certificate No.1 Percentage Interest: 100%
Class II-XP Senior
Date of Pooling and Servicing Agreement and Cut-off Date: Aggregate Initial Certificate Principal Balance of this
April 1, 2006 Certificate as of the Cut-off Date:
$0
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
May 25, 2006 $0
Master Servicer: CUSIP: ___________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
April 25, 2035
BEAR STEARNS ALT-A TRUST 2006-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-3
evidencing a fractional undivided interest in the distributions allocable to the Class
II-XP Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Stearns Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to SAMI II. Wells Fargo Bank, National Association ("Wells Fargo") will act as
master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement"), among SAMI II, as depositor
(the "Seller"), the Master Servicer, Wells Fargo, as securities administrator (the "SecuritiesAdministrator"), EMC Mortgage Corporation and U.S. Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a "DistributionDate"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class II-XP Certificate will be made unless the Securities
Administrator has received either (i) opinion of counsel for the benefit of the Trustee, Master Servicer
and the Securities Administrator and which they may rely which is satisfactory to the Securities
Administrator that the purchase of this certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as amended
(the "Code"), and will not subject the Master Servicer, the Trustee or the Securities Administrator to
any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation
letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: April 28, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Trustee
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class II-XP Certificates referred to in the within-mentioned
Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:__________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-14
FORM OF CLASS III-A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No. 1 Adjustable Pass-Through Rate
Class III-A Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
April 1, 2006 $____________
First Distribution Date: Initial Certificate Principal Balance of this
May 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: __________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
May 25, 2036
BEAR STEARNS ALT-A TRUST 2006-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-3
evidencing a fractional undivided interest in the distributions allocable to the Class
III-A Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the "MortgageLoans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to SAMI II.
Wells Fargo Bank, National Association ("Wells Fargo") will act as master servicer of the Mortgage Loans
(the "Master Servicer," which term includes any successors thereto under the Agreement referred to
below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement"), among SAMI II, as depositor (the "Seller"), the Master
Servicer, Wells Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage
Corporation and U.S. Bank National Association, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized
terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the sum of (x) the Cut-off
Date Balance and (y) the Pre-Funded Amounts for Loan Group I or (ii) the Depositor, based upon an
Opinion of Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of
any REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status
will be lost for the then-current taxable year. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement
continue beyond the expiration of 21 years after the death of certain persons identified in the
Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: April 28, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class III-A Certificates referred to in the within-mentioned
Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:_________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-15
FORM OF CLASS III-X CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No.1 _______%
Class III-X Senior
Aggregate Initial Notional Amount of this Certificate
Date of Pooling and Servicing Agreement and Cut-off Date: as of the Cut-off Date:
April 1, 2006 $___________
Initial Notional Amount of this Certificate as of the
First Distribution Date: Cut-off Date:
May 25, 2006 $___________
Master Servicer: CUSIP: ____________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
May 25, 2036
BEAR STEARNS ALT-A TRUST 2006-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-3
evidencing a fractional undivided interest in the distributions allocable to the Class
III-X Certificates with respect to a Trust Fund consisting primarily of a pool of
adjustable interest rate mortgage loans secured by first liens on one-to-four family
residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this
Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate mortgage
loans secured by first liens on one- to four- family residential properties (collectively, the "MortgageLoans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to SAMI II.
Wells Fargo Bank, National Association ("Wells Fargo") will act as master servicer of the Mortgage Loans
(the "Master Servicer," which term includes any successors thereto under the Agreement referred to
below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement"), among SAMI II, as depositor (the "Seller"), the Master
Servicer, Wells Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage
Corporation and JPMorgan Chase Bank, National Association, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the Notional
Amount hereof at a per annum rate equal to the Pass-Through Rate set forth above. The Securities
Administrator will distribute on the 25th day of each month, or, if such 25th day is not a Business Day,
the immediately following Business Day (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate is registered at the
close of business on the Business Day immediately preceding the related Distribution Date so long as
such Certificate remains in book-entry form (and otherwise, the close of business on the last Business
Day of the month immediately preceding the month of such Distribution Date), an amount equal to the
product of the Fractional Undivided Interest evidenced by this Certificate and the amount (of interest,
if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate.
The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled
maturity date of any Mortgage Loan and is not likely to be the date on which the Notional Amount of this
Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Notional Amount of this Certificate is set forth above.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the Cut-off Date Balance
for Loan Group II or (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor and
the Trustee has determined that the REMIC status of any REMIC under the Agreement has been lost or that
a substantial risk exists that such REMIC status will be lost for the then-current taxable year. The
exercise of such right will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21 years after the death of
certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: April 28, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:_________________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class III-X Certificates referred to in the within-mentioned
Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:__________________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
_____________________________________________
Signature by or on behalf of assignor
______________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-16
FORM OF CLASS III-B-[1][2][3] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS II-A CERTIFICATES AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED IN THE AGREEMENT.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE SECURITIES ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS III-B-[1][2][3] CERTIFICATE OR ANY INTEREST THEREIN SHALL BE
DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST
THEREIN, THAT EITHER (I) SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH, S&P AND
MOODY'S, (II) IT IS NOT A PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, OR SECTION 4975 OF THE CODE (EACH, A "PLAN") OR INVESTING WITH "PLAN ASSETS" OF ANY
PLAN, OR (III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE
CERTIFICATE OR INTEREST THEREIN IS AN "INSURANCE COMPANY GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN
U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND (3) THE CONDITIONS
IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.
Certificate No.1 Adjustable Pass-Through Rate
Class III-B-[1][2][3] Subordinate
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
April 1, 2006 $__________
First Distribution Date: Initial Certificate Principal Balance of this
May 25, 2006 Certificate as of the Cut-off Date: $__________
Master Servicer: CUSIP: ___________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
May 25, 2036
BEAR STEARNS ALT-A TRUST 2006-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-3
evidencing a fractional undivided interest in the distributions allocable to the Class
III-B-[1][2][3] Certificates with respect to a Trust Fund consisting primarily of a
pool of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as
this Certificate in a trust (the "Trust Fund") primarily consisting of conventional adjustable rate
mortgage loans secured by first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage Corporation ("EMC") to
SAMI II. Wells Fargo Bank, National Association ("Wells Fargo") will act as master servicer of the
Mortgage Loans (the "Master Servicer," which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as
of the Cut-off Date specified above (the "Agreement"), among SAMI II, as depositor (the "Seller"), the
Master Servicer, Wells Fargo, as securities administrator (the "Securities Administrator"), EMC Mortgage
Corporation and U.S. Bank National Association, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized
terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.
Interest on this Certificate will accrue during the period from and including the
preceding Distribution Date (as hereinafter defined) (or in the case of the first Distribution Date,
from the Closing Date) to and including the day prior to the current Distribution Date on the
Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Securities Administrator will distribute on the 25th day of each month, or, if such 25th
day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"),
commencing on the first Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding the related
Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of
business on the last Business Day of the month immediately preceding the month of such Distribution
Date), an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate
and the amount (of interest, if any) required to be distributed to the Holders of Certificates of the
same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the
month following the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized
Losses allocable hereto.
Each beneficial owner of a Class III-B-[1][2][3] Certificate or any interest therein shall be
deemed to have represented, by virtue of its acquisition or holding of that Certificate or interest
therein, that either (i) such Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P and
Moody's, (ii) it is not a plan subject to Title I of the Employee Retirement Investment Security Act of
1974, as amended, or Section 4975 of the Code (each, a "Plan") or investing with "plan assets" of any
Plan, or (iii)(1) it is an insurance company, (2) the source of funds used to acquire or hold the
Certificate or interest therein is an "insurance company general account," as such term is defined in
U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreements and the modification of the rights and obligations of the
Seller, the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreements
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the sum of (x) the Cut-off
Date Balance and (y) the Pre-Funded Amounts for Loan Group II or (ii) the Depositor, based upon an
Opinion of Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of
any REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status
will be lost for the then-current taxable year. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement
continue beyond the expiration of 21 years after the death of certain persons identified in the
Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: April 28, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely
as Securities Administrator
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class III-B-[1][2][3] Certificates referred to in the
within-mentioned Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT A-17
FORM OF CLASS III-B-[4][5][6] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS III-A, CLASS
III-B-1, CLASS III-B-2, CLASS III-B-3 CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST"
IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN CERTIFICATED
FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or
(7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE, MASTER SERVICER AND THE SECURITIES ADMINISTRATOR AND ON WHICH THEY MAY
RELY WHICH IS SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE OF THIS CERTIFICATE IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE
TRUSTEE OR THE SECURITIES ADMINISTRATOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
Certificate No.1 Adjustable Pass-Through Rate
Class III-B-[4][5][6] Senior
Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date: Certificate as of the Cut-off Date:
April 1, 2006 $__________
Initial Certificate Principal Balance of this
First Distribution Date: Certificate as of the Cut-off Date:
May 25, 2006 $__________
Master Servicer: CUSIP: ____________
Wells Fargo Bank, National Association
Assumed Final Distribution Date:
May 25, 2036
BEAR STEARNS ALT-A TRUST 2006-3
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2006-3
evidencing a fractional undivided interest in the distributions allocable to the Class
III-B-[4][5][6] Certificates with respect to a Trust Fund consisting primarily of a
pool of adjustable interest rate mortgage loans secured by first liens on one-to-four
family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments II Inc. ("SAMI II"), the
Master Servicer, the Securities Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are
guaranteed or insured by any governmental entity or by SAMI II, the Master Servicer or the Trustee or
any of their affiliates or any other person. None of SAMI II, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Bear, Stearns Securities Corp. is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of
the same Class as this Certificate in a trust (the "Trust Fund") primarily consisting of conventional
adjustable rate mortgage loans secured by first liens on one- to four- family residential properties
(collectively, the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage
Corporation ("EMC") to SAMI II. Wells Fargo Bank, National Association ("Wells Fargo") will act as
master servicer of the Mortgage Loans (the "Master Servicer," which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement"), among SAMI II, as depositor
(the "Seller"), the Master Servicer, Wells Fargo, as securities administrator (the "SecuritiesAdministrator"), EMC Mortgage Corporation and U.S. Bank National Association, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
The Securities Administrator will distribute on the 25th day of each month, or, if
such 25th day is not a Business Day, the immediately following Business Day (each, a "DistributionDate"), commencing on the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of the month immediately
preceding the month of the related Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan and
is not likely to be the date on which the Certificate Principal Balance of this Class of Certificates
will be reduced to zero.
Distributions on this Certificate will be made by the Securities Administrator by
check mailed to the address of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Securities Administrator in writing
as specified in the Agreement, by wire transfer. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
appointed by the Securities Administrator for that purpose and designated in such notice. The initial
Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions allocable to principal hereon.
No transfer of this Certificate shall be made unless the transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and
an effective registration or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the event that such a transfer
of this Certificate is to be made without registration or qualification, the Securities Administrator
shall require receipt of (i) if such transfer is purportedly being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a transferee that is an "Institutional Accredited Investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act, written certifications
from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1 or F-2, as applicable,
and (ii) if requested by the Securities Administrator, an Opinion of Counsel satisfactory to it that
such transfer may be made without such registration or qualification (which Opinion of Counsel shall not
be an expense of the Trust Fund or of the Seller, the Trustee, the Securities Administrator or the
Master Servicer in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the Seller, the Securities
Administrator or the Trustee is obligated to register or qualify the Class of Certificates specified on
the face hereof under the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to
indemnify the Trustee, the Securities Administrator, the Seller and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
No transfer of this Class III-B-[4][5][6] Certificate will be made unless the
Securities Administrator has received either (i) opinion of counsel for the benefit of the Trustee,
Master Servicer and the Securities Administrator and which they may rely which is satisfactory to the
Securities Administrator that the purchase of this certificate is permissible under local law, will not
constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code, as
amended (the "Code"), and will not subject the Master Servicer, the Trustee or the Securities
Administrator to any obligation or liability in addition to those undertaken in the Agreement or (ii) a
representation letter stating that the transferee is not acquiring directly or indirectly by, or on
behalf of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA,
and/or Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of Certificates designated as set
forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look
solely to the Trust Fund for payment hereunder and that neither the Securities Administrator nor the
Trustee is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the
Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.
The Agreement permits, with certain exceptions therein provided: (i) the amendment
thereof and of the Servicing Agreement and the modification of the rights and obligations of the Seller,
the Master Servicer, the Securities Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by EMC, the Seller, the Master Servicer, the
Securities Administrator and the Trustee, and (ii) the amendment thereof and of the Servicing Agreement
by the Master Servicer and the Trustee with the consent of the Holders of Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases,
Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided
Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof and of the Servicing Agreement in certain limited
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable with the Securities Administrator upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained by the Securities
Administrator for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Securities Administrator duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates without coupons in the
Classes and denominations specified in the Agreement. As provided in the Agreement and subject to
certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate Fractional Undivided Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for any such registration of
transfer, but the Securities Administrator may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. The Seller, the Master Servicer, the Trustee,
the Securities Administrator and any agent of any of them may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Seller, the Master
Servicer, the Trustee, the Securities Administrator or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to the termination of the
Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation
(or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition
of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B)
the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named
in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the
terms of the Agreement. Such optional repurchase may be made only if (i) the Scheduled Principal Balance
of the Mortgage Loans at the time of any such repurchase is less than 10% of the sum of (x) the Cut-off
Date Balance and (y) the Pre-Funded Amounts for Loan Group II or (ii) the Depositor, based upon an
Opinion of Counsel addressed to the Depositor and the Trustee has determined that the REMIC status of
any REMIC under the Agreement has been lost or that a substantial risk exists that such REMIC status
will be lost for the then-current taxable year. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement
continue beyond the expiration of 21 years after the death of certain persons identified in the
Agreement.
Unless this Certificate has been countersigned by an authorized signatory of the
Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate to be
duly executed.
Dated: April 28, 2006 WELLS FARGO BANK, NATIONAL ASSOCIATION
Not in its individual capacity but solely
as Securities Administrator
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class III-B-[4][5][6] Certificates referred to in the
within-mentioned Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Authorized signatory of Wells Fargo Bank,
National Association, not in its
individual capacity but solely as
Securities Administrator
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address including postal zip code
of assignee) a Fractional Undivided Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to _________________________________ for the account of _________________________ account number
_____________, or, if mailed by check, to ______________________________. Applicable statements should
be mailed to _____________________________________________.
This information is provided by __________________, the assignee named above, or
________________________, as its agent.
EXHIBIT B
MORTGAGE LOAN SCHEDULE
MAIN_GROUP SUB_GROUP CURRENT_BALANCE PAYMENT STATED_ORIGINAL_TERM STATED_REM_TERM CURRENT_NET_COUPON LPMI MSERV SERV_FEE CURRENT_GROSS_COUPON CITY1 STATE ZIP_CODE PROPTYPE ORIGINAL_BALANCE FIRST_PAY_DATE LOAN_TO_VALUE MI MERS_ID1 MARGIN NEXT_RATE_ADJ_DATE1 MAX_RATE MIN_RATE PER_RATE_CAP LIEN BALLOON IO_FLAG IO_PERIOD PREPAY AMORT_TERM1 FIX_PER NEG_AM STATED_MAT PORTFOLIO
GROUP III G02 1324800 8142 360 358 7.125 0 0 0.25 7.375 HENDERSON NV 89012 PUD 1324800 20060301 75.00 No MI 100016000000000000 2.25 20110201 12.375 0 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G02 717500 4633.854167 360 358 7.5 0 0 0.25 7.75 COCONUT GROVE FL 33133 Condominium 717500 20060301 73.97 No MI 100134000000000000 2.25 20110201 12.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 427000 2579.791667 360 358 7 0 0 0.25 7.25 SAN JOSE CA 95127 Single Family 427000 20060301 70.00 No MI 100134000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 3000000 19062.5 360 358 7.375 0 0 0.25 7.625 NEW YORK NY 10024 2-4 Family 3000000 20060301 61.29 No MI 100134000000000000 2.25 20110201 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 825000 5328.125 360 358 7.5 0 0 0.25 7.75 MANHATTAN BEACH CA 90266 2-4 Family 825000 20060301 75.00 No MI 100134000000000000 2.25 20110201 12.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 419170 2576.148958 360 357 7.125 0 0 0.25 7.375 MENTONE CA 92359 Single Family 419170 20060201 80.00 No MI 100051000000000000 2.25 20110101 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G02 432855 2660.254688 360 356 7.125 0 0 0.25 7.375 ELK GROVE CA 95624 Single Family 432855 20060101 80.00 No MI 100063000000000000 2.25 20101201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 CWHL
GROUP III G02 477600 3134.25 360 358 7.625 0 0 0.25 7.875 RANCHO SANTA MARGARITA CA 92679 PUD 477600 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 4130000 24521.875 360 358 6.875 0 0 0.25 7.125 HENDERSON NV 89052 PUD 4130000 20060301 70.00 No MI 100134000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G02 440000 2658.333333 360 358 7 0 0 0.25 7.25 CAPE CORAL FL 33990 Single Family 440000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G02 1260000 7612.5 360 357 7 0 0 0.25 7.25 CALISTOGA CA 94515 Single Family 1260000 20060201 80.00 No MI 100134000000000000 2.25 20110101 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G02 443303.46 3028.86 360 358 7 0 0 0.25 7.25 SANTA CLARITA CA 91390 Single Family 444000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G05 243000 1290.9375 360 359 6.125 0 0 0.25 6.375 BEAUMONT CA 92223 PUD 243000 20060401 77.20 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G02 162400 998.0833333 360 359 7.125 0 0 0.25 7.375 FT LAUDERDALE FL 33308 Condominium 162400 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G03 302999 1672.806979 360 359 6.375 0 0 0.25 6.625 SAN JOSE CA 95125 Single Family 302999 20060401 40.40 No MI 100016000000000000 2.25 20130301 11.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 242200 958.7083333 360 358 4.5 0 0 0.25 4.75 SAN MARCOS CA 92078 PUD 242200 20060301 40.37 No MI 100016000000000000 2.25 20110201 9.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 277555.79 1445.603073 360 359 6 0 0 0.25 6.25 SACRAMENTO CA 95818 Single Family 277600 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G01 166320 1039.5 360 359 7.25 0 0 0.25 7.5 LAS VEGAS NV 89113 Condominium 166320 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 226496.31 1179.668281 360 359 6 0 0 0.25 6.25 BRADENTON FL 34205 Single Family 226600 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G02 348749 1925.385104 360 359 6.375 0 0 0.25 6.625 WINTER GARDEN FL 34787 PUD 348749 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 302400 1764 360 359 6.75 0 0 0.25 7 SKOKIE IL 60077 Single Family 302400 20060401 80.00 No MI 100016000000000000 2.25 20110301 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 400000 1916.666667 360 359 5.5 0 0 0.25 5.75 SHINGLE SPRINGS CA 95682 Single Family 400000 20060401 61.54 No MI 100016000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 224000 1190 360 359 6.125 0 0 0.25 6.375 NORTH HIGHLANDS CA 95660 Single Family 224000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 409272 2600.5825 360 358 7.375 0 0 0.25 7.625 MURRIETA CA 92563 Single Family 409272 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 222400 1088.833333 360 359 5.625 0 0 0.25 5.875 QUEEN CREEK AZ 85242 PUD 222400 20060401 80.00 No MI 100016000000000000 2.25 20130301 10.875 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G03 275000 1575.520833 360 359 6.625 0 0 0.25 6.875 SALINAS CA 93901 Single Family 275000 20060401 44.57 No MI 100134000000000000 2.25 20130301 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 300800 1472.666667 360 359 5.625 0 0 0.25 5.875 ANTELOPE CA 95843 Single Family 300800 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 376000 2350 360 359 7.25 0 0 0.25 7.5 CARSON CITY NV 89704 Single Family 376000 20060401 80.00 No MI 100016000000000000 2.25 20160301 12.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G04 140800 777.3333333 360 359 6.375 0 0 0.25 6.625 BELLEVUE WA 98005 Condominium 140800 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.625 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G03 207303.12 1277.61 360 359 6 0 0 0.25 6.25 DENVER CO 80218 Single Family 207500 20060401 59.71 No MI 100016000000000000 2.25 20130301 11.25 2 2 First Lien N N 0 Prepay 360 84 N 20360301 CWHL
GROUP III G05 298500 1616.875 360 359 6.25 0 0 0.25 6.5 ANTELOPE CA 95843 Single Family 298500 20060401 75.00 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 177111 1014.698438 360 359 6.625 0 0 0.25 6.875 MARICOPA AZ 85239 PUD 177111 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 173850 1014.125 360 359 6.75 0 0 0.25 7 ROUND ROCK TX 78681 PUD 173850 20060401 95.00 Radian Guaranty 100016000000000000 2.25 20110301 12 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 123638.13 782.18 360 359 6.25 0 0 0.25 6.5 LUCASVILLE OH 45648 Single Family 123750 20060401 75.00 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N N 0 Prepay 360 120 N 20360301 CWHL
GROUP III G01 199910.14 1232.05 360 359 6 0 0 0.25 6.25 LANCASTER KY 40444 Single Family 200100 20060401 66.70 No MI 100016000000000000 2.25 20110301 11.25 2 2 First Lien N N 0 No_PP 360 60 N 20360301 CWHL
GROUP III G01 137100 599.8125 360 359 5 0 0 0.25 5.25 WOODBURY HEIGHTS NJ 8097 Single Family 137100 20060401 60.13 No MI 100016000000000000 2.25 20110301 10.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 205600 1049.416667 360 358 5.875 0 0 0.25 6.125 TACOMA WA 98445 Single Family 205600 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 420000 2231.25 360 359 6.125 0 0 0.25 6.375 OAKLAND CA 94601 2-4 Family 420000 20060401 68.85 No MI 100016000000000000 2.25 20130301 11.375 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G03 375999.83 2075.832395 360 358 6.375 0 0 0.25 6.625 VALLEJO CA 94591 PUD 376000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.625 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 116000 737.0833333 360 359 7.375 0 0 0.25 7.625 WEST PALM BEACH FL 33401 Condominium 116000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 181916.26 871.6820792 360 359 5.5 0 0 0.25 5.75 COEUR D ALENE ID 83815 Condominium 182560 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 75000 429.6875 360 359 6.625 0 0 0.25 6.875 PALM SPRINGS CA 92262 Condominium 75000 20060401 33.33 No MI 100016000000000000 2.25 20160301 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 265000 1435.416667 360 359 6.25 0 0 0.25 6.5 CHANDLER AZ 85224 Single Family 265000 20060401 57.61 No MI 100016000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 210000 1137.5 360 359 6.25 0 0 0.25 6.5 OAKDALE CA 95361 Single Family 210000 20060401 58.33 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 192500 1002.604167 360 359 6 0 0 0.25 6.25 MODESTO CA 95351 Single Family 192500 20060401 62.50 No MI 100016000000000000 2.25 20110301 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 216000 1170 360 359 6.25 0 0 0.25 6.5 RENO NV 89506 Single Family 216000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G02 323999.88 1889.9993 360 359 6.75 0 0 0.25 7 VENTURA CA 93001 Condominium 324000 20060401 80.00 No MI 100134000000000000 2.25 20110301 12 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 199960 1103.945833 360 359 6.375 0 0 0.25 6.625 ROSEVILLE CA 95678 PUD 199960 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 417000 1998.125 360 359 5.5 0 0 0.25 5.75 SAN DIEGO CA 92116 Single Family 417000 20060401 70.68 No MI 100016000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 319458.24 1730.3988 360 359 6.25 0 0 0.25 6.5 KENMORE WA 98028 Single Family 322400 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 146350 792.7291667 360 359 6.25 0 0 0.25 6.5 FEDERAL WAY WA 98023 Condominium 146350 20060401 79.99 No MI 100016000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 169867.71 867.0331031 360 359 5.875 0 0 0.25 6.125 VICTORVILLE CA 92394 Single Family 170000 20060401 68.00 No MI 100016000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 225000 1195.3125 360 359 6.125 0 0 0.25 6.375 STOCKTON CA 95201 Single Family 225000 20060401 69.88 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 257500 1341.145833 360 359 6 0 0 0.25 6.25 GLENDALE AZ 85310 Single Family 257500 20060401 54.10 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 394400 1930.916667 360 359 5.625 0 0 0.25 5.875 WASHINGTON TOWNSHIP OH 45458 Single Family 394400 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 132000 811.25 360 359 7.125 0 0 0.25 7.375 HOMESTEAD FL 33034 Condominium 132000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G02 397344 2483.4 360 359 7.25 0 0 0.25 7.5 ORLANDO FL 32814 PUD 397344 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 111250 614.1927083 360 359 6.375 0 0 0.25 6.625 NAMPA ID 83686 2-4 Family 111250 20060401 61.81 No MI 100016000000000000 2.25 20160301 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 129200 646 360 359 5.75 0 0 0.25 6 BOISE ID 83713 Single Family 129200 20060401 80.00 No MI 100016000000000000 2.25 20110301 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 225200 1079.083333 360 359 5.5 0 0 0.25 5.75 PORT JEFFERSON STATION NY 11776 Single Family 225200 20060401 54.93 No MI 100016000000000000 2.25 20130301 10.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 160000 1000 360 359 7.25 0 0 0.25 7.5 CHICAGO IL 60640 Condominium 160000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 225000 1171.875 360 359 6 0 0 0.25 6.25 APPLE VALLEY CA 92307 Single Family 225000 20060401 75.00 No MI 100016000000000000 2.25 20130301 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G03 280000 1400 360 358 5.75 0 0 0.25 6 HYATTSVILLE MD 20783 Single Family 280000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 225200 1172.916667 360 359 6 0 0 0.25 6.25 HENDERSON NV 89015 PUD 225200 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G01 400000 2041.666667 360 359 5.875 0 0 0.25 6.125 SPARKS NV 89436 PUD 400000 20060401 23.53 No MI 100016000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 165523.47 844.8593781 360 359 5.875 0 0 0.25 6.125 FERNLEY NV 89408 Single Family 165600 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 340000 1275 360 359 4.25 0 0 0.25 4.5 WHITTIER CA 90604 Single Family 340000 20060401 80.00 No MI 100016000000000000 2.25 20110301 9.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 231120 1420.425 360 359 7.125 0 0 0.25 7.375 PHOENIX AZ 85054 Condominium 231120 20060401 80.00 No MI 100134000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 398400 2199.5 360 358 6.375 0 0 0.25 6.625 WINDERMERE FL 34786 PUD 398400 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 206300 1267.885417 360 359 7.125 0 0 0.25 7.375 LAS VEGAS NV 89123 Condominium 206300 20060401 79.99 No MI 100016000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 228000 1377.5 360 359 7 0 0 0.25 7.25 GUFFEY CO 80820 Single Family 228000 20060401 75.00 No MI 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 216600 1308.625 360 359 7 0 0 0.25 7.25 BAKERSFIELD CA 93307 PUD 216600 20060401 95.00 Radian Guaranty 100134000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 195000 1117.1875 360 359 6.625 0 0 0.25 6.875 STOCKTON CA 95206 Single Family 195000 20060401 75.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 650000 3723.958333 360 359 6.625 0 0 0.25 6.875 WATSONVILLE CA 95076 2-4 Family 650000 20060401 79.75 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 212000 1214.583333 360 359 6.625 0 0 0.25 6.875 RIVERSIDE CA 92501 PUD 212000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 103200 526.75 360 359 5.875 0 0 0.25 6.125 DEATSVILLE AL 36022 Single Family 103200 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 141441.33 792.92 360 359 5.125 0 0 0.25 5.375 CHICAGO IL 60615 Condominium 141600 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.375 2 2 First Lien N N 0 No_PP 360 60 N 20360301 CWHL
GROUP III G01 242000 1159.583333 360 359 5.5 0 0 0.25 5.75 LAS VEGAS NV 89122 PUD 242000 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 159200 762.8333333 360 359 5.5 0 0 0.25 5.75 RICHMOND VA 23227 Single Family 159200 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 95120 554.8666667 360 358 6.75 0 0 0.25 7 ATLANTA GA 30324 Condominium 95120 20060301 80.00 No MI 100016000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 187750 1134.322917 360 359 7 0 0 0.25 7.25 ATLANTA GA 30363 Condominium 187760 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 350000 1895.833333 360 359 6.25 0 0 0.25 6.5 OXNARD CA 93035 PUD 350000 20060401 56.91 No MI 100016000000000000 2.25 20130301 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G01 211200 1166 360 359 6.375 0 0 0.25 6.625 HOUSTON TX 77008 Single Family 211200 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 348000 1993.75 360 359 6.625 0 0 0.25 6.875 MURRIETA CA 92562 Single Family 348000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G03 257520 1287.6 360 359 5.75 0 0 0.25 6 FOOTHILL RANCH CA 92610 Condominium 257520 20060401 80.00 No MI 100016000000000000 2.25 20130301 11 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 254600 1246.479167 360 359 5.625 0 0 0.25 5.875 EVERETT MA 2149 2-4 Family 254600 20060401 55.35 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 365200 1787.958333 360 359 5.625 0 0 0.25 5.875 SAN JOSE CA 95112 Condominium 365200 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 400000 2291.666667 360 359 6.625 0 0 0.25 6.875 BURKE VA 22015 Single Family 400000 20060401 76.63 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 180880 960.925 360 359 6.125 0 0 0.25 6.375 CUMMING GA 30041 PUD 180880 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 173200 938.1666667 360 359 6.25 0 0 0.25 6.5 FISHERS HILL VA 22626 Single Family 173200 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 223200 1348.5 360 359 6.51 0.49 0 0.25 7.25 SAINT FRANCIS MN 55070 Single Family 223200 20060401 90.00 Republic MIC 100016000000000000 2.875 20110301 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 181500 1020.9375 360 359 6.5 0 0 0.25 6.75 LA PINE OR 97739 Single Family 181500 20060401 68.75 No MI 100016000000000000 2.25 20110301 11.75 2.135 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 385000 2085.416667 360 359 6.25 0 0 0.25 6.5 TACOMA WA 98406 Single Family 385000 20060401 70.00 No MI 100016000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 56190 263.390625 360 359 5.375 0 0 0.25 5.625 INKSTER MI 48141 Single Family 56190 20060401 90.00 Republic MIC 100016000000000000 2.25 20110301 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 96000 490 360 358 5.875 0 0 0.25 6.125 COMMERCE GA 30529 Single Family 96000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 168000 840 360 359 5.75 0 0 0.25 6 VIRGINIA BEACH VA 23454 Single Family 168000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 222000 1086.875 360 359 5.625 0 0 0.25 5.875 LANCASTER CA 93534 Single Family 222000 20060401 73.51 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 140800 894.6666667 360 359 7.375 0 0 0.25 7.625 MONTESANO WA 98563 2-4 Family 140800 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 142200 888.75 360 359 7.25 0 0 0.25 7.5 PALM BAY FL 32907 Single Family 142200 20060401 90.00 United Guaranty 100134000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 192000 1140 360 359 6.875 0 0 0.25 7.125 MELBOURNE FL 32940 Single Family 192000 20060401 80.00 No MI 100016000000000000 2.25 20160301 12.125 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G03 320000 2000 360 358 7.25 0 0 0.25 7.5 CITY OF COMMERCE CA 90040 Single Family 320000 20060301 80.00 No MI 100016000000000000 2.25 20130201 12.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G02 223950 979.78125 360 359 5 0 0 0.25 5.25 VICTORVILLE CA 92395 Single Family 224000 20060401 78.60 No MI 100016000000000000 2.25 20110301 10.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 275919.41 1178.405814 360 359 4.875 0 0 0.25 5.125 ARLINGTON VA 22206 Condominium 275920 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 299200 1714.166667 360 359 6.625 0 0 0.25 6.875 LANHAM MD 20706 Single Family 299200 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 184800 1116.5 360 359 7 0 0 0.25 7.25 SOUTH JORDAN UT 84095 Single Family 184800 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 316000 1942.083333 360 358 7.125 0 0 0.25 7.375 POWDER SPRINGS GA 30127 Single Family 316000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 192500 942.4479167 360 359 5.625 0 0 0.25 5.875 FOREST LAKE MN 55025 Single Family 192500 20060401 71.30 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 171000 855 360 359 5.75 0 0 0.25 6 UNIVERSITY HEIGHTS OH 44118 Single Family 171000 20060401 78.44 No MI 100016000000000000 2.25 20110301 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 102000 595 360 359 6.75 0 0 0.25 7 FAIRFIELD OH 45014 Single Family 102000 20060401 57.63 No MI 100016000000000000 2.25 20160301 12 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 399999 2124.994688 360 359 6.125 0 0 0.25 6.375 LINO LAKES MN 55038 Single Family 399999 20060401 71.63 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 290000 1540.625 360 359 6.125 0 0 0.25 6.375 FOUNTAIN VALLEY CA 92708 Single Family 290000 20060401 38.01 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 180000 1087.5 360 359 7 0 0 0.25 7.25 ORLANDO FL 32807 Single Family 180000 20060401 90.00 United Guaranty 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G03 95200 515.6666667 360 359 6.25 0 0 0.25 6.5 GREENWOOD IN 46143 PUD 95200 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 101600 455.0833333 360 358 5.125 0 0 0.25 5.375 CINCINNATI OH 45233 Single Family 101600 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 223200 1325.25 360 358 6.875 0 0 0.25 7.125 LAWRENCE MA 1843 Single Family 223200 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 167120 835.6 360 359 5.75 0 0 0.25 6 ORLANDO FL 32821 PUD 167120 20060401 80.00 No MI 100016000000000000 2.25 20110301 11 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G03 350400 1971 360 359 6.5 0 0 0.25 6.75 MENIFEE CA 92584 Single Family 350400 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.75 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G03 255920 1332.916667 360 359 6 0 0 0.25 6.25 LYNWOOD CA 90262 Single Family 255920 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G03 191920 1199.5 360 359 7.25 0 0 0.25 7.5 LEHIGH ACRES FL 33971 Single Family 191920 20060401 80.00 No MI 100016000000000000 2.25 20130301 12.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 204000 1020 360 359 5.75 0 0 0.25 6 GLENDALE HEIGHTS IL 60139 Single Family 204000 20060401 80.00 No MI 100134000000000000 2.25 20110301 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 157600 771.5833333 360 359 5.625 0 0 0.25 5.875 WESTMINSTER CO 80021 Single Family 157600 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 218800 1207.958333 360 359 6.375 0 0 0.25 6.625 ORLANDO FL 32821 Condominium 218800 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G05 141600 781.75 360 359 6.375 0 0 0.25 6.625 OVIEDO FL 32765 Condominium 141600 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G02 122500 765.625 360 359 7.25 0 0 0.25 7.5 WINTER SPRINGS FL 32708 Single Family 122500 20060401 70.00 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 375894.25 2114.405156 360 359 6.5 0 0 0.25 6.75 OAKTON VA 22124 PUD 376000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 342000 1923.75 360 359 6.5 0 0 0.25 6.75 PALM SPRINGS CA 92264 Single Family 342000 20060401 60.00 No MI 100134000000000000 2.25 20130301 11.75 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G01 183999.83 1130.832289 360 359 7.125 0 0 0.25 7.375 ROSAMOND CA 93560 Single Family 184000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 105849.04 673.78 360 358 6.125 0 0 0.25 6.375 NAVARRE OH 44662 Single Family 108000 20060301 72.00 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N N 0 No_PP 360 84 N 20360201 CWHL
GROUP III G01 119877.65 709.85 360 359 5.625 0 0 0.25 5.875 CHAMPLIN MN 55316 Single Family 120000 20060401 52.17 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N N 0 No_PP 360 60 N 20360301 CWHL
GROUP III G01 188000 920.4166667 360 358 5.625 0 0 0.25 5.875 BROOMFIELD CO 80020 Single Family 188000 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 412000 2532.083333 360 358 7.125 0 0 0.25 7.375 MARIETTA GA 30068 Single Family 412000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 266400 1526.25 360 359 6.625 0 0 0.25 6.875 WOODBRIDGE VA 22192 PUD 266400 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 50000 291.6666667 360 359 6.75 0 0 0.25 7 CLEVELAND OH 44119 Single Family 50000 20060401 45.45 No MI 100016000000000000 2.25 20160301 12 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G03 400000 2333.333333 360 359 6.75 0 0 0.25 7 PORTLAND OR 97266 PUD 400000 20060401 76.70 No MI 100016000000000000 2.25 20130301 12 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 134894.69 920.94 360 359 6.67 0.33 0 0.25 7.25 DES PLAINES IL 60016 Condominium 135000 20060401 90.00 PMI 100016000000000000 2.75 20110301 12.25 2 2 First Lien N N 0 No_PP 360 60 N 20360301 CWHL
GROUP III G01 193520 1088.55 360 359 6.5 0 0 0.25 6.75 CHICAGO IL 60615 Condominium 193520 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.75 2.17 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 188799 825.995625 360 359 5 0 0 0.25 5.25 GLADSTONE OR 97027 Single Family 188799 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 252000 1286.25 360 359 5.875 0 0 0.25 6.125 GLEN ELLYN IL 60137 Single Family 252000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 316316 1746.327917 360 359 6.375 0 0 0.25 6.625 KISSIMMEE FL 34746 PUD 316316 20060401 95.00 Radian Guaranty 100016000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 215200 1053.583333 360 359 5.625 0 0 0.25 5.875 MESA AZ 85206 PUD 215200 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 207200 1251.833333 360 358 7 0 0 0.25 7.25 HONOLULU HI 96822 Condominium 207200 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 163200 918 360 359 6.5 0 0 0.25 6.75 CHAGRIN FALLS OH 44023 Single Family 163200 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 208000 1105 360 359 6.125 0 0 0.25 6.375 SEATTLE WA 98118 Single Family 208000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G05 400000 2416.666667 360 359 7 0 0 0.25 7.25 LAS VEGAS NV 89104 Single Family 400000 20060401 72.73 No MI 100016000000000000 2.25 20160301 12.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 164800 841.1666667 360 359 5.875 0 0 0.25 6.125 CHARLESTON SC 29492 PUD 164800 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 335200 1920.416667 360 359 6.625 0 0 0.25 6.875 KISSIMMEE FL 34744 PUD 335200 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G02 99920 520.4166667 360 359 6 0 0 0.25 6.25 SAN ANTONIO TX 78253 Single Family 99920 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 203873 1295.443021 360 359 7.375 0 0 0.25 7.625 MIAMI FL 33143 Condominium 203873 20060401 89.12 Republic MIC 100016000000000000 2.25 20160301 12.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 400000 2250 360 359 6.5 0 0 0.25 6.75 VALLEY SPRINGS CA 95252 Single Family 400000 20060401 64.00 No MI 100016000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 380000 2414.583333 360 359 7.375 0 0 0.25 7.625 SCOTTSDALE AZ 85254 Single Family 380000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 360000 1987.5 360 359 6.375 0 0 0.25 6.625 BOTHELL WA 98011 PUD 360000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 319950 1566.421875 360 359 5.625 0 0 0.25 5.875 BONNEY LAKE WA 98391 PUD 319950 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 360000 1987.5 360 359 6.375 0 0 0.25 6.625 SEATTLE WA 98115 Single Family 360000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 142000 783.9583333 360 359 6.375 0 0 0.25 6.625 TRAVERSE CITY MI 49684 Single Family 142000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 309320 1643.2625 360 359 6.125 0 0 0.25 6.375 DELRAY BEACH FL 33446 PUD 309320 20060401 90.00 United Guaranty 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 108000 618.75 360 359 6.625 0 0 0.25 6.875 LOUISVILLE OH 44641 Single Family 108000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 280000 1458.333333 360 359 6 0 0 0.25 6.25 PALMDALE CA 93550 Single Family 280000 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 264000 1485 360 359 6.5 0 0 0.25 6.75 RIALTO CA 92377 Single Family 264000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 175900 952.7916667 360 359 6.25 0 0 0.25 6.5 FERN PARK FL 32730 Single Family 175900 20060401 83.80 United Guaranty 100134000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G03 241500 1257.8125 360 359 6 0 0 0.25 6.25 MILWAUKIE OR 97267 Single Family 241500 20060401 70.00 No MI 100016000000000000 2.25 20130301 11.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G05 298400 1802.833333 360 359 7 0 0 0.25 7.25 AUBURN GA 30011 Single Family 298400 20060401 79.79 No MI 100016000000000000 2.25 20160301 12.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G03 274400 1514.916667 360 359 6.375 0 0 0.25 6.625 LAS VEGAS NV 89139 PUD 274400 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 290000 1601.041667 360 359 6.375 0 0 0.25 6.625 TROY MI 48098 Single Family 290000 20060401 79.45 No MI 100016000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 110000 687.5 360 359 7.25 0 0 0.25 7.5 WOODLAND PARK CO 80863 Single Family 110000 20060401 66.67 No MI 100016000000000000 2.25 20130301 12.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 351738.76 2461.24 360 359 7.25 0 0 0.25 7.5 FRAMINGHAM MA 1701 Single Family 352000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N N 0 No_PP 360 60 N 20360301 CWHL
GROUP III G01 336000 2100 360 359 7.25 0 0 0.25 7.5 LOS ANGELES CA 91602 Condominium 336000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 275900 1523.197917 360 359 6.375 0 0 0.25 6.625 HERRIMAN UT 84065 Single Family 275900 20060401 79.99 No MI 100016000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 138600 750.75 360 359 6.25 0 0 0.25 6.5 AURORA CO 80012 PUD 138600 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 202500 1160.15625 360 359 6.625 0 0 0.25 6.875 SOUTH WEBER UT 84405 Single Family 202500 20060401 75.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 246400 1257.666667 360 359 5.875 0 0 0.25 6.125 WEST JORDAN UT 84088 Single Family 246400 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 98693 606.5507292 360 359 7.125 0 0 0.25 7.375 BLUFFTON SC 29910 Condominium 98693 20060401 70.00 No MI 100134000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 181555.39 888.8649302 360 359 5.625 0 0 0.25 5.875 PHOENIX AZ 85043 PUD 181600 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 326400 1802 360 359 6.375 0 0 0.25 6.625 MARIETTA GA 30068 Single Family 326400 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 243692 1497.690417 360 359 7.125 0 0 0.25 7.375 SARASOTA FL 34243 Condominium 243692 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 256000 1600 360 359 7.25 0 0 0.25 7.5 BOULDER CO 80304 Single Family 256000 20060401 80.00 No MI 100134000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 116000 640.4166667 360 358 6.375 0 0 0.25 6.625 FORT WALTON BEACH FL 32547 Single Family 116000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 395550 1854.140625 360 358 5.375 0 0 0.25 5.625 MESQUITE NV 89027 PUD 395550 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 75996.35 467.060901 360 359 7.125 0 0 0.25 7.375 CLEARFIELD UT 84015 Single Family 76000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 232000 1160 360 358 5.75 0 0 0.25 6 LOS ANGELES CA 90062 Single Family 232000 20060301 50.66 No MI 100016000000000000 2.25 20160201 11 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 136000 779.1666667 360 359 6.625 0 0 0.25 6.875 AUBURNDALE FL 33823 PUD 136000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 202400 1033.083333 360 359 5.875 0 0 0.25 6.125 SPRING TX 77379 PUD 202400 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 172000 1057.083333 360 359 7.125 0 0 0.25 7.375 NORTH VERNON IN 47265 Single Family 172000 20060401 80.00 No MI 100134000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 249200 1427.708333 360 359 6.625 0 0 0.25 6.875 BARNESVILLE GA 30204 Single Family 249200 20060401 89.64 United Guaranty 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 176800 920.8333333 360 359 6 0 0 0.25 6.25 CANTON GA 30114 Single Family 176800 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G02 145500 848.75 360 358 6.75 0 0 0.25 7 MIRAMAR FL 33025 Condominium 145500 20060301 79.99 No MI 100016000000000000 2.25 20110201 12 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 232999.34 1164.9967 360 358 5.75 0 0 0.25 6 GILBERT AZ 85297 PUD 233000 20060301 71.69 No MI 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 308000 1540 360 358 5.75 0 0 0.25 6 GILBERT AZ 85233 PUD 308000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 162000 776.25 360 359 5.5 0 0 0.25 5.75 TITUSVILLE FL 32780 Single Family 162000 20060401 67.78 No MI 100016000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 190000 910.4166667 360 359 5.5 0 0 0.25 5.75 TROY OH 45373 Single Family 190000 20060401 79.17 No MI 100016000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 142000 739.5833333 360 359 6 0 0 0.25 6.25 RICHMOND VA 23237 Single Family 142000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 35596 207.6433333 360 359 6.75 0 0 0.25 7 MEMPHIS TN 38114 Single Family 35596 20060401 70.00 No MI 100016000000000000 2.25 20110301 12 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G02 128000 800 360 359 7.25 0 0 0.25 7.5 KISSIMMEE FL 34741 PUD 128000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 223160 1069.308333 360 358 5.5 0 0 0.25 5.75 BAKERSFIELD CA 93307 Single Family 223160 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 352000 1906.666667 360 359 6.25 0 0 0.25 6.5 HENDERSON NV 89074 PUD 352000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 105520 648.5083333 360 359 7.125 0 0 0.25 7.375 TAMPA FL 33614 Condominium 105520 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 140000 802.0833333 360 359 6.625 0 0 0.25 6.875 SEFFNER FL 33584 PUD 140000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 308000 1957.083333 360 359 7.375 0 0 0.25 7.625 MARINA DEL REY CA 90292 Condominium 308000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 360000 1762.5 360 359 5.625 0 0 0.25 5.875 GLENDALE CA 91208 Single Family 360000 20060401 46.45 No MI 100016000000000000 2.25 20160301 10.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 348000 2102.5 360 359 7 0 0 0.25 7.25 MARINA DEL REY CA 90292 Condominium 348000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 184000 996.6666667 360 359 6.25 0 0 0.25 6.5 LOS ANGELES CA 90061 Single Family 184000 20060401 54.12 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G05 280000 1370.833333 360 359 5.625 0 0 0.25 5.875 COLTON CA 92324 Single Family 280000 20060401 80.00 No MI 100016000000000000 2.25 20160301 10.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G03 198000 948.75 360 359 5.5 0 0 0.25 5.75 RIVERSIDE CA 92501 Single Family 198000 20060401 64.92 No MI 100016000000000000 2.25 20130301 10.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G03 333000 1699.6875 360 359 5.875 0 0 0.25 6.125 TURLOCK CA 95380 Single Family 333000 20060401 72.39 No MI 100016000000000000 2.25 20130301 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 248600 984.0416667 360 358 4.5 0 0 0.25 4.75 LAKE WORTH FL 33467 Single Family 248600 20060301 72.27 No MI 100016000000000000 2.25 20110201 9.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 237600 1163.25 360 358 5.625 0 0 0.25 5.875 HAMILTON OH 45013 Single Family 237600 20060301 80.00 No MI 100134000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 170050 1045.098958 360 359 7.125 0 0 0.25 7.375 POST FALLS ID 83854 PUD 170050 20060401 95.00 Radian Guaranty 100016000000000000 2.25 20130301 12.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G05 270000 1350 360 358 5.75 0 0 0.25 6 PHOENIX AZ 85050 Single Family 270000 20060301 63.53 No MI 100016000000000000 2.25 20160201 11 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 327200 1636 360 358 5.75 0 0 0.25 6 COMPTON CA 90220 Single Family 327200 20060301 80.00 No MI 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 352000 1466.666667 360 358 4.75 0 0 0.25 5 BALDWIN PARK CA 91706 PUD 352000 20060301 82.82 United Guaranty 100016000000000000 2.25 20110201 10 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 275000 1403.645833 360 358 5.875 0 0 0.25 6.125 VICTORVILLE CA 92392 Single Family 275000 20060301 65.48 No MI 100016000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 241600 1308.666667 360 359 6.25 0 0 0.25 6.5 LANCASTER CA 93535 Single Family 241600 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 249978.53 1301.97151 360 358 6 0 0 0.25 6.25 NORCO CA 92860 Single Family 250000 20060301 57.47 No MI 100016000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 192000 940 360 358 5.625 0 0 0.25 5.875 GILBERT AZ 85233 PUD 192000 20060301 65.08 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 93750 546.875 360 358 6.75 0 0 0.25 7 STONE MOUNTAIN GA 30088 Single Family 93750 20060301 75.00 No MI 100134000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 294000 1531.25 360 358 6 0 0 0.25 6.25 DENVER CO 80224 Single Family 294000 20060301 70.00 No MI 100016000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 161097.9 993.8 360 358 6 0 0 0.25 6.25 LAS VEGAS NV 89118 Condominium 161405 20060301 95.00 Radian Guaranty 100016000000000000 2.25 20160201 11.25 2 2 First Lien N N 0 No_PP 360 120 N 20360201 CWHL
GROUP III G03 126800 739.6666667 360 359 6.75 0 0 0.25 7 TAMPA FL 33614 PUD 126800 20060401 80.00 No MI 100016000000000000 2.25 20130301 12 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G01 340000 1912.5 360 358 6.5 0 0 0.25 6.75 RIVERSIDE CA 92507 Single Family 340000 20060301 71.13 No MI 100016000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 217600 1201.333333 360 358 6.375 0 0 0.25 6.625 SACRAMENTO CA 95841 PUD 217600 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G05 383200 1756.333333 360 359 5.25 0 0 0.25 5.5 NOVATO CA 94947 Condominium 383200 20060401 80.00 No MI 100016000000000000 2.25 20160301 10.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G03 213520 1334.5 360 359 7.25 0 0 0.25 7.5 HOLLYWOOD FL 33024 Single Family 213520 20060401 80.00 No MI 100016000000000000 2.25 20130301 12.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G01 417000 2171.875 360 358 6 0 0 0.25 6.25 COUNCE TN 38326 Single Family 417000 20060301 37.91 No MI 100134000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 204200 1042.270833 360 358 5.875 0 0 0.25 6.125 CORDOVA TN 38016 Single Family 204200 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 239200 1470.083333 360 358 7.125 0 0 0.25 7.375 LAS VEGAS NV 89117 PUD 239200 20060301 80.00 No MI 100016000000000000 2.25 20130201 12.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 155250 889.453125 360 359 6.625 0 0 0.25 6.875 PORT CHARLOTTE FL 33952 Single Family 155250 20060401 75.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 392000 1837.5 360 359 5.375 0 0 0.25 5.625 FORT LAUDERDALE FL 33312 Condominium 392000 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 160000 883.3333333 360 358 6.375 0 0 0.25 6.625 KISSIMMEE FL 34759 PUD 160000 20060301 61.03 No MI 100016000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G03 280000 1341.666667 360 358 5.5 0 0 0.25 5.75 HYATTSVILLE MD 20784 Single Family 280000 20060301 74.47 No MI 100016000000000000 2.25 20130201 10.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G03 139640.33 756.3851208 360 359 6.25 0 0 0.25 6.5 CENTERVILLE OH 45458 Single Family 139650 20060401 95.00 Radian Guaranty 100016000000000000 2.25 20130301 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 180200 957.3125 360 359 6.125 0 0 0.25 6.375 TYBEE ISLAND GA 31328 2-4 Family 180200 20060401 76.68 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 200000 1020.833333 360 359 5.875 0 0 0.25 6.125 WAYNESBORO VA 22980 Single Family 200000 20060401 76.19 No MI 100016000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 128800 684.25 360 359 6.125 0 0 0.25 6.375 BREMERTON WA 98312 Single Family 128800 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G03 112360 585.2083333 360 359 6 0 0 0.25 6.25 FEDERAL WAY WA 98023 Condominium 112360 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 294800 1443.291667 360 359 5.625 0 0 0.25 5.875 KENT WA 98042 Single Family 294800 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 139600 770.7083333 360 358 6.375 0 0 0.25 6.625 MADISON MS 39110 Single Family 139600 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 144000 705 360 358 5.625 0 0 0.25 5.875 FOLEY AL 36535 Single Family 144000 20060301 80.00 No MI 100016000000000000 2.25 20130201 10.875 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 140000 714.5833333 360 359 5.875 0 0 0.25 6.125 TUCSON AZ 85713 Single Family 140000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 340000 1806.25 360 359 6.125 0 0 0.25 6.375 CHICAGO IL 60613 Condominium 340000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 225000 1148.4375 360 359 5.875 0 0 0.25 6.125 VALLEY CENTER CA 92082 Single Family 225000 20060401 46.39 No MI 100016000000000000 2.25 20130301 11.125 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G04 150000 828.125 360 359 6.375 0 0 0.25 6.625 CARLSBAD CA 92009 Condominium 150000 20060401 37.50 No MI 100016000000000000 2.25 20130301 11.625 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G03 272000 1303.333333 360 358 5.5 0 0 0.25 5.75 GRAND TERRACE CA 92313 Single Family 272000 20060301 80.00 No MI 100016000000000000 2.25 20130201 10.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 230722.44 1240.06 360 359 4.75 0 0 0.25 5 REDLANDS CA 92374 Single Family 231000 20060401 57.75 No MI 100016000000000000 2.25 20110301 10 2 2 First Lien N N 0 Prepay 360 60 N 20360301 CWHL
GROUP III G01 292000 1338.333333 360 359 5.25 0 0 0.25 5.5 GARDEN GROVE CA 92843 PUD 292000 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 172801.57 955.31 360 359 5 0 0 0.25 5.25 KISSIMMEE FL 34759 PUD 173000 20060401 78.64 No MI 100016000000000000 2.25 20110301 10.25 2 2 First Lien N N 0 No_PP 360 60 N 20360301 CWHL
GROUP III G05 377000 1924.270833 360 359 5.875 0 0 0.25 6.125 LAKEWOOD CA 90713 Single Family 377000 20060401 64.44 No MI 100016000000000000 2.25 20160301 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G03 297445 1580.176563 360 359 6.125 0 0 0.25 6.375 LAMOILLE NV 89828 PUD 297445 20060401 69.99 No MI 100016000000000000 2.25 20130301 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G02 131600 726.5416667 360 358 6.375 0 0 0.25 6.625 ORANGE CITY FL 32763 Single Family 131600 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 107200 591.8333333 360 358 6.375 0 0 0.25 6.625 NEWNAN GA 30263 Single Family 107200 20060301 80.00 No MI 100134000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G05 355999.92 2187.916175 360 359 7.125 0 0 0.25 7.375 SAN FRANCISCO CA 94109 Condominium 356000 20060401 80.00 No MI 100016000000000000 2.25 20160301 12.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 343592 1717.96 360 358 5.75 0 0 0.25 6 MOUNT PLEASANT SC 29466 PUD 343592 20060301 80.00 No MI 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 500000 2760.416667 360 359 6.375 0 0 0.25 6.625 BURBANK CA 91506 2-4 Family 500000 20060401 66.67 No MI 100016000000000000 2.25 20160301 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G03 201600 1197 360 358 6.875 0 0 0.25 7.125 DESTIN FL 32541 Single Family 201600 20060301 80.00 No MI 100134000000000000 2.25 20130201 12.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 144000 690 360 358 5.5 0 0 0.25 5.75 BURLINGTON WA 98233 Condominium 144000 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 343200 2037.75 360 359 6.875 0 0 0.25 7.125 LAKE WORTH FL 33467 PUD 343200 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G03 360000 2175 360 358 7 0 0 0.25 7.25 PICO RIVERA CA 90660 Single Family 360000 20060301 70.59 No MI 100016000000000000 2.25 20130201 12.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 80000 483.3333333 360 359 7 0 0 0.25 7.25 GREENBRIER AR 72058 Single Family 80000 20060401 45.71 No MI 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 167000 817.6041667 360 359 5.625 0 0 0.25 5.875 KEAAU HI 96749 Single Family 167000 20060401 47.71 No MI 100016000000000000 2.25 20160301 10.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 316320 1647.5 360 359 6 0 0 0.25 6.25 WALDORF MD 20603 PUD 316320 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 213750 1113.28125 360 358 6 0 0 0.25 6.25 VIRGINIA BEACH VA 23454 Single Family 213750 20060301 95.00 GE Capital MI 100016000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 376000 2310.833333 360 359 7.125 0 0 0.25 7.375 VENTURA CA 93001 PUD 376000 20060401 80.00 No MI 100016000000000000 2.25 20130301 12.375 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G05 190000 1029.166667 360 359 6.25 0 0 0.25 6.5 SANTA BARBARA CA 93111 Condominium 190000 20060401 27.14 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G05 300000 1562.5 360 358 6 0 0 0.25 6.25 SANTA BARBARA CA 93101 Single Family 300000 20060301 34.09 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 318320 1591.6 360 358 5.75 0 0 0.25 6 FAIRFAX VA 22031 Condominium 318320 20060301 80.00 No MI 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 166500 763.125 360 359 5.25 0 0 0.25 5.5 NASHVILLE TN 37217 Single Family 166500 20060401 90.00 United Guaranty 100016000000000000 2.25 20110301 10.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 189000 925.3125 360 359 5.625 0 0 0.25 5.875 N LAS VEGAS NV 89031 PUD 189000 20060401 74.12 No MI 100016000000000000 2.25 20130301 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 405700 1817.197917 360 358 5.125 0 0 0.25 5.375 LA GRANGE CA 95329 Single Family 405700 20060301 77.28 No MI 100016000000000000 2.25 20110201 10.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 349600 1966.5 360 359 6.5 0 0 0.25 6.75 SUNNY ISLES BEACH FL 33160 Condominium 349600 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.75 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G05 283747.1 1536.963458 360 359 6.25 0 0 0.25 6.5 MINNEAPOLIS MN 55417 Single Family 284000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G05 208000 1126.666667 360 359 6.25 0 0 0.25 6.5 FORT WAYNE IN 46814 PUD 208000 20060401 80.00 No MI 100134000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G05 279200 1570.5 360 358 6.5 0 0 0.25 6.75 MIAMI FL 33155 Single Family 279200 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G03 310000 1550 360 359 5.75 0 0 0.25 6 JAMAICA NY 11436 Single Family 310000 20060401 79.49 No MI 100016000000000000 2.25 20130301 11 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G05 372700 1979.96875 360 358 6.125 0 0 0.25 6.375 CORONA CA 92881 Condominium 372700 20060301 77.65 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 236000 1180 360 358 5.75 0 0 0.25 6 CHICAGO IL 60647 Single Family 236000 20060301 80.00 No MI 100134000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 119200 633.25 360 359 6.125 0 0 0.25 6.375 HENDERSONVILLE TN 37075 PUD 119200 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 175000 911.4583333 360 359 6 0 0 0.25 6.25 LOWELL AR 72745 Single Family 175000 20060401 74.47 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 148000 693.75 360 358 5.375 0 0 0.25 5.625 LOS ANGELES CA 90061 Single Family 148000 20060301 44.18 No MI 100016000000000000 2.25 20110201 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 188000 920.4166667 360 359 5.625 0 0 0.25 5.875 LONGMONT CO 80503 Condominium 188000 20060401 80.00 No MI 100016000000000000 2.25 20130301 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G05 339900 1770.3125 360 359 6 0 0 0.25 6.25 PALM SPRINGS CA 92262 Single Family 340000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 385000 1884.895833 360 359 5.625 0 0 0.25 5.875 GREAT FALLS VA 22066 PUD 385000 20060401 76.24 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 118000 602.2916667 360 358 5.875 0 0 0.25 6.125 HOMOSASSA FL 34448 Single Family 118000 20060301 71.52 No MI 100016000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 175000 820.3125 360 359 5.375 0 0 0.25 5.625 CLERMONT FL 34711 PUD 175000 20060401 69.17 No MI 100016000000000000 2.25 20110301 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 339200 1554.666667 360 359 5.25 0 0 0.25 5.5 ORLANDO FL 32827 PUD 339200 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 195000 1056.25 360 359 6.25 0 0 0.25 6.5 LAKEBAY WA 98349 PUD 195000 20060401 68.42 No MI 100134000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 111200 556 360 359 5.75 0 0 0.25 6 GRESHAM OR 97030 Condominium 111200 20060401 80.00 No MI 100016000000000000 2.25 20130301 11 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 308000 1507.916667 360 359 5.625 0 0 0.25 5.875 MORTON GROVE IL 60053 Single Family 308000 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 97511.77 616.9 360 359 6.25 0 0 0.25 6.5 HOUSTON TX 77089 PUD 97600 20060401 79.03 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N N 0 Prepay 360 120 N 20360301 CWHL
GROUP III G01 176284 881.42 360 359 5.75 0 0 0.25 6 LACEY WA 98516 PUD 176284 20060401 80.00 No MI 100016000000000000 2.25 20110301 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 306400 1436.25 360 359 5.375 0 0 0.25 5.625 GROVER BEACH CA 93433 Condominium 306400 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 102631.68 651.03 360 358 6.25 0 0 0.25 6.5 BOISE ID 83713 Single Family 103000 20060301 54.79 No MI 100016000000000000 2.25 20160201 11.5 2 2 First Lien N N 0 Prepay 360 120 N 20360201 CWHL
GROUP III G01 59945.76 379.24 360 359 6.25 0 0 0.25 6.5 ANNANDALE VA 22003 Single Family 60000 20060401 13.33 No MI 100016000000000000 2.25 20110301 11.5 2 2 First Lien N N 0 No_PP 360 60 N 20360301 CWHL
GROUP III G05 129600 715.5 360 359 6.375 0 0 0.25 6.625 RINGGOLD GA 30736 Single Family 129600 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 318750 1593.75 360 359 5.47 0.28 0 0.25 6 SANTA MARIA CA 93455 Single Family 318750 20060401 85.00 PMI 100016000000000000 2.75 20110301 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 243900 1244.90625 360 358 5.875 0 0 0.25 6.125 SACRAMENTO CA 95823 Single Family 244000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.125 2.22 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 176800 920.8333333 360 358 6 0 0 0.25 6.25 LAKE ISABELLA CA 93240 Single Family 176800 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 199092.2 1180.12 360 358 5.625 0 0 0.25 5.875 HACKETTSTOWN NJ 7840 Single Family 199500 20060301 65.41 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G05 222309.13 1427.25 360 358 6.375 0 0 0.25 6.625 LAS VEGAS NV 89117 PUD 222900 20060301 60.08 No MI 100016000000000000 2.75 20160201 11.625 2 2 First Lien N N 0 No_PP 360 120 N 20360201 CWHL
GROUP III G01 204827.78 1346.7 360 359 6.625 0 0 0.25 6.875 BRIGANTINE NJ 8203 Single Family 205000 20060401 51.25 No MI 100016000000000000 2.25 20110301 11.875 2.5 2 First Lien N N 0 No_PP 360 60 N 20360301 CWHL
GROUP III G05 229600 1315.416667 360 359 6.625 0 0 0.25 6.875 GILLETTE WY 82718 Single Family 229600 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 412500 2191.40625 360 359 6.125 0 0 0.25 6.375 REVERE MA 2151 2-4 Family 412500 20060401 74.06 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 242800 1188.708333 360 359 5.625 0 0 0.25 5.875 HAYWARD CA 94544 Condominium 242800 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G03 400000 2208.333333 360 358 6.375 0 0 0.25 6.625 NORTH BERGEN NJ 7047 2-4 Family 400000 20060301 55.94 No MI 100016000000000000 2.25 20130201 11.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G03 228000 1258.75 360 358 6.375 0 0 0.25 6.625 SACRAMENTO CA 95820 Single Family 228000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.625 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G05 180000 1050 360 358 6.75 0 0 0.25 7 ATLANTIC BEACH FL 32233 Single Family 180000 20060301 26.47 No MI 100016000000000000 2.25 20160201 12 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 131883.54 845.21 360 359 6.375 0 0 0.25 6.625 MIAMI BEACH FL 33141 Condominium 132000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.625 2 2 First Lien N N 0 Prepay 360 120 N 20360301 CWHL
GROUP III G01 235920 1449.925 360 359 7.125 0 0 0.25 7.375 ALEXANDRIA VA 22304 Condominium 235920 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 165000 928.125 360 358 6.5 0 0 0.25 6.75 DENVER CO 80210 Single Family 165000 20060301 50.77 No MI 100016000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 236062.08 1324.89 360 359 4.845 0.28 0 0.25 5.375 LAS VEGAS NV 89107 Single Family 236600 20060401 84.50 PMI 100016000000000000 2.75 20110301 10.375 2 2 First Lien N N 0 No_PP 360 60 N 20360301 CWHL
GROUP III G03 221248.85 1060.15074 360 358 5.5 0 0 0.25 5.75 MESA AZ 85215 PUD 221250 20060301 75.00 No MI 100016000000000000 2.25 20130201 10.75 2.22 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 308000 1507.916667 360 359 5.625 0 0 0.25 5.875 BOYNTON BEACH FL 33436 PUD 308000 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 293182.79 1588.073446 360 358 6.25 0 0 0.25 6.5 LAS VEGAS NV 89117 Single Family 294000 20060301 70.00 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 216640 1150.9 360 359 6.125 0 0 0.25 6.375 ORLANDO FL 32821 Condominium 216640 20060401 80.00 No MI 100134000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G05 400000 2250 360 359 6.5 0 0 0.25 6.75 LAS VEGAS NV 89110 PUD 400000 20060401 66.67 No MI 100016000000000000 2.25 20160301 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 200000 958.3333333 360 359 5.5 0 0 0.25 5.75 ROSAMOND CA 93560 Single Family 200000 20060401 72.73 No MI 100016000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 285000 1306.25 360 359 5.25 0 0 0.25 5.5 TUSTIN CA 92780 Condominium 285000 20060401 75.80 No MI 100016000000000000 2.25 20110301 10.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 368000 1840 360 359 5.75 0 0 0.25 6 ANAHEIM CA 92804 Single Family 368000 20060401 65.71 No MI 100016000000000000 2.25 20110301 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 270000 1434.375 360 358 6.125 0 0 0.25 6.375 FONTANA CA 92336 Single Family 270000 20060301 75.00 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 155000 807.2916667 360 359 6 0 0 0.25 6.25 PORTLAND OR 97219 Single Family 155000 20060401 68.58 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 132847.93 650.401324 360 359 5.625 0 0 0.25 5.875 HIRAM GA 30141 PUD 132956 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 312000 1755 360 359 6.5 0 0 0.25 6.75 SILVER SPRING MD 20906 PUD 312000 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 170000 814.5833333 360 359 5.5 0 0 0.25 5.75 HIALEAH FL 33015 PUD 170000 20060401 68.55 No MI 100016000000000000 2.25 20160301 10.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G03 109566 673.374375 360 359 7.125 0 0 0.25 7.375 MILTON FL 32583 Single Family 109600 20060401 80.00 No MI 100016000000000000 2.25 20130301 12.375 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G05 223200 1209 360 358 6.25 0 0 0.25 6.5 LAKE ARROWHEAD CA 92352 Single Family 223200 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 163400 799.9791667 360 359 5.625 0 0 0.25 5.875 WELLINGTON CO 80549 PUD 163400 20060401 79.97 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 109000 545 360 358 5.75 0 0 0.25 6 LOVELAND CO 80538 PUD 109000 20060301 79.97 No MI 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 110610 610.659375 360 359 6.375 0 0 0.25 6.625 LARGO FL 33773 Condominium 110610 20060401 90.00 United Guaranty 100016000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 379505 2134.715625 360 359 6.5 0 0 0.25 6.75 MANTECA CA 95336 Single Family 379505 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 250644.97 1462.095658 360 359 6.75 0 0 0.25 7 LAS VEGAS NV 89123 PUD 250650 20060401 79.99 No MI 100016000000000000 2.25 20110301 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 365000 2091.145833 360 359 6.625 0 0 0.25 6.875 LOS ANGELES CA 90018 2-4 Family 365000 20060401 62.93 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 132791.27 650.123926 360 358 5.625 0 0 0.25 5.875 WEST FARGO ND 58078 Single Family 132800 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 120800 729.8333333 360 358 7 0 0 0.25 7.25 STEELE AL 35987 Single Family 120800 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 72000 517.5 360 359 7.345 1.03 0 0.25 8.625 DEERFIELD BEACH FL 33442 Condominium 72000 20060401 90.00 Republic MIC 100016000000000000 3.5 20110301 13.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G03 209687.33 1468.35 360 358 7.25 0 0 0.25 7.5 PAWTUCKET RI 2860 2-4 Family 210000 20060301 71.19 No MI 100016000000000000 2.25 20130201 12.5 2.22 2 First Lien N N 0 No_PP 360 84 N 20360201 CWHL
GROUP III G03 325000 1760.416667 360 358 6.25 0 0 0.25 6.5 ANTIOCH CA 94531 Single Family 325000 20060301 67.71 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 110758.29 461.492875 360 358 4.75 0 0 0.25 5 CHARLOTTE NC 28277 Condominium 110984 20060301 80.00 No MI 100016000000000000 2.25 20110201 10 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 148100 755.9270833 360 358 5.875 0 0 0.25 6.125 SPRINGFIELD OH 45502 Single Family 148100 20060301 77.95 No MI 100016000000000000 2.25 20160201 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G02 208790 1261.439583 360 359 7 0 0 0.25 7.25 WINTER GARDEN FL 34787 Condominium 208790 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 162400 795.0833333 360 359 5.625 0 0 0.25 5.875 CASTLE ROCK CO 80104 Condominium 162400 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 389600 1907.416667 360 358 5.625 0 0 0.25 5.875 TEMECULA CA 92591 PUD 389600 20060301 80.00 No MI 100134000000000000 2.25 20160201 10.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 110400 563.5 360 358 5.875 0 0 0.25 6.125 NEWNAN GA 30265 Single Family 110400 20060301 80.00 No MI 100134000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G05 109000 601.7708333 360 359 6.375 0 0 0.25 6.625 SPRING HILL FL 34606 Single Family 109000 20060401 73.15 No MI 100016000000000000 2.25 20160301 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G05 82917.37 497.63 360 359 5.75 0 0 0.25 6 JACKSONVILLE FL 32207 Single Family 83000 20060401 15.81 No MI 100016000000000000 2.25 20160301 11 2 2 First Lien N N 0 No_PP 360 120 N 20360301 CWHL
GROUP III G01 162000 911.25 360 358 6.5 0 0 0.25 6.75 ORLANDO FL 32811 Condominium 162000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G05 104000 541.6666667 360 358 6 0 0 0.25 6.25 KEMP TX 75143 Single Family 104000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 164960 1031 360 359 7.25 0 0 0.25 7.5 LAKELAND FL 33813 PUD 164960 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 199702.21 1398.43 360 358 7.25 0 0 0.25 7.5 MENLO PARK CA 94025 Condominium 200000 20060301 31.01 No MI 100016000000000000 2.25 20130201 12.5 2 2 First Lien N N 0 No_PP 360 84 N 20360201 CWHL
GROUP III G01 216436 1352.725 360 359 7.25 0 0 0.25 7.5 PALM COAST FL 11214 Single Family 216436 20060401 80.00 No MI 100134000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 223000 1184.6875 360 358 5.635 0.49 0 0.25 6.375 CHICAGO IL 60651 Single Family 223000 20060301 85.77 Republic MIC 100016000000000000 2.875 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 199000 1243.75 360 359 6.53 0.72 0 0.25 7.5 CHICAGO IL 60617 2-4 Family 199000 20060401 86.52 GE Capital MI 100016000000000000 3.25 20110301 12.5 2.135 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 144200 675.9375 360 359 5.375 0 0 0.25 5.625 MIAMI FL 33179 Condominium 144200 20060401 73.20 No MI 100016000000000000 2.25 20110301 10.625 2.28 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 332063.49 1941.9 360 358 5.5 0 0 0.25 5.75 COVINGTON WA 98042 PUD 332760 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.75 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G01 248000 1214.166667 360 358 5.625 0 0 0.25 5.875 GLENDALE CA 91205 Condominium 248000 20060301 80.00 No MI 100134000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 217897.88 1206.01 360 358 5 0 0 0.25 5.25 PAHRUMP NV 89048 Single Family 218400 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.25 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G01 275487.38 1721.88 360 358 6.125 0 0 0.25 6.375 PEORIA AZ 85381 PUD 276000 20060301 67.98 No MI 100016000000000000 2.25 20110201 11.375 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G03 379531 2411.603229 360 359 7.375 0 0 0.25 7.625 HENDERSON NV 89012 PUD 379531 20060401 80.00 No MI 100016000000000000 2.25 20130301 12.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G03 251105.46 1757.48 360 359 7.25 0 0 0.25 7.5 LAS VEGAS NV 89122 PUD 251350 20060401 79.99 No MI 100016000000000000 2.25 20130301 12.5 2 2 First Lien N N 0 No_PP 360 84 N 20360301 CWHL
GROUP III G05 359500 2059.635417 360 359 6.625 0 0 0.25 6.875 LAS VEGAS NV 89131 PUD 359500 20060401 79.99 No MI 100016000000000000 2.25 20160301 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G03 279920 1632.866667 360 359 6.75 0 0 0.25 7 HENDERSON NV 89012 PUD 279920 20060401 80.00 No MI 100016000000000000 2.25 20130301 12 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G01 384000 2080 360 359 6.25 0 0 0.25 6.5 SEABROOK ISLAND SC 29455 PUD 384000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 378000 1890 360 359 5.47 0.28 0 0.25 6 STOCKTON CA 95206 Single Family 378000 20060401 84.94 PMI 100016000000000000 2.75 20110301 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 72900 463.21875 360 358 7.375 0 0 0.25 7.625 ATHENS GA 30606 Single Family 72900 20060301 90.00 United Guaranty 100016000000000000 2.25 20110201 12.625 2.22 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 115949.24 567.6681542 360 358 5.625 0 0 0.25 5.875 PATASKALA OH 43062 Single Family 116000 20060301 80.00 No MI 100134000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 120000 587.5 360 358 5.625 0 0 0.25 5.875 MELBOURNE FL 32940 PUD 122250 20060301 40.41 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 292000 1581.666667 360 358 6.25 0 0 0.25 6.5 RIALTO CA 92376 Single Family 292000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 140800 704 360 358 5.75 0 0 0.25 6 APOPKA FL 32703 Single Family 140800 20060301 80.00 No MI 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 47795 293.7401042 360 359 7.125 0 0 0.25 7.375 GLADWIN MI 48624 Single Family 48000 20060401 45.71 No MI 100016000000000000 2.25 20160301 12.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 133500 639.6875 360 358 5.18 0.32 0 0.25 5.75 BRONX NY 10456 Condominium 133500 20060301 86.13 YES 100016000000000000 2.75 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 120720 754.5 360 358 7.25 0 0 0.25 7.5 PEMBROKE PINES FL 33025 Condominium 120720 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.5 2.18 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 121520 746.8416667 360 359 7.125 0 0 0.25 7.375 PEMBROKE PINES FL 33025 Condominium 121520 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G02 180000 1068.75 360 359 6.875 0 0 0.25 7.125 MIAMI BEACH FL 33139 Condominium 180000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 171999.17 824.1626896 360 358 5.5 0 0 0.25 5.75 EAST TROY WI 53120 Single Family 172000 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 311920 1787.041667 360 358 6.625 0 0 0.25 6.875 CHANDLER AZ 85249 PUD 311920 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 399961.09 1916.480223 360 358 5.5 0 0 0.25 5.75 SIMI VALLEY CA 93065 PUD 400000 20060301 44.44 No MI 100016000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 355000 1996.875 360 358 5.71 0.79 0 0.25 6.75 LARGO MD 20774 PUD 355000 20060301 86.59 Republic MIC 100016000000000000 3.375 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 340000 1664.583333 360 358 5.625 0 0 0.25 5.875 VACAVILLE CA 95687 Single Family 340000 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.875 2.335 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 121860 634.6875 360 359 6 0 0 0.25 6.25 NASHVILLE TN 37203 Condominium 121860 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G05 145600 788.6666667 360 358 6.25 0 0 0.25 6.5 MOSES LAKE WA 98837 Single Family 145600 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 339926.48 1628.814383 360 359 5.5 0 0 0.25 5.75 HENDERSON NV 89044 PUD 340000 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 292000 1460 360 359 5.75 0 0 0.25 6 HUNTINGTON PARK CA 90255 2-4 Family 292000 20060401 59.59 No MI 100016000000000000 2.25 20110301 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 490000 2552.083333 360 359 6 0 0 0.25 6.25 PRINCEVILLE HI 96722 Condominium 490000 20060401 79.95 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 376000 1762.5 360 358 5.375 0 0 0.25 5.625 SACRAMENTO CA 95829 Single Family 376000 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 140000 787.5 360 359 6.5 0 0 0.25 6.75 ORLANDO FL 32817 PUD 140000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 127175 529.8958333 360 358 4.75 0 0 0.25 5 OLATHE KS 66061 Single Family 127200 20060301 80.00 No MI 100016000000000000 2.25 20110201 10 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 186616 991.3975 360 358 6.125 0 0 0.25 6.375 HERRIMAN UT 84065 PUD 186616 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 229600 1004.5 360 359 5 0 0 0.25 5.25 CARROLLTON VA 23314 Single Family 229600 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 383980 2079.891667 360 358 6.25 0 0 0.25 6.5 WHITTIER CA 90606 Single Family 384000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G05 366483.89 2231.15 360 358 5.875 0 0 0.25 6.125 LAKE HAVASU CITY AZ 86406 Single Family 367200 20060301 45.90 No MI 100016000000000000 2.25 20160201 11.125 2 2 First Lien N N 0 No_PP 360 120 N 20360201 CWHL
GROUP III G01 275000 1403.645833 360 358 5.875 0 0 0.25 6.125 WALTHAM MA 2451 Condominium 275000 20060301 71.61 No MI 100016000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 101315.65 671.3 360 358 6.5 0 0 0.25 6.75 FORT WORTH TX 76135 Single Family 103500 20060301 90.00 Mortgage Guaranty In 100016000000000000 2.25 20110201 11.75 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G03 187600 957.5416667 360 358 5.875 0 0 0.25 6.125 SEATTLE WA 98117 Condominium 187600 20060301 80.00 No MI 100134000000000000 2.25 20130201 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 163200 935 360 358 6.625 0 0 0.25 6.875 CHARLESTON SC 29412 Single Family 163200 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 118738.9 675.67 360 358 5.25 0 0 0.25 5.5 ARLINGTON VA 22206 Condominium 119000 20060301 24.54 No MI 100016000000000000 2.25 20110201 10.5 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G02 121499.3 721.4020938 360 359 6.875 0 0 0.25 7.125 WINTER HAVEN FL 33880 Single Family 121500 20060401 90.00 Republic MIC 100016000000000000 2.25 20110301 12.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G03 248000 1369.166667 360 358 6.375 0 0 0.25 6.625 BAKERSFIELD CA 93313 Single Family 248000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.625 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 131040 696.15 360 358 6.125 0 0 0.25 6.375 ANTIOCH TN 37013 Single Family 131040 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 163329 952.7525 360 359 6.75 0 0 0.25 7 ANTIOCH TN 37013 PUD 163329 20060401 80.00 No MI 100016000000000000 2.25 20160301 12 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G05 137936 804.6266667 360 359 6.75 0 0 0.25 7 ANTIOCH TN 37013 PUD 137936 20060401 80.00 No MI 100016000000000000 2.25 20160301 12 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 241120 1004.666667 360 359 4.75 0 0 0.25 5 FOOTHILL RANCH CA 92610 Condominium 241120 20060401 80.00 No MI 100134000000000000 2.25 20110301 10 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G03 410000 2178.125 360 358 6.125 0 0 0.25 6.375 NORTHRIDGE CA 91343 Single Family 410000 20060301 54.23 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G03 412000 2231.666667 360 359 6.25 0 0 0.25 6.5 TRACY CA 95376 Single Family 412000 20060401 80.00 No MI 100134000000000000 2.25 20130301 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 141200 779.5416667 360 358 6.375 0 0 0.25 6.625 PHOENIX AZ 85053 Single Family 141200 20060301 80.00 No MI 100134000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G03 163920 819.6 360 358 5.75 0 0 0.25 6 GREELEY CO 80634 Single Family 163920 20060301 80.00 No MI 100016000000000000 2.25 20130201 11 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 126600 685.75 360 358 6.25 0 0 0.25 6.5 FORT COLLINS CO 80525 PUD 126600 20060301 57.55 No MI 100134000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 167000 904.5833333 360 358 6.25 0 0 0.25 6.5 TACOMA WA 98409 Single Family 167000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 357000 1599.0625 360 358 5.125 0 0 0.25 5.375 REDDING CA 96002 PUD 360000 20060301 55.38 No MI 100016000000000000 2.25 20110201 10.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 399923.25 2082.933594 360 358 6 0 0 0.25 6.25 LOS BANOS CA 93635 Single Family 400000 20060301 74.77 No MI 100016000000000000 2.25 20130201 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 158800 760.9166667 360 358 5.5 0 0 0.25 5.75 MONROE WA 98272 Condominium 158800 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 79704.51 390.2199969 360 358 5.625 0 0 0.25 5.875 ANCHORAGE AK 99518 Condominium 79800 20060301 61.38 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 406400 2116.666667 360 359 6 0 0 0.25 6.25 BELLEVUE WA 98004 Single Family 406400 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 364530 1822.65 360 359 5.75 0 0 0.25 6 NEW HAMPTON NH 3256 Single Family 364530 20060401 72.91 No MI 100016000000000000 2.25 20110301 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 112000 560 360 358 5.75 0 0 0.25 6 MECHANICSVILLE VA 23111 Single Family 112000 20060301 64.00 No MI 100016000000000000 2.25 20160201 11 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 236000 1229.166667 360 358 6 0 0 0.25 6.25 WOODBRIDGE VA 22192 PUD 236000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 359982.5 1762.414323 360 358 5.625 0 0 0.25 5.875 MONMOUTH JUNCTION NJ 8852 Single Family 360000 20060301 40.45 No MI 100016000000000000 2.25 20130201 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 446250 2277.734375 360 358 5.585 0.29 0 0.25 6.125 BROOKLYN NY 11236 2-4 Family 446250 20060301 85.00 United Guaranty 100016000000000000 2.75 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 338500 1657.239583 360 359 5.625 0 0 0.25 5.875 CHICAGO IL 60618 Single Family 338500 20060401 63.15 No MI 100016000000000000 2.25 20130301 10.875 2.21 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 143000 789.4791667 360 359 6.375 0 0 0.25 6.625 FREDERICKSBURG VA 22407 Single Family 143000 20060401 49.65 No MI 100016000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 342400 1926 360 358 6.5 0 0 0.25 6.75 ONTARIO CA 91764 Single Family 342400 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.75 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 292000 1460 360 358 5.75 0 0 0.25 6 APPLE VALLEY CA 92307 Single Family 292000 20060301 61.60 No MI 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 49675.88 320.16 360 359 6.375 0 0 0.25 6.625 BIGLERVILLE PA 17307 Single Family 50000 20060401 27.78 No MI 100016000000000000 2.25 20160301 11.625 2 2 First Lien N N 0 No_PP 360 120 N 20360301 CWHL
GROUP III G03 344979 2156.11875 360 359 7.25 0 0 0.25 7.5 CERES CA 95307 Single Family 344979 20060401 80.00 No MI 100016000000000000 2.25 20130301 12.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G03 411996 2231.645 360 359 6.25 0 0 0.25 6.5 SALIDA CA 95368 Single Family 411996 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G03 228000 1330 360 359 6.75 0 0 0.25 7 CHICAGO IL 60641 Single Family 228000 20060401 80.00 No MI 100016000000000000 2.25 20130301 12 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G04 280720 1462.083333 360 359 6 0 0 0.25 6.25 FORT LAUDERDALE FL 33301 Condominium 280720 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G05 232500 1235.15625 360 359 6.125 0 0 0.25 6.375 OCEANSIDE CA 92057 Single Family 232500 20060401 58.86 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 107840 595.3666667 360 358 6.375 0 0 0.25 6.625 ROY UT 84067 Single Family 107840 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 132000 715 360 359 6.25 0 0 0.25 6.5 AURORA CO 80011 Single Family 132000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 124800 702 360 358 6.5 0 0 0.25 6.75 THORNTON CO 80241 Single Family 124800 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 221179.38 1175.015456 360 358 6.125 0 0 0.25 6.375 AUBURN WA 98001 PUD 222000 20060301 75.00 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 137000 556.5625 360 358 4.625 0 0 0.25 4.875 BOWIE MD 20716 Condominium 137000 20060301 67.16 No MI 100016000000000000 2.25 20110201 9.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 417000 2345.625 360 358 6.5 0 0 0.25 6.75 LAS VEGAS NV 89145 PUD 417000 20060301 75.73 No MI 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 332000 1763.75 360 359 6.125 0 0 0.25 6.375 SAN JOSE CA 95136 Condominium 332000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 217600 1042.666667 360 359 5.5 0 0 0.25 5.75 GREENSBURG PA 15601 Single Family 217600 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 146400 793 360 359 6.25 0 0 0.25 6.5 SNELLVILLE GA 30039 Single Family 146400 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 165784 777.1125 360 358 5.375 0 0 0.25 5.625 FARMINGTON MN 55024 Condominium 165784 20060301 80.00 No MI 100016000000000000 2.25 20130201 10.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 136000 864.1666667 360 358 7.375 0 0 0.25 7.625 SCOTTSDALE AZ 85257 Single Family 136000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 279999 1399.995 360 358 5.75 0 0 0.25 6 WALDORF MD 20603 PUD 279999 20060301 80.00 No MI 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 83600 409.2916667 360 358 5.625 0 0 0.25 5.875 KATY TX 77450 PUD 83600 20060301 76.00 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 180000 1031.25 360 358 6.135 0.49 0 0.25 6.875 CASA GRANDE AZ 85222 Single Family 180000 20060301 90.00 Republic MIC 100016000000000000 2.875 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 275000 1346.354167 360 358 5.625 0 0 0.25 5.875 LOS ANGELES CA 90016 Single Family 275000 20060301 61.11 No MI 100016000000000000 2.25 20130201 10.875 2.135 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 226650 1345.734375 360 358 6.875 0 0 0.25 7.125 LAS VEGAS NV 89118 Condominium 226650 20060301 79.99 No MI 100016000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 60000 381.25 360 359 7.375 0 0 0.25 7.625 CHATTANOOGA TN 37416 Single Family 60000 20060401 60.00 No MI 100016000000000000 2.25 20110301 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 300000 1687.5 360 358 6.5 0 0 0.25 6.75 LOS ANGELES (N HOLLYWOOD) CA 91605 Single Family 300000 20060301 60.00 No MI 100016000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 308141 1733.293125 360 359 6.5 0 0 0.25 6.75 PALM SPRINGS CA 92262 PUD 308141 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 327731.14 2182.19 360 359 6.75 0 0 0.25 7 SILVER SPRING MD 20906 Single Family 328000 20060401 68.76 No MI 100016000000000000 2.25 20110301 12 2 2 First Lien N N 0 No_PP 360 60 N 20360301 CWHL
GROUP III G01 343920 1504.65 360 358 5 0 0 0.25 5.25 ALEXANDRIA VA 22315 PUD 343920 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 98500 513.0208333 360 358 6 0 0 0.25 6.25 INDIANAPOLIS IN 46220 Single Family 98500 20060301 75.19 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 200000 1250 360 359 7.25 0 0 0.25 7.5 BROOKFIELD IL 60513 2-4 Family 200000 20060401 44.44 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 203407.58 995.8496104 360 359 5.625 0 0 0.25 5.875 BARTLETT IL 60103 PUD 206200 20060401 76.37 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 170000 991.6666667 360 359 6.75 0 0 0.25 7 AURORA IL 60504 Single Family 170000 20060401 80.00 No MI 100134000000000000 2.25 20110301 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 93200 446.5833333 360 359 5.5 0 0 0.25 5.75 TINLEY PARK IL 60477 Condominium 93200 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 223000 1115 360 358 5.75 0 0 0.25 6 FREDERICKSBURG VA 22406 PUD 223200 20060301 80.00 No MI 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 368000 2108.333333 360 358 6.625 0 0 0.25 6.875 LAS VEGAS NV 89134 PUD 368000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G05 153368 766.84 360 358 5.75 0 0 0.25 6 BANGOR PA 18013 Single Family 153600 20060301 80.00 No MI 100016000000000000 2.25 20160201 11 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 289000 1565.416667 360 358 6.25 0 0 0.25 6.5 WINDERMERE FL 34786 PUD 289000 20060301 59.59 No MI 100134000000000000 2.25 20160201 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 284000 1627.083333 360 359 6.625 0 0 0.25 6.875 RIVERSIDE CA 92503 PUD 284000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 193600 927.6666667 360 358 5.5 0 0 0.25 5.75 JACKSONVILLE FL 32259 PUD 193600 20060301 80.00 No MI 100016000000000000 2.25 20130201 10.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 116000 555.8333333 360 359 5.5 0 0 0.25 5.75 ATLANTA GA 30308 Condominium 116000 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 157500 803.90625 360 359 5.875 0 0 0.25 6.125 BUFORD GA 30519 Single Family 157500 20060401 75.00 No MI 100016000000000000 2.25 20130301 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G05 124773.37 790.09 360 358 6.25 0 0 0.25 6.5 CRESTVIEW FL 32536 Single Family 125000 20060301 54.35 No MI 100016000000000000 2.25 20160201 11.5 2 2 First Lien N N 0 Prepay 360 120 N 20360201 CWHL
GROUP III G01 223520 1280.583333 360 358 6.625 0 0 0.25 6.875 RESTON VA 20190 Condominium 223520 20060301 80.00 No MI 100134000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 224000 1166.666667 360 358 6 0 0 0.25 6.25 PUYALLUP WA 98371 Single Family 224000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 82000 478.3333333 360 358 6.75 0 0 0.25 7 CALABASH NC 28467 Single Family 82000 20060301 64.57 No MI 100016000000000000 2.25 20160201 12 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 261000 1305 360 358 5.75 0 0 0.25 6 RIVERBANK CA 95367 Single Family 261000 20060301 90.00 Republic MIC 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 146684.97 846.21 360 358 5.375 0 0 0.25 5.625 OXON HILL MD 20745 Single Family 147000 20060301 42.36 No MI 100016000000000000 2.25 20130201 10.625 2 2 First Lien N N 0 No_PP 360 84 N 20360201 CWHL
GROUP III G01 186800 1167.5 360 359 7.25 0 0 0.25 7.5 CENTRAL POINT OR 97502 Single Family 186800 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 185500 908.1770833 360 358 5.625 0 0 0.25 5.875 DESERT HOT SPRINGS CA 92240 Single Family 185500 20060301 70.00 No MI 100016000000000000 2.25 20160201 10.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 176000 1118.333333 360 358 7.375 0 0 0.25 7.625 HANFORD CA 93230 Single Family 176000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 173600 1048.833333 360 359 7 0 0 0.25 7.25 LAS VEGAS NV 89120 Single Family 173600 20060401 80.00 No MI 100016000000000000 2.25 20130301 12.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G01 176000 1045 360 359 6.875 0 0 0.25 7.125 LANCASTER CA 93534 Single Family 176000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 147800 754.3958333 360 358 5.875 0 0 0.25 6.125 EAGLE MOUNTAIN UT 84043 Single Family 147800 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 65000 406.25 360 359 7.25 0 0 0.25 7.5 SAN MARCOS CA 92069 PUD 65000 20060401 11.71 No MI 100016000000000000 2.25 20160301 12.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 211700 1080.552083 360 359 5.875 0 0 0.25 6.125 SAN DIEGO CA 92128 Condominium 211700 20060401 71.76 No MI 100016000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 206000 1008.541667 360 358 5.625 0 0 0.25 5.875 HOUSTON TX 77019 PUD 206000 20060301 80.00 No MI 100134000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 137600 659.3333333 360 358 5.5 0 0 0.25 5.75 GALVESTON TX 77550 2-4 Family 137600 20060301 80.00 No MI 100134000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 175585.85 958.3 360 358 4.875 0 0 0.25 5.125 FT MITCHELL KY 41017 Single Family 176000 20060301 78.22 No MI 100016000000000000 2.25 20110201 10.125 2 2 First Lien N N 0 Prepay 360 60 N 20360201 CWHL
GROUP III G03 112987.54 529.6290937 360 358 5.375 0 0 0.25 5.625 WEST VALLEY UT 84120 Single Family 113050 20060301 75.37 No MI 100016000000000000 2.25 20130201 10.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 350000 1750 360 358 5.75 0 0 0.25 6 VACAVILLE CA 95687 Single Family 350000 20060301 77.78 No MI 100016000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 183998.74 958.3267708 360 358 6 0 0 0.25 6.25 PANAMA CITY FL 32413 PUD 184000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 416999.88 2171.874375 360 358 6 0 0 0.25 6.25 RESTON VA 20190 Condominium 417000 20060301 75.82 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 210401 1205.422396 360 359 6.625 0 0 0.25 6.875 MESA AZ 85206 PUD 210401 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 346900 1698.364583 360 358 5.625 0 0 0.25 5.875 ORANGE CA 92869 Condominium 347000 20060301 73.05 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 309000 1609.375 360 358 6 0 0 0.25 6.25 LANGLEY WA 98260 Single Family 309000 20060301 75.00 No MI 100016000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 356000 1854.166667 360 358 6 0 0 0.25 6.25 LAS VEGAS NV 89149 PUD 356000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G03 222298.53 1157.804844 360 358 6 0 0 0.25 6.25 LAS VEGAS NV 89156 Single Family 222300 20060301 90.00 United Guaranty 100016000000000000 2.25 20130201 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G03 250400 1304.166667 360 358 6 0 0 0.25 6.25 LAS VEGAS NV 89129 Single Family 250400 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G03 267200 1503 360 358 6.5 0 0 0.25 6.75 LAS VEGAS NV 89131 PUD 267200 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.75 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G05 354220 1697.304167 360 359 5.5 0 0 0.25 5.75 SHERWOOD OR 97140 PUD 354220 20060401 80.00 No MI 100016000000000000 2.25 20160301 10.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G05 251520.53 1551.61 360 358 6 0 0 0.25 6.25 SANTA FE NM 87506 Single Family 252000 20060301 73.39 No MI 2.25 20160201 11.25 2 2 First Lien N N 0 No_PP 360 120 N 20360201 CWHL
GROUP III G02 131999.02 714.9946917 360 358 6.25 0 0 0.25 6.5 BLACHLY OR 97412 Single Family 132000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G03 129600 621 360 359 5.5 0 0 0.25 5.75 PELZER SC 29669 Single Family 129600 20060401 80.00 No MI 100016000000000000 2.25 20130301 10.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G05 151000 786.4583333 360 358 6 0 0 0.25 6.25 INDIAN ORCHARD MA 1151 2-4 Family 151000 20060301 69.91 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 320000 2000 360 359 7.25 0 0 0.25 7.5 MISSION VIEJO CA 92691 Condominium 320000 20060401 80.00 No MI 100134000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 272000 1700 360 359 7.25 0 0 0.25 7.5 MORENO VALLEY CA 92557 Single Family 272000 20060401 80.00 No MI 100134000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 215000 1030.208333 360 358 5.5 0 0 0.25 5.75 ONTARIO CA 91764 Condominium 215000 20060301 74.14 No MI 100016000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 84000 385 360 358 5.25 0 0 0.25 5.5 PORTLAND OR 97225 Condominium 84000 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 320000 1466.666667 360 358 5.25 0 0 0.25 5.5 FOLSOM CA 95630 Single Family 320000 20060301 52.89 No MI 100016000000000000 2.25 20110201 10.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 394977.76 1851.45825 360 358 5.375 0 0 0.25 5.625 ACAMPO CA 95220 Single Family 400000 20060301 76.56 No MI 100016000000000000 2.25 20110201 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 239910 1074.596875 360 358 5.125 0 0 0.25 5.375 BROOKEVILLE MD 20833 PUD 239910 20060301 53.31 No MI 100016000000000000 2.25 20110201 10.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 203991.2 1168.699583 360 358 6.625 0 0 0.25 6.875 LAS VEGAS NV 89113 PUD 203992 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 225000 1101.5625 360 358 5.625 0 0 0.25 5.875 LOS ANGELES CA 90064 Single Family 225000 20060301 30.00 No MI 100016000000000000 2.25 20130201 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 245950 1485.947917 360 359 7 0 0 0.25 7.25 STAR ID 83669 PUD 245950 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 372000 1898.75 360 358 5.875 0 0 0.25 6.125 SIMI VALLEY CA 93063 Single Family 372000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G02 127992 813.2825 360 358 7.375 0 0 0.25 7.625 WINTER GARDEN FL 34787 Condominium 127992 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G02 400000 2125 360 358 6.125 0 0 0.25 6.375 WINDERMERE FL 34786 PUD 400000 20060301 78.71 No MI 100016000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G03 400000 2541.666667 360 359 7.375 0 0 0.25 7.625 LAHAINA HI 96761 Condominium 400000 20060401 62.02 No MI 100016000000000000 2.25 20130301 12.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 348000 2102.5 360 358 7 0 0 0.25 7.25 TUALATIN OR 97062 Single Family 348000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 239633.64 1657.62 360 358 7.125 0 0 0.25 7.375 ESTERO FL 33928 PUD 240000 20060301 44.09 No MI 100016000000000000 2.25 20160201 12.375 2 2 First Lien N N 0 Prepay 360 120 N 20360201 CWHL
GROUP III G01 322868 1782.500417 360 359 6.375 0 0 0.25 6.625 MERCED CA 95340 Single Family 322868 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 137000 841.9791667 360 358 7.125 0 0 0.25 7.375 MACOMB MI 48044 Single Family 137000 20060301 40.90 No MI 100016000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 302029 1824.758542 360 358 7 0 0 0.25 7.25 YORBA LINDA CA 92887 Condominium 302029 20060301 70.00 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 388800 1822.5 360 358 5.375 0 0 0.25 5.625 NASHVILLE TN 37204 Condominium 388800 20060301 79.00 No MI 100134000000000000 2.25 20130201 10.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 156000 812.5 360 359 6 0 0 0.25 6.25 BROADVIEW HEIGHTS OH 44147 Condominium 156000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 311900 1851.90625 360 359 6.875 0 0 0.25 7.125 LAKE ELSINORE CA 92530 Single Family 311900 20060401 79.99 No MI 100134000000000000 2.25 20110301 12.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 188720 963.2583333 360 358 5.875 0 0 0.25 6.125 AVONDALE AZ 85323 PUD 188720 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 236676 1208.03375 360 358 5.875 0 0 0.25 6.125 BAKERSFIELD CA 93312 Single Family 236676 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 159300 779.90625 360 358 5.625 0 0 0.25 5.875 HENDERSON NV 89015 Single Family 159300 20060301 57.41 No MI 100016000000000000 2.25 20160201 10.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 248000 1343.333333 360 358 6.25 0 0 0.25 6.5 APPLE VALLEY CA 92307 Single Family 248000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 188000 1077.083333 360 359 6.625 0 0 0.25 6.875 RIVERVIEW FL 33569 PUD 188000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 269000 1457.083333 360 358 6.25 0 0 0.25 6.5 ROSWELL GA 30075 PUD 269000 20060301 75.56 No MI 100016000000000000 2.25 20160201 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 337687.45 1653.261474 360 358 5.625 0 0 0.25 5.875 MURRIETA CA 92563 Single Family 338000 20060301 71.92 No MI 100016000000000000 2.25 20160201 10.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 199966.19 1249.788688 360 358 7.25 0 0 0.25 7.5 PHOENIX AZ 85040 PUD 200000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 139120 826.025 360 358 6.875 0 0 0.25 7.125 RIVERTON UT 84065 Single Family 139120 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 315488 1314.533333 360 359 4.75 0 0 0.25 5 RESTON VA 20190 Condominium 315488 20060401 80.00 No MI 100016000000000000 2.25 20110301 10 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 231534.86 1302.383588 360 358 6.5 0 0 0.25 6.75 WOODBRIDGE VA 22193 PUD 231600 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 208000 953.3333333 360 358 5.25 0 0 0.25 5.5 CHICAGO IL 60637 2-4 Family 208000 20060301 80.00 No MI 100134000000000000 2.25 20110201 10.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 294720 1504.3 360 359 5.875 0 0 0.25 6.125 ALEXANDRIA VA 22304 Condominium 294720 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 148000 678.3333333 360 359 5.25 0 0 0.25 5.5 TACOMA WA 98408 Single Family 148000 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 340000 1806.25 360 359 6.125 0 0 0.25 6.375 LAKEWOOD CA 90713 Single Family 340000 20060401 45.33 No MI 100016000000000000 2.25 20130301 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 140000 802.0833333 360 358 6.625 0 0 0.25 6.875 PORT SAINT LUCIE FL 34952 Single Family 140000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 227994.9 1377.469188 360 358 7 0 0 0.25 7.25 FRESNO CA 93722 Single Family 228000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 230000 1150 360 358 5.75 0 0 0.25 6 SAN MATEO CA 94401 Condominium 230000 20060301 78.77 No MI 100016000000000000 2.25 20160201 11 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 163400 1072.3125 360 358 7.045 0.58 0 0.25 7.875 WOLVERINE LAKE MI 48390 Single Family 163400 20060301 95.00 YES 100016000000000000 3.125 20110201 12.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 213750 1224.609375 360 358 6.625 0 0 0.25 6.875 HELOTES TX 78023 PUD 213750 20060301 95.00 Radian Guaranty 100016000000000000 2.25 20160201 11.875 2.295 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 284000 1745.416667 360 358 7.125 0 0 0.25 7.375 KAILUA-KONA HI 96740 Condominium 284000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 198000 1051.875 360 359 6.125 0 0 0.25 6.375 LONGMONT CO 80501 Single Family 198000 20060401 77.04 No MI 100016000000000000 2.25 20130301 11.375 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G03 204662.94 1363.87 360 358 6.75 0 0 0.25 7 SAN DIEGO CA 92130 Condominium 205000 20060301 46.65 No MI 100016000000000000 2.25 20130201 12 2 2 First Lien N N 0 No_PP 360 84 N 20360201 CWHL
GROUP III G01 100000 552.0833333 360 358 6.375 0 0 0.25 6.625 VANCOUVER WA 98662 PUD 100000 20060301 32.73 No MI 100016000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 384578.59 2185.99 360 359 5.25 0 0 0.25 5.5 FRISCO TX 75034 PUD 385000 20060401 79.38 No MI 100016000000000000 2.25 20110301 10.5 2 2 First Lien N N 0 No_PP 360 60 N 20360301 CWHL
GROUP III G01 370000 1965.625 360 359 6.125 0 0 0.25 6.375 NEWTON MA 2458 Single Family 370000 20060401 75.51 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 83920 454.5666667 360 359 6.25 0 0 0.25 6.5 TAMPA FL 33614 Condominium 83920 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 300000 1437.5 360 359 5.5 0 0 0.25 5.75 SAN ANTONIO TX 78258 PUD 300000 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 90581.53 500.0855302 360 359 6.375 0 0 0.25 6.625 DALLAS TX 75228 Single Family 90581.53 20060401 86.27 United Guaranty 100016000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 415520 2250.733333 360 359 6.25 0 0 0.25 6.5 CITY OF MIAMI FL 33131 Condominium 415520 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 196000 1041.25 360 359 6.125 0 0 0.25 6.375 NEW ALBANY OH 43054 PUD 196000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 220740.2 1195.676083 360 359 6.25 0 0 0.25 6.5 EUGENE OR 97404 Single Family 220800 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G05 70000 328.125 360 358 5.375 0 0 0.25 5.625 MIAMI FL 33186 Condominium 70000 20060301 44.30 No MI 100016000000000000 2.25 20160201 10.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 188000 920.4166667 360 359 5.625 0 0 0.25 5.875 MIAMI FL 33196 PUD 188000 20060401 68.36 No MI 100016000000000000 2.25 20160301 10.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G03 249784.75 1621.5 360 359 6.5 0 0 0.25 6.75 RENO NV 89509 PUD 250000 20060401 46.00 No MI 100016000000000000 2.25 20130301 11.75 2 2 First Lien N N 0 Prepay 360 84 N 20360301 CWHL
GROUP III G01 128000 640 360 358 5.75 0 0 0.25 6 LAKEWOOD NJ 8701 Single Family 128000 20060301 37.65 No MI 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 156600 995.0625 360 358 6.885 0.49 0 0.25 7.625 DECATUR GA 30032 Single Family 156600 20060301 90.00 Republic MIC 100016000000000000 2.875 20110201 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 177200 922.9166667 360 358 6 0 0 0.25 6.25 AURORA CO 80012 Single Family 177200 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.25 2.135 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 141100 661.40625 360 358 5.375 0 0 0.25 5.625 SATELLITE BEACH FL 32937 Single Family 141300 20060301 44.86 No MI 100016000000000000 2.25 20130201 10.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 230000 1389.583333 360 358 7 0 0 0.25 7.25 CHICAGO IL 60629 2-4 Family 230000 20060301 60.53 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 300000 1656.25 360 358 6.375 0 0 0.25 6.625 GILBERT AZ 85234 PUD 300000 20060301 80.00 No MI 100134000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G03 108000 618.75 360 358 6.625 0 0 0.25 6.875 CAYCE SC 29033 Single Family 108000 20060301 86.06 United Guaranty 100016000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 194260 951.0645833 360 359 5.625 0 0 0.25 5.875 BEAUMONT CA 92223 PUD 194260 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 140691.9 997.99 360 357 7.375 0 0 0.25 7.625 ARLINGTON WA 98223 PUD 141000 20060201 75.00 No MI 100134000000000000 2.25 20110101 13.625 2 2 First Lien N N 0 No_PP 360 60 N 20360101 CWHL
GROUP III G03 131150.13 906.51 360 359 7.125 0 0 0.25 7.375 MERIDEN CT 6450 2-4 Family 131250 20060401 75.00 No MI 100016000000000000 2.25 20130301 12.375 2 2 First Lien N N 0 No_PP 360 84 N 20360301 CWHL
GROUP III G03 226000 1294.791667 360 358 6.625 0 0 0.25 6.875 TUALATIN OR 97062 Single Family 226000 20060301 80.00 No MI 100134000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 139993 831.2084375 360 358 6.875 0 0 0.25 7.125 ORLANDO FL 32829 Condominium 139993 20060301 70.00 No MI 100016000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 295200 1445.25 360 358 5.625 0 0 0.25 5.875 SACRAMENTO CA 95831 Single Family 295200 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 326000 1596.041667 360 358 5.625 0 0 0.25 5.875 PINE CITY MN 55063 Single Family 326000 20060301 75.81 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 264968.88 1380.04625 360 359 6 0 0 0.25 6.25 KISSIMMEE FL 34746 PUD 265000 20060401 79.83 No MI 100016000000000000 2.25 20130301 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 167000 991.5625 360 358 6.875 0 0 0.25 7.125 OAK CREEK WI 53154 Single Family 167000 20060301 69.87 No MI 100016000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 212000 1214.583333 360 358 6.625 0 0 0.25 6.875 SAINT AUGUSTINE FL 32084 PUD 212000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G05 203500 975.1041667 360 358 5.5 0 0 0.25 5.75 SAN JOSE CA 95127 Condominium 203500 20060301 40.70 No MI 100016000000000000 2.25 20160201 10.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 114400 560.0833333 360 358 5.625 0 0 0.25 5.875 SAN BERNARDINO CA 92407 Single Family 114400 20060301 45.76 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 289000 1324.583333 360 359 4.58 0.67 0 0.25 5.5 SACRAMENTO CA 95842 Single Family 289000 20060401 88.92 Republic MIC 100016000000000000 2.875 20110301 10.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G03 313200 1500.75 360 359 5.5 0 0 0.25 5.75 MORENO VALLEY CA 92553 Single Family 313200 20060401 77.52 No MI 100016000000000000 2.25 20130301 10.75 1.955 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G05 96950.01 474.6510906 360 358 5.625 0 0 0.25 5.875 BIG BEAR CITY CA 92314 Single Family 97000 20060301 49.24 No MI 100016000000000000 2.25 20160201 10.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 136500 753.59375 360 358 6.045 0.33 0 0.25 6.625 WEST VALLEY CITY UT 84119 Single Family 136500 20060301 86.94 PMI 100016000000000000 2.75 20110201 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 306000 1721.25 360 359 6.01 0.49 0 0.25 6.75 MANASSAS VA 20110 PUD 306000 20060401 90.00 Republic MIC 100016000000000000 2.875 20110301 11.75 2.17 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 340000 1841.666667 360 358 6.25 0 0 0.25 6.5 BAKERSFIELD CA 93301 Single Family 340000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.5 2.135 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 192000 940 360 358 5.625 0 0 0.25 5.875 GRESHAM OR 97080 Single Family 192000 20060301 78.37 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 440104 2108.831667 360 358 5.5 0 0 0.25 5.75 EWA BEACH HI 96706 PUD 440104 20060301 80.00 No MI 100016000000000000 2.25 20160201 10.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 243672 1472.185 360 358 7 0 0 0.25 7.25 LIHUE HI 96766 Condominium 243672 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 204000 1232.5 360 359 7 0 0 0.25 7.25 LAKE ARROWHEAD CA 92352 Single Family 204000 20060401 78.76 No MI 100016000000000000 2.25 20160301 12.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 403000 2015 360 358 5.75 0 0 0.25 6 LAS VEGAS NV 89138 PUD 403000 20060301 79.02 No MI 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 180000 937.5 360 358 6 0 0 0.25 6.25 CHICAGO IL 60613 Condominium 180000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 212500 1283.854167 360 358 7 0 0 0.25 7.25 SURPRISE AZ 85379 PUD 212500 20060301 69.44 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 183920 1034.55 360 358 6.5 0 0 0.25 6.75 LOGANVILLE GA 30052 PUD 183920 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 102240 532.5 360 359 6 0 0 0.25 6.25 SNELLVILLE GA 30078 Single Family 102240 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 183000 972.1875 360 359 6.125 0 0 0.25 6.375 MESA AZ 85208 PUD 183000 20060401 71.76 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 132271.09 771.5813583 360 358 6.75 0 0 0.25 7 MAGGIE VALLEY NC 28751 Single Family 132320 20060301 80.00 No MI 100016000000000000 2.25 20130201 12 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 117700 698.84375 360 358 6.875 0 0 0.25 7.125 CALDWELL ID 83607 Single Family 117700 20060301 63.62 No MI 100016000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 217600 974.6666667 360 358 5.125 0 0 0.25 5.375 PERRIS CA 92571 Single Family 217600 20060301 60.95 No MI 100016000000000000 2.25 20110201 10.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 341700 1601.71875 360 358 5.375 0 0 0.25 5.625 PORTLAND OR 97229 PUD 341700 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 248392 1500.701667 360 358 7 0 0 0.25 7.25 VANCOUVER WA 98683 PUD 248392 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 371000 1893.645833 360 358 5.875 0 0 0.25 6.125 OXNARD CA 93033 Single Family 371000 20060301 65.09 No MI 100016000000000000 2.25 20160201 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 176000 861.6666667 360 359 5.625 0 0 0.25 5.875 FOREST VA 24551 Single Family 176000 20060401 79.28 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 234000 1438.125 360 358 7.125 0 0 0.25 7.375 HUNTERSVILLE NC 28078 PUD 234000 20060301 90.00 Republic MIC 100134000000000000 2.25 20130201 12.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 374190.26 1948.907604 360 357 6 0 0 0.25 6.25 ROCKVILLE MD 20851 PUD 376400 20060201 80.00 No MI 100134000000000000 2.25 20110101 11.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G05 417000 2215.3125 360 358 6.125 0 0 0.25 6.375 MONROVIA CA 91016 PUD 417000 20060301 69.50 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G03 181000 923.8541667 360 358 5.875 0 0 0.25 6.125 LOS ANGELES CA 90016 Single Family 181000 20060301 40.22 No MI 100016000000000000 2.25 20130201 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 110400 609.5 360 358 6.375 0 0 0.25 6.625 SAINT CLAIR SHORES MI 48081 Single Family 110400 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 265000 1435.416667 360 358 6.25 0 0 0.25 6.5 ALBUQUERQUE NM 87106 Single Family 265000 20060301 63.86 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 201768 1197.9975 360 358 6.875 0 0 0.25 7.125 HOMOSASSA FL 34446 PUD 201768 20060301 80.00 No MI 100134000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 67519.56 407.930675 360 358 7 0 0 0.25 7.25 TAMPA FL 33614 Condominium 67520 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 330000 1581.25 360 358 5.5 0 0 0.25 5.75 SAN BERNARDINO CA 92407 Single Family 330000 20060301 76.74 No MI 100016000000000000 2.25 20160201 10.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 244304 1170.623333 360 358 5.5 0 0 0.25 5.75 LITTLETON CO 80124 PUD 244304 20060301 80.00 No MI 100134000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 197800 968.3958333 360 358 5.625 0 0 0.25 5.875 COLTON CA 92324 Single Family 197800 20060301 56.51 No MI 100016000000000000 2.25 20130201 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 199920 957.95 360 358 5.5 0 0 0.25 5.75 EDMONDS WA 98020 Condominium 199920 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 289756.37 1905.09 360 359 6.625 0 0 0.25 6.875 MURRIETA CA 92563 Single Family 290000 20060401 62.37 No MI 100134000000000000 2.25 20160301 11.875 2 2 First Lien N N 0 Prepay 360 120 N 20360301 CWHL
GROUP III G03 135722.94 810.41 360 358 5.625 0 0 0.25 5.875 WARREN OH 44481 Single Family 137000 20060301 69.54 No MI 100016000000000000 2.25 20130201 10.875 2 2 First Lien N N 0 No_PP 360 84 N 20360201 CWHL
GROUP III G01 292000 1581.666667 360 358 6.25 0 0 0.25 6.5 MORENO VALLEY CA 92553 Single Family 292000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 170300 993.4166667 360 358 6.75 0 0 0.25 7 LAS VEGAS NV 89117 Condominium 170300 20060301 79.99 No MI 100016000000000000 2.25 20110201 12 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 235884.7 1154.852177 360 357 5.625 0 0 0.25 5.875 PHOENIX AZ 85032 Single Family 236000 20060201 80.00 No MI 100016000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 187200 994.5 360 358 6.125 0 0 0.25 6.375 APOPKA FL 32712 PUD 187200 20060301 80.00 No MI 100134000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 198320 1218.841667 360 359 7.125 0 0 0.25 7.375 ORLANDO FL 32839 Condominium 198320 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G02 331774 1797.109167 360 358 6.25 0 0 0.25 6.5 RIVERSIDE CA 92503 PUD 331774 20060301 80.00 No MI 100016000000000000 2.375 20110201 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G02 365000 1710.9375 360 356 5.375 0 0 0.25 5.625 COCONUT CREEK FL 33073 PUD 365000 20060101 84.88 United Guaranty 100016000000000000 2.25 20101201 10.625 2.125 2 First Lien N Y 60 Prepay 360 60 N 20351201 CWHL
GROUP III G01 255920 1252.941667 360 358 5.625 0 0 0.25 5.875 STICKNEY IL 60402 2-4 Family 255920 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 340876 1846.411667 360 358 6.25 0 0 0.25 6.5 HENDERSON NV 89015 PUD 340876 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 411000 2183.4375 360 358 6.125 0 0 0.25 6.375 KLAMATH FALLS OR 97601 Single Family 411000 20060301 79.96 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 133000 748.125 360 356 6.5 0 0 0.25 6.75 LAS VEGAS NV 89122 Single Family 133000 20060101 66.50 No MI 100134000000000000 2.25 20151201 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20351201 CWHL
GROUP III G05 127897.22 692.7766083 360 358 6.25 0 0 0.25 6.5 ORLANDO FL 32812 Condominium 127920 20060301 80.00 No MI 100134000000000000 2.25 20160201 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 140400 702 360 357 5.75 0 0 0.25 6 KENNESAW GA 30144 Single Family 140400 20060201 80.00 No MI 100016000000000000 2.25 20110101 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G03 320000 1700 360 358 6.125 0 0 0.25 6.375 LOMPOC CA 93436 PUD 320000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 91600 515.25 360 356 6.5 0 0 0.25 6.75 HOUSTON TX 77084 PUD 91600 20060101 80.00 No MI 100016000000000000 2.25 20101201 11.75 2 2 First Lien N Y 60 Prepay 360 60 N 20351201 CWHL
GROUP III G05 113427.04 804 360 358 7.375 0 0 0.25 7.625 MELBOURNE FL 32903 Condominium 113592 20060301 80.00 No MI 100016000000000000 2.75 20160201 12.625 2 2 First Lien N N 0 Prepay 360 120 N 20360201 CWHL
GROUP III G05 130320 692.325 360 358 6.125 0 0 0.25 6.375 JACKSONVILLE FL 32246 Condominium 130320 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.375 2.5 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 64000 400 360 356 7.25 0 0 0.25 7.5 FOREST PARK GA 30297 Single Family 64000 20060101 80.00 No MI 100016000000000000 2.25 20101201 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20351201 CWHL
GROUP III G01 231500 1012.8125 360 357 5 0 0 0.25 5.25 AUBURN CA 95603 Condominium 231500 20060201 75.90 No MI 100016000000000000 2.25 20110101 10.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G05 263200 1398.25 360 358 6.125 0 0 0.25 6.375 LAWRENCEVILLE GA 30045 PUD 263200 20060301 78.80 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 188000 1096.666667 360 358 6.75 0 0 0.25 7 JOSHUA TREE CA 92252 Single Family 188000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 311999.01 1949.993813 360 359 7.25 0 0 0.25 7.5 SOLEDAD CA 93960 PUD 312000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 181641.03 1006.51 360 357 5 0 0 0.25 5.25 DUBLIN OH 43016 PUD 182271 20060201 80.00 No MI 100016000000000000 2.25 20110101 11.25 2 2 First Lien N N 0 No_PP 360 60 N 20360101 CWHL
GROUP III G03 276000 1380 360 359 5.75 0 0 0.25 6 ROCKLAND MA 2370 Single Family 276000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G01 129600 526.5 360 359 4.625 0 0 0.25 4.875 OLATHE KS 66061 Condominium 129600 20060401 80.00 No MI 100016000000000000 2.25 20110301 9.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 247870.21 1547.82 360 359 6.125 0 0 0.25 6.375 DAVENPORT FL 33896 PUD 248100 20060401 75.00 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N N 0 Prepay 360 60 N 20360301 CWHL
GROUP III G01 398741.13 2334.29 360 357 5.5 0 0 0.25 5.75 LAS VEGAS NV 89178 PUD 400000 20060201 76.49 No MI 100134000000000000 2.25 20110101 10.75 2 2 First Lien N N 0 No_PP 360 60 N 20360101 CWHL
GROUP III G05 140000 802.0833333 360 357 6.625 0 0 0.25 6.875 LEAGUE CITY TX 77573 PUD 140000 20060201 80.00 No MI 100016000000000000 2.25 20160101 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360101 CWHL
GROUP III G01 314389 1702.940417 360 358 6.25 0 0 0.25 6.5 ZIONSVILLE IN 46077 PUD 314389 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 50400 309.75 360 359 7.125 0 0 0.25 7.375 VIDALIA GA 30474 Single Family 50400 20060401 80.00 No MI 100016000000000000 2.25 20160301 12.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G05 228000 1306.25 360 358 6.625 0 0 0.25 6.875 PEMBROKE PINES FL 33029 PUD 228000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G05 186320 1009.233333 360 358 6.25 0 0 0.25 6.5 DAVENPORT FL 33896 Condominium 186320 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G05 176000 971.6666667 360 357 6.375 0 0 0.25 6.625 ARVADA CO 80005 Single Family 176000 20060201 80.00 No MI 100016000000000000 2.25 20160101 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 CWHL
GROUP III G01 146088.99 1025.12 360 356 6.72 0.53 0 0.25 7.5 FRASER MI 48026 Single Family 146610 20060101 90.00 Republic MIC 100016000000000000 2.875 20101201 12.5 2 2 First Lien N N 0 No_PP 360 60 N 20351201 CWHL
GROUP III G01 120000 675 360 358 6.5 0 0 0.25 6.75 BRAWLEY CA 92227 Single Family 120000 20060301 58.54 No MI 100134000000000000 2.25 20110201 11.75 2.095 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 112000 700 360 358 7.25 0 0 0.25 7.5 LAUDERHILL FL 33319 Condominium 112000 20060301 70.00 No MI 100016000000000000 2.25 20110201 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 124031.18 775.194875 360 357 7.25 0 0 0.25 7.5 KISSIMMEE FL 34758 PUD 124064 20060201 80.00 No MI 100016000000000000 2.25 20110101 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G05 99920 624.5 360 357 7.25 0 0 0.25 7.5 NAMPA ID 83651 Single Family 99920 20060201 80.00 No MI 100016000000000000 2.25 20160101 12.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360101 CWHL
GROUP III G05 251000 1385.729167 360 357 6.375 0 0 0.25 6.625 SAN DIEGO CA 92107 Condominium 251200 20060201 80.00 No MI 100016000000000000 2.25 20160101 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360101 CWHL
GROUP III G05 368000 1916.666667 360 358 6 0 0 0.25 6.25 LEMON GROVE CA 91945 Single Family 368000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 128680 777.4416667 360 356 7 0 0 0.25 7.25 LARGO FL 33774 Condominium 128680 20060101 80.00 No MI 100016000000000000 2.25 20101201 12.25 2 2 First Lien N Y 60 Prepay 360 60 N 20351201 CWHL
GROUP III G01 156400 798.2916667 360 356 5.875 0 0 0.25 6.125 WESTERVILLE OH 43081 Single Family 156400 20060101 80.00 No MI 100016000000000000 2.25 20101201 11.125 2 2 First Lien N Y 60 Prepay 360 60 N 20351201 CWHL
GROUP III G05 326050 1800.067708 360 359 6.375 0 0 0.25 6.625 MURRIETA CA 92562 PUD 326050 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 319200 1130.5 360 358 4 0 0 0.25 4.25 INDIAN HEAD MD 20640 Single Family 319200 20060301 80.00 No MI 100016000000000000 2.25 20110201 9.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 160000 800 360 358 5.75 0 0 0.25 6 DEKALB IL 60115 Single Family 160000 20060301 77.71 No MI 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 104772.94 676.6585708 360 356 7.5 0 0 0.25 7.75 GLENDALE AZ 85306 Condominium 104800 20060101 80.00 No MI 100134000000000000 2.25 20121201 12.75 2 2 First Lien N Y 84 Prepay 360 84 N 20351201 CWHL
GROUP III G01 198524 847.8629167 360 358 4.875 0 0 0.25 5.125 DENVER CO 80204 Condominium 198524 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 111837 675.681875 360 357 7 0 0 0.25 7.25 BREMERTON WA 98312 Condominium 111837 20060201 80.00 No MI 100134000000000000 2.25 20110101 12.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 316263 1943.699688 360 359 7.125 0 0 0.25 7.375 SAN JACINTO CA 92582 Single Family 316263 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 305600 1591.666667 360 357 5.51 0.49 0 0.25 6.25 MADERA CA 93637 Single Family 306000 20060201 90.00 Republic MIC 100016000000000000 2.875 20110101 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G05 340150 1807.046875 360 358 6.125 0 0 0.25 6.375 RIVERSIDE CA 92509 PUD 340150 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.375 2.135 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 108000 618.75 360 358 6.625 0 0 0.25 6.875 MINNEAPOLIS MN 55408 Condominium 108000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G03 116400 679 360 359 6.75 0 0 0.25 7 PENSACOLA FL 32534 Single Family 116400 20060401 80.00 No MI 100016000000000000 2.25 20130301 12 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G02 182400 1026 360 359 6.5 0 0 0.25 6.75 CHANDLER AZ 85226 PUD 182400 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 179192 1138.615833 360 359 7.375 0 0 0.25 7.625 MURRIETA CA 92562 Condominium 179192 20060401 80.00 No MI 100016000000000000 2.25 20160301 12.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G02 291192 1819.95 360 357 7.25 0 0 0.25 7.5 DAVENPORT FL 33896 PUD 291192 20060201 80.00 No MI 100016000000000000 2.25 20110101 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G05 160995 922.3671875 360 358 6.625 0 0 0.25 6.875 WEST PALM BEACH FL 33401 Condominium 160995 20060301 70.00 No MI 100016000000000000 2.25 20160201 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G05 256418.79 1540.84 360 358 5.75 0 0 0.25 6 HOWELL NJ 7731 Single Family 257000 20060301 61.48 No MI 100016000000000000 2.25 20160201 11 2 2 First Lien N N 0 No_PP 360 120 N 20360201 CWHL
GROUP III G01 311920 1559.6 360 356 5.75 0 0 0.25 6 ATLANTA GA 30349 PUD 311920 20060101 80.00 No MI 100016000000000000 2.25 20101201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 CWHL
GROUP III G05 119120 632.825 360 359 6.125 0 0 0.25 6.375 MURRELLS INLET SC 29576 Condominium 119120 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G03 307385.23 1846.62 360 358 5.75 0 0 0.25 6 WEST WARWICK RI 2893 2-4 Family 308000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11 2 2 First Lien N N 0 No_PP 360 84 N 20360201 CWHL
GROUP III G01 323717.99 1517.428078 360 358 4.885 0.49 0 0.25 5.625 SACRAMENTO CA 95838 Single Family 324000 20060301 90.00 Republic MIC 100016000000000000 2.875 20110201 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 148000 678.3333333 360 358 5.25 0 0 0.25 5.5 PARADISE CA 95969 Single Family 148000 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.5 2.135 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 344000 2006.666667 360 358 6.75 0 0 0.25 7 LOS ANGELES CA 91306 Condominium 344000 20060301 80.00 No MI 100016000000000000 2.25 20160201 12 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G05 138560 750.5333333 360 358 6.25 0 0 0.25 6.5 ARVIN CA 93203 Single Family 138560 20060301 79.54 No MI 100016000000000000 2.25 20160201 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 133207.17 789.58 360 358 5.625 0 0 0.25 5.875 MINNEAPOLIS MN 55408 Condominium 133480 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G01 241000 1280.3125 360 356 6.125 0 0 0.25 6.375 CHARDON OH 44024 Single Family 241000 20060101 71.94 No MI 100016000000000000 2.25 20101201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 CWHL
GROUP III G01 328000 1879.166667 360 357 6.625 0 0 0.25 6.875 FREMONT CA 94536 Condominium 328000 20060201 80.00 No MI 100016000000000000 2.25 20110101 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G03 423540.78 2073.585069 360 357 5.625 0 0 0.25 5.875 WEST PALM BEACH FL 33401 2-4 Family 423750 20060201 75.00 No MI 100016000000000000 2.25 20130101 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G03 246400 1283.333333 360 357 6 0 0 0.25 6.25 NORTH LAS VEGAS NV 89031 PUD 246400 20060201 80.00 No MI 100016000000000000 2.25 20130101 11.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360101 CWHL
GROUP III G01 150000 843.75 360 358 6.5 0 0 0.25 6.75 WILTON NH 3086 2-4 Family 150000 20060301 37.50 No MI 100016000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 337215.39 2109.68 360 357 6.125 0 0 0.25 6.375 WINDERMERE FL 34786 PUD 338160 20060201 80.00 No MI 100016000000000000 2.25 20110101 11.375 2 2 First Lien N N 0 No_PP 360 60 N 20360101 CWHL
GROUP III G03 216800 1174.333333 360 358 6.25 0 0 0.25 6.5 STEAMBOAT SPRINGS CO 80487 Condominium 216800 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G03 367933.28 1992.971933 360 358 6.25 0 0 0.25 6.5 KAILUA KONA HI 96740 Single Family 489373 20060301 73.59 No MI 100134000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G02 138303 878.8003125 360 357 7.375 0 0 0.25 7.625 PUNTA GORDA FL 33983 Condominium 138303 20060201 90.00 United Guaranty 100016000000000000 2.25 20110101 12.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G03 207810 1277.165625 360 357 7.125 0 0 0.25 7.375 PEMBROKE PINES FL 33025 Condominium 207810 20060201 90.00 United Guaranty 100016000000000000 2.25 20130101 12.375 2 2 First Lien N Y 84 Prepay 360 84 N 20360101 CWHL
GROUP III G01 342800 1321.208333 360 358 4.375 0 0 0.25 4.625 SAN MARCOS CA 92069 Single Family 343000 20060301 68.60 No MI 100016000000000000 2.25 20110201 9.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 243948.75 1448.445703 360 359 6.875 0 0 0.25 7.125 LOUISVILLE KY 40207 Single Family 244000 20060401 80.00 No MI 100134000000000000 2.25 20110301 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 216000 1012.5 360 357 5.375 0 0 0.25 5.625 EL CAJON CA 92019 Condominium 216000 20060201 80.00 No MI 100016000000000000 2.25 20110101 10.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 201520 923.6333333 360 358 5.25 0 0 0.25 5.5 CHULA VISTA CA 91913 Condominium 201520 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 251138.12 1203.370158 360 358 5.5 0 0 0.25 5.75 SAN DIEGO CA 92122 Condominium 252720 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 373600 2023.666667 360 358 6.25 0 0 0.25 6.5 SAN DIEGO CA 92122 Condominium 373600 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 400000 2125 360 359 6.125 0 0 0.25 6.375 EL CAJON CA 92021 Single Family 400000 20060401 76.19 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 248000 1214.166667 360 359 5.625 0 0 0.25 5.875 SAN DIEGO CA 92116 Condominium 248000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 252000 1338.75 360 357 6.125 0 0 0.25 6.375 DAVENPORT FL 33837 PUD 252000 20060201 80.00 No MI 100016000000000000 2.25 20130101 11.375 2 2 First Lien N Y 84 Prepay 360 84 N 20360101 CWHL
GROUP III G02 86250 539.0625 360 357 7.25 0 0 0.25 7.5 FORT LAUDERDALE FL 33311 Single Family 86250 20060201 75.00 No MI 100016000000000000 2.25 20110101 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G03 238339.16 1216.522796 360 358 5.875 0 0 0.25 6.125 MIAMI FL 33174 PUD 238400 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.125 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 265000 1104.166667 360 358 4.75 0 0 0.25 5 WOODBRIDGE VA 22193 Single Family 265000 20060301 69.01 No MI 100016000000000000 2.25 20110201 10 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 180000 1087.5 360 357 7 0 0 0.25 7.25 BEAVERTON OR 97005 Single Family 180000 20060201 80.00 No MI 100016000000000000 2.25 20130101 12.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360101 CWHL
GROUP III G03 201186.6 1110.717688 360 352 5.785 0.59 0 0.25 6.625 MIAMI FL 33177 Single Family 201400 20050901 95.00 Republic MIC 100016000000000000 3.125 20120801 11.625 2 2 First Lien N Y 84 No_PP 360 84 N 20350801 CWHL
GROUP III G03 164350 958.7083333 360 354 6.16 0.59 0 0.25 7 SOUTH RIVER NJ 8882 Single Family 164350 20051101 95.00 Republic MIC 100016000000000000 3.125 20121001 12 2.285 2 First Lien N Y 84 No_PP 360 84 N 20351001 CWHL
GROUP III G03 240000 1350 360 357 6.5 0 0 0.25 6.75 BEAVERTON OR 97007 Condominium 240000 20060201 80.00 No MI 100016000000000000 2.25 20130101 11.75 2.285 2 First Lien N Y 84 Prepay 360 84 N 20360101 CWHL
GROUP III G01 307664 1634.465 360 359 6.125 0 0 0.25 6.375 LYNNWOOD WA 98037 PUD 307664 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 312000 1722.5 360 357 6.375 0 0 0.25 6.625 STOCKTON CA 95209 Single Family 312000 20060201 80.00 No MI 100016000000000000 2.25 20110101 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 110400 540.5 360 358 5.625 0 0 0.25 5.875 PHOENIX AZ 85016 Condominium 110500 20060301 42.50 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 216000 1372.5 360 358 7.375 0 0 0.25 7.625 TORRANCE CA 90502 Condominium 216000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 384750 2204.296875 360 358 6.625 0 0 0.25 6.875 ROSEVILLE CA 95747 PUD 384750 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 373700 1790.645833 360 359 5.5 0 0 0.25 5.75 ROSEVILLE CA 95747 PUD 373700 20060401 80.00 No MI 100134000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 298900 1307.6875 360 358 5 0 0 0.25 5.25 RED BLUFF CA 96080 Single Family 298900 20060301 72.90 No MI 100016000000000000 2.25 20110201 10.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 368180 1802.547917 360 358 5.625 0 0 0.25 5.875 MERCED CA 95348 Single Family 368180 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 168750 1001.953125 360 357 6.875 0 0 0.25 7.125 LAS VEGAS NV 89128 Condominium 168750 20060201 79.98 No MI 100016000000000000 2.25 20130101 12.125 2 2 First Lien N Y 84 Prepay 360 84 N 20360101 CWHL
GROUP III G01 111876.85 489.4612188 360 359 5 0 0 0.25 5.25 GROVE CITY OH 43123 PUD 111880 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 91600 515.25 360 356 6.5 0 0 0.25 6.75 HOUSTON TX 77084 PUD 91600 20060101 80.00 No MI 100016000000000000 2.25 20101201 11.75 2 2 First Lien N Y 60 Prepay 360 60 N 20351201 CWHL
GROUP III G03 130773.8 849.66 360 358 6.5 0 0 0.25 6.75 PRINCETON MN 55371 Single Family 131000 20060301 59.55 No MI 100016000000000000 2.25 20130201 11.75 2 2 First Lien N N 0 No_PP 360 84 N 20360201 CWHL
GROUP III G03 453182 2218.703542 360 358 5.625 0 0 0.25 5.875 EWA BEACH HI 96706 PUD 453182 20060301 80.00 No MI 100016000000000000 2.25 20130201 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G02 242240 1463.533333 360 356 7 0 0 0.25 7.25 MIRAMAR FL 33025 Condominium 242240 20060101 80.00 No MI 100016000000000000 2.25 20101201 12.25 2 2 First Lien N Y 60 Prepay 360 60 N 20351201 CWHL
GROUP III G01 39929.23 256.12 360 358 6.375 0 0 0.25 6.625 INDIANAPOLIS IN 46226 Single Family 40000 20060301 80.00 No MI 100016000000000000 2.75 20110201 12.625 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G03 215955.56 1169.759283 360 357 6.25 0 0 0.25 6.5 POMFRET CT 6259 Single Family 216000 20060201 80.00 No MI 100016000000000000 2.25 20130101 11.5 2.5 2 First Lien N Y 84 Prepay 360 84 N 20360101 CWHL
GROUP III G01 242250 1615 360 356 7.17 0.58 0 0.25 8 GOODLETTSVILLE TN 37072 Single Family 242250 20060101 95.00 YES 100134000000000000 3.125 20101201 13 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 CWHL
GROUP III G01 283522.17 1712.946444 360 358 7 0 0 0.25 7.25 INDIO CA 92203 PUD 283559 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 2.295 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 292500 1828.125 360 357 7.25 0 0 0.25 7.5 FORT LAUDERDALE FL 33308 2-4 Family 292500 20060201 75.00 No MI 100134000000000000 2.25 20110101 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 402850 2307.994792 360 358 6.625 0 0 0.25 6.875 BEAUMONT CA 92223 PUD 402850 20060301 79.99 No MI 100016000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 258400 1372.75 360 357 6.125 0 0 0.25 6.375 LAS VEGAS NV 89131 PUD 258400 20060201 80.00 No MI 100016000000000000 2.25 20110101 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G05 304000 1646.666667 360 358 6.25 0 0 0.25 6.5 DENVER CO 80212 Single Family 304000 20060301 80.00 No MI 100134000000000000 2.25 20160201 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G03 388000 2222.916667 360 358 6.625 0 0 0.25 6.875 EAST BOSTON MA 2128 2-4 Family 388000 20060301 64.99 No MI 100016000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 321200 1974.041667 360 358 7.125 0 0 0.25 7.375 LAKEVILLE MN 55044 Single Family 321200 20060301 87.28 Republic MIC 100134000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 1421500 7551.71875 360 358 6.125 0 0 0.25 6.375 NEWPORT BEACH CA 92657 PUD 1421500 20060301 79.98 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G04 470624.72 2549.217233 360 358 6.25 0 0 0.25 6.5 SAN MARCOS CA 92078 Single Family 470625 20060301 75.00 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G04 603133.52 2764.361967 360 358 5.25 0 0 0.25 5.5 SAN MARCOS CA 92078 PUD 603169 20060301 80.00 No MI 100016000000000000 2.25 20130201 10.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 1499999.24 8437.495725 360 357 6.5 0 0 0.25 6.75 ATLANTA GA 30327 Single Family 1500000 20060201 62.50 No MI 100059000000000000 2.25 20130101 11.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G05 479200 3144.75 360 356 7.625 0 0 0.25 7.875 WESTON FL 33327 PUD 479200 20060101 80.00 No MI 100177000000000000 2.25 20151201 13.875 2 2 First Lien N Y 120 No_PP 360 120 N 20351201 CWHL
GROUP III G01 389000 1823.4375 360 359 5.375 0 0 0.25 5.625 RESTON VA 20190 Condominium 389000 20060401 80.00 No MI 100134000000000000 2.25 20110301 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 61150 318.4895833 360 358 6 0 0 0.25 6.25 RICHMOND HILL GA 31324 PUD 61150 20060301 31.77 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 126458.88 875.43 360 357 7.125 0 0 0.25 7.375 KISSIMMEE FL 34746 Condominium 126750 20060201 75.00 No MI 100016000000000000 2.25 20110101 12.375 2 2 First Lien N N 0 No_PP 360 60 N 20360101 CWHL
GROUP III G03 296900 1793.770833 360 357 6.47 0.53 0 0.25 7.25 LAS VEGAS NV 89147 PUD 296900 20060201 90.00 Republic MIC 100016000000000000 2.875 20130101 12.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G01 280242.72 1701.99 360 358 5.75 0 0 0.25 6 VERO BEACH FL 32968 Single Family 283878 20060301 47.31 No MI 100134000000000000 2.25 20110201 11 2.095 2 First Lien N N 0 Prepay 360 60 N 20360201 CWHL
GROUP III G01 407250 2333.203125 360 359 6.625 0 0 0.25 6.875 EDWARDS CO 81632 Single Family 407250 20060401 75.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 108811.79 706.97 360 358 6.5 0 0 0.25 6.75 NEWPORT NEWS VA 23602 Single Family 109000 20060301 51.42 No MI 100016000000000000 2.25 20110201 11.75 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G01 400000 1875 360 357 5.375 0 0 0.25 5.625 RIVERSIDE CA 92508 Single Family 400000 20060201 76.19 No MI 100016000000000000 2.25 20110101 10.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G03 304000 1710 360 359 6.5 0 0 0.25 6.75 SPOKANE WA 99208 Single Family 304000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G05 46415.71 293.91 360 358 6.25 0 0 0.25 6.5 AKRON OH 44320 Single Family 46500 20060301 75.00 No MI 100016000000000000 2.25 20160201 11.5 2 2 First Lien N N 0 No_PP 360 120 N 20360201 CWHL
GROUP III G01 127775 851.8333333 360 357 7.01 0.74 0 0.25 8 SAINT PETERSBURG FL 33713 Single Family 127775 20060201 95.00 GE Capital MI 100016000000000000 3.25 20110101 13 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 99545.89 497.72945 360 356 5.75 0 0 0.25 6 BUFFALO GROVE IL 60089 Condominium 100000 20060101 40.00 No MI 100016000000000000 2.25 20101201 11 2.26 2 First Lien N Y 60 No_PP 360 60 N 20351201 CWHL
GROUP III G05 274000 1512.708333 360 358 6.375 0 0 0.25 6.625 MIRAMAR FL 33027 PUD 274000 20060301 57.68 No MI 100016000000000000 2.25 20160201 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G03 315000 1903.125 360 358 7 0 0 0.25 7.25 BEN LOMOND CA 95005 Single Family 315000 20060301 57.80 No MI 100016000000000000 2.25 20130201 12.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G03 256000 1333.333333 360 359 6 0 0 0.25 6.25 HEMET CA 92545 Single Family 256000 20060401 72.52 No MI 100016000000000000 2.25 20130301 11.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G03 392000 2123.333333 360 357 6.25 0 0 0.25 6.5 LOS ANGELES CA 90033 Single Family 392000 20060201 80.00 No MI 100016000000000000 2.25 20130101 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360101 CWHL
GROUP III G02 399122.34 2271.16 360 358 5.25 0 0 0.25 5.5 INDIO CA 92201 Single Family 400000 20060301 76.94 No MI 100134000000000000 2.25 20110201 10.5 2 2 First Lien N N 0 Prepay 360 60 N 20360201 CWHL
GROUP III G01 184000 977.5 360 357 6.125 0 0 0.25 6.375 PAWTUCKET RI 2860 Single Family 184000 20060201 80.00 No MI 100016000000000000 2.25 20110101 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 172933.96 936.7256167 360 359 6.25 0 0 0.25 6.5 HERRIMAN UT 84065 PUD 173141 20060401 79.96 No MI 100016000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 204000 1147.5 360 356 6.5 0 0 0.25 6.75 LAS VEGAS NV 89107 Single Family 204000 20060101 80.00 No MI 100247000000000000 2.25 20151201 12.75 2 2 First Lien N Y 120 Prepay 360 120 N 20351201 CWHL
GROUP III G05 636000 3511.25 360 356 6.375 0 0 0.25 6.625 SAN DIEGO CA 92130 Condominium 636000 20060101 80.00 No MI 100247000000000000 2.25 20151201 12.625 2 2 First Lien N Y 120 No_PP 360 120 N 20351201 CWHL
GROUP III G04 649600 3451 360 357 6.125 0 0 0.25 6.375 BOULDER CO 80304 Single Family 649600 20060201 80.00 No MI 100262000000000000 2.25 20130101 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G05 889600 4911.333333 360 357 6.375 0 0 0.25 6.625 CALABASAS CA 91302 PUD 889600 20060201 80.00 No MI 100092000000000000 2.25 20160101 12.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 CWHL
GROUP III G05 220000 1077.083333 360 358 5.625 0 0 0.25 5.875 BAKERSFIELD CA 93307 Single Family 220000 20060301 89.80 YES 100016000000000000 2.25 20160201 10.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 396800 2232 360 358 6.11 0.39 0 0.25 6.75 FLAGSTAFF AZ 86001 PUD 396800 20060301 89.99 Republic MIC 100016000000000000 2.75 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 78400 490 360 357 7.25 0 0 0.25 7.5 LEXINGTON KY 40504 Single Family 78400 20060201 76.12 No MI 100016000000000000 2.25 20130101 12.5 2.11 2 First Lien N Y 84 Prepay 360 84 N 20360101 CWHL
GROUP III G05 413200 2195.125 360 358 6.125 0 0 0.25 6.375 ARDEN NC 28704 PUD 413200 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G03 220500 1309.21875 360 358 6.875 0 0 0.25 7.125 MUNSTER IN 46321 Single Family 220500 20060301 63.00 No MI 100016000000000000 2.25 20130201 12.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 338320 1550.633333 360 358 5.25 0 0 0.25 5.5 FOOTHILL RANCH CA 92610 Condominium 338320 20060301 80.00 No MI 100134000000000000 2.25 20110201 10.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 301520 1884.5 360 358 7.25 0 0 0.25 7.5 FOOTHILL RANCH CA 92610 Condominium 301520 20060301 80.00 No MI 100134000000000000 2.25 20110201 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 242320 1464.016667 360 359 7 0 0 0.25 7.25 FOOTHILL RANCH CA 92610 Condominium 242320 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 159929.58 866.285225 360 358 6.25 0 0 0.25 6.5 GLENDALE AZ 85302 Single Family 160000 20060301 74.42 No MI 100134000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 301400 1569.791667 360 358 5.67 0.33 0 0.25 6.25 MARTINSBURG WV 25401 Single Family 301400 20060301 86.86 PMI 100016000000000000 2.75 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 363448 2120.113333 360 358 6.75 0 0 0.25 7 YORBA LINDA CA 92887 Condominium 363448 20060301 80.00 No MI 100016000000000000 2.25 20110201 12 2.17 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 231920 1232.075 360 357 6.125 0 0 0.25 6.375 WOODLAND CA 95695 Single Family 231920 20060201 80.00 No MI 100016000000000000 2.25 20110101 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 250700 1619.104167 360 357 6.88 0.62 0 0.25 7.75 LAS VEGAS NV 89129 PUD 250700 20060201 94.97 GE Capital MI 100134000000000000 3.125 20110101 12.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 236000 1425.833333 360 358 7 0 0 0.25 7.25 CHICAGO IL 60632 2-4 Family 236000 20060301 79.46 No MI 100016000000000000 2.25 20110201 12.25 2.255 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 288000 1710 360 359 6.875 0 0 0.25 7.125 LAS VEGAS NV 89108 PUD 288000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 149600 716.8333333 360 359 5.5 0 0 0.25 5.75 CHICAGO IL 60617 Single Family 149600 20060401 80.00 No MI 100134000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 476250 2331.640625 360 358 5.625 0 0 0.25 5.875 LAHAINA HI 96761 Single Family 476250 20060301 75.00 No MI 100016000000000000 2.25 20130201 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 151695.12 711.070875 360 357 5.375 0 0 0.25 5.625 MIDDLEBURG FL 32068 Single Family 152000 20060201 80.00 No MI 100016000000000000 2.25 20110101 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 86726.19 507.71 360 357 5.5 0 0 0.25 5.75 HARRISON OH 45030 Single Family 87000 20060201 75.65 No MI 100016000000000000 2.25 20110101 10.75 2 2 First Lien N N 0 No_PP 360 60 N 20360101 CWHL
GROUP III G01 312000 1787.5 360 359 6.625 0 0 0.25 6.875 OAKLAND CA 94603 Single Family 312000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 216179 1125.932292 360 359 6 0 0 0.25 6.25 NEW PORT RICHEY FL 34652 Single Family 216179 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 189440 986.6666667 360 357 6 0 0 0.25 6.25 OPELIKA AL 36804 Single Family 189440 20060201 80.00 No MI 100134000000000000 2.25 20110101 11.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 149600 841.5 360 358 6.5 0 0 0.25 6.75 CHICAGO IL 60656 Condominium 149600 20060301 77.51 No MI 100016000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 171000 1068.75 360 357 7.25 0 0 0.25 7.5 MELBOURNE FL 32935 Single Family 171000 20060201 76.00 No MI 100016000000000000 2.25 20160101 12.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360101 CWHL
GROUP III G01 112936 552.9158333 360 359 5.625 0 0 0.25 5.875 NAMPA ID 83651 PUD 112936 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 266000 1357.708333 360 358 5.875 0 0 0.25 6.125 RAPID CITY SD 57702 Single Family 266000 20060301 70.00 No MI 100134000000000000 2.25 20160201 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 365838.76 1943.518413 360 358 5.635 0.49 0 0.25 6.375 PERRIS CA 92571 Single Family 365850 20060301 90.00 Republic MIC 100016000000000000 2.875 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 110250 631.640625 360 359 6.625 0 0 0.25 6.875 AURORA CO 80012 Single Family 110250 20060401 70.00 No MI 100016000000000000 2.25 20110301 11.875 2.135 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 368000 2261.666667 360 358 7.125 0 0 0.25 7.375 MADERA CA 93637 Single Family 368000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 205000 1089.0625 360 358 6.125 0 0 0.25 6.375 RENO NV 89506 PUD 205000 20060301 65.50 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 260720 1412.233333 360 359 6.25 0 0 0.25 6.5 NAVARRE FL 32566 PUD 260720 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 220400 1285.666667 360 359 6.75 0 0 0.25 7 HALLANDALE BEACH FL 33009 Single Family 220400 20060401 80.00 No MI 100016000000000000 2.25 20110301 12 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 140000 670.8333333 360 358 5.5 0 0 0.25 5.75 SAINT PAUL MN 55104 Single Family 140000 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 213550 1201.21875 360 357 5.92 0.58 0 0.25 6.75 FITCHBURG MA 1420 2-4 Family 214000 20060201 94.27 YES 100016000000000000 3.125 20110101 11.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G03 131840 824 360 359 7.25 0 0 0.25 7.5 BRIDGEPORT CT 6604 Single Family 131840 20060401 80.00 No MI 100016000000000000 2.25 20130301 12.5 2.295 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G02 146069.63 986.48 360 357 6.875 0 0 0.25 7.125 GOODYEAR AZ 85338 PUD 146423 20060201 70.00 No MI 100134000000000000 2.25 20110101 12.125 2 2 First Lien N N 0 Prepay 360 60 N 20360101 CWHL
GROUP III G01 292500 1401.5625 360 357 5.01 0.49 0 0.25 5.75 HEMET CA 92545 Single Family 292500 20060201 90.00 Republic MIC 100016000000000000 2.875 20110101 10.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G05 239200 1245.833333 360 358 6 0 0 0.25 6.25 CHESAPEAKE BEACH MD 20732 Single Family 239200 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.25 2.135 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 217600 1020 360 358 5.375 0 0 0.25 5.625 CLERMONT FL 34714 PUD 217600 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G03 160000 783.3333333 360 358 5.625 0 0 0.25 5.875 APOPKA FL 32703 PUD 160000 20060301 80.00 No MI 100016000000000000 2.25 20130201 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G03 130100 664.0520833 360 358 5.875 0 0 0.25 6.125 APOPKA FL 32703 PUD 130100 20060301 68.47 No MI 100016000000000000 2.25 20130201 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G03 116000 567.9166667 360 358 5.625 0 0 0.25 5.875 DEBARY FL 32713 Single Family 116000 20060301 80.00 No MI 100016000000000000 2.25 20130201 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 144800 874.8333333 360 358 7 0 0 0.25 7.25 GLENWOOD SPRINGS CO 81601 Condominium 144800 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 154920 790.7375 360 358 5.875 0 0 0.25 6.125 HARKER HEIGHTS TX 76548 Single Family 154920 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G03 267999.33 1451.663038 360 358 6.25 0 0 0.25 6.5 MADERA CA 93637 Single Family 268000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 147420 721.74375 360 358 5.625 0 0 0.25 5.875 LAS VEGAS NV 89103 Condominium 147520 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 360000 1837.5 360 358 5.875 0 0 0.25 6.125 LAS VEGAS NV 89102 Single Family 360000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.125 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 249488.99 1478.84 360 358 5.625 0 0 0.25 5.875 PACIFIC WA 98047 Single Family 250000 20060301 68.49 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G01 332820 1560.09375 360 358 5.375 0 0 0.25 5.625 FEDERAL WAY WA 98023 PUD 332820 20060301 79.91 No MI 100016000000000000 2.25 20110201 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 177167 1015.019271 360 359 6.625 0 0 0.25 6.875 MANCHESTER CT 6042 PUD 177167 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 191730 958.65 360 359 5.75 0 0 0.25 6 TUALATIN OR 97062 Single Family 191730 20060401 70.00 No MI 100134000000000000 2.25 20130301 11 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G03 276309.92 1467.89645 360 358 6.125 0 0 0.25 6.375 PORTLAND OR 97219 Single Family 276400 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 150877.1 738.6691354 360 358 5.625 0 0 0.25 5.875 CALIFORNIA CITY CA 93505 Single Family 151800 20060301 69.95 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 375000 2109.375 360 359 6.5 0 0 0.25 6.75 MISSOULA MT 59803 Single Family 375000 20060401 71.43 No MI 100016000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 152617 969.7538542 360 359 7.375 0 0 0.25 7.625 EFFINGHAM SC 29541 PUD 152617 20060401 95.00 YES 100016000000000000 2.25 20110301 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 87765.79 563.47 360 357 6.375 0 0 0.25 6.625 HOUSTON TX 77088 PUD 88000 20060201 80.00 No MI 100134000000000000 2.25 20160101 11.625 2 2 First Lien N N 0 Prepay 360 120 N 20360101 CWHL
GROUP III G03 271200 1412.5 360 357 6 0 0 0.25 6.25 FEDERAL WAY WA 98023 Single Family 271200 20060201 80.00 No MI 100016000000000000 2.25 20130101 11.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360101 CWHL
GROUP III G01 139751.61 978.62 360 358 7.25 0 0 0.25 7.5 KENTWOOD MI 49508 Single Family 139960 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.5 2 2 First Lien N N 0 Prepay 360 60 N 20360201 CWHL
GROUP III G05 149734.05 960.47 360 358 6.375 0 0 0.25 6.625 MIAMI FL 33179 Single Family 150000 20060301 30.30 No MI 100016000000000000 2.25 20160201 11.625 2 2 First Lien N N 0 Prepay 360 120 N 20360201 CWHL
GROUP III G01 313481.7 1698.025875 360 357 6.25 0 0 0.25 6.5 BRECKENRIDGE CO 80424 Condominium 313600 20060201 80.00 No MI 100134000000000000 2.25 20110101 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 308002.71 1752.65 360 358 5.25 0 0 0.25 5.5 CLOVIS CA 93611 Single Family 308680 20060301 80.00 No MI 100134000000000000 2.25 20110201 10.5 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G01 200000 1104.166667 360 358 6.375 0 0 0.25 6.625 SEABECK WA 98380 Single Family 200000 20060301 59.70 No MI 100016000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 486989.99 2688.59057 360 357 6.375 0 0 0.25 6.625 BRENTWOOD CA 94513 PUD 486990 20060201 80.00 No MI 100057000000000000 2.25 20160101 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 CWHL
GROUP III G04 430320 2465.375 360 358 6.625 0 0 0.25 6.875 SANTA ROSA CA 95407 Single Family 430320 20060301 80.00 No MI 100045000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 580872 2904.36 360 358 5.75 0 0 0.25 6 RANCHO CUCAMONGA CA 91739 Single Family 580872 20060301 80.00 No MI 100057000000000000 2.25 20160201 11 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G04 460000 2395.833333 360 358 6 0 0 0.25 6.25 BELLEVUE WA 98004 Single Family 460000 20060301 74.80 No MI 100045000000000000 2.25 20130201 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 511200 2662.5 360 357 6 0 0 0.25 6.25 MISSION VIEJO CA 92692 PUD 511200 20060201 80.00 No MI 100134000000000000 2.75 20160101 11.25 2 1 First Lien N Y 120 Prepay 360 120 N 20360101 CWHL
GROUP III G03 252000 1522.5 360 359 7 0 0 0.25 7.25 LAS VEGAS NV 89130 Single Family 252000 20060401 80.00 No MI 100016000000000000 2.25 20130301 12.25 2.5 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 124792 623.96 360 358 5.75 0 0 0.25 6 LAS VEGAS NV 89128 Condominium 124792 20060301 80.00 No MI 100134000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 352654 1616.330833 360 358 5.25 0 0 0.25 5.5 MENIFEE CA 92584 PUD 352654 20060301 80.00 No MI 100016000000000000 2.25 20130201 10.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G03 273520 1396.091667 360 359 5.875 0 0 0.25 6.125 SAN DIEGO CA 92108 Condominium 273520 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G05 191000 974.8958333 360 358 5.875 0 0 0.25 6.125 WILDWOOD NJ 8260 2-4 Family 191000 20060301 48.97 No MI 100016000000000000 2.25 20160201 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 286700 1433.5 360 359 5.75 0 0 0.25 6 PALO ALTO CA 94303 Single Family 286700 20060401 50.74 No MI 100016000000000000 2.25 20110301 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 160000 850 360 357 6.125 0 0 0.25 6.375 SMITHFIELD UT 84335 Single Family 160000 20060201 80.00 No MI 100016000000000000 2.25 20130101 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G01 149600 794.75 360 359 6.125 0 0 0.25 6.375 BIRMINGHAM AL 35214 Single Family 149600 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 92000 488.75 360 358 6.125 0 0 0.25 6.375 EAGLE MOUNTAIN UT 84043 PUD 92000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 124716.59 636.5742615 360 359 5.875 0 0 0.25 6.125 CHICOPEE MA 1020 Single Family 124720 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 143084 775.0383333 360 358 5.76 0.49 0 0.25 6.5 CHICAGO IL 60619 Single Family 143084 20060301 89.99 Republic MIC 100016000000000000 2.875 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 259093.32 1535.77 360 358 5.625 0 0 0.25 5.875 HUNTINGTON BEACH CA 92647 Single Family 259624 20060301 38.46 No MI 100016000000000000 2.25 20110201 10.875 2.135 2 First Lien N N 0 Prepay 360 60 N 20360201 CWHL
GROUP III G01 253600 1083.083333 360 358 4.875 0 0 0.25 5.125 LAS VEGAS NV 89149 PUD 253600 20060301 80.00 No MI 100134000000000000 2.25 20110201 10.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 289919.79 1419.398972 360 358 5.625 0 0 0.25 5.875 ELK GROVE CA 95758 Single Family 290000 20060301 63.04 No MI 100016000000000000 2.25 20130201 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 260000 1597.916667 360 358 7.125 0 0 0.25 7.375 TORRANCE CA 90502 Condominium 260000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 696000 3842.5 360 358 6.375 0 0 0.25 6.625 SANTA MONICA CA 90405 2-4 Family 696000 20060301 50.80 No MI 100016000000000000 2.25 20160201 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 216000 1372.5 360 358 7.375 0 0 0.25 7.625 TORRANCE CA 90502 Condominium 216000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 372000 1976.25 360 358 6.125 0 0 0.25 6.375 CHULA VISTA CA 91915 Condominium 372000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G05 125250 769.765625 360 359 7.125 0 0 0.25 7.375 COEUR D'ALENE ID 83815 PUD 125250 20060401 75.00 No MI 100016000000000000 2.25 20160301 12.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G04 519098.51 2541.419789 360 355 5.625 0 0 0.25 5.875 YORBA LINDA CA 92887 Single Family 519200 20051201 80.00 No MI 100110000000000000 2.25 20121101 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20351101 CWHL
GROUP III G04 552355.62 3049.463319 360 358 6.375 0 0 0.25 6.625 EAGLE CREEK OR 97022 Single Family 552500 20060301 65.00 No MI 100045000000000000 2.25 20130201 11.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 575000 3294.270833 360 358 6.625 0 0 0.25 6.875 SHINGLE SPRINGS CA 95682 PUD 575000 20060301 63.89 No MI 100188000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 646200 3971.4375 360 358 7.125 0 0 0.25 7.375 BONITA CA 91902 Single Family 646200 20060301 80.00 No MI 100016000000000000 2.25 20160201 12.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 74000 400.8333333 360 358 6.25 0 0 0.25 6.5 CHATTANOOGA TN 37415 Single Family 74000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 187992 1135.785 360 358 7 0 0 0.25 7.25 DAVIE FL 33314 Condominium 187992 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 219520 1349.133333 360 358 7.125 0 0 0.25 7.375 PALM COAST FL 32164 Single Family 219520 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 318400 1691.5 360 357 6.125 0 0 0.25 6.375 GERMANTOWN MD 20874 PUD 318400 20060201 80.00 No MI 100016000000000000 2.25 20110101 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G03 207500 1037.5 360 358 5.75 0 0 0.25 6 ATWATER CA 95301 Single Family 207500 20060301 80.00 No MI 100016000000000000 2.25 20130201 11 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G03 400000 2333.333333 360 358 6.75 0 0 0.25 7 CHULA VISTA CA 91914 PUD 400000 20060301 56.34 No MI 100016000000000000 2.25 20130201 12 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G03 283600 1418 360 358 5.75 0 0 0.25 6 SAN DIEGO CA 92128 Condominium 283600 20060301 80.00 No MI 100016000000000000 2.25 20130201 11 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 400000 2541.666667 360 359 7.375 0 0 0.25 7.625 KIHEI HI 96753 Condominium 400000 20060401 80.00 No MI 100016000000000000 2.25 20160301 12.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 286400 1521.5 360 357 6.125 0 0 0.25 6.375 SEATTLE WA 98105 Single Family 286400 20060201 80.00 No MI 100134000000000000 2.25 20110101 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 243000 1164.375 360 358 5.5 0 0 0.25 5.75 GRESHAM OR 97080 PUD 243000 20060301 90.00 United Guaranty 100016000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G04 517520 2803.233333 360 357 6.25 0 0 0.25 6.5 BRISTOW VA 20136 PUD 517520 20060201 80.00 No MI 100063000000000000 2.25 20130101 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G04 545468 3011.437917 360 357 6.375 0 0 0.25 6.625 WARRENTON VA 20187 PUD 545468 20060201 80.00 No MI 100063000000000000 2.25 20130101 11.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G05 433520 2438.55 360 358 6.5 0 0 0.25 6.75 KLAMATH FALLS OR 97601 PUD 433520 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 525000 2679.6875 360 356 5.875 0 0 0.25 6.125 ROSEVILLE CA 95747 PUD 525000 20060101 73.94 No MI 100016000000000000 2.25 20151201 11.125 2 2 First Lien N Y 120 Prepay 360 120 N 20351201 CWHL
GROUP III G05 487986.94 2898.54 360 356 5.625 0 0 0.25 5.875 CHINO HILLS CA 91709 Single Family 490000 20060101 65.33 No MI 100016000000000000 2.75 20151201 10.875 2 2 First Lien N N 0 Prepay 360 120 N 20351201 CWHL
GROUP III G01 190278.12 832.466775 360 357 5 0 0 0.25 5.25 BAKERSFIELD CA 93307 Single Family 190392 20060201 80.00 No MI 100016000000000000 2.25 20110101 10.25 2.5 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 166490 832.45 360 358 5.75 0 0 0.25 6 PORT SAINT LUCIE FL 34986 Condominium 166490 20060301 90.00 United Guaranty 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 237000 1259.0625 360 358 5.805 0.32 0 0.25 6.375 MERCED CA 95348 Condominium 237000 20060301 89.77 YES 100016000000000000 2.75 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 124000 671.6666667 360 358 6.25 0 0 0.25 6.5 SUMMERFIELD FL 34491 PUD 124000 20060301 80.00 No MI 100134000000000000 2.25 20160201 11.5 2.18 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G03 368000 2031.666667 360 359 6.375 0 0 0.25 6.625 BUENA PARK CA 90621 Single Family 368000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.625 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G04 445410 2691.01875 360 358 7 0 0 0.25 7.25 LAS VEGAS NV 89179 PUD 445410 20060301 80.00 No MI 100016000000000000 2.25 20130201 12.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G05 1832500 9544.270833 360 358 6 0 0 0.25 6.25 WINNETKA IL 60093 Single Family 1832500 20060301 61.60 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 518367 2807.82125 360 359 6.25 0 0 0.25 6.5 LA QUINTA CA 92253 PUD 518367 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G05 810929.09 4477.004351 360 358 6.375 0 0 0.25 6.625 HAMILTON VA 20158 Single Family 810930 20060301 75.00 No MI 100016000000000000 2.25 20160201 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 560000 3383.333333 360 357 7 0 0 0.25 7.25 NEW YORK CITY NY 10023 Condominium 560000 20060201 80.00 No MI 100016000000000000 2.25 20160101 12.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 CWHL
GROUP III G05 962213.7 5312.221469 360 357 6.375 0 0 0.25 6.625 IRVINE CA 92603 PUD 962213.7 20060201 70.00 No MI 100016000000000000 2.25 20160101 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360101 CWHL
GROUP III G04 748412 4833.494167 360 358 7.5 0 0 0.25 7.75 CORONA CA 92883 PUD 748412 20060301 80.00 No MI 100016000000000000 2.25 20130201 12.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 640000 3466.666667 360 358 6.25 0 0 0.25 6.5 ATLANTA GA 30331 PUD 640000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 508219 3070.489792 360 358 7 0 0 0.25 7.25 PALM DESERT CA 92211 PUD 508219 20060301 80.00 No MI 100016000000000000 2.25 20160201 12.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G04 512940 3045.58125 360 358 6.875 0 0 0.25 7.125 OXNARD CA 93030 Single Family 512940 20060301 80.00 No MI 100016000000000000 2.25 20130201 12.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 435000 2673.4375 360 357 7.125 0 0 0.25 7.375 SAN FRANCISCO CA 94132 Single Family 435000 20060201 51.18 No MI 100016000000000000 2.25 20160101 12.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 CWHL
GROUP III G05 608000 3040 360 359 5.75 0 0 0.25 6 MIAMI FL 33133 Condominium 608000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G05 479051.87 2994.85 360 358 6.125 0 0 0.25 6.375 AUSTIN TX 78738 PUD 480044 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N N 0 Prepay 360 120 N 20360201 CWHL
GROUP III G05 950000 4947.916667 360 358 6 0 0 0.25 6.25 WOODCLIFF LAKE NJ 7677 Single Family 950000 20060301 66.34 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G04 799200 3829.5 360 358 5.5 0 0 0.25 5.75 NEW YORK NY 10016 Condominium 799200 20060301 80.00 No MI 100016000000000000 2.25 20130201 10.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 520000 2870.833333 360 357 6.375 0 0 0.25 6.625 SOUTH SAN FRANCISCO CA 94080 Single Family 520000 20060201 80.00 No MI 100016000000000000 2.25 20130101 11.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G05 574000 3049.375 360 358 6.125 0 0 0.25 6.375 CHULA VISTA CA 91914 PUD 574000 20060301 63.78 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 528000 2860 360 358 6.25 0 0 0.25 6.5 REDONDO BEACH CA 90277 Condominium 528000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 534500 2616.822917 360 358 5.625 0 0 0.25 5.875 SAN FRANCISCO CA 94109 Condominium 534500 20060301 79.78 No MI 100016000000000000 2.25 20160201 10.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G03 141200 750.125 360 358 6.125 0 0 0.25 6.375 BOISE ID 83709 PUD 141200 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 286400 1760.166667 360 358 7.125 0 0 0.25 7.375 NAPLES FL 34112 Condominium 286400 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 267176.27 1585.32 360 357 5.235 0.39 0 0.25 5.875 MACON GA 31216 PUD 268000 20060201 88.45 Republic MIC 100016000000000000 2.75 20110101 10.875 2 2 First Lien N N 0 No_PP 360 60 N 20360101 CWHL
GROUP III G01 245595.31 1227.97655 360 358 5.75 0 0 0.25 6 ENUMCLAW WA 98022 PUD 245600 20060301 80.00 No MI 100016000000000000 2.25 20110201 11 2.11 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 200000 1187.5 360 358 6.875 0 0 0.25 7.125 HOMESTEAD FL 33033 Single Family 200000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 231097 1444.35625 360 357 6.63 0.62 0 0.25 7.5 LAS VEGAS NV 89129 PUD 231097 20060201 95.00 GE Capital MI 100016000000000000 3.125 20130101 12.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G03 270879.27 1692.995438 360 357 6.51 0.74 0 0.25 7.5 VICTORVILLE CA 92392 Single Family 270900 20060201 94.99 GE Capital MI 100016000000000000 3.25 20130101 12.5 2.255 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G03 177879 1130.272813 360 359 7.375 0 0 0.25 7.625 LAS VEGAS NV 89120 Condominium 177879 20060401 90.00 United Guaranty 100016000000000000 2.25 20130301 12.625 2.26 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G03 286900 1673.583333 360 359 6.13 0.62 0 0.25 7 MILWAUKIE OR 97222 Single Family 286900 20060401 95.00 GE Capital MI 100016000000000000 3.125 20130301 12 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G04 318250 1955.911458 360 359 6.505 0.62 0 0.25 7.375 HIALEAH FL 33015 Single Family 318250 20060401 95.00 GE Capital MI 100016000000000000 3.125 20130301 12.375 2.255 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G02 244800 1453.5 360 358 6.875 0 0 0.25 7.125 HOLLYWOOD FL 33020 Single Family 244800 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.125 2.255 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 400000 2166.666667 360 359 6.25 0 0 0.25 6.5 HELENA MT 59601 Single Family 400000 20060401 32.65 No MI 100134000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 412000 2188.75 360 358 6.125 0 0 0.25 6.375 WHITTIER CA 90603 Single Family 412000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 180000 1068.75 360 359 6.875 0 0 0.25 7.125 PITTSBORO NC 27312 PUD 180000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 107120 647.1833333 360 358 7 0 0 0.25 7.25 TAMPA FL 33614 Condominium 107120 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 421801.88 2548.386358 360 359 7 0 0 0.25 7.25 WAILUKU HI 96793 Single Family 423300 20060401 55.70 No MI 100134000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 327997 1742.484063 360 357 6.125 0 0 0.25 6.375 LOS ANGELES CA 90044 Single Family 328000 20060201 80.00 No MI 100016000000000000 2.25 20110101 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G05 375543 1838.595938 360 359 5.625 0 0 0.25 5.875 ESTERO FL 33928 PUD 376893 20060401 90.00 United Guaranty 100016000000000000 2.25 20160301 10.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 168750 931.640625 360 357 6.375 0 0 0.25 6.625 ROYAL OAK MI 48067 2-4 Family 168750 20060201 75.00 No MI 100016000000000000 2.25 20110101 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 131575 822.34375 360 359 7.25 0 0 0.25 7.5 BATON ROUGE LA 70817 Single Family 131575 20060401 95.00 Radian Guaranty 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 170400 816.5 360 358 5.5 0 0 0.25 5.75 HIAWASSEE GA 30546 PUD 170400 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 108960 556.15 360 358 5.875 0 0 0.25 6.125 DALLAS GA 30157 PUD 108960 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 247920 1291.25 360 358 6 0 0 0.25 6.25 WAYNESBORO VA 22980 Single Family 247920 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 183829.58 1147.92 360 359 6.125 0 0 0.25 6.375 GALWAY NY 12074 Single Family 184000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.375 2 2 First Lien N N 0 No_PP 360 84 N 20360301 CWHL
GROUP III G02 207884.33 1126.040121 360 357 6.25 0 0 0.25 6.5 LAKE MARY FL 32746 PUD 207920 20060201 80.00 No MI 100134000000000000 2.25 20110101 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 145000 830.7291667 360 358 6.625 0 0 0.25 6.875 ESPARTO CA 95627 Single Family 145000 20060301 48.33 No MI 100016000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 153592 863.955 360 358 6.5 0 0 0.25 6.75 BLUFFTON SC 29910 Condominium 153592 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 356000 1965.416667 360 358 6.375 0 0 0.25 6.625 KANEOHE HI 96744 Single Family 356000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 212000 1214.583333 360 358 6.625 0 0 0.25 6.875 MIAMI FL 33055 Single Family 212000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G03 399875 2499.21875 360 358 7.25 0 0 0.25 7.5 LONG BEACH CA 90805 2-4 Family 400000 20060301 80.00 No MI 100016000000000000 2.25 20130201 12.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 162692 711.7775 360 359 5 0 0 0.25 5.25 DUBLIN OH 43016 PUD 162692 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 90000 534.375 360 357 6.875 0 0 0.25 7.125 AKRON OH 44320 Single Family 90000 20060201 90.00 United Guaranty 100016000000000000 2.25 20110101 12.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G05 126072 682.89 360 357 6.25 0 0 0.25 6.5 EL PASO TX 79938 Single Family 126072 20060201 80.00 No MI 100016000000000000 2.25 20160101 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360101 CWHL
GROUP III G01 188946.84 1062.825975 360 359 6.01 0.49 0 0.25 6.75 ARPIN WI 54410 Single Family 189000 20060401 90.00 Republic MIC 100016000000000000 2.875 20110301 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 139300 769.0520833 360 359 6.375 0 0 0.25 6.625 PORT SAINT LUCIE FL 34953 PUD 139300 20060401 79.99 No MI 100016000000000000 2.25 20110301 11.625 2.135 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G02 176000 1008.333333 360 358 6.625 0 0 0.25 6.875 TAMARAC FL 33321 Single Family 176000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 236000 1278.333333 360 358 6.25 0 0 0.25 6.5 SPARKS NV 89436 PUD 236000 20060301 66.48 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 138000 848.125 360 357 7.125 0 0 0.25 7.375 LAS VEGAS NV 89128 Condominium 138000 20060201 80.00 No MI 100016000000000000 2.25 20130101 12.375 2 2 First Lien N Y 84 Prepay 360 84 N 20360101 CWHL
GROUP III G03 360000 1800 360 359 5.75 0 0 0.25 6 FORT COLLINS CO 80524 Single Family 360000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 189957.4 929.9997708 360 357 5.135 0.49 0 0.25 5.875 SEFFNER FL 33584 PUD 190000 20060201 88.37 Republic MIC 100016000000000000 2.875 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G03 80896.6 421.3364583 360 359 6 0 0 0.25 6.25 PALM BAY FL 32907 Single Family 81000 20060401 50.63 No MI 100016000000000000 2.25 20130301 11.25 2.135 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 170950 801.328125 360 357 4.885 0.49 0 0.25 5.625 HARRIETTA MI 49638 Single Family 171000 20060201 90.00 Republic MIC 100016000000000000 2.875 20110101 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G03 464553.22 2419.548021 360 358 6 0 0 0.25 6.25 AIEA HI 96701 2-4 Family 467000 20060301 70.76 No MI 100016000000000000 2.25 20130201 11.25 2.135 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 204000 998.75 360 358 5.625 0 0 0.25 5.875 CHESAPEAKE VA 23320 Single Family 204000 20060301 73.38 No MI 100016000000000000 2.25 20160201 10.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 107088.29 659.99 360 359 6 0 0 0.25 6.25 PHOENIX AZ 85048 Condominium 107190 20060401 62.00 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N N 0 Prepay 360 120 N 20360301 CWHL
GROUP III G01 159919.2 932.862 360 358 6.75 0 0 0.25 7 LAS VEGAS NV 89123 Condominium 159920 20060301 80.00 No MI 100016000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 307990.55 1315.376307 360 358 4.875 0 0 0.25 5.125 HESPERIA CA 92345 Single Family 308000 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 157600 1001.416667 360 359 7.375 0 0 0.25 7.625 SKOKIE IL 60077 Condominium 157600 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 268275 1648.773438 360 358 7.125 0 0 0.25 7.375 POMONA CA 91768 Condominium 268275 20060301 70.00 No MI 100016000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 417000 2085 360 358 5.75 0 0 0.25 6 PHOENIX AZ 85085 PUD 417000 20060301 77.06 No MI 100016000000000000 2.25 20160201 11 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 360000 1762.5 360 358 5.625 0 0 0.25 5.875 PORT O CONNOR TX 77982 Single Family 360000 20060301 79.12 No MI 100016000000000000 2.25 20160201 10.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G02 278000 1390 360 358 5.62 0.13 0 0.25 6 BOWIE MD 20715 Single Family 278000 20060301 83.86 PMI 100134000000000000 2.625 20110201 11 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G05 354296.09 2185.8 360 358 6 0 0 0.25 6.25 GARDENA CA 90247 Single Family 355000 20060301 63.39 No MI 100016000000000000 2.25 20160201 11.25 2.245 2 First Lien N N 0 Prepay 360 120 N 20360201 CWHL
GROUP III G03 306900 1630.40625 360 358 6.125 0 0 0.25 6.375 REDMOND WA 98052 Single Family 307000 20060301 68.22 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G03 264000 1567.5 360 359 6.875 0 0 0.25 7.125 ZIONSVILLE PA 18092 Single Family 264000 20060401 80.00 No MI 100016000000000000 2.25 20130301 12.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G05 173548.83 1048.524181 360 358 7 0 0 0.25 7.25 NORTH MIAMI FL 33168 Single Family 173600 20060301 80.00 No MI 100016000000000000 2.25 20160201 12.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 260000 1354.166667 360 359 6 0 0 0.25 6.25 ANAHEIM CA 92802 Condominium 260000 20060401 70.27 No MI 100016000000000000 2.25 20110301 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 174500 908.8541667 360 358 6 0 0 0.25 6.25 HOOPER UT 84315 Single Family 174500 20060301 54.79 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 372200 1744.6875 360 359 5.375 0 0 0.25 5.625 WHITTIER CA 90601 Single Family 372200 20060401 67.67 No MI 100016000000000000 2.25 20110301 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 127600 664.5833333 360 358 6 0 0 0.25 6.25 GRAYSON GA 30017 PUD 127600 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 250960 1490.075 360 357 6.875 0 0 0.25 7.125 VICTORVILLE CA 92394 Single Family 250960 20060201 80.00 No MI 100134000000000000 2.25 20110101 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G05 524999.98 2624.9999 360 358 5.75 0 0 0.25 6 BROOKLYN NY 11218 2-4 Family 525000 20060301 61.76 No MI 100016000000000000 2.25 20160201 11 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 252000 1260 360 359 5.75 0 0 0.25 6 LAS VEGAS NV 89130 Single Family 252000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 229250 1146.25 360 358 5.26 0.49 0 0.25 6 LAS VEGAS NV 89130 Single Family 229250 20060301 86.51 Republic MIC 100016000000000000 2.875 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 177600 1054.5 360 359 6.875 0 0 0.25 7.125 LAS VEGAS NV 89115 Single Family 177600 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.125 2.135 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 186000 1046.25 360 358 6.5 0 0 0.25 6.75 KISSIMMEE FL 34746 Single Family 186000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 152000 950 360 357 7.25 0 0 0.25 7.5 ARIZONA CITY AZ 85223 Single Family 152000 20060201 80.00 No MI 100134000000000000 2.25 20110101 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 88720 499.05 360 358 6.5 0 0 0.25 6.75 TAMPA FL 33614 Condominium 88720 20060301 80.00 No MI 100134000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 83920 507.0166667 360 358 7 0 0 0.25 7.25 TAMPA FL 33614 Condominium 83920 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 181000 942.7083333 360 358 6 0 0 0.25 6.25 HIGHLAND CA 92346 Single Family 181000 20060301 56.56 No MI 100016000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 404000 2020 360 358 5.75 0 0 0.25 6 GRAND TERRACE CA 92313 Single Family 404000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 135900 835.21875 360 358 7.125 0 0 0.25 7.375 LAS VEGAS NV 89145 Condominium 135900 20060301 79.95 No MI 100134000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 312000 1657.5 360 358 6.125 0 0 0.25 6.375 NORCO CA 92860 Single Family 312000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 296250 1851.5625 360 359 7.25 0 0 0.25 7.5 SAINT PAUL MN 55106 2-4 Family 296250 20060401 75.00 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 98800 566.0416667 360 357 6.625 0 0 0.25 6.875 MEMPHIS TN 38125 Single Family 98800 20060201 79.68 No MI 100016000000000000 2.25 20160101 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360101 CWHL
GROUP III G01 412000 1974.166667 360 358 5.5 0 0 0.25 5.75 COLLEGE GROVE TN 37046 Single Family 412000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 159040 927.7333333 360 358 6.75 0 0 0.25 7 PHOENIX AZ 85054 Condominium 159040 20060301 80.00 No MI 100016000000000000 2.25 20110201 12 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G05 115000 658.8541667 360 358 6.625 0 0 0.25 6.875 COMPTON CA 90221 2-4 Family 115000 20060301 28.33 No MI 100016000000000000 2.25 20160201 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 185119.96 1079.866433 360 358 6.75 0 0 0.25 7 DAVENPORT FL 33896 Condominium 185120 20060301 80.00 No MI 100016000000000000 2.25 20110201 12 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G05 388800 2025 360 358 6 0 0 0.25 6.25 PITTSBURG CA 94565 Single Family 388800 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G02 150350 908.3645833 360 359 7 0 0 0.25 7.25 POMPANO BEACH FL 33069 Condominium 150350 20060401 79.98 No MI 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 100800 619.5 360 358 7.125 0 0 0.25 7.375 ROLLING MEADOWS IL 60008 Condominium 100800 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 157214.46 995.51 360 358 6.25 0 0 0.25 6.5 CENTREVILLE VA 20120 PUD 157500 20060301 28.00 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G04 444000 2636.25 360 357 6.875 0 0 0.25 7.125 LIVERMORE CA 94551 Single Family 444000 20060201 80.00 No MI 100016000000000000 2.25 20130101 12.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G04 440000 2200 360 358 5.75 0 0 0.25 6 VISTA CA 92084 Single Family 440000 20060301 78.57 No MI 100016000000000000 2.25 20130201 11 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G04 540000 3150 360 357 6.75 0 0 0.25 7 SHERMAN OAKS CA 91423 Single Family 540000 20060201 80.00 No MI 100016000000000000 2.25 20130101 12 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G04 998000 5405.833333 360 358 6.25 0 0 0.25 6.5 HOLUALOA HI 96725 Single Family 998000 20060301 64.39 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G05 521600 3042.666667 360 358 6.75 0 0 0.25 7 LOS ANGELES CA 91364 Single Family 521600 20060301 80.00 No MI 100016000000000000 2.25 20160201 12 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G03 188000 940 360 358 5.75 0 0 0.25 6 WASHINGTON DC 20017 Single Family 188000 20060301 41.78 No MI 100016000000000000 2.25 20130201 11 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 260000 1218.75 360 358 5.375 0 0 0.25 5.625 ATWATER CA 95301 Single Family 260000 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 159444.65 1063.42 360 357 6.75 0 0 0.25 7 KISSIMMEE FL 34759 PUD 159840 20060201 75.00 No MI 100134000000000000 2.25 20160101 12 2 2 First Lien N N 0 Prepay 360 120 N 20360101 CWHL
GROUP III G01 178989.13 1174.616166 360 358 7.095 0.53 0 0.25 7.875 WOODS CROSS UT 84087 Single Family 179000 20060301 83.26 PMI 100016000000000000 3.125 20110201 12.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 244000 1474.166667 360 358 7 0 0 0.25 7.25 POMPANO BEACH FL 33064 Single Family 244000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 2.345 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G03 320000 1700 360 358 6.125 0 0 0.25 6.375 SANTA ANA CA 92702 Condominium 320000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 130455 625.096875 360 358 5.5 0 0 0.25 5.75 BLACKLICK OH 43004 Single Family 130455 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 186400 1126.166667 360 359 7 0 0 0.25 7.25 YPSILANTI MI 48197 Single Family 186400 20060401 79.32 No MI 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 229000 1240.416667 360 359 6.25 0 0 0.25 6.5 SANTA MONICA CA 90404 Single Family 229000 20060401 30.53 No MI 100016000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 166234.75 1178.31 360 358 7.375 0 0 0.25 7.625 PHOENIX AZ 85054 Condominium 166476.5 20060301 66.30 No MI 100016000000000000 2.25 20110201 13.625 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G03 334400 1776.5 360 358 6.125 0 0 0.25 6.375 SAN MARCOS CA 92069 Single Family 334400 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G03 111552 697.2 360 358 7.25 0 0 0.25 7.5 TOMBALL TX 77377 PUD 111552 20060301 80.00 No MI 100016000000000000 2.25 20130201 12.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 199000 995 360 359 5.75 0 0 0.25 6 COLUMBIA MD 21045 Single Family 200000 20060401 32.47 No MI 100016000000000000 2.25 20110301 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G04 138764.9 844.58 360 359 5.875 0 0 0.25 6.125 VENICE FL 34293 Single Family 139000 20060401 60.43 No MI 100016000000000000 2.25 20130301 11.125 2 2 First Lien N N 0 Prepay 360 84 N 20360301 CWHL
GROUP III G03 110000 641.6666667 360 358 6.75 0 0 0.25 7 LOS ANGELES CA 90022 Single Family 110000 20060301 23.40 No MI 100016000000000000 2.25 20130201 12 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 1225000 6507.8125 360 358 6.125 0 0 0.25 6.375 LOS OLIVOS CA 93441 Single Family 1225000 20060301 70.00 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 878553.14 5854.66 360 358 6.75 0 0 0.25 7 PANAMA CITY BEACH FL 32408 Condominium 880000 20060301 80.00 No MI 100016000000000000 2.25 20160201 12 2 2 First Lien N N 0 Prepay 360 120 N 20360201 CWHL
GROUP III G04 639100 3528.364583 360 358 6.375 0 0 0.25 6.625 KAPOLEI HI 96707 PUD 639200 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 1143750 7386.71875 360 357 7.5 0 0 0.25 7.75 LOS ANGELES CA 90210 Single Family 1143750 20060201 75.00 No MI 100016000000000000 2.25 20130101 12.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G05 503017.78 3062.36 360 358 5.875 0 0 0.25 6.125 LOS ANGELES CA 90012 Condominium 504000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.125 2 2 First Lien N N 0 No_PP 360 120 N 20360201 CWHL
GROUP III G04 265144.06 1792.09 360 357 6.875 0 0 0.25 7.125 HOUSTON TX 77008 2-4 Family 266000 20060201 70.00 No MI 100134000000000000 2.25 20130101 12.125 2 2 First Lien N N 0 Prepay 360 84 N 20360101 CWHL
GROUP III G05 190400 932.1666667 360 358 5.625 0 0 0.25 5.875 BERKELEY IL 60163 Single Family 190400 20060301 80.00 No MI 100016000000000000 2.25 20160201 10.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 368499.12 2034.422225 360 358 6.375 0 0 0.25 6.625 SIERRA VISTA AZ 85635 Single Family 368500 20060301 76.77 No MI 100016000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 84913.34 502.81 360 359 5.625 0 0 0.25 5.875 NEWTON MA 2458 Condominium 85000 20060401 26.98 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N N 0 No_PP 360 60 N 20360301 CWHL
GROUP III G01 200600 835.8333333 360 359 4.75 0 0 0.25 5 DORCHESTER MA 2124 Condominium 200600 20060401 80.00 No MI 100016000000000000 2.25 20110301 10 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 358400 1605.333333 360 358 5.125 0 0 0.25 5.375 CORONA CA 92879 Single Family 358400 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 277956 1360.82625 360 358 5.625 0 0 0.25 5.875 OLIVEHURST CA 95961 Single Family 277956 20060301 80.00 No MI 100134000000000000 2.25 20130201 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 368000 2223.333333 360 358 7 0 0 0.25 7.25 CORONA CA 92879 Condominium 368000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 120000 650 360 358 6.25 0 0 0.25 6.5 TUCSON AZ 85719 Single Family 120000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G03 285000 1514.0625 360 358 6.125 0 0 0.25 6.375 PASADENA CA 91107 Condominium 285000 20060301 75.00 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 173093 631.0682292 360 358 4.125 0 0 0.25 4.375 HAMILTON OH 45011 PUD 173093 20060301 80.00 No MI 100016000000000000 2.25 20110201 9.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 176000 916.6666667 360 357 6 0 0 0.25 6.25 LAUDERDALE MN 55113 Single Family 176000 20060201 80.00 No MI 100016000000000000 2.25 20130101 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G01 143080 521.6458333 360 359 4.125 0 0 0.25 4.375 LEWIS CENTER OH 43035 PUD 143080 20060401 80.00 No MI 100016000000000000 2.25 20110301 9.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 606519.64 4195.85 360 358 7.125 0 0 0.25 7.375 CHICAGO IL 60660 2-4 Family 607500 20060301 75.00 No MI 100134000000000000 2.25 20130201 12.375 2 2 First Lien N N 0 No_PP 360 84 N 20360201 CWHL
GROUP III G03 327000 1737.1875 360 358 6.125 0 0 0.25 6.375 TRABUCO CANYON CA 92679 Condominium 327200 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 320000 1966.666667 360 358 7.125 0 0 0.25 7.375 SUNNY ISLES BEACH FL 33160 Condominium 320000 20060301 73.56 No MI 100016000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 316995.73 1955.52 360 358 6 0 0 0.25 6.25 LAS VEGAS NV 89146 PUD 317600 20060301 80.00 No MI 100134000000000000 2.25 20110201 11.25 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G01 320150 2000.9375 360 359 7.25 0 0 0.25 7.5 ROYAL PALM BEACH FL 33411 PUD 320150 20060401 79.99 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 135990 849.9375 360 359 7.25 0 0 0.25 7.5 ORLANDO FL 32822 Condominium 135990 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G02 196792 1168.4525 360 359 6.875 0 0 0.25 7.125 WINTER GARDEN FL 34787 Condominium 196792 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G02 196792 1209.450833 360 358 7.125 0 0 0.25 7.375 WINTER GARDEN FL 34787 Condominium 196792 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 264000 1430 360 358 6.25 0 0 0.25 6.5 MIAMI FL 33131 Condominium 264000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 235572.15 1491.68 360 358 6.25 0 0 0.25 6.5 WESTFIELD MA 1085 Single Family 236000 20060301 67.43 No MI 100016000000000000 2.25 20160201 11.5 2 2 First Lien N N 0 No_PP 360 120 N 20360201 CWHL
GROUP III G01 372000 1898.75 360 358 5.875 0 0 0.25 6.125 PITTSBURG CA 94565 Single Family 372000 20060301 80.00 No MI 100134000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G04 495100.79 3135.06 360 358 6.25 0 0 0.25 6.5 UNION CITY CA 94587 Single Family 496000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N N 0 Prepay 360 84 N 20360201 CWHL
GROUP III G04 496500 2844.53125 360 357 6.625 0 0 0.25 6.875 HENDERSON NV 89015 PUD 496500 20060201 80.00 No MI 100016000000000000 2.25 20130101 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G04 490000 2654.166667 360 358 6.25 0 0 0.25 6.5 LAKE FOREST CA 92630 Single Family 490000 20060301 83.05 United Guaranty 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G04 504000 2625 360 358 6 0 0 0.25 6.25 CASTROVILLE CA 95012 Single Family 504000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G05 480028 3200.186667 360 358 7.75 0 0 0.25 8 LAS VEGAS NV 89113 PUD 480028 20060301 80.00 No MI 100016000000000000 2.25 20160201 13 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G03 319185 1595.925 360 359 5.75 0 0 0.25 6 VISTA CA 92083 PUD 319185 20060401 67.20 No MI 100016000000000000 2.25 20130301 11 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G05 120000 687.5 360 359 6.625 0 0 0.25 6.875 PHOENIX AZ 85017 PUD 120000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 292400 1492.458333 360 358 5.875 0 0 0.25 6.125 TEMECULA CA 92592 Single Family 292400 20060301 80.00 No MI 100134000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 210902 1120.416875 360 358 6.125 0 0 0.25 6.375 SOUTH OZONE PARK NY 11420 Single Family 210902 20060301 49.05 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 200000 1145.833333 360 359 6.625 0 0 0.25 6.875 POLSON MT 59860 Single Family 200000 20060401 59.32 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 184639.46 1124.08 360 358 5.875 0 0 0.25 6.125 MIAMI FL 33186 Single Family 185000 20060301 57.81 No MI 100016000000000000 2.25 20110201 11.125 2 2 First Lien N N 0 Prepay 360 60 N 20360201 CWHL
GROUP III G05 412000 2231.666667 360 359 6.25 0 0 0.25 6.5 CHANDLER AZ 85249 PUD 412000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G05 199448.5 1231.43 360 358 6 0 0 0.25 6.25 RENO NV 89509 Single Family 200000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N N 0 Prepay 360 120 N 20360201 CWHL
GROUP III G05 244000 1118.333333 360 358 5.25 0 0 0.25 5.5 LAS VEGAS NV 89131 PUD 244000 20060301 80.00 No MI 100016000000000000 2.25 20160201 10.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G03 354410 1882.803125 360 359 6.125 0 0 0.25 6.375 FRISCO TX 75034 PUD 354410 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G03 391300 1997.260417 360 358 5.875 0 0 0.25 6.125 SAN DIEGO CA 92108 Condominium 391300 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.125 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 600000 3687.5 360 358 7.125 0 0 0.25 7.375 WAILUKU HI 96793 Single Family 600000 20060301 75.00 No MI 100016000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 125804 681.4383333 360 358 6.25 0 0 0.25 6.5 MANOR TX 78653 PUD 125804 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G05 152684 811.13375 360 355 6.125 0 0 0.25 6.375 WOODSTOCK GA 30189 PUD 152684 20051201 80.00 No MI 100134000000000000 2.25 20151101 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20351101 CWHL
GROUP III G01 180100 1144.385417 360 357 7.375 0 0 0.25 7.625 CAPE CORAL FL 33991 Single Family 180100 20060201 80.00 No MI 100016000000000000 2.25 20110101 12.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 357600 1974.25 360 355 6.375 0 0 0.25 6.625 NORWALK CT 6854 Single Family 357600 20051201 80.00 No MI 100016000000000000 2.25 20101101 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20351101 CWHL
GROUP III G01 357114 1897.168125 360 359 6.125 0 0 0.25 6.375 BOTHELL WA 98012 PUD 357114 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 311350 1751.34375 360 357 6.5 0 0 0.25 6.75 HESPERIA CA 92345 Single Family 311350 20060201 79.99 No MI 100016000000000000 2.25 20110101 11.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 239999.99 1199.99995 360 355 5.42 0.33 0 0.25 6 LAS VEGAS NV 89149 PUD 240000 20051201 87.59 PMI 100016000000000000 2.75 20101101 11 2 2 First Lien N Y 60 No_PP 360 60 N 20351101 CWHL
GROUP III G04 1190892.56 6907.88 360 353 5.375 0 0 0.25 5.625 CLARENDON HILLS IL 60514 Single Family 1200000 20051001 80.00 No MI 100016000000000000 2.25 20120901 10.625 2.17 2 First Lien N N 0 No_PP 360 84 N 20350901 CWHL
GROUP III G05 466088 2378.990833 360 358 5.875 0 0 0.25 6.125 SAN MARCOS CA 92069 PUD 466088 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.125 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G05 680000 3754.166667 360 358 6.375 0 0 0.25 6.625 LA QUINTA CA 92253 PUD 680000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G05 425173.6 2303.023667 360 356 6.25 0 0 0.25 6.5 SANTA CLARITA CA 91354 Single Family 425173.6 20060101 79.92 No MI 100016000000000000 2.25 20151201 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20351201 CWHL
GROUP III G05 439894.98 2428.586869 360 358 6.375 0 0 0.25 6.625 UPLAND CA 91786 PUD 440046 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G03 130960 709.3666667 360 356 6.25 0 0 0.25 6.5 DALLAS OR 97338 Single Family 130960 20060101 80.00 No MI 100016000000000000 2.25 20121201 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20351201 CWHL
GROUP III G01 162000 658.125 360 358 4.625 0 0 0.25 4.875 GREENFIELD CA 93927 Single Family 162000 20060301 35.57 No MI 2.25 20110201 9.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 331813.72 1762.760388 360 359 6.125 0 0 0.25 6.375 MURRIETA CA 92562 PUD 331850 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G05 539929.88 2868.377488 360 358 6.125 0 0 0.25 6.375 KIHEI HI 96753 Condominium 540000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G03 408800 2086.583333 360 356 5.875 0 0 0.25 6.125 SEATTLE WA 98146 Single Family 410000 20060101 68.33 No MI 100016000000000000 2.25 20121201 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20351201 CWHL
GROUP III G01 184900 905.2395833 360 357 5.495 0.13 0 0.25 5.875 ALLEN PARK MI 48101 Single Family 185000 20060201 84.09 PMI 100016000000000000 2.625 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G02 200000 1083.333333 360 357 6.25 0 0 0.25 6.5 ORLANDO FL 32837 PUD 200000 20060201 80.00 No MI 100016000000000000 2.25 20110101 11.5 2.245 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G02 153520 911.525 360 359 6.875 0 0 0.25 7.125 ORLANDO FL 32839 Condominium 153520 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G02 368000 2031.666667 360 358 6.375 0 0 0.25 6.625 OAKLAND PARK FL 33334 PUD 368000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 205592 1177.870833 360 357 6.625 0 0 0.25 6.875 PORT SAINT LUCIE FL 34986 Condominium 205592 20060201 80.00 No MI 100016000000000000 2.25 20110101 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 83884.28 533.0146958 360 356 7.375 0 0 0.25 7.625 OAKLAND PARK FL 33334 Condominium 83920 20060101 80.00 No MI 100016000000000000 2.25 20101201 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 CWHL
GROUP III G01 63750 332.03125 360 357 6 0 0 0.25 6.25 LORAIN OH 44052 Single Family 63750 20060201 75.00 No MI 100016000000000000 2.25 20110101 11.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 326328 1597.6475 360 359 5.625 0 0 0.25 5.875 SAN BERNARDINO CA 92407 Single Family 326328 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 238400 1365.833333 360 355 6.625 0 0 0.25 6.875 SAN DIEGO CA 92128 Condominium 238400 20051201 80.00 No MI 100016000000000000 2.25 20101101 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20351101 CWHL
GROUP III G05 184000 1015.833333 360 355 6.375 0 0 0.25 6.625 DENVER CO 80236 Single Family 184000 20051201 80.00 No MI 100016000000000000 2.25 20151101 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20351101 CWHL
GROUP III G03 87300 454.6875 360 357 6 0 0 0.25 6.25 WACO TX 76706 Single Family 87300 20060201 90.00 Republic MIC 100016000000000000 2.25 20130101 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G01 329591.77 1682.291326 360 358 5.875 0 0 0.25 6.125 NAGS HEAD NC 27959 Single Family 329600 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 175920 916.25 360 359 6 0 0 0.25 6.25 DAVENPORT FL 33896 Condominium 175920 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G05 201961.74 1093.959425 360 359 6.25 0 0 0.25 6.5 SACRAMENTO CA 95820 Single Family 202000 20060401 67.56 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G02 252000 1443.75 360 358 6.625 0 0 0.25 6.875 SARASOTA FL 34239 Single Family 252000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 299996.78 1687.481888 360 358 6.5 0 0 0.25 6.75 MORENO VALLEY CA 92557 Single Family 300000 20060301 67.42 No MI 100016000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 211900 1302.302083 360 358 7.125 0 0 0.25 7.375 YUCAIPA CA 92399 Single Family 211900 20060301 79.99 No MI 100016000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 170391.2 976.1995833 360 357 6.625 0 0 0.25 6.875 ESCONDIDO CA 92027 Condominium 170392 20060201 80.00 No MI 100016000000000000 2.25 20110101 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G05 80100 483.9375 360 357 7 0 0 0.25 7.25 TULSA OK 74112 Single Family 80100 20060201 90.00 Republic MIC 100016000000000000 2.25 20160101 12.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360101 CWHL
GROUP III G05 215096.48 1165.105933 360 355 6.25 0 0 0.25 6.5 BAKERSFIELD CA 93304 Single Family 215200 20051201 80.00 No MI 100016000000000000 2.25 20151101 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20351101 CWHL
GROUP III G01 300000 1687.5 360 358 6.5 0 0 0.25 6.75 LOS ANGELES CA 90062 Single Family 300000 20060301 80.00 No MI 100034000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 392000 1796.666667 360 358 5.25 0 0 0.25 5.5 CAVE JUNCTION OR 97523 Single Family 392000 20060301 80.00 No MI 100110000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 92000 507.9166667 360 359 6.375 0 0 0.25 6.625 WALTERBORO SC 29488 Single Family 92000 20060401 80.00 No MI 100074000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 147372.33 933.19 360 358 6.25 0 0 0.25 6.5 CENTER BARNSTEAD NH 3225 Single Family 147640 20060301 80.00 No MI 100400000000000000 2.25 20110201 11.5 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G01 320000 1666.666667 360 358 6 0 0 0.25 6.25 SEBASTOPOL CA 95472 Single Family 320000 20060301 43.24 No MI 100074000000000000 3.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 237862 1461.860208 360 358 7.125 0 0 0.25 7.375 QUEEN CREEK AZ 85243 PUD 237862 20060301 90.00 Mortgage Guaranty In 100063000000000000 2.25 20110201 12.375 3 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 252000 1365 360 358 6.25 0 0 0.25 6.5 SISTERS OR 97759 PUD 252000 20060301 80.00 No MI 100307000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 356769 1821.008438 360 358 5.875 0 0 0.25 6.125 REDLANDS CA 92373 PUD 356769 20060301 80.00 No MI 100063000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 238267.65 1315.435984 360 357 6.375 0 0 0.25 6.625 NORTH LAS VEGAS NV 89081 PUD 238400 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 245350 1431.208333 360 357 6.75 0 0 0.25 7 SURPRISE AZ 85379 PUD 245350 20060201 80.00 No MI 100063000000000000 2.25 20110101 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 159926 782.9710417 360 358 5.625 0 0 0.25 5.875 BRIGHTON CO 80601 PUD 159926 20060301 80.00 No MI 100063000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 185550 966.40625 360 358 6 0 0 0.25 6.25 TOLLESON AZ 85353 PUD 185550 20060301 79.99 No MI 100063000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 241600 1359 360 358 6.5 0 0 0.25 6.75 LAS VEGAS NV 89139 PUD 241600 20060301 80.00 No MI 100063000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 126500 658.8541667 360 357 6 0 0 0.25 6.25 TOQUERVILLE UT 84774 Single Family 126500 20060201 60.82 No MI 100205000000000000 2.25 20160101 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 CWHL
GROUP III G01 169564 989.1233333 360 358 6.75 0 0 0.25 7 SURPRISE AZ 85379 PUD 169564 20060301 80.00 No MI 100063000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 200000 1062.5 360 358 6.125 0 0 0.25 6.375 NORTH LAS VEGAS NV 89081 PUD 200000 20060301 61.79 No MI 100063000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 203790 1082.634375 360 358 6.125 0 0 0.25 6.375 EAGLE MOUNTAIN UT 84043 Single Family 203790 20060301 90.00 PMI 100063000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 324104 1654.280833 360 358 5.875 0 0 0.25 6.125 ROMOLAND CA 92585 PUD 324104 20060301 80.00 No MI 100063000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 268458 1566.005 360 358 6.75 0 0 0.25 7 TUCSON AZ 85747 PUD 268458 20060301 80.00 No MI 100063000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 400000 2291.666667 360 357 6.625 0 0 0.25 6.875 ANTIOCH CA 94509 Single Family 400000 20060201 78.43 No MI 100074000000000000 2.25 20110101 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 173160 992.0625 360 358 6.625 0 0 0.25 6.875 SPRING HILL FL 34608 Single Family 173160 20060301 90.00 United Guaranty 100016000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 179095.72 970.1018167 360 358 6.25 0 0 0.25 6.5 LAS VEGAS NV 89149 PUD 179196 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 225000 1359.375 360 355 7 0 0 0.25 7.25 SAN JACINTO CA 92583 Single Family 225000 20051201 75.00 No MI 100016000000000000 2.25 20101101 12.25 2 2 First Lien N Y 60 Prepay 360 60 N 20351101 CWHL
GROUP III G01 301600 1382.333333 360 355 5.25 0 0 0.25 5.5 MORENO VALLEY CA 92551 Single Family 301600 20051201 80.00 No MI 100016000000000000 2.25 20101101 10.5 2 2 First Lien N Y 60 No_PP 360 60 N 20351101 CWHL
GROUP III G05 200000 1041.666667 360 358 6 0 0 0.25 6.25 LOS ANGELES CA 91343 Single Family 200000 20060301 44.44 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 173600 1103.083333 360 357 7.375 0 0 0.25 7.625 PEMBROKE PINES FL 33024 Condominium 173600 20060201 80.00 No MI 100016000000000000 2.25 20110101 12.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G03 66330 373.10625 360 359 6.5 0 0 0.25 6.75 WAXAHACHIE TX 75165 Single Family 66330 20060401 65.03 No MI 100016000000000000 2.25 20130301 11.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 292000 1703.333333 360 358 6.75 0 0 0.25 7 MIAMI FL 33138 Single Family 292000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 157592 1001.365833 360 359 7.375 0 0 0.25 7.625 HOMESTEAD FL 33033 PUD 157592 20060401 80.00 No MI 100016000000000000 2.25 20160301 12.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G05 380240 2178.458333 360 358 6.625 0 0 0.25 6.875 MIAMI FL 33145 Single Family 380240 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G02 181440 1096.2 360 359 7 0 0 0.25 7.25 MIAMI FL 33161 Single Family 181440 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 126575 461.4713542 360 359 4.125 0 0 0.25 4.375 AMELIA OH 45102 Single Family 126575 20060401 80.00 No MI 100016000000000000 2.25 20110301 9.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 294545.87 1472.72935 360 357 5.75 0 0 0.25 6 HESPERIA CA 92345 Single Family 294600 20060201 79.99 No MI 100016000000000000 2.25 20110101 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G05 369517 1924.567708 360 359 6 0 0 0.25 6.25 BRADENTON FL 34202 PUD 369517 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G03 203391 1250.007188 360 357 7.125 0 0 0.25 7.375 ORANGE PARK FL 32073 PUD 203391 20060201 90.00 Radian Guaranty 100063000000000000 2.25 20130101 12.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G03 188224.56 1019.5497 360 357 6.25 0 0 0.25 6.5 QUEEN CREEK AZ 85242 PUD 188276 20060201 80.00 No MI 100063000000000000 2.25 20130101 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G03 158836 810.7254167 360 357 5.875 0 0 0.25 6.125 QUEEN CREEK AZ 85242 PUD 158836 20060201 80.00 No MI 100063000000000000 2.25 20130101 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G03 326937 1702.796875 360 357 6 0 0 0.25 6.25 MENIFEE CA 92584 Single Family 326937 20060201 80.00 No MI 100063000000000000 2.25 20130101 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G03 257945 1316.594271 360 357 5.875 0 0 0.25 6.125 HENDERSON NV 89052 PUD 257945 20060201 80.00 No MI 100063000000000000 2.25 20130101 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G03 199281 1058.680313 360 357 6.125 0 0 0.25 6.375 LAVEEN AZ 85339 PUD 199281 20060201 80.00 No MI 100063000000000000 2.25 20130101 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G03 240837 1254.359375 360 357 6 0 0 0.25 6.25 NORTH LAS VEGAS NV 89115 PUD 240837 20060201 80.00 No MI 100063000000000000 2.25 20130101 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G03 207770.44 1125.423217 360 358 6.25 0 0 0.25 6.5 WINTON CA 95388 Single Family 208000 20060301 65.00 No MI 100045000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G03 312155 1593.291146 360 357 5.875 0 0 0.25 6.125 LAS VEGAS NV 89139 PUD 312155 20060201 80.00 No MI 100063000000000000 2.25 20130101 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G01 72943.05 497.99 360 359 7 0 0 0.25 7.25 SACRAMENTO CA 95820 Single Family 73000 20060401 33.49 No MI 100241000000000000 2.25 20110301 12.25 2 2 First Lien N N 0 No_PP 360 60 N 20360301 CWHL
GROUP III G03 220000 1191.666667 360 358 6.25 0 0 0.25 6.5 PARAMOUNT CA 90723 Condominium 220000 20060301 61.97 No MI 100136000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 399930.15 2041.310141 360 358 5.875 0 0 0.25 6.125 BULLHEAD CITY AZ 86442 Single Family 400000 20060301 80.00 No MI 100020000000000000 2.25 20160201 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 281000 1463.541667 360 358 6 0 0 0.25 6.25 VALLEJO CA 94589 Single Family 281000 20060301 66.90 No MI 100071000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 296000 1449.166667 360 357 5.625 0 0 0.25 5.875 GOODYEAR AZ 85338 Single Family 296000 20060201 80.00 No MI 100063000000000000 2.25 20130101 10.875 2 2 First Lien N Y 120 No_PP 360 84 N 20360101 CWHL
GROUP III G05 277506 1560.97125 360 358 6.5 0 0 0.25 6.75 SURPRISE AZ 85379 PUD 277506 20060301 95.00 Radian Guaranty 100063000000000000 2.25 20160201 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 219896 1236.915 360 357 6.5 0 0 0.25 6.75 TUCSON AZ 85757 PUD 219896 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 103998.56 476.6600667 360 358 5.25 0 0 0.25 5.5 GRAND JUNCTION CO 81501 Single Family 104000 20060301 80.00 No MI 100126000000000000 2.25 20110201 10.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 152450 666.96875 360 356 5 0 0 0.25 5.25 SHELBY TOWNSHIP MI 48316 Condominium 152450 20060101 79.99 No MI 100039000000000000 2.25 20101201 10.25 2 2 First Lien N Y 120 No_PP 360 60 N 20351201 CWHL
GROUP III G01 265650 1328.25 360 358 5.75 0 0 0.25 6 GORDONSVILLE VA 22942 PUD 265650 20060301 74.00 No MI 100039000000000000 2.25 20110201 11 2 2 First Lien N Y 120 No_PP 360 60 N 20360201 CWHL
GROUP III G01 157000 785 360 358 5.75 0 0 0.25 6 LAS VEGAS NV 89149 PUD 157000 20060301 56.67 No MI 100063000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 190120 1089.229167 360 358 6.625 0 0 0.25 6.875 TUCSON AZ 85757 PUD 190120 20060301 80.00 No MI 100063000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 303751.24 1487.115446 360 358 5.625 0 0 0.25 5.875 MAYWOOD NJ 7607 Single Family 304000 20060301 80.00 No MI 100039000000000000 2.25 20110201 10.875 2 2 First Lien N Y 120 No_PP 360 60 N 20360201 CWHL
GROUP III G01 175000 875 360 359 5.75 0 0 0.25 6 LAS VEGAS NV 89156 PUD 175000 20060401 53.85 No MI 100322000000000000 2.25 20110301 11 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G03 248500 1242.5 360 358 5.75 0 0 0.25 6 PANORAMA CITY CA 91402 Condominium 248500 20060301 70.00 No MI 100072000000000000 2.25 20130201 11 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G03 198872 1097.939167 360 358 6.375 0 0 0.25 6.625 TUCSON AZ 85757 PUD 198872 20060301 80.00 No MI 100063000000000000 2.25 20130201 11.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G03 236800 1233.333333 360 358 6 0 0 0.25 6.25 KAYSVILLE UT 84037 PUD 236800 20060301 80.00 No MI 100063000000000000 2.25 20130201 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 181246 981.7491667 360 357 6.25 0 0 0.25 6.5 TUCSON AZ 85706 PUD 181246 20060201 90.00 Radian Guaranty 100063000000000000 2.25 20110101 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 200792 1129.455 360 358 6.5 0 0 0.25 6.75 LAS VEGAS NV 89149 PUD 200792 20060301 80.00 No MI 100063000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 184000 996.6666667 360 358 6.25 0 0 0.25 6.5 SIERRA VISTA AZ 85635 Single Family 184000 20060301 80.00 No MI 100063000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 247372 1314.16375 360 358 6.125 0 0 0.25 6.375 JACKSONVILLE FL 32226 PUD 247372 20060301 80.00 No MI 100063000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 241654 1308.959167 360 357 6.25 0 0 0.25 6.5 ELKTON FL 32033 PUD 241654 20060201 90.00 United Guaranty 100063000000000000 2.25 20110101 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 346972.85 1662.57824 360 357 5.5 0 0 0.25 5.75 LAS VEGAS NV 89135 PUD 347056 20060201 80.00 No MI 100063000000000000 2.25 20110101 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 262036 1637.725 360 358 7.25 0 0 0.25 7.5 KISSIMMEE FL 34747 PUD 262036 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 360000 1912.5 360 357 6.125 0 0 0.25 6.375 SANTA ANA CA 92706 Single Family 360000 20060201 58.54 No MI 100138000000000000 2.25 20130101 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G03 250000 1432.291667 360 358 6.625 0 0 0.25 6.875 NORWALK CA 90650 Single Family 250000 20060301 53.76 No MI 100016000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 259528.63 1643.38 360 358 6.25 0 0 0.25 6.5 KENT CITY MI 49330 Single Family 260000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.5 2 2 First Lien N N 0 No_PP 360 120 N 20360201 CWHL
GROUP III G03 312000 1755 360 358 6.5 0 0 0.25 6.75 LOS ANGELES CA 90002 2-4 Family 312000 20060301 80.00 No MI 100034000000000000 2.25 20130201 11.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 139500 755.625 360 358 6.25 0 0 0.25 6.5 MORENO VALLEY CA 92557 Single Family 139500 20060301 37.70 No MI 100029000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 282564.81 1609.68 360 357 5.25 0 0 0.25 5.5 SANTA MARIA CA 93455 Single Family 283500 20060201 75.00 No MI 100029000000000000 2.25 20130101 10.5 2 2 First Lien N N 0 No_PP 360 84 N 20360101 CWHL
GROUP III G03 385630.03 2128.999124 360 358 6.375 0 0 0.25 6.625 WHITTIER CA 90604 Single Family 386000 20060301 66.55 No MI 100039000000000000 2.25 20130201 11.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 184000 939.1666667 360 359 5.875 0 0 0.25 6.125 FORESTHILL CA 95631 Single Family 184000 20060401 47.79 No MI 100218000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 347969.54 2034.92 360 358 5.5 0 0 0.25 5.75 OLIVEHURST CA 95961 Single Family 348700 20060301 89.99 GE Capital MI 100133000000000000 2.25 20110201 10.75 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G01 124200 672.75 360 358 6.25 0 0 0.25 6.5 MAGNA UT 84044 Single Family 124200 20060301 90.00 Radian Guaranty 100061000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 297220 1455.139583 360 359 5.625 0 0 0.25 5.875 CAPE CORAL FL 33991 PUD 297220 20060401 80.00 No MI 100057000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 169720.5 1131.01 360 358 6.75 0 0 0.25 7 ENTERPRISE UT 84725 Single Family 170000 20060301 59.65 No MI 100016000000000000 2.25 20130201 12 2 2 First Lien N N 0 No_PP 360 84 N 20360201 CWHL
GROUP III G01 208000 1018.333333 360 358 5.625 0 0 0.25 5.875 LAS VEGAS NV 89123 PUD 208000 20060301 80.00 No MI 100197000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 228000 1163.75 360 358 5.875 0 0 0.25 6.125 PORTLAND OR 97217 Single Family 228000 20060301 80.00 No MI 100054000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 405000 2489.0625 360 358 7.125 0 0 0.25 7.375 LINDEN NJ 7036 Single Family 405000 20060301 90.00 Radian Guaranty 100288000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 178548.62 1174.92 360 358 6.625 0 0 0.25 6.875 PHOENIX AZ 85032 Single Family 178850 20060301 79.99 No MI 100092000000000000 2.25 20130201 11.875 2 2 First Lien N N 0 No_PP 360 84 N 20360201 CWHL
GROUP III G01 146400 884.5 360 358 7 0 0 0.25 7.25 VALRICO FL 33594 PUD 146400 20060301 80.00 No MI 100060000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 320100 1900.59375 360 358 6.875 0 0 0.25 7.125 PORT ST LUCIE FL 34953 PUD 320100 20060301 89.99 United Guaranty 100060000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 153600 832 360 358 6.25 0 0 0.25 6.5 PALMYRA VA 22963 PUD 153600 20060301 80.00 No MI 100033000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 307500 1441.40625 360 359 5.375 0 0 0.25 5.625 ATLANTA GA 30312 Single Family 307500 20060401 76.88 No MI 100016000000000000 2.25 20110301 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 391649.64 2080.638713 360 358 6.125 0 0 0.25 6.375 BAKERSFIELD CA 93314 Single Family 391650 20060301 78.40 No MI 100060000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 215200 1120.833333 360 359 6 0 0 0.25 6.25 KIRKLAND WA 98033 Condominium 215200 20060401 80.00 No MI 100238000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 134999.38 801.5588188 360 358 6.875 0 0 0.25 7.125 NICEVILLE FL 32578 Single Family 135000 20060301 50.00 No MI 100086000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 357200 1897.625 360 358 6.125 0 0 0.25 6.375 BAKERSFIELD CA 93311 Single Family 357200 20060301 79.99 No MI 100060000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 176000 971.6666667 360 357 6.375 0 0 0.25 6.625 HIGHLAND UT 84003 Single Family 176000 20060201 80.00 No MI 100208000000000000 2.25 20110101 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 273600 1539 360 358 6.01 0.49 0 0.25 6.75 BAKERSFIELD CA 93309 Single Family 273600 20060301 89.41 Republic MIC 100306000000000000 2.875 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 244000 1423.333333 360 358 6.75 0 0 0.25 7 LAKE ELSINORE CA 92530 Single Family 244000 20060301 80.00 No MI 100155000000000000 2.25 20110201 12 2.135 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 174250 980.15625 360 358 6.5 0 0 0.25 6.75 FAIRVIEW TX 75069 PUD 174250 20060301 79.98 No MI 100060000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 283535.8 1476.748958 360 357 6 0 0 0.25 6.25 NORTH LAS VEGAS NV 89081 PUD 283586 20060201 95.00 Mortgage Guaranty In 100063000000000000 2.25 20110101 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 218828 1094.14 360 357 5.75 0 0 0.25 6 LAS VEGAS NV 89115 PUD 218828 20060201 80.00 No MI 100063000000000000 2.25 20110101 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G03 390000 2071.875 360 357 6.125 0 0 0.25 6.375 LOS ANGELES CA 90068 Single Family 390000 20060201 37.14 No MI 100034000000000000 2.25 20130101 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G01 339493 2051.103542 360 358 7 0 0 0.25 7.25 PHOENIX AZ 85310 PUD 339493 20060301 95.00 PMI 100057000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 397500 1946.09375 360 358 5.625 0 0 0.25 5.875 SEATTLE WA 98115 Single Family 397500 20060301 69.74 No MI 100205000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 324946.17 1793.973647 360 358 6.375 0 0 0.25 6.625 SUTTON MA 1590 Single Family 325000 20060301 61.90 No MI 100265000000000000 2.25 20130201 11.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 346000 2126.458333 360 358 7.125 0 0 0.25 7.375 SAINT GEORGE UT 84770 Single Family 346000 20060301 80.00 No MI 100256000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 379150 2053.729167 360 359 6.25 0 0 0.25 6.5 ELK GROVE CA 95757 Single Family 379150 20060401 80.00 No MI 100188000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 250000 1354.166667 360 358 6.25 0 0 0.25 6.5 PHOENIX AZ 85032 2-4 Family 250000 20060301 77.16 No MI 100056000000000000 2.25 20160201 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 250000 1354.166667 360 358 6.25 0 0 0.25 6.5 PHOENIX AZ 85032 2-4 Family 250000 20060301 77.16 No MI 100056000000000000 2.25 20160201 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 238250 1513.880208 360 358 7.375 0 0 0.25 7.625 SURPRISE AZ 85388 PUD 238250 20060301 94.99 PMI 100060000000000000 2.25 20110201 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 151299.29 677.6947365 360 356 5.125 0 0 0.25 5.375 BRADLEY BEACH NJ 7720 2-4 Family 151500 20060101 37.88 No MI 100070000000000000 2.25 20101201 10.375 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 CWHL
GROUP III G01 241016 1456.138333 360 359 7 0 0 0.25 7.25 MARICOPA AZ 85239 PUD 241016 20060401 80.00 No MI 100067000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 357999.99 1827.291616 360 358 5.875 0 0 0.25 6.125 SAINT MARYS GA 31558 Single Family 358000 20060301 89.50 Republic MIC 100086000000000000 2.25 20160201 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G03 320000 1666.666667 360 358 6 0 0 0.25 6.25 LAKE ELSINORE CA 92530 Single Family 320000 20060301 71.91 No MI 100016000000000000 2.25 20130201 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 231200 1300.5 360 358 6.5 0 0 0.25 6.75 EVERETT WA 98203 Single Family 231200 20060301 80.00 No MI 100238000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 161120 956.65 360 358 6.875 0 0 0.25 7.125 NORTH LAS VEGAS NV 89030 Single Family 161120 20060301 76.00 No MI 100376000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 167200 957.9166667 360 358 6.625 0 0 0.25 6.875 MESA AZ 85204 Single Family 167200 20060301 80.00 No MI 100035000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 260000 1435.416667 360 358 6.375 0 0 0.25 6.625 LACEY WA 98516 Single Family 260000 20060301 80.00 No MI 100110000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 72000 397.5 360 358 6.375 0 0 0.25 6.625 SPRING LAKE MI 49456 Single Family 72000 20060301 80.00 No MI 100079000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 212999.34 1042.809269 360 359 5.495 0.13 0 0.25 5.875 HAGERSTOWN MD 21740 Single Family 213000 20060401 83.04 PMI 100376000000000000 2.625 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 405000 2489.0625 360 359 7.125 0 0 0.25 7.375 KAHUKU HI 96731 Single Family 405000 20060401 90.00 GE Capital MI 100120000000000000 2.25 20110301 12.375 2.245 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 235800 1252.6875 360 358 5.635 0.49 0 0.25 6.375 BREMERTON WA 98311 Single Family 235800 20060301 90.00 Republic MIC 100090000000000000 2.875 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 332000 1590.833333 360 358 5.5 0 0 0.25 5.75 CLACKAMAS OR 97015 Single Family 332000 20060301 80.00 No MI 100090000000000000 2.25 20110201 10.75 2.135 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 159855.17 1051.91 360 358 6.625 0 0 0.25 6.875 DENVER CO 80224 Single Family 160125 20060301 75.00 No MI 100162000000000000 2.25 20110201 11.875 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G01 129654.03 832.4 360 357 6.375 0 0 0.25 6.625 SYRACUSE UT 84075 Single Family 130000 20060201 61.90 No MI 100125000000000000 2.25 20110101 11.625 2 2 First Lien N N 0 No_PP 360 60 N 20360101 CWHL
GROUP III G01 392000 1878.333333 360 359 5.5 0 0 0.25 5.75 SAN DIEGO CA 92114 Single Family 392000 20060401 80.00 No MI 100197000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 380000 1820.833333 360 359 5.5 0 0 0.25 5.75 UPPER MARLBORO MD 20772 Single Family 380000 20060401 80.00 No MI 100077000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 310781 1780.516146 360 359 6.625 0 0 0.25 6.875 ANTHEM AZ 85086 Single Family 310781 20060401 95.00 GE Capital MI 100057000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 416000 2426.666667 360 359 6.75 0 0 0.25 7 PALMDALE CA 93551 Single Family 416000 20060401 75.64 No MI 100175000000000000 2.25 20110301 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 159920 882.8916667 360 358 6.375 0 0 0.25 6.625 ELIZABETHTOWN KY 42701 Single Family 159920 20060301 80.00 No MI 100352000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 194990 1015.572917 360 357 6 0 0 0.25 6.25 LAS VEGAS NV 89139 PUD 194990 20060201 49.37 No MI 100063000000000000 2.25 20110101 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 170406 887.53125 360 357 6 0 0 0.25 6.25 JACKSONVILLE FL 32219 PUD 170406 20060201 90.00 United Guaranty 100063000000000000 2.25 20110101 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 316425 1582.125 360 357 5.75 0 0 0.25 6 LAS VEGAS NV 89139 PUD 316425 20060201 80.00 No MI 100063000000000000 2.25 20110101 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 239992 1199.96 360 357 5.75 0 0 0.25 6 LAS VEGAS NV 89139 PUD 239992 20060201 80.00 No MI 100063000000000000 2.25 20110101 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G03 165728 966.7466667 360 357 6.75 0 0 0.25 7 TOLLESON AZ 85353 PUD 165728 20060201 70.00 No MI 100063000000000000 2.25 20130101 12 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G01 232592 1235.645 360 357 6.125 0 0 0.25 6.375 LAS VEGAS NV 89115 PUD 232592 20060201 90.00 PMI 100063000000000000 2.25 20110101 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 268000 1340 360 357 5.75 0 0 0.25 6 ROMOLAND CA 92585 PUD 268000 20060201 80.00 No MI 100063000000000000 2.25 20110101 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 222564 1182.37125 360 357 6.125 0 0 0.25 6.375 LAS VEGAS NV 89131 PUD 222564 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G04 999874 5415.984167 360 358 6.25 0 0 0.25 6.5 SAN DIEGO CA 92109 2-4 Family 999874 20060301 57.14 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 1423882.07 7712.694546 360 354 6.25 0 0 0.25 6.5 BLOOMFIELD HILLS MI 48301 Single Family 1424703.89 20051101 79.15 No MI 100016000000000000 2.25 20121001 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20351001 CWHL
GROUP III G04 437150 2322.359375 360 358 6.125 0 0 0.25 6.375 MURRIETA CA 92563 Single Family 437150 20060301 79.99 No MI 100051000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G02 444650 2362.203125 360 357 6.125 0 0 0.25 6.375 LAS VEGAS NV 89124 PUD 444650 20060201 79.99 No MI 100051000000000000 2.25 20110101 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G02 440400 2752.5 360 357 7.25 0 0 0.25 7.5 WINCHESTER CA 92596 Single Family 440400 20060201 89.98 GE Capital MI 100051000000000000 2.25 20110101 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G02 515100 3058.40625 360 358 6.875 0 0 0.25 7.125 FONTANA CA 92337 PUD 515100 20060301 80.00 No MI 100051000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G04 550424.7 3038.803031 360 357 6.375 0 0 0.25 6.625 BAKERSFIELD CA 93314 Single Family 550424.7 20060201 75.92 No MI 100073000000000000 3.75 20130101 11.625 2 2 First Lien N Y 84 Prepay 360 84 N 20360101 CWHL
GROUP III G04 436260 2590.29375 360 358 6.875 0 0 0.25 7.125 LAS VEGAS NV 89179 PUD 436260 20060301 80.00 No MI 100016000000000000 2.25 20130201 12.125 3.5 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 507000 2693.4375 360 358 6.125 0 0 0.25 6.375 SAN DIEGO CA 92128 Single Family 507000 20060301 69.93 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 495500 3045.260417 360 359 7.125 0 0 0.25 7.375 KISSIMMEE FL 34746 PUD 495500 20060401 80.00 No MI 100016000000000000 2.25 20130301 12.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G04 563652 2994.40125 360 359 6.125 0 0 0.25 6.375 ANTIOCH CA 94531 Single Family 563652 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G05 440000 2383.333333 360 359 6.25 0 0 0.25 6.5 SAN DIEGO CA 92104 Single Family 440000 20060401 80.00 No MI 100134000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G02 1162500 6539.0625 360 359 6.5 0 0 0.25 6.75 LOS ANGELES CA 90024 Single Family 1162500 20060401 75.00 No MI 100016000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G02 553000 3341.041667 360 359 7 0 0 0.25 7.25 CORAL GABLES FL 33146 Single Family 553000 20060401 79.00 No MI 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G02 605000 3466.145833 360 359 6.625 0 0 0.25 6.875 PLEASANTON CA 94566 PUD 1505000 20060401 55.23 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G04 570000 3146.875 360 358 6.375 0 0 0.25 6.625 BAKERSFIELD CA 93306 Single Family 570000 20060301 77.76 No MI 100016000000000000 2.25 20130201 11.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G02 990000 6084.375 360 359 7.125 0 0 0.25 7.375 SAN PEDRO CA 90731 2-4 Family 990000 20060401 75.00 No MI 100016000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 650000 4197.916667 360 359 7.5 0 0 0.25 7.75 LOS ANGELES CA 90066 Single Family 650000 20060401 72.30 No MI 100016000000000000 2.25 20110301 12.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G02 1746000 10003.125 360 359 6.625 0 0 0.25 6.875 BALL GROUND GA 30107 PUD 1746000 20060401 74.30 No MI 100134000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 999950 5312.234375 360 359 6.125 0 0 0.25 6.375 LAGUNA BEACH CA 92651 Single Family 999950 20060401 71.99 No MI 100134000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G02 436000 2361.666667 360 358 6.25 0 0 0.25 6.5 MOORPARK CA 93021 Single Family 436000 20060301 80.00 No MI 100134000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 633749.95 4026.952807 360 359 7.375 0 0 0.25 7.625 MISSION VIEJO CA 92691 Single Family 633750 20060401 75.00 No MI 100016000000000000 2.25 20110301 12.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 1000000 5625 360 358 6.5 0 0 0.25 6.75 THOUSAND OAKS CA 91320 PUD 1000000 20060301 71.43 No MI 100016000000000000 2.25 20160201 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G02 497639.57 3524.81 360 359 7.375 0 0 0.25 7.625 MORENO VALLEY CA 92557 Single Family 498000 20060401 69.17 No MI 100016000000000000 2.25 20110301 12.625 2 2 First Lien N N 0 No_PP 360 60 N 20360301 CWHL
GROUP III G02 486698.47 3243.35 360 358 6.75 0 0 0.25 7 BOULDER CO 80302 Single Family 487500 20060301 75.00 No MI 100134000000000000 2.25 20110201 12 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G02 536000 3350 360 359 7.25 0 0 0.25 7.5 LOS ANGELES CA 90292 Condominium 536000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 383607 2197.748438 360 359 6.625 0 0 0.25 6.875 SCOTTSDALE AZ 85262 PUD 383607 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 218050 1476.380208 360 356 7.145 0.73 0 0.25 8.125 SURPRISE AZ 85374 PUD 218050 20060101 94.99 Republic MIC 100016000000000000 3.25 20101201 13.125 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 CWHL
GROUP III G05 302067 1667.661563 360 359 6.375 0 0 0.25 6.625 BAKERSFIELD CA 93312 Single Family 302067 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.625 2.27 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G02 272160 1644.3 360 359 7 0 0 0.25 7.25 PALM COAST FL 32137 Single Family 272160 20060401 90.00 Republic MIC 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 354807.7 1921.875042 360 350 6.25 0 0 0.25 6.5 KEY LARGO FL 33037 Single Family 355000 20050701 65.86 No MI 100016000000000000 2.25 20150601 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20350601 CWHL
GROUP III G05 225000 1195.3125 360 358 6.125 0 0 0.25 6.375 FORT WAYNE IN 46835 Single Family 267600 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 196511.77 1292.03 360 359 6.625 0 0 0.25 6.875 THORNTON CO 80229 PUD 196677 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.875 2 2 First Lien N N 0 No_PP 360 60 N 20360301 CWHL
GROUP III G04 771750 5064.609375 360 359 7.625 0 0 0.25 7.875 LOS ANGELES CA 91042 PUD 771750 20060401 75.00 No MI 100016000000000000 2.25 20130301 12.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G04 441000 2940 360 358 7.75 0 0 0.25 8 GULF SHORES AL 36542 Condominium 441000 20060301 70.00 No MI 100134000000000000 2.25 20130201 13 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G04 560000 3675 360 359 7.625 0 0 0.25 7.875 WEST ROXBURY MA 2132 Single Family 560000 20060401 80.00 No MI 100016000000000000 2.25 20130301 12.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G04 1448000 9653.333333 360 359 7.75 0 0 0.25 8 LOS ANGELES CA 91436 Single Family 1448000 20060401 80.00 No MI 100016000000000000 2.25 20130301 13 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G04 434350 2895.666667 360 359 7.75 0 0 0.25 8 LAS VEGAS NV 89131 PUD 434350 20060401 79.99 No MI 100016000000000000 2.25 20130301 13 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G04 565600 3593.916667 360 359 7.375 0 0 0.25 7.625 LAS VEGAS NV 89109 Condominium 565600 20060401 80.00 No MI 100016000000000000 2.25 20130301 12.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 157594 870.0502083 360 351 6.375 0 0 0.25 6.625 WOODLAND PARK CO 80863 Single Family 157600 20050801 80.00 No MI 100134000000000000 2.25 20100701 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20350701 CWHL
GROUP III G01 250605.99 1544.49 360 359 6 0 0 0.25 6.25 PEORIA AZ 85345 PUD 250844 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.25 2 2 First Lien N N 0 No_PP 360 60 N 20360301 CWHL
GROUP III G01 271287 1356.435 360 358 5.75 0 0 0.25 6 BAKERSFIELD CA 93312 PUD 271287 20060301 80.00 No MI 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 163268.96 816.3448 360 351 5.75 0 0 0.25 6 HOUSTON TX 77019 Condominium 163600 20050801 80.00 No MI 100016000000000000 2.25 20100701 11 2 2 First Lien N Y 60 Prepay 360 60 N 20350701 CWHL
GROUP III G01 350000 1713.541667 360 358 5.625 0 0 0.25 5.875 HIGHLAND PARK IL 60035 Single Family 350000 20060301 35.35 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 357000 2008.125 360 359 6.5 0 0 0.25 6.75 NEWARK NJ 7106 2-4 Family 357000 20060401 70.00 No MI 100016000000000000 2.25 20160301 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G03 169327 881.9114583 360 359 6 0 0 0.25 6.25 CHARLOTTE NC 28262 PUD 169327 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G03 316000 1678.75 360 359 6.125 0 0 0.25 6.375 LOS ANGELES CA 90013 Condominium 316000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.375 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G03 337500 1652.34375 360 357 5.625 0 0 0.25 5.875 GRAND BAY AL 36541 Single Family 337500 20060201 75.00 No MI 100134000000000000 2.25 20130101 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G03 265520 1272.283333 360 358 5.5 0 0 0.25 5.75 SAN DIEGO CA 92108 Condominium 265520 20060301 80.00 No MI 100016000000000000 2.25 20130201 10.75 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 157665.51 938.47 360 354 5.625 0 0 0.25 5.875 KISSIMMEE FL 34747 PUD 158648 20051101 50.00 No MI 100057000000000000 2.25 20101001 10.875 2 2 First Lien N N 0 No_PP 360 60 N 20351001 CWHL
GROUP III G01 375250 2540.755208 360 354 7.135 0.74 0 0.25 8.125 LORTON VA 22079 PUD 375250 20051101 95.00 GE Capital MI 100063000000000000 3.375 20101001 13.125 2 2 First Lien N Y 60 No_PP 360 60 N 20351001 CWHL
GROUP III G05 280800 1667.25 360 354 6.875 0 0 0.25 7.125 MARY ESTHER FL 32569 Single Family 280800 20051101 90.00 Republic MIC 100086000000000000 2.25 20151001 12.125 2.385 2 First Lien N Y 120 No_PP 360 120 N 20351001 CWHL
GROUP III G01 248200 1215.145833 360 355 5.625 0 0 0.25 5.875 WOODBRIDGE VA 22191 PUD 248200 20051201 79.99 No MI 100067000000000000 2.25 20101101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20351101 CWHL
GROUP III G01 224925 913.7578125 360 356 4.625 0 0 0.25 4.875 INDEPENDENCE KY 41051 PUD 224925 20060101 94.84 Radian Guaranty 100299000000000000 2.25 20101201 9.875 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 CWHL
GROUP III G01 359650 1648.395833 360 354 5.25 0 0 0.25 5.5 BRENTWOOD TN 37027 PUD 359650 20051101 57.45 No MI 100067000000000000 2.25 20101001 10.5 2 2 First Lien N Y 60 No_PP 360 60 N 20351001 CWHL
GROUP III G01 141732.36 936.12 360 354 6.625 0 0 0.25 6.875 CHARLOTTE MI 48813 Single Family 142500 20051101 95.00 United Guaranty 100016000000000000 2.25 20101001 11.875 2 2 First Lien N N 0 Prepay 360 60 N 20351001 CWHL
GROUP III G03 151500 773.28125 360 358 5.875 0 0 0.25 6.125 PULASKI VA 24301 Single Family 151500 20060301 72.14 No MI 100051000000000000 2.25 20130201 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 375000 2187.5 360 357 6.75 0 0 0.25 7 LAS VEGAS NV 89178 PUD 375000 20060201 75.00 No MI 100256000000000000 2.25 20110101 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 194793.24 1116.002938 360 356 6.625 0 0 0.25 6.875 PALM SPRINGS CA 92262 Condominium 375000 20060101 89.98 No MI 100283000000000000 2.25 20101201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 CWHL
GROUP III G01 152000 965.8333333 360 355 7.375 0 0 0.25 7.625 GREENWOOD IN 46143 Condominium 152000 20051201 80.00 No MI 100127000000000000 2.25 20101101 12.625 2 2 First Lien N Y 60 Prepay 360 60 N 20351101 CWHL
GROUP III G05 185000 1002.083333 360 357 6.25 0 0 0.25 6.5 WESTMONT IL 60559 Single Family 185000 20060201 54.41 No MI 100202000000000000 2.25 20160101 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 CWHL
GROUP III G01 108000 663.75 360 356 7.125 0 0 0.25 7.375 ROSEVILLE MI 48066 Single Family 108000 20060101 80.00 No MI 100062000000000000 2.25 20101201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 CWHL
GROUP III G01 124999.99 677.0832792 360 357 6.25 0 0 0.25 6.5 CREST HILL IL 60435 PUD 125000 20060201 57.50 No MI 100020000000000000 2.25 20110101 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G05 122861.99 601.511826 360 358 5.625 0 0 0.25 5.875 BLUFFTON SC 29909 PUD 122862 20060301 80.00 No MI 100057000000000000 2.25 20160201 10.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 266400 1304.25 360 356 5.625 0 0 0.25 5.875 RALEIGH NC 27604 PUD 266400 20060101 80.00 No MI 100389000000000000 2.25 20101201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 CWHL
GROUP III G01 213450 1067.25 360 357 5.75 0 0 0.25 6 NORTH LAS VEGAS NV 89081 PUD 213450 20060201 80.00 No MI 100125000000000000 2.25 20110101 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 207500 1123.958333 360 358 6.25 0 0 0.25 6.5 LAS VEGAS NV 89178 PUD 207500 20060301 74.99 No MI 100060000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 359600 2097.666667 360 357 6.75 0 0 0.25 7 BRADENTON FL 34212 PUD 359600 20060201 88.59 Radian Guaranty 100060000000000000 2.25 20110101 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 285640 1398.445833 360 357 5.625 0 0 0.25 5.875 HENDERSON NV 89044 PUD 285640 20060201 80.00 No MI 100057000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 189955 949.775 360 357 5.75 0 0 0.25 6 SANFORD FL 32771 PUD 189955 20060201 80.00 No MI 100020000000000000 2.25 20110101 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 319500 1897.03125 360 356 6.875 0 0 0.25 7.125 DAVENPORT FL 33837 PUD 319500 20060101 90.00 Republic MIC 2.25 20101201 12.125 2 2 First Lien N Y 60 Prepay 360 60 N 20351201 CWHL
GROUP III G01 285050 1395.557292 360 357 5.625 0 0 0.25 5.875 LAS VEGAS NV 89179 PUD 285050 20060201 79.99 No MI 100125000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 172236 968.8275 360 357 6.5 0 0 0.25 6.75 TUCSON AZ 85747 Single Family 172236 20060201 80.00 No MI 100057000000000000 2.25 20110101 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G03 391500 2079.84375 360 356 6.125 0 0 0.25 6.375 CHANTILLY VA 20151 PUD 391500 20060101 90.00 Republic MIC 100077000000000000 2.25 20121201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20351201 CWHL
GROUP III G01 131494.09 657.47045 360 355 5.75 0 0 0.25 6 PRARIE VILLAGE KS 66208 Single Family 131560 20051201 80.00 No MI 100059000000000000 2.25 20101101 11 2 2 First Lien N Y 60 No_PP 360 60 N 20351101 CWHL
GROUP III G01 204800 1173.333333 360 357 6.625 0 0 0.25 6.875 NORTH LAS VEGAS NV 89031 Single Family 204800 20060201 80.00 No MI 100140000000000000 2.25 20110101 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 289312.66 1084.922475 360 358 4.25 0 0 0.25 4.5 FISHERS IN 46037 PUD 289400 20060301 87.84 Radian Guaranty 100288000000000000 2.25 20110201 9.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 415000 2204.6875 360 357 6.125 0 0 0.25 6.375 YUCAIPA CA 92399 Single Family 415000 20060201 61.03 No MI 100101000000000000 2.25 20160101 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 CWHL
GROUP III G01 100139.65 531.9918906 360 351 6.125 0 0 0.25 6.375 NAMPA ID 83687 Single Family 101100 20050801 80.88 No MI 100208000000000000 2.25 20100701 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20350701 CWHL
GROUP III G01 271200 1469 360 357 6.25 0 0 0.25 6.5 SACRAMENTO CA 95827 Single Family 271200 20060201 80.00 No MI 100241000000000000 2.25 20110101 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 149120 932 360 358 7.25 0 0 0.25 7.5 DORAL FL 33166 Condominium 149120 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 208480 1303 360 359 7.25 0 0 0.25 7.5 MIDDLEBURG FL 32068 PUD 208480 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 141600 767 360 351 6.25 0 0 0.25 6.5 BRIGHTON MI 48116 2-4 Family 141600 20050801 80.00 No MI 100016000000000000 2.25 20100701 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20350701 CWHL
GROUP III G05 314002 1733.552708 360 358 6.375 0 0 0.25 6.625 BOISE ID 83716 PUD 314002 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 248003 1395.016875 360 358 6.5 0 0 0.25 6.75 LAS VEGAS NV 89178 PUD 248003 20060301 90.00 United Guaranty 100016000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 295250 1722.291667 360 358 6.75 0 0 0.25 7 ADELANTO CA 92301 Single Family 295250 20060301 79.99 No MI 100016000000000000 2.25 20160201 12 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 251100 1255.5 360 358 5.75 0 0 0.25 6 FRESNO CA 93727 Single Family 251100 20060301 80.00 No MI 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 181297.31 604.3243667 360 351 3.75 0 0 0.25 4 DALLAS TX 75214 Single Family 183300 20050801 67.14 No MI 100016000000000000 2.25 20100701 10 2 2 First Lien N Y 60 No_PP 360 60 N 20350701 CWHL
GROUP III G03 289756 1539.32875 360 358 6.125 0 0 0.25 6.375 LAS VEGAS NV 89179 PUD 289756 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 102400 586.6666667 360 358 6.625 0 0 0.25 6.875 AURORA IL 60505 Single Family 102400 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 140000 612.5 360 352 5 0 0 0.25 5.25 MIAMI FL 33138 Condominium 140000 20050901 80.00 No MI 100016000000000000 2.25 20100801 10.25 2 2 First Lien N Y 60 Prepay 360 60 N 20350801 CWHL
GROUP III G01 130273.75 827.7811198 360 357 7.375 0 0 0.25 7.625 DORAL FL 33166 Condominium 130300 20060201 79.99 No MI 100016000000000000 2.25 20110101 12.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 91666.27 452.19 360 358 4 0 0 0.25 4.25 ANTIOCH TN 37013 PUD 91920 20060301 80.00 No MI 100016000000000000 2.25 20110201 9.25 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G01 311715 1883.278125 360 358 7 0 0 0.25 7.25 SAINT CLOUD FL 34772 PUD 311715 20060301 90.00 YES 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 209694 1201.371875 360 359 6.625 0 0 0.25 6.875 LAS VEGAS NV 89178 PUD 209694 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 258175 1344.661458 360 358 6 0 0 0.25 6.25 MT PLEASANT SC 29466 PUD 258175 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G03 210400 1095.833333 360 351 6 0 0 0.25 6.25 HALLANDALE BEACH FL 33009 Condominium 210400 20050801 79.40 No MI 100016000000000000 2.25 20120701 11.25 2 2 First Lien N Y 84 Prepay 360 84 N 20350701 CWHL
GROUP III G01 187200 858 360 352 5.25 0 0 0.25 5.5 MOBILE AL 36604 Single Family 187200 20050901 80.00 No MI 100016000000000000 2.25 20100801 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20350801 CWHL
GROUP III G05 135100 816.2291667 360 358 7 0 0 0.25 7.25 DORAL FL 33166 Condominium 135100 20060301 79.99 No MI 100016000000000000 2.25 20160201 12.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 199150 995.75 360 356 5.75 0 0 0.25 6 GRAND JUNCTION CO 81504 Single Family 199150 20060101 94.83 YES 100016000000000000 2.25 20101201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 CWHL
GROUP III G01 140310 643.0875 360 355 5.25 0 0 0.25 5.5 FOLEY AL 36535 PUD 140310 20051201 90.00 United Guaranty 100016000000000000 2.25 20101101 10.5 2 2 First Lien N Y 60 No_PP 360 60 N 20351101 CWHL
GROUP III G01 307976 1796.526667 360 358 6.75 0 0 0.25 7 RIVERSIDE CA 92501 PUD 307976 20060301 80.00 No MI 100016000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 106720 667 360 359 7.25 0 0 0.25 7.5 MIAMI FL 33155 Condominium 106720 20060401 80.00 No MI 100016000000000000 2.25 20160301 12.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G03 120120 600.6 360 352 5.75 0 0 0.25 6 PARMA OH 44134 Condominium 121520 20050901 80.00 No MI 100016000000000000 2.25 20120801 11 2 2 First Lien N Y 84 Prepay 360 84 N 20350801 CWHL
GROUP III G01 246566 1258.513958 360 358 5.875 0 0 0.25 6.125 NORTH LAS VEGAS NV 89084 PUD 246566 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G03 297950 1551.822917 360 358 6 0 0 0.25 6.25 UNIVERSITY PLACE WA 98467 Condominium 297950 20060301 79.99 No MI 100016000000000000 2.25 20130201 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G02 302340 1763.65 360 355 6.75 0 0 0.25 7 ESTERO FL 33928 PUD 302340 20051201 80.00 No MI 100016000000000000 2.25 20101101 12 2 2 First Lien N Y 60 Prepay 360 60 N 20351101 CWHL
GROUP III G01 289950 1570.5625 360 358 6.25 0 0 0.25 6.5 LANCASTER CA 93535 Single Family 289950 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 302200 1983.1875 360 358 7.095 0.53 0 0.25 7.875 HESPERIA CA 92345 Single Family 302200 20060301 90.00 Republic MIC 100016000000000000 2.875 20110201 12.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 355780 1853.020833 360 358 6 0 0 0.25 6.25 ROCKLIN CA 95677 PUD 355780 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.25 2.095 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 238380 1216.73125 360 358 5.875 0 0 0.25 6.125 FRESNO CA 93727 Single Family 238380 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 258839 1402.044583 360 357 6.25 0 0 0.25 6.5 VICTORVILLE CA 92394 Single Family 258839 20060201 80.00 No MI 100016000000000000 2.25 20110101 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G05 268800 1344 360 353 5.75 0 0 0.25 6 GULF SHORES AL 36542 Single Family 268800 20051001 80.00 No MI 100016000000000000 2.25 20150901 11 2 2 First Lien N Y 120 No_PP 360 120 N 20350901 CWHL
GROUP III G03 409500 2687.34375 360 357 7.095 0.53 0 0.25 7.875 PACE FL 32571 Single Family 409500 20060201 90.00 Republic MIC 100134000000000000 2.875 20130101 12.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G01 304000 1583.333333 360 358 6 0 0 0.25 6.25 CORNING CA 96021 Single Family 304000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 2.095 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 303960 1488.1375 360 359 5.625 0 0 0.25 5.875 KENT WA 98030 PUD 303960 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 201634 987.1664583 360 359 5.625 0 0 0.25 5.875 LITTLETON CO 80123 PUD 201634 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 199805.61 1215.22 360 359 5.875 0 0 0.25 6.125 IRVINE CA 92612 Condominium 200000 20060401 23.11 No MI 100016000000000000 2.25 20160301 11.125 2 2 First Lien N N 0 Prepay 360 120 N 20360301 CWHL
GROUP III G01 232000 1280.833333 360 357 6.375 0 0 0.25 6.625 SAN BERNARDINO CA 92405 Single Family 232000 20060201 80.00 No MI 100016000000000000 2.25 20110101 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 135000 703.125 360 354 6 0 0 0.25 6.25 ORLANDO FL 32801 Condominium 135000 20051101 90.00 Mortgage Guaranty In 100016000000000000 2.25 20101001 11.25 2 2 First Lien N Y 60 Prepay 360 60 N 20351001 CWHL
GROUP III G03 374083 1909.381979 360 358 5.875 0 0 0.25 6.125 SAN DIEGO CA 92108 Condominium 374083 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G03 400000 2125 360 359 6.125 0 0 0.25 6.375 LADERA RANCH AREA CA 92694 Condominium 400000 20060401 69.37 No MI 100016000000000000 2.25 20130301 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G03 249168 1271.795 360 359 5.875 0 0 0.25 6.125 MARIETTA GA 30066 PUD 249168 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G05 225260 1196.69375 360 359 6.125 0 0 0.25 6.375 NOLENSVILLE TN 37135 PUD 225260 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 194160 1173.05 360 358 7 0 0 0.25 7.25 SURPRISE AZ 85374 PUD 194160 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 135520 578.7833333 360 357 4.875 0 0 0.25 5.125 LEXINGTON KY 40515 PUD 135520 20060201 80.00 No MI 100016000000000000 2.25 20130101 10.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G03 294420 1502.76875 360 359 5.875 0 0 0.25 6.125 NORTH LAS VEGAS NV 89084 PUD 294420 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 325886.41 1765.218054 360 358 6.25 0 0 0.25 6.5 SAN BERNARDINO CA 92407 Single Family 325921 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G02 175952.33 953.0751208 360 358 6.25 0 0 0.25 6.5 MONTGOMERY AL 36116 Single Family 176000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 213555 1312.473438 360 359 7.125 0 0 0.25 7.375 OLIVEHURST CA 95961 Single Family 213555 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 210339.83 1117.430347 360 358 6.125 0 0 0.25 6.375 HAMBURG NY 14075 Single Family 210364.83 20060301 79.99 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 157368 754.055 360 359 5.5 0 0 0.25 5.75 CHARLOTTE NC 28202 Condominium 157368 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 296788 1607.601667 360 359 6.25 0 0 0.25 6.5 KISSIMMEE FL 34746 PUD 296788 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G05 296857 1607.975417 360 359 6.25 0 0 0.25 6.5 RIVERSIDE CA 92501 PUD 296857 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 216000 1147.5 360 354 6.125 0 0 0.25 6.375 BEAVERTON OR 97005 Single Family 216000 20051101 80.00 No MI 100016000000000000 2.25 20101001 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20351001 CWHL
GROUP III G01 309450 1869.59375 360 358 7 0 0 0.25 7.25 RIVERSIDE CA 92509 PUD 309450 20060301 79.99 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 187000 1051.875 360 359 6.5 0 0 0.25 6.75 BUCKEYE AZ 85326 PUD 187000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 216946.66 1062.13469 360 357 5.625 0 0 0.25 5.875 VICTORVILLE CA 92394 Single Family 216956 20060201 80.00 No MI 100016000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G03 240830 1254.322917 360 357 6 0 0 0.25 6.25 NORTH LAS VEGAS NV 89115 PUD 240835 20060201 80.00 No MI 100063000000000000 2.25 20130101 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G03 170478 923.4225 360 357 6.25 0 0 0.25 6.5 QUEEN CREEK AZ 85243 PUD 170478 20060201 90.00 Mortgage Guaranty In 100063000000000000 2.25 20130101 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G01 208928 1305.8 360 357 7.25 0 0 0.25 7.5 QUEEN CREEK AZ 85242 PUD 208928 20060201 95.00 Radian Guaranty 100063000000000000 2.25 20110101 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 232076 1450.475 360 357 7.25 0 0 0.25 7.5 SURPRISE AZ 85379 PUD 232076 20060201 90.00 Mortgage Guaranty In 100063000000000000 2.25 20110101 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G03 265450 1631.411458 360 357 7.125 0 0 0.25 7.375 TOLLESON AZ 85353 PUD 265450 20060201 90.00 Mortgage Guaranty In 100063000000000000 2.25 20130101 12.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G01 290044 1631.4975 360 359 6.5 0 0 0.25 6.75 HEMET CA 92544 Single Family 290044 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 102992 643.7 360 359 7.25 0 0 0.25 7.5 CRESTVIEW FL 32539 PUD 102992 20060401 80.00 No MI 100016000000000000 2.25 20160301 12.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G05 102992 643.7 360 359 7.25 0 0 0.25 7.5 CRESTVIEW FL 32539 PUD 102992 20060401 80.00 No MI 100016000000000000 2.25 20160301 12.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G03 212220 1326.375 360 358 7.25 0 0 0.25 7.5 LAS VEGAS NV 89179 PUD 212220 20060301 80.00 No MI 100016000000000000 2.25 20130201 12.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G03 237530.7 1385.59575 360 358 6.75 0 0 0.25 7 RIVERSIDE CA 92503 Single Family 237600 20060301 80.00 No MI 100016000000000000 2.25 20130201 12 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G05 119274.21 719.46 360 354 5.75 0 0 0.25 6 AUSTIN TX 78741 Condominium 120000 20051101 80.00 No MI 100016000000000000 2.25 20151001 11 2 2 First Lien N N 0 Prepay 360 120 N 20351001 CWHL
GROUP III G05 211500 1101.5625 360 359 6 0 0 0.25 6.25 TUCSON AZ 85739 PUD 211500 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G03 205955.68 922.5098167 360 358 5.125 0 0 0.25 5.375 HERNANDO MS 38632 Single Family 206000 20060301 80.00 No MI 100016000000000000 2.25 20130201 10.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 152841.56 973.38 360 354 6.25 0 0 0.25 6.5 DAPHNE AL 36526 Single Family 154000 20051101 70.00 No MI 100016000000000000 2.25 20151001 11.5 2 2 First Lien N N 0 No_PP 360 120 N 20351001 CWHL
GROUP III G03 415999.99 2036.666618 360 354 5.625 0 0 0.25 5.875 FAIRHOPE AL 36532 PUD 416000 20051101 80.00 No MI 100016000000000000 2.25 20121001 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20351001 CWHL
GROUP III G01 155120 710.9666667 360 358 5.25 0 0 0.25 5.5 MADISON AL 35758 Single Family 155120 20060301 80.00 No MI 100134000000000000 2.25 20110201 10.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 120720 616.175 360 355 5.875 0 0 0.25 6.125 DOUGLASVILLE GA 30134 Single Family 120720 20051201 80.00 No MI 100016000000000000 2.25 20151101 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20351101 CWHL
GROUP III G03 391893.83 2122.758246 360 355 6.25 0 0 0.25 6.5 MENIFEE CA 92584 Single Family 392000 20051201 80.00 No MI 100016000000000000 2.25 20121101 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20351101 CWHL
GROUP III G02 216232 1238.829167 360 357 6.625 0 0 0.25 6.875 MESA AZ 85208 PUD 216232 20060201 80.00 No MI 100134000000000000 2.25 20110101 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 116383 521.2988542 360 359 5.125 0 0 0.25 5.375 ACWORTH GA 30102 PUD 116383 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 376564.36 1843.596346 360 358 5.625 0 0 0.25 5.875 SAN DIEGO CA 92108 Condominium 376720 20060301 80.00 No MI 100016000000000000 2.25 20160201 10.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 182610 951.09375 360 359 5.61 0.39 0 0.25 6.25 ALEXANDRIA VA 22304 Condominium 182610 20060401 90.00 Republic MIC 100016000000000000 2.75 20110301 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 202400 990.9166667 360 355 5.625 0 0 0.25 5.875 SALEM OR 97304 Single Family 202400 20051201 67.47 No MI 100016000000000000 2.25 20151101 10.875 2.11 2 First Lien N Y 120 No_PP 360 120 N 20351101 CWHL
GROUP III G03 356760 2155.425 360 359 7 0 0 0.25 7.25 OXNARD CA 93030 Single Family 356760 20060401 80.00 No MI 100134000000000000 2.25 20130301 12.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G03 90358 461.2022917 360 358 5.875 0 0 0.25 6.125 SAN ANTONIO TX 78239 PUD 90358 20060301 70.00 No MI 100016000000000000 2.25 20130201 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 136269 809.0971875 360 358 6.875 0 0 0.25 7.125 HOUSTON TX 77072 PUD 136269 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 137960 689.8 360 355 5.75 0 0 0.25 6 ORLANDO FL 32822 Condominium 137960 20051201 80.00 No MI 100016000000000000 2.25 20151101 11 2 2 First Lien N Y 120 Prepay 360 120 N 20351101 CWHL
GROUP III G03 148889.84 759.9585583 360 355 5.875 0 0 0.25 6.125 ROSEVILLE CA 95678 Condominium 148895 20051201 80.00 No MI 100016000000000000 2.25 20121101 11.125 2 2 First Lien N Y 84 Prepay 360 84 N 20351101 CWHL
GROUP III G03 370000 1695.833333 360 355 5.25 0 0 0.25 5.5 MERRICK NY 11566 Single Family 370000 20051201 73.27 No MI 100016000000000000 2.25 20121101 10.5 2 2 First Lien N Y 84 No_PP 360 84 N 20351101 CWHL
GROUP III G01 178856.7 1017.76 360 358 5.25 0 0 0.25 5.5 OWENS CROSS ROADS AL 35763 PUD 179250 20060301 75.00 No MI 100016000000000000 2.25 20110201 10.5 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G05 180000 900 360 355 5.75 0 0 0.25 6 ORLANDO FL 32824 PUD 180000 20051201 80.00 No MI 100016000000000000 2.25 20151101 11 2 2 First Lien N Y 120 Prepay 360 120 N 20351101 CWHL
GROUP III G01 50400 262.5 360 359 6 0 0 0.25 6.25 ANTIOCH TN 37013 Single Family 50400 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 279696 1456.75 360 359 6 0 0 0.25 6.25 LA MESA CA 91942 Condominium 279760 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 270180.8 1519.767 360 359 6.5 0 0 0.25 6.75 KISSIMMEE FL 34772 PUD 270180.8 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G02 107914.57 584.5372542 360 354 6.25 0 0 0.25 6.5 OAKLAND PARK FL 33334 Condominium 107920 20051101 80.00 No MI 100016000000000000 2.25 20101001 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20351001 CWHL
GROUP III G05 350000 1713.541667 360 358 5.625 0 0 0.25 5.875 APPLE VALLEY CA 92307 Single Family 350000 20060301 63.64 No MI 100016000000000000 2.25 20160201 10.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 297520 1642.558333 360 359 6.375 0 0 0.25 6.625 RESTON VA 20190 Condominium 297520 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 240674 1303.650833 360 359 6.25 0 0 0.25 6.5 ORLANDO FL 32809 PUD 240674 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 237127 1037.430625 360 358 5 0 0 0.25 5.25 HAGERSTOWN MD 21740 PUD 237127 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 111920 676.1833333 360 358 7 0 0 0.25 7.25 MIAMI FL 33165 Condominium 111920 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 111721.96 716.64 360 358 6.375 0 0 0.25 6.625 MIAMI FL 33165 Condominium 111920 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.625 2 2 First Lien N N 0 Prepay 360 60 N 20360201 CWHL
GROUP III G03 297798.85 1613.077104 360 357 6.25 0 0 0.25 6.5 HESPERIA CA 92345 Single Family 297800 20060201 79.99 No MI 100016000000000000 2.25 20130101 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G01 132912 609.18 360 359 5.25 0 0 0.25 5.5 KANSAS CITY MO 64106 Condominium 132912 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 342518.58 1980.26 360 356 5.375 0 0 0.25 5.625 MADISON MS 39110 Single Family 344000 20060101 80.00 No MI 100134000000000000 2.25 20101201 10.625 2 2 First Lien N N 0 No_PP 360 60 N 20351201 CWHL
GROUP III G03 255120 1275.6 360 358 5.75 0 0 0.25 6 SAN DIEGO CA 92108 Condominium 255120 20060301 80.00 No MI 100016000000000000 2.25 20130201 11 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 230160 1006.95 360 358 5 0 0 0.25 5.25 ATLANTA GA 30363 Condominium 230160 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 376355.01 2508.19 360 358 6.75 0 0 0.25 7 POLSON MT 59860 Single Family 377000 20060301 65.00 No MI 100016000000000000 2.25 20110201 12 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G05 105120 667.95 360 359 7.375 0 0 0.25 7.625 MIAMI FL 33155 Condominium 105120 20060401 80.00 No MI 100016000000000000 2.25 20160301 12.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 384000 2120 360 355 6.375 0 0 0.25 6.625 IRVINE CA 92614 Condominium 384000 20051201 80.00 No MI 100016000000000000 2.25 20101101 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20351101 CWHL
GROUP III G01 315740.68 1874.710288 360 358 6.875 0 0 0.25 7.125 SAN JACINTO CA 92583 Single Family 315800 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 249450 1299.21875 360 359 6 0 0 0.25 6.25 LAS VEGAS NV 89122 PUD 249450 20060401 79.99 No MI 100016000000000000 2.25 20130301 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G05 105120 646.05 360 359 7.125 0 0 0.25 7.375 MIAMI FL 33155 Condominium 105120 20060401 80.00 No MI 100016000000000000 2.25 20160301 12.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G05 106720 667 360 359 7.25 0 0 0.25 7.5 MIAMI FL 33155 Condominium 106720 20060401 80.00 No MI 100016000000000000 2.25 20160301 12.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 383899.65 1679.560969 360 358 5 0 0 0.25 5.25 FOOTHILL RANCH CA 92610 Condominium 383920 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G05 357949 1827.031354 360 359 5.875 0 0 0.25 6.125 BEAUMONT CA 92223 PUD 357949 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.125 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G02 129920 744.3333333 360 358 6.625 0 0 0.25 6.875 NORTH PORT FL 34286 Single Family 129920 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G03 118746.33 618.4704688 360 355 5.37 0.63 0 0.25 6.25 COMMERCE GA 30529 Single Family 118750 20051201 95.00 YES 100016000000000000 2.25 20121101 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20351101 CWHL
GROUP III G03 181592 1059.286667 360 359 6.75 0 0 0.25 7 LAS VEGAS NV 89149 PUD 181592 20060401 80.00 No MI 100016000000000000 2.25 20130301 12 1.37 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G02 95920 529.5583333 360 357 6.375 0 0 0.25 6.625 PALM HARBOR FL 34683 Condominium 95920 20060201 80.00 No MI 100016000000000000 2.25 20110101 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 270600 1465.75 360 358 6.25 0 0 0.25 6.5 COLD SPRINGS NV 89506 PUD 270600 20060301 79.99 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 319300 1696.28125 360 358 6.125 0 0 0.25 6.375 VANCOUVER WA 98662 PUD 319300 20060301 80.00 No MI 100134000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 184000 958.3333333 360 358 6 0 0 0.25 6.25 CLE ELUM WA 98922 PUD 184000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 328000 1776.666667 360 359 6.25 0 0 0.25 6.5 LOCUST GROVE VA 22508 Single Family 328000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 348000 1595 360 357 5.25 0 0 0.25 5.5 HAMILTON MT 59840 Single Family 348000 20060201 80.00 No MI 100134000000000000 2.25 20110101 10.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G03 404905 2530.65625 360 357 7.25 0 0 0.25 7.5 VAN NUYS CA 91402 Condominium 404905 20060201 80.00 No MI 100016000000000000 2.25 20130101 12.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360101 CWHL
GROUP III G01 192060 740.23125 360 359 4.375 0 0 0.25 4.625 DELAWARE OH 43015 Single Family 192060 20060401 80.00 No MI 100134000000000000 2.25 20110301 9.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 127120 701.8083333 360 357 6.375 0 0 0.25 6.625 JACKSONVILLE FL 32246 Condominium 127120 20060201 80.00 No MI 100016000000000000 2.25 20110101 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 185742 1160.8875 360 358 7.25 0 0 0.25 7.5 HENDERSON NV 89015 PUD 185742 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 95920 599.5 360 356 7.25 0 0 0.25 7.5 PEORIA AZ 85345 Condominium 95920 20060101 80.00 No MI 100134000000000000 2.25 20101201 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20351201 CWHL
GROUP III G01 164600 1131.625 360 356 7.33 0.67 0 0.25 8.25 ZEPHYRHILLS FL 33540 PUD 164600 20060101 89.97 Republic MIC 100060000000000000 3.25 20101201 13.25 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 CWHL
GROUP III G03 199000 1077.916667 360 358 6.25 0 0 0.25 6.5 SYLMAR AREA LOS ANGELES CA 91342 Single Family 199000 20060301 37.20 No MI 100135000000000000 2.25 20130201 11.5 2.33 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 355440 1740.175 360 357 5.625 0 0 0.25 5.875 BAKERSFIELD CA 93306 Single Family 355440 20060201 80.00 No MI 100057000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 192450 1283 360 356 7.22 0.53 0 0.25 8 LEAGUE CITY TX 77573 PUD 192450 20060101 89.99 Republic MIC 100060000000000000 3.5 20101201 13 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 CWHL
GROUP III G01 206550 1097.296875 360 351 6.125 0 0 0.25 6.375 PANAMA CITY BEACH FL 32407 Condominium 206550 20050801 90.00 GE Capital MI 100144000000000000 2.25 20100701 11.375 2.72 2 First Lien N Y 60 No_PP 360 60 N 20350701 CWHL
GROUP III G01 413325.65 2452.52 360 357 5.625 0 0 0.25 5.875 LAS VEGAS NV 89149 PUD 414600 20060201 80.00 No MI 100125000000000000 2.25 20110101 10.875 2 2 First Lien N N 0 No_PP 360 60 N 20360101 CWHL
GROUP III G01 207349 1015.146146 360 357 5.625 0 0 0.25 5.875 LAS VEGAS NV 89118 Condominium 207900 20060201 79.98 No MI 100125000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 254880 1247.85 360 357 5.625 0 0 0.25 5.875 CLERMONT FL 34711 PUD 254880 20060201 90.00 Mortgage Guaranty In 100293000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 325000 1557.291667 360 357 5.5 0 0 0.25 5.75 ALTADENA CA 91001 Single Family 325000 20060201 44.83 No MI 100197000000000000 2.25 20110101 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 220603.96 1080.040221 360 357 5.625 0 0 0.25 5.875 LAS VEGAS NV 89166 PUD 220834 20060201 80.00 No MI 100125000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G03 399999.99 2083.333281 360 357 6 0 0 0.25 6.25 SAN PEDRO CA 90732 Condominium 400000 20060201 78.13 No MI 100077000000000000 2.25 20130101 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G01 119000 582.6041667 360 357 5.625 0 0 0.25 5.875 GROVELAND FL 34736 PUD 119000 20060201 80.00 No MI 100293000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 302491 1386.417083 360 357 5.25 0 0 0.25 5.5 HENDERSON NV 89044 PUD 302491 20060201 61.80 No MI 100057000000000000 2.25 20110101 10.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 205631.39 1205.08 360 356 5.5 0 0 0.25 5.75 WAIPAHU HI 96797 Condominium 206500 20060101 62.58 No MI 100126000000000000 2.75 20101201 11.75 2 2 First Lien N N 0 No_PP 360 60 N 20351201 CWHL
GROUP III G01 59490.87 357.76 360 357 5.75 0 0 0.25 6 BALTIMORE MD 21226 Single Family 59670 20060201 90.00 PMI 100157000000000000 2.75 20110101 11 2.5 2 First Lien N N 0 No_PP 360 60 N 20360101 CWHL
GROUP III G01 175740 878.7 360 357 5.75 0 0 0.25 6 LAKELAND FL 33810 PUD 175740 20060201 95.00 Mortgage Guaranty In 100293000000000000 2.25 20110101 11 2.5 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 298500 1461.40625 360 357 5.625 0 0 0.25 5.875 LAS VEGAS NV 89139 PUD 298500 20060201 79.09 No MI 100125000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 460000 2587.5 360 357 6.5 0 0 0.25 6.75 KAILUA KONA HI 96740 Single Family 460000 20060201 80.00 No MI 100065000000000000 2.25 20110101 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 195804 958.62375 360 357 5.625 0 0 0.25 5.875 LEESBURG FL 34748 PUD 195804 20060201 90.00 Mortgage Guaranty In 100293000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 215500 1279.53125 360 358 6.875 0 0 0.25 7.125 MERIDIAN ID 83642 PUD 215500 20060301 79.97 No MI 100197000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 292250 1583.020833 360 357 6.25 0 0 0.25 6.5 UPPER MARLBORO MD 20774 Condominium 292650 20060201 80.00 No MI 100051000000000000 2.25 20110101 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 299050 1432.947917 360 357 5.5 0 0 0.25 5.75 LAS VEGAS NV 89139 PUD 299050 20060201 79.99 No MI 100125000000000000 2.25 20110101 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 238822.99 1218.992345 360 357 5.875 0 0 0.25 6.125 LAS VEGAS NV 89148 Single Family 239323 20060201 80.00 No MI 100057000000000000 2.25 20110101 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 244000 1169.166667 360 357 5.5 0 0 0.25 5.75 LAS VEGAS NV 89123 Single Family 244000 20060201 80.00 No MI 100125000000000000 2.25 20110101 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 400000 1916.666667 360 357 5.5 0 0 0.25 5.75 LAS VEGAS NV 89139 PUD 400000 20060201 75.39 No MI 100125000000000000 2.25 20110101 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 385100 1845.270833 360 357 5.5 0 0 0.25 5.75 LAS VEGAS NV 89156 PUD 385100 20060201 80.00 No MI 100125000000000000 2.25 20110101 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 129758.56 811.03 360 358 6.125 0 0 0.25 6.375 VALLEY PARK MO 63088 Single Family 130000 20060301 55.79 No MI 100304000000000000 2.25 20110201 11.375 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G01 245657 1484.177708 360 358 7 0 0 0.25 7.25 RICHMOND VA 23223 PUD 245657 20060301 80.00 No MI 100028000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 237000 1234.375 360 358 6 0 0 0.25 6.25 FREDERICK MD 21703 PUD 237000 20060301 69.20 No MI 100063000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 305400 1495.1875 360 358 5.625 0 0 0.25 5.875 ATLANTA GA 30339 PUD 305400 20060301 80.00 No MI 100057000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 147999.11 940.4110115 360 357 7.375 0 0 0.25 7.625 MONTGOMERY IL 60538 Single Family 148000 20060201 80.00 No MI 100016000000000000 2.25 20110101 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 256404.67 1549.111548 360 357 7 0 0 0.25 7.25 ANTHEM AZ 85086 Single Family 258299 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 324856 1387.405833 360 357 4.875 0 0 0.25 5.125 LAS VEGAS NV 89138 PUD 324856 20060201 79.93 No MI 100125000000000000 2.25 20110101 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 162450 727.640625 360 358 5.125 0 0 0.25 5.375 ALEXANDRIA KY 41001 Single Family 162450 20060301 86.67 GE Capital MI 100299000000000000 2.25 20110201 10.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 332664 1420.7525 360 357 4.875 0 0 0.25 5.125 LAS VEGAS NV 89138 PUD 333288 20060201 80.00 No MI 100125000000000000 2.25 20110101 10.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G03 179550 1009.96875 360 358 6.5 0 0 0.25 6.75 PHOENIX AZ 85027 Single Family 179550 20060301 95.00 United Guaranty 100378000000000000 2.25 20130201 11.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 400000 1833.333333 360 357 5.25 0 0 0.25 5.5 LAS VEGAS NV 89178 PUD 400000 20060201 71.54 No MI 100125000000000000 2.25 20110101 10.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 174036.99 906.4426563 360 357 6 0 0 0.25 6.25 UNION CITY GA 30291 PUD 174037 20060201 80.00 No MI 100020000000000000 2.25 20110101 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 295999.83 1603.332413 360 356 6.25 0 0 0.25 6.5 FORT WASHINGTON MD 20744 Single Family 296000 20060101 80.00 No MI 100074000000000000 3.25 20101201 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20351201 CWHL
GROUP III G01 226779 1133.895 360 357 5.75 0 0 0.25 6 AURORA CO 80016 PUD 226779 20060201 80.00 No MI 100020000000000000 2.25 20110101 11 3 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 85450 382.7447917 360 357 5.125 0 0 0.25 5.375 FREDERICKSBURG VA 22407 PUD 85450 20060201 18.99 No MI 100028000000000000 2.25 20110101 10.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 352000 1760 360 359 5.75 0 0 0.25 6 UNION CITY CA 94587 PUD 352000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 196000 939.1666667 360 358 5.5 0 0 0.25 5.75 LAS VEGAS NV 89123 Single Family 196000 20060301 80.00 No MI 100125000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 184685.26 884.9502042 360 357 5.5 0 0 0.25 5.75 LAS VEGAS NV 89129 PUD 184800 20060201 80.00 No MI 100125000000000000 2.25 20110101 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G05 100262.27 563.35 360 357 5.125 0 0 0.25 5.375 KANSAS CITY MO 64118 PUD 100602 20060201 90.00 GE Capital MI 100057000000000000 2.25 20160101 10.375 2 2 First Lien N N 0 No_PP 360 120 N 20360101 CWHL
GROUP III G05 110846.4 622.82 360 357 5.125 0 0 0.25 5.375 KANSAS CITY MO 64118 PUD 111222 20060201 90.00 GE Capital MI 100057000000000000 2.25 20160101 10.375 2 2 First Lien N N 0 No_PP 360 120 N 20360101 CWHL
GROUP III G01 213900 1270.03125 360 357 6.875 0 0 0.25 7.125 MARICOPA AZ 85239 PUD 213900 20060201 94.99 PMI 100060000000000000 2.25 20110101 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 106320 531.6 360 357 5.75 0 0 0.25 6 GRAND PRAIRIE TX 75050 PUD 106320 20060201 80.00 No MI 100057000000000000 2.25 20110101 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 269311.99 1711.25327 360 357 7.375 0 0 0.25 7.625 KISSIMMEE FL 34747 PUD 269312 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 287340 1346.90625 360 357 5.375 0 0 0.25 5.625 APOPKA FL 32703 PUD 287340 20060201 80.00 No MI 100293000000000000 4.38 20110101 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 175950 1026.375 360 357 6.75 0 0 0.25 7 MARICOPA AZ 85239 PUD 175950 20060201 79.98 No MI 100060000000000000 2.25 20110101 12 4.13 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G05 253000 1449.479167 360 358 6.625 0 0 0.25 6.875 DESTIN FL 32541 PUD 253000 20060301 48.65 No MI 100144000000000000 2.25 20160201 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 228000 1425 360 357 7.25 0 0 0.25 7.5 NEWNAN GA 30263 PUD 228000 20060201 80.00 No MI 100086000000000000 2.25 20110101 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 252000 1233.75 360 357 5.625 0 0 0.25 5.875 LAS VEGAS NV 89128 PUD 252000 20060201 80.00 No MI 100125000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 328604.66 1403.415735 360 358 4.875 0 0 0.25 5.125 LAS VEGAS NV 89129 PUD 328608 20060301 90.00 Radian Guaranty 100125000000000000 2.25 20110201 10.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 235999.31 1106.246766 360 358 5.375 0 0 0.25 5.625 LAS VEGAS NV 89104 Single Family 236000 20060301 80.00 No MI 100125000000000000 2.25 20110201 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 254450 1325.260417 360 356 6 0 0 0.25 6.25 HENDERSON NV 89052 PUD 254450 20060101 79.99 No MI 100063000000000000 2.25 20101201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 CWHL
GROUP III G01 260000 1245.833333 360 357 5.5 0 0 0.25 5.75 LAS VEGAS NV 89149 PUD 260000 20060201 80.00 No MI 100125000000000000 2.25 20110101 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 249150 1064.078125 360 357 4.875 0 0 0.25 5.125 LAS VEGAS NV 89118 Condominium 249150 20060201 89.99 GE Capital MI 100125000000000000 2.25 20110101 10.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 327695 1740.879688 360 357 6.125 0 0 0.25 6.375 LAS VEGAS NV 89131 PUD 327695 20060201 95.00 PMI 100057000000000000 2.25 20110101 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 70000 350 360 358 5.75 0 0 0.25 6 FREDERICK MD 21702 Condominium 70000 20060301 28.40 No MI 100299000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 282600 1383.5625 360 358 5.625 0 0 0.25 5.875 LAS VEGAS NV 89123 Single Family 282600 20060301 80.00 No MI 100125000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 193550 1129.041667 360 358 6.75 0 0 0.25 7 ZEPHYRHILLS FL 33540 PUD 193550 20060301 89.98 GE Capital MI 100060000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 185500 888.8541667 360 357 5.5 0 0 0.25 5.75 LAS VEGAS NV 89145 Single Family 185500 20060201 79.27 No MI 100125000000000000 2.25 20110101 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 269150 1626.114583 360 357 7 0 0 0.25 7.25 SURPRISE AZ 85388 PUD 269150 20060201 79.99 No MI 100060000000000000 2.25 20110101 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 254532 1405.22875 360 357 6.375 0 0 0.25 6.625 INDIO CA 92203 PUD 254532 20060201 89.99 PMI 100057000000000000 2.25 20110101 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 294417 1257.405938 360 358 4.875 0 0 0.25 5.125 NORTH LAS VEGAS NV 89081 PUD 294417 20060301 90.00 Mortgage Guaranty In 100125000000000000 2.25 20110201 10.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 257597.68 1556.319317 360 358 7 0 0 0.25 7.25 ANTHEM AZ 85086 PUD 259499 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 207950 996.4270833 360 357 5.5 0 0 0.25 5.75 HOLLY SPRINGS NC 27540 PUD 207950 20060201 79.98 No MI 100060000000000000 2.25 20130101 10.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G01 178650 1023.515625 360 358 6.625 0 0 0.25 6.875 LEESBURG FL 34748 PUD 178650 20060301 89.79 United Guaranty 100293000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 119120 558.375 360 351 5.375 0 0 0.25 5.625 MIAMI FL 33172 Condominium 119120 20050801 80.00 No MI 100063000000000000 2.25 20120701 10.625 2 2 First Lien N Y 84 No_PP 360 84 N 20350701 CWHL
GROUP III G01 151246.62 835.0073813 360 357 6.375 0 0 0.25 6.625 MYRTLE BEACH SC 29579 PUD 151405 20060201 90.00 YES 100020000000000000 2.25 20110101 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 226837.25 1382.34 360 357 5.875 0 0 0.25 6.125 DAYTONA BEACH FL 32124 PUD 227504 20060201 90.00 YES 100020000000000000 2.25 20110101 12.125 2 2 First Lien N N 0 No_PP 360 60 N 20360101 CWHL
GROUP III G03 198550 1199.572917 360 358 7 0 0 0.25 7.25 RICHMOND TX 77469 PUD 198550 20060301 95.00 Mortgage Guaranty In 100039000000000000 2.25 20130201 12.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 224000 1330 360 357 6.875 0 0 0.25 7.125 KISSIMMEE FL 34759 PUD 224000 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 123650 618.25 360 358 5.75 0 0 0.25 6 ASHEVILLE NC 28806 Single Family 123650 20060301 79.98 No MI 100075000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 195699.66 1113.61 360 358 5.25 0 0 0.25 5.5 BRENTWOOD CA 94513 PUD 196130 20060301 25.94 No MI 100057000000000000 2.25 20110201 10.5 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G03 303350 1579.947917 360 357 6 0 0 0.25 6.25 FALLS CHURCH VA 22043 Condominium 303350 20060201 80.00 No MI 100063000000000000 2.25 20130101 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G01 334400 1881 360 357 6.5 0 0 0.25 6.75 ROCKVILLE MD 20853 Single Family 334400 20060201 80.00 No MI 100115000000000000 2.25 20110101 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 323040 1547.9 360 357 5.5 0 0 0.25 5.75 MODESTO CA 95351 Single Family 323040 20060201 80.00 No MI 100057000000000000 2.25 20110101 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 176000 971.6666667 360 358 6.375 0 0 0.25 6.625 SPARKS NV 89436 PUD 176000 20060301 58.67 No MI 100045000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 217000 1062.395833 360 358 5.625 0 0 0.25 5.875 PHOENIX AZ 85032 PUD 217000 20060301 67.39 No MI 100197000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 115280 588.4083333 360 358 5.875 0 0 0.25 6.125 OAKWOOD GA 30566 PUD 115280 20060301 80.00 No MI 100086000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 313800 1634.375 360 358 6 0 0 0.25 6.25 BAKERSFIELD CA 93311 Single Family 313900 20060301 80.00 No MI 100060000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 383339 1637.176979 360 359 4.875 0 0 0.25 5.125 HENDERSON NV 89015 Single Family 383339 20060401 95.00 Radian Guaranty 100125000000000000 2.25 20110301 10.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 238604 1019.037917 360 359 4.875 0 0 0.25 5.125 NORTH LAS VEGAS NV 89081 PUD 238604 20060401 80.00 No MI 100125000000000000 2.25 20110301 10.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 161000 905.625 360 358 6.5 0 0 0.25 6.75 BUSHWOOD MD 20618 Single Family 161000 20060301 68.51 No MI 100376000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 326800 1974.416667 360 357 7 0 0 0.25 7.25 CASTLE ROCK CO 80104 PUD 326800 20060201 80.00 No MI 100020000000000000 2.25 20130101 12.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G01 175200 985.5 360 357 6.5 0 0 0.25 6.75 LAS VEGAS NV 89148 Condominium 175200 20060201 80.00 No MI 100322000000000000 2.25 20110101 11.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G03 170910 979.171875 360 358 6.625 0 0 0.25 6.875 PHOENIX AZ 85035 Single Family 170910 20060301 90.00 Republic MIC 100035000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 116000 555.8333333 360 357 5.5 0 0 0.25 5.75 LAS VEGAS NV 89129 PUD 116000 20060201 40.99 No MI 100125000000000000 2.25 20110101 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 144000 660 360 358 5.25 0 0 0.25 5.5 LAS VEGAS NV 89103 Condominium 144000 20060301 80.00 No MI 100125000000000000 2.25 20110201 10.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 200000 1145.833333 360 358 6.625 0 0 0.25 6.875 COACHELLA CA 92236 Single Family 200000 20060301 68.03 No MI 100155000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 399950 1874.765625 360 358 5.375 0 0 0.25 5.625 LAVEEN AZ 85339 PUD 399950 20060301 79.99 No MI 100060000000000000 2.25 20110201 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 180584.23 921.7320073 360 358 5.875 0 0 0.25 6.125 COOLIDGE AZ 85228 Single Family 180721 20060301 80.00 No MI 100057000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 181000 1150.104167 360 358 7.375 0 0 0.25 7.625 PHOENIX AZ 85043 PUD 181000 20060301 89.98 Republic MIC 100133000000000000 2.25 20130201 12.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 180900 942.1875 360 358 6 0 0 0.25 6.25 INDIO CA 92203 Single Family 180900 20060301 63.04 No MI 100057000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 397938.07 2554.84 360 357 6.375 0 0 0.25 6.625 SALINAS CA 93901 Single Family 399000 20060201 70.00 No MI 100247000000000000 2.25 20160101 11.625 2 2 First Lien N N 0 No_PP 360 120 N 20360101 CWHL
GROUP III G01 182997.66 857.8015313 360 355 5.375 0 0 0.25 5.625 HESPERIA CA 92345 Single Family 184000 20051201 55.04 No MI 100253000000000000 2.25 20101101 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20351101 CWHL
GROUP III G01 166500 745.78125 360 357 5.125 0 0 0.25 5.375 LAS VEGAS NV 89144 Condominium 166500 20060201 74.00 No MI 100125000000000000 2.25 20110101 10.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 313450 1501.947917 360 358 5.5 0 0 0.25 5.75 CHANDLER AZ 85249 PUD 313500 20060301 95.00 GE Capital MI 100125000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 249895.69 1405.663256 360 358 6.5 0 0 0.25 6.75 REDDING CA 96003 PUD 249900 20060301 71.42 No MI 100045000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 254430 1325.15625 360 357 6 0 0 0.25 6.25 ROMOLAND CA 92585 PUD 254430 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 165265.04 928.58 360 357 5.125 0 0 0.25 5.375 LOCKPORT IL 60441 Condominium 165825 20060201 71.84 No MI 100057000000000000 2.25 20110101 10.375 2 2 First Lien N N 0 No_PP 360 60 N 20360101 CWHL
GROUP III G01 320000 1866.666667 360 358 6.75 0 0 0.25 7 SANTA MARIA CA 93458 Single Family 320000 20060301 68.82 No MI 100016000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 142599.99 727.8541156 360 357 5.875 0 0 0.25 6.125 SPANISH FORK UT 84660 PUD 142600 20060201 94.98 YES 100020000000000000 2.25 20110101 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 321639 1943.235625 360 357 7 0 0 0.25 7.25 SELBYVILLE DE 19975 PUD 321639 20060201 75.00 No MI 100099000000000000 2.25 20110101 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G05 193233.1 1006.422396 360 353 6 0 0 0.25 6.25 PHOENIX AZ 85037 PUD 193500 20051001 90.00 Republic MIC 100077000000000000 2.25 20150901 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20350901 CWHL
GROUP III G01 151800 743.1875 360 358 5.625 0 0 0.25 5.875 MUNDELEIN IL 60060 Single Family 151800 20060301 79.48 No MI 100196000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 250000 1406.25 360 358 6.5 0 0 0.25 6.75 CHALFONT PA 18914 PUD 250000 20060301 46.87 No MI 100092000000000000 2.25 20160201 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 350000 1713.541667 360 358 5.625 0 0 0.25 5.875 MANTECA CA 95336 Single Family 350000 20060301 76.92 No MI 100197000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 178220 1095.310417 360 358 7.125 0 0 0.25 7.375 INDIAN TRAIL NC 28079 PUD 178220 20060301 80.00 No MI 100051000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 279850 1457.552083 360 358 5.47 0.53 0 0.25 6.25 NORTH LAS VEGAS NV 89081 PUD 279850 20060301 89.99 Republic MIC 100125000000000000 2.875 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 112544 527.55 360 357 5.375 0 0 0.25 5.625 OLMSTED TOWNSHIP OH 44138 PUD 112544 20060201 80.00 No MI 100057000000000000 2.25 20110101 10.625 2.095 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 239193.92 1171.053567 360 358 5.625 0 0 0.25 5.875 SMYRNA GA 30082 PUD 239200 20060301 80.00 No MI 100057000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 307999.99 1475.833285 360 357 5.5 0 0 0.25 5.75 MACUNGIE PA 18062 Single Family 308000 20060201 80.00 No MI 100057000000000000 2.25 20110101 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G03 414324 2503.2075 360 358 7 0 0 0.25 7.25 HAPPY VALLEY OR 97015 PUD 414324 20060301 80.00 No MI 100020000000000000 2.25 20130201 12.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 185599.99 947.3332823 360 357 5.875 0 0 0.25 6.125 LOS LUNAS NM 87031 PUD 185600 20060201 80.00 No MI 100020000000000000 2.25 20110101 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 256021 1280.105 360 358 5.75 0 0 0.25 6 HENDERSON NV 89044 PUD 256021 20060301 89.99 PMI 100057000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 120000 587.5 360 357 5.625 0 0 0.25 5.875 APOLLO BEACH FL 33572 Condominium 120000 20060201 80.00 No MI 100214000000000000 2.25 20130101 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G03 344000 1684.166667 360 357 5.625 0 0 0.25 5.875 FAIRFIELD OH 45014 PUD 344000 20060201 70.94 No MI 100028000000000000 2.25 20130101 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G05 333600 1772.25 360 358 6.125 0 0 0.25 6.375 CHERRY HILL NJ 8034 Single Family 333600 20060301 80.00 No MI 100345000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 361000 1917.8125 360 358 6.125 0 0 0.25 6.375 SOUTH JORDAN UT 84095 Single Family 361000 20060301 95.00 Mortgage Guaranty In 100039000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 136850 812.546875 360 358 6.875 0 0 0.25 7.125 PHOENIX AZ 85043 PUD 136850 20060301 79.98 No MI 100133000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 97242 607.7625 360 358 7.25 0 0 0.25 7.5 SAINT PETERSBURG FL 33712 Condominium 97242 20060301 90.00 GE Capital MI 100139000000000000 2.25 20110201 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 243868 1371.7575 360 358 6.5 0 0 0.25 6.75 SANTA CLARITA CA 91350 Condominium 243868 20060301 80.00 No MI 100020000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
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GROUP III G03 274836 1202.4075 360 357 5 0 0 0.25 5.25 MORENO VALLEY CA 92555 Condominium 274836 20060201 80.00 No MI 100020000000000000 2.5 20130101 10.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
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GROUP III G01 279783 1573.779375 360 357 6.5 0 0 0.25 6.75 PARRISH FL 34219 PUD 279783 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
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GROUP III G01 170541.7 728.3551771 360 357 4.875 0 0 0.25 5.125 COLORADO SPRINGS CO 80915 PUD 170544 20060201 80.00 No MI 100063000000000000 2.25 20110101 10.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
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GROUP III G05 427278.78 2811.66 360 358 6.625 0 0 0.25 6.875 LONG BEACH CA 90808 Single Family 428000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.875 2 2 First Lien N N 0 No_PP 360 120 N 20360201 CWHL
GROUP III G02 432800 1893.5 360 358 5 0 0 0.25 5.25 SUTTER CREEK CA 95685 Single Family 432800 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G04 480542 3053.443958 360 359 6.655 0.72 0 0.25 7.625 ISSAQUAH WA 98027 PUD 480542 20060401 90.00 GE Capital MI 100016000000000000 3.25 20130301 12.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G04 543800 3115.520833 360 358 6.625 0 0 0.25 6.875 NORTHRIDGE CA 91326 Single Family 544000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.875 2.28 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G02 448000 2473.333333 360 359 6.375 0 0 0.25 6.625 BAINBRIDGE ISLAND WA 98110 PUD 448000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G04 503200 2725.666667 360 358 6.25 0 0 0.25 6.5 OXNARD CA 93030 PUD 503200 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G04 760000 4116.666667 360 358 6.25 0 0 0.25 6.5 SAN JOSE CA 95128 Single Family 760000 20060301 80.00 No MI 100134000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G05 759243.42 4556.58 360 359 5.75 0 0 0.25 6 LOS ANGELES CA 90064 Single Family 760000 20060401 50.17 No MI 100016000000000000 2.25 20160301 11 2 2 First Lien N N 0 No_PP 360 120 N 20360301 CWHL
GROUP III G02 825200 4211.958333 360 358 5.875 0 0 0.25 6.125 BOTHELL WA 98012 Single Family 825200 20060301 80.00 No MI 100134000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G04 456000 2422.5 360 358 6.125 0 0 0.25 6.375 ESCONDIDO CA 92029 Single Family 456000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G05 580800 3085.5 360 358 6.125 0 0 0.25 6.375 VISTA CA 92083 Single Family 580800 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G04 499748.82 2811.087113 360 358 6.5 0 0 0.25 6.75 ESCONDIDO CA 92029 Single Family 500000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 540000 3431.25 360 358 7.375 0 0 0.25 7.625 LA QUINTA CA 92253 Condominium 540000 20060301 75.00 No MI 100016000000000000 2.25 20130201 12.625 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
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GROUP III G05 710209 3477.064896 360 358 5.625 0 0 0.25 5.875 PLAYA VISTA CA 90094 Condominium 710209 20060301 73.22 No MI 100016000000000000 2.25 20160201 10.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G04 540000 2925 360 359 6.25 0 0 0.25 6.5 SOLVANG CA 93463 Single Family 540000 20060401 72.97 No MI 100016000000000000 2.25 20130301 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G04 480000 2900 360 359 7 0 0 0.25 7.25 DALY CITY CA 94014 Single Family 480000 20060401 76.19 No MI 100016000000000000 2.25 20130301 12.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G02 650000 3656.25 360 359 6.5 0 0 0.25 6.75 SCOTTS VALLEY CA 95066 Single Family 650000 20060401 79.75 No MI 100016000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G04 556000 3243.333333 360 358 6.75 0 0 0.25 7 COSTA MESA CA 92626 Single Family 556000 20060301 80.00 No MI 100016000000000000 2.25 20130201 12 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G02 744947.4 3647.138313 360 358 5.625 0 0 0.25 5.875 IRVINE CA 92612 Condominium 745000 20060301 79.78 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G02 632000 3555 360 358 6.5 0 0 0.25 6.75 SAN JOSE CA 95138 Single Family 632000 20060301 80.00 No MI 100134000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G04 584000 3224.166667 360 359 6.375 0 0 0.25 6.625 HUNTINGTON BEACH CA 92647 Single Family 584000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G04 1000000 5729.166667 360 359 6.625 0 0 0.25 6.875 LAS VEGAS NV 89138 PUD 1000000 20060401 76.92 No MI 100016000000000000 2.25 20130301 11.875 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G02 480000 2750 360 358 6.625 0 0 0.25 6.875 LAS VEGAS NV 89130 PUD 480000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G04 600000 3312.5 360 359 6.375 0 0 0.25 6.625 ROLLING HILLS ESTATES CA 90274 Single Family 600000 20060401 44.05 No MI 100016000000000000 2.25 20130301 11.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G04 491400 2815.3125 360 359 6.625 0 0 0.25 6.875 ELLICOTT CITY MD 21042 Single Family 491400 20060401 69.31 No MI 100016000000000000 2.25 20130301 11.875 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G02 419660 2360.5875 360 358 6.5 0 0 0.25 6.75 LONG BEACH CA 90808 Single Family 419660 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G04 732000 4041.25 360 359 6.375 0 0 0.25 6.625 WEST HOLLYWOOD CA 90069 Condominium 732000 20060401 66.55 No MI 100016000000000000 2.25 20130301 11.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G02 488000 3050 360 358 7.25 0 0 0.25 7.5 LOS ANGELES CA 91344 Single Family 488000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G04 800000 5000 360 359 7.25 0 0 0.25 7.5 GARRISON NY 10524 Single Family 800000 20060401 64.00 No MI 100016000000000000 2.25 20130301 12.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G04 690750 4461.09375 360 359 7.5 0 0 0.25 7.75 KIHEI HI 96753 Single Family 690750 20060401 90.00 PMI 100016000000000000 2.25 20130301 12.75 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G04 688500 3801.09375 360 359 6.375 0 0 0.25 6.625 LAHAINA HI 96761 PUD 688500 20060401 75.00 No MI 100016000000000000 2.25 20130301 11.625 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G04 648000 4185 360 359 7.5 0 0 0.25 7.75 RIDGEWOOD NJ 7450 Single Family 648000 20060401 80.00 No MI 100016000000000000 2.25 20130301 12.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G04 6000000 34375 360 359 6.625 0 0 0.25 6.875 KAILUA-KONA HI 96740 PUD 6000000 20060401 64.52 No MI 100016000000000000 2.25 20130301 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G02 816000 4335 360 359 6.125 0 0 0.25 6.375 LOS ANGELES CA 90025 Condominium 816000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G04 500000 2656.25 360 358 6.125 0 0 0.25 6.375 NEWARK CA 94560 Single Family 500000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G04 420000 2318.75 360 358 6.375 0 0 0.25 6.625 SAN DIEGO CA 92154 Single Family 420000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.625 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G02 1226250 7536.328125 360 359 7.125 0 0 0.25 7.375 BONITA CA 91902 Single Family 1226250 20060401 75.00 No MI 100134000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G04 540000 3375 360 359 7.25 0 0 0.25 7.5 DENVER CO 80206 Single Family 540000 20060401 80.00 No MI 100016000000000000 2.25 20130301 12.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G04 731250 4722.65625 360 359 7.5 0 0 0.25 7.75 NANTUCKET MA 2554 Single Family 731250 20060401 74.62 No MI 100016000000000000 2.25 20130301 12.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G05 449114.39 2770.73 360 358 6 0 0 0.25 6.25 CRESSKILL NJ 7626 Single Family 450000 20060301 69.23 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N N 0 No_PP 360 120 N 20360201 CWHL
GROUP III G05 598858.43 3694.3 360 358 6 0 0 0.25 6.25 KIRKLAND WA 98033 PUD 600000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N N 0 No_PP 360 120 N 20360201 CWHL
GROUP III G04 495950 3099.6875 360 358 7.25 0 0 0.25 7.5 LAS VEGAS NV 89156 PUD 495950 20060301 79.99 No MI 100016000000000000 2.25 20130201 12.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 743421.4 4259.185104 360 358 6.625 0 0 0.25 6.875 EASTHAM MA 2642 Single Family 746250 20060301 75.00 No MI 100016000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 500000 2604.166667 360 359 6 0 0 0.25 6.25 OXNARD CA 93033 Single Family 500000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G05 608000 2976.666667 360 358 5.625 0 0 0.25 5.875 AGOURA HILLS CA 91301 Single Family 608000 20060301 80.00 No MI 100016000000000000 2.25 20160201 10.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G04 539000 3256.458333 360 358 7 0 0 0.25 7.25 LOS ANGELES CA 91335 Single Family 539000 20060301 74.97 No MI 100016000000000000 2.25 20130201 12.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G04 464000 2658.333333 360 358 6.625 0 0 0.25 6.875 GARDEN GROVE CA 92840 Single Family 464000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G04 978572 5300.598333 360 359 6.25 0 0 0.25 6.5 SOUTH RIDING VA 20152 Single Family 978572 20060401 75.00 No MI 100016000000000000 2.25 20130301 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G02 787500 4757.8125 360 359 7 0 0 0.25 7.25 KISSIMMEE FL 34747 Single Family 787500 20060401 75.00 No MI 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G02 936000 5362.5 360 359 6.625 0 0 0.25 6.875 LOS ANGELES CA 90068 Single Family 936000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 650000 3723.958333 360 359 6.625 0 0 0.25 6.875 LOS ANGELES CA 90049 Single Family 650000 20060401 56.52 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G04 960000 5800 360 359 7 0 0 0.25 7.25 LAS VEGAS NV 89109 Condominium 960000 20060401 80.00 No MI 100016000000000000 2.25 20130301 12.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G04 600000 3687.5 360 359 7.125 0 0 0.25 7.375 DESTIN FL 32541 PUD 600000 20060401 80.00 No MI 100016000000000000 2.25 20130301 12.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G04 995000 6011.458333 360 358 7 0 0 0.25 7.25 NAVARRE FL 32566 PUD 995000 20060301 66.78 No MI 100134000000000000 2.25 20130201 12.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G04 750000 4687.5 360 358 7.25 0 0 0.25 7.5 PANAMA CITY FL 32408 Single Family 750000 20060301 58.18 No MI 100016000000000000 2.25 20130201 12.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 513600 2889 360 358 6.5 0 0 0.25 6.75 SAN JOSE CA 95111 Single Family 513600 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.75 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G04 608000 2976.666667 360 358 5.625 0 0 0.25 5.875 MORGAN HILL CA 95037 2-4 Family 608000 20060301 80.00 No MI 100016000000000000 2.25 20130201 10.875 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G05 525000 2789.0625 360 358 6.125 0 0 0.25 6.375 SEATTLE WA 98117 Single Family 525000 20060301 70.00 No MI 100134000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G02 560000 3208.333333 360 358 6.625 0 0 0.25 6.875 SANDY UT 84092 PUD 560000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 650000 3927.083333 360 358 7 0 0 0.25 7.25 DRAPER UT 84020 Single Family 650000 20060301 76.48 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 423257 2468.999167 360 358 6.75 0 0 0.25 7 PALMDALE CA 93551 Single Family 423257 20060301 80.00 No MI 100016000000000000 2.25 20110201 12 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G04 999072.8 6238.69 360 359 6.125 0 0 0.25 6.375 BRENTWOOD TN 37027 Single Family 999999 20060401 54.05 No MI 100016000000000000 2.25 20130301 11.375 2 2 First Lien N N 0 No_PP 360 84 N 20360301 CWHL
GROUP III G02 520000 2654.166667 360 359 5.875 0 0 0.25 6.125 SAN LEANDRO CA 94578 Single Family 520000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G04 637895.92 3920.402008 360 358 7.125 0 0 0.25 7.375 HENDERSON NV 89015 PUD 638092 20060301 75.00 No MI 100016000000000000 2.25 20130201 12.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 982500 4912.5 360 358 5.75 0 0 0.25 6 WINNETKA IL 60093 Single Family 982500 20060301 75.00 No MI 100016000000000000 2.25 20160201 11 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G04 481388.33 2607.520121 360 358 6.25 0 0 0.25 6.5 CRESTWOOD KY 40014 Single Family 481600 20060301 80.00 No MI 100134000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 420000 2318.75 360 358 6.375 0 0 0.25 6.625 LAS VEGAS NV 89141 PUD 420000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 435600 2268.75 360 359 6 0 0 0.25 6.25 ASHBURN VA 20148 PUD 435600 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G02 2700000 17718.75 360 359 7.625 0 0 0.25 7.875 SANTA BARBARA CA 93108 Single Family 2700000 20060401 60.00 No MI 100134000000000000 2.25 20110301 12.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 1000000 5208.333333 360 359 6 0 0 0.25 6.25 LOS ANGELES CA 90046 Single Family 1000000 20060401 76.92 No MI 100016000000000000 2.25 20110301 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 541000.73 2986.774864 360 358 6.375 0 0 0.25 6.625 OXNARD CA 93030 Single Family 542000 20060301 79.12 No MI 100016000000000000 2.25 20160201 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G04 500775.28 3337.16 360 358 6.75 0 0 0.25 7 PANAMA CITY BEACH FL 32408 PUD 501600 20060301 80.00 No MI 100016000000000000 2.75 20130201 12 2 2 First Lien N N 0 Prepay 360 84 N 20360201 CWHL
GROUP III G04 540000 3487.5 360 359 7.5 0 0 0.25 7.75 CARLSBAD CA 92010 Single Family 540000 20060401 80.00 No MI 100016000000000000 2.25 20130301 12.75 2.5 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G04 481600 2709 360 358 6.5 0 0 0.25 6.75 OXNARD CA 93030 Single Family 481600 20060301 74.09 No MI 100134000000000000 2.25 20130201 11.75 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G04 568000 3076.666667 360 359 6.25 0 0 0.25 6.5 DALY CITY CA 94014 Single Family 568000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G02 598500 3678.28125 360 359 7.125 0 0 0.25 7.375 RIVERSIDE CA 92508 Single Family 598500 20060401 70.00 No MI 100016000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 634000 2971.875 360 359 5.375 0 0 0.25 5.625 BARRINGTON IL 60010 Single Family 634000 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G04 1040000 6608.333333 360 358 7.375 0 0 0.25 7.625 NAPLES FL 34103 Single Family 1040000 20060301 77.04 No MI 100016000000000000 2.25 20130201 12.625 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G02 1000000 5208.333333 360 358 6 0 0 0.25 6.25 CASTLE ROCK CO 80108 PUD 1000000 20060301 59.70 No MI 100134000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G05 752000 3681.666667 360 359 5.625 0 0 0.25 5.875 GOLETA CA 93117 Single Family 752000 20060401 80.00 No MI 100134000000000000 2.25 20160301 10.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G02 603565 3898.023958 360 359 7.5 0 0 0.25 7.75 INDIO CA 92201 PUD 603565 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 532000 2770.833333 360 359 6 0 0 0.25 6.25 PACIFIC PALISADES CA 90272 Condominium 532000 20060401 80.00 No MI 100134000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G05 594510 3096.40625 360 358 6 0 0 0.25 6.25 LOS ANGELES CA 90049 Condominium 594510 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G02 524250 3167.34375 360 359 7 0 0 0.25 7.25 MARINA DEL REY CA 90292 Condominium 524250 20060401 70.84 No MI 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G04 780000 5118.75 360 358 7.625 0 0 0.25 7.875 LAS VEGAS NV 89109 Condominium 780000 20060301 80.00 No MI 100016000000000000 2.25 20130201 12.875 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G04 478400 2940.166667 360 359 7.125 0 0 0.25 7.375 ORANGE CA 92867 Single Family 478400 20060401 80.00 No MI 100134000000000000 2.25 20130301 12.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G02 1051300 5694.541667 360 358 6.25 0 0 0.25 6.5 CORONA CA 92883 Single Family 1051300 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 481600 2809.333333 360 358 6.75 0 0 0.25 7 BRYANS ROAD MD 20616 Single Family 481600 20060301 69.80 No MI 100016000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 443399.99 2263.187449 360 358 5.595 0.28 0 0.25 6.125 FREDERICKSBURG VA 22405 PUD 443400 20060301 82.11 PMI 100016000000000000 2.75 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G04 487000 2587.1875 360 359 6.125 0 0 0.25 6.375 LOS ANGELES CA 91406 Single Family 487000 20060401 74.92 No MI 100016000000000000 2.25 20130301 11.375 2.22 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G05 500000 2656.25 360 359 6.125 0 0 0.25 6.375 EL CAJON CA 92020 PUD 500000 20060401 78.74 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G05 650000 3317.708333 360 359 5.875 0 0 0.25 6.125 LOS ANGELES CA 90049 Condominium 650000 20060401 50.00 No MI 100134000000000000 2.25 20160301 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G05 457692 2336.13625 360 358 5.875 0 0 0.25 6.125 CLOVIS CA 93611 Single Family 457692 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.125 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G05 419601.49 2586.01 360 359 6 0 0 0.25 6.25 OXNARD CA 93036 Single Family 420000 20060401 68.85 No MI 100134000000000000 2.25 20160301 11.25 2 2 First Lien N N 0 Prepay 360 120 N 20360301 CWHL
GROUP III G04 448000 2380 360 358 6.125 0 0 0.25 6.375 MARYSVILLE WA 98271 PUD 448000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 572000 3277.083333 360 358 6.625 0 0 0.25 6.875 YUCAIPA CA 92399 Single Family 572000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G02 1000000 5520.833333 360 359 6.375 0 0 0.25 6.625 COCONUT GROVE FL 33133 Condominium 1000000 20060401 72.73 No MI 100016000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G02 432000 2475 360 359 6.625 0 0 0.25 6.875 PERRIS CA 92571 Single Family 432000 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G04 750000 4531.25 360 359 7 0 0 0.25 7.25 WILDWOOD CREST NJ 8260 Condominium 750000 20060401 52.48 No MI 100016000000000000 2.25 20130301 12.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G04 480000 2650 360 358 6.375 0 0 0.25 6.625 SAN LEANDRO CA 94577 Single Family 480000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.625 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G02 496000 2480 360 359 5.75 0 0 0.25 6 MILPITAS CA 95035 Single Family 496000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 796000 4228.75 360 359 6.125 0 0 0.25 6.375 MOUNT AIRY MD 21771 PUD 796000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G05 615920 3721.183333 360 359 7 0 0 0.25 7.25 BRADENTON FL 34202 Condominium 615920 20060401 80.00 No MI 100016000000000000 2.25 20160301 12.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G04 424000 2385 360 359 6.5 0 0 0.25 6.75 SIMI VALLEY CA 93065 Condominium 424000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.75 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G05 500000 2552.083333 360 359 5.875 0 0 0.25 6.125 SANTA BARBARA CA 93111 Single Family 500000 20060401 55.25 No MI 100016000000000000 2.25 20160301 11.125 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 145000 785.4166667 360 358 6.25 0 0 0.25 6.5 ALEXANDRIA VA 22309 Condominium 145000 20060301 52.73 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 159975 766.546875 360 358 5.5 0 0 0.25 5.75 LANSING KS 66043 Single Family 168000 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 175120 912.0833333 360 358 6 0 0 0.25 6.25 TAYLORSVILLE UT 84084 Single Family 175120 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 400000 1875 360 358 5.375 0 0 0.25 5.625 RANCHO CUCAMONGA CA 91730 Single Family 400000 20060301 76.19 No MI 100016000000000000 2.25 20110201 10.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G05 212000 1170.416667 360 359 6.375 0 0 0.25 6.625 LANCASTER CA 93535 Single Family 212000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 317267 1949.870104 360 357 7.125 0 0 0.25 7.375 LAS VEGAS NV 89139 PUD 317540 20060201 80.00 No MI 100063000000000000 2.25 20110101 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 250729 1567.05625 360 358 7.25 0 0 0.25 7.5 TUCSON AZ 85757 PUD 250738 20060301 90.00 United Guaranty 100063000000000000 2.25 20110201 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 158200 840.4375 360 357 6.125 0 0 0.25 6.375 NORTH LAS VEGAS NV 89115 PUD 158200 20060201 51.64 No MI 100063000000000000 2.25 20110101 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 206897.05 1142.24413 360 357 6.375 0 0 0.25 6.625 LAS VEGAS NV 89131 PUD 206984 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 250319 1251.595 360 357 5.75 0 0 0.25 6 HENDERSON NV 89052 PUD 250319 20060201 90.00 Radian Guaranty 100063000000000000 2.25 20110101 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G04 452000 2542.5 360 357 6.5 0 0 0.25 6.75 RANCHO CUCAMONGA CA 91730 Single Family 452000 20060201 89.86 GE Capital MI 100032000000000000 2.25 20130101 11.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G04 607217.68 3894.97 360 358 6.375 0 0 0.25 6.625 DOVER NH 3820 Single Family 608294 20060301 89.98 United Guaranty 100016000000000000 2.25 20130201 11.625 2 2 First Lien N N 0 No_PP 360 84 N 20360201 CWHL
GROUP III G05 480000 2400 360 358 5.75 0 0 0.25 6 SAN DIEGO CA 92122 Condominium 480000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G04 1661713 9520.230729 360 358 6.625 0 0 0.25 6.875 LADERA RANCH AREA CA 92694 PUD 1661713 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 563353.5 4056.68 360 353 7.5 0 0 0.25 7.75 BROOKLYN NY 11231 Single Family 566250 20051001 75.00 No MI 100073000000000000 2.75 20150901 13.75 2 1 First Lien N N 0 Prepay 360 120 N 20350901 CWHL
GROUP III G05 526300 2576.677083 360 356 5.625 0 0 0.25 5.875 THOUSAND OAKS CA 91362 Condominium 526500 20060101 65.00 No MI 100171000000000000 2.25 20151201 10.875 2.5 2 First Lien N Y 120 Prepay 360 120 N 20351201 CWHL
GROUP III G05 160800 804 360 359 5.75 0 0 0.25 6 NORTH PORT FL 34286 Single Family 160800 20060401 80.00 No MI 100016000000000000 2.25 20160301 11 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 112000 501.6666667 360 359 5.125 0 0 0.25 5.375 ROTONDA WEST FL 33947 Single Family 112000 20060401 40.00 No MI 100016000000000000 2.25 20110301 10.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 259200 1404 360 358 6.25 0 0 0.25 6.5 REDMOND WA 98052 Condominium 259200 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 304000 1710 360 359 6.5 0 0 0.25 6.75 VACAVILLE CA 95687 Single Family 304000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 310400 1843 360 358 6.875 0 0 0.25 7.125 MIAMI FL 33125 2-4 Family 310400 20060301 80.00 No MI 100146000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G05 328825 1746.882813 360 359 6.125 0 0 0.25 6.375 ROMOLAND CA 92585 PUD 328825 20060401 79.99 No MI 100095000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G03 217823.2 1415.25 360 358 6.5 0 0 0.25 6.75 SICKLERVILLE NJ 8081 PUD 218200 20060301 64.71 No MI 100133000000000000 2.25 20130201 11.75 2 2 First Lien N N 0 No_PP 360 84 N 20360201 CWHL
GROUP III G01 293000 1526.041667 360 358 6 0 0 0.25 6.25 OAKDALE CA 95361 Single Family 293000 20060301 66.59 No MI 100218000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 187799.98 880.3124063 360 358 5.375 0 0 0.25 5.625 LAS VEGAS NV 89146 Single Family 188000 20060301 79.32 No MI 100267000000000000 2.25 20110201 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 188947.46 984.1013542 360 358 6 0 0 0.25 6.25 ROCKLIN CA 95677 Single Family 189000 20060301 54.00 No MI 100218000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 164000 905.4166667 360 359 6.375 0 0 0.25 6.625 SERGEANT BLUFF IA 51054 Single Family 164000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 353000 1875.3125 360 358 6.125 0 0 0.25 6.375 FAIRVIEW NC 28730 Single Family 353000 20060301 85.68 PMI 100075000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 226977.19 1134.88595 360 355 5.75 0 0 0.25 6 LEMON GROVE CA 91945 Single Family 227000 20051201 53.41 No MI 100110000000000000 2.25 20101101 11 2 2 First Lien N Y 60 No_PP 360 60 N 20351101 CWHL
GROUP III G01 327381.02 1739.211669 360 357 6.125 0 0 0.25 6.375 LANCASTER CA 93536 Single Family 327468 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 258925.42 1348.569896 360 357 6 0 0 0.25 6.25 LAS VEGAS NV 89178 PUD 258991 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 176438.67 863.8143219 360 357 5.625 0 0 0.25 5.875 FOUNTAIN CO 80817 PUD 176482 20060201 80.00 No MI 100063000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 264912 1434.94 360 357 6.25 0 0 0.25 6.5 LAS VEGAS NV 89115 PUD 264912 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 209457.32 1069.105071 360 357 5.875 0 0 0.25 6.125 LAS VEGAS NV 89129 PUD 209511 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 219116 1141.229167 360 357 6 0 0 0.25 6.25 LAS VEGAS NV 89131 PUD 219116 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 278704 1335.456667 360 357 5.5 0 0 0.25 5.75 SUN CITY CA 92585 PUD 278704 20060201 80.00 No MI 100063000000000000 2.25 20110101 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 195213 1199.746563 360 358 7.125 0 0 0.25 7.375 PHOENIX AZ 85339 PUD 195213 20060301 79.72 No MI 100057000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 409600 2133.333333 360 358 6 0 0 0.25 6.25 NORTH LAS VEGAS NV 89084 PUD 409600 20060301 79.99 No MI 100060000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 179950 918.4947917 360 358 5.875 0 0 0.25 6.125 FORT MILL SC 29715 PUD 179950 20060301 78.24 No MI 100060000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 183000 800.625 360 358 4.72 0.28 0 0.25 5.25 DISTRICT HEIGHTS MD 20747 Single Family 183000 20060301 82.43 PMI 100016000000000000 2.75 20110201 10.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 248000 1291.666667 360 359 6 0 0 0.25 6.25 ARVADA CO 80005 PUD 248000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.25 2.22 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 107541.72 582.51765 360 358 6.25 0 0 0.25 6.5 DENVER CO 80235 Condominium 107600 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 395801 1979.005 360 359 5.75 0 0 0.25 6 LA MIRADA CA 90638 Single Family 396000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 148000 724.5833333 360 359 5.625 0 0 0.25 5.875 EL MIRAGE AZ 85335 PUD 148000 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 400000 2041.666667 360 358 5.875 0 0 0.25 6.125 MOUNTAIN VIEW CA 94043 Single Family 400000 20060301 66.67 No MI 100016000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 146792 688.0875 360 359 5.375 0 0 0.25 5.625 DACULA GA 30019 PUD 146792 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 234750 1198.203125 360 359 5.875 0 0 0.25 6.125 ATLANTA GA 30309 Condominium 234750 20060401 75.00 No MI 100016000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 130000 663.5416667 360 359 5.875 0 0 0.25 6.125 KANSAS CITY MO 64154 PUD 130000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 360000 1912.5 360 359 6.125 0 0 0.25 6.375 CANTON GA 30114 PUD 360000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G02 302400 1764 360 359 6.75 0 0 0.25 7 MIAMI FL 33187 Single Family 302400 20060401 80.00 No MI 100016000000000000 2.25 20110301 12 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 218000 1090 360 359 5.75 0 0 0.25 6 DALLAS TX 75218 Single Family 218000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 220000 1214.583333 360 359 6.375 0 0 0.25 6.625 LEMON GROVE CA 91945 Single Family 220000 20060401 45.36 No MI 100016000000000000 2.25 20160301 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G05 235752.68 1491.47 360 359 6.25 0 0 0.25 6.5 HEALDSBURG CA 95448 Single Family 235966 20060401 43.50 No MI 100134000000000000 2.25 20160301 11.5 2 2 First Lien N N 0 No_PP 360 120 N 20360301 CWHL
GROUP III G05 280000 1545.833333 360 359 6.375 0 0 0.25 6.625 ROSEVILLE CA 95747 Single Family 280000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G03 143920 779.5666667 360 359 6.25 0 0 0.25 6.5 GRAND JUNCTION CO 81504 Single Family 143920 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 284000 1538.333333 360 358 5.97 0.28 0 0.25 6.5 TUCSON AZ 85742 Single Family 284000 20060301 83.53 PMI 100016000000000000 2.75 20110201 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G05 330000 1615.625 360 359 5.625 0 0 0.25 5.875 PRINCETON TOWNSHIP NJ 8540 Single Family 330000 20060401 34.74 No MI 100016000000000000 2.25 20160301 10.875 2.22 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G03 100800 567 360 359 6.5 0 0 0.25 6.75 HAMPTON VA 23663 Single Family 100800 20060401 80.00 No MI 100134000000000000 2.25 20130301 11.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 375000 2109.375 360 359 6.5 0 0 0.25 6.75 KEY WEST FL 33040 Single Family 375000 20060401 75.00 No MI 100016000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 124900 637.5104167 360 359 5.875 0 0 0.25 6.125 SALT LAKE CITY UT 84124 Single Family 124900 20060401 29.40 No MI 100016000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 168000 875 360 359 6 0 0 0.25 6.25 DALLAS TX 75223 Single Family 168000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 210000 1159.375 360 359 6.375 0 0 0.25 6.625 FULLERTON CA 92833 Single Family 210000 20060401 37.63 No MI 100016000000000000 2.25 20160301 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 400000 2166.666667 360 359 6.25 0 0 0.25 6.5 CAMARILLO CA 93010 Single Family 400000 20060401 64.62 No MI 100016000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 587563.62 4111.38 360 359 7.25 0 0 0.25 7.5 WOODRIDGE IL 60517 Single Family 588000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N N 0 No_PP 360 60 N 20360301 CWHL
GROUP III G02 471200 2895.916667 360 359 7.125 0 0 0.25 7.375 BURBANK CA 91501 Condominium 471200 20060401 80.00 No MI 100134000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 553000 2937.8125 360 359 6.125 0 0 0.25 6.375 GLENDALE CA 91208 Single Family 553000 20060401 70.00 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G04 541500 2763.90625 360 352 5.875 0 0 0.25 6.125 PORTLAND OR 97229 PUD 541500 20050901 57.00 No MI 000000000000000000 3.25 20120801 11.125 2 2 First Lien N Y 84 Prepay 360 84 N 20350801 CWHL
GROUP III G02 455165 2607.716146 360 357 6.625 0 0 0.25 6.875 MENTONE CA 92359 PUD 455200 20060201 80.00 No MI 100051000000000000 2.25 20110101 11.875 3 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G05 311700 1688.375 360 358 6.25 0 0 0.25 6.5 INDIO CA 92201 PUD 311700 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G05 224540.08 1330.96 360 358 5.625 0 0 0.25 5.875 PITTSBURG CA 94565 Single Family 225000 20060301 48.91 No MI 100016000000000000 2.25 20160201 10.875 2 2 First Lien N N 0 Prepay 360 120 N 20360201 CWHL
GROUP III G03 280000 1604.166667 360 359 6.625 0 0 0.25 6.875 LANCASTER CA 93535 Single Family 280000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.875 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G01 240000 1275 360 358 6.125 0 0 0.25 6.375 LAS VEGAS NV 89123 Single Family 240000 20060301 70.90 No MI 100016000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 341000 1633.958333 360 358 5.5 0 0 0.25 5.75 NASHUA NH 3062 Single Family 341000 20060301 59.82 No MI 100016000000000000 2.25 20130201 10.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 283400 1682.6875 360 358 6.875 0 0 0.25 7.125 BRADENTON FL 34212 PUD 283400 20060301 90.00 PMI 100060000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 245736 1228.68 360 358 5.75 0 0 0.25 6 KISSIMMEE FL 34746 PUD 245736 20060301 80.00 No MI 100057000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 234450 1318.78125 360 358 6.5 0 0 0.25 6.75 SURPRISE AZ 85388 PUD 234450 20060301 69.99 No MI 100060000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 200000 1020.833333 360 358 5.875 0 0 0.25 6.125 RIVERSIDE CA 92505 Single Family 200000 20060301 37.74 No MI 100177000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 246895 1208.756771 360 357 5.625 0 0 0.25 5.875 NORTH LAS VEGAS NV 89081 PUD 246895 20060201 80.00 No MI 100063000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G05 236800 1282.666667 360 359 6.25 0 0 0.25 6.5 DENVER CO 80205 Condominium 236800 20060401 80.00 No MI 100095000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G03 400000 2041.666667 360 358 5.875 0 0 0.25 6.125 APPLE VALLEY CA 92308 PUD 400000 20060301 74.07 No MI 100257000000000000 2.25 20130201 11.125 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 281450 1788.380208 360 358 7.375 0 0 0.25 7.625 SURPRISE AZ 85388 PUD 281450 20060301 79.99 No MI 100288000000000000 2.25 20110201 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 94000 587.5 360 358 7.25 0 0 0.25 7.5 MARIETTA GA 30066 Single Family 94000 20060301 42.34 No MI 100276000000000000 2.25 20110201 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 236646 1281.8325 360 357 6.25 0 0 0.25 6.5 LAS VEGAS NV 89131 PUD 236646 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G05 400000 2083.333333 360 357 6 0 0 0.25 6.25 LAKESIDE CA 92040 Single Family 400000 20060201 66.67 No MI 100110000000000000 2.25 20160101 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 CWHL
GROUP III G03 192000 980 360 357 5.875 0 0 0.25 6.125 AKRON OH 44313 Single Family 192000 20060201 80.00 No MI 100039000000000000 2.25 20130101 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G03 173100 1063.84375 360 358 7.125 0 0 0.25 7.375 WINDERMERE FL 34786 PUD 173100 20060301 80.00 No MI 100032000000000000 2.25 20130201 12.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 171950.56 985.1334167 360 357 6.625 0 0 0.25 6.875 TUCSON AZ 85757 PUD 172000 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 373124.71 1593.553449 360 358 4.875 0 0 0.25 5.125 LAS VEGAS NV 89131 PUD 373250 20060301 80.00 No MI 100125000000000000 2.25 20110201 10.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 202800 1098.5 360 358 6.25 0 0 0.25 6.5 MARYSVILLE WA 98270 Single Family 202800 20060301 80.00 No MI 100238000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 240000 1375 360 358 6.625 0 0 0.25 6.875 CASTAIC CA 91384 Single Family 240000 20060301 76.43 No MI 100301000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 251421.76 1283.298567 360 357 5.875 0 0 0.25 6.125 LAS VEGAS NV 89123 PUD 251486 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G03 182500 931.5104167 360 357 5.875 0 0 0.25 6.125 TRAVERSE CITY MI 49686 Single Family 182500 20060201 63.59 No MI 100039000000000000 2.25 20130101 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G03 132310.37 647.7695198 360 357 5.625 0 0 0.25 5.875 FLOWOOD MS 39232 Single Family 132500 20060201 79.10 No MI 100039000000000000 2.25 20130101 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G01 279824.66 1632.310517 360 358 6.75 0 0 0.25 7 ANTHEM AZ 85086 Single Family 280000 20060301 89.47 PMI 100057000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 282736 1767.1 360 358 7.25 0 0 0.25 7.5 KISSIMMEE FL 34746 Single Family 282736 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 148800 852.5 360 359 6.625 0 0 0.25 6.875 ADRIAN MI 49221 Single Family 148800 20060401 80.00 No MI 100393000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 261750 1581.40625 360 358 7 0 0 0.25 7.25 FEDERAL WAY WA 98003 2-4 Family 261750 20060301 75.00 No MI 100188000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 187200 975 360 358 6 0 0 0.25 6.25 JACKSON WY 83001 Condominium 187200 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G03 183200 896.9166667 360 358 5.625 0 0 0.25 5.875 HARRISBURG PA 17111 Single Family 183200 20060301 80.00 No MI 100098000000000000 2.25 20130201 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 209492 1134.748333 360 357 6.25 0 0 0.25 6.5 NORTH LAS VEGAS NV 89081 PUD 209492 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 229676 1148.38 360 357 5.75 0 0 0.25 6 LAS VEGAS NV 89129 PUD 229676 20060201 80.00 No MI 100063000000000000 2.25 20110101 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 190450 991.9270833 360 358 6 0 0 0.25 6.25 KATY TX 77494 PUD 190450 20060301 79.98 No MI 100060000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 243996 1194.56375 360 357 5.625 0 0 0.25 5.875 LAS VEGAS NV 89139 PUD 243996 20060201 80.00 No MI 100063000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G03 403890.58 2187.740642 360 359 6.25 0 0 0.25 6.5 NORTHRIDGE CA 91324 Single Family 404000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G03 417050 2259.020833 360 359 6.25 0 0 0.25 6.5 BURBANK CA 91505 2-4 Family 417050 20060401 41.17 No MI 100016000000000000 2.25 20130301 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G03 335200 1780.75 360 359 6.125 0 0 0.25 6.375 POMONA CA 91768 Single Family 335200 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.375 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G02 356000 1780 360 359 5.75 0 0 0.25 6 CORONA CA 92883 PUD 356000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 253600 1373.666667 360 359 6.25 0 0 0.25 6.5 LOS ANGELES CA 91402 Condominium 253600 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 208294.27 1170.34 360 357 5.125 0 0 0.25 5.375 PELHAM AL 35124 PUD 209000 20060201 80.00 No MI 100038000000000000 2.25 20110101 10.375 2 2 First Lien N N 0 No_PP 360 60 N 20360101 CWHL
GROUP III G01 221150 1313.078125 360 358 6.875 0 0 0.25 7.125 MARICOPA AZ 85239 PUD 221150 20060301 80.00 No MI 100060000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 71357.28 428.68 360 358 5.75 0 0 0.25 6 HEBRON OH 43025 Single Family 71500 20060301 74.48 No MI 100322000000000000 2.25 20110201 11 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G01 212903.41 1245.06 360 358 5.5 0 0 0.25 5.75 TUCSON AZ 85757 PUD 213350 20060301 89.98 Radian Guaranty 100060000000000000 2.25 20110201 10.75 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G01 236000 1204.583333 360 358 5.875 0 0 0.25 6.125 CHULUOTA FL 32766 PUD 236000 20060301 80.00 No MI 100293000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 326600 1769.083333 360 358 6.25 0 0 0.25 6.5 QUAIL VALLEY CA 92587 PUD 326600 20060301 79.99 No MI 100133000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 136500 853.125 360 358 7.25 0 0 0.25 7.5 NORTH LAS VEGAS NV 89030 Single Family 136500 20060301 72.99 No MI 100072000000000000 2.25 20110201 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 100000 531.25 360 358 6.125 0 0 0.25 6.375 NORTH HOLLYWOOD CA 91606 Condominium 100000 20060301 25.64 No MI 100433000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 400000 2166.666667 360 358 6.25 0 0 0.25 6.5 BELLEVUE WA 98008 Single Family 400000 20060301 71.75 No MI 100277000000000000 2.25 20160201 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 104919.99 644.8207719 360 358 7.125 0 0 0.25 7.375 CIBOLO TX 78108 PUD 104920 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 284000 1390.416667 360 354 5.625 0 0 0.25 5.875 FRESNO CA 93722 Single Family 284000 20051101 80.00 No MI 100110000000000000 2.25 20101001 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20351001 CWHL
GROUP III G03 268000 1451.666667 360 358 6.25 0 0 0.25 6.5 LAS VEGAS NV 89147 Single Family 268000 20060301 80.00 No MI 100032000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 236200 1500.854167 360 358 7.375 0 0 0.25 7.625 TUCSON AZ 85747 Single Family 236200 20060301 90.00 PMI 100057000000000000 2.25 20110201 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 253100 1344.59375 360 358 6.125 0 0 0.25 6.375 SURPRISE AZ 85379 PUD 253100 20060301 80.00 No MI 100063000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 168299.99 876.5624479 360 358 6 0 0 0.25 6.25 FORT MILL SC 29715 PUD 168300 20060301 94.99 Republic MIC 100113000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 269750 1433.046875 360 357 6.125 0 0 0.25 6.375 MORTON GROVE IL 60053 Single Family 269750 20060201 65.00 No MI 100099000000000000 2.25 20110101 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 135300 817.4375 360 357 7 0 0 0.25 7.25 FORT WORTH TX 76248 PUD 135300 20060201 79.98 No MI 100133000000000000 2.25 20110101 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 188000 1135.833333 360 357 7 0 0 0.25 7.25 HOLLYWOOD MD 20636 Single Family 188000 20060201 80.00 No MI 100099000000000000 2.25 20110101 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G05 180675.33 1035.119078 360 358 6.625 0 0 0.25 6.875 SAVANNAH GA 31410 Single Family 180700 20060301 78.57 No MI 100443000000000000 2.25 20160201 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 353000 1838.541667 360 359 6 0 0 0.25 6.25 FRAMINGHAM MA 1701 Single Family 353000 20060401 77.24 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 308000 1636.25 360 359 6.125 0 0 0.25 6.375 WOODBRIDGE VA 22193 Single Family 308000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 114612 692.4475 360 358 7 0 0 0.25 7.25 MARBURY AL 36051 Single Family 114612 20060301 80.00 No MI 100016000000000000 2.25 20130201 12.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 410000 2092.708333 360 359 5.875 0 0 0.25 6.125 COHASSET MA 2025 Single Family 410000 20060401 36.74 No MI 100016000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 239497.66 1400.57 360 358 5.5 0 0 0.25 5.75 QUEEN CREEK AZ 85242 PUD 240000 20060301 78.69 No MI 100016000000000000 2.25 20130201 10.75 2 2 First Lien N N 0 No_PP 360 84 N 20360201 CWHL
GROUP III G01 199491.99 1226.044522 360 358 7.125 0 0 0.25 7.375 MARANA AZ 85653 Single Family 199492 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 252000 1391.25 360 358 6.375 0 0 0.25 6.625 WOODBINE GA 31569 Single Family 252000 20060301 84.85 Radian Guaranty 100086000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 180000 862.5 360 358 5.5 0 0 0.25 5.75 LAS VEGAS NV 89108 Condominium 180000 20060301 80.00 No MI 100125000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 367600 1569.958333 360 358 4.875 0 0 0.25 5.125 LAS VEGAS NV 89138 PUD 367600 20060301 89.99 GE Capital MI 100125000000000000 2.25 20110201 10.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 275992 1063.719167 360 357 4.375 0 0 0.25 4.625 FREDERICKSBURG VA 22401 PUD 275992 20060201 80.00 No MI 100051000000000000 2.25 20110101 9.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 259150 917.8229167 360 357 4 0 0 0.25 4.25 FREDERICKSBURG VA 22401 PUD 259150 20060201 79.99 No MI 100051000000000000 2.25 20110101 9.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 106000 640.4166667 360 358 7 0 0 0.25 7.25 CASSELBERRY FL 32707 PUD 106000 20060301 58.85 No MI 100051000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 451781.3 2353.027604 360 354 6 0 0 0.25 6.25 WAILUKU HI 96793 Single Family 451781.3 20051101 79.96 No MI 2.25 20121001 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20351001 CWHL
GROUP III G03 364204 1934.83375 360 359 6.125 0 0 0.25 6.375 KISSIMMEE FL 34746 PUD 364204 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G03 168000 875 360 358 6 0 0 0.25 6.25 SULTAN WA 98294 Single Family 168000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 178000 834.375 360 358 5.375 0 0 0.25 5.625 NUEVO AREA CA 92567 Single Family 178000 20060301 74.17 No MI 100016000000000000 2.25 20160201 10.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 271200 1638.5 360 358 7 0 0 0.25 7.25 SANTA ANA CA 92704 Condominium 271200 20060301 80.00 No MI 100016000000000000 2.25 20160201 12.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 170355 851.775 360 358 5.75 0 0 0.25 6 VERONA VA 24482 Single Family 170400 20060301 80.00 No MI 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 299372.06 1750.72 360 358 5.5 0 0 0.25 5.75 BROCKTON MA 2301 2-4 Family 300000 20060301 68.18 No MI 100016000000000000 2.25 20110201 10.75 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G03 120939.99 642.4936969 360 359 6.125 0 0 0.25 6.375 HENDERSON NV 89044 Single Family 120940 20060401 50.00 No MI 100057000000000000 2.25 20130301 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 297376 1486.88 360 357 5.75 0 0 0.25 6 JACKSONVILLE FL 32225 PUD 297376 20060201 80.00 No MI 100063000000000000 2.25 20110101 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 191187 1095.342188 360 357 6.625 0 0 0.25 6.875 TUCSON AZ 85757 PUD 191187 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 279956 1516.428333 360 358 6.25 0 0 0.25 6.5 NORTH LAS VEGAS NV 89084 PUD 279956 20060301 80.00 No MI 100057000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 272041 1530.230625 360 358 6.5 0 0 0.25 6.75 GLENDALE AZ 85310 PUD 272041 20060301 80.00 No MI 100101000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 319900 1732.791667 360 358 6.25 0 0 0.25 6.5 OCEAN CITY MD 21842 Condominium 319900 20060301 79.99 No MI 100233000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 305600 1846.333333 360 358 7 0 0 0.25 7.25 PALMDALE CA 93551 Single Family 305600 20060301 80.00 No MI 100016000000000000 2.25 20160201 12.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 417000 2128.4375 360 358 5.875 0 0 0.25 6.125 HAYWARD CA 94544 Single Family 417000 20060301 77.22 No MI 100039000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 224800 1217.666667 360 358 6.25 0 0 0.25 6.5 LAS VEGAS NV 89139 PUD 224800 20060301 80.00 No MI 100077000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 168400 982.3333333 360 358 6.75 0 0 0.25 7 SCOTTSDALE AZ 85260 Condominium 168400 20060301 89.99 United Guaranty 100016000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 292000 1703.333333 360 358 6.75 0 0 0.25 7 NORFOLK VA 23507 Condominium 292000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 275000 1375 360 358 5.75 0 0 0.25 6 HEMET CA 92545 Single Family 275000 20060301 68.75 No MI 100316000000000000 2.25 20160201 11 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 276000 1351.25 360 357 5.625 0 0 0.25 5.875 ROMOLAND CA 92585 PUD 276000 20060201 80.00 No MI 100063000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 228792 1120.1275 360 357 5.625 0 0 0.25 5.875 LAS VEGAS NV 89149 PUD 228792 20060201 80.00 No MI 100063000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G03 284000 1597.5 360 358 6.5 0 0 0.25 6.75 LOS ANGELES CA 90001 Single Family 284000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.75 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 219396.06 1291.3 360 352 5.5 0 0 0.25 5.75 APOPKA FL 32712 PUD 221275 20050901 89.95 PMI 100016000000000000 2 20100801 10.75 2 2 First Lien N N 0 No_PP 360 60 N 20350801 CWHL
GROUP III G03 171999.32 842.0800042 360 356 5.625 0 0 0.25 5.875 DAVIE FL 33324 Condominium 172000 20060101 80.00 No MI 100016000000000000 2.25 20121201 10.875 1.75 2 First Lien N Y 84 Prepay 360 84 N 20351201 CWHL
GROUP III G01 378698.46 1341.223713 360 358 4 0 0 0.25 4.25 PITTSBORO IN 46167 Single Family 378700 20060301 79.73 No MI 100016000000000000 2.25 20110201 9.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 131000 600.4166667 360 345 5.25 0 0 0.25 5.5 LITTLE ROCK AR 72204 Single Family 131000 20050201 89.73 United Guaranty 100016000000000000 2.25 20100101 10.5 2 2 First Lien N Y 60 No_PP 360 60 N 20350101 CWHL
GROUP III G01 206158.72 1274.23 360 356 6 0 0 0.25 6.25 WYOMING MI 49418 Single Family 206950 20060101 84.13 YES 2.25 20101201 11.25 2 2 First Lien N N 0 No_PP 360 60 N 20351201 CWHL
GROUP III G01 161812 1028.180417 360 358 7.375 0 0 0.25 7.625 KISSIMMEE FL 34746 PUD 161812 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 285265.1 1396.610385 360 357 5.625 0 0 0.25 5.875 APOPKA FL 32712 PUD 285486.76 20060201 75.23 No MI 2.25 20160101 10.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 CWHL
GROUP III G01 179960 937.2916667 360 358 6 0 0 0.25 6.25 AURORA CO 80013 PUD 179960 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 252000 1181.25 360 358 5.375 0 0 0.25 5.625 TUCSON AZ 85742 PUD 252000 20060301 76.36 No MI 100016000000000000 2.25 20110201 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 393600 2173 360 358 6.375 0 0 0.25 6.625 HAWTHORNE CA 90250 Single Family 393600 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.625 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G03 340000 1947.916667 360 359 6.625 0 0 0.25 6.875 SOUTH GATE CA 90280 Single Family 340000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.875 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G03 288000 1650 360 359 6.625 0 0 0.25 6.875 LOS ANGELES CA 90003 Single Family 288000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.875 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G03 351943.33 1943.020468 360 358 6.375 0 0 0.25 6.625 OCEANSIDE CA 92056 PUD 352000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.625 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 261700 1226.71875 360 358 5.375 0 0 0.25 5.625 ALEXANDRIA VA 22302 Condominium 262200 20060301 68.64 No MI 100016000000000000 2.25 20110201 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 411483 2528.905938 360 359 7.125 0 0 0.25 7.375 MONTCLAIR CA 91763 Single Family 411483 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 194200 1092.375 360 358 6.5 0 0 0.25 6.75 LAS VEGAS NV 89122 PUD 194200 20060301 79.99 No MI 100016000000000000 2.25 20130201 11.75 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 365023.62 1787.094806 360 358 5.625 0 0 0.25 5.875 PLUMAS LAKE CA 95961 Single Family 365113 20060301 90.00 United Guaranty 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 254350 1324.739583 360 357 6 0 0 0.25 6.25 LAS VEGAS NV 89166 PUD 254450 20060201 89.99 Mortgage Guaranty In 100063000000000000 2.25 20110101 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 180275 1089.161458 360 358 7 0 0 0.25 7.25 TUCSON AZ 85747 PUD 180275 20060301 64.32 No MI 100063000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 237942 1437.56625 360 357 7 0 0 0.25 7.25 TUCSON AZ 85757 PUD 237942 20060201 90.00 Radian Guaranty 100063000000000000 2.25 20110101 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G03 262713 1368.296875 360 358 6 0 0 0.25 6.25 PARKER CO 80134 PUD 262713 20060301 80.00 No MI 100063000000000000 2.25 20130201 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 219850 1305.359375 360 357 6.875 0 0 0.25 7.125 TOLLESON AZ 85353 PUD 219850 20060201 94.98 Mortgage Guaranty In 100063000000000000 2.25 20110101 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 399992 1416.638333 360 357 4 0 0 0.25 4.25 FREDERICKSBURG VA 22407 PUD 399992 20060201 80.00 No MI 100051000000000000 2.25 20110101 9.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 364792 1291.971667 360 357 4 0 0 0.25 4.25 FREDERICKSBURG VA 22407 PUD 364792 20060201 80.00 No MI 100051000000000000 2.25 20110101 9.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 325592 1153.138333 360 357 4 0 0 0.25 4.25 FREDERICKSBURG VA 22401 PUD 325592 20060201 80.00 No MI 100051000000000000 2.25 20110101 9.25 2 2 First Lien N Y 36 No_PP 360 60 N 20360101 CWHL
GROUP III G01 246853 1337.120417 360 358 6.25 0 0 0.25 6.5 INDIO CA 92201 PUD 246853 20060301 56.77 No MI 100051000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 309592 1096.471667 360 357 4 0 0 0.25 4.25 FREDERICKSBURG VA 22401 PUD 309592 20060201 80.00 No MI 100051000000000000 2.25 20110101 9.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 330650 1653.25 360 359 5.75 0 0 0.25 6 DRAPER UT 84020 PUD 330650 20060401 79.99 No MI 100016000000000000 2.25 20110301 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 268000 1312.083333 360 359 5.625 0 0 0.25 5.875 MURRIETA CA 92562 Single Family 268000 20060401 62.47 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 254000 1137.708333 360 359 5.125 0 0 0.25 5.375 PARADISE VALLEY AZ 85253 Single Family 254000 20060401 59.76 No MI 100016000000000000 2.25 20160301 10.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G03 160000 800 360 358 5.75 0 0 0.25 6 RENO NV 89502 Single Family 160000 20060301 53.33 No MI 100016000000000000 2.25 20130201 11 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G03 189971.61 1068.590306 360 358 6.5 0 0 0.25 6.75 NORTH KINGSTOWN RI 2852 Single Family 190000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 265300 1437.041667 360 358 6.25 0 0 0.25 6.5 HAGERSTOWN MD 21742 Condominium 265300 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 213000 1065 360 359 5.75 0 0 0.25 6 NAPLES FL 34105 PUD 213000 20060401 56.95 No MI 100016000000000000 2.25 20110301 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 360000 1725 360 358 5.5 0 0 0.25 5.75 HIGHLANDS RANCH CO 80130 PUD 360000 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 331949.99 1694.328074 360 358 5.875 0 0 0.25 6.125 LOS BANOS CA 93635 Single Family 332000 20060301 79.62 No MI 100016000000000000 2.25 20160201 11.125 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 224000 956.6666667 360 358 4.485 0.39 0 0.25 5.125 FIREBAUGH CA 93622 Single Family 224000 20060301 89.60 Republic MIC 100016000000000000 2.75 20110201 10.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 240000 1350 360 359 6.5 0 0 0.25 6.75 GILBERT AZ 85297 Single Family 240000 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.75 2.11 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 190300 1189.375 360 359 7.25 0 0 0.25 7.5 PEMBROKE PINES FL 33025 Condominium 190300 20060401 79.99 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G02 352000 1943.333333 360 359 6.375 0 0 0.25 6.625 VILLAGE OF PALMETTO BAY FL 33157 Single Family 352000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G03 110700 541.96875 360 359 5.625 0 0 0.25 5.875 OKLAHOMA CITY OK 73150 Single Family 110700 20060401 63.99 No MI 100016000000000000 2.25 20130301 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G05 245600 1253.583333 360 359 5.875 0 0 0.25 6.125 CAPE CORAL FL 33993 Single Family 245600 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G03 375000 1953.125 360 358 6 0 0 0.25 6.25 WESTPORT MA 2790 2-4 Family 375000 20060301 68.18 No MI 100016000000000000 2.25 20130201 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 260000 1327.083333 360 359 5.875 0 0 0.25 6.125 VENTNOR CITY NJ 8406 2-4 Family 260000 20060401 49.81 No MI 100016000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 409600 2517.333333 360 359 7.125 0 0 0.25 7.375 LOS ANGELES CA 90011 2-4 Family 409600 20060401 80.00 No MI 100134000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 320000 1633.333333 360 359 5.875 0 0 0.25 6.125 INDIO CA 92201 PUD 320000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.125 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G03 132888.93 664.44465 360 359 5.75 0 0 0.25 6 CLACKAMAS OR 97015 Single Family 133000 20060401 51.15 No MI 100016000000000000 2.25 20130301 11 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G03 136000 821.6666667 360 359 7 0 0 0.25 7.25 SAN BERNARDINO CA 92411 Single Family 136000 20060401 50.00 No MI 100016000000000000 2.25 20130301 12.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G03 231000 1275.3125 360 359 6.375 0 0 0.25 6.625 PHOENIX AZ 85050 Single Family 231000 20060401 70.00 No MI 100016000000000000 2.25 20130301 11.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G05 309600 1644.75 360 358 6.125 0 0 0.25 6.375 NEWNAN GA 30263 PUD 309600 20060301 80.00 No MI 100134000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G03 320000 1866.666667 360 358 6.75 0 0 0.25 7 SPARKS NV 89436 PUD 320000 20060301 80.00 No MI 100016000000000000 2.25 20130201 12 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 113089.97 687.82 360 359 5.875 0 0 0.25 6.125 BAKERSFIELD CA 93308 Single Family 113200 20060401 49.22 No MI 100016000000000000 2.75 20160301 11.125 2 2 First Lien N N 0 No_PP 360 120 N 20360301 CWHL
GROUP III G01 229920 1125.65 360 358 5.625 0 0 0.25 5.875 RESTON VA 20190 Condominium 229920 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.875 2.5 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 312800 1661.75 360 358 6.125 0 0 0.25 6.375 MONTGOMERY VILLAGE MD 20886 PUD 312800 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 222360 1134.9625 360 359 5.875 0 0 0.25 6.125 FIFE WA 98424 PUD 222360 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 133605 654.1078125 360 359 5.625 0 0 0.25 5.875 FEDERAL WAY WA 98023 Condominium 133605 20060401 90.00 United Guaranty 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 301250 1569.010417 360 358 6 0 0 0.25 6.25 ATLANTA GA 30310 2-4 Family 301250 20060301 92.69 GE Capital MI 100016000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 117882.53 707.47 360 359 5.75 0 0 0.25 6 DALLAS TX 75219 Condominium 118000 20060401 42.36 No MI 100016000000000000 2.25 20160301 11 2 2 First Lien N N 0 No_PP 360 120 N 20360301 CWHL
GROUP III G01 217100 1017.65625 360 359 5.375 0 0 0.25 5.625 MESA AZ 85203 Single Family 217100 20060401 72.37 No MI 100016000000000000 2.25 20110301 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 332000 1660 360 358 5.75 0 0 0.25 6 TEMPE AZ 85282 Single Family 332000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 100800 577.5 360 359 6.625 0 0 0.25 6.875 PARMA OH 44134 Single Family 100800 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 222000 1295 360 359 6.75 0 0 0.25 7 COMPTON CA 90222 Single Family 222000 20060401 69.38 No MI 100016000000000000 2.25 20160301 12 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 79900 449.4375 360 359 6.5 0 0 0.25 6.75 TUSCALOOSA AL 35406 PUD 79900 20060401 79.98 No MI 100016000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 105270.16 504.4195167 360 359 5.5 0 0 0.25 5.75 PARKER CO 80134 Condominium 105440 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 408000 2040 360 358 5.75 0 0 0.25 6 PHOENIX AZ 85086 PUD 408000 20060301 79.84 No MI 100016000000000000 2.25 20130201 11 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G01 234400 1098.75 360 359 5.375 0 0 0.25 5.625 KENNESAW GA 30152 PUD 234400 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 360000 1800 360 359 5.75 0 0 0.25 6 SEATTLE WA 98177 Single Family 360000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 308453.25 1978.56 360 358 6.375 0 0 0.25 6.625 CLARKESVILLE GA 30523 Single Family 309000 20060301 71.86 No MI 100016000000000000 2.25 20110201 11.625 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G01 218127.6 1090.638 360 359 5.75 0 0 0.25 6 BOTHELL WA 98012 Single Family 218400 20060401 80.00 No MI 100134000000000000 2.25 20110301 11 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 236700 1232.8125 360 359 5.51 0.49 0 0.25 6.25 FEDERAL WAY WA 98003 Single Family 236700 20060401 90.00 Republic MIC 100016000000000000 2.875 20110301 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 175000 875 360 359 5.75 0 0 0.25 6 GREENFIELD NH 3047 Single Family 175000 20060401 68.63 No MI 100016000000000000 2.25 20110301 12 2.135 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 381520 2106.308333 360 359 6.375 0 0 0.25 6.625 YORBA LINDA CA 92887 Condominium 381520 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 84896.45 504.0726719 360 358 6.875 0 0 0.25 7.125 CARTERSVILLE GA 30120 PUD 84900 20060301 73.89 No MI 100134000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 303200 1831.833333 360 359 7 0 0 0.25 7.25 CHICAGO IL 60641 2-4 Family 303200 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 400000 2041.666667 360 359 5.875 0 0 0.25 6.125 LAKEWOOD CA 90713 Single Family 400000 20060401 76.34 No MI 100134000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G03 268000 1395.833333 360 359 6 0 0 0.25 6.25 APOPKA FL 32712 PUD 268000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G03 280000 1370.833333 360 359 5.625 0 0 0.25 5.875 LAS VEGAS NV 89130 PUD 280000 20060401 80.00 No MI 100016000000000000 2.25 20130301 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G05 157400 819.7916667 360 359 5.53 0.47 0 0.25 6.25 NORTH LAS VEGAS NV 89030 Single Family 157400 20060401 85.78 YES 100016000000000000 2.875 20160301 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 160000 683.3333333 360 358 4.875 0 0 0.25 5.125 APACHE JUNCTION AZ 85220 Single Family 160000 20060301 78.43 No MI 100016000000000000 2.25 20110201 10.125 2.155 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 271642 1556.282292 360 359 6.625 0 0 0.25 6.875 CANTON GA 30114 PUD 271642 20060401 70.00 No MI 100016000000000000 2.25 20160301 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 285300 1456.21875 360 359 5.385 0.49 0 0.25 6.125 LAS VEGAS NV 89139 PUD 285300 20060401 90.00 Republic MIC 100016000000000000 2.875 20110301 11.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 230800 1057.833333 360 358 5.25 0 0 0.25 5.5 PORT HUENEME CA 93041 Condominium 231000 20060301 39.49 No MI 100016000000000000 2.25 20110201 10.5 2.135 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 323925 1585.882813 360 358 5.625 0 0 0.25 5.875 WOODBRIDGE VA 22192 PUD 324000 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 210000 1028.125 360 358 5.625 0 0 0.25 5.875 FORT WASHINGTON MD 20744 PUD 210000 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 142274.34 995.54 360 359 7.25 0 0 0.25 7.5 NOBLESVILLE IN 46060 Single Family 142380 20060401 90.00 Republic MIC 100016000000000000 2.25 20110301 12.5 2 2 First Lien N N 0 Prepay 360 60 N 20360301 CWHL
GROUP III G03 359200 1945.666667 360 359 6.25 0 0 0.25 6.5 LOS ANGELES CA 90011 Single Family 359200 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G03 399200 2162.333333 360 359 6.25 0 0 0.25 6.5 HUNTINGTON PARK CA 90255 Single Family 399200 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G03 344000 1863.333333 360 358 6.25 0 0 0.25 6.5 LOS ANGELES CA 90047 Single Family 344000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G05 218400 1160.25 360 358 6.125 0 0 0.25 6.375 CAPE CORAL FL 33909 Single Family 218400 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 224000 1353.333333 360 359 7 0 0 0.25 7.25 CHICAGO IL 60647 2-4 Family 224000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 299925 1905.773438 360 359 7.375 0 0 0.25 7.625 CHICAGO IL 60619 2-4 Family 299925 20060401 75.00 No MI 100016000000000000 2.25 20110301 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 237956 1189.78 360 359 5.75 0 0 0.25 6 ORLANDO FL 32828 PUD 237956 20060401 80.00 No MI 100016000000000000 2.25 20110301 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 156000 763.75 360 359 5.625 0 0 0.25 5.875 PLAINVIEW MN 55964 Single Family 156000 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 224976 1335.795 360 359 6.875 0 0 0.25 7.125 NAVARRE FL 32566 PUD 224976 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G03 232000 1135.833333 360 358 5.625 0 0 0.25 5.875 SHORELINE WA 98133 Single Family 232000 20060301 80.00 No MI 100016000000000000 2.25 20130201 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 177487.62 887.4381 360 358 5.75 0 0 0.25 6 LOVELAND CO 80537 PUD 177532 20060301 80.00 No MI 100134000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 260000 1354.166667 360 358 6 0 0 0.25 6.25 CHICAGO IL 60649 Single Family 260000 20060301 80.00 No MI 100134000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 199500 1226.09375 360 358 7.125 0 0 0.25 7.375 AURORA IL 60505 2-4 Family 199500 20060301 70.00 No MI 100134000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 184400 825.9583333 360 359 5.125 0 0 0.25 5.375 LOVELAND CO 80538 PUD 184400 20060401 79.98 No MI 100016000000000000 2.25 20110301 10.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 243814.33 1685.25 360 359 7.125 0 0 0.25 7.375 NORWALK CT 6855 Condominium 244000 20060401 80.00 No MI 100016000000000000 2.25 20160301 12.375 2 2 First Lien N N 0 Prepay 360 120 N 20360301 CWHL
GROUP III G03 252000 1286.25 360 359 5.875 0 0 0.25 6.125 AUBURN MA 1501 Single Family 252000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G03 225000 1171.875 360 359 6 0 0 0.25 6.25 SUFFOLK VA 23435 Single Family 225000 20060401 64.29 No MI 100134000000000000 2.25 20130301 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G02 197600 1214.416667 360 359 7.125 0 0 0.25 7.375 ORLANDO FL 32818 Single Family 197600 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 156000 845 360 358 6.25 0 0 0.25 6.5 KISSIMMEE FL 34744 Single Family 156000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G02 168000 962.5 360 359 6.625 0 0 0.25 6.875 SANFORD FL 32773 Single Family 168000 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G02 143500 762.34375 360 359 6.125 0 0 0.25 6.375 SANFORD FL 32773 PUD 143500 20060401 70.00 No MI 100134000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 291900 1641.9375 360 359 6.5 0 0 0.25 6.75 PUYALLUP WA 98375 PUD 291900 20060401 70.00 No MI 100016000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 148436 618.4833333 360 359 4.75 0 0 0.25 5 LYNNWOOD WA 98087 Condominium 148436 20060401 80.00 No MI 100134000000000000 2.25 20110301 10 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 147537 891.369375 360 359 7 0 0 0.25 7.25 OCALA FL 34473 PUD 147537 20060401 90.00 United Guaranty 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 193600 1028.5 360 359 6.125 0 0 0.25 6.375 PHOENIX AZ 85040 PUD 193600 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 94160.67 529.6537687 360 359 6.5 0 0 0.25 6.75 ORLANDO FL 32822 Condominium 94275 20060401 75.00 No MI 100016000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 251150 1255.75 360 359 5.75 0 0 0.25 6 INDIALANTIC FL 32903 PUD 251250 20060401 75.00 No MI 100016000000000000 2.25 20130301 11 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G03 284720 1423.6 360 359 5.75 0 0 0.25 6 FAIRFAX VA 22031 Condominium 284720 20060401 80.00 No MI 100016000000000000 2.25 20130301 11 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 372000 2092.5 360 359 6.5 0 0 0.25 6.75 LA PUENTE CA 91744 Single Family 372000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 256000 1280 360 359 5.75 0 0 0.25 6 PHILADELPHIA PA 19128 Single Family 256000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G03 100000 635.4166667 360 359 7.375 0 0 0.25 7.625 LAS VEGAS NV 89113 Condominium 100000 20060401 52.66 No MI 100016000000000000 2.25 20130301 12.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 204000 1020 360 359 5.75 0 0 0.25 6 LANCASTER CA 93534 Single Family 204000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G04 997500 5714.84375 360 359 6.625 0 0 0.25 6.875 MORGAN HILL CA 95037 Single Family 997500 20060401 75.00 No MI 100016000000000000 2.25 20130301 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G02 440000 2658.333333 360 359 7 0 0 0.25 7.25 SIMI VALLEY CA 93065 Single Family 440000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G04 655712.07 4366.05 360 359 6.75 0 0 0.25 7 DEAL BORO NJ 7723 Single Family 656250 20060401 75.00 No MI 100016000000000000 2.25 20130301 12 2 2 First Lien N N 0 No_PP 360 84 N 20360301 CWHL
GROUP III G05 476000 2627.916667 360 359 6.375 0 0 0.25 6.625 MARTINEZ CA 94553 Single Family 476000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G02 862500 5121.09375 360 359 6.875 0 0 0.25 7.125 LOS ANGELES CA 90056 2-4 Family 862500 20060401 75.00 No MI 100016000000000000 2.25 20110301 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G04 680000 4037.5 360 359 6.875 0 0 0.25 7.125 LOS ANGELES CA 91423 Single Family 680000 20060401 80.00 No MI 100134000000000000 2.25 20130301 12.125 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G02 1000000 6041.666667 360 359 7 0 0 0.25 7.25 DULUTH GA 30097 Single Family 1000000 20060401 64.72 No MI 100134000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 910000 5971.875 360 359 7.625 0 0 0.25 7.875 KEY LARGO FL 33037 Single Family 910000 20060401 65.00 No MI 100134000000000000 2.25 20110301 12.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G02 433600 2348.666667 360 359 6.25 0 0 0.25 6.5 ANNANDALE VA 22003 Single Family 433600 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 813750 4831.640625 360 359 6.875 0 0 0.25 7.125 LOS ANGELES CA 90004 Single Family 813750 20060401 75.00 No MI 100016000000000000 2.25 20110301 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 780000 4631.25 360 359 6.875 0 0 0.25 7.125 LOS ANGELES CA 90004 Single Family 780000 20060401 75.00 No MI 100016000000000000 2.25 20110301 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 862500 5390.625 360 359 7.25 0 0 0.25 7.5 LOS ANGELES CA 90004 2-4 Family 862500 20060401 75.00 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G04 520000 3250 360 359 7.25 0 0 0.25 7.5 SAN LORENZO CA 94580 Single Family 520000 20060401 80.00 No MI 100134000000000000 2.25 20130301 12.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G04 592500 3271.09375 360 359 6.375 0 0 0.25 6.625 ACTON CA 93510 Single Family 592500 20060401 75.00 No MI 100016000000000000 2.25 20130301 11.625 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G01 311521 1590.055104 360 357 5.875 0 0 0.25 6.125 LAS VEGAS NV 89138 PUD 311521 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 239100 1419.65625 360 357 6.875 0 0 0.25 7.125 TOLLESON AZ 85353 PUD 239100 20060201 94.98 Radian Guaranty 100063000000000000 2.25 20110101 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 204600 1044.3125 360 357 5.875 0 0 0.25 6.125 LAS VEGAS NV 89166 PUD 204600 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 353880 2101.1625 360 357 6.875 0 0 0.25 7.125 TEMPLE HILLS MD 20748 PUD 353880 20060201 80.00 No MI 100063000000000000 2.25 20110101 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 212250 994.921875 360 358 5.375 0 0 0.25 5.625 LAS VEGAS NV 89156 Single Family 212250 20060301 75.00 No MI 100125000000000000 2.25 20110201 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 193400 987.1458333 360 357 5.875 0 0 0.25 6.125 HELOTES TX 78023 PUD 193400 20060201 79.99 No MI 100051000000000000 2.25 20110101 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 360468 1839.88875 360 358 5.875 0 0 0.25 6.125 FOLSOM CA 95630 PUD 360468 20060301 80.00 No MI 100051000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 322620 1142.6125 360 358 4 0 0 0.25 4.25 LEXINGTON PARK MD 20653 PUD 322620 20060301 80.00 No MI 100051000000000000 2.25 20110201 9.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 393682.4 1558.326167 360 357 4.5 0 0 0.25 4.75 FREDERICKSBURG VA 22407 PUD 393682.4 20060201 80.00 No MI 100051000000000000 2.25 20110101 9.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 295975 1048.244792 360 357 4 0 0 0.25 4.25 FREDERICKSBURG VA 22401 PUD 295975 20060201 80.00 No MI 100051000000000000 2.25 20110101 9.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 221250 1037.109375 360 358 5.375 0 0 0.25 5.625 HENDERSON NV 89015 Single Family 221250 20060301 75.00 No MI 100125000000000000 2.25 20110201 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 287490.78 1377.559988 360 358 5.5 0 0 0.25 5.75 OLIVEHURST CA 95961 Single Family 287500 20060301 76.74 No MI 100133000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 398000 2238.75 360 359 6.5 0 0 0.25 6.75 MIDDLETOWN NJ 7748 Single Family 398000 20060401 46.82 No MI 100077000000000000 2.25 20130301 11.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 295450 1600.354167 360 358 6.25 0 0 0.25 6.5 NORTH LAS VEGAS NV 89084 Single Family 295450 20060301 95.00 PMI 100057000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 400000 2166.666667 360 358 6.25 0 0 0.25 6.5 ALDIE VA 20105 PUD 400000 20060301 69.81 No MI 100063000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 211773 1036.805313 360 357 5.625 0 0 0.25 5.875 ORANGE PARK FL 32003 PUD 211773 20060201 80.00 No MI 100063000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 156000 763.75 360 359 5.625 0 0 0.25 5.875 OVERTON NV 89040 Single Family 156000 20060401 80.00 No MI 100197000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 251000 1255 360 358 5.75 0 0 0.25 6 IRVINE CA 92602 Condominium 251000 20060301 35.86 No MI 100306000000000000 2.25 20160201 11 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 249255 1428.023438 360 357 6.625 0 0 0.25 6.875 TUCSON AZ 85757 PUD 249255 20060201 90.00 Radian Guaranty 100063000000000000 2.25 20110101 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 332355 2042.598438 360 357 7.125 0 0 0.25 7.375 LAS VEGAS NV 89123 PUD 332355 20060201 95.00 PMI 100063000000000000 2.25 20110101 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G05 395000 1975 360 359 5.75 0 0 0.25 6 SANTA BARBARA CA 93110 Single Family 395000 20060401 43.89 No MI 100016000000000000 2.25 20160301 11 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 175600 896.2916667 360 359 5.875 0 0 0.25 6.125 DUNDEE OR 97115 Single Family 175600 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 367800 1953.9375 360 359 6.125 0 0 0.25 6.375 CORDOVA TN 38018 Single Family 368000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G01 187000 1012.916667 360 359 6.25 0 0 0.25 6.5 CASTLE ROCK CO 80109 PUD 187000 20060401 79.99 No MI 100016000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 348000 1957.5 360 359 6.5 0 0 0.25 6.75 LAS VEGAS NV 89120 Single Family 348000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 168000 1050 360 359 7.25 0 0 0.25 7.5 COCONUT CREEK FL 33066 Condominium 168000 20060401 80.00 No MI 100134000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 227960 1211.0375 360 359 6.125 0 0 0.25 6.375 LUSBY MD 20657 PUD 227960 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 149717.46 639.4183187 360 359 4.875 0 0 0.25 5.125 COLUMBUS OH 43230 Condominium 149728 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 177200 941.375 360 359 6.125 0 0 0.25 6.375 CASSELBERRY FL 32707 PUD 177200 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 109180 602.7645833 360 359 6.375 0 0 0.25 6.625 SANFORD FL 32771 Single Family 109180 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 152800 811.75 360 359 6.125 0 0 0.25 6.375 NORFOLK VA 23518 Single Family 152800 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 142400 712 360 359 5.75 0 0 0.25 6 FAYETTEVILLE GA 30214 Single Family 142400 20060401 80.00 No MI 100134000000000000 2.25 20110301 11 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 236800 1282.666667 360 359 6.25 0 0 0.25 6.5 CHANDLER AZ 85224 PUD 236800 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 238400 1440.333333 360 359 7 0 0 0.25 7.25 PHOENIX AZ 85048 Single Family 238400 20060401 80.00 No MI 100134000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 154400 852.4166667 360 359 6.375 0 0 0.25 6.625 PHOENIX AZ 85035 Single Family 154400 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 113000 541.4583333 360 359 5.5 0 0 0.25 5.75 LARGO FL 33777 Single Family 113000 20060401 63.13 No MI 100016000000000000 2.25 20160301 10.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G05 287000 1494.791667 360 359 6 0 0 0.25 6.25 TEMPE AZ 85284 PUD 287000 20060401 59.18 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G05 89568.95 566.65 360 359 6.25 0 0 0.25 6.5 CONVERSE TX 78109 PUD 89650 20060401 74.99 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N N 0 No_PP 360 120 N 20360301 CWHL
GROUP III G01 212000 1214.583333 360 359 6.625 0 0 0.25 6.875 CAPE CORAL FL 33914 Single Family 212000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 76800 456 360 359 6.875 0 0 0.25 7.125 LOUISVILLE KY 40216 Single Family 76800 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 120320 526.4 360 359 5 0 0 0.25 5.25 LAWRENCEVILLE GA 30045 PUD 120320 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 200000 979.1666667 360 359 5.625 0 0 0.25 5.875 ROSEVILLE CA 95747 PUD 200000 20060401 31.10 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 219810.58 1426.92 360 359 6.5 0 0 0.25 6.75 WASHINGTON UT 84780 PUD 220000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.75 2 2 First Lien N N 0 No_PP 360 60 N 20360301 CWHL
GROUP III G03 206993.73 1242.27 360 359 5.75 0 0 0.25 6 EVERETT WA 98203 Single Family 207200 20060401 80.00 No MI 100016000000000000 2.25 20130301 11 2 2 First Lien N N 0 No_PP 360 84 N 20360301 CWHL
GROUP III G01 258500 1400.208333 360 359 6.25 0 0 0.25 6.5 CAPE CORAL FL 33990 Single Family 258500 20060401 79.54 No MI 100016000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 111576 697.35 360 359 7.25 0 0 0.25 7.5 LAKELAND FL 33805 PUD 111576 20060401 80.00 No MI 100134000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 353600 1989 360 359 6.5 0 0 0.25 6.75 VISTA CA 92083 Single Family 353600 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 155900 763.2604167 360 359 5.625 0 0 0.25 5.875 ROSWELL GA 30076 PUD 155900 20060401 79.99 No MI 100016000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 306000 1657.5 360 359 6.25 0 0 0.25 6.5 PLYMOUTH MA 2360 Single Family 306000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 155992 942.4516667 360 359 7 0 0 0.25 7.25 ORLANDO FL 32829 Condominium 155992 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G03 184950 886.21875 360 351 5.5 0 0 0.25 5.75 COLORADO SPRINGS CO 80904 Condominium 184950 20050801 90.00 YES 100016000000000000 2.25 20120701 10.75 2 2 First Lien N Y 84 No_PP 360 84 N 20350701 CWHL
GROUP III G01 84750 423.75 360 358 5.75 0 0 0.25 6 DEARBORN HEIGHTS MI 48125 Single Family 84800 20060301 80.00 No MI 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 142180 592.4166667 360 357 4.75 0 0 0.25 5 GEORGETOWN KY 40324 Single Family 142180 20060201 80.00 No MI 100016000000000000 2.25 20110101 10 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G05 138880 622.0666667 360 358 5.125 0 0 0.25 5.375 Pataskala OH 43062 PUD 138880 20060301 80.00 No MI 100016000000000000 2.25 20160201 10.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 160263.21 834.7042188 360 357 6 0 0 0.25 6.25 WESTERVILLE OH 43081 PUD 160380 20060201 80.00 No MI 100134000000000000 2.25 20160101 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 CWHL
GROUP III G05 354408.61 1772.04305 360 353 5.75 0 0 0.25 6 PLAINFIELD NJ 7060 2-4 Family 354808.61 20051001 89.37 PMI 100016000000000000 2.25 20150901 11 2 2 First Lien N Y 120 No_PP 360 120 N 20350901 CWHL
GROUP III G01 130200 732.375 360 358 6.5 0 0 0.25 6.75 CASSELBERRY FL 32707 PUD 130200 20060301 79.98 No MI 100051000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 307707.61 1932.44 360 353 6.125 0 0 0.25 6.375 MORENO VALLEY CA 92555 PUD 309750 20051001 80.00 No MI 100051000000000000 2.25 20100901 11.375 2 2 First Lien N N 0 No_PP 360 60 N 20350901 CWHL
GROUP III G01 144855.98 709.1907354 360 358 5.625 0 0 0.25 5.875 ORLANDO FL 32810 PUD 144856 20060301 80.00 No MI 100051000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 210050 1137.770833 360 357 6.25 0 0 0.25 6.5 LAS VEGAS NV 89122 PUD 210050 20060201 79.98 No MI 100051000000000000 2.25 20110101 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 273700 1568.072917 360 356 6.105 0.52 0 0.25 6.875 NEW PORT RICHEY FL 34654 PUD 273700 20060101 90.00 PMI 100051000000000000 2.875 20101201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 CWHL
GROUP III G01 310884 1586.80375 360 357 5.875 0 0 0.25 6.125 WINTON CA 95388 PUD 310884 20060201 80.00 No MI 100051000000000000 2.25 20110101 11.125 2.105 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 377900 1850.135417 360 357 5.625 0 0 0.25 5.875 INDIO CA 92201 PUD 377900 20060201 80.00 No MI 100051000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 302552 1544.275833 360 358 5.875 0 0 0.25 6.125 WINTON CA 95388 PUD 302552 20060301 80.00 No MI 100051000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 310000 1646.875 360 357 6.125 0 0 0.25 6.375 ORLANDO FL 32828 PUD 310000 20060201 94.76 GE Capital MI 100051000000000000 2.25 20110101 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 211250 1034.244792 360 359 5.625 0 0 0.25 5.875 LAS VEGAS NV 89122 PUD 211250 20060401 80.00 No MI 100051000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 304926 1556.393125 360 358 5.875 0 0 0.25 6.125 WINTON CA 95388 PUD 304926 20060301 80.00 No MI 100051000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 276200 1381 360 357 5.75 0 0 0.25 6 RUSKIN FL 33570 PUD 276200 20060201 80.00 No MI 100051000000000000 2.25 20110101 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 197500 1008.072917 360 357 5.875 0 0 0.25 6.125 LAS VEGAS NV 89122 PUD 197600 20060201 79.97 No MI 100051000000000000 2.25 20110101 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 302550 1449.71875 360 357 5.5 0 0 0.25 5.75 MENIFEE CA 92584 PUD 302550 20060201 79.99 No MI 100051000000000000 2.25 20110101 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G05 151000 723.5416667 360 358 5.5 0 0 0.25 5.75 AKRON OH 44320 Single Family 151000 20060301 79.47 No MI 100016000000000000 2.25 20160201 10.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 338400 1762.5 360 358 6 0 0 0.25 6.25 NORTH LAS VEGAS NV 89084 PUD 338400 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 204300 978.9375 360 358 5.5 0 0 0.25 5.75 LEHI UT 84043 Single Family 204300 20060301 79.99 No MI 100016000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 132760.42 719.1189417 360 358 6.25 0 0 0.25 6.5 BAY VILLAGE OH 44140 Single Family 133000 20060301 79.17 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 632000 3686.666667 360 358 6.75 0 0 0.25 7 LOS ANGELES CA 90026 2-4 Family 632000 20060301 80.00 No MI 100016000000000000 2.25 20130201 12 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 143600 762.875 360 358 6.125 0 0 0.25 6.375 CASSELBERRY FL 32707 PUD 143600 20060301 89.99 GE Capital MI 100051000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 383219 2155.606875 360 358 6.5 0 0 0.25 6.75 PATTERSON CA 95363 PUD 383219 20060301 80.00 No MI 100051000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 354350 1919.395833 360 358 6.25 0 0 0.25 6.5 MENIFEE CA 92584 PUD 354350 20060301 79.99 No MI 100051000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 303565.37 1612.691028 360 357 6.125 0 0 0.25 6.375 HIGHLANDS RANCH CO 80130 PUD 303566 20060201 80.00 No MI 100051000000000000 2.25 20110101 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 266392 1359.709167 360 357 5.875 0 0 0.25 6.125 LIVE OAK CA 95953 Single Family 266392 20060201 80.00 No MI 100051000000000000 2.25 20110101 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G03 257666.53 1612 360 357 6.125 0 0 0.25 6.375 MIAMI SHORES FL 33138 Single Family 258387.99 20060201 46.14 No MI 2.25 20130101 11.375 2 2 First Lien N N 0 No_PP 360 84 N 20360101 CWHL
GROUP III G03 324974.97 1658.726409 360 357 5.875 0 0 0.25 6.125 DESTIN FL 32541 PUD 324975 20060201 43.62 No MI 100016000000000000 2.25 20130101 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G01 168979 1020.914792 360 357 7 0 0 0.25 7.25 MONTGOMERY IL 60538 Condominium 168979 20060201 80.00 No MI 100051000000000000 2.25 20110101 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 175662 951.5025 360 357 6.25 0 0 0.25 6.5 MONTGOMERY IL 60538 Condominium 175662 20060201 94.36 GE Capital MI 100051000000000000 2.25 20110101 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 224150 1144.098958 360 357 5.875 0 0 0.25 6.125 BELCAMP MD 21017 PUD 224250 20060201 79.99 No MI 100051000000000000 2.25 20110101 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G03 169000 880.2083333 360 358 6 0 0 0.25 6.25 FORT WALTON BEACH FL 32547 Single Family 169000 20060301 75.78 No MI 100016000000000000 2.25 20130201 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 301700 1791.34375 360 358 6.875 0 0 0.25 7.125 LAS VEGAS NV 89122 PUD 301700 20060301 89.99 GE Capital MI 100060000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 351896.22 1832.792813 360 358 6 0 0 0.25 6.25 NORTH LAS VEGAS NV 89084 PUD 351900 20060301 80.00 No MI 100060000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 112994.19 600.2816344 360 358 6.125 0 0 0.25 6.375 CALEXICO CA 92231 Single Family 113000 20060301 40.50 No MI 100053000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 258000 1397.5 360 358 6.25 0 0 0.25 6.5 KISSIMMEE FL 34744 PUD 258000 20060301 53.77 No MI 100060000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G04 440000 2429.166667 360 358 6.375 0 0 0.25 6.625 CRESSKILL NJ 7626 Single Family 440000 20060301 80.00 No MI 100134000000000000 2.25 20130201 11.625 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G04 735000 4287.5 360 358 6.75 0 0 0.25 7 LOS ANGELES CA 90025 Single Family 735000 20060301 75.00 No MI 100016000000000000 2.25 20130201 12 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 1000000 5000 360 358 5.75 0 0 0.25 6 HERMOSA BEACH CA 90254 Single Family 1000000 20060301 64.52 No MI 100016000000000000 2.25 20160201 11 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G04 712500 4750 360 358 7.75 0 0 0.25 8 BOSTON MA 2118 Condominium 712500 20060301 75.00 No MI 100016000000000000 2.25 20130201 13 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 460000 2635.416667 360 358 6.625 0 0 0.25 6.875 LAS VEGAS NV 89110 PUD 460000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G05 604800 3150 360 358 6 0 0 0.25 6.25 SANTA BARBARA CA 93101 PUD 605000 20060301 72.89 No MI 100134000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
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GROUP III G04 647100 3774.75 360 358 6.75 0 0 0.25 7 OVIEDO FL 32766 Single Family 647100 20060301 90.00 Radian Guaranty 100134000000000000 2.25 20130201 12 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
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GROUP III G02 535749.76 3125.206933 360 358 6.75 0 0 0.25 7 HENDERSON NV 89044 PUD 536024 20060301 80.00 No MI 100057000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 548320 3198.533333 360 358 6.75 0 0 0.25 7 LAS VEGAS NV 89148 PUD 548320 20060301 70.67 No MI 100140000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
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GROUP III G04 665000 3532.8125 360 358 6.125 0 0 0.25 6.375 CHULA VISTA CA 91915 PUD 665000 20060301 77.69 No MI 100099000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
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GROUP III G02 418400 2048.416667 360 359 5.625 0 0 0.25 5.875 STANFIELD AZ 85272 Single Family 418400 20060401 80.00 No MI 100149000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 552112 3220.653333 360 358 6.75 0 0 0.25 7 SALINAS CA 93905 Single Family 552112 20060301 80.00 No MI 100102000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 435000 2265.625 360 358 6 0 0 0.25 6.25 ANAHEIM CA 92804 Condominium 435000 20060301 70.73 No MI 100136000000000000 2.75 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 503017.78 3062.36 360 358 5.875 0 0 0.25 6.125 LOS ANGELES CA 91343 Single Family 504000 20060301 80.00 No MI 100136000000000000 2.75 20110201 11.125 2.5 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G04 549600 3034.25 360 358 6.375 0 0 0.25 6.625 SAN DIEGO CA 92101 Condominium 549600 20060301 80.00 No MI 100020000000000000 2.25 20130201 11.625 2.5 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 459000 2342.8125 360 358 5.875 0 0 0.25 6.125 CORONA DEL MAR AREA NEWPO CA 92625 Single Family 460000 20060301 20.49 No MI 100306000000000000 2.25 20160201 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G04 1232000 8213.333333 360 355 7.75 0 0 0.25 8 CORONA DEL MAR CA 92625 2-4 Family 1232000 20051201 80.00 No MI 100016000000000000 2.25 20121101 13 2 2 First Lien N Y 84 No_PP 360 84 N 20351101 CWHL
GROUP III G04 500000 2812.5 360 359 6.5 0 0 0.25 6.75 LAS VEGAS NV 89149 PUD 500000 20060401 55.59 No MI 100016000000000000 2.25 20130301 11.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G02 487200 2842 360 356 6.75 0 0 0.25 7 SAN JOSE CA 95123 Single Family 487200 20060101 80.00 No MI 100016000000000000 2.25 20101201 12 2 2 First Lien N Y 60 Prepay 360 60 N 20351201 CWHL
GROUP III G02 595120 3161.575 360 359 6.125 0 0 0.25 6.375 IRVINE CA 92612 Condominium 595120 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
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GROUP III G04 608000 3420 360 358 6.5 0 0 0.25 6.75 KEY WEST FL 33040 Single Family 608000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.75 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G05 502000 2666.875 360 358 6.125 0 0 0.25 6.375 MARTINSVILLE NJ 8836 Single Family 502000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G02 623363.8 3691.2 360 359 5.625 0 0 0.25 5.875 ALTADENA CA 91001 Single Family 624000 20060401 80.00 No MI 100134000000000000 2.25 20110301 10.875 2 2 First Lien N N 0 No_PP 360 60 N 20360301 CWHL
GROUP III G05 536000 2400.833333 360 359 5.125 0 0 0.25 5.375 INGLEWOOD CA 90301 PUD 536000 20060401 74.98 No MI 100016000000000000 2.25 20160301 10.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G05 728987 3720.871146 360 358 5.875 0 0 0.25 6.125 YOUNTVILLE CA 94599 Single Family 728987 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 467533.89 2805.9 360 359 5.75 0 0 0.25 6 PORT HUENEME CA 93041 Single Family 468000 20060401 80.00 No MI 100134000000000000 2.25 20160301 11 2 2 First Lien N N 0 Prepay 360 120 N 20360301 CWHL
GROUP III G05 1293750 6738.28125 360 358 6 0 0 0.25 6.25 SCARSDALE NY 10583 Single Family 1293750 20060301 75.00 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G02 7972215.26 51887.85 360 356 6.5 0 0 0.25 6.75 NEWPORT COAST CA 92657 PUD 8000000 20060101 53.87 No MI 100134000000000000 2.25 20101201 11.75 2 2 First Lien N N 0 Prepay 360 60 N 20351201 CWHL
GROUP III G05 699200 3641.666667 360 358 6 0 0 0.25 6.25 VENICE CA 90291 Single Family 699200 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G04 544000 2833.333333 360 358 6 0 0 0.25 6.25 MONTGOMERY NY 12549 Single Family 544000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 438700 2741.875 360 359 7.25 0 0 0.25 7.5 HENDERSON NV 89044 PUD 438700 20060401 80.00 No MI 100016000000000000 2.25 20130301 12.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G04 428000 2452.083333 360 357 6.625 0 0 0.25 6.875 LOS ANGELES CA 90065 Single Family 428000 20060201 80.00 No MI 100016000000000000 2.25 20130101 11.875 2 2 First Lien N Y 84 Prepay 360 84 N 20360101 CWHL
GROUP III G04 797226 4484.39625 360 357 6.5 0 0 0.25 6.75 LAS VEGAS NV 89117 Single Family 797226 20060201 72.21 No MI 100016000000000000 2.25 20130101 11.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G05 494552.51 3128.74 360 359 6.25 0 0 0.25 6.5 PEEKSKILL NY 10566 Condominium 495000 20060401 73.33 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N N 0 No_PP 360 120 N 20360301 CWHL
GROUP III G02 680000 4250 360 359 7.25 0 0 0.25 7.5 GREENWICH CT 6831 Single Family 680000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 1375000 6588.541667 360 358 5.5 0 0 0.25 5.75 SCARSDALE NY 10583 Single Family 1375000 20060301 55.00 No MI 100134000000000000 2.25 20160201 10.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G04 765860.26 4916.97 360 357 6.375 0 0 0.25 6.625 LOS ANGELES (WINNETKA ARE CA 91306 Single Family 767904 20060201 79.99 No MI 100016000000000000 2.25 20130101 11.625 2 2 First Lien N N 0 Prepay 360 84 N 20360101 CWHL
GROUP III G04 509995 2815.597396 360 357 6.375 0 0 0.25 6.625 REDWOOD CITY CA 94061 Single Family 509995 20060201 59.30 No MI 100016000000000000 2.25 20130101 11.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G02 475000 2869.791667 360 358 7 0 0 0.25 7.25 LOS ANGELES CA 91324 Condominium 475000 20060301 76.00 No MI 100016000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 933750 5155.078125 360 357 6.375 0 0 0.25 6.625 KEY WEST FL 33040 Single Family 933750 20060201 75.00 No MI 100016000000000000 2.25 20110101 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G02 449524.52 2593.28 360 358 5.375 0 0 0.25 5.625 CORONA CA 92880 Single Family 450490 20060301 69.25 No MI 100057000000000000 2.25 20110201 10.625 2 2 First Lien N N 0 No_PP 360 60 N 20360201 CWHL
GROUP III G02 468750 2587.890625 360 358 6.375 0 0 0.25 6.625 WEST BLOOMFIELD MI 48324 Single Family 468750 20060301 75.00 No MI 100031000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 799650 5164.40625 360 357 7.5 0 0 0.25 7.75 BRAMBLETON VA 20148 PUD 799650 20060201 80.00 No MI 100063000000000000 2.25 20110101 12.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G02 477470.39 2437.088449 360 357 5.875 0 0 0.25 6.125 BRENTWOOD CA 94513 Single Family 479920 20060201 80.00 No MI 100057000000000000 2.25 20110101 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G04 565000 3178.125 360 358 6.5 0 0 0.25 6.75 UPPER MARLBORO MD 20772 Single Family 565000 20060301 78.47 No MI 100145000000000000 2.25 20130201 11.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 575992 3779.9475 360 357 7.625 0 0 0.25 7.875 BURBANK CA 91502 Condominium 575992 20060201 80.00 No MI 100077000000000000 2.25 20130101 12.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G02 558800 3317.875 360 358 6.875 0 0 0.25 7.125 FONTANA CA 92337 PUD 558800 20060301 80.00 No MI 100051000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 892000 4460 360 357 5.75 0 0 0.25 6 SANDY SPRING MD 20860 PUD 892000 20060201 80.00 No MI 100063000000000000 2.25 20110101 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G05 455644.29 2664.59 360 358 5.5 0 0 0.25 5.75 SEATTLE WA 98199 Single Family 456600 20060301 50.73 No MI 100027000000000000 2.25 20160201 10.75 2 2 First Lien N N 0 No_PP 360 120 N 20360201 CWHL
GROUP III G05 699135.74 3568.50534 360 358 5.875 0 0 0.25 6.125 GRASONVILLE MD 21638 Single Family 699200 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.125 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G04 480400 2602.166667 360 358 6.25 0 0 0.25 6.5 JUPITER FL 33458 Single Family 480400 20060301 80.00 No MI 100057000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 705000 3818.75 360 358 6.25 0 0 0.25 6.5 LOS ANGELES CA 90066 Single Family 705000 20060301 79.21 No MI 100077000000000000 2.25 20160201 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G02 432000 2655 360 358 7.125 0 0 0.25 7.375 OAKLAND CA 94603 Single Family 432000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 514000 2784.166667 360 358 6.25 0 0 0.25 6.5 PITTSBURG CA 94565 Single Family 514000 20060301 69.93 No MI 100197000000000000 2.25 20160201 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 920000 4791.666667 360 358 6 0 0 0.25 6.25 SCOTTSDALE AZ 85260 PUD 920000 20060301 80.00 No MI 100223000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G04 485999.99 2885.624941 360 358 6.875 0 0 0.25 7.125 PARKER CO 80134 PUD 486000 20060301 74.99 No MI 100020000000000000 2.25 20130201 12.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 1000000 5833.333333 360 358 6.75 0 0 0.25 7 PORTLAND OR 97266 PUD 1000000 20060301 74.63 No MI 100092000000000000 2.25 20130201 12 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 490500 2503.59375 360 358 5.875 0 0 0.25 6.125 LONG BEACH CA 90805 Single Family 490500 20060301 75.46 No MI 100141000000000000 2.25 20160201 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G02 420000 2187.5 360 358 6 0 0 0.25 6.25 NORTHRIDGE CA 91325 Single Family 420000 20060301 71.55 No MI 100197000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 478550 2592.145833 360 358 6.25 0 0 0.25 6.5 MURRIETA CA 92563 Single Family 478550 20060301 80.00 No MI 100060000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 87120 517.275 360 359 6.875 0 0 0.25 7.125 TAMPA FL 33614 Condominium 87120 20060401 80.00 No MI 100134000000000000 2.25 20110301 12.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 245200 1226 360 358 5.75 0 0 0.25 6 WESTMINSTER CO 80020 PUD 245200 20060301 80.00 No MI 100016000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 312775 1889.682292 360 358 7 0 0 0.25 7.25 LAS VEGAS NV 89178 PUD 312775 20060301 70.00 No MI 100016000000000000 2.25 20130201 12.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 105505.99 670.4026448 360 357 7.375 0 0 0.25 7.625 FOUNTAIN CO 80817 PUD 105506 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 230320 1295.55 360 359 6.5 0 0 0.25 6.75 ADELANTO CA 92301 Single Family 230320 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 351992 1869.9575 360 357 6.125 0 0 0.25 6.375 LAS VEGAS NV 89120 PUD 351992 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 400000 1958.333333 360 357 5.625 0 0 0.25 5.875 NORTH LAS VEGAS NV 89081 PUD 400000 20060201 89.69 Radian Guaranty 100125000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G03 280766.08 1462.323333 360 357 6 0 0 0.25 6.25 BEAUMONT CA 92223 PUD 283120 20060201 80.00 No MI 100057000000000000 2.25 20130101 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G02 166425 918.8046875 360 357 6.375 0 0 0.25 6.625 CORAL SPRINGS FL 33076 Condominium 166425 20060201 75.00 No MI 100016000000000000 2.25 20110101 11.625 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 172350 1059.234375 360 358 7.125 0 0 0.25 7.375 BRADENTON FL 34212 Condominium 172350 20060301 80.00 No MI 100060000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 650000 3453.125 360 358 6.125 0 0 0.25 6.375 SANTA BARBARA CA 93103 Single Family 650000 20060301 65.00 No MI 100016000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G04 2420000 12352.08333 360 358 5.875 0 0 0.25 6.125 ANAHEIM HILLS CA 92807 Single Family 2420000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.125 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G03 100000 593.75 360 359 6.875 0 0 0.25 7.125 PINELLAS PARK FL 33781 Single Family 100000 20060401 66.67 No MI 100016000000000000 2.25 20130301 12.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G05 400000 2000 360 359 5.75 0 0 0.25 6 OXNARD CA 93036 Single Family 400000 20060401 57.14 No MI 100016000000000000 2.25 20160301 11 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G03 337800 1794.5625 360 357 6.125 0 0 0.25 6.375 TEMECULA CA 92592 Condominium 337800 20060201 75.91 No MI 100074000000000000 2.25 20130101 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G05 301500 1664.53125 360 359 6.375 0 0 0.25 6.625 ORLANDO FL 32829 PUD 301500 20060401 90.00 Republic MIC 100016000000000000 2.25 20160301 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 340000 1700 360 358 5.75 0 0 0.25 6 HUMBLE TX 77346 PUD 340000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 233856 1242.36 360 358 6.125 0 0 0.25 6.375 FLAGSTAFF AZ 86001 PUD 233856 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G03 62000 355.2083333 360 359 6.625 0 0 0.25 6.875 SAINT CHARLES MO 63301 Single Family 62000 20060401 47.69 No MI 100016000000000000 2.25 20130301 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 180891 960.9834375 360 357 6.125 0 0 0.25 6.375 LAS VEGAS NV 89128 Condominium 180891 20060201 90.00 Republic MIC 100016000000000000 2.25 20110101 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 193080 824.6125 360 359 4.875 0 0 0.25 5.125 LEWIS CENTER OH 43035 Single Family 193080 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 135426.57 846.4160625 360 358 7.25 0 0 0.25 7.5 YUMA AZ 85367 PUD 135450 20060301 90.00 United Guaranty 100016000000000000 2.25 20160201 12.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G01 206435 1247.211458 360 358 7 0 0 0.25 7.25 SANFORD FL 32771 Single Family 206435 20060301 95.00 PMI 100057000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 534539.38 3006.784013 360 358 6.5 0 0 0.25 6.75 EL SEGUNDO CA 90245 Condominium 535000 20060301 66.88 No MI 100073000000000000 2.25 20160201 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G05 824999.97 4382.812341 360 358 6.125 0 0 0.25 6.375 PARK CITY UT 84060 Condominium 825000 20060301 75.00 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G05 196599.35 1164.15 360 359 5.625 0 0 0.25 5.875 DALLAS TX 75252 PUD 196800 20060401 80.00 No MI 100016000000000000 2.25 20160301 10.875 2 2 First Lien N N 0 No_PP 360 120 N 20360301 CWHL
GROUP III G01 302750 1734.505208 360 358 6.625 0 0 0.25 6.875 FLEETWOOD PA 19522 Single Family 302750 20060301 70.00 No MI 100016000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 190750 1092.838542 360 358 6.625 0 0 0.25 6.875 MIAMI FL 33170 PUD 190750 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 232000 1135.833333 360 358 5.625 0 0 0.25 5.875 SANFORD FL 32773 PUD 232000 20060301 79.45 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 400000 2125 360 356 6.125 0 0 0.25 6.375 PALM SPRINGS CA 92262 Single Family 400000 20060101 62.99 No MI 100016000000000000 2.25 20151201 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20351201 CWHL
GROUP III G02 468300 2682.96875 360 358 6.625 0 0 0.25 6.875 FONTANA CA 92337 Single Family 468300 20060301 79.99 No MI 100051000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 293699.5 1674.98 360 356 5.25 0 0 0.25 5.5 SILVER SPRING MD 20904 Single Family 295000 20060101 64.27 No MI 100016000000000000 2.25 20101201 10.5 2 2 First Lien N N 0 Prepay 360 60 N 20351201 CWHL
GROUP III G02 1280000 8400 360 359 7.625 0 0 0.25 7.875 NAPLES FL 34102 Single Family 1280000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G02 557700 2672.3125 360 359 5.5 0 0 0.25 5.75 FRANKFORT IL 60423 PUD 557700 20060401 78.00 No MI 100016000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 316800 1815 360 359 6.625 0 0 0.25 6.875 PEMBROKE PINES FL 33029 PUD 316800 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G02 862500 5480.46875 360 358 7.375 0 0 0.25 7.625 CHICAGO IL 60605 Condominium 862500 20060301 75.00 No MI 100202000000000000 2.25 20110201 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 416316 2168.3125 360 358 6 0 0 0.25 6.25 CELEBRATION FL 34747 PUD 416316 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G03 202400 1096.333333 360 358 6.25 0 0 0.25 6.5 TAUNTON MA 2780 Condominium 202400 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 216000 1102.5 360 359 5.875 0 0 0.25 6.125 HENDERSON NV 89015 PUD 216000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G03 145000 785.4166667 360 358 6.25 0 0 0.25 6.5 LAS VEGAS NV 89123 Condominium 145000 20060301 64.44 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 544000 3230 360 358 6.875 0 0 0.25 7.125 ALLSTON MA 2134 Single Family 544000 20060301 80.00 No MI 100016000000000000 2.25 20130201 12.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 383200 2195.416667 360 359 6.625 0 0 0.25 6.875 SPRINGFIELD VA 22153 PUD 383200 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 121999.13 597.2874073 360 358 5.625 0 0 0.25 5.875 LA SALLE CO 80645 Single Family 122000 20060301 78.21 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 293896.39 1530.710365 360 358 6 0 0 0.25 6.25 ROMOLAND CA 92585 PUD 293900 20060301 79.99 No MI 100095000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 73997.13 423.9418906 360 358 6.625 0 0 0.25 6.875 SCARBOROUGH ME 4074 Single Family 75000 20060301 20.55 No MI 100016000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 199962 1062.298125 360 358 6.125 0 0 0.25 6.375 CUMBERLAND RI 2864 Single Family 200000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 396298.28 2345.96 360 350 5.5 0 0 0.25 5.75 KILDEER IL 60047 PUD 402000 20050701 40.20 No MI 100027000000000000 2.75 20150601 10.75 2 2 First Lien N N 0 No_PP 360 120 N 20350601 CWHL
GROUP III G01 156296.66 846.6069083 360 351 6.25 0 0 0.25 6.5 LAS VEGAS NV 89129 Condominium 156339 20050801 90.00 GE Capital MI 100137000000000000 2.25 20100701 11.5 2.5 2 First Lien N Y 60 Prepay 360 60 N 20350701 CWHL
GROUP III G05 378000 2008.125 360 358 6.125 0 0 0.25 6.375 ELK GROVE CA 95624 Single Family 378000 20060301 70.00 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G03 620000 3616.666667 360 357 6.75 0 0 0.25 7 INGLEWOOD CA 90303 2-4 Family 620000 20060201 80.00 No MI 100016000000000000 2.25 20130101 12 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 CWHL
GROUP III G01 186960 954.275 360 359 5.875 0 0 0.25 6.125 AUBURN WA 98001 Single Family 186960 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 100160 573.8333333 360 358 6.625 0 0 0.25 6.875 TEXAS CITY TX 77591 PUD 100160 20060301 80.00 No MI 100317000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 247221 1236.105 360 357 5.75 0 0 0.25 6 NORTH LAS VEGAS NV 89081 PUD 247221 20060201 80.00 No MI 100063000000000000 2.25 20110101 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 249500 1559.375 360 358 7.25 0 0 0.25 7.5 VANCOUVER WA 98683 PUD 249500 20060301 89.96 Republic MIC 100309000000000000 2.25 20110201 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 278400 1740 360 359 7.25 0 0 0.25 7.5 LOVELAND CO 80538 Single Family 278400 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 230000 1389.583333 360 358 7 0 0 0.25 7.25 LAS VEGAS NV 89123 PUD 230000 20060301 80.00 No MI 100134000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 520000 2925 360 359 6.5 0 0 0.25 6.75 PLACENTIA CA 92870 Single Family 520000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 157908 904.68125 360 358 6.625 0 0 0.25 6.875 QUEEN CREEK AZ 85242 PUD 157908 20060301 80.00 No MI 100063000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 192792 1044.29 360 358 6.25 0 0 0.25 6.5 TUCSON AZ 85757 PUD 192792 20060301 80.00 No MI 100063000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 222778 1090.683958 360 357 5.625 0 0 0.25 5.875 LAS VEGAS NV 89149 PUD 222778 20060201 80.00 No MI 100063000000000000 2.25 20110101 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G01 242320 1135.875 360 358 5.375 0 0 0.25 5.625 FOOTHILL RANCH CA 92610 Condominium 242320 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 219950 1099.75 360 358 5.75 0 0 0.25 6 EVERETT WA 98205 PUD 219950 20060301 80.00 No MI 100134000000000000 2.25 20130201 11 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G03 188937.69 1180.92 360 358 6.125 0 0 0.25 6.375 LA PINE OR 97739 Single Family 189289.26 20060301 86.04 YES 2.25 20130201 11.375 2 2 First Lien N N 0 No_PP 360 84 N 20360201 CWHL
GROUP III G02 167437 941.833125 360 357 6.5 0 0 0.25 6.75 CHANDLER AZ 85248 Condominium 167437 20060201 95.00 Radian Guaranty 100016000000000000 2.25 20110101 11.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G01 291509.32 1579.008817 360 356 6.25 0 0 0.25 6.5 JERSEY CITY NJ 7306 Condominium 291612 20060101 80.00 No MI 100016000000000000 2.25 20101201 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 CWHL
GROUP III G05 415935 2079.675 360 358 5.75 0 0 0.25 6 GLEN ALLEN VA 23059 PUD 416350 20060301 80.00 No MI 100016000000000000 2.25 20160201 11 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G01 223183.53 1069.421081 360 359 5.5 0 0 0.25 5.75 NEWBURYPORT MA 1950 Condominium 223200 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 368000 2223.333333 360 359 7 0 0 0.25 7.25 STOCKTON CA 95206 Single Family 368000 20060401 80.00 No MI 100134000000000000 2.25 20130301 12.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G01 272000 1700 360 355 7.25 0 0 0.25 7.5 BOISE ID 83709 2-4 Family 272000 20051201 80.00 No MI 100016000000000000 2.25 20101101 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20351101 CWHL
GROUP III G03 260147 1273.636354 360 358 5.625 0 0 0.25 5.875 SAN DIEGO CA 92108 Condominium 260147 20060301 80.00 No MI 100016000000000000 2.25 20130201 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 217997.04 1112.693225 360 355 5.875 0 0 0.25 6.125 NAPLES FL 34120 Single Family 217997.04 20051201 94.78 YES 100016000000000000 2.25 20101101 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20351101 CWHL
GROUP III G03 192742 1204.6375 360 359 7.25 0 0 0.25 7.5 MARANA AZ 85653 PUD 192742 20060401 80.00 No MI 100016000000000000 2.25 20130301 12.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G03 350077 1823.317708 360 359 6 0 0 0.25 6.25 LAS VEGAS NV 89139 PUD 350077 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 166500 815.15625 360 358 5.625 0 0 0.25 5.875 CLEVELAND OH 44113 Single Family 166500 20060301 64.04 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 191250 796.875 360 358 4.75 0 0 0.25 5 MOLALLA OR 97038 Single Family 191250 20060301 73.56 No MI 100016000000000000 2.25 20110201 10 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 299600 1716.458333 360 359 6.625 0 0 0.25 6.875 RICHMOND CA 94804 Single Family 299600 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 139920 859.925 360 359 7.125 0 0 0.25 7.375 QUEEN CREEK AZ 85242 PUD 139920 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 157828 772.6995833 360 358 5.625 0 0 0.25 5.875 UTICA MI 48315 Condominium 157828 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G01 400000 2291.666667 360 359 6.625 0 0 0.25 6.875 GREENFIELD CA 93927 Single Family 400000 20060401 79.56 No MI 100134000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 292500 1675.78125 360 359 6.625 0 0 0.25 6.875 RESTON VA 20191 PUD 292500 20060401 90.00 United Guaranty 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 300000 1562.5 360 359 6 0 0 0.25 6.25 SARASOTA FL 34235 Single Family 300000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 381096 1786.3875 360 358 5.375 0 0 0.25 5.625 LAND O LAKES FL 34638 PUD 381096 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 279920 1370.441667 360 358 5.625 0 0 0.25 5.875 WOODBRIDGE VA 22192 PUD 279920 20060301 80.00 No MI 100016000000000000 2.25 20110201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 204000 1253.75 360 358 7.125 0 0 0.25 7.375 GLENDALE AZ 85310 PUD 204000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 268000 1535.416667 360 359 6.625 0 0 0.25 6.875 MANTECA CA 95336 Single Family 268000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G03 204000 1041.25 360 359 5.875 0 0 0.25 6.125 CHICAGO IL 60626 Condominium 204000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.125 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 165000 996.875 360 358 7 0 0 0.25 7.25 CEDAR HILLS UT 84062 PUD 165000 20060301 71.74 No MI 100134000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 309490.94 1740.886538 360 359 6.5 0 0 0.25 6.75 HESPERIA CA 92345 Single Family 309500 20060401 79.99 No MI 100016000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 268000 1228.333333 360 359 5.25 0 0 0.25 5.5 MORENO VALLEY CA 92553 Single Family 268000 20060401 80.00 No MI 100016000000000000 2.25 20110301 10.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G03 335896 1679.48 360 359 5.75 0 0 0.25 6 PERRIS CA 92571 PUD 335896 20060401 80.00 No MI 100016000000000000 2.25 20130301 11 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G01 272000 1671.666667 360 358 7.125 0 0 0.25 7.375 LAS VEGAS NV 89103 Single Family 272000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 171020.34 890.7309375 360 359 6 0 0 0.25 6.25 WEST PALM BEACH FL 33405 Single Family 171200 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 248000 1524.166667 360 358 7.125 0 0 0.25 7.375 WOODBRIDGE VA 22191 PUD 248000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G01 372300 1745.15625 360 359 5.375 0 0 0.25 5.625 DELRAY BEACH FL 33446 PUD 372300 20060401 44.11 No MI 100016000000000000 2.25 20110301 10.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 219500 1166.09375 360 359 6.125 0 0 0.25 6.375 VANCOUVER WA 98683 Single Family 219500 20060401 73.41 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 125100 703.6875 360 358 6.5 0 0 0.25 6.75 MURRAY UT 84107 PUD 125100 20060301 79.97 No MI 100016000000000000 2.25 20160201 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G03 310109 1518.241979 360 359 5.625 0 0 0.25 5.875 EWA BEACH HI 96706 Condominium 310109 20060401 80.00 No MI 100016000000000000 2.25 20130301 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 301550 1633.395833 360 359 6.25 0 0 0.25 6.5 COACHELLA CA 92236 Single Family 301550 20060401 79.99 No MI 100016000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G03 304923 1524.615 360 358 5.75 0 0 0.25 6 EWA BEACH HI 96706 Condominium 304923 20060301 80.00 No MI 100016000000000000 2.25 20130201 11 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G01 132800 691.6666667 360 359 6 0 0 0.25 6.25 CLINTON TOWNSHIP MI 48038 Single Family 132800 20060401 80.00 No MI 100134000000000000 2.25 20110301 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 336000 1750 360 359 6 0 0 0.25 6.25 BALDWIN PARK CA 91706 Single Family 336000 20060401 70.00 No MI 100016000000000000 2.25 20130301 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 255996.67 1546.646548 360 359 7 0 0 0.25 7.25 NEW BRIGHTON MN 55112 Single Family 256000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 320000 2000 360 358 7.25 0 0 0.25 7.5 INGLEWOOD CA 90303 Single Family 320000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 300000 1625 360 359 6.25 0 0 0.25 6.5 SEDONA AZ 86336 Single Family 300000 20060401 50.01 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 314432 1670.42 360 359 6.125 0 0 0.25 6.375 FRESNO CA 93727 Single Family 314432 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G03 145000 845.8333333 360 358 6.75 0 0 0.25 7 SANDPOINT ID 83864 Single Family 145000 20060301 59.18 No MI 100016000000000000 2.25 20130201 12 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G03 417000 2041.5625 360 358 5.625 0 0 0.25 5.875 LAKE FOREST IL 60045 Single Family 417000 20060301 75.82 No MI 100016000000000000 2.25 20130201 10.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 268000 1451.666667 360 358 6.25 0 0 0.25 6.5 POWELL OH 43065 Single Family 268000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G05 300000 1593.75 360 359 6.125 0 0 0.25 6.375 WINCHESTER CA 92592 Single Family 300000 20060401 53.10 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 400000 2166.666667 360 359 6.25 0 0 0.25 6.5 COVINA CA 91723 Single Family 400000 20060401 62.51 No MI 100016000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 250000 1197.916667 360 359 5.5 0 0 0.25 5.75 GUNTERSVILLE AL 35976 Single Family 250000 20060401 70.42 No MI 100016000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 295000 1720.833333 360 359 6.75 0 0 0.25 7 LOS ANGELES CA 91306 Single Family 295000 20060401 53.64 No MI 100016000000000000 2.25 20110301 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 258400 1615 360 359 7.25 0 0 0.25 7.5 RIVERSIDE CA 92506 Single Family 258400 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 364000 2085.416667 360 359 6.625 0 0 0.25 6.875 ANTIOCH CA 94509 Single Family 364000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G01 138400 865 360 359 7.25 0 0 0.25 7.5 LAS VEGAS NV 89103 Condominium 138400 20060401 80.00 No MI 100134000000000000 2.25 20110301 12.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G03 344000 1827.5 360 359 6.125 0 0 0.25 6.375 LAWAI HI 96765 Single Family 344000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.375 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G01 183600 956.25 360 358 6 0 0 0.25 6.25 WESTMINSTER CO 80021 Single Family 183600 20060301 80.00 No MI 100134000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G03 257500 1448.4375 360 359 6.5 0 0 0.25 6.75 EDMONDS WA 98020 Single Family 257500 20060401 67.76 No MI 100016000000000000 2.25 20130301 11.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 81925.87 518.3 360 359 6.25 0 0 0.25 6.5 ATASCADERO CA 93422 Single Family 82000 20060401 22.78 No MI 100016000000000000 2.25 20110301 11.5 2 2 First Lien N N 0 Prepay 360 60 N 20360301 CWHL
GROUP III G01 210400 1227.333333 360 359 6.75 0 0 0.25 7 SACRAMENTO CA 95838 Single Family 210400 20060401 80.00 No MI 100016000000000000 2.25 20110301 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 472000 2261.666667 360 359 5.5 0 0 0.25 5.75 MILILANI HI 96789 PUD 472000 20060401 80.00 No MI 100016000000000000 2.25 20160301 10.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G05 504000 2940 360 359 6.75 0 0 0.25 7 LOS ANGELES CA 90044 2-4 Family 504000 20060401 80.00 No MI 100016000000000000 2.25 20160301 12 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 446000 2555.208333 360 359 6.625 0 0 0.25 6.875 LONG BEACH CA 90805 2-4 Family 446000 20060401 74.33 No MI 100134000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 310800 1715.875 360 359 6.375 0 0 0.25 6.625 LOS ANGELES CA 90013 Condominium 310800 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G01 129372 646.86 360 359 5.75 0 0 0.25 6 GOOSE CREEK SC 29445 PUD 129372 20060401 80.00 No MI 100016000000000000 2.25 20110301 11 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 339200 1837.333333 360 358 6.25 0 0 0.25 6.5 BELLINGHAM WA 98226 Single Family 339200 20060301 80.00 No MI 100134000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 CWHL
GROUP III G02 315533 1709.137083 360 357 6.25 0 0 0.25 6.5 PARRISH FL 34219 PUD 315533 20060201 80.00 No MI 100016000000000000 2.25 20110101 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 CWHL
GROUP III G05 499872.4 2551.432042 360 359 5.875 0 0 0.25 6.125 LA QUINTA CA 92253 PUD 500000 20060401 75.47 No MI 100016000000000000 2.25 20160301 11.125 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G02 438100 2327.40625 360 357 6.125 0 0 0.25 6.375 SARASOTA FL 34236 Condominium 438100 20060201 70.32 No MI 100030000000000000 2.25 20110101 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G05 418140.81 1872.922378 360 352 5.125 0 0 0.25 5.375 LAS VEGAS NV 89117 PUD 418400 20050901 80.00 No MI 100163000000000000 2 20150801 10.375 2 1 First Lien N Y 120 No_PP 360 120 N 20350801 CWHL
GROUP III G02 511200 2715.75 360 357 6.125 0 0 0.25 6.375 BOSTON MA 2118 Condominium 511200 20060201 79.94 No MI 100292000000000000 2.25 20110101 11.375 1.75 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G02 455000 2511.979167 360 358 6.375 0 0 0.25 6.625 THREE RIVERS CA 93271 Single Family 455000 20060301 72.22 No MI 100085000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 465150 2471.109375 360 356 6.125 0 0 0.25 6.375 CENTREVILLE VA 20120 PUD 465150 20060101 79.99 No MI 100067000000000000 2.25 20151201 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20351201 CWHL
GROUP III G04 496000 2790 360 356 6.5 0 0 0.25 6.75 EL GRANADA CA 94018 Single Family 496000 20060101 80.00 No MI 100045000000000000 2.25 20121201 11.75 2 2 First Lien N Y 84 No_PP 360 84 N 20351201 CWHL
GROUP III G04 454237.99 2881.6 360 356 6.25 0 0 0.25 6.5 CHANDLER AZ 85249 PUD 455900 20060101 80.00 No MI 100432000000000000 2.25 20121201 11.5 2 2 First Lien N N 0 No_PP 360 84 N 20351201 CWHL
GROUP III G05 783750 4163.671875 360 359 6.125 0 0 0.25 6.375 HENDERSON NV 89015 PUD 783750 20060401 75.00 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G05 447960 2566.4375 360 359 6.625 0 0 0.25 6.875 LOS ANGELES CA 90014 Condominium 448000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G05 560312 2626.4625 360 358 5.375 0 0 0.25 5.625 SANTA ROSA CA 95409 Single Family 560312 20060301 44.82 No MI 100016000000000000 2.25 20160201 10.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G04 567788 3252.952083 360 358 6.625 0 0 0.25 6.875 ELK GROVE CA 95757 Single Family 567788 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 487841.67 2540.842031 360 358 6 0 0 0.25 6.25 OXNARD CA 93030 Single Family 488000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G02 424196 2607.037917 360 358 7.125 0 0 0.25 7.375 ISSAQUAH WA 98027 PUD 424196 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G04 1000000 5416.666667 360 358 6.25 0 0 0.25 6.5 IRVINE CA 92603 PUD 1000000 20060301 64.61 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G02 1200000 5500 360 359 5.25 0 0 0.25 5.5 SAN FRANCISCO CA 94105 Condominium 1200000 20060401 64.52 No MI 100016000000000000 2.25 20110301 10.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 CWHL
GROUP III G05 484380 2421.9 360 359 5.75 0 0 0.25 6 LA QUINTA CA 92253 PUD 484380 20060401 80.00 No MI 100016000000000000 2.25 20160301 11 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G05 1260000 6562.5 360 353 6 0 0 0.25 6.25 FORT LAUDERDALE FL 33308 Single Family 1260000 20051001 80.00 No MI 100016000000000000 2.25 20150901 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20350901 CWHL
GROUP III G05 557699 2788.495 360 359 5.75 0 0 0.25 6 INGLEWOOD CA 90305 PUD 557699 20060401 80.00 No MI 100016000000000000 2.25 20160301 11 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G04 516000 3010 360 358 6.75 0 0 0.25 7 ESCONDIDO CA 92026 PUD 516000 20060301 79.38 No MI 100016000000000000 2.25 20130201 12 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G05 863200 4046.25 360 357 5.375 0 0 0.25 5.625 NEW YORK NY 10023 CO-OP 863200 20060201 80.00 No MI 100016000000000000 2.25 20160101 10.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 CWHL
GROUP III G04 821284 4363.07125 360 357 6.125 0 0 0.25 6.375 SAN DIEGO CA 92131 PUD 821284 20060201 80.00 No MI 100016000000000000 2.25 20130101 11.375 2 2 First Lien N Y 84 Prepay 360 84 N 20360101 CWHL
GROUP III G05 522634 2504.287917 360 359 5.5 0 0 0.25 5.75 INGLEWOOD CA 90305 PUD 522634 20060401 80.00 No MI 100016000000000000 2.25 20160301 10.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G05 510000 2656.25 360 359 6 0 0 0.25 6.25 SANTA ROSA CA 95404 Single Family 510000 20060401 74.53 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G05 577550.59 2707.268391 360 359 5.375 0 0 0.25 5.625 UPLAND CA 91784 PUD 577700 20060401 80.00 No MI 100016000000000000 2.25 20160301 10.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G04 2397469.12 11987.3456 360 355 5.75 0 0 0.25 6 SAN JOSE CA 95148 Single Family 2399992 20051201 80.00 No MI 100016000000000000 2.25 20121101 11 2 2 First Lien N Y 84 Prepay 360 84 N 20351101 CWHL
GROUP III G04 650000 4062.5 360 358 7.25 0 0 0.25 7.5 CORONA CA 92883 PUD 650000 20060301 79.98 No MI 100016000000000000 2.25 20130201 12.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 562000 2985.625 360 359 6.125 0 0 0.25 6.375 UPLAND CA 91784 PUD 562000 20060401 73.54 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G04 561640 3042.216667 360 358 6.25 0 0 0.25 6.5 ANTIOCH CA 94531 Single Family 561640 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G02 3000000 18125 360 355 7 0 0 0.25 7.25 ROLLING HILLS CA 90274 PUD 3000000 20051201 50.00 No MI 100016000000000000 2.25 20101101 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20351101 CWHL
GROUP III G02 1173880.79 6965.36 360 357 5.625 0 0 0.25 5.875 BOCA GRANDE FL 33921 Condominium 1177500 20060201 75.00 No MI 100059000000000000 2.25 20110101 10.875 2 2 First Lien N N 0 No_PP 360 60 N 20360101 CWHL
GROUP III G02 750000 3593.75 360 358 5.5 0 0 0.25 5.75 WOODLAND HILLS AREA CA 91367 Single Family 750000 20060301 75.00 No MI 100077000000000000 2.25 20110201 10.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 570000 3206.25 360 358 6.5 0 0 0.25 6.75 DARIEN CT 6820 Single Family 570000 20060301 75.00 No MI 100016000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 440732.76 2525.031438 360 358 6.625 0 0 0.25 6.875 WEST ISLIP NY 11795 Single Family 440800 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G04 541248.23 3379.82 360 359 6.125 0 0 0.25 6.375 ROGERS AR 72758 PUD 541750 20060401 55.00 No MI 100016000000000000 2.25 20130301 11.375 2 2 First Lien N N 0 No_PP 360 84 N 20360301 CWHL
GROUP III G02 640000 3400 360 358 6.125 0 0 0.25 6.375 LAKE ARROWHEAD CA 92352 Single Family 640000 20060301 79.90 No MI 100173000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 712000 4005 360 358 6.5 0 0 0.25 6.75 TYRONE GA 30290 PUD 712000 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G02 420000 2275 360 358 6.25 0 0 0.25 6.5 HARBINGER NC 27941 Single Family 420000 20060301 70.00 No MI 100016000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G05 486000 2581.875 360 358 6.125 0 0 0.25 6.375 HOLLYWOOD FL 33019 PUD 486000 20060301 60.00 No MI 100075000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G05 247994.15 1394.967094 360 357 6.5 0 0 0.25 6.75 NORTH LAS VEGAS NV 89032 PUD 248000 20060201 80.00 No MI 100163000000000000 2.25 20160101 12.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360101 CWHL
GROUP III G05 948192.52 5849.31 360 358 6 0 0 0.25 6.25 SAN JUAN CAPISTRANO CA 92675 Single Family 950000 20060301 22.89 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N N 0 No_PP 360 120 N 20360201 CWHL
GROUP III G04 505000 2788.020833 360 359 6.375 0 0 0.25 6.625 MANALAPAN NJ 7726 PUD 505000 20060401 58.72 No MI 100323000000000000 2.25 20130301 11.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G02 506450 2743.270833 360 357 6.25 0 0 0.25 6.5 FORT WASHINGTON MD 20744 PUD 506450 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 CWHL
GROUP III G05 508880.94 3391.17 360 358 6.75 0 0 0.25 7 INGLEWOOD CA 90301 PUD 509719 20060301 80.00 No MI 100134000000000000 2.25 20160201 12 2 2 First Lien N N 0 Prepay 360 120 N 20360201 CWHL
GROUP III G04 588000 3368.75 360 358 6.625 0 0 0.25 6.875 IRVINE CA 92606 PUD 588000 20060301 78.40 No MI 100016000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 780000 4225 360 358 6.25 0 0 0.25 6.5 SANTA MONICA CA 90405 Condominium 780000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G05 1470000 7196.875 360 359 5.625 0 0 0.25 5.875 LA JOLLA CA 92037 Single Family 1470000 20060401 70.00 No MI 100016000000000000 2.25 20160301 10.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 CWHL
GROUP III G05 464000 2706.666667 360 358 6.75 0 0 0.25 7 GILROY CA 95020 Single Family 464000 20060301 80.00 No MI 100016000000000000 2.25 20160201 12 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G04 650000 3927.083333 360 358 7 0 0 0.25 7.25 SAN JOSE CA 95148 Single Family 650000 20060301 78.31 No MI 100016000000000000 2.25 20130201 12.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 467200 2530.666667 360 359 6.25 0 0 0.25 6.5 EL SOBRANTE CA 94803 Single Family 467200 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP III G05 524024.9 3275.32 360 358 6.125 0 0 0.25 6.375 LONG BEACH CA 90808 Single Family 525000 20060301 76.09 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N N 0 Prepay 360 120 N 20360201 CWHL
GROUP III G04 500000 3020.833333 360 358 7 0 0 0.25 7.25 NORWOOD MA 2062 Single Family 500000 20060301 68.03 No MI 100016000000000000 2.25 20130201 12.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 999520.83 5518.187916 360 358 6.375 0 0 0.25 6.625 NORTHRIDGE CA 91326 PUD 1000000 20060301 66.67 No MI 100016000000000000 2.25 20160201 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G05 699800 3571.895833 360 357 5.875 0 0 0.25 6.125 GLENDALE CA 91203 Single Family 700000 20060201 73.68 No MI 100016000000000000 2.25 20160101 11.125 2 2 First Lien N Y 120 Prepay 360 120 N 20360101 CWHL
GROUP III G04 1040000 6283.333333 360 358 7 0 0 0.25 7.25 CORONA CA 92881 Single Family 1040000 20060301 80.00 No MI 100016000000000000 2.25 20130201 12.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G05 680000 4250 360 358 7.25 0 0 0.25 7.5 HUNTINGTON BEACH CA 92648 Condominium 680000 20060301 80.00 No MI 100016000000000000 2.25 20160201 12.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 CWHL
GROUP III G04 463000 2604.375 360 358 6.5 0 0 0.25 6.75 SIMI VALLEY CA 93065 Single Family 463200 20060301 80.00 No MI 100134000000000000 2.25 20130201 11.75 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G05 975000 5382.8125 360 358 6.375 0 0 0.25 6.625 DEL MAR CA 92014 Single Family 975000 20060301 75.00 No MI 100016000000000000 2.25 20160201 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G05 472000 2458.333333 360 358 6 0 0 0.25 6.25 OXNARD CA 93035 Single Family 472000 20060301 80.00 No MI 100134000000000000 2.25 20160201 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G05 477500 2536.71875 360 358 6.125 0 0 0.25 6.375 SANTA PAULA CA 93060 Single Family 477500 20060301 74.61 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G04 600000 3125 360 358 6 0 0 0.25 6.25 CLEARWATER FL 33767 Condominium 600000 20060301 80.00 No MI 100134000000000000 2.25 20130201 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 677916 3883.89375 360 358 6.625 0 0 0.25 6.875 MILLBRAE CA 94030 Single Family 677916 20060301 75.00 No MI 100016000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G05 788000 4350.416667 360 359 6.375 0 0 0.25 6.625 SAN LUIS OBISPO CA 93401 Single Family 788000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G04 676000 4154.583333 360 358 7.125 0 0 0.25 7.375 WAILUKU HI 96793 PUD 676000 20060301 80.00 No MI 100016000000000000 2.25 20130201 12.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 497000 3054.479167 360 359 7.125 0 0 0.25 7.375 WESTLAKE VILLAGE CA 91361 Condominium 497000 20060401 74.74 No MI 100016000000000000 2.25 20130301 12.375 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G04 800000 4666.666667 360 358 6.75 0 0 0.25 7 SAN DIEGO CA 92109 Condominium 800000 20060301 80.00 No MI 100016000000000000 2.25 20130201 12 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G04 480000 3100 360 358 7.5 0 0 0.25 7.75 FULLERTON CA 92833 Single Family 480000 20060301 80.00 No MI 100016000000000000 2.25 20130201 12.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 575200 3235.5 360 358 6.5 0 0 0.25 6.75 LA CRESCENTA CA 91214 Single Family 575200 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.75 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G04 448000 2426.666667 360 358 6.25 0 0 0.25 6.5 CORONA CA 92883 Single Family 448000 20060301 79.97 No MI 100134000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G04 440800 2525.416667 360 358 6.625 0 0 0.25 6.875 LAS VEGAS NV 89123 PUD 440800 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 628000 3597.916667 360 358 6.625 0 0 0.25 6.875 HAYMARKET VA 20169 PUD 628000 20060301 79.94 No MI 100134000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G05 760000 4037.5 360 358 6.125 0 0 0.25 6.375 LOS ANGELES CA 90068 Single Family 760000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G05 523000 2887.395833 360 358 6.375 0 0 0.25 6.625 ROSEVILLE CA 95747 Single Family 523000 20060301 74.71 No MI 100016000000000000 2.25 20160201 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G04 490000 3266.666667 360 358 7.75 0 0 0.25 8 GULF SHORES AL 36542 Condominium 490000 20060301 70.00 No MI 100016000000000000 2.25 20130201 13 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G05 640000 3866.666667 360 358 7 0 0 0.25 7.25 SAN JOSE CA 95132 Single Family 640000 20060301 80.00 No MI 100016000000000000 2.25 20160201 12.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G04 420000 2318.75 360 358 6.375 0 0 0.25 6.625 ROLLINGWOOD TX 78746 Single Family 420000 20060301 80.00 No MI 100134000000000000 2.25 20130201 11.625 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 604000 3271.666667 360 358 6.25 0 0 0.25 6.5 SAN DIEGO CA 92154 2-4 Family 604000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G04 599793.04 3373.83585 360 358 6.5 0 0 0.25 6.75 WADDELL AZ 85355 PUD 600000 20060301 75.00 No MI 100134000000000000 2.25 20130201 11.75 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 1060000 5962.5 360 358 6.5 0 0 0.25 6.75 LOS ANGELES CA 90035 2-4 Family 1060000 20060301 80.00 No MI 100016000000000000 2.25 20130201 11.75 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G05 496000 2428.333333 360 358 5.625 0 0 0.25 5.875 CORONA CA 92881 Single Family 496000 20060301 64.00 No MI 100016000000000000 2.25 20160201 10.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G04 520000 2979.166667 360 358 6.625 0 0 0.25 6.875 SAN DIEGO CA 92128 PUD 520000 20060301 79.75 No MI 100016000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 682500 3767.96875 360 358 6.375 0 0 0.25 6.625 JACKSON HEIGHTS NY 11372 2-4 Family 682500 20060301 75.00 No MI 100134000000000000 2.25 20130201 11.625 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G04 1000000 6041.666667 360 358 7 0 0 0.25 7.25 NEWBURYPORT MA 1950 Single Family 1000000 20060301 80.00 No MI 100016000000000000 2.25 20130201 12.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G05 900000 4968.75 360 358 6.375 0 0 0.25 6.625 SANTA BARBARA CA 93108 Condominium 900000 20060301 75.00 No MI 100016000000000000 2.25 20160201 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 CWHL
GROUP III G04 750000 4062.5 360 358 6.25 0 0 0.25 6.5 GILROY CA 95020 Single Family 750000 20060301 69.77 No MI 100016000000000000 2.25 20130201 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 CWHL
GROUP III G04 552000 2875 360 359 6 0 0 0.25 6.25 WHITE PLAINS NY 10601 Condominium 552000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.25 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G04 1368000 7837.5 360 358 6.625 0 0 0.25 6.875 POTOMAC MD 20854 PUD 1368000 20060301 79.98 No MI 100016000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 CWHL
GROUP III G05 551947.85 3404.92 360 358 6 0 0 0.25 6.25 DEDHAM MA 2026 Single Family 553000 20060301 70.00 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N N 0 Prepay 360 120 N 20360201 CWHL
GROUP III G01 209700 1332.46875 360 359 7.375 0 0 0.25 7.625 OCALA FL 34472 PUD 209700 20060401 79.99 No MI 100016000000000000 2.25 20110301 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G01 140304 774.595 360 358 6.375 0 0 0.25 6.625 KISSIMMEE FL 34759 PUD 140304 20060301 80.00 No MI 100016000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 CWHL
GROUP III G03 328000 1776.666667 360 359 6.25 0 0 0.25 6.5 BAKERSFIELD CA 93313 Single Family 328000 20060401 80.00 No MI 100016000000000000 2.25 20130301 11.5 2 2 First Lien N Y 84 No_PP 360 84 N 20360301 CWHL
GROUP III G01 308000 1764.583333 360 359 6.625 0 0 0.25 6.875 LOS ANGELES CA 90003 2-4 Family 308000 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 CWHL
GROUP III G05 122804 652.39625 360 359 6.125 0 0 0.25 6.375 SPOKANE WA 99203 Single Family 122804 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 CWHL
GROUP III G03 228720 1143.6 360 359 5.75 0 0 0.25 6 CHULA VISTA CA 91913 Condominium 228720 20060401 80.00 No MI 100016000000000000 2.25 20130301 11 2 2 First Lien N Y 84 Prepay 360 84 N 20360301 CWHL
GROUP II G01 299938 1718.394792 360 358 6.625 0 0 0.25 6.875 Chicago IL 60607 Condominium 300000 20060301 80.00 No MI 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G03 452000 2589.583333 360 359 6.625 0 0 0.25 6.875 Fullerton CA 92832 Single Family 452000 20060401 80.00 No MI 100022000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 267589.4 1640.55 360 351 5.875 0 0 0.25 6.125 Kissimmee FL 34746 PUD 270000 20050801 75.00 No MI 100022000000000000 2.25 20100701 11.125 2 2 First Lien N N 0 No_PP 360 60 N 20350701 AFL2
GROUP II G01 215200 1367.416667 360 357 7.25 0 0 0.375 7.625 TAMPA FL 33647 PUD 215200 20060201 80.00 No MI 2.25 20110101 12.625 2 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 111600 732.375 360 357 7.5 0 0 0.375 7.875 ATLANTA GA 30310 2-4 Family 111600 20060201 80.00 No MI 100085000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G02 39898.93 279.69 360 357 7.125 0 0 0.375 7.5 GRANDVIEW MO 64030 PUD 40000 20060201 80.00 No MI 2.25 20110101 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 85422.1 620.66 360 357 7.5 0 0 0.375 7.875 PALMYRA PA 17078 PUD 85600 20060201 80.00 No MI 2.25 20110101 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 64661.9 486.83 360 357 7.875 0 0 0.375 8.25 AVON IN 46123 PUD 64800 20060201 80.00 No MI 2.25 20110101 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G03 1267500 7393.75 360 357 6.75 0 0 0.25 7 New York NY 10023 Condominium 1267500 20060201 65.00 No MI 100022000000000000 2.25 20110101 12 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G01 79781.84 505.66 360 357 6.125 0 0 0.375 6.5 AKRON OH 44310 Single Family 80000 20060201 80.00 No MI 2.25 20110101 11.5 2 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 102800 674.625 360 356 7.5 0 0 0.375 7.875 BOISE ID 83713 Single Family 102800 20060101 80.00 No MI 2.25 20101201 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20351201 ALT1
GROUP I G01 120000 825 360 357 7.875 0 0 0.375 8.25 WAUCONDA IL 60084 Single Family 120000 20060201 80.00 No MI 2.25 20110101 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G03 1000000 5833.333333 360 357 6.75 0 0 0.25 7 Foxboro MA 2035 Single Family 1000000 20060201 68.49 No MI 100231000000000000 2.25 20110101 12 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G01 169600 971.6666667 360 357 6.5 0 0 0.375 6.875 LAS VEGAS NV 89147 Condominium 169600 20060201 80.00 No MI 2.25 20110101 11.875 2 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G02 157566.2 1104.2 360 357 7.125 0 0 0.375 7.5 MCDONOUGH GA 30253 PUD 157920 20060201 80.00 No MI 100085000000000000 2.25 20110101 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G01 83802.22 573.03 360 357 6.875 0 0 0.375 7.25 KENNEWICK WA 99336 Single Family 84000 20060201 80.00 No MI 2.25 20110101 12.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 119682.79 891 360 356 7.75 0 0 0.375 8.125 LEXINGTON PARK MD 20553 PUD 120000 20060101 80.00 No MI 2.25 20101201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP II G01 200000 1083.333333 360 356 6.125 0 0 0.375 6.5 UPPER MARLBORO MD 20774 PUD 200000 20060101 80.00 No MI 100085000000000000 2.25 20101201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351201 ALT1
GROUP II G03 453200 2643.666667 360 357 6.75 0 0 0.25 7 East Elmhurst NY 11369 Single Family 453200 20060201 80.00 No MI 100022000000000000 2.25 20110101 12 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 73520 505.45 360 357 7.875 0 0 0.375 8.25 MADISON TN 37115 2-4 Family 73520 20060201 80.00 No MI 2.25 20110101 13.25 2 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 148000 1002.083333 360 357 7.75 0 0 0.375 8.125 TRAVELERS REST SC 29690 Single Family 148000 20060201 80.00 No MI 100085000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 65711.15 494.64 360 357 7.875 0 0 0.375 8.25 INDIANAPOLIS IN 46235 PUD 65840 20060201 80.00 No MI 2.25 20110101 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G01 37000 227.3958333 360 358 7 0 0 0.375 7.375 PAYETTE ID 83661 Single Family 37000 20060301 78.72 No MI 2.25 20110201 12.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 226232 1531.779167 360 357 7.75 0 0 0.375 8.125 RIO RANCHO NM 87124 PUD 226232 20060201 80.00 No MI 100085000000000000 2.5 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 129600 891 360 356 7.875 0 0 0.375 8.25 EALBUQUERQUE NM 87112 Single Family 129600 20060101 80.00 No MI 100085000000000000 2.25 20101201 13.25 2.125 1 First Lien N Y 120 No_PP 360 60 N 20351201 ALT1
GROUP I G01 52398.07 338.4042021 360 356 7.375 0 0 0.375 7.75 CHATTANOOGA TN 37421 2-4 Family 52400 20060101 80.00 No MI 2.25 20101201 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20351201 ALT1
GROUP I G01 578882.81 4357.35 360 357 7.875 0 0 0.375 8.25 PARK CITY UT 84098 PUD 580000 20060201 80.00 No MI 100085000000000000 2.25 20110101 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 172000 1128.75 360 356 7.5 0 0 0.375 7.875 UPPER MARLBORO MD 20774 PUD 172000 20060101 80.00 No MI 2.25 20101201 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20351201 ALT1
GROUP II G01 316000 1810.416667 360 359 6.625 0 0 0.25 6.875 Sacramento CA 95822 Single Family 316000 20060401 80.00 No MI 100022000000000000 2.25 20110301 11.875 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 55779.73 420.11 360 357 7.875 0 0 0.375 8.25 PUEBLO CO 81003 Single Family 55920 20060201 80.00 No MI 2.25 20110101 13.25 2 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 103965 682.2703125 360 357 7.5 0 0 0.375 7.875 DURHAM NC 27703 PUD 103965 20060201 79.93 No MI 100085000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 137600 946 360 357 7.875 0 0 0.375 8.25 ST PETERSBURG FL 33710 Single Family 137600 20060201 80.00 No MI 2.25 20110101 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 592000 3885 360 357 7.5 0 0 0.375 7.875 BRISTOW VA 20136 Single Family 592000 20060201 80.00 No MI 2.25 20110101 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G03 719925 4124.570313 360 358 6.625 0 0 0.25 6.875 Castro Valley CA 94552 PUD 720000 20060301 75.00 No MI 100022000000000000 2.25 20110201 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 131909.16 957.09 360 359 7.5 0 0 0.375 7.875 Gilbert AZ 85234 PUD 132000 20060401 80.00 No MI 100378000000000000 2.25 20110301 12.875 2 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 103846.65 744.5 360 359 7.375 0 0 0.375 7.75 Antioch TN 37013 PUD 103920 20060401 80.00 No MI 100038000000000000 2.25 20110301 12.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 135388.94 901.48 360 359 6.625 0 0 0.375 7 Ocala FL 34473 Single Family 135500 20060401 60.36 No MI 100378000000000000 2.25 20110301 12 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 135911.03 1009.8 360 359 7.75 0 0 0.375 8.125 Aurora CO 80011 Single Family 136000 20060401 80.00 No MI 100378000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 74750 436.0416667 360 360 6.625 0 0 0.375 7 MINNEAPOLIS MN 55408 Condominium 74750 20060501 65.00 No MI 100400000000000000 2.25 20110401 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 293600 1773.833333 360 359 6.875 0 0 0.375 7.25 Canoga Park CA 91303 Condominium 293600 20060401 80.00 No MI 100034000000000000 2.25 20110301 13.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 155920 1006.983333 360 360 7.375 0 0 0.375 7.75 LOUISVILLE KY 40258 Single Family 155920 20060501 80.00 No MI 100331000000000000 2.25 20110401 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 148000 971.25 360 356 7.5 0 0 0.375 7.875 PHOENIX AZ 85024 Single Family 148000 20060101 80.00 No MI 100085000000000000 2.25 20101201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351201 ALT1
GROUP I G01 128681.64 844.4732625 360 356 7.5 0 0 0.375 7.875 BOISE ID 83705 2-4 Family 128698 20060101 80.00 No MI 2.25 20101201 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20351201 ALT1
GROUP II G01 104000 563.3333333 360 356 6.125 0 0 0.375 6.5 CHESAPEAKE VA 23320 Single Family 104000 20060101 80.00 No MI 2.25 20101201 11.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20351201 ALT1
GROUP II G01 61800 386.25 360 356 7.125 0 0 0.375 7.5 CLEVELAND OH 44102 2-4 Family 61800 20060101 80.00 No MI 2.25 20101201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20351201 ALT1
GROUP II G01 49464.74 313.51 360 357 6.125 0 0 0.375 6.5 TWIN FALLS ID 83301 Single Family 49600 20060201 80.00 No MI 2.25 20110101 11.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G02 67992 432.0325 360 357 7.25 0 0 0.375 7.625 PHOENIX AZ 85017 Condominium 67992 20060201 80.00 No MI 2.25 20110101 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G02 71400 438.8125 360 356 7 0 0 0.375 7.375 PHOENIX AZ 85017 Condominium 71400 20060101 80.00 No MI 2.25 20101201 12.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20351201 ALT1
GROUP II G01 78170.82 554.92 360 356 7.25 0 0 0.375 7.625 NAMPA ID 83651 Single Family 78400 20060101 80.00 No MI 2.25 20101201 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP II G02 205765.94 1425.56 360 356 7 0 0 0.375 7.375 GLEN BURNIE MD 21061 Single Family 206400 20060101 80.00 No MI 100085000000000000 2.25 20101201 12.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP I G01 432880 2976.05 360 356 7.875 0 0 0.375 8.25 LAS VEGAS NV 89109 Condominium 432880 20060101 80.00 No MI 2.25 20101201 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20351201 ALT1
GROUP I G01 60369.55 389.8866771 360 356 7.375 0 0 0.375 7.75 COLORADO SPRINGS CO 80916 Condominium 60800 20060101 80.00 No MI 2.25 20101201 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20351201 ALT1
GROUP I G01 164000 1093.333333 360 357 7.625 0 0 0.375 8 CHICAGO IL 60654 Condominium 164000 20060201 80.00 No MI 2.25 20110101 13 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 235376.21 1752.29 360 356 7.75 0 0 0.375 8.125 MONEE IL 60449 Single Family 236000 20060101 80.00 No MI 100098000000000000 2.25 20101201 13.125 2 1 First Lien N N 0 No_PP 360 60 N 20351201 UNAR
GROUP II G01 151920 917.85 360 356 6.875 0 0 0.375 7.25 GLENDALE AZ 85301 Single Family 151920 20060101 80.00 No MI 100054000000000000 2.25 20101201 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20351201 UNAR
GROUP II G03 486498.79 3242.02 360 358 6.75 0 0 0.25 7 Fremont CA 94539 Single Family 487300 20060301 64.98 No MI 2.25 20110201 12 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 430500 2825.15625 360 356 7.5 0 0 0.375 7.875 RIVERSIDE CA 92501 2-4 Family 430500 20060101 70.00 No MI 100245000000000000 2.25 20101201 12.875 2 1 First Lien N Y 60 Prepay 360 60 N 20351201 UNAR
GROUP I G01 176000 1136.666667 360 357 7.375 0 0 0.375 7.75 BRIGHTON CO 80603 PUD 176000 20060201 80.00 No MI 100356000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 UNAR
GROUP II G02 162400 964.25 360 357 6.875 0 0 0.25 7.125 Tampa FL 33604 PUD 162400 20060201 79.99 No MI 100022000000000000 2.25 20110101 12.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G03 495078.76 3094.4 360 358 6.125 0 0 0.25 6.375 Los Angeles CA 90045 Single Family 496000 20060301 80.00 No MI 100022000000000000 2.25 20110201 11.375 2 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G03 424000 2429.166667 360 358 6.625 0 0 0.25 6.875 Van Nuys CA 91406 Single Family 424000 20060301 80.00 No MI 100022000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G03 636750 3913.359375 360 359 7.125 0 0 0.25 7.375 Rowland Heights CA 91748 Single Family 636750 20060401 75.00 No MI 100022000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 408000 2082.5 360 359 5.875 0 0 0.25 6.125 Antioch CA 94509 Single Family 408000 20060401 80.00 No MI 100022000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 89137.89 525.22 360 351 5.5 0 0 0.25 5.75 CHAUTAUQUA NY 14757 Single Family 90000 20050801 48.65 No MI 100022000000000000 2.25 20100701 10.75 2 2 First Lien N N 0 No_PP 360 60 N 20350701 AFL2
GROUP II G02 263555.13 1734.3 360 358 6.625 0 0 0.25 6.875 San Bernardino CA 92404 Single Family 264000 20060301 80.00 No MI 100022000000000000 2.25 20110201 11.875 2 2 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 168000 1120 360 357 7.625 0 0 0.375 8 WASHINGTON DC 20002 Single Family 168000 20060201 80.00 No MI 100245000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 UNAR
GROUP II G03 510000 2709.375 360 357 6.125 0 0 0.25 6.375 San Jose CA 95132 Single Family 510000 20060201 70.34 No MI 100022000000000000 2.25 20110101 11.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G01 115200 732 360 356 7.25 0 0 0.375 7.625 SIOUX FALLS SD 57107 Single Family 115200 20060101 80.00 No MI 100272000000000000 2.25 20101201 12.625 2 1 First Lien N Y 60 No_PP 360 60 N 20351201 UNAR
GROUP II G03 552000 3277.5 360 358 6.875 0 0 0.25 7.125 North Hollywood CA 91605 Single Family 552000 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.125 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 116720 571.4416667 360 357 5.5 0 0 0.375 5.875 NAMPA ID 83687 PUD 116720 20060201 80.00 No MI 2.25 20090101 11.875 2 1 First Lien N Y 120 No_PP 360 36 N 20360101 ALT1
GROUP II G02 133600 807.1666667 360 358 6.875 0 0 0.375 7.25 BOISE ID 83704 Single Family 133600 20060301 80.00 No MI 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP I G01 179200 1194.666667 360 358 7.625 0 0 0.375 8 CHICAGO IL 60653 Condominium 179200 20060301 80.00 No MI 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP II G02 107200 647.6666667 360 357 6.875 0 0 0.375 7.25 AUSTELL GA 30106 PUD 107200 20060201 80.00 No MI M10001690006298616 2.25 20110101 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP II G02 148000 832.5 360 357 6.375 0 0 0.375 6.75 MONTGOMERY IL 60538 Condominium 148000 20060201 79.95 No MI M10001690006305500 2.25 20110101 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP I G01 223992 1446.615 360 357 7.375 0 0 0.375 7.75 TAMPA FL 33609 Condominium 223992 20060201 80.00 No MI M1000169-000630637 2.25 20110101 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP II G02 164300 941.3020833 360 357 6.5 0 0 0.375 6.875 ATLANTA GA 30316 PUD 164300 20060201 79.97 No MI M10001690006310403 2.25 20110101 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP I G01 184800 1193.5 360 357 7.375 0 0 0.375 7.75 COCOA FL 32927 Single Family 184800 20060201 80.00 No MI 100017000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G02 332000 1763.75 360 357 6 0 0 0.375 6.375 LAS VEGAS NV 89131 PUD 332000 20060201 80.00 No MI 100017000000000000 2.25 20110101 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 74720 420.3 360 357 6.375 0 0 0.375 6.75 MT. HOLLEY NC 28120 Single Family 74720 20060201 80.00 No MI M1000169-000631357 2.25 20110101 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 129000 725.625 360 357 6.375 0 0 0.375 6.75 KISSIMMEE FL 34759 Single Family 129000 20060201 75.00 No MI 100017000000000000 2.25 20110101 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP II G01 156384 977.4 360 357 7.125 0 0 0.375 7.5 TITUSVILLE FL 32796 Single Family 156384 20060201 80.00 No MI 100017000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP II G01 133506.26 709.2520063 360 357 6 0 0 0.375 6.375 ASHEVILLE NC 28801 Condominium 133550 20060201 64.99 No MI 100017000000000000 2.25 20110101 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP II G01 80000 433.3333333 360 358 6.125 0 0 0.375 6.5 WAYNESVILLE NC 28785 PUD 80000 20060301 25.02 No MI M10001690006315519 2.25 20110201 12.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 ALT1
GROUP II G02 108400 621.0416667 360 358 6.5 0 0 0.375 6.875 LAUDERHILL FL 33319 Condominium 108400 20060301 80.00 No MI 100017000000000000 2.25 20110201 12.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 ALT1
GROUP II G04 118900 681.1979167 360 358 6.5 0 0 0.375 6.875 SAVANNAH GA 31419 PUD 118900 20060301 71.20 No MI M10001690006317507 2.25 20160201 11.875 1.875 1 First Lien N Y 120 No_PP 360 120 N 20360201 ALT1
GROUP II G01 74320 464.5 360 357 7.125 0 0 0.375 7.5 CARTERSVILLE GA 30121 Single Family 74320 20060201 80.00 No MI M10001690006318760 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 80000 450 360 357 6.375 0 0 0.375 6.75 JONESBORO GA 30238 Single Family 80000 20060201 80.00 No MI 100017000000000000 2.25 20110101 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP II G02 139040 753.1333333 360 357 6.125 0 0 0.375 6.5 DOUGLASVILLE GA 30135 PUD 139040 20060201 80.00 No MI M10001690006321814 2.25 20110101 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G02 228000 1211.25 360 357 6 0 0 0.375 6.375 NAPLES FL 34113 Single Family 228000 20060201 80.00 No MI 100017000000000000 2.25 20110101 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP I G01 520000 3466.666667 360 357 7.75 0 0 0.25 8 Monroe WA 98272 Single Family 520000 20060201 80.00 No MI 100022000000000000 2.25 20110101 13 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G02 135960 778.9375 360 358 6.5 0 0 0.375 6.875 SEMINOLE FL 33776 Single Family 136000 20060301 80.00 No MI 100017000000000000 2.25 20110201 11.875 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP I G01 186400 1203.833333 360 357 7.375 0 0 0.375 7.75 FT. MYERS FL 33905 Single Family 186400 20060201 80.00 No MI 100017000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 350000 1822.916667 360 358 5.875 0 0 0.375 6.25 TAKOMA PARK MD 20912 Single Family 350000 20060301 79.55 No MI M10001690006341580 2.25 20110201 12.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP II G02 220000 1054.166667 360 357 5.375 0 0 0.375 5.75 MONTGOMERY AL 36117 PUD 220000 20060201 80.00 No MI 100017000000000000 2.25 20110101 10.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 133600 779.3333333 360 357 6.625 0 0 0.375 7 HYATTSVILLE MD 20783 Condominium 133600 20060201 80.00 No MI 100017000000000000 2.25 20110101 13 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 180800 922.8333333 360 357 5.75 0 0 0.375 6.125 WASHINGTON DC 20019 Single Family 180800 20060201 80.00 No MI M10001690006342588 2.25 20110101 11.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 278000 1737.5 360 357 7.125 0 0 0.375 7.5 N. FT. MYERS FL 33917 Condominium 278000 20060201 80.00 No MI 100017000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 176031 1228.549688 360 357 8 0 0 0.375 8.375 ELLENTON FL 34222 PUD 176031 20060201 90.00 Republic MIC 100017000000000000 2.25 20110101 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G02 253600 1373.666667 360 357 6.125 0 0 0.375 6.5 NEWARK OH 43055 PUD 253600 20060201 79.98 No MI 100017000000000000 2.25 20110101 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 146144 776.39 360 357 6 0 0 0.375 6.375 RIVERVIEW FL 33569 PUD 146144 20060201 80.00 No MI 100017000000000000 2.25 20110101 11.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G02 168075 910.40625 360 357 6.125 0 0 0.375 6.5 JOLIET IL 60432 PUD 168075 20060201 80.00 No MI M10001690007273634 2.25 20110101 12.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G02 252000 1417.5 360 357 6.375 0 0 0.375 6.75 OLNEY MD 20832 PUD 252000 20060201 80.00 No MI M10001690007277098 2.25 20110101 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 185750 1257.682292 360 357 7.75 0 0 0.375 8.125 COCOA FL 32927 Single Family 185750 20060201 90.00 Republic MIC 100017000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 177124 1217.7275 360 357 7.875 0 0 0.375 8.25 WESLEY CHAPEL FL 33544 PUD 177124 20060201 80.00 No MI M10001690007286300 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 268742.07 1929.41 360 357 7.375 0 0 0.375 7.75 TEMPLE TERRACE FL 33637 PUD 269316 20060201 80.00 No MI 100017000000000000 2.25 20110101 12.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 ALT1
GROUP I G01 108141.48 687.1489875 360 357 7.25 0 0 0.375 7.625 DALLAS TX 75228 Single Family 108200 20060201 79.98 No MI M10001690007319890 2.25 20090101 13.625 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360101 ALT1
GROUP I G01 432457.75 2508.51 360 353 5.375 0 0 0.25 5.625 SANTA CLARITA CA 91350 PUD 435765 20051001 86.29 PMI 100106000000000000 2.75 20060901 11.625 1.875 2 First Lien N N 0 No_PP 360 12 N 20350901 ADN1
GROUP II G01 140000 802.0833333 360 357 6.5 0 0 0.375 6.875 APOLLO BEACH FL 33572 PUD 140000 20060201 72.70 No MI M1000169-000733968 2.25 20110101 11.875 2.5 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G02 254388 1298.43875 360 357 5.75 0 0 0.375 6.125 SURPRISE AZ 85379 PUD 254388 20060201 80.00 No MI 100017000000000000 2.25 20110101 11.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G02 299872 1749.253333 360 357 6.625 0 0 0.375 7 SURPRISE AZ 85379 PUD 299872 20060201 70.00 No MI 100017000000000000 2.25 20110101 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G02 170408 976.2958333 360 357 6.5 0 0 0.375 6.875 WHITE GA 30184 PUD 170408 20060201 80.00 No MI M10001690009981176 2.25 20110101 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G02 193900 1151.28125 360 358 6.75 0 0 0.375 7.125 ELGIN IL 60120 PUD 193900 20060301 79.98 No MI 100017000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP I G01 297500 1952.34375 360 357 7.5 0 0 0.375 7.875 ALEXANDRIA VA 22309 Single Family 297500 20060201 70.00 No MI M10001690006289284 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 108900 669.28125 360 357 7 0 0 0.375 7.375 DALLAS TX 75228 PUD 108900 20060201 79.97 No MI 100017000000000000 2.25 20080101 13.375 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360101 ALT1
GROUP I G01 477600 3134.25 360 357 7.5 0 0 0.375 7.875 LAS VEGAS NV 89109 Condominium 477600 20060201 79.99 No MI 2.25 20110101 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 312878.46 2118.447906 360 356 7.75 0 0 0.375 8.125 LAS VEGAS NV 89109 Condominium 312880 20060101 80.00 No MI 2.25 20101201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20351201 ALT1
GROUP I G01 394134.4 2258.061667 360 358 6.625 0 0 0.25 6.875 SOUTH ELGIN IL 60177 PUD 404000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.875 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 184279.09 978.9826656 360 358 6.125 0 0 0.25 6.375 PORTLAND OR 97236 PUD 184300 20060301 79.99 No MI 100014000000000000 2.25 20090201 12.375 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 581600 3271.5 360 358 6.5 0 0 0.25 6.75 LA MIRADA CA 90638 PUD 581600 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.75 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 403930 2230.030208 360 358 6.375 0 0 0.25 6.625 RICHMOND CA 94805 Single Family 404000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.625 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP II G04 250000 1197.916667 360 353 5.5 0 0 0.25 5.75 Tinton Falls NJ 7724 Single Family 250000 20051001 49.41 No MI 100022000000000000 2.25 20150901 10.75 2 2 First Lien N Y 120 No_PP 360 120 N 20350901 AFL2
GROUP I G01 427899.99 2317.791613 360 358 6.25 0 0 0.25 6.5 ASHBURN VA 20147 PUD 427900 20060301 80.00 No MI 100014000000000000 2.5 20080201 12.5 2 1 First Lien N Y 120 Prepay 360 24 N 20360201 ADN1
GROUP I G01 400000 2291.666667 360 358 6.625 0 0 0.25 6.875 CORONA CA 92880 Single Family 400000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.875 2.25 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP II G02 136000 779.1666667 360 357 6.5 0 0 0.375 6.875 ST. GEORGE UT 84790 Condominium 136000 20060201 80.00 No MI 100017000000000000 2.25 20110101 11.875 2 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 268800 1316 360 357 5.5 0 0 0.375 5.875 RIVERDALE MD 20737 Single Family 268800 20060201 80.00 No MI M10001690006285589 2.25 20110101 10.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 155000 839.5833333 360 357 6.125 0 0 0.375 6.5 ORLANDO FL 32822 PUD 155000 20060201 72.09 No MI M10001690006286231 2.25 20110101 11.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G02 288000 1740 360 357 6.875 0 0 0.375 7.25 LANHAM MD 20706 Single Family 288000 20060201 80.00 No MI 100017000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G02 239250 1345.78125 360 357 6.375 0 0 0.375 6.75 STERLING VA 20164 Condominium 239250 20060201 75.00 No MI M10001690006286942 2.25 20110101 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP II G01 250000 1380.208333 360 357 6.25 0 0 0.375 6.625 SILVER SPRING MD 20904 PUD 250000 20060201 57.21 No MI M10001690006287353 2.25 20110101 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G02 220350 1170.609375 360 357 6 0 0 0.375 6.375 WOODBRIDGE VA 22193 PUD 220350 20060201 75.00 No MI 100017000000000000 2.25 20110101 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP I G01 542400 2881.5 360 358 6.125 0 0 0.25 6.375 SCOTTSDALE AZ 85255 PUD 542400 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.375 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 356000 2002.5 360 358 6.5 0 0 0.25 6.75 SANTEE CA 92071 Single Family 356000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.75 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 328000 1845 360 358 6.5 0 0 0.25 6.75 REDDING CA 96003 Single Family 328000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.75 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 384800 2485.166667 360 358 7.5 0 0 0.25 7.75 GERMANTOWN MD 20876 PUD 384800 20060301 80.00 No MI 100014000000000000 2.25 20090201 13.75 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 87000 471.25 360 358 6.25 0 0 0.25 6.5 MADRAS OR 97741 Single Family 87000 20060301 74.92 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 456000 2375 360 358 6 0 0 0.25 6.25 SAN PEDRO CA 90732 Condominium 456000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.25 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 208000 1256.666667 360 358 7 0 0 0.25 7.25 YELM WA 98597 PUD 208000 20060301 80.00 No MI 100014000000000000 2.25 20090201 13.25 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP II G04 260000 1543.75 360 358 6.875 0 0 0.25 7.125 STOCKTON CA 95204 Single Family 260000 20060301 80.00 No MI 100014000000000000 2.25 20160201 12.125 2 1 First Lien N Y 120 Prepay 360 120 N 20360201 ADN1
GROUP I G01 344000 1935 360 358 6.5 0 0 0.25 6.75 MOUNT RAINIER MD 20712 Single Family 344000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.75 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 649999.99 3520.833279 360 358 6.25 0 0 0.25 6.5 SAN MATEO CA 94401 Single Family 650000 20060301 76.92 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 528000 2915 360 358 6.375 0 0 0.25 6.625 SAN CARLOS CA 94070 Single Family 528000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.625 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 454899.99 2558.812444 360 358 6.5 0 0 0.25 6.75 ELK GROVE CA 95624 Single Family 454900 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.75 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 430400 2241.666667 360 358 6 0 0 0.25 6.25 SEATTLE WA 98105 Single Family 430400 20060301 80.00 No MI 100014000000000000 2.25 20130201 11.25 2 1 First Lien N Y 120 Prepay 360 84 N 20360201 ADN1
GROUP I G01 352000 1906.666667 360 358 6.25 0 0 0.25 6.5 MARINA CA 93933 Condominium 352000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 599899.38 3749.371125 360 358 7.25 0 0 0.25 7.5 ASHEVILLE NC 28804 Single Family 599900 20060301 80.00 No MI 100014000000000000 2.25 20090201 13.5 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 392000 2082.5 360 358 6.125 0 0 0.25 6.375 UPLAND CA 91786 Single Family 392000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.375 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 248000 1395 360 358 6.5 0 0 0.25 6.75 MODESTO CA 95358 Single Family 248000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.75 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP II G04 355850 2075.791667 360 358 6.75 0 0 0.25 7 LAS VEGAS NV 89134 PUD 356250 20060301 75.00 No MI 100014000000000000 2.25 20160201 12 2 1 First Lien N Y 120 No_PP 360 120 N 20360201 ADN1
GROUP I G01 249600 1352 360 358 6.25 0 0 0.25 6.5 FRESNO CA 93727 Single Family 249600 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 315999.99 1645.833281 360 358 6 0 0 0.25 6.25 LAS VEGAS NV 89123 PUD 316000 20060301 80.00 No MI 100014000000000000 2.5 20080201 12.25 2 1 First Lien N Y 120 Prepay 360 24 N 20360201 ADN1
GROUP I G01 525000 2898.4375 360 358 6.375 0 0 0.25 6.625 CORONA CA 92881 Single Family 525000 20060301 77.21 No MI 100014000000000000 2.25 20130201 11.625 2.25 1 First Lien N Y 120 No_PP 360 84 N 20360201 ADN1
GROUP I G01 400000 2291.666667 360 358 6.625 0 0 0.25 6.875 TRACY CA 95376 Single Family 400000 20060301 80.00 No MI 100014000000000000 2.5 20080201 12.875 2 1 First Lien N Y 120 Prepay 360 24 N 20360201 ADN1
GROUP II G03 510000 2762.5 360 358 6.25 0 0 0.25 6.5 Discovery Bay CA 94514 PUD 510000 20060301 77.27 No MI 100022000000000000 2.25 20110201 11.5 2.25 2 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 150997.84 896.549675 360 358 6.875 0 0 0.25 7.125 Ocean City MD 21842 Condominium 151000 20060301 78.65 No MI 100022000000000000 2.25 20110201 12.125 2 2.25 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G04 228000 1211.25 360 358 6.125 0 0 0.25 6.375 SURPRISE AZ 85374 PUD 228000 20060301 80.00 No MI 100014000000000000 2.25 20160201 11.375 2 1 First Lien N Y 120 Prepay 360 120 N 20360201 ADN1
GROUP I G01 392000 2205 360 358 6.5 0 0 0.25 6.75 RANCHO CORDOVA CA 95670 Single Family 392000 20060301 80.00 No MI 100014000000000000 2.5 20080201 12.75 2 1 First Lien N Y 120 Prepay 360 24 N 20360201 ADN1
GROUP I G01 200000 1187.5 360 358 6.875 0 0 0.25 7.125 VANCOUVER WA 98662 Single Family 200000 20060301 80.00 No MI 100014000000000000 2.25 20090201 13.125 2.25 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 285000 1573.4375 360 358 6.375 0 0 0.25 6.625 LOS BANOS CA 93635 Single Family 285000 20060301 58.76 No MI 100014000000000000 2.25 20090201 12.625 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 223899.98 1166.145729 360 358 6 0 0 0.25 6.25 VIRGINIA BEACH VA 23456 Single Family 223900 20060301 79.99 No MI 100014000000000000 2.25 20090201 12.25 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 400000 2041.666667 360 358 5.875 0 0 0.25 6.125 COMMERCE CA 90040 2-4 Family 400000 20060301 72.73 No MI 100014000000000000 2.25 20130201 11.125 2 1 First Lien N Y 120 Prepay 360 84 N 20360201 ADN1
GROUP I G01 442500 2166.40625 360 358 5.625 0 0 0.25 5.875 ATASCADERO CA 93422 Single Family 442500 20060301 79.98 No MI 100014000000000000 2.5 20080201 11.875 2 1 First Lien N Y 120 Prepay 360 24 N 20360201 ADN1
GROUP I G01 246200 1307.9375 360 358 6.125 0 0 0.25 6.375 VANCOUVER WA 98683 PUD 246200 20060301 79.98 No MI 100014000000000000 2.25 20090201 12.375 2.25 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 544000 2890 360 358 6.125 0 0 0.25 6.375 VISALIA CA 93291 Single Family 544000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.375 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP II G01 155680.7 1011.49 360 358 6.5 0 0 0.25 6.75 Romeoville IL 60446 Single Family 155950 20060301 84.76 PMI 100022000000000000 2.25 20110201 11.75 2 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 127999.99 693.3332792 360 358 6.25 0 0 0.25 6.5 SALT LAKE CITY UT 84101 Condominium 128000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 304000 1615 360 358 6.125 0 0 0.25 6.375 GILBERT AZ 85297 PUD 304000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.375 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 464000 2320 360 358 5.75 0 0 0.25 6 LA MIRADA CA 90638 Single Family 464000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 520000 2816.666667 360 358 6.25 0 0 0.25 6.5 SAN JOSE CA 95122 Single Family 520000 20060301 80.00 No MI 100014000000000000 2.25 20130201 11.5 2 1 First Lien N Y 120 Prepay 360 84 N 20360201 ADN1
GROUP I G01 275200 1576.666667 360 358 6.625 0 0 0.25 6.875 SAN DIEGO CA 92101 Condominium 275200 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.875 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 495200 2785.5 360 358 6.5 0 0 0.25 6.75 FONTANA CA 92336 PUD 495200 20060301 79.99 No MI 100014000000000000 2.25 20090201 12.75 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP II G04 423999.99 2473.333275 360 358 6.75 0 0 0.25 7 CORONA CA 92883 PUD 424000 20060301 80.00 No MI 100014000000000000 2.25 20160201 12 2 1 First Lien N Y 120 No_PP 360 120 N 20360201 ADN1
GROUP II G03 539568.17 3638.08 360 359 6.875 0 0 0.25 7.125 Cupertino CA 95014 Single Family 540000 20060401 37.50 No MI 100022000000000000 2.25 20110301 12.125 2 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 194000 1030.625 360 358 6.125 0 0 0.25 6.375 LAS VEGAS NV 89145 Single Family 194000 20060301 80.00 No MI 100014000000000000 2.5 20080201 12.375 2 1 First Lien N Y 120 Prepay 360 24 N 20360201 ADN1
GROUP I G01 476000 2528.75 360 358 6.125 0 0 0.25 6.375 HENDERSON NV 89052 PUD 476000 20060301 80.00 No MI 100014000000000000 2.25 20130201 11.375 2.25 1 First Lien N Y 120 No_PP 360 84 N 20360201 ADN1
GROUP I G01 546400 3016.583333 360 358 6.375 0 0 0.25 6.625 SAN JOSE CA 95148 Single Family 546400 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.625 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 388000 2101.666667 360 358 6.25 0 0 0.25 6.5 SANTA CLARA CA 95054 Condominium 388000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 561000 3038.75 360 358 6.25 0 0 0.25 6.5 HUNTINGTON BEACH CA 92647 Single Family 561000 20060301 76.85 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 247938.17 1368.825314 360 358 6.375 0 0 0.25 6.625 MODESTO CA 95358 Single Family 248000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.625 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 247750 1393.59375 360 358 6.5 0 0 0.25 6.75 TUCSON AZ 85746 PUD 247750 20060301 79.99 No MI 100014000000000000 2.25 20090201 12.75 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 198399.99 1095.333278 360 358 6.375 0 0 0.25 6.625 PARKER CO 80134 PUD 198400 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.625 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 445600 2552.916667 360 358 6.625 0 0 0.25 6.875 VAN NUYS CA 91406 Single Family 445600 20060301 80.00 No MI 100014000000000000 2.25 20130201 11.875 2 1 First Lien N Y 120 No_PP 360 84 N 20360201 ADN1
GROUP I G01 367199.98 1912.499896 360 358 6 0 0 0.25 6.25 DUVALL WA 98019 Single Family 367200 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.25 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP II G01 295000 1597.916667 360 358 6.25 0 0 0.25 6.5 Hollister CA 95023 Single Family 295000 20060301 53.64 No MI 100022000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 384000 2040 360 358 6.125 0 0 0.25 6.375 Richmond CA 94806 Single Family 384000 20060301 73.85 No MI 100022000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 349200 1891.5 360 358 6.25 0 0 0.25 6.5 Orlando FL 32837 PUD 349200 20060301 80.00 No MI 100022000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G03 291557.48 5692.93 360 358 6.875 0 0 0.25 7.125 Laguna Hills CA 92653 PUD 845000 20060301 65.00 No MI 100022000000000000 2.25 20110201 12.125 2 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 283090 1474.427083 360 358 6 0 0 0.25 6.25 Acworth GA 30101 PUD 283090 20060301 80.00 No MI 100022000000000000 2.25 20110201 11.25 2 2.25 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 218850 1185.4375 360 358 6.25 0 0 0.25 6.5 Millsboro DE 19966 Condominium 218850 20060301 79.99 No MI 100022000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 324730.27 1894.259908 360 358 6.75 0 0 0.25 7 ALEXANDRIA VA 22312 PUD 324800 20060301 80.00 No MI 100014000000000000 2.25 20130201 12 2 1 First Lien N Y 120 Prepay 360 84 N 20360201 ADN1
GROUP I G01 404800 2150.5 360 358 6.125 0 0 0.25 6.375 BRISTOW VA 20136 PUD 404800 20060301 79.99 No MI 100014000000000000 2.25 20090201 12.375 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 279905.88 1574.470575 360 358 6.5 0 0 0.25 6.75 GREENBELT MD 20770 PUD 280000 20060301 80.00 No MI 100014000000000000 2.25 20130201 11.75 2 1 First Lien N Y 120 No_PP 360 84 N 20360201 ADN1
GROUP I G01 360000 2137.5 360 358 6.875 0 0 0.25 7.125 SOUTH RIDING VA 20152 PUD 360000 20060301 79.98 No MI 100014000000000000 2.25 20090201 13.125 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP II G04 336800 2069.916667 360 358 7.125 0 0 0.25 7.375 RICHMOND CA 94804 Single Family 336800 20060301 80.00 No MI 100014000000000000 2.25 20160201 12.375 2 1 First Lien N Y 120 No_PP 360 120 N 20360201 ADN1
GROUP I G01 368000 1878.333333 360 358 5.875 0 0 0.25 6.125 ANTELOPE CA 95843 Single Family 368000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.125 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 492000 2767.5 360 358 6.5 0 0 0.25 6.75 LOS ANGELES CA 90018 2-4 Family 492000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.75 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 391200 2241.25 360 358 6.625 0 0 0.25 6.875 FREMONT CA 94555 Condominium 391200 20060301 79.84 No MI 100014000000000000 2.25 20090201 12.875 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 124200 672.75 360 358 6.25 0 0 0.25 6.5 PORTLAND OR 97230 Single Family 124200 20060301 79.95 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 301499.99 1664.531195 360 358 6.375 0 0 0.25 6.625 PICO RIVERA CA 90660 Single Family 301500 20060301 70.94 No MI 100014000000000000 2.25 20090201 12.625 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 179951.25 974.7359375 360 358 6.25 0 0 0.25 6.5 ABERDEEN MD 21001 Single Family 180000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP II G01 200000 1166.666667 360 358 6.75 0 0 0.25 7 Sammamish WA 98075 Single Family 200000 20060301 26.67 No MI 100022000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 264000 1375 360 358 6 0 0 0.25 6.25 FRAZIER PARK CA 93222 Single Family 264000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.25 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 179836.98 936.6509375 360 358 6 0 0 0.25 6.25 MILWAUKIE OR 97267 PUD 179900 20060301 79.99 No MI 100014000000000000 2.5 20080201 12.25 2 1 First Lien N Y 120 Prepay 360 24 N 20360201 ADN1
GROUP II G01 389980.07 2596.68 360 359 6.75 0 0 0.25 7 Raleigh NC 27601 Condominium 390300 20060401 80.00 No MI 2.25 20110301 12 2.25 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 574399.99 3111.333279 360 358 6.25 0 0 0.25 6.5 LOS ANGELES CA 90230 Single Family 574400 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP II G03 633000 3362.8125 360 359 6.125 0 0 0.25 6.375 Avery CA 95224 Single Family 633000 20060401 63.30 No MI 100022000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 650000 3453.125 360 358 6.125 0 0 0.25 6.375 DIAMOND BAR CA 91765 PUD 650000 20060301 51.38 No MI 100014000000000000 2.25 20130201 11.375 2 1 First Lien N Y 120 No_PP 360 84 N 20360201 ADN1
GROUP I G01 631004.78 3680.861217 360 358 6.75 0 0 0.25 7 SALINAS CA 93907 Single Family 631200 20060301 80.00 No MI 100014000000000000 2.25 20090201 13 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 531000 3097.5 360 358 6.75 0 0 0.25 7 WOODLAND CA 95695 PUD 531000 20060301 79.93 No MI 100014000000000000 2.25 20090201 13 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP II G03 492000 2818.75 360 359 6.625 0 0 0.25 6.875 Boone NC 28607 Single Family 492000 20060401 80.00 No MI 100133000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 519200 2758.25 360 358 6.125 0 0 0.25 6.375 BOWIE MD 20720 Single Family 519200 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.375 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 565600 3004.75 360 358 6.125 0 0 0.25 6.375 SAN MATEO CA 94401 Single Family 565600 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.375 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 308000 1764.583333 360 358 6.625 0 0 0.25 6.875 COCONUT CREEK FL 33073 PUD 308000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.875 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 300000 1500 360 358 5.75 0 0 0.25 6 HENDERSON NV 89015 PUD 300000 20060301 80.00 No MI 100014000000000000 2.5 20080201 12 2 1 First Lien N Y 120 Prepay 360 24 N 20360201 ADN1
GROUP I G01 150000 781.25 360 358 6 0 0 0.25 6.25 LAS VEGAS NV 89104 Single Family 150000 20060301 78.95 No MI 100014000000000000 2.25 20090201 12.25 2.25 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP II G01 243990.06 1443.35 360 359 5.625 0 0 0.25 5.875 Mansfield MA 2048 Single Family 244000 20060401 80.00 No MI 10023450000006402- 2.25 20110301 10.875 2 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 196100 1062.208333 360 357 6.25 0 0 0.25 6.5 Millis MA 2054 Condominium 196100 20060201 76.45 No MI 2.25 20110101 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP I G01 480882.25 2354.319349 360 357 5.5 0 0 0.375 5.875 Flushing NY 11418 2-4 Family 481000 20060201 65.00 No MI 100022000000000000 2.25 20090101 11.875 2 2 First Lien N Y 36 No_PP 360 36 N 20360101 AFL2
GROUP II G03 748640.29 4740.52 360 358 6.25 0 0 0.25 6.5 Woodland Hills CA 91367 Single Family 750000 20060301 60.00 No MI 100022000000000000 2.25 20110201 11.5 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 158364.19 1123.35 360 357 7.25 0 0 0.375 7.625 WASHINGTON DC 20011 Condominium 158711 20060201 80.00 No MI 100085000000000000 2.25 20110101 12.625 2 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G01 89600 560 360 357 7.125 0 0 0.375 7.5 NORFOLK VA 23503 Single Family 89600 20060201 80.00 No MI 2.25 20110101 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G01 63497.94 399.28 360 354 6 0 0 0.375 6.375 MCADOO PA 18237 Single Family 64000 20051101 79.01 No MI 2.25 20101001 11.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20351001 ALT1
GROUP I G01 88000 577.5 360 355 7.5 0 0 0.375 7.875 ATLANTA GA 30349 Single Family 88000 20051201 80.00 No MI 100085000000000000 2.25 20101101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351101 ALT1
GROUP I G01 258700.71 1947.29 360 357 7.875 0 0 0.375 8.25 PLAINFIELD NJ 7062 2-4 Family 259200 20060201 80.00 No MI 100085000000000000 2.25 20110101 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 149600 1012.916667 360 357 7.75 0 0 0.375 8.125 WILMINGTON DE 19801 2-4 Family 149600 20060201 80.00 No MI 2.25 20110101 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G01 153809 961.30625 360 357 7.125 0 0 0.375 7.5 SPOKANE WA 99208 PUD 153809 20060201 80.00 No MI 2.25 20110101 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 70304.03 511.17 360 356 7.5 0 0 0.375 7.875 BALTIMORE MD 21222 Single Family 70500 20060101 80.00 No MI 100297000000000000 2.25 20101201 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20351201 UNAR
GROUP I G01 162972 1052.5275 360 357 7.375 0 0 0.375 7.75 QUEEN CREEK AZ 85242 PUD 162972 20060201 80.00 No MI 100245000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 UNAR
GROUP II G02 460000 2875 360 357 7.125 0 0 0.375 7.5 RIDGEFIELD PARK NJ 7660 2-4 Family 460000 20060201 80.00 No MI 100245000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 UNAR
GROUP I G01 259200 1242 360 354 5.375 0 0 0.375 5.75 CORAL SPRINGS FL 33065 PUD 259200 20051101 80.00 No MI 2.25 20081001 11.75 1.875 1 First Lien N Y 36 No_PP 360 36 N 20351001 ALT1
GROUP I G01 267920 1618.683333 360 357 6.875 0 0 0.375 7.25 LAKE HAVASU CITY AZ 86404 Single Family 267920 20060201 80.00 No MI 2.25 20090101 13.25 1.875 1 First Lien N Y 36 No_PP 360 36 N 20360101 ALT1
GROUP I G01 217400 1426.6875 360 357 7.5 0 0 0.375 7.875 WASHINGTON DC 20011 Condominium 217400 20060201 79.99 No MI 100085000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 203424.89 1272.7 360 357 6 0 0 0.375 6.375 JEROME ID 83338 Single Family 204000 20060201 80.00 No MI 100085000000000000 2.25 20110101 11.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G01 131600 699.125 360 358 6 0 0 0.375 6.375 OLATHE KS 66061 2-4 Family 131600 20060301 80.00 No MI 2.25 20110201 11.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 103600 669.0833333 360 355 7.375 0 0 0.375 7.75 LITHIA SPRINGS GA 30122 2-4 Family 103600 20051201 80.00 No MI 100085000000000000 2.25 20101101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351101 ALT1
GROUP II G01 162208 996.9033333 360 356 7 0 0 0.375 7.375 BUCKEYE AZ 85326 PUD 162208 20060101 80.00 No MI 100066000000000000 2.25 20101201 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20351201 UNAR
GROUP II G02 358068.95 2450.38 360 356 6.875 0 0 0.375 7.25 RIVERSIDE CA 92503 Single Family 359200 20060101 80.00 No MI 100123000000000000 2.25 20101201 12.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20351201 UNAR
GROUP I G01 123361.91 928.57 360 357 7.875 0 0 0.375 8.25 ROUND LAKE IL 60073 Single Family 123600 20060201 80.00 No MI 100245000000000000 2.25 20110101 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 UNAR
GROUP II G01 240000 1500 360 357 7.125 0 0 0.375 7.5 WEST HAVEN UT 84401 Single Family 240000 20060201 80.00 No MI 100245000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 UNAR
GROUP II G01 143925.01 924.86 360 356 6.25 0 0 0.375 6.625 ANTIOCH TN 37013 PUD 144439 20060101 80.00 No MI 2.25 20101201 11.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP II G01 206380 1289.875 360 356 7.125 0 0 0.375 7.5 OCALA FL 34471 PUD 206380 20060101 80.00 No MI 2.25 20101201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20351201 ALT1
GROUP II G01 350000 2151.041667 360 358 7.125 0 0 0.25 7.375 Loxahatchee FL 33470 PUD 350000 20060301 60.87 No MI 100022000000000000 2.25 20110201 12.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 359500 2059.635417 360 357 6.625 0 0 0.25 6.875 Chicago IL 60622 Condominium 359500 20060201 75.68 No MI 100024000000000000 2.25 20110101 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G01 234999.51 1199.476666 360 358 5.875 0 0 0.25 6.125 Miramar FL 33027 PUD 235000 20060301 59.80 No MI 100022000000000000 2.25 20110201 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 383600 1918 360 358 5.75 0 0 0.25 6 Elk Grove CA 95757 Single Family 383600 20060301 80.00 No MI 100022000000000000 2.25 20110201 11 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 392000 2123.333333 360 358 6.25 0 0 0.25 6.5 Rancho Santa Margarita CA 92688 Condominium 392000 20060301 80.00 No MI 100022000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G04 402607.8 2460.83 360 354 5.875 0 0 0.25 6.125 Norfolk MA 2056 Single Family 405000 20051101 50.63 No MI 123342000000000000 2.25 20151001 11.125 1.875 2 First Lien N N 0 No_PP 360 120 N 20351001 AFL2
GROUP II G01 91919.12 574.4945 360 357 7.125 0 0 0.375 7.5 KATY TX 77449 PUD 92465 20060201 79.86 No MI M10001690005789318 2.25 20110101 12.5 2 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP I G01 126320 868.45 360 357 7.875 0 0 0.375 8.25 DOUGLASVILLE GA 30134 PUD 126320 20060201 80.00 No MI M10001690005857719 2.25 20110101 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP II G01 164000 973.75 360 357 6.75 0 0 0.375 7.125 JASPER GA 30143 Single Family 164000 20060201 80.00 No MI 100017000000000000 2.25 20110101 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 245000 1378.125 360 357 6.375 0 0 0.375 6.75 TAMPA FL 33626 PUD 245000 20060201 76.56 No MI 100017000000000000 2.25 20110101 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP II G02 279176 1454.041667 360 358 5.875 0 0 0.375 6.25 DUPONT WA 98327 PUD 279176 20060301 80.00 No MI 100017000000000000 2.25 20110201 12.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP I G01 220092 1444.35375 360 357 7.5 0 0 0.375 7.875 BRADENTON FL 34201 Condominium 220092 20060201 80.00 No MI M10001690006029201 2.25 20110101 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP II G01 156982 948.4329167 360 357 6.875 0 0 0.375 7.25 PEARLAND TX 77584 PUD 156982 20060201 80.00 No MI 100017000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G02 171656.88 1090.736425 360 357 7.25 0 0 0.375 7.625 RICHMOND TX 77469 Single Family 171748 20060201 80.00 No MI 100017000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G02 109696 685.6 360 357 7.125 0 0 0.375 7.5 KATY TX 77449 PUD 109696 20060201 80.00 No MI M10001690006100523 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G02 188100 1038.46875 360 357 6.25 0 0 0.375 6.625 LAKE IN THE HILLS IL 60156 Condominium 188100 20060201 79.99 No MI 100017000000000000 2.25 20110101 12.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP I G01 156715 1028.442188 360 357 7.5 0 0 0.375 7.875 MONTGOMERY IL 60538 Condominium 156715 20060201 80.00 No MI M10001690006116206 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G02 158251 939.6153125 360 357 6.75 0 0 0.375 7.125 MONTGOMERY IL 60538 Condominium 158251 20060201 80.00 No MI M10001690006116297 2.25 20110101 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP II G02 323200 1683.333333 360 357 5.875 0 0 0.375 6.25 FALLS CHURCH VA 22043 Condominium 323200 20060201 80.00 No MI M10001690006122048 2.25 20110101 12.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP II G02 367337 1836.685 360 357 5.625 0 0 0.375 6 WOODBRIDGE VA 22192 PUD 367382 20060201 80.00 No MI 100017000000000000 2.25 20110101 12 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 618900 3997.0625 360 358 7.375 0 0 0.375 7.75 WOODBRIDGE VA 22192 PUD 618900 20060301 80.00 No MI M10001690006122113 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP II G03 972087 5569.248438 360 358 6.5 0 0 0.375 6.875 GAINESVILLE VA 20155 PUD 972087 20060301 70.00 No MI M1000169-000612214 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP II G02 188000 1175 360 358 7.125 0 0 0.375 7.5 NAPLES FL 34113 Single Family 188000 20060301 80.00 No MI 100017000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP I G01 154816 1015.98 360 357 7.5 0 0 0.375 7.875 WHITE GA 30184 PUD 154816 20060201 80.00 No MI M1000169-000625876 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 201550 1364.661458 360 357 7.75 0 0 0.375 8.125 NAPLES FL 34117 Single Family 201550 20060201 79.98 No MI M10001690006259717 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 454400 2366.666667 360 357 5.875 0 0 0.375 6.25 ARLINGTON VA 22206 Condominium 454400 20060201 80.00 No MI 100017000000000000 2.25 20130101 11.25 1.875 2 First Lien N Y 120 No_PP 360 84 N 20360101 ALT1
GROUP II G01 288000 1560 360 358 6.25 0 0 0.25 6.5 Saint Louis MO 63122 Single Family 288000 20060301 80.00 No MI 100022000000000000 2.25 20110201 11.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 570086.7 2938.77 360 347 6.25 0 0 0.25 6.5 TITUSVILLE NJ 8560 Single Family 580000 20050401 80.00 No MI 100106000000000000 2.75 20070301 10.5 2 2 First Lien N N 0 No_PP 360 24 N 20350301 ADN1
GROUP I G01 303920 1487.941667 360 358 5.5 0 0 0.375 5.875 NEWARK NJ 7102 Single Family 303920 20060301 80.00 No MI 100085000000000000 2.25 20090201 11.875 2.5 1 First Lien N Y 120 No_PP 360 36 N 20360201 ALT1
GROUP II G01 87778.05 571.32 360 356 6.375 0 0 0.375 6.75 AVON IN 46123 PUD 88084 20060101 80.00 No MI 2.25 20101201 11.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP II G02 238192 1364.641667 360 351 6.5 0 0 0.375 6.875 CELEBRATION FL 34747 Condominium 238192 20050801 80.00 No MI 2.25 20100701 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20350701 ALT1
GROUP II G02 141525.21 923.61 360 353 6.375 0 0 0.375 6.75 MYRTLE BEACH SC 29579 PUD 142400 20051001 80.00 No MI 100085000000000000 2.25 20100901 11.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20350901 ALT1
GROUP II G01 112910.57 794.31 360 352 7.125 0 0 0.375 7.5 ADAMS MA 1220 2-4 Family 113600 20050901 80.00 No MI 2.25 20100801 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20350801 ALT1
GROUP II G01 132000 838.75 360 353 7.25 0 0 0.375 7.625 DEARBORN HEIGHTS MI 48127 Single Family 132000 20051001 80.00 No MI 2.25 20100901 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20350901 ALT1
GROUP II G01 102400 650.6666667 360 353 7.25 0 0 0.375 7.625 STONE MOUNTAIN GA 30088 Single Family 102400 20051001 80.00 No MI 2.25 20100901 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20350901 ALT1
GROUP II G02 464000 2658.333333 360 354 6.5 0 0 0.375 6.875 HAWTHORNE NJ 7506 2-4 Family 464000 20051101 80.00 No MI 100085000000000000 2.25 20101001 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351001 ALT1
GROUP II G02 105117.99 727.7 360 357 7 0 0 0.375 7.375 DURHAM NC 27713 PUD 105360 20060201 80.00 No MI 100085000000000000 2.25 20110101 12.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 77593.5 533.4553125 360 357 7.875 0 0 0.375 8.25 DECATUR GA 30034 Single Family 77600 20060201 80.00 No MI 100245000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 UNAR
GROUP II G02 177300 1126.59375 360 358 7.25 0 0 0.375 7.625 QUEEN CREEK AZ 85242 PUD 177300 20060301 79.99 No MI 100085000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP I G01 446500 2837.135417 360 358 7.375 0 0 0.25 7.625 Fort Lauderdale FL 33312 Single Family 446500 20060301 95.00 Republic MIC 100022000000000000 2.25 20110201 12.625 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 359331.63 2395.09 360 358 6.75 0 0 0.25 7 HEMPSTEAD NY 11572 Single Family 360000 20060301 78.26 No MI 100022000000000000 2.25 20110201 12 2 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 318153.2 1756.470792 360 358 6.375 0 0 0.25 6.625 Stafford VA 22554 PUD 320000 20060301 80.00 No MI 100022000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G03 422187.37 2778.15 360 358 6.625 0 0 0.25 6.875 Palm Beach Gardens FL 33410 PUD 422900 20060301 79.99 No MI 100022000000000000 2.25 20110201 11.875 2 2 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 264000 1540 360 358 6.75 0 0 0.25 7 Pittsburg CA 94565 Condominium 264000 20060301 80.00 No MI 100022000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 568000 3550 360 357 7.25 0 0 0.25 7.5 Fort Lee NJ 7024 Condominium 568000 20060201 80.00 No MI 100022000000000000 2.25 20130101 12.5 2 2 First Lien N Y 120 No_PP 360 84 N 20360101 AFL2
GROUP II G03 484000 2722.5 360 358 6.5 0 0 0.25 6.75 Scottsdale AZ 85260 PUD 484000 20060301 80.00 No MI 100022000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 528000 3025 360 358 6.625 0 0 0.25 6.875 LIVERMORE CA 94550 Single Family 528000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.875 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 592000 3021.666667 360 358 5.875 0 0 0.25 6.125 WALNUT CREEK CA 94597 Single Family 592000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.125 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 424000 2252.5 360 358 6.125 0 0 0.25 6.375 GONZALES CA 93926 Single Family 424000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.375 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 749900 4140.072917 360 358 6.375 0 0 0.25 6.625 WINDERMERE FL 34786 PUD 750000 20060301 65.22 No MI 100014000000000000 2.25 20090201 12.625 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 238900 1493.125 360 358 7.25 0 0 0.25 7.5 WALDORF MD 20603 PUD 238900 20060301 79.98 No MI 100014000000000000 2.25 20090201 13.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 282400 1588.5 360 358 6.5 0 0 0.25 6.75 ANNANDALE VA 22003 Condominium 282400 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.75 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 254300 1324.479167 360 358 6 0 0 0.25 6.25 FURLONG PA 18925 Condominium 254300 20060301 79.99 No MI 100014000000000000 2.25 20090201 12.25 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 611250 3310.9375 360 358 6.25 0 0 0.25 6.5 DALY CITY CA 94014 Single Family 611250 20060301 75.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 516000 2795 360 358 6.25 0 0 0.25 6.5 EL SOBRANTE CA 94803 Single Family 516000 20060301 78.18 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 156800 980 360 358 7.25 0 0 0.25 7.5 GLENDALE AZ 85306 Single Family 156800 20060301 80.00 No MI 100014000000000000 2.25 20090201 13.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 307999.75 1764.581901 360 358 6.625 0 0 0.25 6.875 CHULA VISTA CA 91911 PUD 308000 20060301 80.00 No MI 100014000000000000 2.25 20130201 11.875 2 1 First Lien N Y 120 No_PP 360 84 N 20360201 ADN1
GROUP I G01 247920.95 1317.080047 360 358 6.125 0 0 0.25 6.375 TUSTIN CA 92782 Condominium 248000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.375 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 435999.99 2543.333275 360 358 6.75 0 0 0.25 7 LOS ANGELES CA 91401 Condominium 436000 20060301 80.00 No MI 100014000000000000 2.25 20130201 12 2 1 First Lien N Y 120 Prepay 360 84 N 20360201 ADN1
GROUP I G01 255703.88 1331.791042 360 358 6 0 0 0.25 6.25 PORT ORCHARD WA 98367 PUD 256000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.25 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 496800 2742.75 360 358 6.375 0 0 0.25 6.625 SAN JOSE CA 95123 Single Family 496800 20060301 80.00 No MI 100014000000000000 2.5 20080201 12.625 2 1 First Lien N Y 120 No_PP 360 24 N 20360201 ADN1
GROUP I G01 478400 2890.333333 360 358 7 0 0 0.25 7.25 FREMONT CA 94538 Single Family 478400 20060301 80.00 No MI 100014000000000000 2.25 20090201 13.25 2.25 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 649999.99 3520.833279 360 358 6.25 0 0 0.25 6.5 SIMI VALLEY CA 93065 PUD 650000 20060301 77.75 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 600000 3375 360 358 6.5 0 0 0.25 6.75 CLARKSBURG MD 20871 PUD 600000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.75 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 867999.99 4792.083278 360 358 6.375 0 0 0.25 6.625 SATELLITE BEACH FL 32937 PUD 868000 20060301 80.00 No MI 100014000000000000 2.25 20130201 11.625 2 1 First Lien N Y 120 Prepay 360 84 N 20360201 ADN1
GROUP I G01 280000 1604.166667 360 358 6.625 0 0 0.25 6.875 HAYWARD CA 94544 Condominium 280000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.875 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 648000 4050 360 358 7.25 0 0 0.25 7.5 SOUTH LAKE TAHOE CA 96150 Single Family 648000 20060301 80.00 No MI 100014000000000000 2.25 20090201 13.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 226399.99 1226.333279 360 358 6.25 0 0 0.25 6.5 VANCOUVER WA 98665 Single Family 226400 20060301 80.00 No MI 100014000000000000 2.25 20130201 11.5 2 1 First Lien N Y 120 No_PP 360 84 N 20360201 ADN1
GROUP I G01 272699.99 1590.749942 360 358 6.75 0 0 0.25 7 MORA MN 55051 Single Family 272800 20060301 80.00 No MI 100014000000000000 2.25 20130201 12 2 1 First Lien N Y 120 Prepay 360 84 N 20360201 ADN1
GROUP I G01 512000 2880 360 358 6.5 0 0 0.25 6.75 FREMONT CA 94536 Single Family 512000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.75 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 462000 2502.5 360 358 6.25 0 0 0.25 6.5 BUENA PARK CA 90620 Single Family 462000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 539600 3091.458333 360 358 6.625 0 0 0.25 6.875 BURBANK CA 91506 Single Family 539600 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.875 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 400000 2250 360 358 6.5 0 0 0.25 6.75 SAN DIEGO CA 92104 Single Family 400000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.75 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 607019.24 3720.16 360 358 6.625 0 0 0.25 6.875 RIVERWOODS IL 60015 Single Family 607500 20060301 75.00 No MI 100014000000000000 2.25 20130201 11.875 2 1 First Lien Y N 0 No_PP 480 84 N 20360201 ADN1
GROUP I G01 399200 2120.75 360 358 6.125 0 0 0.25 6.375 LODI CA 95240 2-4 Family 399200 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.375 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 220800 1196 360 358 6.25 0 0 0.25 6.5 VANCOUVER WA 98662 PUD 220800 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 389400 2028.125 360 358 6 0 0 0.25 6.25 REDWOOD CITY CA 94061 Condominium 389600 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.25 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 650000 3859.375 360 358 6.875 0 0 0.25 7.125 RICHMOND CA 94806 PUD 650000 20060301 78.79 No MI 100014000000000000 2.25 20090201 13.125 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP II G04 236000 1450.416667 360 358 7.125 0 0 0.25 7.375 WASHINGTON DC 20002 Single Family 236000 20060301 80.00 No MI 100014000000000000 2.25 20160201 12.375 2 1 First Lien N Y 120 No_PP 360 120 N 20360201 ADN1
GROUP II G04 752000 4151.666667 360 358 6.375 0 0 0.25 6.625 STUDIO CITY AREA CA 91604 Single Family 752000 20060301 80.00 No MI 100014000000000000 2.25 20160201 11.625 2 1 First Lien N Y 120 Prepay 360 120 N 20360201 ADN1
GROUP I G01 636000 3577.5 360 358 6.5 0 0 0.25 6.75 STEILACOOM WA 98388 Single Family 636000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.75 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 520000 2762.5 360 358 6.125 0 0 0.25 6.375 REDLANDS CA 92374 Single Family 520000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.375 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP II G03 470000 2594.791667 360 358 6.375 0 0 0.25 6.625 Saint Louis MO 63129 Single Family 470000 20060301 69.12 No MI 100022000000000000 2.25 20110201 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 510800 2554 360 358 5.75 0 0 0.25 6 DUBLIN CA 94568 Single Family 512000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 640000 3266.666667 360 358 5.875 0 0 0.25 6.125 MOUND MN 55364 Single Family 640000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.125 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 274100 1484.708333 360 358 6.25 0 0 0.25 6.5 SEATTLE WA 98108 Single Family 274100 20060301 74.99 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 208800 1196.25 360 358 6.625 0 0 0.25 6.875 PARLIN NJ 8859 Condominium 208800 20060301 80.00 No MI 100014000000000000 2.5 20080201 12.875 2 1 First Lien N Y 120 No_PP 360 24 N 20360201 ADN1
GROUP I G01 500000 2916.666667 360 358 6.75 0 0 0.25 7 PINOLE CA 94564 PUD 500000 20060301 80.00 No MI 100014000000000000 2.25 20090201 13 2.25 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 379999.99 2177.083276 360 358 6.625 0 0 0.25 6.875 LOS ANGELES CA 91304 Single Family 380000 20060301 80.00 No MI 100014000000000000 2.5 20080201 12.875 2 1 First Lien N Y 120 No_PP 360 24 N 20360201 ADN1
GROUP I G01 155894.94 893.1480937 360 358 6.625 0 0 0.25 6.875 PORTLAND OR 97203 Single Family 155900 20060301 79.99 No MI 100014000000000000 2.25 20130201 11.875 2.25 1 First Lien N Y 120 Prepay 360 84 N 20360201 ADN1
GROUP I G01 280000 1575 360 358 6.5 0 0 0.25 6.75 PEORIA AZ 85383 PUD 280000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.75 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 244899.99 1352.052028 360 358 6.375 0 0 0.25 6.625 LYNNWOOD WA 98087 Single Family 244900 20060301 79.99 No MI 100014000000000000 2.25 20130201 11.625 2 1 First Lien N Y 120 Prepay 360 84 N 20360201 ADN1
GROUP II G04 500000 2812.5 360 358 6.5 0 0 0.25 6.75 RIVERSIDE CA 92506 Single Family 500000 20060301 80.00 No MI 100014000000000000 2.25 20160201 11.75 2 1 First Lien N Y 120 Prepay 360 120 N 20360201 ADN1
GROUP I G01 453499 2456.452917 360 358 6.25 0 0 0.25 6.5 MURRIETA CA 92563 Single Family 453600 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 536000 3070.833333 360 358 6.625 0 0 0.25 6.875 SAN MATEO CA 94401 Single Family 536000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.875 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP II G04 650000 4197.916667 360 358 7.5 0 0 0.25 7.75 PARK RIDGE IL 60068 Single Family 650000 20060301 73.86 No MI 100014000000000000 2.25 20160201 12.75 2 1 First Lien N Y 120 No_PP 360 120 N 20360201 ADN1
GROUP I G01 285000 1514.0625 360 358 6.125 0 0 0.25 6.375 ANTHEM AZ 85086 PUD 285000 20060301 59.38 No MI 100014000000000000 2.25 20090201 12.375 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 439200 2333.25 360 358 6.125 0 0 0.25 6.375 SAN JOSE CA 95122 Single Family 439200 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.375 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 246300 1231.5 360 358 5.75 0 0 0.25 6 MODESTO CA 95351 Single Family 246300 20060301 80.00 No MI 100014000000000000 2.5 20080201 12 2 1 First Lien N Y 120 Prepay 360 24 N 20360201 ADN1
GROUP II G03 628912.1 4086.17 360 358 6.5 0 0 0.25 6.75 Califon NJ 7830 Single Family 630000 20060301 72.00 No MI 100022000000000000 2.25 20110201 11.75 2.25 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 131250 710.9375 360 358 6.25 0 0 0.25 6.5 SACRAMENTO CA 95833 Condominium 131250 20060301 75.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 649994.99 3588.514007 360 358 6.375 0 0 0.25 6.625 CARLSBAD CA 92009 2-4 Family 650000 20060301 76.47 No MI 100014000000000000 2.25 20090201 12.625 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP II G01 118500 617.1875 360 358 6 0 0 0.25 6.25 Mesa AZ 85202 Condominium 118500 20060301 79.00 No MI 100022000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 127400 782.9791667 360 358 7 0 0 0.375 7.375 TAMPA FL 33614 Single Family 127400 20060301 84.99 Republic MIC 100017000000000000 2.25 20110201 13.375 2 2 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP I G01 131704.32 864.3096 360 357 7.5 0 0 0.375 7.875 LAWRENCEVILLE GA 30045 PUD 131840 20060201 80.00 No MI M10001690005769633 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 255000 1540.625 360 358 7 0 0 0.25 7.25 Gulf Shores AL 36542 Condominium 255000 20060301 68.92 No MI 100022000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 255999.99 1333.333281 360 358 6 0 0 0.25 6.25 LAS VEGAS NV 89131 PUD 256000 20060301 80.00 No MI 100014000000000000 2.5 20080201 12.25 2 1 First Lien N Y 120 Prepay 360 24 N 20360201 ADN1
GROUP I G01 370299.99 2005.791613 360 358 6.25 0 0 0.25 6.5 HUNTINGTON BEACH CA 92646 Condominium 370300 20060301 80.00 No MI 100014000000000000 2.25 20130201 11.5 2.25 1 First Lien N Y 120 No_PP 360 84 N 20360201 ADN1
GROUP I G01 600000 3250 360 358 6.25 0 0 0.25 6.5 SAN BRUNO CA 94066 Single Family 600000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP II G04 315000 1706.25 360 358 6.25 0 0 0.25 6.5 LOS ANGELES CA 91605 Single Family 315000 20060301 59.43 No MI 100014000000000000 2.25 20160201 11.5 2 1 First Lien N Y 120 No_PP 360 120 N 20360201 ADN1
GROUP I G01 192000 1100 360 358 6.625 0 0 0.25 6.875 WEST BLOOMFIELD MI 48322 Condominium 192000 20060301 80.00 No MI 100014000000000000 2.25 20130201 11.875 2 1 First Lien N Y 120 Prepay 360 84 N 20360201 ADN1
GROUP I G01 494400 2884 360 358 6.75 0 0 0.25 7 SAN JOSE CA 95111 Single Family 494400 20060301 80.00 No MI 100014000000000000 2.25 20090201 13 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 178964.39 1112.36 360 358 6.75 0 0 0.25 7 RALEIGH NC 27603 PUD 179100 20060301 79.99 No MI 100014000000000000 2.25 20090201 13 2 1 First Lien Y N 0 Prepay 480 36 N 20360201 ADN1
GROUP I G01 412000 2317.5 360 358 6.5 0 0 0.25 6.75 SAN JOSE CA 95110 Condominium 412000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.75 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP II G03 453602.95 3022.81 360 358 6.75 0 0 0.25 7 Danville CA 94526 PUD 454350 20060301 80.00 No MI 100022000000000000 2.25 20110201 12 2 2 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G03 600000 3375 360 358 6.5 0 0 0.25 6.75 San Francisco CA 94103 Condominium 600000 20060301 80.00 No MI 100022000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 624000 3445 360 358 6.375 0 0 0.25 6.625 SAN JOSE CA 95123 Single Family 624000 20060301 80.00 No MI 100014000000000000 2.5 20080201 12.625 2 1 First Lien N Y 120 Prepay 360 24 N 20360201 ADN1
GROUP II G04 600000 3625 360 358 7 0 0 0.25 7.25 BROOKLYN NY 11234 2-4 Family 600000 20060301 80.00 No MI 100014000000000000 2.25 20160201 12.25 2.25 1 First Lien N Y 120 No_PP 360 120 N 20360201 ADN1
GROUP I G01 462000 2646.875 360 358 6.625 0 0 0.25 6.875 BRENTWOOD CA 94513 Single Family 462000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.875 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 255915.19 1412.865111 360 358 6.375 0 0 0.25 6.625 SANTA ROSA CA 95405 PUD 256000 20060301 79.50 No MI 100014000000000000 2.25 20090201 12.625 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP II G03 474117.76 2963.39 360 358 6.125 0 0 0.25 6.375 STEINHATCHEE FL 32355 Single Family 475000 20060301 38.46 No MI 100022000000000000 2.25 20110201 11.375 2 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 213600 1157 360 358 6.25 0 0 0.25 6.5 SACRAMENTO CA 95820 Single Family 213600 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 378270.15 2292.76 360 358 6.5 0 0 0.25 6.75 LANGHORNE PA 19047 Single Family 380000 20060301 79.41 No MI 100014000000000000 2.25 20110201 11.75 2 1 First Lien Y N 0 No_PP 480 60 N 20360201 ADN1
GROUP I G01 291999.98 1612.083223 360 358 6.375 0 0 0.25 6.625 PHOENIX AZ 85014 Single Family 292000 20060301 80.00 No MI 100014000000000000 2.25 20130201 11.625 2 1 First Lien N Y 120 No_PP 360 84 N 20360201 ADN1
GROUP I G01 551820.6 2989.02825 360 358 6.25 0 0 0.25 6.5 FRESNO CA 93711 Single Family 552000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 391200 2078.25 360 358 6.125 0 0 0.25 6.375 SAN DIEGO CA 92123 Single Family 391200 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.375 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 103999.99 563.3332792 360 358 6.25 0 0 0.25 6.5 SALT LAKE CITY UT 84115 Condominium 104000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 217988.42 1398.44 360 358 6.375 0 0 0.25 6.625 SEATTLE WA 98125 PUD 218400 20060301 80.00 No MI 100014000000000000 2.25 20130201 11.625 2 1 First Lien N N 0 No_PP 360 84 N 20360201 ADN1
GROUP I G01 453600 2740.5 360 358 7 0 0 0.25 7.25 INVER GROVE HEIGHTS MN 55076 Single Family 453600 20060301 80.00 No MI 100014000000000000 2.25 20130201 12.25 2 1 First Lien N Y 120 No_PP 360 84 N 20360201 ADN1
GROUP I G01 265000 1352.604167 360 358 5.875 0 0 0.25 6.125 MURRIETA CA 92563 Single Family 265000 20060301 73.61 No MI 100014000000000000 2.5 20080201 12.125 2 1 First Lien N Y 120 Prepay 360 24 N 20360201 ADN1
GROUP II G01 255999.99 1253.333284 360 358 5.625 0 0 0.25 5.875 Fenton MI 48430 Condominium 256000 20060301 80.00 No MI 100022000000000000 2.25 20110201 10.875 2.25 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 559200 3145.5 360 358 6.5 0 0 0.25 6.75 WOODSIDE NY 11377 2-4 Family 559200 20060301 80.00 No MI 100014000000000000 2.5 20080201 12.75 2 1 First Lien N Y 120 No_PP 360 24 N 20360201 ADN1
GROUP I G01 309000 1512.8125 360 358 5.625 0 0 0.25 5.875 RANCHO CUCAMONGA CA 91701 Condominium 309000 20060301 79.23 No MI 100014000000000000 2.5 20080201 11.875 2.25 1 First Lien N Y 120 No_PP 360 24 N 20360201 ADN1
GROUP I G01 214499.99 1273.593691 360 358 6.875 0 0 0.25 7.125 CENTENNIAL CO 80112 Single Family 214500 20060301 75.26 No MI 100014000000000000 2.25 20090201 13.125 2.25 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 267200 1447.333333 360 358 6.25 0 0 0.25 6.5 SACRAMENTO CA 95828 Single Family 267200 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 392000 2082.5 360 358 6.125 0 0 0.25 6.375 MIAMI FL 33131 Condominium 392000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.375 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 300000 1687.5 360 358 6.5 0 0 0.25 6.75 SEVERNA PARK MD 21146 Single Family 300000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.75 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 405600 2323.75 360 358 6.625 0 0 0.25 6.875 SANTA ROSA CA 95407 Single Family 405600 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.875 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 456000 2327.5 360 358 5.875 0 0 0.25 6.125 NORTH HOLLYWOOD CA 91601 Single Family 456000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.125 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 181650 1059.625 360 358 6.75 0 0 0.25 7 HOUSTON TX 77006 Condominium 181650 20060301 79.99 No MI 100014000000000000 2.25 20130201 12 2 1 First Lien N Y 120 No_PP 360 84 N 20360201 ADN1
GROUP I G01 400000 2166.666667 360 358 6.25 0 0 0.25 6.5 FAIRFAX VA 22031 PUD 400000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP II G02 173950 1032.828125 360 357 6.75 0 0 0.375 7.125 LAKE IN THE HILLS IL 60156 Condominium 173950 20060201 79.99 No MI M10001690004839965 2.25 20110101 12.125 2 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP II G01 123500 681.8229167 360 358 6.25 0 0 0.375 6.625 LONGMONT CO 80501 Single Family 123500 20060301 65.00 No MI 100017000000000000 2.25 20110201 12.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP II G02 169600 1007 360 357 6.75 0 0 0.375 7.125 MOKENA IL 60448 PUD 169600 20060201 80.00 No MI M10001690004977401 2.25 20110101 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G02 111950 653.0416667 360 358 6.625 0 0 0.375 7 SCHERERVILLE IN 46375 PUD 111950 20060301 70.00 No MI M10001690004977555 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP II G01 143200 865.1666667 360 357 6.875 0 0 0.375 7.25 CHICAGO IL 60620 Single Family 143200 20060201 80.00 No MI 100017000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G02 209277.99 1198.988484 360 357 6.5 0 0 0.375 6.875 ANTIOCH TN 37013 PUD 209280 20060201 80.00 No MI 100017000000000000 2.25 20110101 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 208000 1365 360 358 7.5 0 0 0.375 7.875 TAMPA FL 33602 Condominium 208000 20060301 80.00 No MI 100017000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 ALT1
GROUP II G02 116000 725 360 358 7.125 0 0 0.375 7.5 TAMPA FL 33624 PUD 116000 20060301 80.00 No MI 100017000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 ALT1
GROUP II G01 112000 630 360 358 6.375 0 0 0.375 6.75 TAMPA FL 33610 Single Family 112000 20060301 74.67 No MI 100017000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 ALT1
GROUP II G01 188425.27 1099.147408 360 357 6.625 0 0 0.375 7 TAMPA FL 33617 Single Family 188464 20060201 68.53 No MI M10001690005284955 2.25 20110101 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP II G02 104117 585.658125 360 357 6.375 0 0 0.375 6.75 SEFFNER FL 33584 PUD 104117 20060201 80.00 No MI M10001690005385778 2.25 20110101 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP II G01 192000 1100 360 358 6.5 0 0 0.375 6.875 ST. PETERSBURG FL 33710 Single Family 192000 20060301 80.00 No MI 100017000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP II G02 281236 1699.134167 360 357 6.875 0 0 0.375 7.25 PARRISH FL 34219 PUD 281236 20060201 80.00 No MI 100017000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP II G01 285082 1811.458542 360 357 7.25 0 0 0.375 7.625 VALRICO FL 33594 PUD 285082 20060201 75.00 No MI 100017000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 185000 1233.333333 360 357 7.625 0 0 0.375 8 VALRICO FL 33594 PUD 185000 20060201 79.99 No MI M10001690005439807 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 63940 379.64375 360 357 6.75 0 0 0.375 7.125 FOREST PARK GA 30297 Single Family 63940 20060201 80.00 No MI M10001690005599246 2.25 20110101 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 56117.91 344.8913219 360 357 7 0 0 0.375 7.375 RIVERDALE GA 30274 Single Family 56160 20060201 78.00 No MI M10001690005599261 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G03 480000 2900 360 357 7 0 0 0.25 7.25 Granite Bay CA 95746 Single Family 480000 20060201 80.00 No MI 100022000000000000 2.25 20110101 12.25 2.5 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G03 689000 3516.770833 360 355 5.875 0 0 0.25 6.125 Burbank CA 91501 Single Family 689000 20051201 69.95 No MI 100022000000000000 2.25 20101101 11.125 2 2 First Lien N Y 60 Prepay 360 60 N 20351101 AFL2
GROUP II G01 417000 1998.125 360 359 5.5 0 0 0.25 5.75 Oakland CA 94602 2-4 Family 417000 20060401 62.71 No MI 100022000000000000 2.25 20110301 10.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 223935.83 1282.965693 360 356 6.625 0 0 0.25 6.875 Chicago IL 60609 Single Family 224000 20060101 58.95 No MI 100022000000000000 2.25 20101201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 AFL2
GROUP I G01 1144783.49 5728.22 360 348 4 0 0 0.25 4.25 TEMPE AZ 85284 Single Family 1164414 20050501 77.63 No MI 100106000000000000 2.75 20070401 10.25 2 2 First Lien N N 0 No_PP 360 24 N 20350401 ADN1
GROUP I G01 142500 742.1875 360 358 6 0 0 0.25 6.25 MIAMI FL 33179 PUD 142500 20060301 75.00 No MI 100014000000000000 2.25 20090201 12.25 2.5 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 348000 1776.25 360 356 5.875 0 0 0.25 6.125 COPLEY OH 44321 PUD 348000 20060101 80.00 No MI 100014000000000000 2.25 20081201 12.125 2 1 First Lien N Y 120 Prepay 360 36 N 20351201 ADN1
GROUP I G01 384000 2200 360 358 6.625 0 0 0.25 6.875 WANTAGH NY 11793 Single Family 384000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.875 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP II G01 381999.97 2188.541495 360 358 6.625 0 0 0.25 6.875 LOS ANGELES CA 90061 2-4 Family 382000 20060301 79.58 No MI 100014000000000000 2.25 20110201 11.875 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 ADN1
GROUP I G01 338310.11 1797.272459 360 358 6.125 0 0 0.25 6.375 WOODINVILLE WA 98077 Single Family 338400 20060301 80.00 No MI 100014000000000000 2.5 20080201 12.375 2 1 First Lien N Y 120 No_PP 360 24 N 20360201 ADN1
GROUP I G01 87200 508.6666667 360 358 6.75 0 0 0.25 7 ALBANY NY 12202 2-4 Family 87200 20060301 80.00 No MI 100014000000000000 2.25 20090201 13 2.25 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 391899.99 2122.791613 360 358 6.25 0 0 0.25 6.5 RICHMOND CA 94801 Single Family 392000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 453600 2504.25 360 358 6.375 0 0 0.25 6.625 LA VERNE CA 91750 Single Family 453600 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.625 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 487200 2689.75 360 358 6.375 0 0 0.25 6.625 SAN JOSE CA 95122 Single Family 487200 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.625 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 192000 1040 360 358 6.25 0 0 0.25 6.5 MESA AZ 85208 PUD 192000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 295327.58 1722.744217 360 358 6.75 0 0 0.25 7 PERRIS CA 92571 Single Family 295500 20060301 75.00 No MI 100014000000000000 2.25 20130201 12 2 1 First Lien N Y 120 Prepay 360 84 N 20360201 ADN1
GROUP I G01 456000 2612.5 360 358 6.625 0 0 0.25 6.875 SOUTH SAN FRANCISCO CA 94080 Condominium 456000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.875 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 631999.99 3225.833282 360 358 5.875 0 0 0.25 6.125 SEASIDE CA 93955 2-4 Family 632000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.125 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 207200 1100.75 360 358 6.125 0 0 0.25 6.375 MARICOPA AZ 85239 PUD 207200 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.375 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 279999.99 1370.833284 360 358 5.625 0 0 0.25 5.875 CATHEDRAL CITY CA 92234 Single Family 280000 20060301 80.00 No MI 100014000000000000 2.5 20080201 11.875 2 1 First Lien N Y 120 Prepay 360 24 N 20360201 ADN1
GROUP I G01 122400 752.25 360 358 7.125 0 0 0.25 7.375 DES PLAINES IL 60016 Condominium 122400 20060301 80.00 No MI 100014000000000000 2.25 20090201 13.375 2.25 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 160000 900 360 358 6.5 0 0 0.25 6.75 SILVER SPRING MD 20906 Condominium 160000 20060301 80.00 No MI 100014000000000000 2.5 20080201 12.75 2 1 First Lien N Y 120 No_PP 360 24 N 20360201 ADN1
GROUP I G01 306000 1689.375 360 358 6.375 0 0 0.25 6.625 KISSIMMEE FL 34746 PUD 306000 20060301 74.63 No MI 100014000000000000 2.25 20130201 11.625 2.25 1 First Lien N Y 120 Prepay 360 84 N 20360201 ADN1
GROUP I G01 339999.67 1841.664879 360 358 6.25 0 0 0.25 6.5 LOS OSOS CA 93402 Single Family 340000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 200000 1104.166667 360 358 6.375 0 0 0.25 6.625 HESPERIA CA 92345 Single Family 200000 20060301 80.00 No MI 100014000000000000 2.5 20080201 12.625 2 1 First Lien N Y 120 Prepay 360 24 N 20360201 ADN1
GROUP I G01 650000 3656.25 360 358 6.5 0 0 0.25 6.75 LOS ANGELES CA 90029 Single Family 650000 20060301 76.47 No MI 100014000000000000 2.25 20090201 12.75 2.25 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 151999.99 870.833276 360 358 6.625 0 0 0.25 6.875 WINTHROP MA 2152 Condominium 152000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.875 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 342600 1891.4375 360 358 6.375 0 0 0.25 6.625 WINDERMERE FL 34786 PUD 342600 20060301 79.99 No MI 100014000000000000 2.25 20090201 12.625 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 188000 1057.5 360 358 6.5 0 0 0.25 6.75 HANFORD CA 93230 Single Family 188000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.75 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 340000 2018.75 360 358 6.875 0 0 0.25 7.125 CHICAGO IL 60641 2-4 Family 340000 20060301 80.00 No MI 100014000000000000 2.25 20090201 13.125 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 314232.56 3025.7 360 341 5.25 0 0 0.25 5.5 ROCK HILL SC 29732 PUD 536000 20041001 80.00 No MI 100106000000000000 2.75 20060901 9.5 2 2 First Lien N N 0 No_PP 360 24 N 20340901 ADN1
GROUP I G01 260000 1462.5 360 358 6.5 0 0 0.25 6.75 DELHI CA 95315 Single Family 260000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.75 2.5 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP II G02 368000 2146.666667 360 358 6.75 0 0 0.25 7 FONTANA CA 92336 Single Family 368000 20060301 80.00 No MI 100014000000000000 2.25 20110201 12 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 ADN1
GROUP I G01 169999.99 938.5416115 360 358 6.375 0 0 0.25 6.625 LAS VEGAS NV 89130 Condominium 170000 20060301 80.00 No MI 100014000000000000 2.25 20130201 11.625 2 1 First Lien N Y 120 Prepay 360 84 N 20360201 ADN1
GROUP I G01 400000 2291.666667 360 358 6.625 0 0 0.25 6.875 LOS ANGELES CA 90015 2-4 Family 400000 20060301 73.66 No MI 100014000000000000 2.5 20080201 12.875 2 1 First Lien N Y 120 Prepay 360 24 N 20360201 ADN1
GROUP I G01 244000 1372.5 360 358 6.5 0 0 0.25 6.75 PALMDALE CA 93550 PUD 244000 20060301 78.71 No MI 100014000000000000 2.25 20130201 11.75 2.25 1 First Lien N Y 120 No_PP 360 84 N 20360201 ADN1
GROUP I G01 332800 2080 360 358 7.25 0 0 0.25 7.5 HENDERSON NV 89015 PUD 332800 20060301 80.00 No MI 100014000000000000 2.5 20080201 13.5 2 1 First Lien N Y 120 No_PP 360 24 N 20360201 ADN1
GROUP I G01 444299.99 2360.343697 360 358 6.125 0 0 0.25 6.375 SAN LEANDRO CA 94579 Single Family 444300 20060301 79.99 No MI 100014000000000000 2.25 20090201 12.375 2.25 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 510300 2710.96875 360 358 6.125 0 0 0.25 6.375 SANTA ROSA CA 95407 Single Family 510300 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.375 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP II G04 600000 3187.5 360 351 6.125 0 0 0.25 6.375 Ridgefield NJ 7657 2-4 Family 600000 20050801 80.00 No MI 100022000000000000 2.25 20150701 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20350701 AFL2
GROUP II G01 169627.38 1144.65 360 358 6.875 0 0 0.25 7.125 Bonita Springs FL 34135 Condominium 169900 20060301 61.80 No MI 100022000000000000 2.25 20110201 12.125 2 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 216000 1080 360 350 5.625 0 0 0.375 6 MCDONOUGH GA 30253 PUD 216000 20050701 78.55 No MI 100085000000000000 2.25 20100601 11 3.375 1 First Lien N Y 120 No_PP 360 60 N 20350601 ALT1
GROUP I G01 153668 1040.460417 360 357 7.75 0 0 0.375 8.125 BEAVERTON OR 97006 PUD 153668 20060201 80.00 No MI 2.25 20110101 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 399964.44 2249.799975 360 357 6.375 0 0 0.375 6.75 Daufuskie Island SC 29915 Single Family 400000 20060201 61.07 No MI 2.375 20080101 11.75 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP II G02 267200 1419.5 360 358 6.125 0 0 0.25 6.375 Everett WA 98204 Condominium 267200 20060301 79.95 No MI 100022000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G03 568000 3017.5 360 358 6.125 0 0 0.25 6.375 San Jose CA 95111 Single Family 568000 20060301 80.00 No MI 100022000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G03 648000 3645 360 358 6.5 0 0 0.25 6.75 Takoma Park MD 20912 Single Family 648000 20060301 80.00 No MI 100022000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 412500 2449.21875 360 358 6.875 0 0 0.25 7.125 Detroit MI 48214 Single Family 412500 20060301 75.00 No MI 100022000000000000 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 185375.53 1361.14 360 359 7.75 0 0 0.25 8 Washington DC 20009 Condominium 185500 20060401 70.00 No MI 100022000000000000 2.25 20110301 13 2 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 184000 996.6666667 360 359 6.25 0 0 0.25 6.5 TAMARACK CA 95223 PUD 184000 20060401 80.00 No MI 100022000000000000 2.25 20110301 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 158400 973.5 360 358 7 0 0 0.375 7.375 Phoenix AZ 85031 Single Family 158400 20060301 80.00 No MI 100173000000000000 2.25 20110201 12.375 2 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 156800 882 360 358 6.375 0 0 0.375 6.75 FROSTBURG MD 21532 Single Family 156800 20060301 80.00 No MI 100213000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 73270.8 538 360 359 7.625 0 0 0.375 8 Deltona FL 32725 Single Family 73320 20060401 52.00 No MI 100425000000000000 2.25 20110301 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 274000 1427.083333 360 358 5.875 0 0 0.375 6.25 Clifton NJ 7011 2-4 Family 274000 20060301 58.55 No MI 100234000000000000 2.25 20110201 11.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G03 880000 5408.333333 360 358 7 0 0 0.375 7.375 San Diego CA 92116 Single Family 880000 20060301 80.00 No MI 100196000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 185476 1275.1475 360 357 7.875 0 0 0.375 8.25 Sarasota FL 34233 Condominium 185476 20060201 80.00 No MI 100196000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 130347.22 896.1371375 360 357 7.875 0 0 0.375 8.25 Fraser CO 80442 Condominium 130400 20060201 80.00 No MI 100266000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 650000 3656.25 360 358 6.375 0 0 0.375 6.75 Stamford CT 6902 Single Family 650000 20060301 68.42 No MI 100022000000000000 2.25 20090201 12.75 1.875 2 First Lien N Y 36 No_PP 360 36 N 20360201 AFL2
GROUP I G01 461250 2690.625 360 358 6.625 0 0 0.375 7 Bardonia NY 10954 Single Family 461250 20060301 75.00 No MI 100022000000000000 2.25 20090201 13 1.875 2 First Lien N Y 36 No_PP 360 36 N 20360201 AFL2
GROUP I G01 87000 453.125 360 358 6 0 0 0.25 6.25 Washington DC 20016 Condominium 87000 20060301 28.06 No MI 100022000000000000 2.25 20130201 11.25 1.875 2 First Lien N Y 84 No_PP 360 84 N 20360201 AFL2
GROUP I G01 309100 1609.895833 360 359 5.875 0 0 0.375 6.25 Monroe WA 98272 PUD 309100 20060401 79.99 No MI 100022000000000000 2.25 20090301 12.25 2 2 First Lien N Y 36 No_PP 360 36 N 20360301 AFL2
GROUP I G01 432400 2432.25 360 357 6.375 0 0 0.375 6.75 Bothell WA 98012 PUD 432400 20060201 80.00 No MI 010002200000000000 2.25 20090101 12.75 1.875 2 First Lien N Y 120 No_PP 360 36 N 20360101 AFL2
GROUP I G01 196408.94 1410.62 360 357 7.5 0 0 0.25 7.75 Peekskill NY 10566 Single Family 196900 20060201 79.69 No MI 100022000000000000 2.25 20130101 12.75 1.875 2 First Lien N N 0 No_PP 360 84 N 20360101 AFL2
GROUP I G01 462400 2649.166667 360 357 6.625 0 0 0.25 6.875 Baldwin Park CA 91706 Single Family 462400 20060201 80.00 No MI 100022000000000000 2.25 20130101 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360101 AFL2
GROUP I G01 638000 3322.916667 360 358 6 0 0 0.25 6.25 Glendale CA 91208 Single Family 638000 20060301 75.50 No MI 100015000000000000 2.25 20130201 11.25 2 2 First Lien N Y 84 Prepay 360 84 N 20360201 AFL2
GROUP I G01 85000 486.9791667 360 358 6.625 0 0 0.25 6.875 Washington DC 20008 Condominium 85000 20060301 38.64 No MI 100022000000000000 2.25 20130201 11.875 2 2 First Lien N Y 84 No_PP 360 84 N 20360201 AFL2
GROUP I G01 150000 812.5 360 357 6.125 0 0 0.375 6.5 Woodinville WA 98072 Condominium 150000 20060201 80.00 No MI 100022000000000000 2.25 20090101 12.5 2 2 First Lien N Y 36 No_PP 360 36 N 20360101 AFL2
GROUP II G03 446000 2322.916667 360 358 5.875 0 0 0.375 6.25 FOUNTAIN HILLS AZ 85268 Single Family 446000 20060301 59.95 No MI 100038000000000000 2.25 20110201 11.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 424900 2301.541667 360 357 6.125 0 0 0.375 6.5 NORTH LAS VEGAS NV 89085 PUD 424900 20060201 79.99 No MI 100070000000000000 2.25 20110101 11.5 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360101 ADN1
GROUP II G01 114000 665 360 358 6.625 0 0 0.375 7 MODESTO CA 95356 Single Family 114000 20060301 31.67 No MI 100147000000000000 2.25 20110201 12 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G01 140000 772.9166667 360 359 6.25 0 0 0.375 6.625 TEMPE AZ 85283 Single Family 140000 20060401 58.33 No MI 100038000000000000 2.25 20110301 11.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 ADN1
GROUP I G01 108400 711.375 360 358 7.5 0 0 0.375 7.875 LAS VEGAS NV 89103 Condominium 108400 20060301 80.00 No MI 100070000000000000 2.25 20110201 12.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 768000 4240 360 359 6.25 0 0 0.375 6.625 DENVER CO 80202 Condominium 768000 20060401 60.00 No MI 100038000000000000 2.25 20110301 11.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 ADN1
GROUP II G03 600000 3375 360 358 6.375 0 0 0.375 6.75 ARVADA CO 80002 PUD 600000 20060301 80.00 No MI 100038000000000000 2.25 20110201 11.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 520000 2979.166667 360 359 6.5 0 0 0.375 6.875 SANTA ANA CA 92701 Single Family 520000 20060401 80.00 No MI 100038000000000000 2.25 20110301 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 ADN1
GROUP II G03 425000 2346.354167 360 359 6.25 0 0 0.375 6.625 NAPLES FL 34110 Single Family 425000 20060401 53.13 No MI 100038000000000000 2.25 20110301 11.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 ADN1
GROUP II G04 444533.78 2943.05 360 351 6.625 0 0 0.25 6.875 The Woodlands TX 77381 PUD 448000 20050801 80.00 No MI 100022000000000000 2.25 20150701 11.875 1.875 2 First Lien N N 0 No_PP 360 120 N 20350701 AFL2
GROUP II G02 368000 2070 360 359 6.5 0 0 0.25 6.75 Tustin CA 92782 Condominium 368000 20060401 80.00 No MI 100022000000000000 2.25 20110301 11.75 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G04 583017.14 3843.04 360 356 6.625 0 0 0.25 6.875 East Hampton NY 11937 Single Family 585000 20060101 60.00 No MI 100022000000000000 2.25 20151201 11.875 2 2 First Lien N N 0 No_PP 360 120 N 20351201 AFL2
GROUP II G04 347200 1699.833333 360 357 5.625 0 0 0.25 5.875 Rialto CA 92377 Single Family 347200 20060201 80.00 No MI 100022000000000000 2.25 20160101 10.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360101 AFL2
GROUP II G04 595000 3346.875 360 355 6.5 0 0 0.25 6.75 Astoria NY 11102 2-4 Family 595000 20051201 70.00 No MI 100022000000000000 2.25 20151101 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20351101 AFL2
GROUP II G04 213496.02 1459.86 360 357 7 0 0 0.25 7.25 SCHROON NY 12858 Single Family 214000 20060201 64.85 No MI 100022000000000000 2.25 20160101 12.25 2 2 First Lien N N 0 No_PP 360 120 N 20360101 AFL2
GROUP II G04 636000 3445 360 357 6.25 0 0 0.25 6.5 Fullerton CA 92832 Single Family 636000 20060201 70.67 No MI 100022000000000000 2.25 20160101 11.5 2 2.25 First Lien N Y 120 No_PP 360 120 N 20360101 AFL2
GROUP II G04 348769.28 2239.17 360 357 6.375 0 0 0.25 6.625 Placentia CA 92870 Single Family 349700 20060201 57.80 No MI 100022000000000000 2.25 20160101 11.625 2 2 First Lien N N 0 Prepay 360 120 N 20360101 AFL2
GROUP II G04 190400 1090.833333 360 358 6.625 0 0 0.25 6.875 Littleton CO 80127 PUD 190400 20060301 80.00 No MI 100022000000000000 2.25 20160201 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 AFL2
GROUP I G01 600000 3937.5 360 357 7.5 0 0 0.375 7.875 DENVER CO 80220 Single Family 600000 20060201 80.00 No MI 100038000000000000 2.25 20110101 12.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G01 135000 815.625 360 357 6.875 0 0 0.375 7.25 WILMINGTON DE 19804 Single Family 135000 20060201 75.00 No MI 100038000000000000 2.25 20110101 12.25 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360101 ADN1
GROUP II G03 644000 3152.916667 360 358 5.5 0 0 0.375 5.875 NORTH MASSAPEQUA NY 11758 Single Family 644000 20060301 80.00 No MI 100038000000000000 2.25 20110201 10.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 639600 3531.125 360 357 6.25 0 0 0.375 6.625 YORBA LINDA CA 92886 Single Family 639600 20060201 80.00 No MI 100038000000000000 2.25 20110101 11.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP I G01 449600 2950.5 360 357 7.5 0 0 0.375 7.875 BOROUGH OF OAKLAND NJ 7436 Single Family 449600 20060201 80.00 No MI 100059000000000000 2.25 20110101 12.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 496000 2893.333333 360 358 6.625 0 0 0.375 7 MIRA LOMA AREA CA 91752 Single Family 496000 20060301 80.00 No MI 100038000000000000 2.25 20110201 12 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 160000 1016.666667 360 358 7.25 0 0 0.375 7.625 INDIO CA 92201 2-4 Family 160000 20060301 44.44 No MI 100083000000000000 2.25 20110201 12.625 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360201 ADN1
GROUP II G03 448000 2566.666667 360 358 6.5 0 0 0.375 6.875 PHILADELPHIA PA 19128 Single Family 448000 20060301 80.00 No MI 100059000000000000 2.25 20110201 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 511472 3090.143333 360 358 6.875 0 0 0.375 7.25 FONTANA CA 92336 Single Family 511472 20060301 80.00 No MI 100038000000000000 2.25 20110201 12.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 99000 680.625 360 357 7.875 0 0 0.375 8.25 INDIANAPOLIS IN 46201 2-4 Family 99000 20060201 90.00 United Guaranty 010010400000000000 2.25 20110101 13.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G01 350400 1861.5 360 359 6.125 0 0 0.25 6.375 N Hollywood CA 91602 Condominium 350400 20060401 80.00 No MI 100022000000000000 2.25 20110301 11.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 315200 1641.666667 360 358 6 0 0 0.25 6.25 Goose Creek SC 29445 PUD 315200 20060301 80.00 No MI 100022000000000000 2.25 20110201 11.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G03 504000 2887.5 360 357 6.5 0 0 0.375 6.875 SAN JOSE CA 95128 Condominium 504000 20060201 80.00 No MI 100332000000000000 2.25 20110101 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP I G01 157500 1082.8125 360 358 7.875 0 0 0.375 8.25 LAS VEGAS NV 89128 Condominium 157500 20060301 90.00 PMI 100038000000000000 2.25 20110201 13.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 519999.67 3141.664673 360 357 6.875 0 0 0.375 7.25 INCLINE VILLAGE NV 89451 Single Family 520000 20060201 80.00 No MI 100332000000000000 2.25 20110101 12.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 650000 3723.958333 360 358 6.5 0 0 0.375 6.875 (SANTA ANA AREA) CA 92705 Single Family 650000 20060301 48.15 No MI 100038000000000000 2.25 20110201 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 180000 1237.5 360 357 7.875 0 0 0.375 8.25 CHICAGO IL 60639 Single Family 180000 20060201 90.00 GE Capital MI 100202000000000000 2.25 20110101 13.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 650000 3927.083333 360 357 6.875 0 0 0.375 7.25 CHARLESTOWN MA 2129 Single Family 650000 20060201 78.41 No MI 100292000000000000 2.25 20110101 12.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 427799.99 2584.62494 360 357 6.875 0 0 0.375 7.25 MANALAPAN NJ 7726 Single Family 428000 20060201 80.00 No MI 100050000000000000 2.25 20110101 12.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G01 262000 1391.875 360 358 6 0 0 0.375 6.375 BROOKLYN NY 11207 2-4 Family 262000 20060301 60.23 No MI 100038000000000000 2.25 20110201 11.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G01 152000 839.1666667 360 358 6.25 0 0 0.375 6.625 PLYMOUTH MA 2360 Condominium 152000 20060301 72.38 No MI 100210000000000000 2.25 20110201 11.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 950000 5442.708333 360 358 6.5 0 0 0.375 6.875 PENNINGTON NJ 8534 Single Family 950000 20060301 50.00 No MI 100231000000000000 2.25 20110201 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G01 256000 1440 360 358 6.5 0 0 0.25 6.75 College Park MD 20740 Single Family 256000 20060301 80.00 No MI 123219000000000000 2.25 20110201 11.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G03 469230.96 3179.96 360 358 6.875 0 0 0.25 7.125 North Hollywood CA 91602 Single Family 472000 20060301 63.78 No MI 100022000000000000 2.25 20110201 12.125 2 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 208478.89 1443.52 360 357 7.125 0 0 0.25 7.375 Phoenix AZ 85051 Single Family 209000 20060201 95.00 GE Capital MI 100022000000000000 2.25 20110101 12.375 2 2 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP I G01 354795.83 1932.56 360 350 4.75 0 0 0.25 5 CORVALLIS OR 97330 Single Family 360000 20050701 80.00 No MI 100106000000000000 2.75 20060601 11 2 2 First Lien N N 0 No_PP 360 12 N 20350601 ADN1
GROUP I G01 94500 630 360 359 7.625 0 0 0.375 8 PHOENIXVILLE PA 19460 Single Family 94500 20060401 90.00 PMI 100231000000000000 2.25 20110301 13 2.5 2 First Lien N Y 60 No_PP 360 60 N 20360301 ADN1
GROUP II G03 552500 3222.916667 360 357 6.625 0 0 0.375 7 RIVERWOODS IL 60015 Single Family 552500 20060201 71.29 No MI 100038000000000000 2.25 20110101 12 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 550000 3322.916667 360 357 6.875 0 0 0.375 7.25 GLENVIEW IL 60025 Single Family 550000 20060201 57.89 No MI 100038000000000000 2.25 20110101 12.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 561600 3217.5 360 358 6.5 0 0 0.375 6.875 BAILEY CO 80421 Single Family 561600 20060301 80.00 No MI 100038000000000000 2.25 20110201 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 772500 4345.3125 360 358 6.375 0 0 0.375 6.75 WESTLAKE VILLAGE CA 91361 PUD 772500 20060301 75.00 No MI 100302000000000000 2.25 20110201 11.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 494000 3036.041667 360 357 7 0 0 0.375 7.375 WESTWOOD NJ 7675 Single Family 494000 20060201 83.73 Radian Guaranty 100050000000000000 2.25 20110101 12.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 476000 2578.333333 360 358 6.125 0 0 0.375 6.5 SAN DIEGO CA 92120 Single Family 476000 20060301 80.00 No MI 100038000000000000 2.25 20110201 11.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 567846.17 3075.833421 360 358 6.125 0 0 0.375 6.5 FOUNTAIN VALLEY CA 92708 Single Family 568000 20060301 80.00 No MI 100038000000000000 2.25 20110201 11.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 467910 3168.140625 360 357 7.75 0 0 0.375 8.125 HOBOKEN NJ 7030 Condominium 467910 20060201 90.16 GE Capital MI 010002900000000000 2.25 20110101 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 560000 3500 360 358 7.125 0 0 0.375 7.5 LEMONT IL 60439 Single Family 560000 20060301 79.43 No MI 100262000000000000 2.25 20110201 12.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 475850 2627.088542 360 358 6.25 0 0 0.375 6.625 SIMI VALLEY CA 93063 Single Family 475850 20060301 75.00 No MI 100031000000000000 2.25 20110201 11.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G01 160000 900 360 357 6.375 0 0 0.375 6.75 CHICAGO IL 60641 Single Family 160000 20060201 47.76 No MI 100038000000000000 2.25 20110101 11.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 511973.33 2773.188871 360 358 6.125 0 0 0.375 6.5 PLACENTIA CA 92870 Condominium 512000 20060301 80.00 No MI 100038000000000000 2.25 20110201 11.5 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360201 ADN1
GROUP II G01 240000 1500 360 359 7.125 0 0 0.375 7.5 CALEXICO CA 92231 2-4 Family 240000 20060401 80.00 No MI 100038000000000000 2.25 20110301 12.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 ADN1
GROUP II G03 518775.68 3547.32 360 357 6.875 0 0 0.375 7.25 HERNDON VA 20170 PUD 520000 20060201 80.00 No MI 100062000000000000 2.25 20110101 12.25 1.875 2 First Lien N N 0 No_PP 360 60 N 20360101 ADN1
GROUP I G01 73600 490.6666667 360 358 7.625 0 0 0.375 8 BRUNSWICK GA 31525 Single Family 73600 20060301 80.00 No MI 010003800000000000 2.25 20110201 13 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 475325.93 3410.12 360 358 7.375 0 0 0.375 7.75 WEST BLOOMFIELD MI 48322 Single Family 476000 20060301 70.00 No MI 100038000000000000 2.25 20110201 12.75 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 ADN1
GROUP II G01 444000 2543.75 360 358 6.5 0 0 0.375 6.875 CHICAGO IL 60622 2-4 Family 444000 20060301 80.00 No MI 100038000000000000 2.25 20110201 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G01 183900 1072.75 360 358 6.625 0 0 0.375 7 MESA AZ 85207 Single Family 183900 20060301 79.99 No MI 100038000000000000 2.25 20110201 12 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 552000 3335 360 358 6.875 0 0 0.375 7.25 CHICAGO IL 60015 Single Family 552000 20060301 80.00 No MI 100038000000000000 2.25 20110201 12.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G02 276000 1581.25 360 358 6.625 0 0 0.25 6.875 Palmdale CA 93552 Single Family 276000 20060301 80.00 No MI 100022000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G04 79000 427.9166667 360 352 6.125 0 0 0.375 6.5 Largo FL 33770 Condominium 79000 20050901 69.00 No MI 2.25 20150801 13 2 0 First Lien N Y 120 No_PP 360 120 N 20350801 ADN1
GROUP II G01 506000 3162.5 360 358 7.125 0 0 0.375 7.5 YORBA LINDA CA 92886 2-4 Family 506000 20060301 72.29 No MI 100038000000000000 2.25 20110201 12.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 499999.4 2968.746438 360 358 6.75 0 0 0.375 7.125 ELBURN IL 60119 Single Family 500000 20060301 80.00 No MI 100105000000000000 2.25 20110201 12.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 520000 2816.666667 360 358 6.125 0 0 0.375 6.5 SEAFORD NY 11783 Single Family 520000 20060301 80.00 No MI 100038000000000000 2.25 20110201 11.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 447930 2659.584375 360 359 6.75 0 0 0.375 7.125 FT. WASHINGTON MD 20744 PUD 447930 20060401 77.23 No MI 100038000000000000 2.25 20110301 12.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 ADN1
GROUP II G03 620000 3422.916667 360 358 6.25 0 0 0.375 6.625 HINGHAM MA 2043 Single Family 620000 20060301 56.36 No MI 010023100000000000 2.25 20110201 11.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G01 145025.68 921.5173417 360 358 7.25 0 0 0.375 7.625 MIAMI FL 33032 PUD 145050 20060301 79.97 No MI 100258000000000000 2.25 20110201 12.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 556600 3478.75 360 359 7.125 0 0 0.375 7.5 ASHBURN VA 20147 PUD 556600 20060401 79.97 No MI 100038000000000000 2.25 20110301 12.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 ADN1
GROUP II G01 452178.74 2863.27 360 358 6.125 0 0 0.375 6.5 LAWNDALE CA 90260 2-4 Family 453000 20060301 52.98 No MI 100038000000000000 2.25 20110201 11.5 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 ADN1
GROUP I G01 377659.13 2165.43 360 340 5.125 0 0 0.25 5.375 SANTA ROSA FL 32413 PUD 389000 20040901 49.55 No MI 100106000000000000 2.75 20060801 9.375 1.875 2 First Lien N N 0 No_PP 360 24 N 20340801 ADN1
GROUP II G03 600000 3125 360 358 5.875 0 0 0.375 6.25 MANHATTAN BEACH CA 90266 Single Family 600000 20060301 42.86 No MI 100302000000000000 2.25 20110201 11.25 2.5 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G02 436000 2725 360 358 7.125 0 0 0.375 7.5 BELL GARDENS CA 90201 2-4 Family 436000 20060301 80.00 No MI 100332000000000000 2.25 20110201 12.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G01 328000 1879.166667 360 359 6.625 0 0 0.25 6.875 San Bernardino CA 92404 Single Family 328000 20060401 72.89 No MI 100022000000000000 2.25 20110301 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 290267.68 1957.15 360 359 6.875 0 0 0.25 7.125 Concord CA 94521 Single Family 290500 20060401 70.00 No MI 100022000000000000 2.25 20110301 12.125 2 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 648000 3915 360 358 7 0 0 0.25 7.25 SAN LEANDRO CA 94577 2-4 Family 648000 20060301 80.00 No MI 100014000000000000 2.25 20090201 13.25 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 139299.05 884.9 360 355 6.25 0 0 0.25 6.5 VALLEY STREAM NY 11580 CO-OP 140000 20051201 80.00 No MI 100014000000000000 2.25 20121101 11.5 2 1 First Lien N N 0 No_PP 360 84 N 20351101 ADN1
GROUP I G01 1159000 6157.1875 360 352 6.125 0 0 0.25 6.375 SOMERS MT 59932 Single Family 1159000 20050901 74.77 No MI 100014000000000000 2.25 20080801 12.375 2 1 First Lien N Y 120 No_PP 360 36 N 20350801 ADN1
GROUP I G01 460700 2735.40625 360 358 6.875 0 0 0.25 7.125 TEMECULA CA 92562 Single Family 460700 20060301 80.00 No MI 100014000000000000 2.25 20090201 13.125 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 140699.99 806.0936927 360 358 6.625 0 0 0.25 6.875 MIAMI FL 33166 Condominium 140700 20060301 79.99 No MI 100014000000000000 2.5 20080201 12.875 2 1 First Lien N Y 120 Prepay 360 24 N 20360201 ADN1
GROUP I G01 248000 1601.666667 360 358 7.5 0 0 0.25 7.75 BAKERSFIELD CA 93308 Single Family 248000 20060301 80.00 No MI 100014000000000000 2.25 20090201 13.75 2.25 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 428000 2362.916667 360 356 6.375 0 0 0.25 6.625 TORRANCE CA 90502 Single Family 428000 20060101 80.00 No MI 100014000000000000 2.25 20081201 12.625 2 1 First Lien N Y 120 No_PP 360 36 N 20351201 ADN1
GROUP I G01 594823.8 3160.001438 360 358 6.125 0 0 0.25 6.375 SANTA CLARITA CA 91354 PUD 595200 20060301 79.99 No MI 100014000000000000 2.5 20080201 12.375 2 1 First Lien N Y 120 No_PP 360 24 N 20360201 ADN1
GROUP I G01 372000 2015 360 358 6.25 0 0 0.25 6.5 WINCHESTER CA 92596 Single Family 372000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.5 2.25 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 758000 4105.833333 360 357 6.25 0 0 0.25 6.5 EUGENE OR 97401 Single Family 758000 20060201 68.91 No MI 100014000000000000 2.25 20090101 12.5 2 1 First Lien N Y 120 Prepay 360 36 N 20360101 ADN1
GROUP II G01 171700 876.3854167 360 357 5.875 0 0 0.25 6.125 Chino Valley AZ 86323 PUD 171700 20060201 79.99 No MI 100022000000000000 2.25 20110101 11.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP I G01 292283.26 1955.99 360 353 6.75 0 0 0.25 7 JAMAICA NY 11434 Single Family 294000 20051001 80.00 No MI 100014000000000000 2.5 20070901 13 2 1 First Lien N N 0 Prepay 360 24 N 20350901 ADN1
GROUP II G02 227939.01 1044.720463 360 354 5.25 0 0 0.25 5.5 GRIDLEY CA 95948 Single Family 227950 20051101 79.99 No MI 100060000000000000 2.25 20101001 10.5 2.25 1 First Lien N Y 120 No_PP 360 60 N 20351001 ADN1
GROUP I G01 524999.98 3007.812385 360 358 6.625 0 0 0.25 6.875 SAN JOSE CA 95148 Single Family 525000 20060301 75.00 No MI 100014000000000000 2.25 20090201 12.875 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 184000 996.6666667 360 358 6.25 0 0 0.25 6.5 OLIVEHURST CA 95961 Single Family 184000 20060301 80.00 No MI 100014000000000000 2.5 20080201 12.5 2 1 First Lien N Y 120 No_PP 360 24 N 20360201 ADN1
GROUP I G01 527200 2910.583333 360 357 6.375 0 0 0.25 6.625 FREMONT CA 94555 Single Family 527200 20060201 80.00 No MI 100014000000000000 2.25 20090101 12.625 2.25 1 First Lien N Y 120 No_PP 360 36 N 20360101 ADN1
GROUP I G01 460000 2491.666667 360 358 6.25 0 0 0.25 6.5 SACRAMENTO CA 95835 Single Family 460000 20060301 77.97 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 523999.99 3165.833273 360 358 7 0 0 0.25 7.25 MILPITAS CA 95035 Single Family 524000 20060301 80.00 No MI 100014000000000000 2.25 20090201 13.25 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 576000 3300 360 358 6.625 0 0 0.25 6.875 TRACY CA 95377 Single Family 576000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.875 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP I G01 252000 1417.5 360 358 6.5 0 0 0.25 6.75 STOCKTON CA 95210 Single Family 252000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.75 2.25 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP II G04 432000 2385 360 358 6.375 0 0 0.25 6.625 MESA AZ 85212 PUD 432000 20060301 80.00 No MI 100014000000000000 2.25 20160201 11.625 2 1 First Lien N Y 120 Prepay 360 120 N 20360201 ADN1
GROUP II G01 316000 1711.666667 360 358 6.25 0 0 0.25 6.5 TRACY CA 95376 Single Family 316000 20060301 65.83 No MI 100014000000000000 2.25 20110201 11.5 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 ADN1
GROUP I G01 272999.99 1564.062443 360 358 6.625 0 0 0.25 6.875 BORING OR 97009 Single Family 273000 20060301 76.90 No MI 100014000000000000 2.25 20130201 11.875 2 1 First Lien N Y 120 Prepay 360 84 N 20360201 ADN1
GROUP I G01 352000 1906.666667 360 358 6.25 0 0 0.25 6.5 LOS BANOS CA 93635 Single Family 352000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.5 2 1 First Lien N Y 120 Prepay 360 36 N 20360201 ADN1
GROUP I G01 222500 1251.5625 360 358 6.5 0 0 0.25 6.75 FRESNO CA 93704 Single Family 224000 20060301 80.00 No MI 100014000000000000 2.25 20090201 12.75 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 ADN1
GROUP II G02 193869.89 1228.75 360 357 6.25 0 0 0.25 6.5 Capitol Heights MD 20743 PUD 194400 20060201 80.00 No MI 100022000000000000 2.25 20110101 11.5 2 2 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G02 296100 1696.40625 360 359 6.5 0 0 0.375 6.875 Surprise AZ 85379 PUD 296100 20060401 79.99 No MI 100189000000000000 2.25 20110301 11.875 2 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 403721.04 2255.75 360 350 5 0 0 0.25 5.25 MANCHESTER CENTER VT 5255 Single Family 408500 20050701 72.17 No MI 100106000000000000 2.75 20060601 11.25 2 2 First Lien N N 0 No_PP 360 12 N 20350601 ADN1
GROUP II G03 599942.5 2874.724479 360 354 5.375 0 0 0.375 5.75 HAUPPAUGE NY 11788 Single Family 600000 20051101 74.07 No MI 100038000000000000 2.25 20101001 10.75 2.5 2 First Lien N Y 60 No_PP 360 60 N 20351001 ADN1
GROUP II G03 430720.32 2732.12 360 357 6.125 0 0 0.375 6.5 SOUTH BOSTON MA 2127 Condominium 432250 20060201 65.00 No MI 100038000000000000 2.25 20110101 11.5 1.875 2 First Lien N N 0 No_PP 360 60 N 20360101 ADN1
GROUP II G03 597600 3299.25 360 356 6.25 0 0 0.375 6.625 REDWOOD SHORES CA 94065 PUD 597600 20060101 80.00 No MI 100038000000000000 2.25 20101201 11.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G03 545000 3008.854167 360 357 6.25 0 0 0.375 6.625 CARLSBAD CA 92011 PUD 545000 20060201 64.88 No MI 100038000000000000 2.25 20110101 11.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP I G01 160200 1101.375 360 356 7.875 0 0 0.375 8.25 TOWNSHIP OFVOORHEES NJ 8043 Condominium 160200 20060101 89.00 GE Capital MI 100285000000000000 2.25 20101201 13.25 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP I G01 539800 3542.4375 360 356 7.5 0 0 0.375 7.875 BREA CA 92821 Single Family 540000 20060101 80.00 No MI 100038000000000000 2.25 20101201 12.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G03 838800 4630.875 360 357 6.25 0 0 0.375 6.625 COHASSET MA 2025 Single Family 838800 20060201 60.00 No MI 010003800000000000 2.25 20110101 11.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP I G01 239400 1596 360 357 7.625 0 0 0.375 8 MILWAUKEE WI 53216 2-4 Family 239400 20060201 90.00 PMI 100038000000000000 2.25 20110101 13 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G01 648140.12 4002.16 360 357 5.875 0 0 0.375 6.25 LAKE FOREST CA 92630 2-4 Family 650000 20060201 59.09 No MI 100038000000000000 2.25 20110101 11.25 1.875 2 First Lien N N 0 No_PP 360 60 N 20360101 ADN1
GROUP II G01 197246.62 1284.22 360 356 6.375 0 0 0.375 6.75 CHICAGO IL 60644 2-4 Family 198000 20060101 75.00 No MI 100038000000000000 2.25 20101201 11.75 1.875 2 First Lien N N 0 No_PP 360 60 N 20351201 ADN1
GROUP II G03 648226.03 4108.44 360 357 6.125 0 0 0.375 6.5 ST. CHARLES IL 60175 Single Family 650000 20060201 50.98 No MI 100038000000000000 2.25 20110101 11.5 1.875 2 First Lien N N 0 No_PP 360 60 N 20360101 ADN1
GROUP II G03 480000 2650 360 356 6.25 0 0 0.375 6.625 AURORA CO 80016 PUD 480000 20060101 80.00 No MI 100038000000000000 2.25 20101201 11.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP I G01 384000 2560 360 357 7.625 0 0 0.375 8 DENVER CO 80209 Single Family 384000 20060201 79.83 No MI 100409000000000000 2.25 20110101 13 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 515962.83 3224.767688 360 357 7.125 0 0 0.375 7.5 BURSON CA 95225 Single Family 518500 20060201 78.56 No MI 100147000000000000 2.25 20110101 12.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 540000 3150 360 356 6.625 0 0 0.375 7 SURFSIDE FL 33154 Single Family 540000 20060101 80.00 No MI 100038000000000000 2.25 20101201 12 1.875 2 First Lien N Y 60 Prepay 360 60 N 20351201 ADN1
GROUP II G01 379148.64 2657.02 360 357 7.125 0 0 0.375 7.5 BELLMORE NY 11710 Single Family 380000 20060201 80.00 No MI 100038000000000000 2.25 20110101 12.5 1.875 2 First Lien N N 0 No_PP 360 60 N 20360101 ADN1
GROUP II G03 479999.5 3049.996823 360 357 7.25 0 0 0.375 7.625 HENDERSONVILLE NC 28739 Single Family 480000 20060201 80.00 No MI 010005900000000000 2.25 20110101 12.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 687975 4013.1875 360 357 6.625 0 0 0.375 7 HINSDALE IL 60521 PUD 690000 20060201 60.00 No MI 100160000000000000 2.25 20110101 12 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G01 129514.54 811.03 360 356 6 0 0 0.375 6.375 HUGHSON CA 95326 Single Family 130000 20060101 49.62 No MI 100147000000000000 2.25 20101201 11.375 1.875 2 First Lien N N 0 No_PP 360 60 N 20351201 ADN1
GROUP II G03 441000 2342.8125 360 357 6 0 0 0.375 6.375 SPRING LAKE NJ 7762 Single Family 441000 20060201 40.38 No MI 100038000000000000 2.25 20110101 11.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G01 94422.41 599.9757302 360 356 7.25 0 0 0.375 7.625 TRENTON NJ 8610 Single Family 94500 20060101 90.00 GE Capital MI 010007500000000000 2.25 20101201 12.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G03 445000 2503.125 360 357 6.375 0 0 0.375 6.75 SCOTTSDALE AZ 85254 Single Family 445000 20060201 69.97 No MI 100038000000000000 2.25 20110101 11.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 488000 2897.5 360 357 6.75 0 0 0.375 7.125 FONTANA CA 92336 Single Family 488000 20060201 80.00 No MI 100038000000000000 2.25 20110101 12.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP I G01 89767.73 660.02 360 357 7.625 0 0 0.375 8 COLUMBUS OH 43085 Condominium 89950 20060201 89.95 GE Capital MI 100146000000000000 2.25 20110101 13 1.875 2 First Lien N N 0 No_PP 360 60 N 20360101 ADN1
GROUP I G01 480000 3250 360 357 7.75 0 0 0.375 8.125 MIAMI FL 33131 Condominium 480000 20060201 80.00 No MI 100266000000000000 2.25 20110101 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 438000 2418.125 360 359 6.25 0 0 0.375 6.625 LAKE FOREST CA 92630 Single Family 438000 20060401 63.94 No MI 100038000000000000 2.25 20110301 11.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 ADN1
GROUP II G03 450400 2721.166667 360 357 6.875 0 0 0.375 7.25 GARDEN GROVE CA 92840 Single Family 450400 20060201 80.00 No MI 100038000000000000 2.25 20110101 12.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G01 330000 2028.125 360 358 7 0 0 0.375 7.375 FT. MYERS FL 33908 PUD 330000 20060301 70.21 No MI 100061000000000000 2.25 20110201 12.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G02 281357.54 1826.46 360 359 6.5 0 0 0.25 6.75 Mckinney TX 75070 PUD 281600 20060401 80.00 No MI 100022000000000000 2.25 20110301 11.75 1.875 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 416291.12 2211.546575 360 359 6.125 0 0 0.25 6.375 Hialeah FL 33018 Single Family 417000 20060401 66.19 No MI 100022000000000000 2.25 20110301 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 88314.08 537.13 360 359 5.875 0 0 0.25 6.125 Fort Myers FL 33916 Single Family 88400 20060401 65.00 No MI 100022000000000000 2.25 20110301 11.125 2 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 248000 1446.666667 360 359 6.75 0 0 0.25 7 Modesto CA 95358 Single Family 248000 20060401 80.00 No MI 100022000000000000 2.25 20110301 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 226000 1200.625 360 359 6 0 0 0.375 6.375 West Palm Beach FL 33413 Single Family 226000 20060401 80.00 No MI 100022000000000000 2.25 20090301 12.375 2 2 First Lien N Y 36 No_PP 360 36 N 20360301 AFL2
GROUP II G01 344000 2150 360 359 7.25 0 0 0.25 7.5 Milpitas CA 95035 PUD 344000 20060401 80.00 No MI 100022000000000000 2.25 20110301 12.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 323000 1581.354167 360 359 5.625 0 0 0.25 5.875 Canyon Country CA 91387 Condominium 323000 20060401 76.90 No MI 100022000000000000 2.25 20110301 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 297550 1797.697917 360 359 7 0 0 0.25 7.25 Chesterfield MO 63017 PUD 297550 20060401 79.99 No MI 100022000000000000 2.25 20110301 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 202000 1073.125 360 355 6 0 0 0.375 6.375 CHICAGO IL 60639 2-4 Family 202000 20051201 46.44 No MI 100038000000000000 2.25 20101101 11.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G03 705000 4039.0625 360 356 6.5 0 0 0.375 6.875 NORTH BERGEN NJ 7047 Condominium 705000 20060101 60.00 No MI 100038000000000000 2.25 20101201 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 92400 548.625 360 355 6.75 0 0 0.375 7.125 NEWPORT NEWS VA 23605 Single Family 92400 20051201 72.19 No MI 100151000000000000 2.25 20101101 12.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G03 444231.86 2644.18 360 354 5.5 0 0 0.375 5.875 LOWELL MA 1852 Single Family 447000 20051101 71.41 No MI 010005900000000000 3 20101001 11.875 1.875 2 First Lien N N 0 No_PP 360 60 N 20351001 ADN1
GROUP II G01 447877.39 2659.272003 360 356 6.75 0 0 0.375 7.125 BOSTON (EAST BOSTON) MA 2128 2-4 Family 448000 20060101 80.00 No MI 100210000000000000 2.25 20101201 12.125 2.625 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 394400 2136.333333 360 359 6.25 0 0 0.25 6.5 Sykesville MD 21784 Single Family 394400 20060401 80.00 No MI 100022000000000000 2.25 20110301 11.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G03 518311.62 3635.92 360 356 7.125 0 0 0.375 7.5 GARDENA CA 90247 Single Family 520000 20060101 74.29 No MI 100038000000000000 2.25 20101201 12.5 2 2 First Lien N N 0 No_PP 360 60 N 20351201 ADN1
GROUP II G03 899262.27 5987.73 360 359 6.75 0 0 0.25 7 Alexandria VA 22307 Single Family 900000 20060401 74.69 No MI 100022000000000000 2.25 20110301 12 1.875 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 353995.3 1733.10199 360 356 5.5 0 0 0.375 5.875 BRONX NY 10466 2-4 Family 354000 20060101 73.44 No MI 100164000000000000 2.25 20101201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 350000 1932.291667 360 359 6.375 0 0 0.25 6.625 Patterson CA 95363 Single Family 350000 20060401 78.65 No MI 100022000000000000 2.25 20110301 11.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G03 500000 2708.333333 360 356 6.125 0 0 0.375 6.5 DENVER CO 80218 Single Family 500000 20060101 80.00 No MI 100038000000000000 2.25 20101201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 80878.72 513.56 360 355 6.125 0 0 0.375 6.5 LAKELAND, FL33813 PUD 81250 20051201 67.15 No MI 100104000000000000 2.25 20101101 11.5 1.875 2 First Lien N N 0 Prepay 360 60 N 20351101 ADN1
GROUP II G01 80878.72 513.56 360 355 6.125 0 0 0.375 6.5 LAKELAND, FL33813 PUD 81250 20051201 67.15 No MI 100104000000000000 2.25 20101101 11.5 1.875 2 First Lien N N 0 Prepay 360 60 N 20351101 ADN1
GROUP II G01 230000 1126.041667 360 356 5.5 0 0 0.375 5.875 MONROVIA CA 91016 Single Family 230000 20060101 44.66 No MI 100302000000000000 2.25 20101201 10.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 148500 928.125 360 355 7.125 0 0 0.375 7.5 BONNEY LAKE WA 98390 Single Family 148500 20051201 90.00 GE Capital MI 100301000000000000 2.25 20101101 12.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G03 572000 3217.5 360 356 6.375 0 0 0.375 6.75 YONKERS NY 10705 Single Family 572000 20060101 80.00 No MI 100038000000000000 2.25 20101201 11.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G03 649007 4123.898646 360 356 7.25 0 0 0.375 7.625 LOS ALAMITOS AREA CA 90720 Single Family 649007 20060101 71.32 No MI 100038000000000000 2.25 20101201 12.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G03 630000 3740.625 360 359 6.75 0 0 0.375 7.125 FISHERS IN 46038 PUD 630000 20060401 74.12 No MI 010003800000000000 2.25 20110301 12.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 ADN1
GROUP II G03 515000 3111.458333 360 356 6.875 0 0 0.375 7.25 LEWES DE 19958 Single Family 515000 20060101 71.03 No MI 100038000000000000 2.25 20101201 12.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G02 217150 1221.46875 360 357 6.5 0 0 0.25 6.75 Mount Juliet TN 37122 PUD 217150 20060201 79.98 No MI 100022000000000000 2.25 20110101 11.75 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G02 224000 1400 360 357 7.25 0 0 0.25 7.5 Kissimmee FL 34758 PUD 224000 20060201 80.00 No MI 100022000000000000 2.25 20110101 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G02 244099.52 1507.28 360 357 6 0 0 0.25 6.25 Oxon Hill MD 20745 PUD 244800 20060201 80.00 No MI 100022000000000000 2.25 20110101 11.25 2 2 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G01 224800 1287.916667 360 357 6.625 0 0 0.25 6.875 Snoqualmie WA 98065 Condominium 224800 20060201 80.00 No MI 100022000000000000 2.25 20110101 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G01 185000 1040.625 360 357 6.5 0 0 0.25 6.75 Sacramento CA 95829 Single Family 185000 20060201 45.12 No MI 100022000000000000 2.25 20110101 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G01 109700.03 695.27 360 357 6.25 0 0 0.25 6.5 Batavia NY 14020 Single Family 110000 20060201 73.33 No MI 100022000000000000 2.25 20110101 11.5 2 2 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP II G03 468000 2681.25 360 354 6.625 0 0 0.25 6.875 Rosemead CA 91770 Single Family 468000 20051101 80.00 No MI 100022000000000000 2.25 20101001 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20351001 AFL2
GROUP II G03 446150 2741.963542 360 356 7 0 0 0.375 7.375 SAN DIEGO CA 92117 Single Family 446250 20060101 75.00 No MI 100038000000000000 2.25 20101201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G03 488466.94 2747.626538 360 356 6.375 0 0 0.375 6.75 CHULA VISTA CA 91910 Single Family 489000 20060101 75.00 No MI 100038000000000000 2.25 20101201 11.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 200000 1125 360 358 6.375 0 0 0.375 6.75 INDIO CA 92201 Single Family 200000 20060301 65.57 No MI 100038000000000000 2.25 20110201 11.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 475000 2473.958333 360 355 5.875 0 0 0.375 6.25 DANVERS MA 1923 Single Family 475000 20051201 60.90 No MI 010007000000000000 2.25 20101101 11.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G01 366000 1830 360 357 5.625 0 0 0.375 6 CONCORD MA 1742 2-4 Family 366000 20060201 30.50 No MI 010003800000000000 5 20110101 11 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G01 104000 650 360 356 7.125 0 0 0.375 7.5 PHILADELPHIA PA 19135 Single Family 104000 20060101 80.00 No MI 100087000000000000 2.25 20101201 12.5 4.625 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G03 460000 2827.083333 360 355 7 0 0 0.375 7.375 MODESTO CA 95355 Single Family 460000 20051201 80.00 No MI 100147000000000000 2.25 20101101 12.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G03 417597.63 2566.485434 360 355 7 0 0 0.375 7.375 CHICAGO IL 60630 Single Family 420000 20051201 80.00 No MI 100038000000000000 2.25 20101101 12.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G03 590000 3072.916667 360 356 5.875 0 0 0.375 6.25 FUQUAY VARINA NC 27526 Single Family 590000 20060101 69.41 No MI 010018900000000000 2.25 20101201 11.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 428800 2501.333333 360 357 6.75 0 0 0.25 7 Chicago IL 60618 2-4 Family 428800 20060201 80.00 No MI 100022000000000000 2.25 20110101 12 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G01 256000 1386.666667 360 357 6.25 0 0 0.25 6.5 Everett WA 98203 Single Family 256000 20060201 78.77 No MI 100022000000000000 2.25 20110101 11.5 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G01 174950 947.6458333 360 357 6.25 0 0 0.25 6.5 Saint Petersburg FL 33707 Single Family 174950 20060201 69.98 No MI 100022000000000000 2.25 20110101 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G02 183200 1068.666667 360 357 6.75 0 0 0.25 7 East Windsor CT 6088 Single Family 183200 20060201 80.00 No MI 100022000000000000 2.25 20110101 12 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G03 499999.99 2864.583276 360 357 6.625 0 0 0.25 6.875 Los Angeles CA 90041 Single Family 500000 20060201 78.13 No MI 100022000000000000 2.25 20110101 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G03 472000 2310.833333 360 356 5.5 0 0 0.375 5.875 GAINESVILLE VA 20155 PUD 472000 20060101 80.00 No MI 100038000000000000 2.75 20101201 10.875 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G03 745000 4035.416667 360 356 6.125 0 0 0.375 6.5 PHOENIX AZ 85018 Single Family 745000 20060101 54.18 No MI 100038000000000000 2.25 20101201 11.5 2.375 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 443377.75 2812.7 360 356 6.125 0 0 0.375 6.5 ROSEMEAD CA 91770 2-4 Family 445000 20060101 63.57 No MI 100038000000000000 2.25 20101201 11.5 1.875 2 First Lien N N 0 No_PP 360 60 N 20351201 ADN1
GROUP II G03 460114.04 3188.16 360 356 7 0 0 0.375 7.375 HAWTHORN WOODS IL 60047 Single Family 461600 20060101 80.00 No MI 100214000000000000 2.25 20101201 12.375 1.875 2 First Lien N N 0 No_PP 360 60 N 20351201 ADN1
GROUP II G03 510000 2709.375 360 356 6 0 0 0.375 6.375 DURANGO CO 81301 PUD 510000 20060101 64.97 No MI 100038000000000000 2.25 20101201 11.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP I G01 112319.2 737.09475 360 356 7.5 0 0 0.375 7.875 CALUMET CITY IL 60409 Single Family 112500 20060101 90.00 United Guaranty 100038000000000000 2.25 20101201 12.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 161000 872.0833333 360 356 6.125 0 0 0.375 6.5 ARVADA CO 80003 Single Family 161000 20060101 78.16 No MI 100038000000000000 2.25 20101201 11.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 372848.03 2518.02 360 357 6.75 0 0 0.375 7.125 SCITUATE MA 2066 Single Family 373750 20060201 65.00 No MI 100292000000000000 2.25 20110101 12.125 1.875 2 First Lien N N 0 No_PP 360 60 N 20360101 ADN1
GROUP II G01 143900 899.375 360 356 7.125 0 0 0.375 7.5 MIAMI FL 33196 Condominium 143900 20060101 79.99 No MI 100237000000000000 2.25 20101201 12.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 105000 590.625 360 356 6.375 0 0 0.375 6.75 YUMA AZ 85365 Single Family 105000 20060101 79.80 No MI 100130000000000000 2.25 20101201 11.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP I G01 532000 3491.25 360 356 7.5 0 0 0.375 7.875 MONTGOMERY VILLAGE MD 20886 PUD 532000 20060101 80.00 No MI 010024400000000000 2.25 20101201 12.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 227190 1419.9375 360 356 7.125 0 0 0.375 7.5 NEW SMYRNA BEACH FL 32168 PUD 227190 20060101 80.00 No MI 100038000000000000 2.25 20101201 12.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G03 596000 3228.333333 360 356 6.125 0 0 0.375 6.5 WINDERMERE FL 34786 Single Family 596000 20060101 80.00 No MI 100111000000000000 2.25 20101201 11.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP I G01 435400 2857.3125 360 357 7.5 0 0 0.375 7.875 GLENWOOD SPRINGS CO 81601 Single Family 435400 20060201 73.18 No MI 100038000000000000 2.25 20110101 12.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G01 135006.04 856.45 360 356 6.125 0 0 0.375 6.5 MOUNT PROSPECT IL 60056 Condominium 135500 20060101 77.43 No MI 100038000000000000 2.25 20101201 11.5 1.875 2 First Lien N N 0 No_PP 360 60 N 20351201 ADN1
GROUP II G03 472000 2802.5 360 356 6.75 0 0 0.375 7.125 ALEXANDRIA VA 22304 Condominium 472000 20060101 80.00 No MI 100038000000000000 2.25 20101201 12.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 485369.46 3401.68 360 357 7.125 0 0 0.375 7.5 DORCHESTER MA 2121 2-4 Family 486500 20060201 73.27 No MI 100038000000000000 2.25 20110101 12.5 1.875 2 First Lien N N 0 No_PP 360 60 N 20360101 ADN1
GROUP II G03 584756.99 3350.170255 360 358 6.5 0 0 0.375 6.875 WOODBRIDGE VA 22193 Single Family 585000 20060301 78.00 No MI 100038000000000000 2.25 20110201 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G01 320000 1666.666667 360 357 5.875 0 0 0.375 6.25 SAN DIEGO CA 92113 2-4 Family 320000 20060201 55.65 No MI 100038000000000000 2.25 20110101 11.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 747801.95 4557.08 360 357 5.75 0 0 0.375 6.125 CARLSBAD CA 92009 PUD 750000 20060201 60.00 No MI 100038000000000000 2.25 20110101 11.125 1.875 2 First Lien N N 0 No_PP 360 60 N 20360101 ADN1
GROUP II G01 257000 1365.3125 360 358 6.125 0 0 0.25 6.375 New Haven CT 6512 Single Family 257000 20060301 78.12 No MI 100022000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 303200 1516 360 358 5.75 0 0 0.25 6 Lake Stevens WA 98258 Single Family 303200 20060301 80.00 No MI 100022000000000000 2.25 20110201 11 2 2 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 127972 799.825 360 357 7.125 0 0 0.375 7.5 WOODHAVEN MI 48183 Condominium 127972 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.5 2 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 459928.82 2874.555125 360 357 7.125 0 0 0.375 7.5 LAS VEGAS NV 89131 PUD 460538 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 158600 875.6041667 360 358 6.25 0 0 0.375 6.625 North Port FL 34287 Single Family 158600 20060301 62.20 No MI 100418000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 300000 1812.5 360 357 6.875 0 0 0.375 7.25 Surprise AZ 85379 PUD 300000 20060201 79.73 No MI 100189000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G02 134264 769.2208333 360 357 6.5 0 0 0.375 6.875 RIVERVIEW FL 33569 PUD 134264 20060201 80.00 No MI 100057000000000000 2.25 20110101 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 553863.4 2538.540583 360 352 5.125 0 0 0.375 5.5 CHARLOTTE NC 28203 Single Family 557200 20050901 80.00 No MI 010013400000000000 2.25 20100801 10.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20350801 ADN1
GROUP II G03 460000 2300 360 357 5.625 0 0 0.375 6 FONTANA CA 92336 Single Family 460000 20060201 80.00 No MI 100038000000000000 2.25 20110101 11 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G04 650000 3588.541667 360 359 6.375 0 0 0.25 6.625 Teaneck NJ 7666 Single Family 650000 20060401 53.50 No MI 100022000000000000 2.25 20160301 11.625 1.875 2 First Lien N Y 120 No_PP 360 120 N 20360301 AFL2
GROUP II G03 540000 3375 360 354 7.125 0 0 0.375 7.5 LAS VEGAS NV 89128 Single Family 540000 20051101 79.41 No MI 100038000000000000 2.25 20101001 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20351001 ADN1
GROUP II G03 443992 2358.7075 360 356 6 0 0 0.375 6.375 FONTANA CA 92336 PUD 443992 20060101 79.04 No MI 100038000000000000 2.25 20101201 11.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 119766.77 686.1637865 360 355 6.5 0 0 0.375 6.875 CLERMONT FL 34711 Single Family 120000 20051201 79.47 No MI 100038000000000000 2.25 20101101 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G01 146970 903.253125 360 354 7 0 0 0.375 7.375 MIAMI FL 33125 Condominium 146970 20051101 90.00 PMI 100266000000000000 2.25 20101001 12.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351001 ADN1
GROUP II G01 221000 1058.958333 360 355 5.375 0 0 0.375 5.75 FRANKLIN MA 2056 Single Family 221000 20051201 65.00 No MI 100235000000000000 2.25 20101101 10.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G03 624999.99 3450.520778 360 355 6.25 0 0 0.375 6.625 FALLBROOK CA 92028 Single Family 625000 20051201 78.73 No MI 100038000000000000 2.25 20101101 11.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G03 630000 3084.375 360 355 5.5 0 0 0.375 5.875 MASSAPEQUA NY 11758 Single Family 630000 20051201 77.54 No MI 100038000000000000 2.25 20101101 10.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G03 445500 2598.75 360 354 6.625 0 0 0.375 7 MIAMI BEACH FL 33139 Condominium 445500 20051101 90.00 PMI 100266000000000000 2.25 20101001 12 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351001 ADN1
GROUP II G03 435000 2401.5625 360 356 6.25 0 0 0.375 6.625 LIVERMORE CA 94550 Single Family 435000 20060101 59.18 No MI 100332000000000000 2.25 20101201 11.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 269500 1347.5 360 355 5.625 0 0 0.375 6 LAWRENCE MA 1841 2-4 Family 269500 20051201 70.00 No MI 010003800000000000 2.25 20101101 11 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G03 700000 3645.833333 360 355 5.875 0 0 0.375 6.25 NAPLES FL 34108 Condominium 800000 20051201 57.14 No MI 100292000000000000 2.25 20101101 11.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G03 434000 2260.416667 360 357 5.875 0 0 0.375 6.25 JACKSONVILLE BEACH FL 32250 Single Family 434000 20060201 36.14 No MI 100038000000000000 2.25 20110101 11.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 450000 2390.625 360 357 6 0 0 0.375 6.375 NEW YORK NY 10003 Condominium 450000 20060201 30.00 No MI 100231000000000000 2.25 20110101 11.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 624000 3510 360 356 6.375 0 0 0.375 6.75 CORAL GABLES FL 33146 Single Family 624000 20060101 80.00 No MI 100038000000000000 2.25 20101201 11.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP I G01 649552.67 4712.96 360 359 7.625 0 0 0.25 7.875 Wilmette IL 60091 Single Family 650000 20060401 50.00 No MI 100022000000000000 2.25 20110301 12.875 1.875 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G03 446750.61 2559.508703 360 355 6.5 0 0 0.375 6.875 AMITYVILLE NY 11701 Single Family 448000 20051201 80.00 No MI 100038000000000000 2.25 20101101 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G03 448000 2660 360 355 6.75 0 0 0.375 7.125 GLEN ELLYN IL 60137 Single Family 448000 20051201 32.58 No MI 100038000000000000 2.25 20101101 12.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G01 359100 2244.375 360 357 7.125 0 0 0.375 7.5 CORAL SPRINGS FL 33065 2-4 Family 359100 20060201 90.00 United Guaranty 100038000000000000 2.25 20110101 12.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 500000 2447.916667 360 355 5.5 0 0 0.375 5.875 KENILWORTH IL 60043 Single Family 500000 20051201 57.47 No MI 100294000000000000 2.25 20101101 10.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G03 644000 3488.333333 360 356 6.125 0 0 0.375 6.5 MERRICK NY 11566 Single Family 644000 20060101 80.00 No MI 100038000000000000 2.25 20101201 11.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 64900 365.0625 360 356 6.375 0 0 0.375 6.75 BALTIMORE MD 21206 Townhouse 64900 20060101 64.96 No MI 100038000000000000 2.25 20101201 11.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 225000 1054.6875 360 355 5.25 0 0 0.375 5.625 WASHINGTON DC 20002 2-4 Family 225000 20051201 33.09 No MI 100038000000000000 2.25 20101101 10.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G03 507593.63 3608.01 360 356 7.25 0 0 0.375 7.625 AZUSA CA 91702 PUD 509755 20060101 71.29 No MI 100038000000000000 2.25 20101201 12.625 1.875 2 First Lien N N 0 No_PP 360 60 N 20351201 ADN1
GROUP II G03 484000 2621.666667 360 356 6.125 0 0 0.375 6.5 SAN DIEGO CA 92131 PUD 484000 20060101 63.68 No MI 100038000000000000 2.25 20101201 11.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G03 622400 3241.666667 360 355 5.875 0 0 0.375 6.25 WANTAGH, NY11793 Single Family 622400 20051201 80.00 No MI 100038000000000000 2.25 20101101 11.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP I G01 115208.55 856.55 360 358 7.75 0 0 0.375 8.125 LARGO FL 33771 Single Family 115360 20060301 80.00 No MI 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G02 348800 2216.333333 360 358 7.25 0 0 0.375 7.625 QUEEN CREEK AZ 85242 Single Family 348800 20060301 80.00 No MI 100085000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP I G01 126400 816.3333333 360 358 7.375 0 0 0.375 7.75 TAMPA FL 33614 Condominium 126400 20060301 80.00 No MI 2.25 20110201 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 77083.32 559.76 360 358 7.5 0 0 0.375 7.875 INDIANAPOLIS IN 46224 2-4 Family 77200 20060301 80.00 No MI 2.25 20110201 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G01 168000 1067.5 360 358 7.25 0 0 0.375 7.625 PARIS TX 75462 Single Family 168000 20060301 80.00 No MI 2.25 20110201 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 515500 3329.270833 360 358 7.375 0 0 0.375 7.75 RENO NV 89523 PUD 515500 20060301 79.99 No MI 2.25 20110201 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 132000 838.75 360 358 7.25 0 0 0.375 7.625 LAKEWOOD CO 80226 Single Family 132000 20060301 80.00 No MI 2.25 20090201 13.625 1.875 1 First Lien N Y 36 No_PP 360 36 N 20360201 ALT1
GROUP II G02 200000 1250 360 358 7.25 0 0 0.25 7.5 Tamarac FL 33319 PUD 200000 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.5 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G03 467000 2724.166667 360 358 6.75 0 0 0.25 7 O Fallon MO 63368 Single Family 467000 20060301 79.83 No MI 100022000000000000 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 976906.64 4631.16 360 345 3.5 0 0 0.25 3.75 MARCO ISLAND FL 34145 Condominium 1000000 20050201 66.67 No MI 100106000000000000 2.75 20070101 9.75 2 2 First Lien N N 0 No_PP 360 24 N 20350101 ADN1
GROUP I G01 60496 409.6083333 360 358 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 60496 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.125 2.5 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 58948.99 399.1337865 360 358 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 58949 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 70707 478.7453125 360 358 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 70707 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G01 177750 981.328125 360 358 6.25 0 0 0.375 6.625 LEVITTOWN PA 19055 Single Family 177750 20060301 75.00 No MI 100038000000000000 2.25 20110201 11.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 401396.11 2299.55 360 352 5.25 0 0 0.25 5.5 WELLESLEY MA 2482 Single Family 405000 20050901 90.00 No MI 100106000000000000 2.75 20060801 11.5 1.875 2 First Lien N N 0 No_PP 360 12 N 20350801 ADN1
GROUP II G03 638000 3655.208333 360 358 6.625 0 0 0.25 6.875 Ventura CA 93003 Single Family 638000 20060301 77.80 No MI 100022000000000000 2.25 20110201 11.875 2.5 2 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G03 679999.98 4108.333213 360 358 6.875 0 0 0.375 7.25 KAPOLEI HI 96707 PUD 680000 20060301 77.71 No MI 100038000000000000 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 73506.99 497.7035781 360 358 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 73507 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 92876 628.8479167 360 358 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 92876 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.125 3.375 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G01 249999.99 1432.291609 360 358 6.5 0 0 0.375 6.875 GILBERT AZ 85297 PUD 250000 20060301 66.67 No MI 100038000000000000 2.25 20110201 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G01 249999.99 1432.291609 360 358 6.5 0 0 0.375 6.875 GILBERT AZ 85297 PUD 250000 20060301 66.67 No MI 100038000000000000 2.25 20110201 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 96907.99 646.0532667 360 358 7.625 0 0 0.375 8 LEAGUE CITY TX 77573 Condominium 96908 20060301 70.00 No MI 100038000000000000 2.25 20110201 13 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 67192.99 447.9532667 360 358 7.625 0 0 0.375 8 LEAGUE CITY TX 77573 Condominium 67193 20060301 70.00 No MI 100038000000000000 2.25 20110201 13 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 480000 2850 360 359 6.75 0 0 0.375 7.125 LAGRANGEVILLE NY 12540 Single Family 480000 20060401 80.00 No MI 100038000000000000 2.25 20110301 12.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 ADN1
GROUP II G01 239700 1373.28125 360 356 6.625 0 0 0.25 6.875 Egg Harbor Twp NJ 8234 Single Family 239700 20060101 79.99 No MI 100022000000000000 2.25 20101201 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 AFL2
GROUP I G01 62548 416.9866667 360 358 7.625 0 0 0.375 8 LEAGUE CITY TX 77573 Condominium 62548 20060301 70.00 No MI 100038000000000000 2.25 20110201 13 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 508799.99 2914.999943 360 358 6.5 0 0 0.375 6.875 SAN JOSE CA 95129 Single Family 508800 20060301 80.00 No MI 100038000000000000 2.25 20110201 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 261000 1767.1875 360 358 7.75 0 0 0.375 8.125 PORTLAND ME 4103 2-4 Family 261000 20060301 90.00 GE Capital MI 100038000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 909999.99 5308.333275 360 359 6.625 0 0 0.375 7 CEDAR HILL TX 75104 PUD 910000 20060401 65.00 No MI 100038000000000000 2.25 20110301 12 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 ADN1
GROUP II G03 519200 2920.5 360 359 6.375 0 0 0.375 6.75 SAN JOSE CA 95128 Single Family 519200 20060401 80.00 No MI 100038000000000000 2.25 20110301 11.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 ADN1
GROUP I G01 175675.99 1171.173267 360 358 7.625 0 0 0.375 8 WINFIELD MO 63389 PUD 175676 20060301 90.00 PMI 100038000000000000 2.25 20110201 13 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 544999.99 2952.083279 360 358 6.125 0 0 0.375 6.5 KILLINGTON VT 5751 Single Family 545000 20060301 57.34 No MI 100038000000000000 2.25 20110201 11.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G01 159728.47 1051.09 360 358 6.5 0 0 0.375 6.875 FALL RIVER MA 2721 2-4 Family 160000 20060301 58.18 No MI 010003800000000000 2.25 20110201 11.875 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 ADN1
GROUP II G01 266500 1526.822917 360 356 6.625 0 0 0.25 6.875 Scottsdale AZ 85260 PUD 266500 20060101 65.00 No MI 100419000000000000 2.25 20101201 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 AFL2
GROUP I G01 752000 4856.666667 360 359 7.375 0 0 0.375 7.75 CEDAR HILL TX 75104 PUD 752000 20060401 80.00 No MI 100038000000000000 2.25 20110301 12.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 ADN1
GROUP II G01 250000 1406.25 360 359 6.375 0 0 0.375 6.75 COLORADO SPRINGS CO 80908 Single Family 250000 20060401 55.56 No MI 100038000000000000 2.25 20110301 11.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 ADN1
GROUP I G01 519999.99 3358.333269 360 359 7.375 0 0 0.375 7.75 CEDAR HILL TX 75115 PUD 520000 20060401 80.00 No MI 100038000000000000 2.25 20110301 12.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 ADN1
GROUP II G01 107237 709.48 360 352 6.5 0 0 0.375 6.875 ATLANTA GA 30349 Single Family 108000 20050901 90.00 GE Capital MI 010037700000000000 2.25 20100801 11.875 1.875 2 First Lien N N 0 No_PP 360 60 N 20350801 ADN1
GROUP II G02 293344.82 1711.178117 360 358 6.75 0 0 0.25 7 CHICAGO IL 60644 2-4 Family 295200 20060301 80.00 No MI 2.25 20110201 12 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 121600 798 360 358 7.5 0 0 0.375 7.875 HYATTSVILLE MD 20783 Condominium 121600 20060301 80.00 No MI 2.25 20110201 12.875 2 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G02 236000 1229.166667 360 358 6 0 0 0.25 6.25 Clermont FL 34711 PUD 236000 20060301 80.00 No MI 100022000000000000 2.25 20110201 11.25 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 180000 1218.75 360 358 7.75 0 0 0.375 8.125 CAPE CORAL FL 33991 Single Family 180000 20060301 80.00 No MI 2.25 20110201 13.125 2 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 188000 1077.083333 360 358 6.5 0 0 0.375 6.875 AVONDALE AZ 85323 PUD 188000 20060301 80.00 No MI 2.25 20110201 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 63505.28 444.71 360 358 7.125 0 0 0.375 7.5 REIDSVILLE NC 27320 Single Family 63600 20060301 80.00 No MI 100085000000000000 2.25 20090201 13.5 1.875 1 First Lien N N 0 No_PP 360 36 N 20360201 ALT1
GROUP II G02 316678.65 2031.33 360 358 6.375 0 0 0.25 6.625 Central Islip NY 11722 Single Family 317240 20060301 80.00 No MI 100022000000000000 2.25 20110201 11.625 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 133600 862.8333333 360 358 7.375 0 0 0.375 7.75 ALBUQUERQUE NM 87109 Single Family 133600 20060301 80.00 No MI 100085000000000000 2.25 20110201 12.75 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP I G01 59921.23 445.5 360 358 7.75 0 0 0.375 8.125 CLEARFIELD UT 84015 Single Family 60000 20060301 76.43 No MI 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G02 183689.97 1208.74 360 358 6.625 0 0 0.25 6.875 CICERO IL 60804 Single Family 184000 20060301 80.00 No MI 2.25 20110201 11.875 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G02 250400 1538.916667 360 358 7.125 0 0 0.25 7.375 CICERO IL 60804 2-4 Family 250400 20060301 80.00 No MI 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 159743.36 1077.94 360 358 6.875 0 0 0.25 7.125 BROOKFIELD IL 60513 Single Family 160000 20060301 80.00 No MI 2.25 20110201 12.125 2 2 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 526400 3509.333333 360 358 7.75 0 0 0.25 8 CHICAGO IL 60634 2-4 Family 526400 20060301 80.00 No MI 2.25 20110201 13 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G02 122208.46 834.98 360 358 7 0 0 0.25 7.25 NORTHLAKE IL 60164 Condominium 122400 20060301 80.00 No MI 2.25 20110201 12.25 2 2 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G02 109600 685 360 358 7.25 0 0 0.25 7.5 CHICAGO RIDGE IL 60415 Condominium 109600 20060301 80.00 No MI 2.25 20110201 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 728000 4929.166667 360 358 7.75 0 0 0.375 8.125 THOUSAND OAKS CA 91361 PUD 728000 20060301 80.00 No MI 100085000000000000 2.25 20110201 13.125 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP I G01 132720 884.8 360 358 7.625 0 0 0.375 8 KINGMAN AZ 86401 Single Family 132720 20060301 80.00 No MI 2.25 20110201 13 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 383456.19 2751.03 360 358 7.375 0 0 0.375 7.75 HENDERSON NV 89052 PUD 384000 20060301 80.00 No MI 2.25 20110201 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G03 447200 2515.5 360 356 6.5 0 0 0.25 6.75 Campbell CA 95008 PUD 447200 20060101 78.59 No MI 100022000000000000 2.25 20101201 11.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 AFL2
GROUP II G01 263335.48 1734.3 360 358 6.625 0 0 0.25 6.875 Park Ridge IL 60068 Condominium 264000 20060301 78.81 No MI 100022000000000000 2.25 20110201 11.875 2 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 183360 1069.6 360 358 6.625 0 0 0.375 7 SARATOGA SPRINGS UT 84043 Single Family 183360 20060301 80.00 No MI 2.25 20110201 12 2 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G02 288425 1922.06 360 358 6.625 0 0 0.375 7 VICTORVILLE CA 92394 Single Family 288900 20060301 79.99 No MI 2.25 20110201 12 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G01 142944.08 670.050375 360 358 5.375 0 0 0.25 5.625 Poughkeepsie NY 12601 Single Family 143000 20060301 65.00 No MI 100022000000000000 2.25 20110201 10.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 176237.37 1294.92 360 358 7.625 0 0 0.375 8 SACRAMENTO CA 95842 Single Family 176475 20060301 65.00 No MI 2.25 20110201 13 2 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G03 575820 3598.875 360 358 7.25 0 0 0.25 7.5 Warrenton VA 20186 Single Family 576000 20060301 80.00 No MI 100023000000000000 2.25 20110201 12.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 140210.95 1030.21 360 358 7.625 0 0 0.375 8 BOISE ID 83709 PUD 140400 20060301 80.00 No MI 2.25 20110201 13 2 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G02 150400 908.6666667 360 359 7 0 0 0.25 7.25 PLAINFIELD IL 60544 Condominium 150400 20060401 80.00 No MI 2.25 20110301 12.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 ALT1
GROUP II G02 186852.32 1167.88 360 358 6.125 0 0 0.25 6.375 CHICAGO IL 60629 Single Family 187200 20060301 80.00 No MI 2.25 20110201 11.375 2 2 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 92000 498.3333333 360 358 6.25 0 0 0.25 6.5 CREST HILL IL 60435 Single Family 92000 20060301 80.00 No MI 2.25 20090201 12.5 2 2 First Lien N Y 36 No_PP 360 36 N 20360201 ALT1
GROUP I G01 194030.14 1196.95 360 358 6 0 0 0.25 6.25 CHICAGO IL 60632 Single Family 194400 20060301 80.00 No MI 2.25 20090201 12.25 2 2 First Lien N N 0 No_PP 360 36 N 20360201 ALT1
GROUP II G02 111998.91 606.6607625 360 358 6.25 0 0 0.25 6.5 MIDLOTHIAN IL 60445 Condominium 112000 20060301 80.00 No MI 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G02 162000 911.25 360 359 6.5 0 0 0.25 6.75 CHICAGO IL 60605 Condominium 162000 20060401 80.00 No MI 2.25 20110301 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 ALT1
GROUP II G01 340000 2018.75 360 358 6.875 0 0 0.25 7.125 OSWEGO IL 60543 Single Family 340000 20060301 80.00 No MI 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G02 231579.42 1466.39 360 358 6.25 0 0 0.25 6.5 SUMMIT ARGO IL 60501 2-4 Family 232000 20060301 80.00 No MI 2.25 20110201 11.5 2 2 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G01 348397.27 2270.1 360 357 6.5 0 0 0.25 6.75 Patterson CA 95363 Single Family 350000 20060201 42.42 No MI 100022000000000000 2.25 20110101 11.75 2 2 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP I G01 140000 904.1666667 360 358 7.375 0 0 0.375 7.75 MATTESON IL 60443 Single Family 140000 20060301 80.00 No MI 2.25 20110201 12.75 2 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 165600 1000.5 360 358 6.875 0 0 0.375 7.25 MESA AZ 85207 Single Family 165600 20060301 80.00 No MI 2.25 20110201 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 162400 1099.583333 360 358 7.75 0 0 0.375 8.125 SCOTTSDALE AZ 85260 Condominium 162400 20060301 80.00 No MI 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 165600 1121.25 360 358 7.75 0 0 0.375 8.125 PEORIA AZ 85345 Single Family 165600 20060301 80.00 No MI 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 108800 702.6666667 360 358 7.375 0 0 0.375 7.75 ALBUQUERQUE NM 87121 Single Family 108800 20060301 80.00 No MI 100085000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP II G01 145000 830.7291667 360 358 6.625 0 0 0.25 6.875 Suitland MD 20746 Single Family 145000 20060301 45.60 No MI 100022000000000000 2.25 20110201 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 527200 3569.583333 360 358 7.75 0 0 0.375 8.125 ORLANDO FL 32804 Single Family 527200 20060301 80.00 No MI 2.25 20110201 13.125 2 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G03 656000 3416.666667 360 358 6 0 0 0.25 6.25 Stevenson Ranch CA 91381 Single Family 656000 20060301 80.00 No MI 100022000000000000 2.25 20110201 11.25 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 82286.21 597.46 360 358 7.5 0 0 0.375 7.875 EDMOND OK 73003 Single Family 82400 20060301 80.00 No MI 100085000000000000 2.25 20110201 12.875 2 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 220320 1468.8 360 358 7.625 0 0 0.375 8 SARASOTA FL 34238 Condominium 220320 20060301 80.00 No MI 2.25 20110201 13 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G02 219579 1326.623125 360 358 6.875 0 0 0.375 7.25 PHOENIX AZ 85004 Condominium 219579 20060301 80.00 No MI 2.25 20110201 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 268500 1510.3125 360 358 6.5 0 0 0.25 6.75 Fort Myers FL 33919 Single Family 268500 20060301 77.83 No MI 100022000000000000 2.25 20110201 11.75 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 176800 1105 360 358 7.125 0 0 0.375 7.5 LAS VEGAS NV 89106 PUD 176800 20060301 80.00 No MI 2.25 20110201 12.5 2 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 112000 746.6666667 360 358 7.625 0 0 0.375 8 NAMPA ID 83686 PUD 112000 20060301 80.00 No MI 2.25 20110201 13 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G03 650000 3656.25 360 356 6.375 0 0 0.375 6.75 WHITTIER CA 90601 Single Family 650000 20060101 77.39 No MI 100146000000000000 2.25 20101201 11.75 1.875 2 First Lien N Y 60 Prepay 360 60 N 20351201 ADN1
GROUP I G01 62080 426.8 360 357 7.875 0 0 0.375 8.25 GRAND RAPIDS MI 49506 Single Family 62080 20060201 80.00 No MI 100085000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 215200 1479.5 360 357 7.875 0 0 0.375 8.25 HENDERSON NV 89044 PUD 215200 20060201 80.00 No MI 2.25 20110101 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G01 151847.18 1076.33 360 358 7.25 0 0 0.375 7.625 AYLETT VA 23009 PUD 152068 20060301 80.00 No MI 2.25 20110201 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 124160.37 934.58 360 357 7.875 0 0 0.375 8.25 INDIANAPOLIS IN 46234 PUD 124400 20060201 80.00 No MI 2.25 20110101 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 149899.61 1030.559819 360 357 7.875 0 0 0.375 8.25 KISSIMMEE FL 34759 PUD 150320 20060201 80.00 No MI 2.25 20110101 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 236000 1622.5 360 357 7.875 0 0 0.375 8.25 DALLAS TX 75206 Single Family 236000 20060201 80.00 No MI 2.25 20110101 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 134532 868.8525 360 357 7.375 0 0 0.375 7.75 MONUMENT CO 80132 PUD 134532 20060201 80.00 No MI 2.25 20110101 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 125600 850.4166667 360 357 7.75 0 0 0.375 8.125 SUN CITY AZ 85351 PUD 125600 20060201 80.00 No MI 2.25 20110101 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 79960 524.7375 360 358 7.5 0 0 0.375 7.875 RICHMOND VA 23224 Single Family 79960 20060301 80.00 No MI 2.25 20110201 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 183400 1127.145833 360 358 7 0 0 0.375 7.375 QUEEN CREEK AZ 85243 PUD 183400 20060301 70.00 No MI 2.25 20110201 12.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 125600 824.25 360 357 7.5 0 0 0.375 7.875 ALBUQUERQUE NM 87110 Single Family 125600 20060201 80.00 No MI 100085000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 103600 690.6666667 360 358 7.625 0 0 0.375 8 LIBERTY NC 27298 Single Family 103600 20060301 80.00 No MI 2.25 20110201 13 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 172200 1076.25 360 358 7.125 0 0 0.375 7.5 MURRIETA CA 92562 Condominium 172200 20060301 64.98 No MI 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 64000 426.6666667 360 358 7.625 0 0 0.375 8 CHARLOTTE NC 28205 Single Family 64000 20060301 80.00 No MI 2.25 20090201 14 1.875 1 First Lien N Y 36 No_PP 360 36 N 20360201 ALT1
GROUP I G01 180000 1218.75 360 358 7.75 0 0 0.375 8.125 HOFFMAN ESTATES IL 60195 Single Family 180000 20060301 80.00 No MI 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 111920 722.8166667 360 358 7.375 0 0 0.375 7.75 BOISE ID 83705 Single Family 111920 20060301 80.00 No MI 2.25 20110201 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G03 720000 4050 360 358 6.5 0 0 0.25 6.75 HINSDALE IL 60521 Single Family 720000 20060301 80.00 No MI 2.25 20110201 11.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 138400 922.6666667 360 359 7.75 0 0 0.25 8 GLENDALE HEIGHTS IL 60139 Condominium 138400 20060401 80.00 No MI 2.25 20090301 14 2 2 First Lien N Y 36 No_PP 360 36 N 20360301 ALT1
GROUP II G02 223038.62 1324.291806 360 358 6.875 0 0 0.25 7.125 OAK LAWN IL 60453 2-4 Family 223200 20060301 80.00 No MI 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 319961.89 1666.468177 360 358 6 0 0 0.25 6.25 CHICAGO IL 60655 Single Family 320000 20060301 80.00 No MI 2.25 20090201 12.25 2 2 First Lien N Y 36 No_PP 360 36 N 20360201 ALT1
GROUP I G01 276800 1470.5 360 358 6.125 0 0 0.25 6.375 MOUNT PROSPECT IL 60056 Single Family 276800 20060301 80.00 No MI 2.25 20090201 12.375 2 2 First Lien N Y 36 No_PP 360 36 N 20360201 ALT1
GROUP II G02 219400.15 1390.54 360 357 6.25 0 0 0.25 6.5 CICERO IL 60804 2-4 Family 220000 20060201 80.00 No MI 2.25 20110101 11.5 2 2 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G02 166000 985.625 360 358 6.875 0 0 0.25 7.125 OAK LAWN IL 60453 Single Family 166000 20060301 80.00 No MI 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 115759.93 840.5 360 358 7.625 0 0 0.25 7.875 WEST ALLIS WI 53214 2-4 Family 115920 20060301 80.00 No MI 2.25 20090201 13.875 2 2 First Lien N N 0 No_PP 360 36 N 20360201 ALT1
GROUP I G01 121600 785.3333333 360 358 7.375 0 0 0.375 7.75 BALTIMORE MD 21224 Single Family 121600 20060301 80.00 No MI 100085000000000000 2.25 20110201 12.75 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP I G01 258750 1751.953125 360 358 7.75 0 0 0.375 8.125 GILBERT AZ 85233 PUD 258750 20060301 75.00 No MI 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 52000 346.6666667 360 357 7.625 0 0 0.375 8 EMMETT ID 83617 Single Family 52000 20060201 80.00 No MI 2.25 20110101 13 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 129829.34 965.25 360 358 7.75 0 0 0.375 8.125 BALTIMORE MD 21224 Single Family 130000 20060301 80.00 No MI 100085000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 273600 1767 360 358 7.375 0 0 0.375 7.75 SAN JOSE CA 95127 Condominium 273600 20060301 80.00 No MI 2.25 20110201 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 83200 554.6666667 360 358 7.625 0 0 0.375 8 BATTLE CREEK MI 49014 2-4 Family 83200 20060301 79.62 No MI 2.25 20110201 13 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 267629.91 1943.19 360 358 7.5 0 0 0.375 7.875 SURPRISE AZ 85379 PUD 268000 20060301 80.00 No MI 2.25 20110201 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G02 70000 444.7916667 360 357 7.25 0 0 0.375 7.625 DEARBORN MI 48126 Single Family 70000 20060201 80.00 No MI 100085000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 237800 1288.083333 360 358 6.125 0 0 0.375 6.5 LINTHICUM HEIGHTS MD 21090 Single Family 238000 20060301 80.00 No MI 2.25 20110201 11.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 90171.5 600.9 360 358 6.75 0 0 0.25 7 PALATINE IL 60074 Condominium 90320 20060301 80.00 No MI 2.25 20090201 13 1.875 2 First Lien N N 0 No_PP 360 36 N 20360201 ALT1
GROUP II G01 399342.35 2661.2 360 358 6.75 0 0 0.25 7 SOUTH BARRINGTON IL 60010 Single Family 400000 20060301 57.14 No MI 2.25 20110201 12 2 2 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G02 107830.99 736.75 360 358 7 0 0 0.25 7.25 CHICAGO IL 60621 2-4 Family 108000 20060301 80.00 No MI 2.25 20110201 12.25 2 2 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G02 112088.64 775.35 360 358 7.125 0 0 0.25 7.375 PALATINE IL 60074 Condominium 112260 20060301 79.39 No MI 2.25 20110201 12.375 2 2 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 478400 2541.5 360 358 6.125 0 0 0.25 6.375 SARASOTA FL 34233 Single Family 478400 20060301 80.00 No MI 2.25 20090201 12.375 2 2 First Lien N Y 36 No_PP 360 36 N 20360201 ALT1
GROUP II G01 253000 1475.833333 360 359 6.75 0 0 0.25 7 PALATINE IL 60067 Single Family 253000 20060401 60.24 No MI 2.25 20110301 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 ALT1
GROUP II G01 82164.21 470.7324531 360 358 6.625 0 0 0.25 6.875 MILWAUKEE WI 53204 Condominium 82600 20060301 72.46 No MI 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G02 186247.21 1240.12 360 359 6.75 0 0 0.25 7 BERWYN IL 60402 Single Family 186400 20060401 80.00 No MI 2.25 20110301 12 2 2 First Lien N N 0 No_PP 360 60 N 20360301 ALT1
GROUP II G01 232000 1305 360 358 6.5 0 0 0.25 6.75 Lanham MD 20706 PUD 232000 20060301 60.26 No MI 100022000000000000 2.25 20110201 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 374518 2340.7375 360 358 7.25 0 0 0.25 7.5 YORKVILLE IL 60560 Single Family 374518 20060301 80.00 No MI 2.25 20110201 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 216000 1170 360 359 6.25 0 0 0.25 6.5 DES PLAINES IL 60016 Single Family 216000 20060401 80.00 No MI 2.25 20090301 12.5 2 2 First Lien N Y 36 No_PP 360 36 N 20360301 ALT1
GROUP II G02 188000 1135.833333 360 359 7 0 0 0.25 7.25 ROSELLE IL 60172 Condominium 188000 20060401 80.00 No MI 2.25 20110301 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 ALT1
GROUP II G03 500000 2916.666667 360 356 6.75 0 0 0.25 7 San Francisco CA 94108 Condominium 500000 20060101 76.92 No MI 100022000000000000 2.25 20101201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 AFL2
GROUP II G04 230000 1245.833333 360 355 6.25 0 0 0.25 6.5 Glendale CA 91206 Condominium 230000 20051201 60.53 No MI 010022400000000000 2.25 20151101 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20351101 AFL2
GROUP II G01 308000 1860.833333 360 357 6.875 0 0 0.375 7.25 FREDERICK MD 21702 PUD 308000 20060201 80.00 No MI 2.25 20110101 12.25 2 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 421698 2723.46625 360 358 7.375 0 0 0.375 7.75 LAS VEGAS NV 89109 Condominium 421698 20060301 80.00 No MI 2.25 20110201 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 114996.9 825.03 360 358 7.375 0 0 0.375 7.75 KANSAS CITY KS 66106 2-4 Family 115160 20060301 80.00 No MI 2.25 20110201 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 157200 1080.75 360 358 7.875 0 0 0.375 8.25 BOISE ID 83702 Single Family 157200 20060301 80.00 No MI 2.25 20110201 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 60000 412.5 360 358 7.875 0 0 0.375 8.25 LEESBURG FL 34788 Single Family 60000 20060301 80.00 No MI 2.25 20110201 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 310169.64 2170.36 360 359 7.25 0 0 0.25 7.5 FONTANA WI 53125 Condominium 310400 20060401 80.00 No MI 2.25 20110301 12.5 1.875 2 First Lien N N 0 No_PP 360 60 N 20360301 ALT1
GROUP II G02 101164.18 600.6623187 360 359 6.875 0 0 0.25 7.125 HOFFMAN ESTATES IL 60194 Condominium 101200 20060401 80.00 No MI 2.25 20110301 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 ALT1
GROUP I G01 199200 1079 360 359 6.25 0 0 0.25 6.5 CHICAGO IL 60632 Single Family 199200 20060401 80.00 No MI 2.25 20090301 12.5 2 2 First Lien N Y 36 No_PP 360 36 N 20360301 ALT1
GROUP II G03 468000 2437.5 360 359 6 0 0 0.25 6.25 Sunland CA 91040 Single Family 468000 20060401 80.00 No MI 100022000000000000 2.25 20110301 11.25 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 109520 627.4583333 360 359 6.625 0 0 0.25 6.875 PALATINE IL 60074 Condominium 109520 20060401 80.00 No MI 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 ALT1
GROUP I G01 100320 637.45 360 359 7.375 0 0 0.25 7.625 WHEELING IL 60090 Condominium 100320 20060401 80.00 No MI 2.25 20110301 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 ALT1
GROUP II G02 164671.45 1124.22 360 359 7 0 0 0.25 7.25 CICERO IL 60804 Single Family 164800 20060401 80.00 No MI 2.25 20110301 12.25 2 2 First Lien N N 0 No_PP 360 60 N 20360301 ALT1
GROUP II G01 370000 2042.708333 360 358 6.25 0 0 0.375 6.625 EAGLE ID 83616 PUD 370000 20060301 69.55 No MI 2.25 20110201 11.625 2 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 72000 495 360 357 7.875 0 0 0.375 8.25 DILLSBURG PA 17019 Single Family 72000 20060201 80.00 No MI 2.25 20110101 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 103714.65 771.61 360 357 7.75 0 0 0.375 8.125 SPARTANBURG SC 29301 PUD 103920 20060201 80.00 No MI 100085000000000000 2.25 20110101 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 101574.9 755.69 360 357 7.75 0 0 0.375 8.125 TRAVELERS REST SC 29690 PUD 101776 20060201 80.00 No MI 100085000000000000 2.25 20110101 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 71907.84 540.92 360 358 7.875 0 0 0.375 8.25 DALLAS TX 75214 2-4 Family 72000 20060301 80.00 No MI 2.25 20110201 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 107791.97 811.37 360 357 7.875 0 0 0.375 8.25 DENTON TX 76210 PUD 108000 20060201 79.62 No MI 2.25 20110101 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 105600 715 360 358 7.75 0 0 0.375 8.125 NAMPA ID 83687 PUD 105600 20060301 80.00 No MI 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G04 293027.57 1955.99 360 356 6.75 0 0 0.25 7 Latham NY 12111 Single Family 294000 20060101 70.00 No MI 100022000000000000 2.25 20151201 12 1.875 2 First Lien N N 0 No_PP 360 120 N 20351201 AFL2
GROUP II G04 270700 1466.291667 360 356 6.25 0 0 0.25 6.5 Mammoth Lakes CA 93546 Condominium 270700 20060101 37.60 No MI 100022000000000000 2.25 20151201 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20351201 AFL2
GROUP II G04 468696.63 2343.48315 360 356 5.75 0 0 0.25 6 Falls Church VA 22042 Single Family 468750 20060101 75.00 No MI 100022000000000000 2.25 20151201 11 2 2 First Lien N Y 120 No_PP 360 120 N 20351201 AFL2
GROUP II G04 137500 773.4375 360 356 6.5 0 0 0.25 6.75 Davidson NC 28036 PUD 137500 20060101 50.00 No MI 010038200000000000 2.25 20151201 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20351201 AFL2
GROUP I G01 179900 918.2395833 360 357 5.75 0 0 0.375 6.125 Phoenix AZ 85043 PUD 179900 20060201 79.99 No MI 100033000000000000 2.25 20090101 11.125 2 2 First Lien N Y 36 No_PP 360 36 N 20360101 AFL2
GROUP II G04 353000 1985.625 360 356 6.5 0 0 0.25 6.75 Yonkers NY 10704 2-4 Family 353000 20060101 50.79 No MI 100022000000000000 2.25 20151201 11.75 1.875 2 First Lien N Y 120 No_PP 360 120 N 20351201 AFL2
GROUP I G01 324092.14 2027.58 360 357 6 0 0 0.375 6.375 Queens NY 11004 Single Family 325000 20060201 67.01 No MI 100002000000000000 2.25 20090101 12.375 2 2 First Lien N N 0 No_PP 360 36 N 20360101 AFL2
GROUP I G01 102287 692.5682292 360 358 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 102287 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 94276 638.3270833 360 358 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 94276 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 72106.99 488.2244115 360 358 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 72107 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 92876 628.8479167 360 358 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 92876 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 92876 628.8479167 360 358 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 92876 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 70707 478.7453125 360 358 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 70707 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 67192.99 454.9525365 360 358 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 67193 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 65347.99 442.460349 360 358 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 65348 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 68592.99 464.4317031 360 358 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 68593 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 96376 652.5458333 360 359 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 96376 20060401 70.00 No MI 100038000000000000 2.25 20110301 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 ADN1
GROUP I G01 65347.99 442.460349 360 358 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 65348 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 73506.99 497.7035781 360 358 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 73507 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G02 299200 1589.5 360 357 6.125 0 0 0.25 6.375 Phoenix AZ 85050 Single Family 299200 20060201 80.00 No MI 100022000000000000 2.25 20110101 11.375 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G01 89000 491.3541667 360 357 6.375 0 0 0.25 6.625 Las Vegas NV 89103 Condominium 89000 20060201 64.49 No MI 100022000000000000 2.25 20110101 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G03 427717.81 2450.46662 360 357 6.625 0 0 0.25 6.875 Sunland CA 91040 Single Family 428000 20060201 80.00 No MI 100022000000000000 2.25 20110101 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 190612.93 1401.5 360 357 7.75 0 0 0.25 8 Washington DC 20011 Condominium 191000 20060201 64.87 No MI 100022000000000000 2.25 20110101 13 2 2 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G03 608800 3487.916667 360 357 6.625 0 0 0.25 6.875 Scottsdale AZ 85259 PUD 608800 20060201 80.00 No MI 100022000000000000 2.25 20110101 11.875 2 2 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G03 832700 5030.895833 360 357 7 0 0 0.25 7.25 Los Gatos CA 95032 PUD 832700 20060201 75.70 No MI 100022000000000000 2.25 20110101 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G01 400000 2250 360 357 6.5 0 0 0.25 6.75 San Leandro CA 94578 Single Family 400000 20060201 80.00 No MI 100022000000000000 2.25 20110101 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G01 285000 1484.375 360 357 6 0 0 0.25 6.25 Manteca CA 95336 2-4 Family 285000 20060201 64.92 No MI 100022000000000000 2.75 20110101 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP I G01 840000 4375 360 355 5.875 0 0 0.375 6.25 Brooklyn NY 11235 2-4 Family 840000 20051201 70.00 No MI 100002000000000000 2.25 20081101 12.25 2.5 2 First Lien N Y 36 No_PP 360 36 N 20351101 AFL2
GROUP I G01 162500 795.5729167 360 357 5.5 0 0 0.375 5.875 Bethlehem PA 18020 PUD 162500 20060201 65.00 No MI 100022000000000000 2.25 20090101 11.875 1.875 2 First Lien N Y 36 No_PP 360 36 N 20360101 AFL2
GROUP II G01 312555.99 2133.84 360 359 7 0 0 0.25 7.25 FONTANA WI 53125 Condominium 312800 20060401 80.00 No MI 2.25 20110301 12.25 1.875 2 First Lien N N 0 No_PP 360 60 N 20360301 ALT1
GROUP I G01 118234.37 837.46 360 359 7.375 0 0 0.25 7.625 AURORA IL 60504 Single Family 118320 20060401 80.00 No MI 2.25 20110301 12.625 2 2 First Lien N N 0 No_PP 360 60 N 20360301 ALT1
GROUP II G01 469999.99 2545.833279 360 358 6.125 0 0 0.375 6.5 LOS ANGELES CA 90019 2-4 Family 470000 20060301 53.47 No MI 100038000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 142650 965.859375 360 357 7.75 0 0 0.375 8.125 BOISE ID 83709 Single Family 142650 20060201 90.00 PMI 100038000000000000 2.25 20110101 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 620000 3293.75 360 358 6 0 0 0.375 6.375 ALPINE (AREA) CA 91901 Single Family 620000 20060301 80.00 No MI 100038000000000000 2.25 20110201 11.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 62548 430.0175 360 357 7.875 0 0 0.375 8.25 LEAGUE CITY TX 77573 Condominium 62548 20060201 70.00 No MI 100038000000000000 2.25 20110101 13.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G01 91527.98 581.5840396 360 357 7.25 0 0 0.375 7.625 LEAGUE CITY TX 77573 Condominium 91528 20060201 70.00 No MI 100038000000000000 2.25 20110101 12.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP I G01 63947.98 439.6423625 360 357 7.875 0 0 0.375 8.25 LEAGUE CITY TX 77573 Condominium 63948 20060201 70.00 No MI 100038000000000000 2.25 20110101 13.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 425000 2567.708333 360 358 6.875 0 0 0.375 7.25 SAN DIEGO CA 92122 Single Family 425000 20060301 68.00 No MI 100038000000000000 2.25 20110201 12.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G01 468000 2437.5 360 358 5.875 0 0 0.375 6.25 SAN DIEGO CA 92111 2-4 Family 468000 20060301 62.40 No MI 100038000000000000 2.25 20110201 11.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 432000 2520 360 358 6.625 0 0 0.375 7 SAN DIEGO CA 92129 Single Family 432000 20060301 80.00 No MI 100038000000000000 2.25 20110201 12 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 216256 1464.233333 360 358 7.75 0 0 0.375 8.125 ARLINGTON TX 76017 PUD 216256 20060301 90.86 GE Capital MI 100038000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 61001 413.0276042 360 358 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 61001 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G01 206200 1116.916667 360 358 6.125 0 0 0.375 6.5 MILWAUKIE OR 97222 Single Family 206200 20060301 74.98 No MI 100038000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 430395.63 2600.306931 360 358 6.875 0 0 0.375 7.25 NEW MILFORD CT 6776 Single Family 430400 20060301 80.00 No MI 100038000000000000 2.25 20110201 12.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 504000 3097.5 360 358 7 0 0 0.375 7.375 HAYWARD CA 94545 Single Family 504000 20060301 80.00 No MI 100038000000000000 2.25 20110201 12.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 418007.57 2759.11 360 358 6.5 0 0 0.375 6.875 SALT LAKE CITY UT 84109 Single Family 420000 20060301 70.00 No MI 100038000000000000 2.25 20110201 11.875 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 ADN1
GROUP II G01 310999.99 1911.354105 360 358 7 0 0 0.375 7.375 LAWRENCE MA 1843 2-4 Family 311000 20060301 79.74 No MI 010003800000000000 2.25 20110201 12.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 68592.99 464.4317031 360 358 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 68593 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 94276 638.3270833 360 358 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 94276 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 100887 683.0890625 360 358 7.75 0 0 0.375 8.125 LEAGUE CITY TX 77573 Condominium 100887 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G01 102400 608 360 358 6.75 0 0 0.375 7.125 DECATUR GA 30034 Single Family 102400 20060301 80.00 No MI 100085000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP II G03 454735.74 2957.09 360 357 6.5 0 0 0.25 6.75 Breckenridge CO 80424 PUD 455920 20060201 80.00 No MI 100095000000000000 2.25 20110101 11.75 1.875 2 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G01 137847.69 966.75 360 356 7.125 0 0 0.375 7.5 AYLETT VA 23009 PUD 138262 20060101 79.93 No MI 2.25 20101201 12.5 2 1 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP II G01 172800 1026 360 357 6.75 0 0 0.375 7.125 EVERETT WA 98204 Condominium 172800 20060201 80.00 No MI 2.25 20110101 12.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 252000 1706.25 360 357 7.75 0 0 0.375 8.125 MARSTONS MILLS MA 2648 Single Family 252000 20060201 80.00 No MI 2.25 20110101 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G01 157920 954.1 360 357 7 0 0 0.25 7.25 Las Vegas NV 89123 Condominium 157920 20060201 80.00 No MI 100022000000000000 2.25 20110101 12.25 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 180000 1218.75 360 356 7.75 0 0 0.375 8.125 BRIDGETON MO 63044 2-4 Family 180000 20060101 80.00 No MI 2.25 20101201 13.125 2 1 First Lien N Y 60 No_PP 360 60 N 20351201 ALT1
GROUP I G01 106000 717.7083333 360 357 7.75 0 0 0.375 8.125 FAIRBURN GA 30213 Single Family 106000 20060201 80.00 No MI 2.25 20110101 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G02 389791.95 2436.199688 360 357 7.125 0 0 0.375 7.5 GAINESVILLE VA 20155 PUD 389792 20060201 80.00 No MI 2.25 20110101 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 219920 1489.041667 360 357 7.75 0 0 0.375 8.125 SUPRISE AZ 85379 PUD 219920 20060201 80.00 No MI 2.25 20110101 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G03 588000 3123.75 360 358 6.125 0 0 0.25 6.375 Cave Creek AZ 85331 PUD 588000 20060301 70.00 No MI 100022000000000000 2.25 20110201 11.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 156751.82 963.3705604 360 357 7 0 0 0.375 7.375 LAS VEGAS NV 89117 Condominium 156800 20060201 80.00 No MI 2.25 20110101 12.375 2 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G01 280000 1604.166667 360 357 6.5 0 0 0.375 6.875 SILT CO 81652 PUD 280000 20060201 80.00 No MI 2.25 20110101 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 140000 962.5 360 357 7.875 0 0 0.375 8.25 ELGIN IL 60120 Single Family 140000 20060201 80.00 No MI 2.25 20110101 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 211024 1428.808333 360 357 7.75 0 0 0.375 8.125 MERIDIAN ID 83642 PUD 211024 20060201 80.00 No MI 100085000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 223204.35 1431.74 360 358 6.375 0 0 0.25 6.625 Roseville CA 95661 Condominium 223600 20060301 65.00 No MI 100022000000000000 2.25 20110201 11.625 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G03 652000 3939.166667 360 360 7 0 0 0.25 7.25 HIGHLAND PARK IL 60035 Single Family 652000 20060501 80.00 No MI 2.25 20110401 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360401 ALT1
GROUP I G01 387391 2663.313125 360 357 7.875 0 0 0.375 8.25 LAS VEGAS NV 89109 Condominium 387391 20060201 80.00 No MI 2.25 20110101 13.25 2 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 114400 738.8333333 360 357 7.375 0 0 0.375 7.75 LOCUST GROVE GA 30248 Single Family 114400 20060201 80.00 No MI 2.25 20110101 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 308542 2089.086458 360 357 7.75 0 0 0.375 8.125 LAS VEGAS NV 89109 Condominium 308542 20060201 80.00 No MI 2.25 20110101 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G01 640000 3333.333333 360 357 6 0 0 0.25 6.25 Glendale CA 91205 2-4 Family 640000 20060201 72.73 No MI 100022000000000000 2.25 20110101 11.25 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 88000 595.8333333 360 357 7.75 0 0 0.375 8.125 WARSAW MO 65355 Single Family 88000 20060201 80.00 No MI 2.25 20110101 13.125 2 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 41600 281.6666667 360 357 7.75 0 0 0.375 8.125 NEW PLYMOUTH ID 83655 Single Family 41600 20060201 80.00 No MI 2.25 20110101 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 163276.75 1214.73 360 357 7.75 0 0 0.375 8.125 FARMINGTON NM 87402 Single Family 163600 20060201 80.00 No MI 100085000000000000 2.25 20110101 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G01 235000 1346.354167 360 358 6.625 0 0 0.25 6.875 Adelphi MD 20783 Single Family 235000 20060301 60.26 No MI 100022000000000000 2.25 20110201 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 207999.99 1343.333269 360 357 7.375 0 0 0.375 7.75 BELGRADE MT 59714 Single Family 208000 20060201 80.00 No MI 2.25 20110101 12.75 2 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G03 622841.03 3892.95 360 358 6.125 0 0 0.25 6.375 San Ramon CA 94583 PUD 624000 20060301 65.00 No MI 100022000000000000 2.25 20110201 11.375 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 106399.82 698.2488188 360 357 7.5 0 0 0.375 7.875 VIRGINIA BEACH VA 23464 Condominium 106400 20060201 80.00 No MI 2.25 20110101 12.875 2 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G02 320000 1766.666667 360 357 6.375 0 0 0.25 6.625 Orange CA 92868 Condominium 320000 20060201 80.00 No MI 100022000000000000 2.25 20110101 11.625 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 187200 1228.5 360 357 7.5 0 0 0.375 7.875 SUFFOLK VA 23434 2-4 Family 187200 20060201 80.00 No MI 2.25 20110101 12.875 2 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 204000 1402.5 360 357 7.875 0 0 0.375 8.25 ATLANTA GA 30316 Single Family 204000 20060201 80.00 No MI 100085000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 286399.89 1849.665956 360 357 7.375 0 0 0.375 7.75 LAS VEGAS NV 89131 PUD 286400 20060201 79.56 No MI 2.25 20110101 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G03 910000 5308.333333 360 357 6.75 0 0 0.25 7 Naples FL 34113 PUD 910000 20060201 65.00 No MI 100022000000000000 2.25 20110101 12 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP I G01 180000 1218.75 360 357 7.75 0 0 0.375 8.125 LITTLETON CO 80123 PUD 180000 20060201 80.00 No MI 2.25 20110101 13.125 2 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 228000 1543.75 360 358 7.75 0 0 0.375 8.125 HENDERSON NV 89015 Single Family 228000 20060301 80.00 No MI 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 91920 631.95 360 357 7.875 0 0 0.375 8.25 JACKSONVILLE FL 32210 Single Family 91920 20060201 80.00 No MI 2.25 20110101 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G01 416897.57 2301.622001 360 358 6.375 0 0 0.25 6.625 Islip NY 11770 Single Family 416900 20060301 62.22 No MI 100022000000000000 2.25 20110201 11.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 43920 297.375 360 357 7.75 0 0 0.375 8.125 LOCUST GROVE GA 30248 Single Family 43920 20060201 80.00 No MI 100085000000000000 2.25 20110101 13.125 2 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 174400 1162.666667 360 357 7.625 0 0 0.375 8 DENVER CO 80211 Condominium 174400 20060201 80.00 No MI 2.25 20110101 13 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 95234.81 708.05 360 358 7.75 0 0 0.375 8.125 WATERVILLE ME 4901 2-4 Family 95360 20060301 80.00 No MI 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 159260.34 1146.26 360 357 7.375 0 0 0.375 7.75 AUSTIN TX 78756 Single Family 160000 20060201 80.00 No MI 2.25 20110101 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G01 133600 793.25 360 357 6.75 0 0 0.375 7.125 INDIANAPOLIS IN 46250 2-4 Family 133600 20060201 80.00 No MI 2.25 20110101 12.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G03 543200 3395 360 357 7.125 0 0 0.375 7.5 ALTAMONTE SPRINGS FL 32714 PUD 543200 20060201 80.00 No MI 2.25 20110101 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G01 115138.51 647.6541188 360 357 6.375 0 0 0.375 6.75 DALLAS GA 30157 2-4 Family 116000 20060201 80.00 No MI 100085000000000000 2.25 20110101 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 78800 517.125 360 357 7.5 0 0 0.375 7.875 GREENSBORO NC 27405 Single Family 78800 20060201 80.00 No MI 100085000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 375257.12 2791.79 360 357 7.75 0 0 0.375 8.125 HENDERSON NV 89052 PUD 376000 20060201 80.00 No MI 2.25 20110101 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 235690.19 1752.3 360 358 7.75 0 0 0.375 8.125 CAPE CORAL FL 33991 Single Family 236000 20060301 80.00 No MI 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 52000 346.6666667 360 357 7.625 0 0 0.375 8 CHARLOTTE NC 28205 Single Family 52000 20060201 80.00 No MI 2.25 20090101 14 1.875 1 First Lien N Y 36 No_PP 360 36 N 20360101 ALT1
GROUP I G01 219200 1484.166667 240 237 7.75 0 0 0.375 8.125 QUEEN CREEK AZ 85242 PUD 219200 20060201 80.00 No MI 2.25 20110101 13.125 1.875 1 First Lien N Y 60 No_PP 240 60 N 20260101 ALT1
GROUP I G01 189600 1283.75 360 357 7.75 0 0 0.375 8.125 NAMPA ID 83686 PUD 189600 20060201 80.00 No MI 2.25 20110101 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G01 97198 617.6122917 360 357 7.25 0 0 0.375 7.625 LAS CRUCES NM 88012 Single Family 97198 20060201 70.00 No MI 100085000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 188560 1080.291667 360 358 6.5 0 0 0.375 6.875 PORTSMOUTH VA 23703 Condominium 188560 20060301 80.00 No MI 2.25 20110201 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 370356.9 2090.16 360 343 5 0 0 0.25 5.25 BREA CA 92821 Single Family 380800 20041201 80.00 No MI 100106000000000000 2.75 20061101 9.25 1.875 2 First Lien N N 0 No_PP 360 24 N 20341101 ADN1
GROUP II G01 124610.77 883.28 360 358 7.25 0 0 0.375 7.625 SCOTTSDALE AZ 85258 Condominium 124792 20060301 80.00 No MI 2.25 20110201 12.625 2.5 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G01 365714.48 2496.77 360 359 7 0 0 0.25 7.25 Northbrook IL 60062 Single Family 366000 20060401 61.00 No MI 100022000000000000 2.25 20110301 12.25 1.875 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 96392 622.5316667 360 357 7.375 0 0 0.375 7.75 FORT WORTH TX 76123 Single Family 96392 20060201 80.00 No MI 2.25 20110101 12.75 2 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 135825.94 1021.73 360 358 7.875 0 0 0.375 8.25 FOUNTAIN HILLS AZ 85268 Condominium 136000 20060301 80.00 No MI 2.25 20110201 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 220000 1466.666667 360 357 7.625 0 0 0.375 8 PHOENIX AZ 85050 PUD 220000 20060201 80.00 No MI 2.25 20090101 14 1.875 1 First Lien N Y 36 No_PP 360 36 N 20360101 ALT1
GROUP II G04 507900 2856.9375 360 357 6.5 0 0 0.25 6.75 LOS ANGELES CA 91307 Single Family 507900 20060201 79.98 No MI 100022000000000000 2.25 20160101 11.75 1.875 2 First Lien N Y 120 No_PP 360 120 N 20360101 AFL2
GROUP I G01 129497.04 952.14 360 357 7.625 0 0 0.375 8 WASHINGTON DC 20011 Condominium 129760 20060201 79.97 No MI 100085000000000000 2.25 20110101 13 2 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 48000 320 360 358 7.625 0 0 0.375 8 NASHVILLE TN 37218 Single Family 48000 20060301 80.00 No MI 2.25 20110201 13 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 87600 547.5 360 357 7.125 0 0 0.375 7.5 CHARLOTTE NC 28208 2-4 Family 87600 20060201 80.00 No MI 2.25 20110101 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 62000 400.4166667 360 358 7.375 0 0 0.375 7.75 ST LOUIS MO 63121 Single Family 62000 20060301 80.00 No MI 2.25 20110201 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 96014.7 722.72 360 357 7.875 0 0 0.375 8.25 COLORADO SPRINGS CO 80907 Single Family 96200 20060201 65.00 No MI 2.25 20110101 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 189000 1260 360 357 7.625 0 0 0.375 8 ATLANTA GA 30342 Single Family 189000 20060201 80.00 No MI 100085000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 121365.75 913.55 360 357 7.875 0 0 0.375 8.25 ROMEOVILLE IL 60446 Single Family 121600 20060201 80.00 No MI 2.25 20110101 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 253352 1636.231667 360 358 7.375 0 0 0.375 7.75 RIO RANCHO NM 87124 PUD 253352 20060301 80.00 No MI 100085000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP I G01 95981.3 659.8714375 360 357 7.875 0 0 0.375 8.25 ATLANTA GA 30316 2-4 Family 96000 20060201 80.00 No MI 2.25 20110101 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 39948.8 300.51 360 358 7.875 0 0 0.375 8.25 RUPERT ID 83350 2-4 Family 40000 20060301 80.00 No MI 2.25 20110201 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G01 92852 560.9808333 360 357 6.875 0 0 0.375 7.25 PLANO TX 75086 PUD 92852 20060201 80.00 No MI 2.25 20110101 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 509592 3503.445 360 358 7.875 0 0 0.375 8.25 HENDERSON NV 89074 PUD 509592 20060301 80.00 No MI 2.25 20110201 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 89600 578.6666667 360 357 7.375 0 0 0.375 7.75 WINDSOR CO 80550 Condominium 89600 20060201 80.00 No MI 2.25 20110101 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 67192.98 461.9517375 360 357 7.875 0 0 0.375 8.25 LEAGUE CITY TX 77573 Condominium 67193 20060201 70.00 No MI 100038000000000000 2.25 20110101 13.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP I G01 91475.96 590.7822417 360 355 7.375 0 0 0.375 7.75 LEAGUE CITY TX 77573 Condominium 91476 20051201 70.00 No MI 100038000000000000 2.25 20101101 12.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP I G01 65348 422.0391667 360 355 7.375 0 0 0.375 7.75 LEAGUE CITY TX 77573 Condominium 65348 20051201 70.00 No MI 100038000000000000 2.25 20101101 12.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP I G01 63948 419.65875 360 355 7.5 0 0 0.375 7.875 LEAGUE CITY TX 77573 Condominium 63948 20051201 70.00 No MI 100038000000000000 2.25 20101101 12.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G01 67193 419.95625 360 354 7.125 0 0 0.375 7.5 LEAGUE CITY TX 77573 Condominium 67193 20051101 70.00 No MI 100038000000000000 2.25 20101001 12.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351001 ADN1
GROUP II G01 73507 459.41875 360 355 7.125 0 0 0.375 7.5 LEAGUE CITY TX 77573 Condominium 73507 20051201 70.00 No MI 100038000000000000 2.25 20101101 12.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G01 62547.96 397.4401625 360 355 7.25 0 0 0.375 7.625 LEAGUE CITY TX 77573 Condominium 62548 20051201 70.00 No MI 100038000000000000 2.25 20101101 12.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP I G01 65347.99 435.6532667 360 358 7.625 0 0 0.375 8 LEAGUE CITY TX 77573 Condominium 65348 20060301 70.00 No MI 100038000000000000 2.25 20110201 13 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 59600.99 397.3399333 360 358 7.625 0 0 0.375 8 LEAGUE CITY TX 77573 Condominium 59601 20060301 70.00 No MI 100038000000000000 2.25 20110201 13 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 272609.5 1817.396667 360 356 7.625 0 0 0.375 8 NEWARK NJ 7103 2-4 Family 272610 20060101 90.00 GE Capital MI 010003800000000000 2.25 20101201 13 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G03 439999.99 2658.333273 360 357 6.875 0 0 0.375 7.25 EUREKA CA 95503 Single Family 440000 20060201 80.00 No MI 100038000000000000 2.25 20110101 12.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 460000 2587.5 360 356 6.375 0 0 0.375 6.75 PARK CITY UT 84060 Condominium 460000 20060101 80.00 No MI 100038000000000000 2.25 20101201 11.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 324999.99 1726.562447 360 357 6 0 0 0.375 6.375 BURBANK CA 91504 Condominium 325000 20060201 60.19 No MI 100038000000000000 2.25 20110101 11.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G01 203764.4 1103.723833 360 357 6.125 0 0 0.375 6.5 NORTH MASSAPEQUA NY 11758 2-4 Family 203764.41 20060201 41.58 No MI 100038000000000000 2.25 20110101 11.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G01 225000 1171.875 360 357 5.875 0 0 0.375 6.25 ORANGE NJ 7050 Single Family 225000 20060201 90.00 GE Capital MI 010003800000000000 2.25 20110101 11.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 1049766.99 5139.484222 360 356 5.5 0 0 0.375 5.875 CHICAGO IL 60610 Single Family 1049767 20060101 55.25 No MI 010003800000000000 2.25 20101201 10.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 306000 1944.375 360 355 7.25 0 0 0.375 7.625 SW HARBOR ME 4679 Condominium 306000 20051201 90.00 GE Capital MI 100038000000000000 2.25 20101101 12.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G03 510879.99 2980.133275 360 356 6.625 0 0 0.375 7 EXETER RI 2822 Single Family 510880 20060101 79.84 No MI 100038000000000000 2.25 20101201 12 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 88000 550 360 357 7.125 0 0 0.375 7.5 WEST HARRISON IN 47060 Single Family 88000 20060201 80.00 No MI 010003800000000000 2.25 20110101 12.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G01 136000 850 360 357 7.125 0 0 0.375 7.5 WEST HARRISON IN 47060 Single Family 136000 20060201 80.00 No MI 100038000000000000 2.25 20110101 12.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 439599.99 2564.333275 360 357 6.625 0 0 0.375 7 STOCKTON CA 95219 PUD 439600 20060201 80.00 No MI 100038000000000000 2.25 20110101 12 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 468786.17 2539.258421 360 358 6.125 0 0 0.375 6.5 FILLMORE CA 93015 Single Family 468792 20060301 80.00 No MI 100038000000000000 2.25 20110201 11.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 585000 2742.1875 360 356 5.25 0 0 0.375 5.625 SUMNER WA 98390 Single Family 585000 20060101 75.00 No MI 100038000000000000 2.25 20101201 10.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP I G01 438000 2965.625 360 357 7.75 0 0 0.375 8.125 PISCATAWAY NJ 8854 Single Family 438000 20060201 94.60 GE Capital MI 100038000000000000 2.25 20110101 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G01 165600 1035 360 356 7.125 0 0 0.375 7.5 FORT COLLINS CO 80525 Single Family 165600 20060101 80.00 No MI 100038000000000000 2.25 20101201 12.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G03 636799.99 3449.333279 360 355 6.125 0 0 0.375 6.5 GLENDALE CA 91208 Single Family 636800 20051201 80.00 No MI 100038000000000000 2.25 20101101 11.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G02 499600.15 3368.6 360 359 6.75 0 0 0.375 7.125 UNION NJ 7083 2-4 Family 500000 20060401 71.43 No MI 100038000000000000 2.25 20110301 12.125 1.875 2 First Lien N N 0 No_PP 360 60 N 20360301 ADN1
GROUP I G01 189737.62 1377.64 360 358 7.5 0 0 0.375 7.875 TOBYHANNA PA 18466 2-4 Family 190000 20060301 95.00 GE Capital MI 100038000000000000 2.25 20110201 12.875 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 ADN1
GROUP II G03 1087809.38 6345.554717 360 356 6.625 0 0 0.375 7 PORTSMOUTH RI 2871 Single Family 1089750 20060101 45.41 No MI 010003800000000000 2.25 20101201 12 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP I G01 380649.54 2014.08 360 349 4.5 0 0 0.25 4.75 ASHBY MA 1431 Single Family 386100 20050601 90.00 No MI 100106000000000000 2.75 20060501 10.75 1.875 2 First Lien N N 0 No_PP 360 12 N 20350501 ADN1
GROUP II G03 487500 2843.75 360 356 6.625 0 0 0.375 7 ARROYO GRANDE CA 93420 Single Family 487500 20060101 75.00 No MI 100038000000000000 2.25 20101201 12 2.5 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 263999.99 1429.999946 360 356 6.125 0 0 0.375 6.5 MILFORD DE 19963 Single Family 264000 20060101 80.00 No MI 100038000000000000 2.25 20101201 11.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 107400 537 360 356 5.625 0 0 0.375 6 LINDEN NJ 7036 2-4 Family 108000 20060101 21.60 No MI 100038000000000000 2.25 20101201 11 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 199209.92 1366.08 300 297 6.25 0 0 0.375 6.625 PROVIDENCE RI 2908 2-4 Family 200000 20060201 56.34 No MI 010003800000000000 2.25 20110101 11.625 1.875 2 First Lien N N 0 No_PP 300 60 N 20310101 ADN1
GROUP II G03 506943.15 2534.71575 360 356 5.625 0 0 0.375 6 MONUMENT CO 80132 Single Family 507892 20060101 80.00 No MI 100038000000000000 2.25 20101201 11 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP I G01 129887.18 2097 360 348 4.125 0 0 0.25 4.375 NEWARK DE 19711 PUD 420000 20050501 80.00 No MI 100106000000000000 2.75 20070401 10.375 1.875 2 First Lien N N 0 No_PP 360 24 N 20350401 ADN1
GROUP II G03 431999.98 2609.999879 360 356 6.875 0 0 0.375 7.25 NORTH HILLS CA 91343 Single Family 432000 20060101 80.00 No MI 100038000000000000 2.25 20101201 12.25 2.5 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 153687.36 880.5005 360 356 6.5 0 0 0.375 6.875 GARLAND UT 84337 2-4 Family 153687.37 20060101 84.44 GE Capital MI 100038000000000000 2.25 20101201 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 124650 727.125 360 356 6.625 0 0 0.375 7 KALISPELL MT 59901 Single Family 124650 20060101 90.00 GE Capital MI 100038000000000000 2.25 20101201 12 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 124650 727.125 360 356 6.625 0 0 0.375 7 KALISPELL MT 59901 Single Family 124650 20060101 90.00 GE Capital MI 100038000000000000 2.25 20101201 12 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP I G01 703800 4618.6875 360 357 7.5 0 0 0.375 7.875 HAWTHORN WOODS IL 60047 Single Family 703800 20060201 70.00 No MI 100038000000000000 2.25 20110101 12.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 463999.24 2513.329217 360 355 6.125 0 0 0.375 6.5 SANTA MARIA CA 93455 Single Family 464000 20051201 80.00 No MI 100038000000000000 2.25 20101101 11.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 ADN1
GROUP II G01 586922.75 3240.302682 360 356 6.25 0 0 0.375 6.625 KOLOA HI 96756 Condominium 588200 20060101 64.99 No MI 100038000000000000 2.25 20101201 11.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 147200 843.3333333 360 358 6.5 0 0 0.375 6.875 MONTGOMERY AL 36117 Single Family 147200 20060301 80.00 No MI 2.25 20110201 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 148000 971.25 360 358 7.5 0 0 0.375 7.875 MESA AZ 85210 Single Family 148000 20060301 80.00 No MI 2.25 20110201 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 151400 977.7916667 360 358 7.375 0 0 0.375 7.75 MERIDIAN ID 83642 PUD 151400 20060301 80.00 No MI 2.25 20110201 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 151400 977.7916667 360 358 7.375 0 0 0.375 7.75 MERIDIAN ID 83642 PUD 151400 20060301 80.00 No MI 2.25 20110201 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G02 120641.17 728.8737354 360 358 7 0 0 0.25 7.25 CHICAGO IL 60656 Condominium 120800 20060301 80.00 No MI 2.25 20110201 12.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 440000 2658.333333 360 358 7 0 0 0.25 7.25 CHICAGO IL 60656 Single Family 440000 20060301 80.00 No MI 2.25 20090201 13.25 2 2 First Lien N Y 36 No_PP 360 36 N 20360201 ALT1
GROUP II G02 227615.82 1497.79 360 358 6.625 0 0 0.25 6.875 CHICAGO IL 60649 Single Family 228000 20060301 80.00 No MI 2.25 20110201 11.875 2 2 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G02 117396.93 762.75 360 358 6.5 0 0 0.25 6.75 PROSPECT HEIGHTS IL 60070 Condominium 117600 20060301 80.00 No MI 2.25 20110201 11.75 2 2 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 154699.18 821.8393938 360 358 6.125 0 0 0.25 6.375 CHICAGO IL 60656 Condominium 154800 20060301 80.00 No MI 2.25 20090201 12.375 2 2 First Lien N Y 36 No_PP 360 36 N 20360201 ALT1
GROUP II G02 214228.55 1444.45 360 359 6.875 0 0 0.25 7.125 WOODRIDGE IL 60517 Single Family 214400 20060401 80.00 No MI 2.25 20110301 12.125 2 2 First Lien N N 0 No_PP 360 60 N 20360301 ALT1
GROUP II G01 112707.53 750.47 360 359 6.75 0 0 0.25 7 Pensacola FL 32526 Single Family 112800 20060401 80.00 No MI 100022000000000000 2.25 20110301 12 2 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 312000 1820 360 358 6.75 0 0 0.25 7 DOWNERS GROVE IL 60516 Single Family 312000 20060301 80.00 No MI 2.25 20110201 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G03 768000 4720 360 358 7.125 0 0 0.25 7.375 BARRINGTON HILLS IL 60010 Single Family 768000 20060301 80.00 No MI 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G02 252800 1290.333333 360 359 5.875 0 0 0.25 6.125 Sacramento CA 95864 Single Family 252800 20060401 80.00 No MI 100022000000000000 2.25 20110301 11.125 2 2 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G04 482640 2312.65 360 349 5.375 0 0 0.375 5.75 KENSINGTON MD 20895 Single Family 482640 20050601 80.00 No MI 100015000000000000 2.25 20150501 11.75 2 1 First Lien N Y 120 Prepay 360 120 N 20350501 CHEV
GROUP II G02 360000 1687.5 360 350 5.25 0 0 0.375 5.625 MANASSAS VA 20112 Single Family 360000 20050701 80.00 No MI 100015000000000000 2.25 20100601 11.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20350601 CHEV
GROUP I G01 300000 1406.25 360 351 5.25 0 0 0.375 5.625 Manassas VA 20111 Single Family 300000 20050801 80.00 No MI 100015000000000000 2.25 20080701 11.625 1.875 1 First Lien N Y 36 Prepay 360 36 N 20350701 CHEV
GROUP I G01 324000 1552.5 360 349 5.375 0 0 0.375 5.75 Rockville MD 20853 Single Family 324000 20050601 80.00 No MI 100015000000000000 2.25 20120501 11.75 1.875 1 First Lien N Y 84 Prepay 360 84 N 20350501 CHEV
GROUP I G01 630640.74 3087.511956 360 349 5.5 0 0 0.375 5.875 Alexandria VA 22314 Townhouse 631200 20050601 80.00 No MI 100015000000000000 2.25 20120501 11.875 1.875 1 First Lien N Y 84 Prepay 360 84 N 20350501 CHEV
GROUP II G04 899436.11 4497.18055 360 349 5.625 0 0 0.375 6 Arlington VA 22207 Single Family 900000 20050601 53.73 No MI 100015000000000000 2.25 20150501 12 1.875 1 First Lien N Y 120 Prepay 360 120 N 20350501 CHEV
GROUP I G01 513600 2300.5 360 351 5 0 0 0.375 5.375 Swarthmore PA 19081 PUD 513600 20050801 80.00 No MI 100015000000000000 2.25 20120701 11.375 1.875 1 First Lien N Y 84 Prepay 360 84 N 20350701 CHEV
GROUP II G01 89469.87 634.19 360 358 7.25 0 0 0.375 7.625 PROVO UT 84601 Single Family 89600 20060301 80.00 No MI 2.25 20110201 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 137419.37 1021.68 360 358 7.75 0 0 0.375 8.125 ATLANTA GA 30316 Single Family 137600 20060301 80.00 No MI 100085000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 128000 853.3333333 360 358 7.625 0 0 0.375 8 BALTIMORE MD 21224 Single Family 128000 20060301 80.00 No MI 100085000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP II G01 83200 494 360 358 6.75 0 0 0.375 7.125 CITRUS SPRINGS FL 34434 Single Family 83200 20060301 80.00 No MI 2.25 20110201 12.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 208000 1278.333333 360 358 7 0 0 0.375 7.375 BOISE ID 83709 PUD 208000 20060301 80.00 No MI 2.25 20110201 12.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 126960 780.275 360 358 7 0 0 0.375 7.375 NAMPA ID 83686 PUD 126960 20060301 80.00 No MI 2.25 20110201 12.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 200800 1192.25 360 358 6.75 0 0 0.375 7.125 GAINESVILLE GA 30507 PUD 200800 20060301 79.99 No MI 2.25 20090201 13.125 1.875 1 First Lien N Y 36 No_PP 360 36 N 20360201 ALT1
GROUP II G01 304000 1900 360 359 7.25 0 0 0.25 7.5 BENSENVILLE IL 60106 Single Family 304000 20060401 77.95 No MI 2.25 20110301 12.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 ALT1
GROUP II G02 146800 841.0416667 360 359 6.625 0 0 0.25 6.875 ELGIN IL 60123 PUD 146800 20060401 80.00 No MI 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 ALT1
GROUP II G01 210400 1183.5 360 359 6.5 0 0 0.25 6.75 CHICAGO IL 60601 Condominium 210400 20060401 80.00 No MI 2.25 20110301 11.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 ALT1
GROUP II G01 163848.11 1023.14 360 359 6.125 0 0 0.25 6.375 CICERO IL 60804 Single Family 164000 20060401 80.00 No MI 2.25 20110301 11.375 2 2 First Lien N N 0 No_PP 360 60 N 20360301 ALT1
GROUP II G02 319731.15 2102.18 360 359 6.625 0 0 0.25 6.875 Coral Springs FL 33071 Single Family 320000 20060401 80.00 No MI 100022000000000000 2.25 20110301 11.875 2 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 119720.9 797.83 360 358 6.75 0 0 0.25 7 WEST BEND WI 53095 Single Family 119920 20060301 80.00 No MI 2.25 20090201 13 2 2 First Lien N N 0 No_PP 360 36 N 20360201 ALT1
GROUP II G03 492000 2921.25 360 358 6.875 0 0 0.25 7.125 NAPERVILLE IL 60540 Single Family 492000 20060301 80.00 No MI 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 227498.61 1398.168541 360 359 7.125 0 0 0.25 7.375 Saint Peters MO 63376 Single Family 227500 20060401 82.73 GE Capital MI 100022000000000000 2.25 20110301 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G03 999200.32 6737.18 360 359 6.875 0 0 0.25 7.125 OAK BROOK IL 60523 Single Family 1000000 20060401 71.43 No MI 2.25 20110301 12.125 2 2 First Lien N N 0 No_PP 360 60 N 20360301 ALT1
GROUP II G01 88720 517.5333333 360 359 6.75 0 0 0.25 7 SCHILLER PARK IL 60176 Condominium 88720 20060401 80.00 No MI 2.25 20110301 12 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 ALT1
GROUP II G01 299944.34 1593.454306 360 358 6.125 0 0 0.25 6.375 Hilton Head SC 29926 PUD 300000 20060301 46.15 No MI 2.25 20110201 11.375 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 381600 1828.5 360 349 5.375 0 0 0.375 5.75 HERNDON VA 20170 Single Family 381600 20050601 80.00 No MI 100015000000000000 2.25 20100501 11.75 2 1 First Lien N Y 60 Prepay 360 60 N 20350501 CHEV
GROUP II G04 720000 3600 360 350 5.625 0 0 0.375 6 Alexandria VA 22305 Single Family 720000 20050701 80.00 No MI 100015000000000000 2.5 20150601 12 1.875 1 First Lien N Y 120 Prepay 360 120 N 20350601 CHEV
GROUP II G04 676993.01 3384.96505 360 351 5.625 0 0 0.375 6 Edgewater MD 21037 PUD 677000 20050801 60.45 No MI 100015000000000000 2.25 20150701 12 2.125 1 First Lien N Y 120 Prepay 360 120 N 20350701 CHEV
GROUP I G01 88000 595.8333333 360 358 7.75 0 0 0.375 8.125 WESTMINSTER CO 80030 Single Family 88000 20060301 80.00 No MI 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 85076.26 603.05 360 358 7.25 0 0 0.375 7.625 SALT LAKE CITY UT 84116 Single Family 85200 20060301 80.00 No MI 2.25 20110201 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G01 124720 779.5 360 359 7.125 0 0 0.375 7.5 BALTIMORE MD 21224 Single Family 124720 20060401 80.00 No MI 100085000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 ALT1
GROUP II G03 800000 4250 360 358 6.125 0 0 0.25 6.375 Raleigh NC 27614 PUD 800000 20060301 61.54 No MI 100022000000000000 2.25 20110201 11.375 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 88158.95 558.75 360 357 6.125 0 0 0.375 6.5 LOUISVILLE KY 40229 Single Family 88400 20060201 80.00 No MI 100085000000000000 2.25 20110101 11.5 2 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 234400 1538.25 360 358 7.5 0 0 0.375 7.875 LANHAM MD 20706 Single Family 234400 20060301 80.00 No MI 2.25 20110201 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 51931.73 386.1 360 358 7.75 0 0 0.375 8.125 GREENFIELD IN 46140 Single Family 52000 20060301 80.00 No MI 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G01 100000 625 360 357 7.125 0 0 0.375 7.5 HAMPTON VA 23663 Single Family 100000 20060201 80.00 No MI 2.25 20110101 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 93840 615.825 360 357 7.5 0 0 0.375 7.875 CALDWELL ID 83605 2-4 Family 93840 20060201 80.00 No MI 100085000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 170233 1028.491042 360 358 6.875 0 0 0.375 7.25 MARICOPA AZ 85239 PUD 170233 20060301 80.00 No MI 2.25 20110201 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 139178 927.8533333 360 357 7.625 0 0 0.375 8 MADERA CA 93638 Single Family 139178 20060201 65.00 No MI 2.25 20110101 13 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 55889.36 415.8 360 357 7.75 0 0 0.375 8.125 JOFFRE PA 15053 2-4 Family 56000 20060201 80.00 No MI 2.25 20110101 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 199614.74 1502.54 360 357 7.875 0 0 0.375 8.25 ATLANTA GA 30311 Single Family 200000 20060201 80.00 No MI 2.25 20110101 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 52720 356.9583333 360 357 7.75 0 0 0.375 8.125 BLACKLICK OH 43004 Condominium 52720 20060201 80.00 No MI 2.25 20110101 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G02 150112 860.0166667 360 356 6.5 0 0 0.375 6.875 MERIDIAN ID 83642 PUD 150112 20060101 80.00 No MI 2.25 20101201 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20351201 ALT1
GROUP II G02 100000 604.1666667 360 358 6.875 0 0 0.375 7.25 CHARLOTTE NC 28270 Single Family 100000 20060301 80.00 No MI 100085000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP II G01 272000 1501.666667 360 357 6.25 0 0 0.375 6.625 LAS VEGAS NV 89117 PUD 272000 20060201 80.00 No MI 100085000000000000 2.25 20110101 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 109757 640.2491667 360 357 6.625 0 0 0.375 7 LAS CRUCES NM 88012 Single Family 109757 20060201 70.00 No MI 100085000000000000 2.25 20110101 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 100000 656.25 360 357 7.5 0 0 0.375 7.875 BLISS ID 83314 Single Family 100000 20060201 80.00 No MI 2.25 20110101 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP II G02 88799.92 499.49955 360 358 6.5 0 0 0.25 6.75 CICERO IL 60804 Condominium 88800 20060301 80.00 No MI 2.25 20110201 11.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G02 144767.41 976.89 360 358 6.875 0 0 0.25 7.125 WORTH IL 60482 Single Family 145000 20060301 42.90 No MI 2.25 20110201 12.125 2 2 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G02 157600 952.1666667 360 358 7 0 0 0.25 7.25 CHICAGO IL 60641 Condominium 157600 20060301 80.00 No MI 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 151200 897.75 360 359 6.875 0 0 0.25 7.125 LAKE HOLIDAY IL 60548 Single Family 151200 20060401 80.00 No MI 2.25 20110301 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 ALT1
GROUP I G01 114720 645.3 360 358 6.5 0 0 0.25 6.75 PALATINE IL 60074 Condominium 114720 20060301 80.00 No MI 2.25 20090201 12.75 2 2 First Lien N Y 36 No_PP 360 36 N 20360201 ALT1
GROUP I G01 123490.95 791.42 360 359 6.375 0 0 0.25 6.625 BERWYN IL 60402 Single Family 123600 20060401 80.00 No MI 2.25 20090301 12.625 2 2 First Lien N N 0 No_PP 360 36 N 20360301 ALT1
GROUP II G02 264000 1650 360 359 7.25 0 0 0.25 7.5 CHICAGO IL 60638 Single Family 264000 20060401 80.00 No MI 2.25 20110301 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 ALT1
GROUP II G04 320000 1566.666667 360 349 5.5 0 0 0.375 5.875 Raleigh NC 27613 Single Family 320000 20050601 46.72 No MI 100015000000000000 2.25 20150501 11.875 2 1 First Lien N Y 120 Prepay 360 120 N 20350501 CHEV
GROUP II G04 679193.01 3254.466506 360 351 5.375 0 0 0.375 5.75 Alexandria VA 22301 Single Family 679200 20050801 80.00 No MI 100015000000000000 2.25 20150701 11.75 1.875 1 First Lien N Y 120 Prepay 360 120 N 20350701 CHEV
GROUP I G01 380000 1820.833333 360 350 5.375 0 0 0.375 5.75 Sandestin FL 32550 PUD 380000 20050701 76.00 No MI 100015000000000000 2.5 20120601 11.75 1.875 1 First Lien N Y 84 Prepay 360 84 N 20350601 CHEV
GROUP II G04 505000 2525 360 350 5.625 0 0 0.375 6 Bowie MD 20720 PUD 505000 20050701 77.69 No MI 100015000000000000 2.25 20150601 12 2.125 1 First Lien N Y 120 Prepay 360 120 N 20350601 CHEV
GROUP II G04 157976.46 789.8823 360 350 5.625 0 0 0.375 6 Haymarket VA 20169 Single Family 158936 20050701 46.34 No MI 100015000000000000 2.25 20150601 12 1.875 1 First Lien N Y 120 Prepay 360 120 N 20350601 CHEV
GROUP II G04 324000 1586.25 360 351 5.5 0 0 0.375 5.875 Alexandria VA 22314 Condominium 324000 20050801 80.00 No MI 100015000000000000 2.25 20150701 11.875 1.875 1 First Lien N Y 120 Prepay 360 120 N 20350701 CHEV
GROUP II G03 500000 2291.666667 360 352 5.125 0 0 0.375 5.5 Fort Lauderdale FL 33316 Condominium 500000 20050901 77.52 No MI 100015000000000000 2.25 20100801 11.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20350801 CHEV
GROUP II G03 499999.89 2395.832806 360 353 5.375 0 0 0.375 5.75 STERLING VA 20164 PUD 500000 20051001 76.92 No MI 100015000000000000 2.25 20100901 11.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20350901 CHEV
GROUP I G01 66400 449.5833333 360 358 7.75 0 0 0.375 8.125 NASHVILLE TN 37218 Single Family 66400 20060301 80.00 No MI 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 279441.11 1678.75 360 358 5.625 0 0 0.375 6 WASHINGTON DC 20011 Single Family 280000 20060301 80.00 No MI 100085000000000000 2.25 20110201 11 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G02 60150 375.9375 360 358 7.125 0 0 0.375 7.5 DETROIT MI 48209 Single Family 60150 20060301 80.00 No MI 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 69698.72 501.49 360 354 7.375 0 0 0.375 7.75 HOUSTON TX 77063 Condominium 70000 20051101 70.00 No MI 100038000000000000 2.25 20101001 12.75 1.875 2 First Lien N N 0 No_PP 360 60 N 20351001 ADN1
GROUP I G01 254437.87 1611.14 360 358 6.25 0 0 0.25 6.5 Aventura FL 33160 Condominium 254900 20060301 57.28 No MI 100022000000000000 2.25 20130201 11.5 1.875 2 First Lien N N 0 No_PP 360 84 N 20360201 AFL2
GROUP II G01 224000 1096.666667 360 356 5.625 0 0 0.25 5.875 Hunter NY 12442 2-4 Family 224000 20060101 74.67 No MI 100022000000000000 2.25 20101201 10.875 2 2 First Lien N Y 60 Prepay 360 60 N 20351201 AFL2
GROUP II G02 188000 979.1666667 360 356 6 0 0 0.25 6.25 Victorville CA 92395 Single Family 188000 20060101 80.00 No MI 100022000000000000 2.25 20101201 11.25 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 AFL2
GROUP I G01 390563.92 1824.21 360 345 3.375 0 0 0.25 3.625 IMPERIAL BEACH CA 91932 Condominium 400000 20050201 47.39 No MI 100106000000000000 2.75 20070101 9.625 2 2 First Lien N N 0 No_PP 360 24 N 20350101 ADN1
GROUP II G02 279998.99 1516.661196 360 359 6.125 0 0 0.375 6.5 LAS VEGAS NV 89129 Single Family 279999 20060401 80.00 No MI 100038000000000000 2.25 20110301 11.5 2.5 2 First Lien N Y 60 No_PP 360 60 N 20360301 ADN1
GROUP I G01 224000 1213.333333 360 358 6.125 0 0 0.375 6.5 Kent WA 98030 Single Family 224000 20060301 80.00 No MI 100022000000000000 2.25 20090201 12.5 1.875 2 First Lien N Y 36 No_PP 360 36 N 20360201 AFL2
GROUP II G03 708000 3982.5 360 357 6.5 0 0 0.25 6.75 Northridge CA 91326 Single Family 708000 20060201 80.00 No MI 2.25 20110101 11.75 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 194000 949.7916667 360 359 5.5 0 0 0.375 5.875 Miami FL 33186 Single Family 194000 20060401 66.90 No MI 100022000000000000 2.25 20090301 11.875 2 2 First Lien N Y 36 Prepay 360 36 N 20360301 AFL2
GROUP II G03 559517.85 3632.15 360 359 6.5 0 0 0.25 6.75 Phoenix AZ 85020 Single Family 560000 20060401 80.00 No MI 100224000000000000 2.25 20110301 11.75 1.875 2 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 105600 583 360 359 6.375 0 0 0.25 6.625 BENSENVILLE IL 60105 Condominium 105600 20060401 80.00 No MI 2.25 20110301 11.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 ALT1
GROUP I G01 151784.76 1088.94 360 358 7.5 0 0 0.25 7.75 CHICAGO IL 60618 Condominium 152000 20060301 80.00 No MI 2.25 20090201 13.75 2 2 First Lien N N 0 No_PP 360 36 N 20360201 ALT1
GROUP I G01 184000 1265 360 358 8 0 0 0.25 8.25 CHICAGO IL 60623 2-4 Family 184000 20060301 80.00 No MI 2.25 20110201 13.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G02 156000 942.5 360 358 7 0 0 0.25 7.25 GLENDALE HEIGHTS IL 60139 PUD 156000 20060301 80.00 No MI 2.25 20110201 12.25 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G03 500000 2708.333333 360 359 6.25 0 0 0.25 6.5 RIVERWOODS IL 60015 Single Family 500000 20060401 80.00 No MI 2.25 20110301 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 ALT1
GROUP II G04 640836.02 3671.456365 360 352 6.625 0 0 0.25 6.875 LAS VEGAS NV 89131 Single Family 650000 20050901 76.47 No MI 100022000000000000 2.25 20150801 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20350801 ALT1
GROUP I G01 520000 3358.333333 360 358 7.5 0 0 0.25 7.75 CHICAGO IL 60607 Condominium 520000 20060301 80.00 No MI 2.25 20110201 12.75 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 360000 2250 360 359 7.25 0 0 0.25 7.5 NAPERVILLE IL 60540 Single Family 360000 20060401 80.00 No MI 2.25 20110301 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 ALT1
GROUP II G04 695000 3257.8125 360 349 5.25 0 0 0.375 5.625 Washington DC 20007 Single Family 695000 20050601 53.67 No MI 100015000000000000 2.25 20150501 11.625 2 1 First Lien N Y 120 Prepay 360 120 N 20350501 CHEV
GROUP II G03 472499.7 2116.404906 360 348 5 0 0 0.375 5.375 WOODBRIDGE VA 22192 PUD 472500 20050501 75.00 No MI 100015000000000000 2.25 20100401 11.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20350401 CHEV
GROUP II G04 548568 2628.555 360 348 5.375 0 0 0.375 5.75 Haymarket VA 20169 PUD 548568 20050501 80.00 No MI 100015000000000000 2.25 20150401 11.75 1.875 1 First Lien N Y 120 Prepay 360 120 N 20350401 CHEV
GROUP I G01 472000 2212.5 360 349 5.25 0 0 0.375 5.625 East Falmouth MA 2536 Single Family 472000 20050601 80.00 No MI 100015000000000000 2.25 20120501 11.625 1.875 1 First Lien N Y 84 Prepay 360 84 N 20350501 CHEV
GROUP II G04 656885 3147.573958 360 352 5.375 0 0 0.375 5.75 Lansdowne VA 20176 PUD 656885 20050901 61.97 No MI 100015000000000000 2.25 20150801 11.75 1.875 1 First Lien N Y 120 Prepay 360 120 N 20350801 CHEV
GROUP I G01 199285.71 996.42855 360 352 5.625 0 0 0.375 6 Germantown MD 20876 Condominium 200000 20050901 71.43 No MI 100015000000000000 2.25 20120801 12 1.875 1 First Lien N Y 84 Prepay 360 84 N 20350801 CHEV
GROUP II G04 340000 1664.583333 360 351 5.5 0 0 0.375 5.875 Fairfax VA 22031 Single Family 340000 20050801 61.82 No MI 100015000000000000 2.25 20150701 11.875 1.875 1 First Lien N Y 120 Prepay 360 120 N 20350701 CHEV
GROUP II G04 643381.64 3897.08 360 350 5.625 0 0 0.375 6 WASHINGTON DC 20015 Single Family 650000 20050701 79.27 No MI 100015000000000000 2.25 20150601 12 1.875 1 First Lien N N 0 Prepay 360 120 N 20350601 CHEV
GROUP II G04 799942.37 3833.05719 360 352 5.375 0 0 0.375 5.75 Potomac MD 20854 Single Family 800000 20050901 78.05 No MI 100015000000000000 2.25 20150801 11.75 1.875 1 First Lien N Y 120 Prepay 360 120 N 20350801 CHEV
GROUP II G04 471229.43 2208.887953 360 350 5.25 0 0 0.375 5.625 Bristow VA 20136 PUD 475000 20050701 73.08 No MI 100015000000000000 2.25 20150601 11.625 1.875 1 First Lien N Y 120 Prepay 360 120 N 20350601 CHEV
GROUP II G02 258800 1644.458333 360 357 7.25 0 0 0.375 7.625 APPLE VALLEY CA 92308 PUD 258800 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 279450 1542.796875 360 352 6.25 0 0 0.375 6.625 DAVENPORT FL 33897 PUD 279450 20050901 74.99 No MI 100010000000000000 2.25 20100801 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20350801 AFL2
GROUP II G01 146250 868.359375 360 353 6.75 0 0 0.375 7.125 DAVENPORT FL 33896 Condominium 146250 20051001 75.00 No MI 100010000000000000 2.25 20100901 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20350901 AFL2
GROUP II G01 80000 450 360 354 6.375 0 0 0.375 6.75 DAVENPORT FL 33896 PUD 80000 20051101 25.96 No MI 100010000000000000 2.25 20101001 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20351001 AFL2
GROUP I G01 346931.47 2110.42 360 346 5.625 0 0 0.375 6 JAMUL CA 91935 Single Family 352000 20050301 80.00 No MI 5.04 20070201 11 1.875 1 First Lien N N 0 Prepay 360 24 N 20350201 ALT1
GROUP II G02 350400 1971 360 359 6.375 0 0 0.375 6.75 Long Beach CA 90807 Condominium 350400 20060401 80.00 No MI 100034000000000000 2.25 20110301 11.75 4.665 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 942500 6086.979167 360 359 7.375 0 0 0.375 7.75 SAN JUAN BAUTISTA CA 95045 Single Family 942500 20060401 65.00 No MI 100146000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 217000 1152.8125 360 359 6 0 0 0.375 6.375 DOUGLASVILLE GA 30134 Single Family 217000 20060401 72.33 No MI 100032000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 57600 437.8 360 360 8 0 0 0.375 8.375 PHOENIX AZ 85015 Condominium 57600 20060501 80.00 No MI 100414000000000000 2.25 20110401 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360401 AFL2
GROUP I G01 481650 3261.171875 360 359 7.75 0 0 0.375 8.125 Triangle VA 22172 PUD 481650 20060401 80.00 No MI 100031000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 173600 922.25 360 359 6 0 0 0.375 6.375 Bonney Lake WA 98391 PUD 173600 20060401 70.00 No MI 100016000000000000 2.75 20110301 12.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 1500000 8750 360 359 6.625 0 0 0.375 7 Ocean City NJ 8226 Condominium 1500000 20060401 61.48 No MI 100016000000000000 2.25 20090301 13 2.375 2 First Lien N Y 120 No_PP 360 36 N 20360301 AFL2
GROUP II G01 264000 1567.5 360 359 6.75 0 0 0.375 7.125 Belleville NJ 7109 Single Family 264000 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 103200 698.75 360 359 7.75 0 0 0.375 8.125 TAFT CA 93268 Single Family 103200 20060401 80.00 No MI 100183000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 492000 3228.75 360 359 7.5 0 0 0.375 7.875 BURLINGAME CA 94010 Condominium 492000 20060401 80.00 No MI 100146000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 435792 2632.91 360 359 6.875 0 0 0.375 7.25 BEALETON VA 22712 Single Family 435792 20060401 80.00 No MI 100063000000000000 2.375 20080301 12.25 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360301 AFL2
GROUP I G01 256000 1653.333333 360 359 7.375 0 0 0.375 7.75 PHOENIX AZ 85014 2-4 Family 256000 20060401 80.00 No MI 100074000000000000 2.25 20110301 12.75 2 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 686374.4 4346.23 360 358 6.125 0 0 0.375 6.5 OCEANSIDE CA 92057 Single Family 687621 20060301 75.00 No MI 100063000000000000 2.25 20110201 11.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 327000 1771.25 360 359 6.125 0 0 0.375 6.5 el cajon CA 92020 Single Family 327000 20060401 72.67 No MI 100074000000000000 2.375 20080301 11.5 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360301 AFL2
GROUP II G02 302750 1639.895833 360 359 6.125 0 0 0.375 6.5 MENIFEE CA 92584 Single Family 302750 20060401 79.99 No MI 100063000000000000 2.25 20110301 11.5 2 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 212055 1259.076563 360 359 6.75 0 0 0.375 7.125 LAS VEGAS NV 89129 PUD 212055 20060401 80.00 No MI 100063000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 83200 580.6666667 360 359 8 0 0 0.375 8.375 DALLAS TX 75249 Single Family 83200 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 436800 2866.5 360 359 7.5 0 0 0.375 7.875 Fairview NJ 7022 2-4 Family 436800 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 96600 613.8125 360 358 7.25 0 0 0.375 7.625 East Point GA 30344 Condominium 96600 20060301 69.98 No MI 100136000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 63200 401.5833333 360 359 7.25 0 0 0.375 7.625 Mableton GA 30126 Single Family 63200 20060401 74.35 No MI 100229000000000000 2.25 20110301 13.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 455000 2464.583333 360 359 6.125 0 0 0.375 6.5 Saint Augustine FL 32080 Single Family 455000 20060401 69.95 No MI 100229000000000000 2.375 20080301 11.5 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360301 AFL2
GROUP I G01 540000 3543.75 360 359 7.5 0 0 0.375 7.875 ALEXANDRIA VA 22303 PUD 540000 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.875 2 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 138100 963.8229167 360 359 8 0 0 0.375 8.375 Tucson AZ 85730 PUD 138100 20060401 79.98 No MI 100101000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 130400 869.3333333 360 360 7.625 0 0 0.375 8 East Point GA 30344 Single Family 130400 20060501 80.00 No MI 100185000000000000 2.25 20110401 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360401 AFL2
GROUP I G01 138000 963.125 360 359 8 0 0 0.375 8.375 Snellville GA 30039 PUD 138000 20060401 75.00 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 650000 4468.75 360 359 7.875 0 0 0.375 8.25 MILPITAS CA 95035 2-4 Family 650000 20060401 72.22 No MI 100074000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 650000 4468.75 360 359 7.875 0 0 0.375 8.25 Milpitas CA 95035 2-4 Family 650000 20060401 72.22 No MI 100074000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 137600 931.6666667 360 359 7.75 0 0 0.375 8.125 CORDOVA TN 38018 Single Family 137600 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 464000 2513.333333 360 359 6.125 0 0 0.375 6.5 WASHINGTON DC 20017 Single Family 464000 20060401 80.00 No MI 100126000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 140000 904.1666667 360 359 7.375 0 0 0.375 7.75 SNELLVILLE GA 30078 2-4 Family 140000 20060401 80.00 No MI 010006600000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 88800 601.25 360 359 7.75 0 0 0.375 8.125 DECATUR GA 30035 Condominium 88800 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 87750 511.875 360 360 6.625 0 0 0.375 7 Newport News VA 23608 Single Family 87750 20060501 75.00 No MI 100091000000000000 2.25 20110401 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 520000 3520.833333 360 359 7.75 0 0 0.375 8.125 ALEXANDRIA VA 22303 PUD 520000 20060401 80.00 No MI 100057000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 98637.06 648.52 360 359 6.5 0 0 0.375 6.875 MUSKEGO WI 53150 Condominium 98720 20060401 80.00 No MI 100221000000000000 2.25 20110301 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 133500 723.125 360 359 6.125 0 0 0.375 6.5 Germantown MD 20874 Condominium 133500 20060401 62.97 No MI 100066000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 164800 961.3333333 360 359 6.625 0 0 0.375 7 North Port FL 34286 Single Family 164800 20060401 64.63 No MI 2.25 20110301 12 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 150400 908.6666667 360 359 6.875 0 0 0.375 7.25 Maineville OH 45039 PUD 150400 20060401 79.99 No MI 100031000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 80340.33 562.17 360 359 7.125 0 0 0.375 7.5 Plano TX 75075 Single Family 80400 20060401 80.00 No MI 100378000000000000 2.25 20110301 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 203250 1418.515625 360 359 8 0 0 0.375 8.375 North Port FL 34287 Single Family 203250 20060401 75.00 No MI 100418000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 86242 583.9302083 360 359 7.75 0 0 0.375 8.125 HOUSTON TX 77033 Single Family 86242 20060401 75.00 No MI 100414000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 565100 3649.604167 360 359 7.375 0 0 0.375 7.75 LAUREL MD 20707 PUD 565100 20060401 79.99 No MI 100289000000000000 2.25 20110301 13.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 310400 2004.666667 360 359 7.375 0 0 0.375 7.75 LAS VEGAS NV 89143 PUD 310400 20060401 80.00 No MI 100183000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 140000 918.75 360 359 7.5 0 0 0.375 7.875 Winston Salem NC 27106 Single Family 140000 20060401 80.00 No MI 100066000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 477400 3331.854167 360 359 8 0 0 0.375 8.375 Triangle VA 22172 Single Family 477400 20060401 79.99 No MI 100031000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 123000 858.4375 360 359 8 0 0 0.375 8.375 DECATUR GA 30032 Single Family 123000 20060401 75.00 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 480000 2950 360 359 7 0 0 0.375 7.375 Oxnard CA 93033 Single Family 480000 20060401 80.00 No MI 100096000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 195000 1239.0625 360 359 7.25 0 0 0.375 7.625 Lancaster CA 93536 Single Family 195000 20060401 75.00 No MI 100114000000000000 2.75 20110301 13.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 225000 1406.25 360 359 7.125 0 0 0.375 7.5 Puyallup WA 98375 Single Family 225000 20060401 75.00 No MI 100173000000000000 2.25 20110301 12.375 2.375 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 439600 3022.25 360 358 7.875 0 0 0.375 8.25 Miami FL 33135 2-4 Family 439600 20060301 80.00 No MI 100039000000000000 2.75 20110201 14.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 248700 1321.21875 360 359 6 0 0 0.375 6.375 Phoenix AZ 85054 Condominium 248700 20060401 79.99 No MI 1000407-0010600193 2.25 20110301 11.375 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 415200 2465.25 360 359 6.75 0 0 0.375 7.125 LOS ANGELES CA 90016 Single Family 415200 20060401 80.00 No MI 100311000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 164720 978.025 360 359 6.75 0 0 0.375 7.125 Aurora CO 80013 Single Family 164720 20060401 80.00 No MI 100095000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 169600 1166 360 359 7.875 0 0 0.375 8.25 Vancouver WA 98682 Townhouse 169600 20060401 80.00 No MI 100173000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 82500 541.40625 360 359 7.5 0 0 0.375 7.875 BALTIMORE MD 21230 Townhouse 82500 20060401 75.00 No MI 100289000000000000 2.25 20110301 13.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 400000 2625 360 359 7.5 0 0 0.375 7.875 RICHMOND CA 94806 Single Family 400000 20060401 80.00 No MI 100074000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 106800 656.375 360 359 7 0 0 0.375 7.375 GLENDALE AZ 85301 Single Family 106800 20060401 80.00 No MI 100071000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 258196 1694.41125 360 359 7.5 0 0 0.375 7.875 Green Valley AZ 85614 PUD 258196 20060401 80.00 No MI 100101000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 877500 4753.125 360 359 6.125 0 0 0.375 6.5 SAN CLEMENTE CA 92672 2-4 Family 877500 20060401 65.00 No MI 100194000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 200000 1125 360 359 6.375 0 0 0.375 6.75 ATLANTA GA 30318 Townhouse 200000 20060401 80.00 No MI 100185000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 243200 1418.666667 360 359 6.625 0 0 0.375 7 ORLANDO FL 32818 PUD 243200 20060401 80.00 No MI 100185000000000000 2.25 20110301 12 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 202383 1328.138438 360 359 7.5 0 0 0.375 7.875 Maricopa AZ 85239 PUD 202383 20060401 80.00 No MI 100101000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 114750 776.953125 360 359 7.75 0 0 0.375 8.125 Winder GA 30680 PUD 114750 20060401 75.00 No MI 100185000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 152000 1045 360 359 7.875 0 0 0.375 8.25 Idaho Springs CO 80452 Single Family 152000 20060401 80.00 No MI 100030000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 41600 294.6666667 360 359 8.125 0 0 0.375 8.5 GREENSBORO NC 27405 Single Family 41600 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 212050 1391.578125 360 359 7.5 0 0 0.375 7.875 RICHMOND VA 23223 PUD 212050 20060401 79.99 No MI 100031000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 256000 1493.333333 360 357 6.625 0 0 0.375 7 WASHINGTON DC 20011 2-4 Family 256000 20060201 80.00 No MI 100128000000000000 2.25 20110101 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 289297.45 1657.433307 360 358 6.5 0 0 0.375 6.875 Loxahatchee FL 33470 Single Family 289300 20060301 55.00 No MI 000000000000310123 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 132000 701.25 360 358 6 0 0 0.375 6.375 Haines City FL 33844 2-4 Family 132000 20060301 80.00 No MI 1003780-0000310182 2.25 20110201 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 620000 3810.416667 360 358 7 0 0 0.375 7.375 Fairfax VA 22031 PUD 620000 20060301 80.00 No MI 100062000000000000 2.25 20110201 12.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 296000 1850 360 359 7.125 0 0 0.375 7.5 FRESNO CA 93722 Single Family 296000 20060401 80.00 No MI 100183000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 167761.66 1203.57 360 358 7.375 0 0 0.375 7.75 Cartersville GA 30120 2-4 Family 168000 20060301 80.00 No MI 100378000000000000 2.75 20110201 12.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 143785.59 1006.87 360 358 7.125 0 0 0.375 7.5 Fairburn GA 30213 PUD 144000 20060301 75.00 No MI 1003780-0000311828 2.25 20110201 12.5 2.375 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 368000 2376.666667 360 356 7.375 0 0 0.375 7.75 WASHINGTON DC 20019 Single Family 368000 20060101 80.00 No MI 100128000000000000 2.25 20101201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP I G01 219468 1417.3975 360 359 7.375 0 0 0.375 7.75 Waxhaw NC 28173 PUD 219468 20060401 80.00 No MI 100028000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 632488 4084.818333 360 358 7.375 0 0 0.375 7.75 Mitchellville MD 20721 PUD 632488 20060301 80.00 No MI 100028000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 321600 1909.5 360 358 6.75 0 0 0.375 7.125 Phoenix AZ 85032 Single Family 321600 20060301 80.00 No MI 100016000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 156452 831.15125 360 359 6 0 0 0.375 6.375 Surprise AZ 85374 PUD 156502 20060401 55.60 No MI 100016000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 109550 684.6875 360 359 7.125 0 0 0.375 7.5 LOUISVILLE KY 40299 Condominium 109550 20060401 78.50 No MI 100331000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 232000 1329.166667 360 359 6.5 0 0 0.375 6.875 Newark NJ 7104 2-4 Family 232000 20060401 80.00 No MI 2.25 20110301 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 212000 1236.666667 360 359 6.625 0 0 0.375 7 Paterson NJ 7501 Single Family 212000 20060401 80.00 No MI 100234000000000000 2.25 20110301 12 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 469041.23 4213.92 360 354 9.875 0 0 0.375 10.25 Teaneck NJ 7666 Single Family 470250 20051101 95.00 Radian Guaranty 100070000000000000 5 20071001 15.25 1.875 1 First Lien N N 0 No_PP 360 24 N 20351001 AFL2
GROUP II G01 223992 1236.6225 360 358 6.25 0 0 0.375 6.625 LAS VEGAS NV 89149 Single Family 223992 20060301 80.00 No MI 010062500000000000 2.25 20110201 11.625 4.625 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 399284.42 2245.974863 360 358 6.375 0 0 0.375 6.75 APOLLO BEACH FL 33572 PUD 400000 20060301 80.00 No MI 100063000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 231992 1329.120833 360 358 6.5 0 0 0.375 6.875 LAS VEGAS NV 89131 Single Family 231992 20060301 80.00 No MI 100063000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 279913.79 1894.54 360 359 7.375 0 0 0.375 7.75 Riverside CA 92505 Single Family 280000 20060401 80.00 No MI 100311000000000000 2.25 20110301 12.75 1.875 1 First Lien Y N 0 Prepay 480 60 N 20360301 AFL2
GROUP II G01 386795 2457.759896 360 358 7.25 0 0 0.375 7.625 APOLLO BEACH FL 33572 PUD 386795 20060301 80.00 No MI 010006300000000000 2.375 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 251200 1439.166667 360 359 6.5 0 0 0.375 6.875 Glendale AZ 85306 Single Family 251200 20060401 80.00 No MI 100101000000000000 2.25 20110301 11.875 2 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 200000 1208.333333 360 359 6.875 0 0 0.375 7.25 Kerman CA 93630 Single Family 200000 20060401 80.00 No MI 100172000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 170950 1193.088542 360 359 8 0 0 0.375 8.375 Homestead FL 33033 Townhouse 170950 20060401 74.98 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 171000 1211.25 360 359 8.125 0 0 0.375 8.5 New Albany OH 43054 Single Family 171000 20060401 79.98 No MI 100185000000000000 2.25 20110301 13.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 147000 1025.9375 360 359 8 0 0 0.375 8.375 Las Vegas NV 89107 Single Family 147000 20060401 70.00 No MI 100173000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 135920 863.6583333 360 357 7.25 0 0 0.375 7.625 BALTIMORE MD 21230 Single Family 135920 20060201 80.00 No MI 100128000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 166288.35 1220.98 360 359 7.625 0 0 0.375 8 SEVERN MD 21144 Single Family 166400 20060401 80.00 No MI 100113000000000000 2.25 20110301 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 318400 1956.833333 360 359 7 0 0 0.375 7.375 CHANDLER AZ 85249 Single Family 318400 20060401 80.00 No MI 100183000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 321650 1675.260417 360 359 5.875 0 0 0.375 6.25 LAS VEGAS NV 89141 PUD 321650 20060401 62.46 No MI 100183000000000000 2.25 20110301 12.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 164800 1047.166667 360 359 7.25 0 0 0.375 7.625 BUFORD GA 30519 PUD 164800 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 159200 1028.166667 360 359 7.375 0 0 0.375 7.75 CUMMING GA 30040 Single Family 159200 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 109600 673.5833333 360 359 7 0 0 0.375 7.375 WOODSTOCK GA 30188 Single Family 109600 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 380800 2221.333333 360 359 6.625 0 0 0.375 7 Las Vegas NV 89123 PUD 380800 20060401 80.00 No MI 100195000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 92000 594.1666667 360 359 7.375 0 0 0.375 7.75 SHERMAN TX 75092 Single Family 92000 20060401 80.00 No MI 1002518-0000000865 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 152000 950 360 359 7.125 0 0 0.375 7.5 LAS VEGAS NV 89121 Single Family 152000 20060401 80.00 No MI 100183000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 744000 4262.5 360 358 6.5 0 0 0.375 6.875 Antioch TN 37013 Single Family 744000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 633400 4288.645833 360 359 7.75 0 0 0.375 8.125 Keystone CO 80435 Condominium 633400 20060401 80.00 No MI 100113000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 154000 1010.625 360 359 7.5 0 0 0.375 7.875 Huchinson MN 55350 Single Family 154000 20060401 80.00 No MI 100221000000000000 5.875 20110301 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 161250 1041.40625 360 359 7.375 0 0 0.375 7.75 Aurora CO 80012 Single Family 161250 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.75 5.5 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 143905.8 1069.2 360 359 7.75 0 0 0.375 8.125 LINDEN NJ 7036 Single Family 144000 20060401 80.00 No MI 100247000000000000 3.625 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 413600 2498.833333 360 359 6.875 0 0 0.375 7.25 GRANADA HILLS CA 91344 Single Family 413600 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.25 3.25 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 160000 1050 360 359 7.5 0 0 0.375 7.875 LOUISVILLE KY 40204 Condominium 160000 20060401 80.00 No MI 100331000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G03 877500 5210.15625 360 359 6.75 0 0 0.375 7.125 LOS ANGELES CA 90077 2-4 Family 877500 20060401 65.00 No MI 100059000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 117523.07 873.18 360 359 7.75 0 0 0.375 8.125 Houston TX 77066 PUD 117600 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 116000 749.1666667 360 359 7.375 0 0 0.375 7.75 Aubrey TX 76227 Single Family 116000 20060401 79.83 No MI 100099000000000000 2.25 20090301 13.75 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360301 AFL2
GROUP I G01 215999.11 1237.494901 360 359 6.5 0 0 0.375 6.875 Capitol Heights MD 20743 Single Family 216000 20060401 80.00 No MI 100035000000000000 2.25 20090301 12.875 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360301 AFL2
GROUP II G01 174249.84 1131.16 360 359 6.375 0 0 0.375 6.75 NASHPORT OH 43830 Single Family 174400 20060401 80.00 No MI 100331000000000000 2.25 20110301 11.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G03 426000 2440.625 360 359 6.5 0 0 0.375 6.875 ANAHEIM CA 92804 Single Family 426000 20060401 68.16 No MI 100311000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 397200 2234.25 360 359 6.375 0 0 0.375 6.75 Pacoima CA 91331 Single Family 397200 20060401 80.00 No MI 100096000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 50050 344.09375 360 359 7.875 0 0 0.375 8.25 Saint Louis MO 63118 Single Family 50050 20060401 66.64 No MI 100185000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 128100 894.03125 360 359 8 0 0 0.375 8.375 Vero Beach FL 32962 2-4 Family 128100 20060401 70.00 No MI 100173000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 128100 894.03125 360 359 8 0 0 0.375 8.375 vero beach FL 32962 2-4 Family 128100 20060401 70.00 No MI 100173000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 448000 3126.666667 360 359 8 0 0 0.375 8.375 Coral Springs FL 33065 2-4 Family 448000 20060401 70.00 No MI 100203000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 110530 690.8125 360 359 7.125 0 0 0.375 7.5 PALMER LAKE CO 80133 Condominium 110530 20060401 70.00 No MI 100199000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 285000 1870.3125 360 359 7.5 0 0 0.375 7.875 Littleton CO 80126 PUD 285000 20060401 75.00 No MI 100091000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 93675 575.7109375 360 359 7 0 0 0.375 7.375 Eloy AZ 85231 Single Family 93675 20060401 75.00 No MI 100238000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 236000 1425.833333 360 359 6.875 0 0 0.375 7.25 MANASSAS VA 20109 Condominium 236000 20060401 80.00 No MI 100031000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 136000 920.8333333 360 359 7.75 0 0 0.375 8.125 St Paul MN 55104 2-4 Family 136000 20060401 80.00 No MI 100221000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 131920 797.0166667 360 359 6.875 0 0 0.375 7.25 WINDER GA 30680 Single Family 131920 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 120720.98 896.94 360 359 7.75 0 0 0.375 8.125 LAWRENCEVILLE GA 30044 Single Family 120800 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 123898.35 824.98 360 359 6.625 0 0 0.375 7 SUGAR HILL GA 30518 Single Family 124000 20060401 80.00 No MI 100185000000000000 2.25 20110301 12 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 211200 1210 360 359 6.5 0 0 0.375 6.875 Surprise AZ 85388 PUD 211200 20060401 80.00 No MI 100087000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 275000 1718.75 360 358 7.125 0 0 0.375 7.5 HIGHLAND CA 92346 Single Family 275000 20060301 73.33 No MI 100087000000000000 2.25 20110201 13.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 276000 1811.25 360 358 7.5 0 0 0.375 7.875 Arlington VA 22204 Condominium 276000 20060301 80.00 No MI 100031000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 225000 1500 360 358 7.625 0 0 0.375 8 Hollywood FL 33024 Single Family 225000 20060301 75.00 No MI 100185000000000000 2.25 20110201 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 91000 559.2708333 360 359 7 0 0 0.375 7.375 Humble TX 77338 PUD 91000 20060401 70.00 No MI 100185000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 200000 1291.666667 360 358 7.375 0 0 0.375 7.75 NEW BALTIMORE MI 48047 Single Family 200000 20060301 80.00 No MI 1000608-0601003622 2.25 20110201 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 108000 697.5 360 359 7.375 0 0 0.375 7.75 Phoenix AZ 85023 Townhouse 108000 20060401 80.00 No MI 100071000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 243200 1317.333333 360 358 6.125 0 0 0.375 6.5 Lakeville MN 55044 Single Family 243200 20060301 80.00 No MI 010022100000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 240000 1600 360 358 7.625 0 0 0.375 8 Minneapolis MN 55404 2-4 Family 240000 20060301 80.00 No MI 100221000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 136000 708.3333333 360 358 5.875 0 0 0.375 6.25 Orem UT 84057 Single Family 136000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 129558.31 873.56 360 359 6.75 0 0 0.375 7.125 KEENESAW GA 30044 Condominium 129662 20060401 79.74 No MI 100293000000000000 2.25 20110301 12.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 262000 1446.458333 360 358 6.25 0 0 0.375 6.625 Phoenix AZ 85021 Single Family 262000 20060301 58.22 No MI 100016000000000000 2.25 20110201 12.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 367250 1912.760417 360 358 5.875 0 0 0.375 6.25 HAWTHORNE CA 90250 2-4 Family 367250 20060301 65.00 No MI 100087000000000000 2.25 20130201 12.25 1.875 2 First Lien N Y 120 No_PP 360 84 N 20360201 AFL2
GROUP II G02 268000 1675 360 358 7.125 0 0 0.375 7.5 LARGO MD 20774 Single Family 268000 20060301 80.00 No MI 100031000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 299000 1806.458333 360 358 6.875 0 0 0.375 7.25 SANDSTON VA 23150 PUD 299000 20060301 80.00 No MI 100315000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 236000 1450.416667 360 359 7 0 0 0.375 7.375 Overland Park KS 66221 Single Family 236000 20060401 80.00 No MI 100400000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 140800 733.3333333 360 358 5.875 0 0 0.375 6.25 CUMMING GA 30040 PUD 140800 20060301 80.00 No MI 100032000000000000 2.25 20110201 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 133775.55 724.6175625 360 358 6.125 0 0 0.375 6.5 CORNELIUS NC 28031 PUD 133832 20060301 80.00 No MI 100032000000000000 2.25 20110201 11 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 141960 931.6125 360 358 7.5 0 0 0.375 7.875 SNELLVILLE GA 30039 PUD 141960 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 199240 1203.741667 360 358 6.875 0 0 0.375 7.25 ELLENWOOD GA 30294 PUD 199240 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 168720 1001.775 360 358 6.75 0 0 0.375 7.125 POWDER SPRINGS GA 30127 PUD 168720 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 174106 1178.842708 360 358 7.75 0 0 0.375 8.125 FAIRBURN GA 30213 PUD 174106 20060301 80.00 No MI 100032000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 156293.2 830.307625 360 357 6 0 0 0.375 6.375 SUWANEE GA 30024 PUD 156450 20060201 79.99 No MI 100032000000000000 2.25 20110101 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 122640 804.825 360 358 7.5 0 0 0.375 7.875 ATLANTA GA 30310 Single Family 122640 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 184000 1265 360 358 7.875 0 0 0.375 8.25 ATLANTA GA 30310 Single Family 184000 20060301 80.00 No MI 100032000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 105590 703.9333333 360 358 7.625 0 0 0.375 8 NEWNAN GA 30263 Single Family 105600 20060301 80.00 No MI 100032000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 50400 325.5 360 358 7.375 0 0 0.375 7.75 DALLAS GA 30157 Single Family 50400 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 121592 797.9475 360 358 7.5 0 0 0.375 7.875 COVINGTON GA 30016 PUD 121592 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 122792 716.2866667 360 358 6.625 0 0 0.375 7 RIVERDALE GA 30296 PUD 122792 20060301 80.00 No MI 100032000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 99200 568.3333333 360 357 6.5 0 0 0.375 6.875 MCDONOUGH GA 30253 Single Family 99200 20060201 80.00 No MI 100032000000000000 2.25 20110101 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 114792 717.45 360 358 7.125 0 0 0.375 7.5 HAMPTON GA 30228 PUD 114792 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 153450 911.109375 360 358 6.75 0 0 0.375 7.125 DUNDEE FL 33838 PUD 153450 20060301 79.98 No MI 100032000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 139750 960.78125 360 358 7.875 0 0 0.375 8.25 WINTER HAVEN FL 33881 PUD 139750 20060301 79.99 No MI 100032000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 160792 988.2008333 360 358 7 0 0 0.375 7.375 DACULA GA 30019 PUD 160792 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 122720 830.9166667 360 358 7.75 0 0 0.375 8.125 LAWRENCEVILLE GA 30044 Single Family 122720 20060301 80.00 No MI 100032000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 171597.21 1000.983725 360 358 6.625 0 0 0.375 7 COVINGTON GA 30016 PUD 171672 20060301 80.00 No MI 010032100000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 132392 855.0316667 360 358 7.375 0 0 0.375 7.75 COVINGTON GA 30016 PUD 132392 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 120000 787.5 360 358 7.5 0 0 0.375 7.875 COHUTTA GA 30710 Single Family 120000 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 166508 988.64125 360 358 6.75 0 0 0.375 7.125 SNELLVILLE GA 30039 PUD 166508 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 147592 999.3208333 360 358 7.75 0 0 0.375 8.125 LOCUST GROVE GA 30248 PUD 147592 20060301 80.00 No MI 100032000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 1000000 6354.166667 360 358 7.25 0 0 0.375 7.625 FORT MACARTHUR CA 90731 Single Family 1000000 20060301 80.00 No MI 100194000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 107199 736.993125 360 358 7.875 0 0 0.375 8.25 CONYERS GA 30013 Single Family 107199 20060301 80.00 No MI 100032000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 175200 1058.5 360 357 6.875 0 0 0.375 7.25 ATLANTA GA 30331 PUD 175200 20060201 79.65 No MI 100032000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 125050 690.3802083 360 358 6.25 0 0 0.375 6.625 LAWRENCEVILLE GA 30044 PUD 125050 20060301 71.42 No MI 100032000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 309656 1709.559167 360 359 6.25 0 0 0.375 6.625 ATLANTA GA 30339 PUD 309656 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 462332 2793.255833 360 359 6.875 0 0 0.375 7.25 LATHROP CA 95330 Single Family 462332 20060401 80.00 No MI 010005700000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 274276 1799.93625 360 359 7.5 0 0 0.375 7.875 GLENDALE AZ 85310 PUD 274276 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 463596 2945.76625 360 359 7.25 0 0 0.375 7.625 STREAMWOOD IL 60107 PUD 463596 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G04 284000 1567.916667 360 359 6.25 0 0 0.375 6.625 DENVER CO 80206 Single Family 284000 20060401 80.00 No MI 100047000000000000 2.25 20160301 11.625 1.875 1 First Lien N Y 120 No_PP 360 120 N 20360301 AFL2
GROUP I G01 237750 1560.234375 360 359 7.5 0 0 0.375 7.875 Liberty MO 64068 Single Family 237750 20060401 75.00 No MI 100400000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 194625 1277.226563 360 359 7.5 0 0 0.375 7.875 Kearney MO 64060 Single Family 194625 20060401 75.00 No MI 100400000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 73104.98 499.35 360 359 6.875 0 0 0.375 7.25 Amarillo TX 79103 Single Family 73200 20060401 80.00 No MI 100252000000000000 2.25 20110301 12.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 195952 1061.406667 360 359 6.125 0 0 0.375 6.5 Las Vegas NV 89139 PUD 195952 20060401 80.00 No MI 100195000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 415200 2854.5 360 358 7.875 0 0 0.375 8.25 DORCHESTER MA 2124 2-4 Family 415200 20060301 80.00 No MI 100095000000000000 2.25 20110201 14.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 136000 935 360 358 7.875 0 0 0.375 8.25 Phoenix AZ 85051 PUD 136000 20060301 80.00 No MI 100195000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 327000 1669.0625 360 359 5.75 0 0 0.375 6.125 CASTLE ROCK CO 80108 PUD 327000 20060401 19.82 No MI 100076000000000000 2.25 20090301 12.125 1.875 1 First Lien N Y 120 Prepay 360 36 N 20360301 AFL2
GROUP II G01 253000 1423.125 360 359 6.375 0 0 0.375 6.75 Hollywood FL 33024 Single Family 253000 20060401 89.72 PMI 100022000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 359382.66 2609.67 360 358 7.5 0 0 0.375 7.875 Corona CA 92881 Condominium 359920 20060301 80.00 No MI 100034000000000000 2.25 20130201 13.875 1.875 2 First Lien N N 0 Prepay 360 84 N 20360201 AFL2
GROUP II G01 154399.99 948.9166052 360 358 7 0 0 0.375 7.375 Bessemer AL 35022 Single Family 154400 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 228000 1520 360 358 7.625 0 0 0.375 8 Washington DC 20032 Condominium 228000 20060301 80.00 No MI 100031000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 123725 708.8411458 360 359 6.5 0 0 0.375 6.875 Savannah GA 31401 Single Family 123725 20060401 70.00 No MI 100264000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 219200 1415.666667 360 359 7.375 0 0 0.375 7.75 BOISE ID 83713 PUD 219200 20060401 80.00 No MI 100425000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 622400 3954.833333 360 359 7.25 0 0 0.375 7.625 Scottsdale AZ 85254 Single Family 622400 20060401 80.00 No MI 100101000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 220000 1420.833333 360 359 7.375 0 0 0.375 7.75 MERIDIAN ID 83642 PUD 220000 20060401 80.00 No MI 100425000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 59400 371.25 360 358 7.125 0 0 0.375 7.5 Blue Springs MO 64014 Condominium 59400 20060301 69.96 No MI 2.25 20110201 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 123900 722.75 360 359 6.625 0 0 0.375 7 San Antonio TX 78253 PUD 123900 20060401 70.00 No MI 100102000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 493999.75 2778.748594 360 358 6.375 0 0 0.375 6.75 Washington DC 20001 Single Family 494000 20060301 65.00 No MI 100034000000000000 2.25 20110201 12.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 184000 1150 360 359 7.125 0 0 0.375 7.5 Phoenix AZ 85043 PUD 184000 20060401 79.99 No MI 100420000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 356000 2002.5 360 358 6.375 0 0 0.375 6.75 Floral Park NY 11001 Single Family 356000 20060301 80.00 No MI 100103000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 210080 1356.766667 360 359 7.375 0 0 0.375 7.75 MERIDIAN ID 83642 PUD 210080 20060401 80.00 No MI 100425000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 340800 2201 360 359 7.375 0 0 0.375 7.75 PLEASANT VIEW UT 84414 Single Family 340800 20060401 80.00 No MI 100114000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 143250 984.84375 360 358 7.875 0 0 0.375 8.25 Snellville GA 30039 Single Family 143250 20060301 75.00 No MI 100185000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 271880 1727.570833 360 360 7.25 0 0 0.375 7.625 Denver CO 80203 Condominium 271880 20060501 70.00 No MI 100113000000000000 2.25 20110401 12.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 224880 1452.35 360 359 7.375 0 0 0.375 7.75 BOISE ID 83709 PUD 224880 20060401 80.00 No MI 100425000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 131305 861.6890625 360 359 7.5 0 0 0.375 7.875 Redmond OR 97756 Single Family 131305 20060401 75.00 No MI 100114000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 480000 3000 360 359 7.125 0 0 0.375 7.5 Chicago IL 60618 2-4 Family 480000 20060401 64.60 No MI 100400000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 528000 3245 360 358 7 0 0 0.375 7.375 Los Angeles CA 90041 Single Family 528000 20060301 80.00 No MI 100034000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 166478 936.43875 360 359 6.375 0 0 0.375 6.75 TACOMA WA 98406 Single Family 166478 20060401 65.00 No MI 100425000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 168000 840 360 359 5.625 0 0 0.375 6 PHOENIX AZ 85033 Single Family 168000 20060401 80.00 No MI 100414000000000000 2.25 20110301 11 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 235500 1594.53125 360 358 7.75 0 0 0.375 8.125 ARVADA CO 80004 Single Family 235500 20060301 75.00 No MI 100414000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 632000 4147.5 360 358 7.5 0 0 0.375 7.875 Hacienda Heights CA 91745 Single Family 632000 20060301 79.50 No MI 100022000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 228000 1425 360 359 7.125 0 0 0.375 7.5 Tequesta FL 33469 Single Family 228000 20060401 80.00 No MI 100271000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 319999.06 1866.661183 360 358 6.625 0 0 0.375 7 SILVER SPRING MD 20906 Single Family 320000 20060301 80.00 No MI 100031000000000000 2.375 20080201 12 1.875 1 First Lien N Y 120 Prepay 360 24 N 20360201 AFL2
GROUP II G03 727500 4471.09375 360 358 7 0 0 0.375 7.375 Upland CA 91784 Single Family 727500 20060301 75.00 No MI 100080000000000000 2.25 20110201 12.375 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 198000 1361.25 360 358 7.875 0 0 0.375 8.25 Tallahassee FL 32303 Single Family 198000 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 544000 3343.333333 360 359 7 0 0 0.375 7.375 VALLEJO CA 94591 Single Family 544000 20060401 80.00 No MI 100400000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 69941.19 459.85 360 359 6.5 0 0 0.375 6.875 CASEVILLE MI 48725 Single Family 70000 20060401 37.23 No MI 2.25 20110301 12.875 1.875 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 539520 3484.4 360 358 7.375 0 0 0.375 7.75 Saint Charles MO 63303 PUD 539520 20060301 80.00 No MI 100266000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 197500 1049.21875 360 359 6 0 0 0.375 6.375 Mesa AZ 85210 Single Family 197500 20060401 79.80 No MI 100071000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 260000 1570.833333 360 357 6.875 0 0 0.375 7.25 LAVEEN AZ 85339 PUD 260000 20060201 80.00 No MI 100063000000000000 2.375 20080101 12.25 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP II G01 259200 1566 360 358 6.875 0 0 0.375 7.25 MIDDLETOWN MD 21769 Single Family 259200 20060301 80.00 No MI 100031000000000000 2.25 20110201 12.25 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 444720 2686.85 360 359 6.875 0 0 0.375 7.25 Haymarket VA 20169 PUD 444720 20060401 80.00 No MI 100218000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 284000 1834.166667 360 359 7.375 0 0 0.375 7.75 Mansfield TX 76063 Single Family 284000 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 318699.06 2191.056038 360 358 7.875 0 0 0.375 8.25 Riverside CA 92507 PUD 318700 20060301 79.99 No MI 100026000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 89530 587.540625 360 359 7.5 0 0 0.375 7.875 Harvest AL 35749 Single Family 89530 20060401 70.00 No MI 010023800000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 109200 750.75 360 358 7.875 0 0 0.375 8.25 PEORIA AZ 85382 PUD 109200 20060301 80.00 No MI 100414000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 508000 3386.666667 360 359 7.625 0 0 0.375 8 West Hills CA 91307 Single Family 508000 20060401 80.00 No MI 100034000000000000 2.25 20110301 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G03 765100 4303.6875 360 359 6.375 0 0 0.375 6.75 Islamorada FL 33036 Single Family 765100 20060401 70.00 No MI 2.25 20110301 11.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 366100 2326.260417 360 358 7.25 0 0 0.375 7.625 Fairfax VA 22033 Condominium 366100 20060301 79.99 No MI 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 260000 1679.166667 360 358 7.375 0 0 0.375 7.75 Burke VA 22015 PUD 260000 20060301 80.00 No MI 100218000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 200800 1255 360 358 7.125 0 0 0.375 7.5 FREDERICK MD 21703 PUD 200800 20060301 80.00 No MI 100031000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 460500 3117.96875 360 358 7.75 0 0 0.375 8.125 FREDERICK MD 21704 Single Family 460500 20060301 80.00 No MI 100031000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 308000 1828.75 360 358 6.75 0 0 0.375 7.125 Long Beach CA 90810 Single Family 308000 20060301 80.00 No MI 100187000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 304000 1710 360 357 6.375 0 0 0.375 6.75 RIALTO CA 92377 Single Family 304000 20060201 80.00 No MI 100183000000000000 2.25 20110101 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 239199.99 1494.999938 360 358 7.125 0 0 0.375 7.5 Millersville MD 21108 PUD 239200 20060301 80.00 No MI 100031000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 1000000 5520.833333 360 358 6.25 0 0 0.375 6.625 Santa Ana CA 92705 Single Family 1000000 20060301 61.73 No MI 100034000000000000 2.25 20110201 12.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 291136 1849.926667 360 358 7.25 0 0 0.375 7.625 Conroe TX 77303 PUD 291136 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 151920 981.15 360 358 7.375 0 0 0.375 7.75 Salton City CA 92275 Single Family 151920 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 338000 2539.28 360 360 7.875 0 0 0.375 8.25 New Castle CO 81647 Single Family 338000 20060501 80.00 No MI 100095000000000000 2.25 20110401 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360401 AFL2
GROUP I G01 188716 1258.106667 360 359 7.625 0 0 0.375 8 JACKSONVILLE FL 32216 PUD 188716 20060401 80.00 No MI 100057000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 191880 1279.2 360 359 7.625 0 0 0.375 8 JACKSONVILLE FL 32216 PUD 191880 20060401 80.00 No MI 100057000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 375000 2148.4375 360 358 6.5 0 0 0.375 6.875 ALBANY CA 94706 Single Family 375000 20060301 75.00 No MI 100074000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 128000 800 360 358 7.125 0 0 0.375 7.5 GERMANTOWN MD 20874 Condominium 128000 20060301 80.00 No MI 100289000000000000 2.25 20110201 13.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 516000 3278.75 360 358 7.25 0 0 0.375 7.625 San Jose CA 95127 Single Family 516000 20060301 80.00 No MI 100202000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 322500 1847.65625 360 358 6.5 0 0 0.375 6.875 PINOLE CA 94564 2-4 Family 322500 20060301 75.00 No MI 100074000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 61200 344.25 360 358 6.375 0 0 0.375 6.75 DAYTON OH 45429 Single Family 61200 20060301 80.00 No MI 100204000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 92692 531.0479167 360 359 6.5 0 0 0.375 6.875 WINDER GA 30680 Single Family 92692 20060401 80.00 No MI 100021000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 128000 733.3333333 360 358 6.5 0 0 0.375 6.875 Foley AL 36535 Single Family 128000 20060301 80.00 No MI 100229000000000000 2.25 20110201 12.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 256000 1706.666667 360 358 7.625 0 0 0.375 8 CRANSTON RI 2920 Single Family 256000 20060301 80.00 No MI 100095000000000000 2.25 20110201 14 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 157600 1001.416667 360 359 7.25 0 0 0.375 7.625 LAUREL MD 20707 Condominium 157600 20060401 80.00 No MI 100289000000000000 2.25 20110301 13.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 166400 988 360 358 6.75 0 0 0.375 7.125 Buckeye AZ 85326 PUD 166400 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 116000 749.1666667 360 358 7.375 0 0 0.375 7.75 New Port Richey FL 34652 Single Family 116000 20060301 80.00 No MI 100034000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 105200 679.4166667 360 359 7.375 0 0 0.375 7.75 HOUSTON TX 77084 PUD 105200 20060401 80.00 No MI 100199000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 318400 1890.5 360 357 6.75 0 0 0.375 7.125 Snellville GA 30039 PUD 318400 20060201 80.00 No MI 100378000000000000 2.25 20110101 12.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G02 78274.23 528.2 360 358 6.75 0 0 0.375 7.125 Pharr TX 78577 PUD 78400 20060301 80.00 No MI 100378000000000000 2.25 20110201 12.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 96000 610 360 358 7.25 0 0 0.375 7.625 Lenexa KS 66215 Single Family 96000 20060301 80.00 No MI 100378000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 133000 831.25 360 359 7.125 0 0 0.375 7.5 Denver CO 80220 Single Family 133000 20060401 70.00 No MI 100173000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 66500 457.1875 360 359 7.875 0 0 0.375 8.25 Inkster MI 48141 Single Family 66500 20060401 70.00 No MI 100173000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 71400 490.875 360 359 7.875 0 0 0.375 8.25 Aurora CO 80012 PUD 71400 20060401 70.00 No MI 100173000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 535666.84 4073.99 360 359 8 0 0 0.375 8.375 HENDERSON NV 89074 PUD 536000 20060401 80.00 No MI 100022000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 158987 977.1076042 360 359 7 0 0 0.375 7.375 Peyton CO 80831 Single Family 158987 20060401 75.00 No MI 010011300000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 57264.39 435.52 360 359 8 0 0 0.375 8.375 LOUISVILLE KY 40212 Single Family 57300 20060401 74.42 No MI 100404000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 252390 1656.309375 360 359 7.5 0 0 0.375 7.875 QUEEN CREEK AZ 85242 PUD 252390 20060401 80.00 No MI 100189000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 237777.32 1504.32 360 359 6.125 0 0 0.375 6.5 VISALIA CA 93277 2-4 Family 238000 20060401 67.04 No MI 100074000000000000 2.25 20090301 12.5 1.875 1 First Lien N N 0 No_PP 360 36 N 20360301 AFL2
GROUP II G02 279200 1570.5 360 358 6.375 0 0 0.375 6.75 PASO ROBLES CA 93446 PUD 279200 20060301 80.00 No MI 100074000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 168650 895.953125 360 359 6 0 0 0.375 6.375 Apopka FL 32703 PUD 168650 20060401 74.99 No MI 100185000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 455000 2417.1875 360 358 6 0 0 0.375 6.375 MAYWOOD CA 90270 2-4 Family 455000 20060301 65.00 No MI 100146000000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 399920 2291.208333 360 359 6.5 0 0 0.375 6.875 SAN DIEGO CA 92123 Single Family 399920 20060401 80.00 No MI 100185000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 288000 1770 360 359 7 0 0 0.375 7.375 Las Vegas NV 89131 PUD 288000 20060401 80.00 No MI 1001949-2415041902 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 111919.67 641.2064427 360 359 6.5 0 0 0.375 6.875 PORTER TX 77365 PUD 111920 20060401 80.00 No MI 100414000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 41222.32 302.68 360 359 7.625 0 0 0.375 8 Montgomery AL 36110 Single Family 41250 20060401 68.75 No MI 100238000000000000 2.25 20110301 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 338752 2364.206667 360 359 8 0 0 0.375 8.375 SURPRISE AZ 85374 PUD 338752 20060401 80.00 No MI AS1240 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 240700 1479.302083 360 359 7 0 0 0.375 7.375 Macuugie PA 18011 Single Family 240700 20060401 80.00 No MI 100076000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 121600 899.3333333 360 357 8.5 0 0 0.375 8.875 Atlanta GA 30349 Single Family 121600 20060201 80.00 No MI 100039000000000000 2.75 20110101 14.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 221000 1404.270833 360 359 7.25 0 0 0.375 7.625 NEWARK NJ 7108 2-4 Family 221000 20060401 65.00 No MI 3.75 20110301 12.625 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 195204.85 1118.36112 360 359 6.5 0 0 0.375 6.875 Las Vegas NV 89139 PUD 195369 20060401 70.00 No MI 1001949-2410601717 2.25 20110301 11.875 3.375 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 319200 1795.5 360 359 6.375 0 0 0.375 6.75 Green Cove Springs FL 32043 PUD 319200 20060401 79.82 No MI 100229000000000000 2.25 20110301 12.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 1087500 6570.3125 360 359 6.875 0 0 0.375 7.25 Scottsdale AZ 85262 Single Family 1087500 20060401 75.00 No MI 1001699-0038000018 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 880000 5866.666667 360 358 7.625 0 0 0.375 8 El Dorado Hills CA 95762 PUD 880000 20060301 80.00 No MI 100034000000000000 2.25 20110201 14 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 1000000 5833.333333 360 358 6.625 0 0 0.375 7 Miami FL 33173 Single Family 1000000 20060301 76.92 No MI 100034000000000000 2.25 20110201 13 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 84500 457.7083333 360 357 6.125 0 0 0.375 6.5 Arizona City AZ 85223 2-4 Family 84500 20060201 65.00 No MI 100034000000000000 2.25 20110101 12.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 864000 5400 360 358 7.125 0 0 0.375 7.5 Acton CA 93510 PUD 864000 20060301 69.12 No MI 100034000000000000 2.25 20110201 13.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 184000 1073.333333 360 358 6.625 0 0 0.375 7 Brunswick GA 31525 Single Family 184000 20060301 80.00 No MI 100066000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 238400 1341 360 358 6.375 0 0 0.375 6.75 Roswell GA 30075 Single Family 238400 20060301 80.00 No MI 100066000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 53159.52 367.44 360 359 7 0 0 0.375 7.375 Columbia SC 29203 Single Family 53200 20060401 80.00 No MI 100147000000000000 2.25 20110301 12.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 247000 1312.1875 360 359 6 0 0 0.375 6.375 Olney MD 20832 PUD 247000 20060401 64.83 No MI 2.25 20110301 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 54860 314.3020833 360 358 6.5 0 0 0.375 6.875 Atlanta GA 30311 Single Family 54860 20060301 65.00 No MI 100034000000000000 2.25 20110201 12.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 552000 3450 360 359 7.125 0 0 0.375 7.5 Berkeley Heights NJ 7922 Single Family 552000 20060401 64.94 No MI 010027100000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 141600 899.75 360 359 7.25 0 0 0.375 7.625 ROWLETT TX 75089 Single Family 141600 20060401 80.00 No MI 010025200000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 155200 873 360 359 6.375 0 0 0.375 6.75 DULUTH GA 30096 Single Family 155200 20060401 80.00 No MI 100185000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 305000 1810.9375 360 359 6.75 0 0 0.375 7.125 Chandler AZ 85249 PUD 305000 20060401 43.57 No MI 100101000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 56493.7 339.05 360 359 5.625 0 0 0.375 6 Jacksonville FL 32223 Condominium 56550 20060401 61.97 No MI 100185000000000000 2.25 20110301 11 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 336000 2205 360 359 7.5 0 0 0.375 7.875 GARDEN GROVE CA 92843 PUD 336000 20060401 80.00 No MI 100246000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 163120 1138.441667 360 359 8 0 0 0.375 8.375 Kissimmee FL 34759 PUD 163120 20060401 80.00 No MI 100039000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 96177 651.1984375 360 359 7.75 0 0 0.375 8.125 SPRING TX 77379 Single Family 96177 20060401 75.00 No MI 100199000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 427000 2802.1875 360 359 7.5 0 0 0.375 7.875 SACRAMENTO CA 95817 2-4 Family 427000 20060401 70.00 No MI 100059000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 168750 1019.53125 360 359 6.875 0 0 0.375 7.25 Greeley CO 80631 Single Family 168750 20060401 75.00 No MI 100030000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 164000 1076.25 360 359 7.5 0 0 0.375 7.875 KINGMAN AZ 89401 Single Family 164000 20060401 80.00 No MI 100034000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 105000 689.0625 360 359 7.5 0 0 0.375 7.875 Miami FL 33130 Condominium 105000 20060401 70.00 No MI 100185000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 719778.75 4423.640234 360 358 7 0 0 0.375 7.375 San Diego CA 92103 2-4 Family 720000 20060301 80.00 No MI 100378000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 123990.67 774.9416875 360 358 7.125 0 0 0.375 7.5 JONESBORO GA 30236 PUD 124200 20060301 79.99 No MI 100032000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 531660.76 3996.74 360 359 7.875 0 0 0.375 8.25 Stamford CT 6902 2-4 Family 532000 20060401 80.00 No MI 100204000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 101520 623.925 360 357 7 0 0 0.375 7.375 Fort Myers FL 33916 Condominium 101520 20060201 80.00 No MI 100039000000000000 2.25 20110101 13.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 221592 1546.5275 360 359 8 0 0 0.375 8.375 Perkasie PA 18944 PUD 221592 20060401 80.00 No MI 100076000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 1050000 7328.125 360 359 8 0 0 0.375 8.375 Murrieta CA 92562 Single Family 1050000 20060401 75.00 No MI 100256000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 93600 614.25 360 359 7.5 0 0 0.375 7.875 Cabot AR 72023 Single Family 93600 20060401 80.00 No MI 100022000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 285000 1989.0625 360 359 8 0 0 0.375 8.375 AURORA CO 80016 PUD 285000 20060401 75.00 No MI 100400000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 488000 2745 360 359 6.375 0 0 0.375 6.75 Falls Church VA 22043 Single Family 488000 20060401 80.00 No MI 100218000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 120716.87 875.88 360 359 7.5 0 0 0.375 7.875 Simpsonville SC 29681 Single Family 120800 20060401 80.00 No MI 2.25 20110301 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 115500 794.0625 360 359 7.875 0 0 0.375 8.25 STONE MOUNTAIN GA 30083 PUD 115500 20060401 70.00 No MI 100185000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 162400 1116.5 360 359 7.875 0 0 0.375 8.25 GULFPORT FL 33707 Single Family 162400 20060401 80.00 No MI 100204000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 212000 1280.833333 360 358 6.875 0 0 0.375 7.25 College Park GA 30349 PUD 212000 20060301 80.00 No MI 100149000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 127920 866.125 360 358 7.75 0 0 0.375 8.125 Loganville GA 30052 Single Family 127920 20060301 80.00 No MI 100149000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 975000 6804.6875 360 359 8 0 0 0.375 8.375 LOS ANGELES CA 90068 Single Family 975000 20060401 75.00 No MI 100414000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 386156 2614.597917 360 359 7.75 0 0 0.375 8.125 Clearwater FL 33764 Condominium 386156 20060401 80.00 No MI 100238000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 172500 1203.90625 360 359 8 0 0 0.375 8.375 Atlanta GA 30314 2-4 Family 172500 20060401 75.00 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 88000 577.5 360 358 7.5 0 0 0.375 7.875 Conyers GA 30012 2-4 Family 88000 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 167120 905.2333333 360 359 6.125 0 0 0.375 6.5 Roswell GA 30076 PUD 167120 20060401 80.00 No MI 100099000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 319900 2032.697917 360 359 7.25 0 0 0.375 7.625 Woodbridge VA 22191 Single Family 319900 20060401 79.99 No MI 100031000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 354800 2328.375 360 359 7.5 0 0 0.375 7.875 Winchester VA 22602 PUD 354800 20060401 80.00 No MI 100218000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 244000 1525 360 359 7.125 0 0 0.375 7.5 WOODBRIDGE VA 22192 PUD 244000 20060401 80.00 No MI 100031000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 68700 450.84375 360 359 7.5 0 0 0.375 7.875 Lexington KY 40511 Single Family 68700 20060401 79.98 No MI 100091000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 384000 2280 360 359 6.75 0 0 0.375 7.125 Hackensack NJ 7601 Single Family 384000 20060401 80.00 No MI 100035000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 647400 4450.875 360 359 7.875 0 0 0.375 8.25 Henderson NV 89052 PUD 647400 20060401 78.00 No MI 100195000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 204000 1147.5 360 359 6.375 0 0 0.375 6.75 North Las Vegas NV 89031 Single Family 204000 20060401 80.00 No MI 100195000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 416649.67 2739.39 360 359 6.5 0 0 0.375 6.875 EATONTON GA 31024 PUD 417000 20060401 78.16 No MI 100264000000000000 2.25 20110301 11.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 236000 1327.5 360 358 6.375 0 0 0.375 6.75 Hollywood FL 33024 Single Family 236000 20060301 80.00 No MI 100083000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 304000 1995 360 358 7.5 0 0 0.375 7.875 Manassas VA 20111 PUD 304000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 158000 888.75 360 358 6.375 0 0 0.375 6.75 las vegas NV 89118 Condominium 158000 20060301 80.00 No MI 100146000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 187500 1210.9375 360 359 7.375 0 0 0.375 7.75 DENVER CO 80204 Single Family 187500 20060401 75.00 No MI 100414000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 143960 869.7583333 360 359 6.875 0 0 0.375 7.25 Denver CO 80219 Single Family 143960 20060401 80.00 No MI 100125000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 232368 1403.89 360 359 6.875 0 0 0.375 7.25 Barnegat NJ 8005 Single Family 232368 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 95938.78 721.22 360 359 7.875 0 0 0.375 8.25 Stone Mountain GA 30088 Townhouse 96000 20060401 77.48 No MI 100173000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 164000 1127.5 360 359 7.875 0 0 0.375 8.25 Atlanta GA 30311 Single Family 164000 20060401 80.00 No MI 100266000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 586550 3788.135417 360 358 7.375 0 0 0.375 7.75 Gainesville VA 20155 PUD 586550 20060301 74.99 No MI 100028000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 183777 1244.323438 360 359 7.75 0 0 0.375 8.125 OCALA FL 34474 Single Family 183777 20060401 95.00 PMI 100057000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 185500 1082.083333 360 359 6.625 0 0 0.375 7 Kennesaw GA 30152 Single Family 185500 20060401 70.00 No MI 010018500000000000 2.25 20110301 12 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 199920 1353.625 360 358 7.75 0 0 0.375 8.125 Centerville MN 55038 Single Family 199920 20060301 80.00 No MI 100221000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 417000 2649.6875 360 359 7.25 0 0 0.375 7.625 Scottsdale AZ 85259 Single Family 417000 20060401 79.43 No MI 100101000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 402992 2602.656667 360 359 7.375 0 0 0.375 7.75 ELK GROVE CA 95757 Single Family 402992 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 96000 610 360 357 7.25 0 0 0.375 7.625 Louisville KY 40223 Single Family 96000 20060201 75.00 No MI 100039000000000000 2.75 20110101 13.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 94972 643.0395833 360 359 7.75 0 0 0.375 8.125 KATY TX 77449 PUD 94972 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.125 2.375 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 138375 807.1875 360 359 6.625 0 0 0.375 7 CHANDLER HEIGHTS AZ 85242 PUD 138375 20060401 80.00 No MI 100071000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 1500000 8593.75 360 359 6.5 0 0 0.375 6.875 WEST TISBURY MA 2658 Single Family 1500000 20060401 60.00 No MI 1003970-0020060158 2.25 20110301 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G03 626852 3199.557083 360 358 5.75 0 0 0.375 6.125 LEESBURG VA 20175 PUD 626852 20060301 79.96 No MI 100063000000000000 2.25 20110201 11.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 799120 5410.708333 360 359 7.75 0 0 0.375 8.125 Davie FL 33330 PUD 799120 20060401 80.00 No MI 100400000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 303319.67 1706.173144 360 358 6.375 0 0 0.375 6.75 LANCASTER CA 93536 Single Family 303405 20060301 80.00 No MI 100063000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 305200 1812.125 360 358 6.75 0 0 0.375 7.125 LAS VEGAS NV 89138 PUD 305200 20060301 80.00 No MI 100063000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 232737 1381.875938 360 358 6.75 0 0 0.375 7.125 ORANGE PARK FL 32073 PUD 232737 20060301 80.00 No MI 100063000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 196000 1102.5 360 359 6.375 0 0 0.375 6.75 QUEEN CREEK AZ 85242 PUD 196000 20060401 80.00 No MI 100071000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 579852 3926.08125 360 359 7.75 0 0 0.375 8.125 LAS VEGAS NV 89131 Single Family 579852 20060401 80.00 No MI 100057000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 133507.75 790.55 360 359 5.5 0 0 0.375 5.875 RIVERTON UT 84065 Single Family 133644 20060401 80.00 No MI 100061000000000000 2.25 20110301 10.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 153600 1072 360 359 8 0 0 0.375 8.375 Zephyrhills FL 33542 2-4 Family 153600 20060401 80.00 No MI 100238000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 166400 1126.666667 360 357 7.75 0 0 0.375 8.125 Orange Park FL 32065 PUD 166400 20060201 70.00 No MI 100039000000000000 2.75 20110101 13.125 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G04 354000 1991.25 360 358 6.375 0 0 0.375 6.75 ATLANTA GA 30319 Single Family 354000 20060301 64.36 No MI 100032000000000000 2.25 20160201 11.75 2.375 1 First Lien N Y 120 No_PP 360 120 N 20360201 AFL2
GROUP II G01 144500 903.125 360 358 7.125 0 0 0.375 7.5 Dundee FL 33838 PUD 144500 20060301 79.99 No MI 100032000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 164400 941.875 360 358 6.5 0 0 0.375 6.875 CONYERS GA 30012 PUD 164400 20060301 80.00 No MI 100032000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 152944 1003.695 360 358 7.5 0 0 0.375 7.875 Jonesboro GA 30236 PUD 152944 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 174998 1002.592708 360 358 6.5 0 0 0.375 6.875 Conyers GA 30012 PUD 174998 20060301 80.00 No MI 100032000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 142879.26 773.929325 360 358 6.125 0 0 0.375 6.5 AUBURN GA 30011 PUD 142880 20060301 80.00 No MI 100032000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 110447 575.2447917 360 358 5.875 0 0 0.375 6.25 Riverdale GA 30296 Single Family 110447 20060301 80.00 No MI 100032000000000000 2.25 20090201 12.25 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360201 AFL2
GROUP I G01 143050 938.765625 360 358 7.5 0 0 0.375 7.875 Winter Haven FL 33881 PUD 143050 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 146400 930.25 360 358 7.25 0 0 0.375 7.625 SNELLVILLE GA 30078 2-4 Family 146400 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 176250 954.6875 360 358 6.125 0 0 0.375 6.5 Powder Springs GA 30127 PUD 176250 20060301 79.99 No MI 100032000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 107505 739.096875 360 358 7.875 0 0 0.375 8.25 Oakwood GA 30566 PUD 107505 20060301 80.00 No MI 100032000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 158000 987.5 360 358 7.125 0 0 0.375 7.5 Cumming GA 30040 PUD 158000 20060301 79.98 No MI 100032000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 101592 687.8625 360 358 7.75 0 0 0.375 8.125 UNION CITY GA 30291 PUD 101592 20060301 80.00 No MI 100032000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 95792 578.7433333 360 358 6.875 0 0 0.375 7.25 UNION CITY GA 30291 PUD 95792 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 111200 741.3333333 360 358 7.625 0 0 0.375 8 Lithonia GA 30058 Single Family 111200 20060301 80.00 No MI 100032000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 180070 1162.952083 360 357 7.375 0 0 0.375 7.75 MILLSBORO DE 19966 Condominium 180070 20060201 74.67 No MI 100028000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 417000 2519.375 360 357 6.875 0 0 0.375 7.25 WILLIAMS AZ 86046 Single Family 417000 20060201 79.43 No MI 100183000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 615000 4035.9375 360 358 7.5 0 0 0.375 7.875 LOS ANGELES CA 90026 2-4 Family 615000 20060301 75.00 No MI 100311000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 394800 2261.875 360 358 6.5 0 0 0.375 6.875 HINGHAM MA 2043 Single Family 394800 20060301 70.00 No MI 100103000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 266000 1773.333333 360 358 7.625 0 0 0.375 8 Oceanside CA 92057 PUD 266000 20060301 70.00 No MI 100173000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 1260000 8137.5 360 358 7.375 0 0 0.375 7.75 North Myrtle Beach SC 29582 Single Family 1260000 20060301 70.00 No MI 100035000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 541640 3103.145833 360 359 6.5 0 0 0.375 6.875 LATHROP CA 95330 Single Family 541640 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 690000 4600 360 357 7.625 0 0 0.375 8 GLENN DALE MD 20769 Single Family 690000 20060201 75.00 No MI 100028000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 222232 1527.845 360 357 7.875 0 0 0.375 8.25 FREDERICK MD 21703 Condominium 222232 20060201 80.00 No MI 100028000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 344000 2329.166667 360 358 7.75 0 0 0.375 8.125 Tampa FL 33606 Single Family 344000 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 359600 1985.291667 360 355 6.25 0 0 0.375 6.625 LOS ANGELES CA 90037 Single Family 359600 20051201 77.17 No MI 100231000000000000 2.875 20071101 12.625 1.875 1 First Lien N Y 120 Prepay 360 24 N 20351101 AFL2
GROUP II G02 88000 540.8333333 360 358 7 0 0 0.375 7.375 SAINT PETERSBURG FL 33711 Single Family 88000 20060301 80.00 No MI 100004000000000000 2.25 20110201 12.375 2.5 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G04 304898.64 1619.774025 360 357 6 0 0 0.375 6.375 PETALUMA CA 94954 Single Family 305000 20060201 47.66 No MI 100074000000000000 2.25 20160101 12.375 1.875 2 First Lien N Y 120 No_PP 360 120 N 20360101 AFL2
GROUP II G02 288000 1800 360 358 7.125 0 0 0.375 7.5 WOODBRIDGE VA 22193 PUD 288000 20060301 80.00 No MI 100293000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 275450.18 1750.66 360 354 6.125 0 0 0.375 6.5 Palm Coast FL 32137 PUD 276973 20051101 80.00 No MI 100039000000000000 2.25 20101001 12.5 1.875 2 First Lien N N 0 Prepay 360 60 N 20351001 AFL2
GROUP II G02 244000 1270.833333 360 354 5.875 0 0 0.375 6.25 Palmdale CA 93522 Single Family 244000 20051101 80.00 No MI 100039000000000000 2.25 20101001 11.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20351001 AFL2
GROUP I G01 101250 653.90625 360 358 7.375 0 0 0.375 7.75 Orlando FL 32805 Single Family 101250 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 167861 1066.616771 360 358 7.25 0 0 0.375 7.625 Saint Paul MN 55101 Condominium 167861 20060301 80.00 No MI 100400000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 152000 1029.166667 360 357 7.75 0 0 0.375 8.125 Apache Junction AZ 85220 Single Family 152000 20060201 80.00 No MI 100101000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 119200 807.0833333 360 358 7.75 0 0 0.375 8.125 Cypress TX 77429 Single Family 119200 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 135516.23 917.5 360 358 7.375 0 0 0.375 7.75 Toms River NJ 8723 PUD 135600 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.75 1.875 1 First Lien Y N 0 No_PP 480 60 N 20360201 AFL2
GROUP II G02 199480 1246.75 360 359 7.125 0 0 0.375 7.5 Chicago IL 60622 Condominium 199480 20060401 80.00 No MI 100400000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 52074.28 369.11 360 358 7.25 0 0 0.375 7.625 LAKE WORTH TX 76140 Single Family 52150 20060301 70.00 No MI 100425000000000000 2.25 20110201 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 37048.77 269 360 358 7.5 0 0 0.375 7.875 Lake Worth TX 76135 Single Family 37100 20060301 70.00 No MI 100425000000000000 2.25 20110201 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 135792.39 939.32 360 358 7 0 0 0.375 7.375 Arizona City AZ 85223 Single Family 136000 20060301 80.00 No MI 2.25 20110201 12.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 231900 1497.6875 360 358 7.375 0 0 0.375 7.75 HEMET CA 92543 Single Family 231900 20060301 79.99 No MI 100022000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 215588.74 1347.429625 360 358 7.125 0 0 0.375 7.5 SACRAMENTO CA 95828 Single Family 215625 20060301 75.00 No MI 1004140-0100013184 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 192700 1204.375 360 358 7.125 0 0 0.375 7.5 Lakeland FL 33813 Single Family 192700 20060301 74.99 No MI 100185000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 74400 496 360 359 7.625 0 0 0.375 8 Myrtle Beach SC 29577 PUD 74400 20060401 80.00 No MI 100035000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 119920 824.45 360 358 7.875 0 0 0.375 8.25 Hattiesburg MS 39402 Single Family 119920 20060301 80.00 No MI 100204000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 232000 1353.333333 360 358 6.625 0 0 0.375 7 Miami FL 33134 Single Family 232000 20060301 80.00 No MI 100022000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 375999.25 2114.995781 360 358 6.375 0 0 0.375 6.75 Woodbridge VA 22193 Single Family 376000 20060301 80.00 No MI 100213000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 123000 820 360 359 7.625 0 0 0.375 8 Mankato MN 56001 2-4 Family 123000 20060401 75.00 No MI 100400000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 448000 2893.333333 360 358 7.375 0 0 0.375 7.75 Miami FL 33131 Condominium 448000 20060301 80.00 No MI 100256000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 235200 1568 360 358 7.625 0 0 0.375 8 SACRAMENTO CA 95822 Single Family 235200 20060301 80.00 No MI 100414000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 1430000 9533.333333 360 359 7.625 0 0 0.375 8 SANTA MONICA CA 90403 Single Family 1430000 20060401 65.00 No MI 100414000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 400000 2500 360 357 7.125 0 0 0.375 7.5 Hilton Head SC 29938 Condominium 400000 20060201 80.00 No MI 100066000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 305000 1842.708333 360 358 6.875 0 0 0.375 7.25 RIVA MD 21140 Single Family 305000 20060301 77.61 No MI 100233000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 58215.35 412.64 360 358 7.25 0 0 0.375 7.625 Detroit MI 48227 2-4 Family 58300 20060301 69.90 No MI 1001147-0000020599 2.25 20110201 12.625 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G03 875000 5286.458333 360 358 6.875 0 0 0.375 7.25 Naples FL 34108 PUD 875000 20060301 47.30 No MI 100196000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 104000 606.6666667 360 358 6.625 0 0 0.375 7 Orlando FL 32808 Single Family 104000 20060301 80.00 No MI 100229000000000000 2.25 20110201 13 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 238580 1267.45625 360 359 6 0 0 0.375 6.375 HENDERSON NV 89044 PUD 238580 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 134199.9 939.74 360 358 7.125 0 0 0.375 7.5 GREEN VALLEY AZ 85614 PUD 134400 20060301 80.00 No MI 100061000000000000 2.25 20110201 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 252000 1653.75 360 357 7.5 0 0 0.375 7.875 BUCKEYE AZ 85236 PUD 252000 20060201 80.00 No MI 100170000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 1120000 6883.333333 360 358 7 0 0 0.375 7.375 LONG BEACH CA 98708 Single Family 1120000 20060301 70.00 No MI 100414000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 284000 2011.666667 360 357 8.125 0 0 0.375 8.5 Annandale VA 22003 Condominium 284000 20060201 78.67 No MI 100062000000000000 4.125 20110101 13.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP I G01 284349 1954.899375 360 357 7.875 0 0 0.375 8.25 PIKE ROAD AL 36064 Single Family 284349 20060201 80.00 No MI 100185000000000000 2.25 20110101 13.25 3.75 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 115962.54 748.9247375 360 358 7.375 0 0 0.375 7.75 PASADENA MD 21122 Condominium 116000 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 179943.75 1124.648438 360 358 7.125 0 0 0.375 7.5 DISTRICT HEIGHTS MD 20747 Townhouse 180000 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 128000 853.3333333 360 358 7.625 0 0 0.375 8 CHANDLER AZ 85225 Single Family 128000 20060301 80.00 No MI 100414000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 199999.99 1312.499934 360 357 7.5 0 0 0.375 7.875 LAVEEN AZ 85339 Single Family 200000 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 232036 1522.73625 360 357 7.5 0 0 0.375 7.875 PHOENIX AZ 85339 PUD 232036 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 300000 1906.25 360 357 7.25 0 0 0.375 7.625 Murray UT 84123 Single Family 300000 20060201 80.00 No MI 100125000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 72200 488.8541667 360 358 7.75 0 0 0.375 8.125 Charlotte NC 28216 PUD 72200 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 140894 777.8522917 360 358 6.25 0 0 0.375 6.625 QUEEN CREEK AZ 85242 PUD 140894 20060301 75.87 No MI 100057000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 183281.92 1145.512 360 356 7.125 0 0 0.375 7.5 Leesburg FL 34748 PUD 183340 20060101 80.00 No MI 100016000000000000 2.75 20101201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP I G01 133600 862.8333333 360 357 7.375 0 0 0.375 7.75 Houston TX 77064 PUD 133600 20060201 80.00 No MI 100266000000000000 2.25 20110101 12.75 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 796000 5389.583333 360 358 7.75 0 0 0.375 8.125 Dana Point CA 92629 PUD 796000 20060301 80.00 No MI 100185000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 263600 1784.791667 360 357 7.75 0 0 0.375 8.125 ATTLEBORO MA 2703 2-4 Family 263600 20060201 80.00 No MI 100095000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 1071000 6470.625 360 357 6.875 0 0 0.375 7.25 Honolulu HI 96825 Condominium 1071000 20060201 70.00 No MI 100034000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G02 280000 1720.833333 360 358 7 0 0 0.375 7.375 WOODBRIDGE VA 22193 Single Family 280000 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 137520 859.5 360 357 7.125 0 0 0.375 7.5 DALLAS GA 30157 Single Family 137520 20060201 80.00 No MI 001000320000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 626558 3785.454583 360 357 6.875 0 0 0.375 7.25 Fort Washington MD 20744 Single Family 626558 20060201 80.00 No MI 100028000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 313100 2119.947917 360 357 7.75 0 0 0.375 8.125 ATTLEBORO MA 2703 2-4 Family 313100 20060201 79.99 No MI 100095000000000000 2.25 20110101 14.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 114400 691.1666667 360 358 6.875 0 0 0.375 7.25 Richmond VA 23224 Single Family 114400 20060301 80.00 No MI 100078000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 439422.41 3266.99 360 358 7.75 0 0 0.375 8.125 Haverhill MA 1832 Single Family 440000 20060301 80.00 No MI 100087000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 129992 839.5316667 360 358 7.375 0 0 0.375 7.75 Riverdale GA 30296 Single Family 129992 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 62309.39 441.66 360 358 7.25 0 0 0.375 7.625 Detroit MI 48203 2-4 Family 62400 20060301 80.00 No MI 100266000000000000 2.25 20110201 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 315000 2001.5625 360 358 7.25 0 0 0.375 7.625 Newark NJ 7104 2-4 Family 315000 20060301 75.00 No MI 100234000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G04 433812 2440.1925 360 358 6.375 0 0 0.375 6.75 PEORIA AZ 85383 PUD 433812 20060301 80.00 No MI 100057000000000000 2.25 20160201 11.75 2 1 First Lien N Y 120 No_PP 360 120 N 20360201 AFL2
GROUP I G01 316000 1909.166667 360 356 6.875 0 0 0.375 7.25 Apple Valley CA 92307 2-4 Family 316000 20060101 80.00 No MI 100039000000000000 5 20071201 13.25 1.875 2 First Lien N Y 60 Prepay 360 24 N 20351201 AFL2
GROUP I G01 78297.08 582.12 360 358 7.75 0 0 0.375 8.125 Grand Rapids MI 49506 2-4 Family 78400 20060301 70.00 No MI 100173000000000000 2.25 20110201 13.125 4.625 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 300000 1843.75 360 358 7 0 0 0.375 7.375 FLAGSTAFF AZ 86004 Single Family 300000 20060301 67.42 No MI 100414000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 447695.69 2518.288256 360 358 6.375 0 0 0.375 6.75 Bronx NY 10466 2-4 Family 448000 20060301 80.00 No MI 100022000000000000 2.25 20090201 12.75 1.875 2 First Lien N Y 36 Prepay 360 36 N 20360201 AFL2
GROUP I G01 149280 995.2 360 358 7.625 0 0 0.375 8 Littleton CO 80123 Single Family 149280 20060301 80.00 No MI 100266000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 249600 1378 360 358 6.25 0 0 0.375 6.625 WOODBRIDGE VA 22191 PUD 249600 20060301 80.00 No MI 100213000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 182713.98 1176.26 360 354 6.25 0 0 0.375 6.625 DAVENPORT FL 33897 PUD 183700 20051101 74.98 No MI 100010000000000000 2.25 20101001 11.625 2 1 First Lien N N 0 Prepay 360 60 N 20351001 AFL2
GROUP I G01 119891.8 957.19 360 354 8.5 0 0 0.375 8.875 Carrollton TX 75006 Single Family 120304 20051101 80.00 No MI 100014000000000000 2.375 20071001 13.875 1.875 1 First Lien N N 0 No_PP 360 24 N 20351001 AFL2
GROUP I G01 1330000 6511.458333 360 353 5.5 0 0 0.375 5.875 Alpine NJ 7620 Single Family 1330000 20051001 70.00 No MI 100034000000000000 2.375 20070901 10.875 2 1 First Lien N Y 120 No_PP 360 24 N 20350901 AFL2
GROUP II G01 209600 1288.166667 360 358 7 0 0 0.375 7.375 SUN CITY CA 92586 PUD 209600 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.375 2 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G01 368000 2223.333333 360 358 6.875 0 0 0.375 7.25 MANASSAS VA 20110 Single Family 368000 20060301 80.00 No MI 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G01 267717 1701.118438 360 358 7.25 0 0 0.375 7.625 LAS VEGAS NV 89103 Condominium 267717 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 312000 1950 360 356 7.125 0 0 0.375 7.5 WOODBRIDGE VA 22191 Single Family 312000 20060101 80.00 No MI 2.25 20101201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20351201 WALN
GROUP II G03 659200 3708 360 358 6.375 0 0 0.375 6.75 Pompano Beach FL 33062 Single Family 659200 20060301 80.00 No MI 1001989-0000003609 2.25 20110201 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 136499.66 710.9357292 360 358 5.875 0 0 0.375 6.25 Mesa AZ 85201 Single Family 136500 20060301 70.00 No MI 100173000000000000 4.73 20110201 11.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 427599.98 2717.04154 360 357 7.25 0 0 0.375 7.625 BAKERSFIELD CA 93306 PUD 427600 20060201 80.00 No MI 100057000000000000 2.25 20090101 13.625 4.355 1 First Lien N Y 120 No_PP 360 36 N 20360101 AFL2
GROUP II G02 346800 2203.625 360 357 7.25 0 0 0.375 7.625 LEXINGTON KY 40509 Single Family 346800 20060201 80.00 No MI 100113000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G02 240000 1525 360 358 7.25 0 0 0.375 7.625 THE COLONY TX 75056 PUD 240000 20060301 80.00 No MI 100199000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 209300 1438.9375 360 357 7.875 0 0 0.375 8.25 Fort Lauderdale FL 33311 2-4 Family 209300 20060201 70.00 No MI 100059000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 461250 3171.09375 360 357 7.875 0 0 0.375 8.25 PLANO TX 75024 Single Family 461250 20060201 75.00 No MI 100425000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 96800 635.25 360 358 7.5 0 0 0.375 7.875 ORLANDO FL 32808 Single Family 96800 20060301 80.00 No MI 100199000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 1267516 8714.1725 360 358 7.875 0 0 0.375 8.25 MARLBORO TOWNSHIP NJ 7751 Single Family 1267516 20060301 75.00 No MI 10006120000530995- 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G01 611000 3373.229167 360 359 6.25 0 0 0.375 6.625 KEW GARDENS NY 11415 2-4 Family 611000 20060401 65.00 No MI 100386000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 197400 1336.5625 360 358 7.75 0 0 0.375 8.125 FALL RIVER MA 2724 2-4 Family 197400 20060301 70.00 No MI 100103000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 172000 1057.083333 360 356 7 0 0 0.375 7.375 Fountain CO 80817 Single Family 172000 20060101 80.00 No MI 100022000000000000 2.25 20101201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP I G01 123761.16 931.57 360 357 7.875 0 0 0.375 8.25 Chicago IL 60649 2-4 Family 124000 20060201 80.00 No MI 1002656-0000441927 2.25 20110101 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP I G01 432000 2970 360 358 7.875 0 0 0.375 8.25 Newark NJ 7108 2-4 Family 432000 20060301 80.00 No MI 100234000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 254214.75 1668.284297 360 358 7.5 0 0 0.375 7.875 ORLANDO FL 32835 Condominium 254544 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 258276 1694.93625 360 357 7.5 0 0 0.375 7.875 KISSIMMEE FL 34747 PUD 258276 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 564000 3525 360 357 7.125 0 0 0.375 7.5 Old Hickory TN 37138 Single Family 564000 20060201 80.00 No MI 100022000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 247522.31 1863.14 360 357 7.875 0 0 0.375 8.25 Sorrento FL 32776 PUD 248000 20060201 79.99 No MI 100213000000000000 2.25 20110101 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP I G01 65000 419.7916667 360 358 7.375 0 0 0.375 7.75 Charlotte NC 28216 Single Family 65000 20060301 65.00 No MI 100425000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 375000 2343.75 360 358 7.125 0 0 0.375 7.5 West New York NJ 7093 2-4 Family 375000 20060301 75.00 No MI 100234000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 283600 1772.5 360 357 7.125 0 0 0.375 7.5 Woodbridge VA 22191 Single Family 283600 20060201 80.00 No MI 100213000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G02 369075 2306.71875 360 356 7.125 0 0 0.375 7.5 Franklin TN 37064 PUD 369075 20060101 95.00 Republic MIC 100022000000000000 2.25 20101201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP II G01 105720 572.65 360 357 6.125 0 0 0.375 6.5 Toney AL 35773 Single Family 105720 20060201 80.00 No MI 100022000000000000 2.25 20110101 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 99843.51 682.18 360 358 6.875 0 0 0.375 7.25 Gretna LA 70056 Single Family 100000 20060301 80.00 No MI 2.25 20110201 12.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 215676 1325.50875 360 357 7 0 0 0.375 7.375 Gilbert AZ 85297 PUD 215676 20060201 80.00 No MI 100420000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 81197.18 575.97 360 357 7.25 0 0 0.375 7.625 CHATTANOOGA TN 37415 2-4 Family 81375 20060201 75.00 No MI 100199000000000000 2.25 20110101 12.625 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP I G01 59467.1 437.84 360 355 7.625 0 0 0.375 8 Bartow FL 33830 Single Family 59670 20051201 90.00 Radian Guaranty 2.75 20071101 14 1.875 1 First Lien N N 0 Prepay 360 24 N 20351101 AFL2
GROUP I G01 86000 591.25 360 358 7.875 0 0 0.375 8.25 MIDDLE RIVER MD 21220 Townhouse 86000 20060301 80.00 No MI 100213000000000000 2.25 20110201 13.25 2.375 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 114750 729.140625 360 358 7.25 0 0 0.375 7.625 CHATTANOOGA TN 37415 2-4 Family 114750 20060301 75.00 No MI 100190000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 64907.95 465.67 360 358 7.375 0 0 0.375 7.75 Tallahassee FL 32303 2-4 Family 65000 20060301 50.00 No MI 100425000000000000 2.25 20110201 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 64907.95 465.67 360 358 7.375 0 0 0.375 7.75 Tallahassee FL 32303 2-4 Family 65000 20060301 50.00 No MI 100425000000000000 2.25 20110201 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G03 975000 6093.75 360 359 7.125 0 0 0.375 7.5 Tiburon CA 94920 Single Family 975000 20060401 75.00 No MI 1001719-0601001135 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 105011 678.1960417 360 359 7.375 0 0 0.375 7.75 HOUSTON TX 77073 Single Family 105011 20060401 75.00 No MI 100425000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 168000 1050 360 358 7.125 0 0 0.375 7.5 LAWRENCEVILLE GA 30043 PUD 168000 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 143920 974.4583333 360 358 7.75 0 0 0.375 8.125 DOUGLASVILLE GA 30134 Single Family 143920 20060301 80.00 No MI 100185000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 284350 1480.989583 360 359 5.875 0 0 0.375 6.25 PEORIA AZ 85383 PUD 284350 20060401 79.99 No MI 100047000000000000 2.25 20110301 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 58252 376.2108333 360 358 7.375 0 0 0.375 7.75 Colorado Springs CO 80915 PUD 58252 20060301 80.00 No MI 100226000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 89852.03 598.77 360 358 6.625 0 0 0.375 7 Federalsburg MD 21632 Single Family 90000 20060301 33.96 No MI 100091000000000000 2.25 20110201 12 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 60660.29 450.7 360 359 7.75 0 0 0.375 8.125 TOWNLEY AL 35587 Single Family 60700 20060401 79.87 No MI 100252000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G03 852944 4797.81 360 359 6.375 0 0 0.375 6.75 Gainesville GA 30504 PUD 852944 20060401 80.00 No MI 100264000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 134219.04 986.18 360 358 7.625 0 0 0.375 8 Orlando FL 32811 Single Family 134400 20060301 80.00 No MI 100266000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 103091 644.31875 360 359 7.125 0 0 0.375 7.5 HUMBLE TX 77396 PUD 103091 20060401 75.00 No MI 100199000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 218500 1411.145833 360 358 7.375 0 0 0.375 7.75 Clearwater FL 33764 Single Family 218500 20060301 95.00 Republic MIC 100022000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 368000 2146.666667 360 357 6.625 0 0 0.375 7 Debary FL 32713 PUD 368000 20060201 80.00 No MI 100022000000000000 2.25 20110101 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 184000 1150 360 357 7.125 0 0 0.375 7.5 Riverview FL 33569 PUD 184000 20060201 80.00 No MI 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 364800 2204 360 357 6.875 0 0 0.375 7.25 North Fort Myers FL 33903 Condominium 364800 20060201 92.53 Republic MIC 100022000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 300152 1875.95 360 359 7.125 0 0 0.375 7.5 INDIO CA 92203 Single Family 300152 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 89900 580.6041667 360 359 7.375 0 0 0.375 7.75 INDIO CA 92203 PUD 246320 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 227085.25 1366.98 360 356 5.625 0 0 0.375 6 Stratford WI 54484 Single Family 228000 20060101 76.00 No MI 100196000000000000 2.25 20101201 12 1.875 2 First Lien N N 0 No_PP 360 60 N 20351201 AFL2
GROUP II G01 320125 1734.010417 360 358 6.125 0 0 0.375 6.5 MIAMI FL 33132 Condominium 320125 20060301 65.00 No MI 100087000000000000 2.25 20110201 12.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 295750 2064.088542 360 358 8 0 0 0.375 8.375 Orange Beach AL 36561 Condominium 295750 20060301 80.00 No MI 100229000000000000 2.75 20110201 14.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 254800 1380.166667 360 358 6.125 0 0 0.375 6.5 MIAMI FL 33132 Condominium 254800 20060301 65.00 No MI 100087000000000000 2.25 20110201 12.5 2.375 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 358875 2392.5 360 359 7.625 0 0 0.375 8 Denver CO 80203 Condominium 358875 20060401 75.00 No MI 1001130-0601000118 2.25 20110301 13 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 142400 934.5 360 358 7.5 0 0 0.375 7.875 Denver CO 80223 Single Family 142400 20060301 80.00 No MI 100256000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 103200 698.75 360 358 7.75 0 0 0.375 8.125 Saint Petersburg FL 33714 Single Family 103200 20060301 80.00 No MI 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 152800 1002.75 360 358 7.5 0 0 0.375 7.875 PORT SAINT LUCIE FL 34952 Single Family 152800 20060301 79.83 No MI 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 1266800 8181.416667 360 358 7.375 0 0 0.375 7.75 CHATSWORTH CA 91311 PUD 1266800 20060301 75.00 No MI 100087000000000000 2.25 20110201 13.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 183932 996.2983333 360 358 6.125 0 0 0.375 6.5 SAHUARITA AZ 85629 PUD 183932 20060301 80.00 No MI 100057000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 171706 912.188125 360 358 6 0 0 0.375 6.375 BRIGHTON CO 80601 PUD 171706 20060301 79.33 No MI 100057000000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 59475 346.9375 360 358 6.625 0 0 0.375 7 Vero Beach FL 32962 Condominium 59475 20060301 65.00 No MI 100113000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 327875 1741.835938 360 359 6 0 0 0.375 6.375 Hesperia CA 92344 Single Family 327875 20060401 80.00 No MI 010051700000000000 2.25 20110301 11.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 138250 878.4635417 360 358 7.25 0 0 0.375 7.625 Portland OR 97211 Single Family 138250 20060301 70.00 No MI 100059000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 424000 2870.833333 360 358 7.75 0 0 0.375 8.125 SPRINGFIELD VA 22151 Single Family 424000 20060301 80.00 No MI 100293000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 76000 514.5833333 360 358 7.75 0 0 0.375 8.125 New Port Richey FL 34652 Single Family 76000 20060301 80.00 No MI 100022000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 219200 1370 360 358 7.125 0 0 0.375 7.5 Flagstaff AZ 86001 Single Family 219200 20060301 80.00 No MI 100091000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 388043 2586.953333 360 358 7.625 0 0 0.375 8 PEORIA AZ 85383 PUD 388043 20060301 90.00 Mortgage Guaranty In 100047000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 315000 1903.125 360 358 6.875 0 0 0.375 7.25 CARLOTTA CA 95528 Single Family 315000 20060301 68.48 No MI 100074000000000000 2.25 20110201 13.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 116000 664.5833333 360 358 6.5 0 0 0.375 6.875 FAIRBURN GA 30213 Single Family 116000 20060301 80.00 No MI 100293000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 199200 1348.75 360 358 7.75 0 0 0.375 8.125 Apple Valley CA 92307 Single Family 199200 20060301 80.00 No MI 100113000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 148508.52 1108.93 360 355 7.775 0 0 0.375 8.15 WEST SACRAMENTO CA 95605 Single Family 149000 20051201 80.00 No MI 100199000000000000 2.25 20081101 14.15 1.875 1 First Lien N N 0 Prepay 360 36 N 20351101 AFL2
GROUP II G01 228000 1353.75 360 359 6.75 0 0 0.375 7.125 ARVADA CO 80003 Single Family 228000 20060401 80.00 No MI 100196000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 194237.17 1394.52 360 357 7.375 0 0 0.375 7.75 Myrtle Beach SC 29579 PUD 194652 20060201 80.00 No MI 100016000000000000 2.75 20110101 13.75 1.875 2 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G02 209600 1244.5 360 359 6.75 0 0 0.375 7.125 Kissimmee FL 34743 PUD 209600 20060401 80.00 No MI 100004000000000000 2.25 20110301 12.125 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 328791.71 2304.13 360 357 7.125 0 0 0.375 7.5 Fort Myers FL 33908 PUD 329530 20060201 80.00 No MI 100016000000000000 2.25 20110101 13.5 1.875 2 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G01 308000 1796.666667 360 358 6.625 0 0 0.375 7 WOODBRIDGE VA 22191 Single Family 308000 20060301 80.00 No MI 100031000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 425149.7 2554.09 360 358 5.625 0 0 0.375 6 Milpitas CA 95035 Single Family 426000 20060301 62.65 No MI 100202000000000000 2.25 20090201 12 1.875 1 First Lien N N 0 No_PP 360 36 N 20360201 AFL2
GROUP I G01 300613 1972.772813 360 359 7.5 0 0 0.375 7.875 CAPE CORAL FL 33907 PUD 300613 20060401 80.00 No MI 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 88555.22 553.5 360 358 6 0 0 0.375 6.375 Roosevelt UT 84066 Single Family 88720 20060301 80.00 No MI 100125000000000000 2.25 20110201 11.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 112120 735.7875 360 358 7.5 0 0 0.375 7.875 Homestead FL 33033 Condominium 112120 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 273934 1883.29625 360 359 7.875 0 0 0.375 8.25 Maricopa AZ 85239 Single Family 273934 20060401 80.00 No MI 100101000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 191920 1079.55 360 359 6.375 0 0 0.375 6.75 Tempe AZ 85282 Single Family 191920 20060401 80.00 No MI 100195000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 76000 514.5833333 360 358 7.75 0 0 0.375 8.125 New Port Richey FL 34652 Single Family 76000 20060301 80.00 No MI 100022000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 193600 1048.666667 360 358 6.125 0 0 0.375 6.5 MESA AZ 85201 Single Family 193600 20060301 80.00 No MI 100183000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 382700 2072.958333 360 358 6.125 0 0 0.375 6.5 CLAREMONT CA 91711 Single Family 382700 20060301 65.98 No MI 100177000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 147200 935.3333333 360 359 7.25 0 0 0.375 7.625 Bradenton FL 34203 2-4 Family 147200 20060401 80.00 No MI 010003500000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 1400000 9041.666667 360 358 7.375 0 0 0.375 7.75 Davie FL 33324 Single Family 1400000 20060301 70.00 No MI 100196000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 110600 691.25 360 358 7.125 0 0 0.375 7.5 Aurora CO 80014 Condominium 110600 20060301 70.00 No MI 100113000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 212000 1347.083333 360 358 7.25 0 0 0.375 7.625 HEMET CA 92544 Single Family 212000 20060301 80.00 No MI 100183000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 319211.07 1917.66 360 358 5.625 0 0 0.375 6 Chula Vista CA 91915 Condominium 319850 20060301 78.01 No MI 100034000000000000 2.25 20110201 11 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G03 610000 3304.166667 360 358 6.125 0 0 0.375 6.5 Atlanta GA 30307 Single Family 610000 20060301 46.92 No MI 100086000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 203000 1332.1875 360 358 7.5 0 0 0.375 7.875 Victorville CA 92394 Single Family 203000 20060301 70.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 191072 1074.78 360 358 6.375 0 0 0.375 6.75 Maricopa AZ 85239 PUD 191072 20060301 80.00 No MI 100101000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 250400 1408.5 360 359 6.375 0 0 0.375 6.75 Tucson AZ 85743 Single Family 250400 20060401 80.00 No MI 010010100000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 139786.28 966.95 360 358 7 0 0 0.375 7.375 Bakersfield CA 93304 Single Family 140000 20060301 80.00 No MI 2.25 20110201 12.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 212000 1325 360 358 7.125 0 0 0.375 7.5 Avondale AZ 85323 Single Family 212000 20060301 80.00 No MI 100101000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 51920.62 359.15 360 358 7 0 0 0.375 7.375 Dallas TX 75227 Single Family 52000 20060301 80.00 No MI 2.25 20110201 12.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 156000 975 360 358 7.125 0 0 0.375 7.5 Cottontown TN 37048 Single Family 156000 20060301 80.00 No MI 100101000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 51918.63 354.73 360 358 6.875 0 0 0.375 7.25 Dallas TX 75217 Single Family 52000 20060301 80.00 No MI 100404000000000000 2.25 20110201 12.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 158200 955.7916667 360 358 6.875 0 0 0.375 7.25 Springfield MA 1108 2-4 Family 158200 20060301 70.00 No MI 100185000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 118930 693.7583333 360 359 6.625 0 0 0.375 7 Fayetteville GA 30215 PUD 118930 20060401 70.00 No MI 100425000000000000 2.25 20110301 12 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 240850 1555.489583 360 358 7.375 0 0 0.375 7.75 Tolleson AZ 85353 PUD 240850 20060301 80.00 No MI 100041000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 650000 4401.041667 360 359 7.75 0 0 0.375 8.125 Sedona AZ 86336 Single Family 650000 20060401 76.47 No MI 1001247-0007010088 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 281520 1818.15 360 358 7.375 0 0 0.375 7.75 ORLANDO FL 32828 PUD 281520 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 330548 2169.22125 360 358 7.5 0 0 0.375 7.875 KISSIMMEE FL 34747 PUD 330548 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 344480 2260.65 360 358 7.5 0 0 0.375 7.875 GLENDALE AZ 85310 Single Family 344480 20060301 79.98 No MI 100057000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 125300 835.3333333 360 358 7.625 0 0 0.375 8 Arvada CO 80004 Condominium 125300 20060301 70.00 No MI 100256000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 370930 2511.505208 360 358 7.75 0 0 0.375 8.125 Surprise AZ 85379 PUD 370930 20060301 70.00 No MI 100173000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 288000 1740 360 358 6.875 0 0 0.375 7.25 Sacramento CA 95826 Single Family 288000 20060301 80.00 No MI 1000960-0000600672 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 126950.87 846.3391333 360 358 7.625 0 0 0.375 8 Killeen TX 76549 2-4 Family 127050 20060301 70.00 No MI 100185000000000000 2.25 20110201 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 50866.23 338.97 360 358 6.625 0 0 0.375 7 Detroit MI 48209 Single Family 50950 20060301 67.04 No MI 100185000000000000 2.25 20110201 12 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 343200 2073.5 360 358 6.875 0 0 0.375 7.25 Burke VA 22015 PUD 343200 20060301 80.00 No MI 100218000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 228000 1496.25 360 358 7.5 0 0 0.375 7.875 Stockton CA 95212 Single Family 228000 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 239200 1470.083333 360 358 7 0 0 0.375 7.375 ORLANDO FL 33806 Condominium 239200 20060301 80.00 No MI 100247000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 220800 1449 360 358 7.5 0 0 0.375 7.875 Miami FL 33132 Condominium 220800 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 132541.23 731.7380406 360 355 6.25 0 0 0.375 6.625 Loganville GA 30052 PUD 132600 20051201 79.98 No MI 100432000000000000 2.25 20101101 12.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20351101 AFL2
GROUP II G02 335200 2095 360 358 7.125 0 0 0.375 7.5 Philadelphia PA 19106 Condominium 335200 20060301 80.00 No MI 100077000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 331995.61 1487.06367 360 354 5 0 0 0.375 5.375 Brooklyn NY 11234 Single Family 332000 20051101 80.00 No MI 100432000000000000 2.25 20101001 10.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351001 AFL2
GROUP I G01 240800 1630.416667 360 359 7.75 0 0 0.375 8.125 Estero FL 33928 Condominium 240800 20060401 80.00 No MI 2.25 20110301 13.125 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 120591 803.94 360 358 7.625 0 0 0.375 8 COLORADO SPRINGS CO 80910 PUD 120591 20060301 80.00 No MI 100057000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 380000 2572.916667 360 358 7.75 0 0 0.375 8.125 SONORA CA 95370 Single Family 380000 20060301 80.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G03 492000 3075 360 358 7.125 0 0 0.375 7.5 Twain Harte CA 95383 Single Family 492000 20060301 80.00 No MI 100199000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 975000 6500 360 357 7.625 0 0 0.375 8 PLANTATION FL 33323 Single Family 975000 20060201 75.00 No MI 100204000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 139278 957.53625 360 357 7.875 0 0 0.375 8.25 CINCINNATI OH 45240 2-4 Family 139278 20060201 70.00 No MI 100204000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G03 607999.99 3483.333276 360 357 6.5 0 0 0.375 6.875 BRENTWOOD CA 94513 Single Family 608000 20060201 80.00 No MI 100057000000000000 2.25 20110101 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 195107.23 1178.772848 360 358 6.875 0 0 0.375 7.25 Calhan CO 80808 Single Family 195120 20060301 80.00 No MI 100030000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 351000 2120.625 360 357 6.875 0 0 0.375 7.25 COMPTON CA 90221 2-4 Family 351000 20060201 65.00 No MI 100414000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 343600 2290.666667 360 357 7.625 0 0 0.375 8 Grayson GA 30017 PUD 343600 20060201 80.00 No MI 010006600000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 1234620.49 7587.771761 360 358 7 0 0 0.375 7.375 Redmond WA 98053 Single Family 1235000 20060301 65.00 No MI 100022000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 460000 2779.166667 360 353 6.875 0 0 0.375 7.25 Yonkers NY 10705 2-4 Family 460000 20051001 79.75 No MI 100295000000000000 3.25 20070901 12.25 1.875 1 First Lien N Y 24 No_PP 360 24 N 20350901 AFL2
GROUP II G04 313146.8 1959.1 360 357 6 0 0 0.375 6.375 ALPHARETTA GA 30004 PUD 314024 20060201 80.00 No MI 100057000000000000 2.25 20160101 11.375 2.875 1 First Lien N N 0 No_PP 360 120 N 20360101 AFL2
GROUP I G01 63420 429.40625 360 358 7.75 0 0 0.375 8.125 FORT WORTH TX 76116 Single Family 63420 20060301 80.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 1279252 7995.325 360 356 7.125 0 0 0.375 7.5 San Francisco CA 94118 Single Family 1279252 20060101 74.59 No MI 100015000000000000 2.25 20101201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP II G01 212800 1285.666667 360 358 6.875 0 0 0.375 7.25 BALTIMORE MD 21206 Townhouse 212800 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 130596 857.03625 360 359 7.5 0 0 0.375 7.875 ALPHARETTA GA 30004 Single Family 130596 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 291040 1819 360 359 7.125 0 0 0.375 7.5 BONITA SPRINGS FL 34135 PUD 291040 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 179992 1181.1975 360 358 7.5 0 0 0.375 7.875 SANFORD FL 32771 PUD 179992 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 260873 1630.45625 360 359 7.125 0 0 0.375 7.5 LAS VEGAS NV 89131 Single Family 260873 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 73328.61 545.18 360 358 7.75 0 0 0.375 8.125 MUNCIE IN 47303 2-4 Family 73425 20060301 75.00 No MI 100059000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 142425 904.9921875 360 358 7.25 0 0 0.375 7.625 Prineville OR 97754 PUD 142425 20060301 75.00 No MI 100114000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 73328.61 545.18 360 358 7.75 0 0 0.375 8.125 MUNCIE IN 47303 2-4 Family 73425 20060301 75.00 No MI 100059000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 240000 1500 360 359 7.125 0 0 0.375 7.5 Orange NJ 7050 2-4 Family 240000 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 176250 1175 360 359 7.625 0 0 0.375 8 Saint Louis MO 63110 2-4 Family 176250 20060401 75.00 No MI 100238000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 198750 1242.1875 360 358 7.125 0 0 0.375 7.5 PHOENIX AZ 85032 Single Family 198750 20060301 75.00 No MI 100071000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 256000 1466.666667 360 358 6.5 0 0 0.375 6.875 LAS VEGAS NV 89119 Single Family 256000 20060301 80.00 No MI 100087000000000000 2.25 20110201 12.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 228000 1140 360 359 5.625 0 0 0.375 6 North Las Vegas NV 89032 Single Family 228000 20060401 80.00 No MI 100195000000000000 2.25 20110301 11 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 39946.14 293.51 360 358 7.625 0 0 0.375 8 New Castle IN 47362 Single Family 40000 20060301 80.00 No MI 010033100000000000 2.25 20110201 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G03 796000 5057.916667 360 358 7.25 0 0 0.375 7.625 Jupiter FL 33477 Condominium 796000 20060301 80.00 No MI 2.25 20110201 12.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 202500 1350 360 358 7.625 0 0 0.375 8 Celebration FL 34747 Condominium 202500 20060301 75.00 No MI 100091000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 150000 828.125 360 357 6.25 0 0 0.375 6.625 Bonita Springs FL 34135 Condominium 150000 20060201 59.95 No MI 100016000000000000 2.25 20110101 12.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 260000 1462.5 360 359 6.375 0 0 0.375 6.75 MCLEAN VA 22102 Condominium 260000 20060401 80.00 No MI 100031000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 370400 2083.5 360 358 6.375 0 0 0.375 6.75 Woodland Hills CA 91367 Condominium 370400 20060301 80.00 No MI 100323000000000000 2.375 20080201 11.75 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360201 AFL2
GROUP II G01 110958.06 720.92 360 358 6.375 0 0 0.375 6.75 Navarre FL 32566 Single Family 111150 20060301 65.00 No MI 100425000000000000 2.25 20110201 11.75 2 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 78700 516.46875 360 358 7.5 0 0 0.375 7.875 Austell GA 30168 Single Family 78700 20060301 74.99 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 161550 1077 360 358 7.625 0 0 0.375 8 Homestead FL 33033 Condominium 161550 20060301 79.98 No MI 100091000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 190640.06 1303.58 360 357 6.875 0 0 0.375 7.25 Myrtle Beach SC 29579 PUD 191090 20060201 80.00 No MI 100016000000000000 2.25 20110101 13.25 1.875 2 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP I G01 139200 928 360 358 7.625 0 0 0.375 8 CALDWELL ID 83606 2-4 Family 139200 20060301 80.00 No MI 100061000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 320839.89 1938.407669 360 358 6.875 0 0 0.375 7.25 Avondale AZ 85323 PUD 320840 20060301 80.00 No MI 1001995-0013388129 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 255200 1435.5 360 359 6.375 0 0 0.375 6.75 HIGHLAND UT 84003 Single Family 255200 20060401 80.00 No MI 100099000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 357500 2197.135417 360 359 7 0 0 0.375 7.375 Waldorf MD 20602 Single Family 357500 20060401 80.00 No MI 100213000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 111930 687.903125 360 358 7 0 0 0.375 7.375 Upper Marlboro MD 20774 Condominium 111930 20060301 70.00 No MI 100238000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 397000 2315.833333 360 358 6.625 0 0 0.375 7 Bristow VA 20136 PUD 397000 20060301 79.40 No MI 100187000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 76185.3 559.77 360 358 7.625 0 0 0.375 8 ROANOKE VA 24017 Single Family 76288 20060301 80.00 No MI 100293000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 145143 876.905625 360 358 6.875 0 0 0.375 7.25 Gulf Breeze FL 32563 PUD 145143 20060301 75.00 No MI 100425000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 454800 3032 360 359 7.625 0 0 0.375 8 Denver CO 80203 Condominium 454800 20060401 80.00 No MI 100113000000000000 2.25 20110301 13 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 181700 984.2083333 360 360 6.125 0 0 0.375 6.5 WILLOUGHBY HILLS OH 44094 Townhouse 181700 20060501 79.98 No MI 100028000000000000 2.25 20110401 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 78264 561.49 360 358 7.375 0 0 0.375 7.75 Grosse Pointe MI 48230 2-4 Family 78375 20060301 74.64 No MI 100238000000000000 2.25 20110201 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 416883.91 2214.695772 360 358 6 0 0 0.375 6.375 Irvine CA 92604 Single Family 417000 20060301 55.60 No MI 100046000000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 135917.27 906.1151333 360 358 7.625 0 0 0.375 8 CALDWELL ID 83606 2-4 Family 135920 20060301 80.00 No MI 100061000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 148800 930 360 358 7.125 0 0 0.375 7.5 PUYALLUP WA 98372 Single Family 148800 20060301 80.00 No MI 100414000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 1410000 9400 360 359 7.625 0 0 0.375 8 San Marino CA 91108 Single Family 1410000 20060401 75.00 No MI 100022000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 685750 3857.34375 360 359 6.375 0 0 0.375 6.75 BELLFLOWER CA 90706 2-4 Family 685750 20060401 65.00 No MI 100311000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 216000 1170 360 358 6.125 0 0 0.375 6.5 Atlanta GA 30349 PUD 216000 20060301 80.00 No MI 100400000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 324200 1688.541667 360 358 5.875 0 0 0.375 6.25 PEORIA AZ 85383 PUD 324200 20060301 79.99 No MI 100047000000000000 2.25 20110201 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 270800 1664.291667 360 358 7 0 0 0.375 7.375 ELK GROVE CA 95758 PUD 270800 20060301 80.00 No MI 100152000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 229000 1478.958333 360 357 7.375 0 0 0.375 7.75 Franklin NC 28734 Single Family 229000 20060201 76.33 No MI 100142000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 125980 761.1291667 360 358 6.875 0 0 0.375 7.25 WESTMINSTER CO 80031 PUD 125980 20060301 80.00 No MI 100047000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 139500 930 360 359 7.625 0 0 0.375 8 ANTELOPE CA 95843 Condominium 139500 20060401 75.00 No MI 100059000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 161550 1077 360 358 7.625 0 0 0.375 8 Homestead FL 33033 Condominium 161550 20060301 79.98 No MI 100091000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 247500 1650 360 358 7.625 0 0 0.375 8 Plantation FL 33317 Single Family 247500 20060301 75.00 No MI 100091000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 318440 1923.908333 360 359 6.875 0 0 0.375 7.25 HENDERSON NV 89014 PUD 318440 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 176000 1173.333333 360 358 7.625 0 0 0.375 8 Denver CO 80202 2-4 Family 176000 20060301 80.00 No MI 100095000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 60149.43 395.47 360 359 6.5 0 0 0.375 6.875 Mesa AZ 85201 PUD 60200 20060401 70.00 No MI 100195000000000000 2.25 20110301 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 184000 1207.5 360 358 7.5 0 0 0.375 7.875 NAVARRE FL 32566 Single Family 184000 20060301 80.00 No MI 100425000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 180000 1387.5 360 356 8.875 0 0 0.375 9.25 KANSAS CITY MO 64155 Single Family 180000 20060101 80.00 No MI 100199000000000000 2.75 20101201 15.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP II G01 209844 1311.525 360 358 7.125 0 0 0.375 7.5 Las Vegas NV 89139 PUD 209844 20060301 80.00 No MI 1001949-2415041806 2.25 20110201 12.5 2.375 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 139500 930 360 358 7.625 0 0 0.375 8 Vero Beach FL 32960 2-4 Family 139500 20060301 75.00 No MI 100194000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 82400 515 360 358 7.125 0 0 0.375 7.5 Casa Grande AZ 85222 Single Family 82400 20060301 80.00 No MI 100195000000000000 2.25 20110201 13.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 67908.44 498.96 360 358 7.625 0 0 0.375 8 Pontiac MI 48342 Single Family 68000 20060301 80.00 No MI 100266000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 225400 1314.833333 360 357 6.625 0 0 0.375 7 LAS VEGAS NV 89166 PUD 225400 20060201 79.99 No MI 100063000000000000 2.25 20110101 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 57575.26 408.11 360 358 7.25 0 0 0.375 7.625 Columbia MO 65202 2-4 Family 57659 20060301 70.00 No MI 010026500000000000 2.25 20110201 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 180000 1387.5 360 356 8.875 0 0 0.375 9.25 KANSAS CITY MO 64155 Single Family 180000 20060101 80.00 No MI 100199000000000000 2.75 20101201 15.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP II G01 140000 845.8333333 360 358 6.875 0 0 0.375 7.25 Show Low AZ 85901 Single Family 140000 20060301 70.00 No MI 100195000000000000 2.25 20110201 12.25 2.375 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 174761.95 1110.466557 360 358 7.25 0 0 0.375 7.625 COCONUT CREEK FL 33066 Condominium 175000 20060301 70.00 No MI 100203000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 230725.23 1586.235956 360 357 7.875 0 0 0.375 8.25 LAS VEGAS NV 89178 PUD 232515 20060201 80.00 No MI 100063000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 219600 1372.5 360 358 7.125 0 0 0.375 7.5 Manassas VA 20109 PUD 219600 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 122500 765.625 360 358 7.125 0 0 0.375 7.5 Broomfield CO 80020 Single Family 122500 20060301 70.00 No MI 100266000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 281220.84 2066.28 360 358 7.625 0 0 0.375 8 MIAMI FL 33137 Condominium 281600 20060301 79.55 No MI 100199000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 72000 442.5 360 358 7 0 0 0.375 7.375 Huntsville AL 35810 Single Family 72000 20060301 80.00 No MI 100266000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 324650 1927.609375 360 357 6.75 0 0 0.375 7.125 KILL DEVIL HILLS NC 27948 Condominium 324650 20060201 79.99 No MI 100126000000000000 2.25 20110101 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 80000 491.6666667 360 358 7 0 0 0.375 7.375 Huntsville AL 35811 Single Family 80000 20060301 80.00 No MI 100266000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 1110000 6937.5 360 359 7.125 0 0 0.375 7.5 Staten Island NY 10304 Single Family 1110000 20060401 75.00 No MI 010012800000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 239920 1574.475 360 358 7.5 0 0 0.375 7.875 Gilbert AZ 85296 PUD 239920 20060301 80.00 No MI 100173000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 186069 1143.549063 360 358 7 0 0 0.375 7.375 Queen Creek AZ 85242 PUD 186069 20060301 80.00 No MI 100173000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 224000 1470 360 358 7.5 0 0 0.375 7.875 Saint George UT 84770 PUD 224000 20060301 80.00 No MI 100173000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 90750 557.734375 360 358 7 0 0 0.375 7.375 Colorado Springs CO 80906 Single Family 90750 20060301 77.23 No MI 100030000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 113100 695.09375 360 358 7 0 0 0.375 7.375 Phoenix AZ 85021 Single Family 113100 20060301 65.00 No MI 100425000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 239200 1594.666667 360 358 7.625 0 0 0.375 8 PALM COAST FL 32164 Single Family 239200 20060301 80.00 No MI 100199000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 910000 5877.083333 360 359 7.375 0 0 0.375 7.75 Puyallup WA 98372 Single Family 910000 20060401 65.00 No MI 100173000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 720000 4500 360 358 7.125 0 0 0.375 7.5 SOUTH EL MONTE CA 91733 2-4 Family 720000 20060301 80.00 No MI 100311000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 630000 3937.5 360 358 7.125 0 0 0.375 7.5 HAYWARD CA 94541 Single Family 630000 20060301 70.00 No MI 100311000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 214400 1340 360 358 7.125 0 0 0.375 7.5 MANASSAS VA 20110 PUD 214400 20060301 79.99 No MI 100031000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 109250 603.1510417 360 358 6.25 0 0 0.375 6.625 Durham NC 27703 PUD 109250 20060301 79.80 No MI 100099000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 270400 1492.833333 360 358 6.25 0 0 0.375 6.625 Adelanto CA 92301 Single Family 270400 20060301 80.00 No MI 100099000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 116000 785.4166667 360 358 7.75 0 0 0.375 8.125 Hainesville IL 60073 Condominium 116000 20060301 80.00 No MI 100030000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 145600 894.8333333 360 358 7 0 0 0.375 7.375 Colorado Springs CO 80916 Condominium 145600 20060301 80.00 No MI 100030000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 131250 833.984375 360 358 7.25 0 0 0.375 7.625 Denver CO 80221 Single Family 131250 20060301 73.74 No MI 100185000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 360966.5 2180.839271 360 358 6.875 0 0 0.375 7.25 Selbyville DE 19975 PUD 363324 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.25 4.625 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 180000 1162.5 360 358 7.375 0 0 0.375 7.75 Dallas TX 75214 2-4 Family 180000 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 180000 1162.5 360 358 7.375 0 0 0.375 7.75 Dallas TX 75214 2-4 Family 180000 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 135200 845 360 358 7.125 0 0 0.375 7.5 Jacksonville FL 32222 PUD 135200 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 209600 1179 360 359 6.375 0 0 0.375 6.75 AVONDALE AZ 85323 PUD 209600 20060401 80.00 No MI 100414000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 121800 824.6875 360 358 7.75 0 0 0.375 8.125 PHOENIX AZ 85040 2-4 Family 121800 20060301 70.00 No MI 100414000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 122298.58 815 360 358 6.625 0 0 0.375 7 Greeley CO 80634 Single Family 122500 20060301 68.06 No MI 2.25 20110201 12 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 190992 1213.595 360 358 7.25 0 0 0.375 7.625 TOLLESON AZ 85353 PUD 190992 20060301 80.00 No MI 100414000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 72745.97 509.03 360 359 7.125 0 0 0.375 7.5 Saint Louis MO 63112 2-4 Family 72800 20060401 80.00 No MI 100425000000000000 2.25 20110301 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 172000 1057.083333 360 358 7 0 0 0.375 7.375 Bellmawr NJ 8031 Single Family 172000 20060301 80.00 No MI 100077000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 555920 3532.408333 360 358 7.25 0 0 0.375 7.625 ANTHEM AZ 85086 PUD 555920 20060301 79.43 No MI 100057000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 155520 1053 360 358 7.75 0 0 0.375 8.125 Chesapeake VA 23321 Single Family 155520 20060301 80.00 No MI 100078000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 332000 1625.416667 360 359 5.5 0 0 0.375 5.875 Burlington NJ 8016 Single Family 332000 20060401 80.00 No MI 100077000000000000 2.25 20110301 10.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 153600 1040 360 358 7.75 0 0 0.375 8.125 Clearwater FL 33763 PUD 153600 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 121760 811.7333333 360 359 7.625 0 0 0.375 8 Decatur GA 30034 Single Family 121760 20060401 80.00 No MI 100266000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 151161.85 932.5 360 358 5.875 0 0 0.375 6.25 Fort Pierce FL 34945 Single Family 151450 20060301 65.00 No MI 100139000000000000 2.25 20090201 12.25 1.875 1 First Lien N N 0 No_PP 360 36 N 20360201 AFL2
GROUP II G03 810287 4642.269271 360 358 6.5 0 0 0.375 6.875 Bowie MD 20720 Single Family 810287 20060301 80.00 No MI 110008000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 75881.08 518.45 360 358 6.875 0 0 0.375 7.25 Rogers AR 72758 Single Family 76000 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 125200 847.7083333 360 358 7.75 0 0 0.375 8.125 Tampa FL 33626 Condominium 125200 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 89844.58 583.74 360 358 6.375 0 0 0.375 6.75 Colorado Springs CO 80910 Condominium 90000 20060301 90.00 PMI 100125000000000000 2.25 20110201 11.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 200000 1187.5 360 358 6.75 0 0 0.375 7.125 Conshohocken PA 19428 Single Family 200000 20060301 80.00 No MI 100129000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 122400 905.25 360 356 8.5 0 0 0.375 8.875 Atlanta GA 30349 Single Family 122400 20060101 80.00 No MI 010003900000000000 2.25 20081201 14.875 1.875 2 First Lien N Y 60 No_PP 360 36 N 20351201 AFL2
GROUP I G01 161248.2 1058.191313 360 358 7.5 0 0 0.375 7.875 Clermont FL 34714 PUD 161250 20060301 75.00 No MI 100238000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 42315.39 325.97 360 357 8.125 0 0 0.375 8.5 Baltimore MD 21205 Single Family 42393 20060201 85.00 Mortgage Guaranty In 100357000000000000 2.25 20110101 13.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP I G01 268100 1815.260417 360 359 7.75 0 0 0.375 8.125 Nederland CO 80466 Single Family 268100 20060401 70.55 No MI 100095000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 146200 959.4375 360 358 7.5 0 0 0.375 7.875 Scottsdale AZ 85251 Condominium 146200 20060301 74.97 No MI 100101000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 203396 1228.850833 360 358 6.875 0 0 0.375 7.25 Buckeye AZ 85326 PUD 203396 20060301 70.00 No MI 100101000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 176000 1173.333333 360 358 7.625 0 0 0.375 8 Alma CO 80420 Single Family 176000 20060301 80.00 No MI 100101000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 99972.92 572.7615208 360 359 6.5 0 0 0.375 6.875 LOUISVILLE KY 40299 Single Family 100000 20060401 80.00 No MI 100331000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 190000 1286.458333 360 359 7.75 0 0 0.375 8.125 Lancaster CA 93534 Single Family 190000 20060401 77.55 No MI 100173000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 244800 1530 360 358 7.125 0 0 0.375 7.5 Sacramento CA 95841 2-4 Family 244800 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 710300 4735.333333 360 358 7.625 0 0 0.375 8 LEESBURG VA 20176 PUD 710300 20060301 79.99 No MI 100028000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 91999.6 565.4142083 360 358 7 0 0 0.375 7.375 NEWNAN GA 30263 Single Family 92000 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 132000 825 360 358 7.125 0 0 0.375 7.5 BIRMINGHAM AL 35215 Single Family 132000 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 132800 871.5 360 358 7.5 0 0 0.375 7.875 MARIETTA GA 30064 Single Family 132800 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 294485 1993.908854 360 358 7.75 0 0 0.375 8.125 LITHONIA GA 30038 PUD 294485 20060301 80.00 No MI 100185000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 137080 871.0291667 360 358 7.25 0 0 0.375 7.625 LAKELAND FL 33810 PUD 137080 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 76699.18 570.24 360 358 7.75 0 0 0.375 8.125 HOUSTON TX 77040 PUD 76800 20060301 80.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 103848.96 736.11 360 358 7.25 0 0 0.375 7.625 Virginia Beach VA 23462 Single Family 104000 20060301 80.00 No MI 100199000000000000 2.25 20110201 12.625 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 154974.62 1098.5 360 358 7.25 0 0 0.375 7.625 SALT LAKE CITY UT 84128 Single Family 155200 20060301 80.00 No MI 100061000000000000 2.25 20110201 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 220000 1260.416667 360 358 6.5 0 0 0.375 6.875 CENTENNIAL CO 80112 Single Family 220000 20060301 80.00 No MI 100204000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 237242 1408.624375 360 359 6.75 0 0 0.375 7.125 PEORIA AZ 85383 PUD 237242 20060401 80.00 No MI 100047000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 309524 2031.25125 360 359 7.5 0 0 0.375 7.875 HANOVER PA 17331 PUD 309524 20060401 80.00 No MI 010002800000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 305600 1846.333333 360 358 6.875 0 0 0.375 7.25 Clifton NJ 7013 Single Family 305600 20060301 80.00 No MI 100039000000000000 2.75 20110201 13.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 55129.06 414.7 360 358 7.875 0 0 0.375 8.25 Sidman PA 15955 Single Family 55200 20060301 80.00 No MI 000000000013379615 2.375 20080201 13.25 2.375 1 First Lien N N 0 Prepay 360 24 N 20360201 AFL2
GROUP I G01 488000 3304.166667 360 358 7.75 0 0 0.375 8.125 Denver CO 80207 Single Family 488000 20060301 80.00 No MI 100185000000000000 2.25 20110201 13.125 2 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 263200 1425.666667 360 358 6.125 0 0 0.375 6.5 Lambertville NJ 8530 Single Family 263200 20060301 80.00 No MI 100087000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 179120 1138.158333 360 358 7.25 0 0 0.375 7.625 Largo FL 33770 Single Family 179120 20060301 80.00 No MI 100400000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 518600 3403.3125 360 359 7.5 0 0 0.375 7.875 Union City NJ 7087 2-4 Family 518600 20060401 79.78 No MI 100234000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 359690.05 2334.95 360 359 6.375 0 0 0.375 6.75 Haledon NJ 7508 2-4 Family 360000 20060401 80.00 No MI 100163000000000000 2.25 20110301 11.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 407600 2505.041667 360 357 7 0 0 0.375 7.375 Berlin MD 21811 Condominium 407600 20060201 80.00 No MI 100016000000000000 2.25 20110101 13.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 548500 3713.802083 360 359 7.75 0 0 0.375 8.125 WARRENTON VA 20187 Condominium 548500 20060401 79.82 No MI 100028000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 353505.58 2135.762879 360 357 6.875 0 0 0.375 7.25 LOMA LINDA CA 92354 PUD 353592 20060201 80.00 No MI 100063000000000000 2.375 20080101 12.25 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP II G02 393600 2132 360 358 6.125 0 0 0.375 6.5 Alpharetta GA 30022 Single Family 393600 20060301 80.00 No MI 100035000000000000 2.25 20110201 11.5 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 137798.83 803.8265083 360 358 6.625 0 0 0.375 7 Homestead FL 33033 Condominium 137800 20060301 65.00 No MI 100234000000000000 2.25 20110201 12 2 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 466472 2866.859167 360 357 7 0 0 0.375 7.375 FREDERICKSBURG VA 22405 PUD 466472 20060201 80.00 No MI 100063000000000000 2.375 20080101 12.375 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP II G01 188960 1181 360 357 7.125 0 0 0.375 7.5 Berlin MD 21811 PUD 188960 20060201 80.00 No MI 100016000000000000 2.75 20110101 13.5 2 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 243395.94 1521.224625 360 357 7.125 0 0 0.375 7.5 Stephens City VA 22655 PUD 243400 20060201 79.98 No MI 100016000000000000 2.25 20110101 13.5 2.375 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 252036 1365.195 360 357 6.125 0 0 0.375 6.5 QUEEN CREEK AZ 85242 PUD 252036 20060201 80.00 No MI 100063000000000000 2.375 20080101 12.5 1.875 2.375 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP II G01 200000 1250 360 358 7.125 0 0 0.375 7.5 Queen Creek AZ 85242 PUD 200000 20060301 80.00 No MI 100016000000000000 2.75 20110201 13.5 2 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 188350 1236.046875 360 357 7.5 0 0 0.375 7.875 SURPRISE AZ 85379 PUD 188350 20060201 79.98 No MI 100063000000000000 2.375 20080101 12.875 2.375 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP I G01 200000 1104.166667 360 357 6.25 0 0 0.375 6.625 LAS VEGAS NV 89115 PUD 200000 20060201 80.00 No MI 100063000000000000 2.375 20080101 11.625 2 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP I G01 310199 1712.556979 360 357 6.25 0 0 0.375 6.625 ROMOLAND CA 92585 PUD 310199 20060201 80.00 No MI 100063000000000000 2.375 20080101 11.625 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP I G01 120525 790.9453125 360 358 7.5 0 0 0.375 7.875 New Port Richey FL 34655 Single Family 120525 20060301 75.00 No MI 100238000000000000 2.25 20110201 12.875 2 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 313061 1728.357604 360 357 6.25 0 0 0.375 6.625 LANCASTER CA 93535 Single Family 313061 20060201 80.00 No MI 100063000000000000 2.375 20080101 11.625 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP I G01 290700 1665.46875 360 357 6.5 0 0 0.375 6.875 QUEEN CREEK AZ 85242 PUD 290700 20060201 89.47 PMI 100063000000000000 2.375 20080101 11.875 2 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP II G02 246720 1413.5 360 359 6.5 0 0 0.375 6.875 Surprise AZ 85379 PUD 246720 20060401 80.00 No MI 100189000000000000 2.25 20110301 11.875 2 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 241588 1409.263333 360 357 6.625 0 0 0.375 7 TUCSON AZ 85757 Single Family 241588 20060201 80.00 No MI 100063000000000000 2.375 20080101 12 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP I G01 220792 1287.953333 360 357 6.625 0 0 0.375 7 LAS VEGAS NV 89123 PUD 220792 20060201 80.00 No MI 100063000000000000 2.375 20080101 12 2 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP I G01 313896 1831.06 360 357 6.625 0 0 0.375 7 MENIFEE CA 92584 Single Family 313896 20060201 80.00 No MI 100063000000000000 2.375 20080101 12 2 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP II G02 110222 631.4802083 360 358 6.5 0 0 0.375 6.875 Pendleton SC 29670 Single Family 110222 20060301 80.00 No MI 100264000000000000 2.25 20110201 11.875 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 237471.93 1642.67 360 358 7 0 0 0.375 7.375 Naperville IL 60540 Single Family 237835 20060301 65.00 No MI 100425000000000000 2.25 20110201 12.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 107250 647.96875 360 358 6.875 0 0 0.375 7.25 Chicago IL 60621 Single Family 107250 20060301 65.00 No MI 100425000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 308384.22 2265.87 360 358 7.625 0 0 0.375 8 Miami FL 33137 Condominium 308800 20060301 80.00 No MI 100199000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 304889 1715.000625 360 359 6.375 0 0 0.375 6.75 PEORIA AZ 85383 Single Family 304889 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 255000 1646.875 360 358 7.375 0 0 0.375 7.75 San Bernardino CA 92407 Single Family 255000 20060301 75.00 No MI 100386000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 366842 1795.997292 360 359 5.5 0 0 0.375 5.875 WOODBURY MN 55125 PUD 366842 20060401 80.00 No MI 100057000000000000 2.25 20110301 10.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 240954.79 1229.873407 360 359 5.75 0 0 0.375 6.125 ANTHEM AZ 85086 PUD 240960 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 357600 2048.75 360 358 6.5 0 0 0.375 6.875 LINCOLN CA 95648 Single Family 357600 20060301 80.00 No MI 100057000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 283967.92 1833.959483 360 358 7.375 0 0 0.375 7.75 ORLANDO FL 32819 Condominium 283968 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 225788 1411.175 360 359 7.125 0 0 0.375 7.5 WESLEY CHAPEL FL 33544 PUD 225788 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 381916 2227.843333 360 359 6.625 0 0 0.375 7 MENIFEE CA 92584 Single Family 381916 20060401 80.00 No MI 100057000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 124400 777.5 360 358 7.125 0 0 0.375 7.5 Atlanta GA 30316 Single Family 124400 20060301 80.00 No MI 100066000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 1000000 5625 360 358 6.375 0 0 0.375 6.75 San Rafael CA 94901 Single Family 1000000 20060301 74.07 No MI 100172000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 108750 679.6875 360 358 7.125 0 0 0.375 7.5 HARRISVILLE UT 84414 Single Family 108750 20060301 75.00 No MI 100114000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 270000 1687.5 360 358 7.125 0 0 0.375 7.5 PERRIS CA 92571 Single Family 270000 20060301 75.00 No MI 100414000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 213051 1287.183125 360 359 6.875 0 0 0.375 7.25 SOUTH JORDAN UT 84095 Single Family 213051 20060401 80.00 No MI 100061000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 77200 514.6666667 360 358 7.625 0 0 0.375 8 DELAWARE OH 43015 Single Family 77200 20060301 80.00 No MI 100331000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G04 174055 924.6671875 360 358 6 0 0 0.375 6.375 CLARK TX 76247 Single Family 174055 20060301 80.00 No MI 100150000000000000 2.25 20160201 11.375 1.875 1 First Lien N Y 120 No_PP 360 120 N 20360201 AFL2
GROUP I G01 178400 1189.333333 360 359 7.625 0 0 0.375 8 PEORIA AZ 85345 Single Family 178400 20060401 80.00 No MI 100414000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 124889.27 803.59 360 359 6.25 0 0 0.375 6.625 DELTONA FL 32738 Single Family 125500 20060401 68.96 No MI 100213000000000000 2.25 20110301 11.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 90750 567.1875 360 358 7.125 0 0 0.375 7.5 Brunswick GA 31520 Single Family 90750 20060301 75.00 No MI 010006600000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 182360 1234.729167 360 358 7.75 0 0 0.375 8.125 Sisters OR 97759 Single Family 182360 20060301 80.00 No MI 100114000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 135850 735.8541667 360 359 6.125 0 0 0.375 6.5 Coral Springs FL 33071 Condominium 135850 20060401 65.00 No MI 100234000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 67200 434 360 358 7.375 0 0 0.375 7.75 Savannah GA 31406 Single Family 67200 20060301 80.00 No MI 100229000000000000 2.25 20110201 13.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 224000 1283.333333 360 358 6.5 0 0 0.375 6.875 AVONDALE AZ 85323 PUD 224000 20060301 87.84 Radian Guaranty 100071000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 367200 1989 360 358 6.125 0 0 0.375 6.5 Manassas VA 20110 Single Family 367200 20060301 80.00 No MI 100213000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 247639.86 1755.33 360 358 7.25 0 0 0.375 7.625 Chicago IL 60647 2-4 Family 248000 20060301 80.00 No MI 100221000000000000 2.25 20110201 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 67404.34 483.58 360 358 7.375 0 0 0.375 7.75 Chicago IL 60649 Townhouse 67500 20060301 75.00 No MI 100221000000000000 2.25 20110201 12.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G03 534084 3004.2225 360 359 6.375 0 0 0.375 6.75 LINCOLN CA 95648 Single Family 534084 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 547672 3594.0975 360 358 7.5 0 0 0.375 7.875 CORONA CA 91739 Single Family 547672 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 495706 3098.1625 360 359 7.125 0 0 0.375 7.5 BRENTWOOD CA 94513 PUD 495706 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 418796 2530.225833 360 359 6.875 0 0 0.375 7.25 Henderson NV 89012 Single Family 418796 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 216346 1262.018333 360 358 6.625 0 0 0.375 7 SUN CITY WEST AZ 85375 PUD 216346 20060301 70.00 No MI 100057000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 194932 1035.57625 360 358 6 0 0 0.375 6.375 ELGIN IL 60123 PUD 194932 20060301 80.00 No MI 100057000000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 254199.99 1482.833275 360 358 6.625 0 0 0.375 7 PEORIA AZ 85383 PUD 254200 20060301 80.00 No MI 100057000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 199737.47 1484.99 360 358 7.75 0 0 0.375 8.125 Phoenix AZ 85024 Single Family 200000 20060301 80.00 No MI 100173000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 208892 1022.700417 360 358 5.5 0 0 0.375 5.875 CANTON MI 48188 Condominium 208892 20060301 80.00 No MI 100057000000000000 2.25 20110201 10.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 265000 1518.229167 360 358 6.5 0 0 0.375 6.875 Renton WA 98059 Single Family 265000 20060301 71.62 No MI 100187000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 86250 566.015625 360 358 7.5 0 0 0.375 7.875 Baltimore MD 21230 Single Family 86250 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 114100 736.8958333 360 358 7.375 0 0 0.375 7.75 Blacklick OH 43004 Single Family 114100 20060301 70.00 No MI 100185000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 187920 1194.075 360 358 7.25 0 0 0.375 7.625 Surprise AZ 85374 PUD 187920 20060301 80.00 No MI 100101000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 176000 1191.666667 360 358 7.75 0 0 0.375 8.125 Folly Beach SC 29439 Condominium 176000 20060301 80.00 No MI 100229000000000000 2.25 20110201 14.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 103200 698.75 360 358 7.75 0 0 0.375 8.125 WOODSTOCK GA 30188 Single Family 103200 20060301 80.00 No MI 100213000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 212000 1280.833333 360 358 6.875 0 0 0.375 7.25 BALTIMORE MD 21231 Single Family 212000 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 207120 1165.05 360 358 6.375 0 0 0.375 6.75 North Port FL 34287 Single Family 207120 20060301 80.00 No MI 100035000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 112000 758.3333333 360 358 7.75 0 0 0.375 8.125 Saginaw MI 48603 Single Family 112000 20060301 80.00 No MI 1002656-0000481494 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 207100 1251.229167 360 358 6.875 0 0 0.375 7.25 North Port FL 34287 Single Family 207100 20060301 79.99 No MI 100035000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 135120 858.575 360 358 7.25 0 0 0.375 7.625 Tampa FL 33619 Condominium 135120 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 479200 3244.583333 360 358 7.75 0 0 0.375 8.125 TEMPE AZ 85284 PUD 479200 20060301 80.00 No MI 100195000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 212000 1435.416667 360 358 7.75 0 0 0.375 8.125 MERCED CA 95340 Single Family 212000 20060301 80.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 110390 551.95 360 358 5.625 0 0 0.375 6 Elko NV 89801 Single Family 110500 20060301 65.00 No MI 100189000000000000 2.25 20090201 12 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360201 AFL2
GROUP II G01 208000 1256.666667 360 358 6.875 0 0 0.375 7.25 St Augustine FL 32080 Condominium 208000 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 383745.22 2527 360 358 7.125 0 0 0.375 7.5 Suffern NY 10901 2-4 Family 384000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.5 1.875 1 First Lien Y N 0 No_PP 480 60 N 20360201 AFL2
GROUP I G01 113175 754.5 360 358 7.625 0 0 0.375 8 Miami FL 33131 Condominium 113175 20060301 75.00 No MI 100234000000000000 2.25 20110201 13 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 225000 1359.375 360 359 6.875 0 0 0.375 7.25 FREDERICKSBURG VA 22401 PUD 225000 20060401 46.68 No MI 100028000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 110257.85 744.02 360 358 6.75 0 0 0.375 7.125 Saint Charles IL 60174 Single Family 110435 20060301 65.00 No MI 010042900000000000 2.25 20110201 12.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G03 880000 5041.666667 360 358 6.5 0 0 0.375 6.875 WINSOR CO 80550 Single Family 880000 20060301 80.00 No MI 100113000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 167650 1135.130208 360 358 7.75 0 0 0.375 8.125 Loganville GA 30052 Single Family 167650 20060301 70.00 No MI 100173000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 372000 2441.25 360 356 7.5 0 0 0.375 7.875 PALMDALE CA 93551 Single Family 372000 20060101 80.00 No MI 100199000000000000 5 20081201 13.875 1.875 1 First Lien N Y 60 Prepay 360 36 N 20351201 AFL2
GROUP II G01 393500 2500.364583 360 358 7.25 0 0 0.375 7.625 BEALETON VA 22712 PUD 393500 20060301 72.52 No MI 100028000000000000 2.25 20110201 12.625 4.625 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 896800 5698.416667 360 358 7.25 0 0 0.375 7.625 SAN CLEMENTE CA 92672 Single Family 896800 20060301 80.00 No MI 1003113-0006000013 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 260000 1597.916667 360 358 7 0 0 0.375 7.375 LOS ANGELES CA 90044 Single Family 260000 20060301 65.00 No MI 100311000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 75895.04 551.06 360 358 7.5 0 0 0.375 7.875 Tulsa OK 74135 Single Family 76000 20060301 80.00 No MI 100039000000000000 2.25 20110201 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G03 521826 3315.769375 360 353 7.25 0 0 0.375 7.625 Laurel MD 20723 PUD 521826 20051001 70.00 No MI 100203000000000000 2.25 20100901 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20350901 AFL2
GROUP I G01 232800 1576.25 360 358 7.75 0 0 0.375 8.125 Huntsville AL 35806 Single Family 232800 20060301 80.00 No MI 010026500000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 133510.36 980.31 360 359 7.625 0 0 0.375 8 MONTGOMERY MA 1085 Condominium 133600 20060401 80.00 No MI 100022000000000000 2.25 20110301 14 1.875 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 91879.23 683.1 360 358 7.75 0 0 0.375 8.125 Detroit MI 48228 Single Family 92000 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 112000 793.3333333 360 358 8.125 0 0 0.375 8.5 Chicago IL 60628 Single Family 112000 20060301 80.00 No MI 100266000000000000 2.375 20080201 13.5 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360201 AFL2
GROUP I G01 316000 2139.583333 360 358 7.75 0 0 0.375 8.125 OAKLEY CA 94561 Single Family 316000 20060301 80.00 No MI 100414000000000000 2.25 20110201 13.125 2 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 363802.48 2349.557683 360 358 7.375 0 0 0.375 7.75 New Prague MN 56071 Single Family 363920 20060301 80.00 No MI 100400000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 184352 1132.996667 360 358 7 0 0 0.375 7.375 QUEEN CREEK AZ 85242 PUD 184352 20060301 80.00 No MI 100071000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 383796.03 2478.682694 360 358 7.375 0 0 0.375 7.75 New Prague MN 56071 Single Family 383920 20060301 80.00 No MI 100400000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 119842.47 891 360 358 7.75 0 0 0.375 8.125 Detroit MI 48227 Single Family 120000 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 97950 632.59375 360 358 7.375 0 0 0.375 7.75 Colorado Springs CO 80916 Single Family 97950 20060301 74.20 No MI 100185000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 117600 735 360 356 7.125 0 0 0.375 7.5 Tucson AZ 85714 Single Family 117600 20060101 80.00 No MI 100039000000000000 5 20071201 13.5 1.875 2 First Lien N Y 60 No_PP 360 24 N 20351201 AFL2
GROUP II G02 339920 2124.5 360 358 7.125 0 0 0.375 7.5 Washington DC 20036 Condominium 339920 20060301 80.00 No MI 100218000000000000 2.25 20110201 12.5 4.625 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 496000 3255 360 358 7.5 0 0 0.375 7.875 GLEN RIDGE BOROUGH NJ 7028 2-4 Family 496000 20060301 80.00 No MI 100247000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 412000 2617.916667 360 358 7.25 0 0 0.375 7.625 SAN LEANDRO CA 94578 Single Family 412000 20060301 80.00 No MI 100204000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 201600 1281 360 358 7.25 0 0 0.375 7.625 NORTH PORT FL 34287 Single Family 201600 20060301 80.00 No MI 100322000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 274798 1860.611458 360 358 7.75 0 0 0.375 8.125 Chicago IL 60622 Condominium 274798 20060301 80.00 No MI 100400000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 424000 2738.333333 360 358 7.375 0 0 0.375 7.75 Wayne NJ 7470 Single Family 424000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 374920 2538.520833 360 358 7.75 0 0 0.375 8.125 Freehold NJ 7728 Single Family 374920 20060301 80.00 No MI 100234000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 650000 3182.291667 360 353 5.5 0 0 0.375 5.875 Montverde FL 34756 Single Family 650000 20051001 59.09 No MI 100014000000000000 2.375 20070901 10.875 1.875 1 First Lien N Y 120 No_PP 360 24 N 20350901 AFL2
GROUP II G01 316000 1942.083333 360 359 7 0 0 0.375 7.375 Woodbridge VA 22191 Single Family 316000 20060401 78.80 No MI 100293000000000000 2.25 20110301 12.375 2 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 136000 821.6666667 360 357 6.875 0 0 0.375 7.25 Pleasantville NJ 8232 Single Family 136000 20060201 80.00 No MI 100234000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP I G01 326497 2176.646667 360 358 7.625 0 0 0.375 8 Oviedo FL 32765 Single Family 326497 20060301 70.00 No MI 100199000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 168000 1085 360 358 7.375 0 0 0.375 7.75 WASHINGTON DC 20020 Single Family 168000 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 258000 1370.625 360 359 6 0 0 0.375 6.375 MANASSAS VA 20111 Single Family 258000 20060401 60.00 No MI 100031000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 96000 600 360 358 7.125 0 0 0.375 7.5 Atlanta GA 30315 Single Family 96000 20060301 80.00 No MI 100199000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 153599.76 927.99855 360 358 6.875 0 0 0.375 7.25 Montrose CO 81401 Single Family 153600 20060301 80.00 No MI 100125000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 412500 2792.96875 360 358 7.75 0 0 0.375 8.125 LOS ANGELES CA 91335 Single Family 412500 20060301 75.00 No MI 010025600000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 201272 1257.95 360 358 7.125 0 0 0.375 7.5 Port Saint Lucie FL 34953 Single Family 201272 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 224584 1380.255833 360 358 7 0 0 0.375 7.375 PARKER CO 80134 PUD 224584 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 177822.91 1092.869968 360 357 7 0 0 0.375 7.375 Calabash NC 28467 PUD 185520 20060201 80.00 No MI 100016000000000000 2.25 20110101 13.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 93750 517.578125 360 358 6.25 0 0 0.375 6.625 ATL GA 30331 Single Family 93750 20060301 75.00 No MI 100113000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 175896 1044.3825 360 358 6.75 0 0 0.375 7.125 SUWANEE GA 30024 PUD 175896 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 191256 956.28 360 358 5.625 0 0 0.375 6 OLMSTED FALLS OH 44138 Single Family 191256 20060301 80.00 No MI 100057000000000000 2.25 20090201 12 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360201 AFL2
GROUP I G01 71907.86 540.91 360 358 7.875 0 0 0.375 8.25 Sicklerville NJ 8081 Townhouse 72000 20060301 80.00 No MI 100022000000000000 2.25 20110201 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 110097.76 799.39 360 358 7.5 0 0 0.375 7.875 Dallas TX 75211 2-4 Family 110250 20060301 70.00 No MI 100113000000000000 2.25 20110201 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 157500 1000.78125 360 358 7.25 0 0 0.375 7.625 Bakersfield CA 93304 Single Family 157500 20060301 70.00 No MI 100185000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 105849.88 759.4 360 358 7.375 0 0 0.375 7.75 Layton UT 84041 PUD 106000 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 128000 826.6666667 360 358 7.375 0 0 0.375 7.75 BALTIMORE MD 21216 Single Family 128000 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 198000 1320 360 358 7.625 0 0 0.375 8 CAPE CORAL FL 33909 Single Family 198000 20060301 75.00 No MI 100059000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 164000 820 360 356 5.625 0 0 0.375 6 Jenks OK 74037 Single Family 164000 20060101 80.00 No MI 100039000000000000 2.25 20101201 11 1.875 1 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP II G02 399200 2370.25 360 359 6.75 0 0 0.375 7.125 Fairfax VA 22030 Single Family 399200 20060401 80.00 No MI 010021800000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 109200 705.25 360 358 7.375 0 0 0.375 7.75 Canal Winchester OH 43110 Single Family 109200 20060301 70.00 No MI 100185000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 134798.99 943.94 360 358 7.125 0 0 0.375 7.5 Port Saint Lucie FL 34953 Single Family 135000 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 85350 560.109375 360 358 7.5 0 0 0.375 7.875 Mcdonough GA 30252 PUD 85350 20060301 74.97 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 59896.39 389.16 360 358 6.375 0 0 0.375 6.75 Newark OH 43055 Single Family 60000 20060301 80.00 No MI 100022000000000000 2.25 20090201 12.75 1.875 1 First Lien N N 0 Prepay 360 36 N 20360201 AFL2
GROUP II G01 111200 671.8333333 360 358 6.875 0 0 0.375 7.25 West Valley City UT 84120 Townhouse 111200 20060301 77.76 No MI 100125000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 65200 407.5 360 358 7.125 0 0 0.375 7.5 Taylorsville UT 84123 Condominium 65200 20060301 80.00 No MI 1001247-0007009190 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 93600 624 360 358 7.625 0 0 0.375 8 Tucson AZ 85746 Condominium 93600 20060301 80.00 No MI 100034000000000000 2.25 20110201 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 154400 932.8333333 360 358 6.875 0 0 0.375 7.25 Denver CO 80223 Single Family 154400 20060301 80.00 No MI 100030000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 142870.72 903.86 360 359 6.125 0 0 0.375 6.5 Tucson AZ 85741 Single Family 143000 20060401 65.00 No MI 100101000000000000 2.375 20080301 11.5 1.875 1 First Lien N N 0 Prepay 360 24 N 20360301 AFL2
GROUP I G01 170732 1155.997917 360 358 7.75 0 0 0.375 8.125 Duncanville TX 75137 PUD 170732 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 2 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 145501 939.6939583 360 359 7.375 0 0 0.375 7.75 MARICOPA AZ 85239 PUD 145501 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 167280 1028.075 360 358 7 0 0 0.375 7.375 SANFORD FL 32771 PUD 167280 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 171648.82 1045 360 358 5.75 0 0 0.375 6.125 JACKSONVILLE FL 32216 PUD 171984 20060301 80.00 No MI 100057000000000000 2.25 20130201 11.125 1.875 1 First Lien N N 0 No_PP 360 84 N 20360201 AFL2
GROUP I G01 61560.72 462.78 360 359 7.875 0 0 0.375 8.25 Pasadena TX 77506 PUD 61600 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 209650 1375.828125 360 359 7.5 0 0 0.375 7.875 Miami FL 33127 Single Family 209650 20060401 70.00 No MI 100203000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 182000 1099.583333 360 358 6.875 0 0 0.375 7.25 KISSIMMEE FL 34747 PUD 182000 20060301 72.80 No MI 100271000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 132800 871.5 360 358 7.5 0 0 0.375 7.875 Oxen Hill MD 20745 Condominium 132800 20060301 80.00 No MI 100031000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 105000 710.9375 360 358 7.75 0 0 0.375 8.125 NEW PHILADELPHIA OH 44663 Single Family 105000 20060301 75.00 No MI 100331000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 196000 1061.666667 360 358 6.125 0 0 0.375 6.5 Hemet CA 92543 2-4 Family 196000 20060301 49.62 No MI 100099000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 108000 663.75 360 358 7 0 0 0.375 7.375 DETROIT MI 48207 Condominium 108000 20060301 80.00 No MI 100064000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 125248 848.0333333 360 358 7.75 0 0 0.375 8.125 Tallahassee FL 32303 PUD 125248 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 629300 3736.46875 360 358 6.75 0 0 0.375 7.125 LA CRESCENTA CA 91214 Single Family 629300 20060301 70.00 No MI 100311000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 290500 1906.40625 360 358 7.5 0 0 0.375 7.875 LOS ANGELES CA 90006 Single Family 290500 20060301 70.00 No MI 100311000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 649200 3787 360 358 6.625 0 0 0.375 7 WILMETTE IL 60091 Single Family 649200 20060301 60.00 No MI 100087000000000000 2.25 20110201 13 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 174863.48 1193.81 360 359 6.875 0 0 0.375 7.25 Fort Lauderdale FL 33301 Condominium 175000 20060401 70.00 No MI 100271000000000000 2.25 20110301 12.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 135013.31 980.29 360 358 7.5 0 0 0.375 7.875 EDGEWATER FL 32141 Single Family 135200 20060301 80.00 No MI 100103000000000000 2.25 20110201 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 83010.89 617.16 360 358 7.75 0 0 0.375 8.125 HOUSTON TX 77039 Single Family 83120 20060301 80.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 363802.48 2349.557683 360 358 7.375 0 0 0.375 7.75 New Prague MN 56071 Single Family 363920 20060301 80.00 No MI 100400000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 117200 781.3333333 360 358 7.625 0 0 0.375 8 NORCROSS GA 30093 Single Family 117200 20060301 80.00 No MI 100213000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 71200 407.9166667 360 358 6.5 0 0 0.375 6.875 OAK GROVE KY 42262 Single Family 71200 20060301 80.00 No MI 100177000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 308000 2021.25 360 355 7.5 0 0 0.375 7.875 apple valley CA 92308 Single Family 308000 20051201 80.00 No MI 100432000000000000 2.25 20081101 13.875 1.875 2 First Lien N Y 60 No_PP 360 36 N 20351101 AFL2
GROUP II G01 84000 516.25 360 355 7 0 0 0.375 7.375 CALUMET CITY IL 60409 2-4 Family 84000 20051201 75.00 No MI 100432000000000000 2.25 20101101 13.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 AFL2
GROUP I G01 131349.99 848.3020187 360 355 7.375 0 0 0.375 7.75 riverdale GA 30274 PUD 131350 20051201 79.99 No MI 100432000000000000 2.25 20101101 13.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351101 AFL2
GROUP I G01 108540 700.9875 360 358 7.375 0 0 0.375 7.75 Jacksonville FL 32218 PUD 108540 20060301 80.00 No MI 100264000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 162400 1099.583333 360 358 7.75 0 0 0.375 8.125 Mc Donough GA 30253 PUD 162400 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 74800 506.4583333 360 359 7.75 0 0 0.375 8.125 Phoenix AZ 85051 Condominium 74800 20060401 80.00 No MI 100071000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 115500 745.9375 360 358 7.375 0 0 0.375 7.75 MIAMI FL 33127 Single Family 115500 20060301 70.00 No MI 100059000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 116800 754.3333333 360 358 7.375 0 0 0.375 7.75 MONCKS CORNER SC 29461 Single Family 116800 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 555832 3705.546667 360 358 7.625 0 0 0.375 8 CLARKSBURG MD 20871 PUD 555832 20060301 80.00 No MI 100028000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 49981.03 371.85 360 357 7.75 0 0 0.375 8.125 Milwaukee WI 53206 Single Family 50080 20060201 80.00 No MI 100221000000000000 2.25 20110101 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G03 512000 2986.666667 360 358 6.625 0 0 0.375 7 Watsonville CA 95076 Single Family 512000 20060301 78.77 No MI 100063000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 63200 368.6666667 360 359 6.625 0 0 0.375 7 SUMMERVILLE SC 29483 Single Family 63200 20060401 80.00 No MI 100293000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 108000 686.25 360 358 7.25 0 0 0.375 7.625 Port Richey FL 34668 Single Family 108000 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 221550 1500.078125 360 358 7.75 0 0 0.375 8.125 BEDMINSTER TOWNSHIP PA 18944 PUD 221550 20060301 79.98 No MI 100076000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 370800 2163 360 358 6.625 0 0 0.375 7 REMINGTON VA 22734 PUD 370800 20060301 80.00 No MI 100028000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 460000 3114.583333 360 358 7.75 0 0 0.375 8.125 Miami FL 33121 Condominium 460000 20060301 76.67 No MI 100203000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 85400 533.75 360 358 7.125 0 0 0.375 7.5 Severn MD 21144 Condominium 85400 20060301 70.00 No MI 100115000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 106500 698.90625 360 358 7.5 0 0 0.375 7.875 HOUSTON TX 77082 PUD 106500 20060301 75.00 No MI 100199000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 444000 3006.25 360 358 7.75 0 0 0.375 8.125 SPRINGFIELD VA 22151 Single Family 444000 20060301 80.00 No MI 100293000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 100000 677.0833333 360 359 7.75 0 0 0.375 8.125 TAMPA FL 33604 Single Family 100000 20060401 80.00 No MI 100204000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 371000 2280.104167 360 357 7 0 0 0.375 7.375 LOS ANGELES CA 90059 2-4 Family 371000 20060201 70.00 No MI 100059000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 171992 1074.95 360 358 7.125 0 0 0.375 7.5 Palm Bay FL 32907 Single Family 171992 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G03 954918.3 6712.46 360 353 7.125 0 0 0.375 7.5 Sedona AZ 86351 Single Family 960000 20051001 73.85 No MI 2.25 20100901 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20350901 AFL2
GROUP II G02 263200 1425.666667 360 358 6.125 0 0 0.375 6.5 Orlando FL 32824 Single Family 263200 20060301 80.00 No MI 100035000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 660000 4400 360 358 7.625 0 0 0.375 8 FAIRFAX VA 22030 PUD 660000 20060301 80.00 No MI 100031000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 628740 3864.13125 360 358 7 0 0 0.375 7.375 CHANTILLY VA 20152 PUD 628740 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 327992 2152.4475 360 358 7.5 0 0 0.375 7.875 ELK GROVE CA 95758 Single Family 327992 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 238453 1614.525521 360 358 7.75 0 0 0.375 8.125 Concord NC 28027 PUD 238453 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 224800 1451.833333 360 358 7.375 0 0 0.375 7.75 Essex MD 21221 2-4 Family 224800 20060301 80.00 No MI 100196000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 235199.32 1469.99575 360 358 7.125 0 0 0.375 7.5 NORTH LAS VEGAS NV 89081 PUD 235200 20060301 80.00 No MI 100047000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 320000 1933.333333 360 359 6.875 0 0 0.375 7.25 COLUMBUS OH 43205 Single Family 320000 20060401 80.00 No MI 100331000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 252000 1417.5 360 359 6.375 0 0 0.375 6.75 Lincoln CA 95648 PUD 252000 20060401 79.99 No MI 100005000000000000 2.25 20090301 11.75 1.875 2 First Lien N Y 120 No_PP 360 36 N 20360301 AFL2
GROUP II G02 235600 1497.041667 360 358 7.25 0 0 0.375 7.625 PHOENIX AZ 85022 Condominium 235600 20060301 80.00 No MI 1004140-0100013313 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 187600 1231.125 360 358 7.5 0 0 0.375 7.875 THE COLONY TX 75056 PUD 187600 20060301 70.00 No MI 100414000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 122101.44 865.48 360 358 7.25 0 0 0.375 7.625 Arizona City AZ 85223 Single Family 122279 20060301 70.00 No MI 100173000000000000 2.25 20110201 12.625 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 59850 392.765625 360 358 7.5 0 0 0.375 7.875 Grand Rapids MI 49507 Single Family 59850 20060301 70.00 No MI 100173000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 218400 1456 360 358 7.625 0 0 0.375 8 Paterson NJ 7502 Single Family 218400 20060301 80.00 No MI 100234000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 108000 675 360 358 7.125 0 0 0.375 7.5 Jacksonville FL 32205 Single Family 108000 20060301 80.00 No MI 100264000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 416900 2735.90625 360 358 7.5 0 0 0.375 7.875 San Diego CA 92111 Single Family 416900 20060301 78.81 No MI 100256000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 75820.26 563.7 360 358 7.75 0 0 0.375 8.125 HOUSTON TX 77086 PUD 75920 20060301 80.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 213300 1244.25 360 359 6.625 0 0 0.375 7 Tolleson AZ 85353 PUD 213300 20060401 80.00 No MI 1001886-0100010724 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 175768.96 1306.8 360 358 7.75 0 0 0.375 8.125 Kissimmee FL 34759 Single Family 176000 20060301 80.00 No MI 5.5 20080201 13.125 1.875 1 First Lien N N 0 Prepay 360 24 N 20360201 AFL2
GROUP I G01 171750 1145 360 358 7.625 0 0 0.375 8 Seffner FL 33584 PUD 171750 20060301 75.00 No MI 100059000000000000 2.25 20110201 13 5.125 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 172400 1095.458333 360 358 7.25 0 0 0.375 7.625 New Britain CT 6051 2-4 Family 172400 20060301 74.99 No MI 2.25 20110201 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 102900 643.125 360 358 7.125 0 0 0.375 7.5 Miami FL 33147 Single Family 102900 20060301 70.00 No MI 100059000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 49897.1 362.54 360 357 7.5 0 0 0.375 7.875 Conyers GA 30013 Townhouse 50001 20060201 76.92 No MI 100378000000000000 2.25 20110101 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP I G01 280000 1808.333333 360 358 7.375 0 0 0.375 7.75 Stockton CA 95209 Single Family 280000 20060301 80.00 No MI 100059000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 59500 390.46875 360 358 7.5 0 0 0.375 7.875 Wasco CA 93280 Single Family 59500 20060301 70.00 No MI 100059000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 461950 2742.828125 360 358 6.75 0 0 0.375 7.125 Centreville VA 20120 PUD 461950 20060301 80.00 No MI 100187000000000000 4.72 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 236000 1475 360 358 7.125 0 0 0.375 7.5 Henderson NV 89074 Single Family 236000 20060301 80.00 No MI 2.25 20110201 12.5 4.345 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 176400 1120.875 360 358 7.25 0 0 0.375 7.625 Surprise AZ 85379 PUD 176400 20060301 70.00 No MI 100099000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 141400 883.75 360 358 7.125 0 0 0.375 7.5 Colorado Springs CO 80904 2-4 Family 141400 20060301 70.00 No MI 100030000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 180000 1162.5 360 358 7.375 0 0 0.375 7.75 Dallas TX 75214 2-4 Family 180000 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 180000 1162.5 360 357 7.375 0 0 0.375 7.75 Dallas TX 75214 2-4 Family 180000 20060201 80.00 No MI 100099000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 180000 1162.5 360 357 7.375 0 0 0.375 7.75 Dallas TX 75214 2-4 Family 180000 20060201 80.00 No MI 100099000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 67200 462 360 357 7.875 0 0 0.375 8.25 Carrollton TX 75006 Single Family 67200 20060201 80.00 No MI 100099000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 289600 1900.5 360 357 7.5 0 0 0.375 7.875 Miami FL 33185 PUD 289600 20060201 80.00 No MI 100378000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G02 164000 1007.916667 360 358 7 0 0 0.375 7.375 Salt Lake City UT 84128 Single Family 164000 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 207720 1190.0625 360 358 6.5 0 0 0.375 6.875 Lenexa KS 66219 PUD 207720 20060301 80.00 No MI 100057000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 164226.46 957.9876833 360 358 6.625 0 0 0.375 7 El Centro CA 92243 Single Family 164500 20060301 70.00 No MI 100185000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 157600 1067.083333 360 358 7.75 0 0 0.375 8.125 ATLANTA GA 30310 Single Family 157600 20060301 80.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 94080 646.8 360 357 7.875 0 0 0.375 8.25 GRIFFIN GA 30224 Townhouse 94080 20060201 80.00 No MI 010003200000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 417000 2693.125 360 357 7.375 0 0 0.375 7.75 Gainesville VA 20155 PUD 417000 20060201 78.57 No MI 100031000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 153850 1009.640625 360 358 7.5 0 0 0.375 7.875 RICHMOND VA 23223 PUD 153850 20060301 79.98 No MI 100031000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 860000 5375 360 358 7.125 0 0 0.375 7.5 Atlanta GA 30305 Single Family 860000 20060301 66.15 No MI 100086000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 155920 909.5333333 360 358 6.625 0 0 0.375 7 Elkhart Lake WI 53020 Condominium 155920 20060301 80.00 No MI 100030000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 84000 516.25 360 359 7 0 0 0.375 7.375 Denver CO 80219 Single Family 84000 20060401 80.00 No MI 100030000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 612500 3891.927083 360 358 7.25 0 0 0.375 7.625 Fort Worth TX 76109 Single Family 612500 20060301 70.00 No MI 100076000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 515915.79 3278.214916 360 359 7.25 0 0 0.375 7.625 Newark NJ 7102 2-4 Family 516000 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 78400 481.8333333 360 358 7 0 0 0.375 7.375 Detroit Lakes MN 56501 Single Family 78400 20060301 80.00 No MI 100221000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 199600 1268.291667 360 358 7.25 0 0 0.375 7.625 Saint Paul MN 55101 Condominium 199600 20060301 80.00 No MI 100400000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 107750 707.109375 360 358 7.5 0 0 0.375 7.875 Indianapolis IN 46228 Single Family 107750 20060301 74.98 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 144000 930 360 357 7.375 0 0 0.375 7.75 Pompano Beach FL 33064 Townhouse 144000 20060201 80.00 No MI 100378000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 299606.19 2227.49 360 358 7.75 0 0 0.375 8.125 CHICAGO IL 60619 2-4 Family 300000 20060301 80.00 No MI 100213000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 385000 2005.208333 360 359 5.875 0 0 0.375 6.25 Pelham NH 3076 Single Family 385000 20060401 68.75 No MI 100102000000000000 2.25 20090301 12.25 1.875 2 First Lien N Y 120 No_PP 360 36 N 20360301 AFL2
GROUP II G02 248000 1472.5 360 358 6.75 0 0 0.375 7.125 Davenport FL 33896 PUD 248000 20060301 80.00 No MI 100400000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 184645 1192.498958 360 357 7.375 0 0 0.375 7.75 Otsego MN 55330 Single Family 184645 20060201 80.00 No MI 100221000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 91000 540.3125 360 358 6.75 0 0 0.375 7.125 LAS VEGAS NV 89108 PUD 91000 20060301 70.00 No MI 100199000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 120000 825 360 357 7.875 0 0 0.375 8.25 Saint Cloud MN 56301 2-4 Family 120000 20060201 80.00 No MI 100221000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G02 135712 819.9266667 360 357 6.875 0 0 0.375 7.25 Ellenwood GA 30294 PUD 135712 20060201 80.00 No MI 100378000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 280000 1750 360 358 7.125 0 0 0.375 7.5 Simi Valley CA 93065 Condominium 280000 20060301 80.00 No MI 100323000000000000 2.375 20080201 12.5 1.875 1 First Lien N Y 120 Prepay 360 24 N 20360201 AFL2
GROUP I G01 155900 1039.333333 360 358 7.625 0 0 0.375 8 Aurora CO 80013 Single Family 156000 20060301 80.00 No MI 100266000000000000 2.25 20110201 13 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 56083 379.7286458 360 358 7.75 0 0 0.375 8.125 Davenport IA 52804 2-4 Family 56083 20060301 77.89 No MI 100293000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 288000 1860 360 358 7.375 0 0 0.375 7.75 FAIRFAX VA 20151 Condominium 288000 20060301 80.00 No MI 100031000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 142125.73 1069.8 360 357 7.875 0 0 0.375 8.25 Boca Raton FL 33428 Condominium 142400 20060201 80.00 No MI 100378000000000000 2.25 20110101 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP II G02 193598.55 1189.824422 360 358 7 0 0 0.375 7.375 Saint Paul MN 55119 Single Family 193600 20060301 80.00 No MI 100221000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 185050 1079.458333 360 358 6.625 0 0 0.375 7 Casa Grande AZ 85222 PUD 185050 20060301 80.00 No MI 100189000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 192792 1305.3625 360 358 7.75 0 0 0.375 8.125 DOUGLASVILLE GA 30134 PUD 192792 20060301 80.00 No MI 100293000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 195735.99 1162.182441 360 358 6.75 0 0 0.375 7.125 ORLANDO FL 32828 PUD 195736 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 367548 2373.7475 360 359 7.375 0 0 0.375 7.75 KISSIMMEE FL 34747 PUD 367548 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 197193 1211.915313 360 359 7 0 0 0.375 7.375 PHOENIX AZ 85339 Single Family 197193 20060401 80.00 No MI 010057400000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 184432 1210.335 360 358 7.5 0 0 0.375 7.875 COLORADO SPRINGS CO 80922 PUD 184432 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 238048 1339.02 360 358 6.375 0 0 0.375 6.75 NORTH LAS VEGAS NV 89084 Single Family 238048 20060301 80.00 No MI 100057000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 128000 800 360 355 7.125 0 0 0.375 7.5 West Bloomfield MI 48323 2-4 Family 128000 20051201 80.00 No MI 2.25 20101101 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20351101 AFL2
GROUP I G01 551500 3734.114583 360 358 7.75 0 0 0.375 8.125 GAINESVILLE VA 20155 PUD 551500 20060301 75.00 No MI 100028000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 206400 1333 360 357 7.375 0 0 0.375 7.75 Boca Raton FL 33433 Condominium 206400 20060201 80.00 No MI 100378000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G02 368750 2304.6875 360 358 7.125 0 0 0.375 7.5 SEVERN MD 21144 Single Family 368750 20060301 80.00 No MI 100028000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 77979.66 536.1101625 360 357 7.875 0 0 0.375 8.25 Braselton GA 30517 Single Family 78080 20060201 80.00 No MI 100378000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G01 60900 386.96875 360 358 7.25 0 0 0.375 7.625 Garland TX 75040 Single Family 60900 20060301 70.00 No MI 100425000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 125300 796.1770833 360 359 7.25 0 0 0.375 7.625 Plantation FL 33313 Condominium 125300 20060401 70.00 No MI 100234000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 150400 783.3333333 360 358 5.875 0 0 0.375 6.25 CHARLOTTESVILLE VA 22901 Condominium 150400 20060301 80.00 No MI 100031000000000000 2.25 20110201 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 117675 784.5 360 358 7.625 0 0 0.375 8 CUMMING GA 30040 Single Family 117675 20060301 75.00 No MI 100293000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 204000 1338.75 360 359 7.5 0 0 0.375 7.875 Batavia IL 60510 2-4 Family 204000 20060401 80.00 No MI 100113000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 100354.04 711.34 360 358 7.25 0 0 0.375 7.625 Joliet IL 60433 Single Family 100500 20060301 75.00 No MI 100221000000000000 2.25 20110201 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 308000 1764.583333 360 358 6.5 0 0 0.375 6.875 Las Vegas NV 89135 Condominium 308000 20060301 80.00 No MI 100195000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 116000 725 360 358 7.125 0 0 0.375 7.5 LAS VEGAS NV 89110 PUD 116000 20060301 80.00 No MI 100183000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 230395.99 1871.967419 360 354 9.375 0 0 0.375 9.75 Doral FL 33178 Condominium 230400 20051101 80.00 No MI 3 20061001 12 1.875 0 First Lien N Y 120 No_PP 360 12 N 20351001 AFL2
GROUP II G01 143043.02 789.7166729 360 358 6.25 0 0 0.375 6.625 denver CO 80239 Single Family 144000 20060301 78.69 No MI 100432000000000000 2.25 20110201 12.625 2.625 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 102159.71 716 360 357 7.125 0 0 0.375 7.5 Pompano Beach FL 33064 Condominium 102400 20060201 80.00 No MI 100378000000000000 2.25 20110101 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP I G01 243900 1575.1875 360 358 7.375 0 0 0.375 7.75 Littleton CO 80123 Single Family 244000 20060301 80.00 No MI 100266000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 263900.01 1786.822984 360 358 7.75 0 0 0.375 8.125 Denver CO 80226 2-4 Family 264000 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 156800 1045.333333 360 358 7.625 0 0 0.375 8 Brandon FL 33510 Single Family 156800 20060301 80.00 No MI 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 252000 1443.75 360 358 6.5 0 0 0.375 6.875 Las Vegas NV 89147 Single Family 252000 20060301 80.00 No MI 100195000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 240000 1575 360 358 7.5 0 0 0.375 7.875 N LAS VEGAS NV 89031 PUD 240000 20060301 80.00 No MI 100183000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 134400 770 360 359 6.5 0 0 0.375 6.875 Forest Park IL 60130 Condominium 134400 20060401 80.00 No MI 100113000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 124000 839.5833333 360 358 7.75 0 0 0.375 8.125 ATLANTA GA 30315 Single Family 124000 20060301 80.00 No MI 100185000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 175920 1117.825 360 358 7.25 0 0 0.375 7.625 DAVENPORT FL 33897 PUD 175920 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 107960 708.4875 360 358 7.5 0 0 0.375 7.875 LILBURN GA 30047 Single Family 107960 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 127919.2 812.8199167 360 358 7.25 0 0 0.375 7.625 HAMILTON GA 31811 Single Family 127920 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 327920 2049.5 360 358 7.125 0 0 0.375 7.5 LAS VEGAS NV 89135 PUD 327920 20060301 79.98 No MI 100183000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 293600 1651.5 360 358 6.375 0 0 0.375 6.75 Murrells Inlet SC 29576 PUD 293600 20060301 80.00 No MI 100035000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 327843 2253.920625 360 357 7.875 0 0 0.375 8.25 Bloomington MN 55438 Single Family 327843 20060201 75.00 No MI 100221000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 125200 821.625 360 358 7.5 0 0 0.375 7.875 Austin TX 78745 2-4 Family 125200 20060301 80.00 No MI 100266000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 379900 2453.520833 360 359 7.375 0 0 0.375 7.75 San Marcos CA 92078 Condominium 379900 20060401 80.00 No MI 100005000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 180000 1143.75 360 359 7.25 0 0 0.375 7.625 Flower Mound TX 75028 Single Family 180000 20060401 80.00 No MI 100252000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 560000 3733.333333 360 359 7.625 0 0 0.375 8 Brambleton VA 20148 Single Family 560000 20060401 80.00 No MI 100031000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 39975.14 304.03 360 359 8 0 0 0.375 8.375 Anderson SC 29621 Single Family 40000 20060401 80.00 No MI 100264000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 196000 1245.416667 360 359 7.25 0 0 0.375 7.625 Las Vegas NV 89119 Single Family 196000 20060401 80.00 No MI 100195000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 443885.96 3212.79 360 359 8 0 0 0.375 8.375 Antioch CA 94531 Single Family 444000 20060401 80.00 No MI 100311000000000000 2.25 20110301 13.375 1.875 1 First Lien Y N 0 Prepay 480 60 N 20360301 AFL2
GROUP I G01 160690 836.9270833 360 358 5.875 0 0 0.375 6.25 QUEEN CREEK AZ 85242 PUD 160690 20060301 80.00 No MI 100063000000000000 2.375 20080201 11.25 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360201 AFL2
GROUP I G01 59957.65 429.85 360 359 7.375 0 0 0.375 7.75 Charlotte NC 28269 PUD 60000 20060401 80.00 No MI 100266000000000000 2.25 20110301 12.75 2 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 397450 2525.463542 360 359 7.25 0 0 0.375 7.625 MURRIETA CA 92563 Single Family 397450 20060401 80.00 No MI 100194000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 263950 1787.161458 360 359 7.75 0 0 0.375 8.125 Culpeper VA 22701 PUD 263950 20060401 79.99 No MI 100031000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 167236.26 1058.97 360 358 6.125 0 0 0.375 6.5 queen creek AZ 85243 PUD 167540 20060301 80.00 No MI 100063000000000000 2.375 20080201 11.5 1.875 1 First Lien N N 0 No_PP 360 24 N 20360201 AFL2
GROUP I G01 241640 1283.7125 360 358 6 0 0 0.375 6.375 QUEEN CREEK AZ 85242 PUD 241640 20060301 80.00 No MI 100063000000000000 2.375 20080201 11.375 2 1 First Lien N Y 120 No_PP 360 24 N 20360201 AFL2
GROUP I G01 240212 1301.148333 360 358 6.125 0 0 0.375 6.5 LAS VEGAS NV 89131 PUD 240212 20060301 80.00 No MI 100063000000000000 2.375 20080201 11.5 2 1 First Lien N Y 120 No_PP 360 24 N 20360201 AFL2
GROUP I G01 184000 1054.166667 360 358 6.5 0 0 0.375 6.875 QUEEN CREEK AZ 85242 PUD 184000 20060301 80.00 No MI 100063000000000000 2.375 20080201 11.875 2 1 First Lien N Y 120 No_PP 360 24 N 20360201 AFL2
GROUP II G01 80000 491.6666667 360 359 7 0 0 0.375 7.375 COLUMBUS OH 43230 Single Family 80000 20060401 57.14 No MI 100331000000000000 2.25 20110301 12.375 2 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 107200 737 360 359 7.875 0 0 0.375 8.25 Denver CO 80220 Single Family 107200 20060401 80.00 No MI 100095000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 385000 2245.833333 360 359 6.625 0 0 0.375 7 RIVERSIDE CA 92508 Single Family 385000 20060401 75.49 No MI 100087000000000000 2.25 20110301 13 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 192000 1120 360 357 6.625 0 0 0.375 7 Atlanta GA 30311 Single Family 192000 20060201 80.00 No MI 100039000000000000 2.25 20090101 13 1.875 1 First Lien N Y 60 No_PP 360 36 N 20360101 AFL2
GROUP II G03 948549.82 6561.41 360 358 7 0 0 0.375 7.375 Murrieta CA 92562 Single Family 950000 20060301 51.35 No MI 100096000000000000 2.25 20110201 12.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 128000 693.3333333 360 354 6.125 0 0 0.375 6.5 Hialeah FL 33016 Condominium 128000 20051101 80.00 No MI 2.25 20101001 12.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20351001 AFL2
GROUP II G02 229600 1387.166667 360 357 6.875 0 0 0.375 7.25 Dewey AZ 86327 PUD 229600 20060201 80.00 No MI 100196000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 168000 1137.5 360 358 7.75 0 0 0.375 8.125 Miami FL 33162 Single Family 168000 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 74900 475.9270833 360 358 7.25 0 0 0.375 7.625 Richmond VA 23224 Single Family 74900 20060301 74.94 No MI 100185000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 148400 927.5 360 357 7.125 0 0 0.375 7.5 Aurora CO 80011 Single Family 148400 20060201 70.00 No MI 100256000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 77922.52 548.18 360 358 7.125 0 0 0.375 7.5 Columbia MO 65202 2-4 Family 78400 20060301 70.00 No MI 100425000000000000 2.25 20110201 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G03 650000 3927.083333 360 358 6.875 0 0 0.375 7.25 Englewood NJ 7631 Single Family 650000 20060301 78.79 No MI 100035000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 164800 927 360 358 6.375 0 0 0.375 6.75 Northglenn CO 80233 Townhouse 164800 20060301 80.00 No MI 100095000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 421000 2411.979167 360 355 6.5 0 0 0.375 6.875 Phoenix AZ 85050 PUD 421000 20051201 79.43 No MI 100039000000000000 5 20081101 12.875 1.875 2 First Lien N Y 60 Prepay 360 36 N 20351101 AFL2
GROUP II G01 174400 1090 360 358 7.125 0 0 0.375 7.5 Windsor CO 80550 Single Family 174400 20060301 80.00 No MI 100095000000000000 2.25 20110201 12.5 4.625 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 83600 539.9166667 360 358 7.375 0 0 0.375 7.75 Roy UT 84067 Single Family 83600 20060301 80.00 No MI 1001989-0000003586 2.25 20110201 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 204694.55 1108.762146 360 357 6.125 0 0 0.375 6.5 Tucson AZ 85739 Single Family 204750 20060201 65.00 No MI 100101000000000000 2.375 20080101 11.5 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP II G03 612000 2868.75 360 358 5.25 0 0 0.375 5.625 FOUNTAIN VALLEY CA 92708 Single Family 612000 20060301 80.00 No MI 100414000000000000 2.25 20110201 10.625 2 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 140000 860.4166667 360 358 7 0 0 0.375 7.375 Stone Mountain GA 30087 Single Family 140000 20060301 80.00 No MI 100266000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 144000 915 360 357 7.25 0 0 0.375 7.625 Fairburn GA 30213 Single Family 144000 20060201 80.00 No MI 100149000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G02 111200 590.75 360 358 6 0 0 0.375 6.375 AULT CO 80610 PUD 111200 20060301 80.00 No MI 100177000000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 340000 2160.416667 360 357 7.25 0 0 0.375 7.625 KISSIMMEE FL 34747 Condominium 340000 20060201 80.00 No MI 100204000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 51003.06 361.26 360 359 7.25 0 0 0.375 7.625 Richmond VA 23222 Single Family 51040 20060401 80.00 No MI 100218000000000000 2.25 20110301 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 100000 677.0833333 360 358 7.75 0 0 0.375 8.125 Jacksonville FL 32246 Single Family 100000 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 119910 674.49375 360 358 6.375 0 0 0.375 6.75 Jacksonville FL 32211 Single Family 120000 20060301 80.00 No MI 100266000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 120000 675 360 358 6.375 0 0 0.375 6.75 Jacksonville FL 32211 Single Family 120000 20060301 80.00 No MI 100266000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 171500 1161.197917 360 359 7.75 0 0 0.375 8.125 Hollywood FL 33020 Single Family 171500 20060401 70.00 No MI 100173000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 296000 2035 360 359 7.875 0 0 0.375 8.25 Fort Lauderdale FL 33315 Single Family 296000 20060401 80.00 No MI 1001732-5001003242 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 244300 1679.5625 360 357 7.875 0 0 0.375 8.25 Fort Myers FL 33913 Condominium 244300 20060201 89.96 GE Capital MI 100022000000000000 2.25 20110101 13.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 163947.48 1110.061063 360 357 7.75 0 0 0.375 8.125 Franklin WI 53132 Single Family 164000 20060201 80.00 No MI 100196000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 67910.74 504.9 360 358 7.75 0 0 0.375 8.125 Detroit MI 48217 Single Family 68000 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 330580 1859.5125 360 358 6.375 0 0 0.375 6.75 Goodyear AZ 85338 Townhouse 330580 20060301 80.00 No MI 100189000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 134400 812 360 358 6.875 0 0 0.375 7.25 GLENDALE AZ 85303 Single Family 134400 20060301 80.00 No MI 100071000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 340515.99 1808.991197 360 358 6 0 0 0.375 6.375 FISHERS IN 46037 PUD 340516 20060301 80.00 No MI 100057000000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 224015.98 1073.409904 360 357 5.375 0 0 0.375 5.75 RENO NV 89523 Single Family 224016 20060201 63.28 No MI 100057000000000000 2.25 20090101 11.75 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360101 AFL2
GROUP II G02 184084 1150.525 360 358 7.125 0 0 0.375 7.5 GOLD CANYON AZ 85218 PUD 184084 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 164720 1012.341667 360 358 7 0 0 0.375 7.375 NORRISTOWN PA 19401 Townhouse 164720 20060301 80.00 No MI 100293000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 116800 669.1666667 360 358 6.5 0 0 0.375 6.875 INDIAN TRAIL NC 28079 PUD 116800 20060301 80.00 No MI 100177000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 216000 1395 360 358 7.375 0 0 0.375 7.75 Brunswick GA 31525 Single Family 216000 20060301 80.00 No MI 100066000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 128000 866.6666667 360 358 7.75 0 0 0.375 8.125 Virginia Beach VA 23462 PUD 128000 20060301 80.00 No MI 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 103920 681.975 360 358 7.5 0 0 0.375 7.875 Denver CO 80220 Single Family 103920 20060301 80.00 No MI 100095000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 276250 1582.682292 360 359 6.5 0 0 0.375 6.875 PALMDALE CA 93551 Single Family 276250 20060401 65.00 No MI 100311000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 76974 521.178125 360 357 7.75 0 0 0.375 8.125 Red Oak TX 75154 Single Family 76974 20060201 70.00 No MI 100425000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP I G01 88000 595.8333333 360 357 7.75 0 0 0.375 8.125 Lithonia GA 30038 Single Family 88000 20060201 80.00 No MI 010026600000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 91819 621.6911458 360 357 7.75 0 0 0.375 8.125 Glenn Heights TX 75154 PUD 91819 20060201 70.00 No MI 100425000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP I G01 230650 1561.692708 360 358 7.75 0 0 0.375 8.125 Tucson AZ 85739 PUD 230650 20060301 79.99 No MI 100425000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 118400 727.6666667 360 358 7 0 0 0.375 7.375 Phoenix AZ 85053 Single Family 118400 20060301 80.00 No MI 100040000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 410600 2566.25 360 357 7.125 0 0 0.375 7.5 FT WASHINGTON MD 20774 Single Family 410600 20060201 79.99 No MI 100028000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 180800 904 360 358 5.625 0 0 0.375 6 HOSCHTON GA 30548 Single Family 180800 20060301 79.65 No MI 100021000000000000 2.25 20090201 12 1.875 2 First Lien N Y 120 No_PP 360 36 N 20360201 AFL2
GROUP I G01 204750 1109.0625 360 357 6.125 0 0 0.375 6.5 Tucson AZ 85739 PUD 204750 20060201 65.00 No MI 100101000000000000 2.375 20080101 11.5 1.875 1 First Lien N Y 120 Prepay 360 24 N 20360101 AFL2
GROUP II G01 254700 1618.40625 360 358 7.25 0 0 0.375 7.625 Columbia SC 29204 Single Family 254700 20060301 90.00 PMI 100147000000000000 2.25 20110201 12.625 2 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 81250 465.4947917 360 358 6.5 0 0 0.375 6.875 PHOENIX AZ 85032 PUD 81250 20060301 65.00 No MI 100293000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 308000 2021.25 360 358 7.5 0 0 0.375 7.875 Jersey City NJ 7304 2-4 Family 308000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 328000 2152.5 360 358 7.5 0 0 0.375 7.875 WEST HOLLYWOOD CA 90069 Condominium 328000 20060301 80.00 No MI 100414000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 56700 360.28125 360 357 7.25 0 0 0.375 7.625 LOUISVILLE KY 40210 Single Family 56700 20060201 90.00 Republic MIC 100331000000000000 2.25 20090101 13.625 1.875 1 First Lien N Y 120 Prepay 360 36 N 20360101 AFL2
GROUP I G01 171920 1146.133333 360 358 7.625 0 0 0.375 8 Glen Burnie MD 21061 Single Family 171920 20060301 80.00 No MI 100266000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 146250 1005.46875 360 358 7.875 0 0 0.375 8.25 GLEN BURNIE MD 21061 Townhouse 146250 20060301 75.00 No MI 100213000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 1000000 6770.833333 360 358 7.75 0 0 0.375 8.125 LAS VEGAS NV 89109 Condominium 1000000 20060301 80.00 No MI 2.25 20110201 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 72750 477.421875 360 358 7.5 0 0 0.375 7.875 Atlanta GA 30316 Single Family 72750 20060301 75.00 No MI 100238000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 93585.65 704.31 360 358 7.875 0 0 0.375 8.25 Wichita KS 67209 Single Family 93750 20060301 75.00 No MI 100425000000000000 2.25 20110201 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 183200 1221.333333 360 358 7.625 0 0 0.375 8 Davenport FL 33896 Single Family 183200 20060301 80.00 No MI 100199000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 91600 553.4166667 360 357 6.875 0 0 0.375 7.25 LITHONIA GA 30058 PUD 91600 20060201 80.00 No MI 100293000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 540000 3656.25 360 357 7.75 0 0 0.375 8.125 Wellington FL 33414 2-4 Family 540000 20060201 75.00 No MI 100196000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 87999 531.660625 360 358 6.875 0 0 0.375 7.25 LITHONIA GA 30038 PUD 88000 20060301 80.00 No MI 100293000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 291000 1909.6875 360 358 7.5 0 0 0.375 7.875 Lynn MA 1902 2-4 Family 291000 20060301 72.03 No MI 100210000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 97875 662.6953125 360 358 7.75 0 0 0.375 8.125 Clinton Township MI 48035 Single Family 97875 20060301 75.00 No MI 100238000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 92050 632.84375 360 359 7.875 0 0 0.375 8.25 Lake Charles LA 70611 2-4 Family 92050 20060401 70.00 No MI 100173000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 128950.76 970.64 360 357 7.875 0 0 0.375 8.25 Orland CA 95963 Single Family 129200 20060201 80.00 No MI 100172000000000000 2.25 20110101 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP I G01 621800 4274.875 360 358 7.875 0 0 0.375 8.25 MITCHELLVILLE MD 20721 PUD 621800 20060301 80.00 No MI 100028000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 183000 1181.875 360 358 7.375 0 0 0.375 7.75 Warrens WI 54666 Single Family 183000 20060301 75.00 No MI 100221000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 304000 1900 360 357 7.125 0 0 0.375 7.5 Bakersfield CA 93313 Single Family 304000 20060201 80.00 No MI 100102000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 164000 990.8333333 360 358 6.875 0 0 0.375 7.25 Lyons IL 60534 Single Family 164000 20060301 80.00 No MI 100113000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 112000 758.3333333 360 357 7.75 0 0 0.375 8.125 VIRGINIA BCH VA 23456 Single Family 112000 20060201 80.00 No MI 100126000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G01 152800 955 360 357 7.125 0 0 0.375 7.5 Saint Paul MN 55117 Single Family 152800 20060201 69.98 No MI 100115000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 157500 1082.8125 360 357 7.875 0 0 0.375 8.25 Chicago IL 60628 2-4 Family 157500 20060201 70.00 No MI 100145000000000000 2.25 20070101 13.25 1.875 1 First Lien N Y 60 No_PP 360 12 N 20360101 AFL2
GROUP II G01 319041.1 2237.49 360 356 7.125 0 0 0.375 7.5 Chicago IL 60622 2-4 Family 320000 20060101 80.00 No MI 100221000000000000 2.25 20101201 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20351201 AFL2
GROUP I G01 334399.91 2229.332733 360 357 7.625 0 0 0.375 8 KISSIMMEE FL 34747 Condominium 334400 20060201 80.00 No MI 100204000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G02 304000 1836.666667 360 357 6.875 0 0 0.375 7.25 SPRINGFIELD VA 22153 Townhouse 304000 20060201 80.00 No MI 100213000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 148000 1017.5 360 358 7.875 0 0 0.375 8.25 DALLAS TX 75208 Single Family 148000 20060301 80.00 No MI 100177000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 158600 875.6041667 360 358 6.25 0 0 0.375 6.625 North Port FL 34287 Single Family 158600 20060301 62.20 No MI 100418000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 162699.99 1033.822853 360 357 7.25 0 0 0.375 7.625 Pensacola FL 32505 Single Family 162700 20060201 79.99 No MI 100066000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 268800 1624 360 357 6.875 0 0 0.375 7.25 Haledon NJ 7508 Single Family 268800 20060201 80.00 No MI 100234000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 79897.63 601.01 360 358 7.875 0 0 0.375 8.25 HOUSTON TX 77066 2-4 Family 80000 20060301 80.00 No MI 100199000000000000 2.25 20110201 13.25 2 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 136500 924.21875 360 358 7.75 0 0 0.375 8.125 GLEN BURNIE MD 21061 Condominium 136500 20060301 75.00 No MI 100213000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 413500 2842.8125 360 358 7.875 0 0 0.375 8.25 YORBA LINDA CA 92887 Condominium 413500 20060301 80.00 No MI 2.25 20110201 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 140600 966.625 360 358 7.875 0 0 0.375 8.25 GLEN BURNIE MD 21061 Townhouse 140600 20060301 74.99 No MI 100213000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 183995 1264.965625 360 357 7.875 0 0 0.375 8.25 Romulus MI 48174 Single Family 184000 20060201 80.00 No MI 100266000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 43872.97 260.87 360 355 5.5 0 0 0.375 5.875 Akron OH 44314 Single Family 44100 20051201 90.00 Radian Guaranty 100116000000000000 2 20060501 13.875 1.875 1 First Lien N N 0 No_PP 360 6 N 20351101 AFL2
GROUP I G01 92800 638 360 357 7.875 0 0 0.375 8.25 International Falls MN 56649 Single Family 92800 20060201 80.00 No MI 100221000000000000 2.25 20110101 13.25 1.625 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 300000 1500 360 357 5.625 0 0 0.375 6 Brooklyn NY 11203 Single Family 300000 20060201 80.00 No MI 100366000000000000 2.375 20080101 12 1.875 1 First Lien N Y 60 Prepay 360 24 N 20360101 AFL2
GROUP I G01 196160 1348.6 360 358 7.875 0 0 0.375 8.25 Kissimmee FL 34747 PUD 196160 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.25 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 195280 1342.55 360 358 7.875 0 0 0.375 8.25 Kissimmee FL 34747 PUD 195280 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 140258.23 964.2753313 360 358 7.875 0 0 0.375 8.25 Virginia Beach VA 23452 Condominium 140400 20060301 90.00 GE Capital MI 100078000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 113600 781 360 357 7.875 0 0 0.375 8.25 Kissimmee FL 34743 PUD 113600 20060201 80.00 No MI 100059000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 259123.03 1712.36 360 356 6.525 0 0 0.375 6.9 Paterson NJ 7503 Single Family 260000 20060101 80.00 No MI 100366000000000000 5.5 20071201 12.9 1.875 1 First Lien N N 0 No_PP 360 24 N 20351201 AFL2
GROUP I G01 395200 2404.133333 360 356 6.925 0 0 0.375 7.3 Elizabeth NJ 7201 2-4 Family 395200 20060101 80.00 No MI 100366000000000000 5.5 20071201 13.3 5.125 1 First Lien N Y 60 No_PP 360 24 N 20351201 AFL2
GROUP I G01 479126 3194.173333 360 357 7.625 0 0 0.375 8 Canyon Country CA 91351 Condominium 479200 20060201 80.00 No MI 100059000000000000 2.25 20110101 13 5.125 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 368000 2300 360 356 7.125 0 0 0.375 7.5 Clifton NJ 7011 2-4 Family 368000 20060101 80.00 No MI 100366000000000000 2.375 20071201 12.5 1.875 1 First Lien N Y 60 No_PP 360 24 N 20351201 AFL2
GROUP I G01 184859 1270.905625 360 358 7.875 0 0 0.375 8.25 Queen Creek AZ 85242 Single Family 184859 20060301 80.00 No MI 100101000000000000 2.25 20110201 13.25 2 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 228000 1510.5 360 357 7.575 0 0 0.375 7.95 Capitol Heights MD 20743 PUD 228000 20060201 80.00 No MI 100366000000000000 5.65 20080101 13.95 1.875 1 First Lien N Y 60 No_PP 360 24 N 20360101 AFL2
GROUP I G01 52431.09 389.81 360 358 7.75 0 0 0.375 8.125 Elkhart IN 46516 Single Family 52500 20060301 75.00 No MI 100213000000000000 2.25 20110201 13.125 5.275 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 194350 1295.666667 360 358 7.625 0 0 0.375 8 BUCKEYE AZ 85326 PUD 194350 20060301 79.98 No MI 100414000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 144000 945 360 358 7.5 0 0 0.375 7.875 Stafford VA 22554 Single Family 144000 20060301 80.00 No MI 100218000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 834119.99 5387.024935 360 357 7.375 0 0 0.375 7.75 BOYDS MD 20841 PUD 834120 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 270216 1801.44 360 357 7.625 0 0 0.375 8 ORLANDO FL 32828 PUD 270216 20060201 80.00 No MI 100057000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 223120 1487.466667 360 359 7.625 0 0 0.375 8 BEAUMONT CA 92223 PUD 223120 20060401 80.00 No MI 100057000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 242820 1340.56875 360 358 6.25 0 0 0.375 6.625 NORTH LAS VEGAS NV 89084 PUD 242820 20060301 80.00 No MI 100057000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 224000 1400 360 358 7.125 0 0 0.375 7.5 Woodbridge VA 22191 PUD 224000 20060301 80.00 No MI 100218000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 188000 1096.666667 360 358 6.625 0 0 0.375 7 Avon Park FL 33825 Single Family 188000 20060301 80.00 No MI 100022000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 107791.97 811.37 360 357 7.875 0 0 0.375 8.25 HOUSTON TX 77036 PUD 108000 20060201 80.00 No MI 100199000000000000 2.25 20110101 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP I G01 274400 1857.916667 360 358 7.75 0 0 0.375 8.125 W CHESTER PA 19380 PUD 274400 20060301 80.00 No MI 100204000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 133839.43 878.3212594 360 358 7.5 0 0 0.375 7.875 Powder Springs GA 30127 PUD 133920 20060301 80.00 No MI 100187000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 189655.55 1200.93 360 358 6.125 0 0 0.375 6.5 RED FEATHER LAKES CO 80545 Condominium 190000 20060301 50.00 No MI 100177000000000000 2.25 20110201 11.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 285099 1811.566563 360 358 7.25 0 0 0.375 7.625 Visalia CA 93277 Single Family 285099 20060301 80.00 No MI 100172000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 87520 592.5833333 360 357 7.75 0 0 0.375 8.125 EATON OH 45320 Single Family 87520 20060201 80.00 No MI 100204000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 136000 892.5 360 357 7.5 0 0 0.375 7.875 BARSTOW CA 92311 Single Family 136000 20060201 80.00 No MI 100199000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 55200 368 360 357 7.625 0 0 0.375 8 Grand Rapids MI 49507 2-4 Family 55200 20060201 80.00 No MI 100378000000000000 2.25 20080101 13 1.875 1 First Lien N Y 60 Prepay 360 24 N 20360101 AFL2
GROUP I G01 232000 1595 360 357 7.875 0 0 0.375 8.25 AURORA CO 80011 2-4 Family 232000 20060201 80.00 No MI 100022000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 180000 1143.75 360 358 7.25 0 0 0.375 7.625 Mesa AZ 85205 PUD 180000 20060301 80.00 No MI 100195000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 392000 2654.166667 360 358 7.75 0 0 0.375 8.125 Las Vegas NV 89102 Single Family 392000 20060301 80.00 No MI 100195000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 139050 796.640625 360 357 6.5 0 0 0.375 6.875 Independence MO 64056 2-4 Family 139050 20060201 75.00 No MI 1002384-0000046343 2.25 20110101 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 280000 1720.833333 360 358 7 0 0 0.375 7.375 Miami FL 33165 Single Family 280000 20060301 70.00 No MI 100196000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 482000 3313.75 360 358 7.875 0 0 0.375 8.25 OAKLAND CA 94605 2-4 Family 482000 20060301 80.00 No MI 100213000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 281816 1820.061667 360 358 7.375 0 0 0.375 7.75 PALM BAY FL 32909 Single Family 281816 20060301 80.00 No MI 100293000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 74805.19 486.45 360 357 6.375 0 0 0.375 6.75 JACKSONVILLE FL 32277 Single Family 75000 20060201 48.70 No MI 100293000000000000 2.25 20110101 11.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G02 300000 1875 360 357 7.125 0 0 0.375 7.5 TEMPLE HILLS MD 20748 Single Family 300000 20060201 80.00 No MI 100031000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 236720 1380.866667 360 357 6.625 0 0 0.375 7 SARASOTA FL 34232 PUD 236720 20060201 80.00 No MI 100057000000000000 2.25 20110101 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 532111.99 3491.984934 360 358 7.5 0 0 0.375 7.875 CORONA CA 92880 Single Family 532112 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 188435 1177.71875 360 358 7.125 0 0 0.375 7.5 Peoria AZ 85382 PUD 188435 20060301 65.00 No MI 100425000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 269500 1712.447917 360 357 7.25 0 0 0.375 7.625 Kihei HI 96753 Condominium 269500 20060201 70.00 No MI 100173000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 161000 1039.791667 360 357 7.375 0 0 0.375 7.75 Miami BEACH FL 33141 Condominium 161000 20060201 70.00 No MI 100203000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 164000 1042.083333 360 357 7.25 0 0 0.375 7.625 Bakersfield CA 93309 PUD 164000 20060201 80.00 No MI 2.25 20110101 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 60000 406.25 360 357 7.75 0 0 0.375 8.125 BLANCHESTER OH 45107 Single Family 60000 20060201 80.97 Radian Guaranty 100204000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G02 208800 1326.75 360 358 7.25 0 0 0.375 7.625 North Las Vegas NV 89032 Single Family 208800 20060301 80.00 No MI 100195000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 119920 824.45 360 357 7.875 0 0 0.375 8.25 Fort Pierce FL 34982 Condominium 119920 20060201 80.00 No MI 100203000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 226446 1533.228125 360 357 7.75 0 0 0.375 8.125 Lithia FL 33547 PUD 226446 20060201 80.00 No MI 100266000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 251307 1890.4 360 358 7.875 0 0 0.375 8.25 East Orange NJ 7018 2-4 Family 251629 20060301 70.00 No MI 100234000000000000 2.25 20110201 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 399447.63 2900.28 360 358 7.5 0 0 0.375 7.875 MASPETH NY 11378 2-4 Family 400000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 85426.55 628.1 360 357 7.625 0 0 0.375 8 Fort Worth TX 76133 2-4 Family 85600 20060201 80.00 No MI 100266000000000000 2.25 20110101 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP I G01 72604.95 521.26 360 357 7.375 0 0 0.375 7.75 Fort Worth TX 76116 Single Family 72760 20060201 80.00 No MI 100266000000000000 2.25 20110101 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G01 182038 1137.7375 360 358 7.125 0 0 0.375 7.5 FOUNTAIN CO 80817 PUD 182038 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 154850 1016.203125 360 357 7.5 0 0 0.375 7.875 District Heights MD 20747 PUD 154850 20060201 74.99 No MI 100185000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 1117672.45 8120.78 360 357 7.5 0 0 0.375 7.875 San Antonio TX 78212 Single Family 1120000 20060201 70.00 No MI 100022000000000000 2.25 20110101 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G02 376965.75 2081.165078 360 357 6.25 0 0 0.375 6.625 Fridley MN 55421 2-4 Family 377000 20060201 65.00 No MI 100221000000000000 2.25 20110101 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 75200 509.1666667 360 358 7.75 0 0 0.375 8.125 MURRAY UT 84121 Condominium 75200 20060301 80.00 No MI 100099000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 114179.64 859.45 360 357 7.875 0 0 0.375 8.25 Southfield MI 48076 Single Family 114400 20060201 80.00 No MI 100266000000000000 2.25 20110101 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP I G01 157875 1068.945313 360 356 7.75 0 0 0.375 8.125 Baltimore MD 21215 Single Family 157875 20060101 75.00 No MI 2.25 20101201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP I G01 243999.99 1677.499931 360 357 7.875 0 0 0.375 8.25 Adelanto CA 92301 Single Family 244000 20060201 80.00 No MI 100266000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 168220 1121.466667 360 357 7.625 0 0 0.375 8 HOWELL MI 48843 Condominium 168220 20060201 80.00 No MI 100057000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 472080 2557.1 360 356 6.125 0 0 0.375 6.5 TRACY CA 95391 Single Family 472080 20060101 80.00 No MI 100057000000000000 2.25 20101201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP I G01 252000 1915.39 360 360 8 0 0 0.375 8.375 Orlando FL 32829 PUD 252000 20060501 80.00 No MI 100234000000000000 2.25 20110401 13.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360401 AFL2
GROUP I G01 212960 1264.45 360 360 6.75 0 0 0.375 7.125 Cumming GA 30040 Single Family 212960 20060501 80.00 No MI 100229000000000000 2.25 20110401 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G01 265492 1631.669583 360 356 7 0 0 0.375 7.375 Davenport FL 33896 PUD 265492 20060101 75.00 No MI 100142000000000000 2.25 20101201 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20351201 AFL2
GROUP II G01 89688 569.8925 360 356 7.25 0 0 0.375 7.625 Keller TX 76248 PUD 89688 20060101 80.00 No MI 100404000000000000 2.25 20101201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP II G04 861250 4485.677083 360 355 5.875 0 0 0.375 6.25 Hollister CA 95023 Single Family 861250 20051201 65.00 No MI 100034000000000000 2.25 20151101 12.25 1.875 2 First Lien N Y 120 Prepay 360 120 N 20351101 AFL2
GROUP II G03 479920 2849.525 360 357 6.75 0 0 0.375 7.125 LANCASTER CA 93536 Single Family 479920 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 164799 1012.827188 360 358 7 0 0 0.375 7.375 Las Vegas NV 89156 Single Family 164799 20060301 80.00 No MI 100195000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 700000 4010.416667 360 358 6.5 0 0 0.375 6.875 Wolfeboro NH 3894 Single Family 700000 20060301 63.64 No MI 100210000000000000 2.25 20110201 11.875 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 316000 1942.083333 360 358 7 0 0 0.375 7.375 Anaheim CA 92805 Single Family 316000 20060301 80.00 No MI 100196000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 350000 2114.583333 360 358 6.875 0 0 0.375 7.25 GAINESVILLE VA 20155 Single Family 350000 20060301 51.93 No MI 100028000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 108835.67 820.39 360 356 7.875 0 0 0.375 8.25 Chicago IL 60628 Single Family 109200 20060101 80.00 No MI 100221000000000000 2.25 20101201 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20351201 AFL2
GROUP I G01 275600 1894.75 360 358 7.875 0 0 0.375 8.25 Sacramento CA 95818 Single Family 275600 20060301 80.00 No MI 100196000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 490450 3218.578125 360 359 7.5 0 0 0.375 7.875 Austin TX 78746 PUD 490450 20060401 80.00 No MI 100196000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 182660 1046.489583 360 357 6.5 0 0 0.375 6.875 RIO RANCHO NM 87114 PUD 182660 20060201 80.00 No MI 100071000000000000 2.25 20110101 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 661712 4342.485 360 358 7.5 0 0 0.375 7.875 Las Vegas NV 89148 Single Family 661712 20060301 79.82 No MI 100034000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 267959.05 1479.357255 360 358 6.25 0 0 0.375 6.625 Springfield PA 19064 Single Family 268000 20060301 80.00 No MI 100070000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 100250 616.1197917 360 357 7 0 0 0.375 7.375 Smyrna TN 37167 2-4 Family 100250 20060201 74.26 No MI 100039000000000000 2.25 20110101 13.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 101750 625.3385417 360 357 7 0 0 0.375 7.375 Smyrna TN 37167 2-4 Family 101750 20060201 75.37 No MI 100039000000000000 2.25 20110101 13.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G02 180000 975 360 356 6.125 0 0 0.375 6.5 Kansas City MO 64156 Single Family 180000 20060101 80.00 No MI 100039000000000000 2.25 20101201 12.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP I G01 437856 2827.82 360 358 7.375 0 0 0.375 7.75 West Palm Bch FL 33413 PUD 437856 20060301 75.00 No MI 100142000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 98999.99 639.3749354 360 358 7.375 0 0 0.375 7.75 PORTLAND OR 97206 Single Family 99000 20060301 80.00 No MI 100414000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 114987.23 737.64 360 358 6.25 0 0 0.375 6.625 Matteson IL 60443 Single Family 115200 20060301 80.00 No MI 100213000000000000 2.25 20110201 11.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 130520 815.75 360 357 7.125 0 0 0.375 7.5 HUGO MN 55038 Condominium 130520 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 610684 4071.226667 360 357 7.625 0 0 0.375 8 LAS VEGAS NV 89131 PUD 610684 20060201 80.00 No MI 100057000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 300000 1906.25 360 357 7.25 0 0 0.375 7.625 San Bernardino CA 92404 2-4 Family 300000 20060201 75.00 No MI 100185000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G01 141600 870.25 360 359 7 0 0 0.375 7.375 Minneapolis MN 55411 2-4 Family 141600 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 268800 1708 360 358 7.25 0 0 0.375 7.625 Hyattsville MD 20784 Single Family 268800 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 332000 2040.416667 360 357 7 0 0 0.375 7.375 Palm Springs CA 92262 Condominium 332000 20060201 80.00 No MI 100034000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 79350 512.46875 360 358 7.375 0 0 0.375 7.75 Chicago IL 60636 Single Family 79350 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 177750 1129.453125 360 357 7.25 0 0 0.375 7.625 Atlanta GA 30317 Single Family 177750 20060201 75.00 No MI 100066000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 216000 1125 360 358 5.875 0 0 0.375 6.25 Waldorf MD 20602 PUD 216000 20060301 80.00 No MI 100213000000000000 2.25 20110201 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 381520 2622.95 360 358 7.875 0 0 0.375 8.25 Washington DC 20001 Condominium 381520 20060301 80.00 No MI 100289000000000000 2.25 20110201 14.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 134875 842.96875 360 358 7.125 0 0 0.375 7.5 Saint Louis MO 63118 2-4 Family 134875 20060301 65.00 No MI 100425000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 159200 1011.583333 360 357 7.25 0 0 0.375 7.625 Yuma AZ 85364 Single Family 159200 20060201 80.00 No MI 100172000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 216640 1331.433333 360 358 7 0 0 0.375 7.375 Orlando FL 32821 Condominium 216640 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 101680.58 593.1367167 360 357 6.625 0 0 0.375 7 Tallahassee FL 32303 PUD 101764 20060201 65.00 No MI 100264000000000000 2.25 20110101 12 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G01 114820 693.7041667 360 356 6.875 0 0 0.375 7.25 CARTERSVILLE GA 30120 Single Family 114820 20060101 80.00 No MI 100032000000000000 2.25 20101201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP II G01 104000 606.6666667 360 357 6.625 0 0 0.375 7 MCDONOUGH GA 30253 PUD 104000 20060201 80.00 No MI 100032000000000000 2.25 20110101 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 188002.07 1214.180035 360 358 7.375 0 0 0.375 7.75 Albuquerque NM 87114 PUD 189400 20060301 80.00 No MI 100195000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 158000 921.6666667 360 357 6.625 0 0 0.375 7 Snellville GA 30039 PUD 158000 20060201 80.00 No MI 100032000000000000 2.25 20110101 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 101548.41 624.0996031 360 357 7 0 0 0.375 7.375 Tallahassee FL 32303 Single Family 101764 20060201 65.00 No MI 100264000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 168640 1054 360 358 7.125 0 0 0.375 7.5 Carrboro NC 27510 Single Family 168640 20060301 80.00 No MI 100400000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 68297.55 495.89 360 358 7.5 0 0 0.375 7.875 GRESHAM OR 97030 Condominium 68392 20060301 80.00 No MI 100061000000000000 2.25 20110201 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 220804 1357.024583 360 358 7 0 0 0.375 7.375 VALRICO FL 33594 PUD 220804 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 174212 1088.825 360 358 7.125 0 0 0.375 7.5 NORTH LAS VEGAS NV 89084 Condominium 174212 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 314796.99 2033.063894 360 357 7.375 0 0 0.375 7.75 BUCKEYE AZ 85396 PUD 314797 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 228273 1474.263125 360 357 7.375 0 0 0.375 7.75 KISSIMMEE FL 34747 PUD 228273 20060201 75.00 No MI 100057000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 223489 1466.646563 360 357 7.5 0 0 0.375 7.875 KISSIMMEE FL 34747 Single Family 223489 20060201 70.00 No MI 100057000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 184993 1117.666042 360 358 6.875 0 0 0.375 7.25 Queen Creek AZ 85242 Single Family 184993 20060301 80.00 No MI 100071000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 82614.5 578.95 360 357 7.125 0 0 0.375 7.5 Snellville GA 30039 Single Family 82800 20060201 80.00 No MI 100266000000000000 2.25 20110101 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP II G04 300000 1656.25 360 357 6.25 0 0 0.375 6.625 Fort Lauderdale FL 33301 Condominium 300000 20060201 52.82 No MI 100016000000000000 2.25 20160101 12.625 1.875 2 First Lien N Y 120 Prepay 360 120 N 20360101 AFL2
GROUP II G04 368000 1955 360 357 6 0 0 0.375 6.375 Cloverdale CA 95425 2-4 Family 368000 20060201 80.00 No MI 100016000000000000 2.25 20160101 12.375 1.875 2 First Lien N Y 120 No_PP 360 120 N 20360101 AFL2
GROUP I G01 340000 2195.833333 360 358 7.375 0 0 0.375 7.75 Hayward CA 94545 PUD 340000 20060301 80.00 No MI 100172000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 257396 1769.5975 360 357 7.875 0 0 0.375 8.25 SORRENTO FL 32776 PUD 257396 20060201 80.00 No MI 100213000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 1000000 6458.333333 360 358 7.375 0 0 0.375 7.75 Houston TX 77019 Single Family 1000000 20060301 80.00 No MI 100199000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 299103.81 1713.615578 360 357 6.5 0 0 0.375 6.875 Stafford VA 22554 PUD 299452 20060201 80.00 No MI 100063000000000000 2.375 20080101 11.875 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP I G01 378304.91 1852.117789 360 356 5.5 0 0 0.375 5.875 Burbank CA 91505 Single Family 378500 20060101 54.86 No MI 100039000000000000 2.25 20121201 10.875 2 2 First Lien N Y 120 Prepay 360 84 N 20351201 AFL2
GROUP II G02 185400 1178.0625 360 358 7.25 0 0 0.375 7.625 North Bay Village FL 33141 Condominium 185400 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 72891.54 440.3863875 360 357 6.875 0 0 0.375 7.25 FRESNO TX 77545 Single Family 73131 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 160000 1016.666667 360 358 7.25 0 0 0.375 7.625 Vineland NJ 8361 Single Family 160000 20060301 80.00 No MI 100124000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 239841 1598.94 360 357 7.625 0 0 0.375 8 PHOENIX AZ 85339 PUD 239841 20060201 80.00 No MI 100057000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 99600 612.125 360 358 7 0 0 0.375 7.375 Davenport IA 52807 Single Family 99600 20060301 80.00 No MI 100293000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 528000 3245 360 358 7 0 0 0.375 7.375 DENVER CO 80220 Single Family 528000 20060301 80.00 No MI 100414000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 798949.83 5939.98 360 358 7.75 0 0 0.375 8.125 Smithville MO 64089 Single Family 800000 20060301 80.00 No MI 100145000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 131600 822.5 360 357 7.125 0 0 0.375 7.5 Florida City FL 33034 PUD 131600 20060201 70.00 No MI 2.25 20110101 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G02 215200 1367.416667 360 358 7.25 0 0 0.375 7.625 Lake Worth FL 33467 Single Family 215200 20060301 80.00 No MI 100218000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 124800 858 360 357 7.875 0 0 0.375 8.25 Corinth TX 76208 PUD 124800 20060201 80.00 No MI 100266000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 102240 702.9 360 357 7.875 0 0 0.375 8.25 Aurora CO 80010 Single Family 102240 20060201 80.00 No MI 100266000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 272572.77 1862.35 360 358 6.875 0 0 0.375 7.25 West Paterson NJ 7424 Single Family 273000 20060301 70.00 No MI 100234000000000000 2.25 20110201 12.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 277672 1764.374167 360 358 7.25 0 0 0.375 7.625 LANCASTER CA 93536 Single Family 277672 20060301 80.00 No MI 100311000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 180800 1243 360 357 7.875 0 0 0.375 8.25 Anoka MN 55303 Single Family 180800 20060201 80.00 No MI 100400000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 472872 2856.935 360 357 6.875 0 0 0.375 7.25 Bristow VA 20136 PUD 472872 20060201 80.00 No MI 100218000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 756562.5 5314.03 360 354 7.125 0 0 0.375 7.5 Chandler AZ 85249 PUD 760000 20051101 80.00 No MI 100039000000000000 5 20081001 13.5 1.875 2 First Lien N N 0 Prepay 360 36 N 20351001 AFL2
GROUP I G01 149000 993.3333333 360 358 7.625 0 0 0.375 8 GLEN BURNIE MD 21061 Condominium 149000 20060301 74.69 No MI 100213000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 153750 1025 360 358 7.625 0 0 0.375 8 GLEN BURNIE MD 21061 Condominium 153750 20060301 75.00 No MI 100213000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 144350 962.3333333 360 358 7.625 0 0 0.375 8 GLEN BURNIE MD 21061 Condominium 144350 20060301 74.99 No MI 100213000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 148720 1022.45 360 357 7.875 0 0 0.375 8.25 Northglenn CO 80260 Single Family 148720 20060201 80.00 No MI 100266000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 165600 1069.5 360 358 7.375 0 0 0.375 7.75 Phoenix AZ 85042 Single Family 165600 20060301 80.00 No MI 100101000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 164000 1059.166667 360 357 7.375 0 0 0.375 7.75 Phoenix AZ 85042 Single Family 164000 20060201 80.00 No MI 100101000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 409999.84 2647.915633 360 358 7.375 0 0 0.375 7.75 CORONA CA 92879 Condominium 410000 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 414000 2285.625 360 358 6.25 0 0 0.375 6.625 Marblehead MA 1945 Single Family 414000 20060301 79.92 No MI 100210000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 240000 1450 360 357 6.875 0 0 0.375 7.25 Citrus Heights CA 95621 Single Family 240000 20060201 80.00 No MI 100172000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 73600 490.6666667 360 358 7.625 0 0 0.375 8 RIVERDALE IL 60827 Single Family 73600 20060301 80.00 No MI 100113000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 422415.88 3067.04 360 358 7.5 0 0 0.375 7.875 Marana AZ 85653 Single Family 423000 20060301 77.05 No MI 100022000000000000 2.25 20110201 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 357196 2232.475 360 357 7.125 0 0 0.375 7.5 GAITHERSBURG MD 20877 Condominium 359650 20060201 61.99 No MI 100028000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G04 390000 2112.5 360 357 6.125 0 0 0.375 6.5 RICHMOND CA 94803 Single Family 390000 20060201 64.14 No MI 100074000000000000 2.25 20160101 12.5 1.875 2 First Lien N Y 120 No_PP 360 120 N 20360101 AFL2
GROUP I G01 308000 1989.166667 360 358 7.375 0 0 0.375 7.75 Manassas VA 20111 PUD 308000 20060301 80.00 No MI 100218000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 241549.5 1610.33 360 357 7.625 0 0 0.375 8 SMYRNA DE 19977 PUD 241550 20060201 79.99 No MI 100028000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 1387500 8382.8125 360 358 6.875 0 0 0.375 7.25 Mesa AZ 85207 Single Family 1387500 20060301 75.00 No MI 1001699-0002002221 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 236392.29 1461.1 360 356 5.875 0 0 0.375 6.25 Bellingham MA 2019 Single Family 237300 20060101 70.00 No MI 100239000000000000 2.375 20071201 11.25 1.875 1 First Lien N N 0 No_PP 360 24 N 20351201 AFL2
GROUP II G03 591920 3452.866667 360 356 6.625 0 0 0.375 7 MOUNTAIN CA 95391 Single Family 591920 20060101 80.00 No MI 100057000000000000 2.25 20101201 12 2 1 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP I G01 1081664.89 7771.33 360 356 7.375 0 0 0.375 7.75 Fremont CA 94538 Single Family 1085000 20060101 65.00 No MI 100102000000000000 2.625 20060501 12 1.875 1 First Lien N N 0 No_PP 360 3 N 20351201 AFL2
GROUP I G01 340000 1877.083333 360 352 6.25 0 0 0.375 6.625 Cudahy CA 90201 Condominium 340000 20050901 80.00 No MI 100033000000000000 2.375 20070801 12.625 2.25 1 First Lien N Y 60 Prepay 360 24 N 20350801 AFL2
GROUP I G01 189784 1245.4575 360 356 7.5 0 0 0.375 7.875 ORLANDO FL 32835 Condominium 189784 20060101 80.00 No MI 100057000000000000 2.25 20101201 12.875 2 1 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP II G04 237250 1235.677083 360 356 5.875 0 0 0.375 6.25 Louisville CO 80027 PUD 237250 20060101 65.00 No MI 100226000000000000 2.25 20151201 11.25 1.875 1 First Lien N Y 120 No_PP 360 120 N 20351201 AFL2
GROUP II G04 132114.15 688.0945313 360 356 5.875 0 0 0.375 6.25 King Of Prussia PA 19406 Single Family 133000 20060101 61.29 No MI 100077000000000000 2.25 20151201 11.25 1.875 1 First Lien N Y 120 No_PP 360 120 N 20351201 AFL2
GROUP I G01 202400 948.75 360 356 5.25 0 0 0.375 5.625 Aurora CO 80015 PUD 202400 20060101 80.00 No MI 100102000000000000 2.25 20081201 11.625 1.875 1 First Lien N Y 120 No_PP 360 36 N 20351201 AFL2
GROUP I G01 650000 3385.416667 360 354 5.875 0 0 0.375 6.25 Lees Summit MO 64064 PUD 650000 20051101 73.86 No MI 100039000000000000 5 20071001 12.25 1.875 2 First Lien N Y 60 Prepay 360 24 N 20351001 AFL2
GROUP I G01 169700 1113.65625 360 358 7.5 0 0 0.375 7.875 North Bay Village FL 33141 Condominium 169700 20060301 79.98 No MI 2.25 20110201 12.875 4.625 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 194702.36 1450.47 360 355 7.75 0 0 0.375 8.125 Carrollton VA 23314 Condominium 195350 20051201 79.98 No MI 100191000000000000 3.625 20060501 20.125 1.875 1 First Lien N N 0 No_PP 360 6 N 20351101 AFL2
GROUP I G01 203830.23 1344.73 360 355 6.5 0 0 0.375 6.875 Castle Rock CO 80104 PUD 204700 20051201 79.99 No MI 100191000000000000 2.75 20060501 12 3.25 1 First Lien N N 0 No_PP 360 6 N 20351101 AFL2
GROUP II G02 266157 1635.756563 360 357 7 0 0 0.375 7.375 San Jacinto CA 92582 Single Family 266157 20060201 80.00 No MI 100185000000000000 2.25 20110101 12.375 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 412000 2231.666667 360 356 6.125 0 0 0.375 6.5 Bellflower CA 90706 Single Family 412000 20060101 80.00 No MI 100032000000000000 2.375 20071201 12.5 1.875 1 First Lien N Y 60 Prepay 360 24 N 20351201 AFL2
GROUP I G01 524000 3493.333333 360 357 7.625 0 0 0.375 8 Los Angeles CA 90026 2-4 Family 524000 20060201 80.00 No MI 100311000000000000 2.25 20110101 13 2 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 185600 1218 360 356 7.5 0 0 0.375 7.875 METAIRIE LA 70002 Single Family 185600 20060101 80.00 No MI 100213000000000000 2.25 20101201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP I G01 319960 1666.458333 360 356 5.875 0 0 0.375 6.25 Fairfield CA 94533 Single Family 319960 20060101 80.00 No MI 100032000000000000 2.25 20071201 12.25 1.875 1 First Lien N Y 60 No_PP 360 24 N 20351201 AFL2
GROUP II G03 494760 2989.175 360 357 6.875 0 0 0.375 7.25 LITHONIA GA 30058 Single Family 494760 20060201 79.83 No MI 100017000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 150000 953.125 360 357 7.25 0 0 0.375 7.625 Saint Cloud FL 34771 Single Family 150000 20060201 75.00 No MI 100238000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 78800 443.25 360 355 6.375 0 0 0.375 6.75 Indianapolis IN 46221 Single Family 78800 20051201 80.00 No MI 100014000000000000 2.375 20071101 11.75 1.875 1 First Lien N Y 120 No_PP 360 24 N 20351101 AFL2
GROUP I G01 231050 1323.723958 360 356 6.5 0 0 0.375 6.875 Las Vegas NV 89166 PUD 231050 20060101 79.99 No MI 2.375 20071201 11.875 1.25 1 First Lien N Y 120 No_PP 360 24 N 20351201 AFL2
GROUP II G01 86143.56 545.47 360 358 6.125 0 0 0.375 6.5 Madison Heights VA 24572 2-4 Family 86300 20060301 79.98 No MI 100078000000000000 2.25 20110201 11.5 2 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 510472 2924.579167 360 356 6.5 0 0 0.375 6.875 Woodbridge VA 22193 PUD 510472 20060101 80.00 No MI 100063000000000000 2.375 20071201 11.875 1.875 1 First Lien N Y 120 No_PP 360 24 N 20351201 AFL2
GROUP II G04 415100 2161.979167 360 356 5.875 0 0 0.375 6.25 Manassas VA 20111 Townhouse 415100 20060101 79.98 No MI 100016000000000000 2.25 20151201 12.25 2 2 First Lien N Y 120 No_PP 360 120 N 20351201 AFL2
GROUP I G01 155800 973.75 360 355 7.125 0 0 0.375 7.5 Waverly Hall GA 31831 Single Family 156000 20051201 80.00 No MI 100229000000000000 2.375 20071101 12.5 2 1 First Lien N Y 120 No_PP 360 24 N 20351101 AFL2
GROUP II G02 238272 1464.38 360 358 7 0 0 0.375 7.375 Glen Burnie MD 21061 Condominium 238272 20060301 80.00 No MI 100028000000000000 2.25 20110201 12.375 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 144000 900 360 356 7.125 0 0 0.375 7.5 Montgomery MN 56069 Single Family 144000 20060101 80.00 No MI 100221000000000000 2.25 20101201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP II G01 245000 1505.729167 360 357 7 0 0 0.375 7.375 ADELANTO CA 92301 Single Family 245000 20060201 70.00 No MI 100204000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G02 308000 1764.583333 360 358 6.5 0 0 0.375 6.875 Las Vegas NV 89123 PUD 308000 20060301 80.00 No MI 100414000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 223120 1394.5 360 358 7.125 0 0 0.375 7.5 SARASOTA FL 34232 PUD 223120 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 262921 1588.481042 360 358 6.875 0 0 0.375 7.25 HENDERSON NV 89044 PUD 262921 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 139392 856.68 360 358 7 0 0 0.375 7.375 JACKSONVILLE FL 32224 PUD 139392 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 170359 993.7608333 360 358 6.625 0 0 0.375 7 NORTH LAS VEGAS NV 89084 Condominium 170359 20060301 80.00 No MI 100057000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 166873.45 1008.19376 360 357 6.875 0 0 0.375 7.25 DULUTH GA 30096 Townhouse 166884 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 165830 1140.08125 360 358 7.875 0 0 0.375 8.25 QUEEN CREEK AZ 85242 PUD 165830 20060301 70.00 No MI 100414000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 261900.76 1615.64 360 358 5.875 0 0 0.375 6.25 Pasco WA 99301 2-4 Family 262400 20060301 69.99 No MI 100173000000000000 2.25 20110201 11.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 417000 2866.875 360 357 7.875 0 0 0.375 8.25 Long Beach CA 90805 Single Family 417000 20060201 78.69 No MI 100185000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 1000000 6041.666667 360 358 6.875 0 0 0.375 7.25 Las Vegas NV 89143 Single Family 1000000 20060301 76.92 No MI 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 320000 2066.666667 360 359 7.375 0 0 0.375 7.75 North Plainfield NJ 7060 2-4 Family 320000 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 176000 1136.666667 360 359 7.375 0 0 0.375 7.75 Old Bridge NJ 8879 Single Family 176000 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 203200 1227.666667 360 358 6.875 0 0 0.375 7.25 Loganville GA 30052 PUD 203200 20060301 80.00 No MI 100086000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 126400 829.5 360 358 7.5 0 0 0.375 7.875 Fort Myers FL 33907 2-4 Family 126400 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 529600 3530.666667 360 357 7.625 0 0 0.375 8 MURRIETA CA 92562 Single Family 529600 20060201 80.00 No MI 100057000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 800000 4916.666667 360 357 7 0 0 0.375 7.375 HONOLULU HI 96818 Single Family 800000 20060201 80.00 No MI 100204000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 173250 1155 360 358 7.625 0 0 0.375 8 Brick NJ 8724 Single Family 173250 20060301 75.00 No MI 100238000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 244752 1580.69 360 358 7.375 0 0 0.375 7.75 GLEN BURNIE MD 21061 Condominium 244752 20060301 80.00 No MI 100028000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 161600 993.1666667 360 357 7 0 0 0.375 7.375 Winston Salem NC 27107 PUD 161600 20060201 80.00 No MI 100400000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 567315.74 3723.009544 360 357 7.5 0 0 0.375 7.875 JERSEY CITY NJ 7302 Condominium 567316 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 335520 1817.4 360 357 6.125 0 0 0.375 6.5 PALMDALE CA 93552 Single Family 335520 20060201 80.00 No MI 100057000000000000 2.25 20110101 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 153487 991.2702083 360 357 7.375 0 0 0.375 7.75 Greenacres WA 99016 Single Family 153487 20060201 80.00 No MI 100101000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 207433.03 1339.671652 360 357 7.375 0 0 0.375 7.75 LAS VEGAS NV 89122 PUD 207434 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 920000 6325 360 357 7.875 0 0 0.375 8.25 Miami FL 33131 Condominium 920000 20060201 80.00 No MI 100256000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 82950 535.71875 360 357 7.375 0 0 0.375 7.75 East Point GA 30344 Condominium 82950 20060201 69.99 No MI 100136000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 184000 1111.666667 360 357 6.875 0 0 0.375 7.25 Aurora CO 80013 Single Family 184000 20060201 80.00 No MI 100226000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 190936 1213.239167 360 357 7.25 0 0 0.375 7.625 Las Vegas NV 89109 PUD 190936 20060201 80.00 No MI 100173000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 323999.99 2092.499935 360 358 7.375 0 0 0.375 7.75 HERNDON VA 20170 PUD 324000 20060301 80.00 No MI 100289000000000000 2.25 20110201 13.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 62400 422.5 360 355 7.75 0 0 0.375 8.125 SPRING TX 77373 Single Family 62400 20051201 80.00 No MI 100177000000000000 2.75 20101101 14.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20351101 AFL2
GROUP II G02 129634.69 810.2168125 360 357 7.125 0 0 0.375 7.5 St Augustine FL 32086 Single Family 130000 20060201 65.33 No MI 100256000000000000 2.25 20110101 12.5 2.375 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 54320 367.7916667 360 355 7.75 0 0 0.375 8.125 SPRING TX 77373 Single Family 54320 20051201 80.00 No MI 100177000000000000 2.25 20101101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351101 AFL2
GROUP II G01 143200 895 360 358 7.125 0 0 0.375 7.5 Haverhill MA 1832 Condominium 143200 20060301 80.00 No MI 100210000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 1297000 8646.666667 360 357 7.625 0 0 0.375 8 Florence MT 59833 Single Family 1297000 20060201 74.97 No MI 100199000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 42255.83 311.12 360 355 7.625 0 0 0.375 8 Park Forest IL 60466 Single Family 42400 20051201 80.00 No MI 100039000000000000 5 20071101 14 1.875 2 First Lien N N 0 No_PP 360 24 N 20351101 AFL2
GROUP I G01 139992 962.445 360 357 7.875 0 0 0.375 8.25 Covington GA 30016 PUD 139992 20060201 80.00 No MI 100266000000000000 2.25 20110101 13.25 4.625 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 625000 3640.625 360 358 6.615 0 0 0.375 6.99 MIAMI FL 33178 Single Family 625000 20060301 71.02 No MI 100061000000000000 2.25 20110201 11.99 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G03 846483 5114.168125 360 358 6.875 0 0 0.375 7.25 HUNTINGTON BEACH CA 92648 PUD 846483 20060301 80.00 No MI 100414000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 205000 1089.0625 360 357 6 0 0 0.375 6.375 LAGUNA HILLS CA 92653 Single Family 205000 20060201 37.27 No MI 100183000000000000 2.25 20060701 12 1.875 0 First Lien N Y 120 Prepay 360 6 N 20360101 AFL2
GROUP I G01 152472 1032.3625 360 357 7.75 0 0 0.375 8.125 FAIRBURN GA 30213 Single Family 152472 20060201 80.00 No MI 100032000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 120000 750 360 359 7.125 0 0 0.375 7.5 HYATTSVILLE MD 20785 Townhouse 120000 20060401 70.59 No MI 100293000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 127956.67 866.3732865 360 356 7.75 0 0 0.375 8.125 MCDONOUGH GA 30252 Single Family 128000 20060101 80.00 No MI 100032000000000000 2.25 20101201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP I G01 156000 1072.5 360 358 7.875 0 0 0.375 8.25 GLENDALE AZ 85303 Single Family 156000 20060301 75.00 No MI 100240000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 192000 1240 360 356 7.375 0 0 0.375 7.75 Douglasville GA 30135 PUD 192000 20060101 80.00 No MI 100032000000000000 2.25 20101201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP II G02 180000 1106.25 360 358 7 0 0 0.375 7.375 Gaithersburg MD 20877 Condominium 180000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 150000 1000 360 358 7.625 0 0 0.375 8 Frankford DE 19945 Single Family 150000 20060301 80.00 No MI 100039000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 195000 1218.75 360 357 7.125 0 0 0.375 7.5 KISSIMMEE FL 34747 Townhouse 195000 20060201 75.00 No MI 100057000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 218372 1501.3075 360 358 7.875 0 0 0.375 8.25 Glen Allen VA 23059 Townhouse 218372 20060301 80.00 No MI 100028000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G04 450000 2390.625 360 357 6 0 0 0.375 6.375 Santa Rosa CA 95409 Single Family 450000 20060201 64.29 No MI 100161000000000000 2.25 20160101 11.375 1.875 1 First Lien N Y 120 No_PP 360 120 N 20360101 AFL2
GROUP II G01 191900 1219.364583 360 358 7.25 0 0 0.375 7.625 WEST WARWICK RI 2893 Single Family 191900 20060301 79.99 No MI 100095000000000000 2.25 20110201 13.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 364520 2316.220833 360 357 7.25 0 0 0.375 7.625 PLAINFIELD IL 60585 PUD 364520 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 157092 883.6425 360 357 6.375 0 0 0.375 6.75 MONUMENT CO 80132 PUD 157092 20060201 80.00 No MI 100057000000000000 2.25 20110101 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 82480 549.8666667 360 358 7.625 0 0 0.375 8 Atlanta GA 30315 Single Family 82480 20060301 80.00 No MI 100173000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 156048.15 975.3009375 360 357 7.125 0 0 0.375 7.5 RED LION PA 17356 PUD 156050 20060201 80.00 No MI 100213000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 1348530.05 8709.256573 360 358 7.375 0 0 0.375 7.75 San Clemente CA 92673 Single Family 1348540 20060301 69.46 No MI 100196000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 328000 1981.666667 360 359 6.875 0 0 0.375 7.25 Burbank IL 60459 Single Family 328000 20060401 80.00 No MI 1001132-0013245725 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 70160 467.7333333 360 358 7.625 0 0 0.375 8 Atlanta GA 30331 Single Family 70160 20060301 80.00 No MI 100173000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 196900 1107.5625 360 355 6.375 0 0 0.375 6.75 Phoenix AZ 85016 Condominium 196900 20051201 79.82 No MI 100039000000000000 2.25 20101101 12.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20351101 AFL2
GROUP I G01 132392 855.0316667 360 357 7.375 0 0 0.375 7.75 Covington GA 30016 PUD 132392 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 119920 811.9583333 360 357 7.75 0 0 0.375 8.125 Fort Pierce FL 34982 Condominium 119920 20060201 80.00 No MI 100203000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G04 487625.7 3017.01 360 356 5.875 0 0 0.375 6.25 Reno NV 89511 Single Family 490000 20060101 59.68 No MI 100016000000000000 2.25 20151201 12.25 1.875 2 First Lien N N 0 No_PP 360 120 N 20351201 AFL2
GROUP I G01 499520 3434.2 360 357 7.875 0 0 0.375 8.25 Brandywine MD 20613 PUD 499520 20060201 80.00 No MI 100028000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 360000 2100 360 358 6.625 0 0 0.375 7 Elizabeth NJ 7201 2-4 Family 360000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 259920 1597.425 360 358 7 0 0 0.375 7.375 WOODBRIDGE NJ 8863 Single Family 259920 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 1000000 6770.833333 360 359 7.75 0 0 0.375 8.125 Phoenix AZ 85044 Single Family 1000000 20060401 80.00 No MI 1001699-0002002133 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 328100 2118.979167 360 358 7.375 0 0 0.375 7.75 Commerce City CO 80022 PUD 328100 20060301 80.00 No MI 100047000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 139743.76 1076.48 360 357 8.125 0 0 0.375 8.5 Indianapolis IN 46259 Single Family 140000 20060201 80.00 No MI 100266000000000000 2.375 20080101 13.5 1.875 1 First Lien N N 0 No_PP 360 24 N 20360101 AFL2
GROUP I G01 83814.61 623.7 360 358 7.75 0 0 0.375 8.125 Saint Louis MO 63118 2-4 Family 84000 20060301 64.62 No MI 100425000000000000 2.25 20110201 13.125 2 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G03 559000 3435.520833 360 357 7 0 0 0.375 7.375 STEVENSON RANCH CA 91381 PUD 559000 20060201 65.00 No MI 100311000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 163868.98 1007.11144 360 357 7 0 0 0.375 7.375 COOLIDGE AZ 85228 Single Family 163869 20060201 78.78 No MI 100057000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 291200 1911 360 357 7.5 0 0 0.375 7.875 STERLING VA 20164 PUD 291200 20060201 80.00 No MI 100213000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 87887.39 661.11 360 358 7.875 0 0 0.375 8.25 Aurora IL 60505 Single Family 88000 20060301 80.00 No MI 100425000000000000 2.25 20110201 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 172851.92 1062.319092 360 357 7 0 0 0.375 7.375 JACKSONVILLE FL 32224 Condominium 172852 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 304424 1839.228333 360 357 6.875 0 0 0.375 7.25 BOLINGBROOK IL 60490 PUD 304424 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 284000 1863.75 360 358 7.5 0 0 0.375 7.875 HYATTSVILLE MD 20783 Single Family 284000 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 130105.44 745.39575 360 357 6.5 0 0 0.375 6.875 AUSTELL GA 30168 Single Family 131250 20060201 75.00 No MI 100293000000000000 2.25 20110101 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 127112 847.4133333 360 357 7.625 0 0 0.375 8 ALBUQUERQUE NM 87114 PUD 127112 20060201 80.00 No MI 100057000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 260309 1599.815729 360 357 7 0 0 0.375 7.375 Highlands Ranch CO 80130 PUD 260309 20060201 80.00 No MI 100063000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 172000 1092.916667 360 357 7.25 0 0 0.375 7.625 AZLE TX 76020 Single Family 172000 20060201 80.00 No MI 100199000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 77827.67 606.05 360 358 8.25 0 0 0.375 8.625 Houston TX 77014 Single Family 77920 20060301 80.00 No MI 100266000000000000 2.375 20080201 13.625 1.875 1 First Lien N N 0 No_PP 360 24 N 20360201 AFL2
GROUP I G01 129600 837 360 358 7.375 0 0 0.375 7.75 MC KINNEY TX 75071 PUD 129600 20060301 80.00 No MI 100199000000000000 2.25 20110201 12.75 2 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 103000 708.125 360 358 7.875 0 0 0.375 8.25 Trenton NJ 8618 Single Family 103000 20060301 80.00 No MI 100087000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 185143 1234.286667 360 357 7.625 0 0 0.375 8 SUN CITY WEST AZ 85375 PUD 185143 20060201 79.61 No MI 100057000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 207999.5 1278.33026 360 357 7 0 0 0.375 7.375 KISSIMMEE FL 34747 PUD 208000 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 416000 2426.666667 360 358 6.625 0 0 0.375 7 DALLAS PLANTATION ME 4970 Single Family 416000 20060301 77.04 No MI 100095000000000000 2.25 20110201 13 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 900000 5625 360 358 7.125 0 0 0.375 7.5 LOUISVILLE KY 40223 Single Family 900000 20060301 64.29 No MI 100331000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 464648 3049.2525 360 357 7.5 0 0 0.375 7.875 FREDERICK MD 21704 PUD 464648 20060201 80.00 No MI 100028000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 247070.07 1544.187938 360 358 7.125 0 0 0.375 7.5 GLEN BURNIE MD 21061 Condominium 247072 20060301 80.00 No MI 100028000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 307595.41 2286.9 360 358 7.75 0 0 0.375 8.125 Haverhill MA 1835 2-4 Family 308000 20060301 80.00 No MI 100095000000000000 2.25 20110201 14.125 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G04 359650 1835.713542 360 356 5.75 0 0 0.375 6.125 Palm Beach Gardens FL 33418 PUD 359650 20060101 50.07 No MI 100016000000000000 2.25 20151201 12.125 1.875 2 First Lien N Y 120 Prepay 360 120 N 20351201 AFL2
GROUP I G01 219200 1484.166667 360 358 7.75 0 0 0.375 8.125 Detroit MI 48221 Single Family 219200 20060301 80.00 No MI 100425000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 177600 1202.5 360 356 7.75 0 0 0.375 8.125 Las Vegas NV 89107 Single Family 177600 20060101 80.00 No MI 100163000000000000 2.375 20071201 13.125 1.875 1 First Lien N Y 120 Prepay 360 24 N 20351201 AFL2
GROUP II G01 195252.51 1179.650581 360 357 6.875 0 0 0.375 7.25 Wheat Ridge AZ 80033 Single Family 195300 20060201 90.00 GE Capital MI 100071000000000000 2.25 20110101 12.25 2 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 126885.39 846.26 360 357 6.625 0 0 0.375 7 Taylorsville UT 84118 Single Family 127200 20060201 80.00 No MI 100032000000000000 2.25 20080101 12 1.875 1 First Lien N N 0 Prepay 360 24 N 20360101 AFL2
GROUP I G01 388000 2667.5 360 357 7.875 0 0 0.375 8.25 Waterford MI 48328 PUD 388000 20060201 80.00 No MI 010026500000000000 2.25 20110101 13.25 2 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 105396.59 793.34 360 357 7.875 0 0 0.375 8.25 Divide CO 80814 Single Family 105600 20060201 80.00 No MI 100266000000000000 2.25 20110101 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP I G01 142722.13 1037.72 360 356 7.5 0 0 0.375 7.875 Kissimmee FL 34759 PUD 143120 20060101 80.00 No MI 100378000000000000 2.25 20071201 13.875 1.875 1 First Lien N N 0 No_PP 360 24 N 20351201 AFL2
GROUP I G01 126024 813.905 360 357 7.375 0 0 0.375 7.75 Grand Prairie TX 75054 Single Family 126024 20060201 80.00 No MI 100404000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 383386 2555.906667 360 358 7.625 0 0 0.375 8 Atlanta GA 30363 PUD 383386 20060301 80.00 No MI 100266000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 316000 1942.083333 360 357 7 0 0 0.375 7.375 Manassas VA 20109 PUD 316000 20060201 80.00 No MI 100213000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 339200 1837.333333 360 351 6.125 0 0 0.375 6.5 Phoenix AZ 85086 PUD 339200 20050801 79.83 No MI 100071000000000000 2.25 20100701 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20350701 AFL2
GROUP II G02 227534.71 1232.479679 360 357 6.25 0 0 0.25 6.5 Marietta GA 30062 Single Family 227600 20060201 80.00 No MI 100022000000000000 2.25 20110101 11.5 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G04 336900 1789.78125 360 357 6.125 0 0 0.25 6.375 Weston CT 6883 Single Family 337000 20060201 43.48 No MI 100022000000000000 2.25 20160101 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 AFL2
GROUP I G01 136394.47 710.3878646 360 357 5.875 0 0 0.375 6.25 Portsmouth VA 23707 Single Family 136430 20060201 70.00 No MI 100403000000000000 2.25 20090101 12.25 2 2 First Lien N Y 36 No_PP 360 36 N 20360101 AFL2
GROUP II G01 409256.7 2591.48 360 358 6.25 0 0 0.25 6.5 Crownsville MD 21032 Single Family 410000 20060301 51.90 No MI 100022000000000000 2.25 20110201 11.5 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 198743.22 1076.525775 360 357 6.25 0 0 0.25 6.5 Pleasant Hill CA 94523 Single Family 200000 20060201 33.33 No MI 100022000000000000 2.25 20110101 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G03 532800 3330 360 358 7.25 0 0 0.25 7.5 Bloomfield Township MI 48302 Single Family 532800 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 249198.45 1427.699453 360 358 6.625 0 0 0.25 6.875 Chesapeake Beach MD 20732 PUD 249200 20060301 79.11 No MI 100022000000000000 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G04 419886.25 2274.383854 360 354 6.25 0 0 0.25 6.5 MONTVILLE TWP NJ 7058 Single Family 420000 20051101 79.70 No MI 010038800000000000 2.25 20151001 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20351001 AFL2
GROUP II G01 354386.98 2302.53 360 358 6.5 0 0 0.25 6.75 Chicago IL 60630 2-4 Family 355000 20060301 83.53 GE Capital MI 100022000000000000 2.25 20110201 11.75 2 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 240000 1275 360 358 6.125 0 0 0.25 6.375 Woodbridge VA 22192 Condominium 240000 20060301 80.00 No MI 100022000000000000 2.25 20110201 11.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 255500 1463.802083 360 359 6.625 0 0 0.25 6.875 Orlando FL 32837 PUD 255500 20060401 70.00 No MI 100022000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G04 250000 1302.083333 360 355 6 0 0 0.25 6.25 Arnold CA 95223 Single Family 250000 20051201 73.53 No MI 100022000000000000 2.25 20151101 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20351101 AFL2
GROUP II G04 85495.84 561.06645 360 355 7.625 0 0 0.25 7.875 Richmond VA 23222 Single Family 85600 20051201 80.00 No MI 100022000000000000 2.25 20151101 12.875 2 2 First Lien N Y 120 No_PP 360 120 N 20351101 AFL2
GROUP II G01 128000 786.6666667 360 357 7 0 0 0.375 7.375 Richmond TX 77469 PUD 128000 20060201 80.00 No MI 010003400000000000 2.25 20110101 12.375 2 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G01 239960 1449.758333 360 358 6.875 0 0 0.375 7.25 APPLE VALLEY CA 92308 Single Family 239960 20060301 80.00 No MI 100414000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 157500 1033.59375 360 359 7.5 0 0 0.375 7.875 THORNTON CO 80233 Single Family 157500 20060401 75.00 No MI 100414000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 280000 1458.333333 360 359 5.875 0 0 0.375 6.25 Gilbert AZ 85297 PUD 280000 20060401 80.00 No MI 100101000000000000 2.25 20090301 12.25 1.875 1 First Lien N Y 120 Prepay 360 36 N 20360301 AFL2
GROUP II G02 260000 1652.083333 360 358 7.25 0 0 0.375 7.625 ANDOVER MA 1810 Condominium 260000 20060301 80.00 No MI 100103000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 417000 2258.75 360 359 6.125 0 0 0.375 6.5 Brentwood CA 94513 PUD 417000 20060401 64.65 No MI 100102000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 412750 2235.729167 360 359 6.125 0 0 0.375 6.5 Merced CA 95340 Single Family 412750 20060401 65.00 No MI 100102000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 198340 1156.983333 360 358 6.625 0 0 0.375 7 Laveen AZ 85339 PUD 198340 20060301 80.00 No MI 100189000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 205600 1349.25 360 358 7.5 0 0 0.375 7.875 Saint Louis MO 63104 Single Family 205600 20060301 80.00 No MI 100095000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 184800 1135.75 360 358 7 0 0 0.375 7.375 CRANSTON RI 2910 Single Family 184800 20060301 80.00 No MI 100103000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 103897.28 874.49 360 358 9.125 0 0 0.375 9.5 HOLLY HILL FL 32117 Single Family 104000 20060301 80.00 No MI 5.5 20080201 14.5 1.875 1 First Lien N N 0 No_PP 360 24 N 20360201 AFL2
GROUP I G01 528000 3025 360 354 6.5 0 0 0.375 6.875 LAS VEGAS NV 89130 Single Family 528000 20051101 80.00 No MI 100030000000000000 2.75 20071001 12.875 2 2 First Lien N Y 120 No_PP 360 24 N 20351001 ALT1
GROUP I G01 206700 1248.8125 360 353 6.875 0 0 0.375 7.25 ELK GROVE IL 60007 Single Family 206700 20051001 72.53 No MI 100030000000000000 2.75 20070901 13.25 2.375 2 First Lien N Y 120 No_PP 360 24 N 20350901 ALT1
GROUP I G01 79360.94 491.96 360 353 5.875 0 0 0.375 6.25 MADISON OH 44057 Single Family 79900 20051001 88.88 Mortgage Guaranty In 100030000000000000 2.75 20070901 12.25 2.375 2 First Lien N N 0 No_PP 360 24 N 20350901 ALT1
GROUP I G01 117000 731.25 360 353 7.125 0 0 0.375 7.5 ELLENWOOD GA 30294 Single Family 117000 20051001 90.00 Mortgage Guaranty In 100030000000000000 2.75 20070901 13.5 2.375 2 First Lien N Y 120 No_PP 360 24 N 20350901 ALT1
GROUP I G01 132000 632.5 360 350 5.375 0 0 0.375 5.75 COLORADO SPRINGS CO 80920 Single Family 132000 20050701 80.00 No MI 100030000000000000 2.75 20070601 11.75 2.375 2 First Lien N Y 120 Prepay 360 24 N 20350601 ALT1
GROUP I G01 263150 1425.395833 360 353 6.125 0 0 0.375 6.5 DAVENPORT FL 33837 PUD 263150 20051001 79.99 No MI 100030000000000000 2.75 20070901 12.5 2.375 2 First Lien N Y 120 No_PP 360 24 N 20350901 ALT1
GROUP I G01 67499.99 421.8749375 360 354 7.125 0 0 0.375 7.5 WINCHESTER VA 22602 Single Family 67500 20051101 90.00 Mortgage Guaranty In 100030000000000000 2.75 20071001 13.5 2.375 2 First Lien N Y 120 No_PP 360 24 N 20351001 ALT1
GROUP I G01 560000 2741.666667 360 352 5.5 0 0 0.375 5.875 ATLANTA GA 30312 Single Family 560000 20050901 80.00 No MI 100030000000000000 2.75 20070801 11.875 2.375 2 First Lien N Y 120 No_PP 360 24 N 20350801 ALT1
GROUP I G01 139840 728.3333333 360 353 5.875 0 0 0.375 6.25 LOGANVILLE GA 30052 PUD 139840 20051001 80.00 No MI 100030000000000000 2.75 20070901 12.25 2.375 2 First Lien N Y 120 No_PP 360 24 N 20350901 ALT1
GROUP I G01 305100 1875.09375 360 353 7 0 0 0.375 7.375 DENVER CO 80218 Single Family 305100 20051001 90.00 Mortgage Guaranty In 100030000000000000 2.75 20070901 13.375 2.375 2 First Lien N Y 120 No_PP 360 24 N 20350901 ALT1
GROUP I G01 204765.85 917.1803698 360 353 5 0 0 0.375 5.375 FREDERICKSBURG VA 22407 PUD 205000 20051001 75.65 No MI 100030000000000000 2.75 20070901 11.375 2.375 2 First Lien N Y 120 No_PP 360 24 N 20350901 ALT1
GROUP II G02 302000 1824.583333 360 357 6.875 0 0 0.375 7.25 Valrico FL 33594 PUD 302000 20060201 80.00 No MI 100034000000000000 2.25 20110101 12.25 2.375 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G02 323414.1 2293.26 360 358 7.25 0 0 0.375 7.625 North Myrtle Beach SC 29582 Single Family 324000 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.625 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 ALT1
GROUP II G01 102126 553.1825 360 354 6.125 0 0 0.375 6.5 San Antonio TX 78245 Single Family 102126 20051101 80.00 No MI 100020000000000000 2.25 20101001 11.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20351001 ALT1
GROUP I G01 139400 914.8125 360 357 7.5 0 0 0.375 7.875 Fuquay Varina NC 27526 PUD 139400 20060201 79.97 No MI 100191000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP II G01 114672 716.7 360 357 7.125 0 0 0.375 7.5 Mc Kinney TX 75070 Single Family 114672 20060201 80.00 No MI 100020000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 ALT1
GROUP II G02 135802.51 962.6 360 358 7.25 0 0 0.375 7.625 Kaukauna WI 54130 Single Family 136000 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 352000 2310 360 357 7.5 0 0 0.375 7.875 Anchorage AK 99508 2-4 Family 352000 20060201 80.00 No MI 100034000000000000 2.25 20110101 13.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 275709 1978.02 360 358 7.375 0 0 0.375 7.75 Land O Lakes FL 34638 PUD 276100 20060301 79.99 No MI 100191000000000000 2.25 20110201 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 848000 5653.333333 360 357 7.625 0 0 0.375 8 Aventura FL 33180 Condominium 848000 20060201 80.00 No MI 100034000000000000 2.25 20110101 14 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 78000 487.5 360 357 7.125 0 0 0.375 7.5 Maysville GA 30558 Single Family 78000 20060201 79.59 No MI 100191000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 59118.23 429.25 360 358 7.5 0 0 0.375 7.875 Macon GA 31204 Single Family 59200 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G02 140800 850.6666667 360 358 6.875 0 0 0.375 7.25 Tallahassee FL 32303 PUD 140800 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 139100 970.8020833 360 358 8 0 0 0.375 8.375 New Port Richey FL 34652 Single Family 139100 20060301 79.99 No MI 100191000000000000 2.25 20110201 13.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G02 296000 1880.833333 360 358 7.25 0 0 0.375 7.625 Alexandria VA 22307 Single Family 296000 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G02 95047.27 641.39 360 358 6.75 0 0 0.375 7.125 Muscle Shoals AL 35661 Single Family 95200 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 ALT1
GROUP II G01 120500 690.3645833 360 358 6.5 0 0 0.375 6.875 Lawrenceville GA 30044 PUD 120500 20060301 79.99 No MI 100191000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 ALT1
GROUP I G01 271660.68 2067.4 360 358 8 0 0 0.375 8.375 Destin FL 32550 Condominium 272000 20060301 80.00 No MI 100191000000000000 2.25 20110201 13.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 125500 810.5208333 360 358 7.375 0 0 0.375 7.75 Lawrenceville GA 30044 PUD 125500 20060301 79.99 No MI 100191000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 ALT1
GROUP II G01 129806.44 908.98 360 358 7.125 0 0 0.375 7.5 Casselberry FL 32730 PUD 130000 20060301 60.47 No MI 100191000000000000 2.25 20110201 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 ALT1
GROUP I G01 136000 977.5 360 358 8.25 0 0 0.375 8.625 Alpharetta GA 30004 PUD 136000 20060301 80.00 No MI 100191000000000000 2.25 20110201 13.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP I G01 287112.89 2109.58 360 358 7.625 0 0 0.375 8 Salisbury MD 21801 Single Family 287500 20060301 79.99 No MI 100191000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 324000 2261.25 360 358 8 0 0 0.375 8.375 Buford GA 30519 PUD 324000 20060301 80.00 No MI 100191000000000000 2.25 20110201 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 ALT1
GROUP II G01 139100 883.8645833 360 358 7.25 0 0 0.375 7.625 Covington GA 30016 PUD 139100 20060301 79.99 No MI 100191000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 ALT1
GROUP II G02 255618.83 1789.99 360 358 7.125 0 0 0.375 7.5 Statham GA 30666 PUD 256000 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 365600 2437.333333 360 358 7.625 0 0 0.375 8 Tampa FL 33626 PUD 365600 20060301 79.88 No MI 100191000000000000 2.25 20110201 13 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 105350 658.4375 360 358 7.125 0 0 0.375 7.5 Fort Worth TX 76179 PUD 105350 20060301 79.98 No MI 100191000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G02 183200 1164.083333 360 358 7.25 0 0 0.375 7.625 Littleton CO 80129 PUD 183200 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 155767.72 1090.78 360 358 7.125 0 0 0.375 7.5 Grand Blanc MI 48439 Single Family 156000 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 ALT1
GROUP II G01 96800 574.75 360 358 6.75 0 0 0.375 7.125 Maple Heights OH 44137 Single Family 96800 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 200000 1229.166667 360 358 7 0 0 0.375 7.375 Detroit MI 48206 Single Family 200000 20060301 78.43 No MI 100191000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 ALT1
GROUP I G01 518568.71 3992.2 360 358 8.125 0 0 0.375 8.5 Medford OR 97504 Single Family 519200 20060301 80.00 No MI 100191000000000000 2.25 20110201 13.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 ALT1
GROUP II G01 276500 1468.90625 360 358 6 0 0 0.375 6.375 Las Vegas NV 89148 PUD 276500 20060301 79.99 No MI 100191000000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 198750 1387.109375 360 358 8 0 0 0.375 8.375 Maplewood MN 55109 PUD 198750 20060301 80.00 No MI 100191000000000000 2.25 20110201 13.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 ALT1
GROUP I G01 172800 1152 360 358 7.625 0 0 0.375 8 Dania Beach FL 33004 Condominium 172800 20060301 80.00 No MI 100191000000000000 2.25 20110201 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 ALT1
GROUP I G01 92831.03 698.3 360 358 7.875 0 0 0.375 8.25 San Antonio TX 78247 PUD 92950 20060301 79.99 No MI 100191000000000000 2.25 20110201 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 ALT1
GROUP I G01 139700 1018.645833 360 358 8.375 0 0 0.375 8.75 Zephyrhills FL 33540 PUD 139700 20060301 78.72 No MI 100191000000000000 2.25 20110201 13.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 90158.68 616.01 360 358 6.875 0 0 0.375 7.25 Raleigh NC 27603 Condominium 90300 20060301 79.99 No MI 100191000000000000 2.25 20110201 12.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 123728.88 898.37 360 358 7.5 0 0 0.375 7.875 Brooksville FL 34613 Single Family 123900 20060301 79.99 No MI 100191000000000000 2.25 20110201 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 ALT1
GROUP II G02 170800 1067.5 360 358 7.125 0 0 0.375 7.5 Land O Lakes FL 34638 PUD 170800 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 ALT1
GROUP II G02 324750 1894.375 360 358 6.625 0 0 0.375 7 Apopka FL 32712 PUD 324750 20060301 79.99 No MI 100191000000000000 2.25 20110201 12 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 155779.07 1117.61 360 358 7.375 0 0 0.375 7.75 Lake Mary FL 32746 PUD 156000 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 ALT1
GROUP II G01 83878.01 594.55 360 358 7.25 0 0 0.375 7.625 Palm Harbor FL 34684 PUD 84000 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 194474.19 1395.22 360 358 7.375 0 0 0.375 7.75 New Brunswick NJ 8901 Single Family 194750 20060301 95.00 Mortgage Guaranty In 100191000000000000 2.25 20110201 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G01 79953.34 466.3944833 360 358 6.625 0 0 0.375 7 Jacksonville FL 32257 Single Family 80000 20060301 67.80 No MI 100191000000000000 2.25 20110201 12 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 ALT1
GROUP II G02 184400 1152.5 360 358 7.125 0 0 0.375 7.5 Safety Harbor FL 34695 Condominium 184400 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 168400 1105.125 360 358 7.5 0 0 0.375 7.875 Atlanta GA 30311 Single Family 168400 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP I G01 660000 4812.5 360 357 8.375 0 0 0.375 8.75 Miramar FL 33029 PUD 660000 20060201 80.00 No MI 100191000000000000 2.375 20080101 14.75 1.875 1 First Lien N Y 24 No_PP 360 24 N 20360101 ALT1
GROUP I G01 122400 854.25 360 355 8 0 0 0.375 8.375 Bushnell FL 33513 Single Family 122400 20051201 80.00 No MI 100191000000000000 2.25 20101101 13.375 2 1 First Lien N Y 60 Prepay 360 60 N 20351101 ALT1
GROUP II G01 126815.58 898.9 360 358 7.25 0 0 0.375 7.625 Miramar FL 33023 Condominium 127000 20060301 65.80 No MI 100191000000000000 2.25 20110201 12.625 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 ALT1
GROUP I G01 524000 3766.25 360 358 8.25 0 0 0.375 8.625 Miami Beach FL 33139 Condominium 524000 20060301 80.00 No MI 100191000000000000 2.25 20110201 13.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G02 163749.65 1132.71 360 358 7 0 0 0.375 7.375 Boca Raton FL 33486 Condominium 164000 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 ALT1
GROUP II G01 121423.42 860.68 360 358 7.25 0 0 0.375 7.625 Tallahassee FL 32303 PUD 121600 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G01 149747.23 985.4 360 358 6.5 0 0 0.375 6.875 Delray Beach FL 33445 PUD 150000 20060301 79.37 No MI 100191000000000000 2.25 20110201 11.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 ALT1
GROUP II G02 141383.84 978 360 358 7 0 0 0.375 7.375 Tampa FL 33610 Single Family 141600 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 ALT1
GROUP II G01 240000 1500 360 358 7.125 0 0 0.375 7.5 Lehigh Acres FL 33936 Single Family 240000 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 267700 1868.322917 360 358 8 0 0 0.375 8.375 Fort Myers FL 33908 Single Family 267700 20060301 80.00 No MI 100191000000000000 2.25 20110201 13.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G02 288000 1740 360 357 6.875 0 0 0.375 7.25 Jersey City NJ 7305 2-4 Family 288000 20060201 80.00 No MI 100191000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 438874.87 2922.175176 360 358 7.615 0 0 0.375 7.99 Gaithersburg MD 20879 PUD 440000 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.99 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 299300 2120.041667 360 358 8.125 0 0 0.375 8.5 La Plata MD 20646 PUD 299300 20060301 79.89 No MI 100191000000000000 2.25 20110201 13.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G03 439900 2703.552083 360 358 7 0 0 0.375 7.375 Rockville MD 20853 Single Family 439900 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 372500 2405.729167 360 358 7.375 0 0 0.375 7.75 York PA 17402 PUD 372500 20060301 79.99 No MI 100191000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 368800 2266.583333 360 358 7 0 0 0.375 7.375 Hyannis MA 2601 Condominium 368800 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP II G02 273182.34 1889.69 360 358 7 0 0 0.375 7.375 Salem MA 1970 Single Family 273600 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G01 144000 870 360 355 6.875 0 0 0.375 7.25 Charlotte NC 28215 PUD 144000 20051201 80.00 No MI 100191000000000000 2.25 20101101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351101 ALT1
GROUP II G02 176337.04 1234.82 360 358 7.125 0 0 0.375 7.5 Raleigh NC 27610 PUD 176600 20060301 79.99 No MI 100191000000000000 2.25 20110201 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 155100 1001.6875 360 358 7.375 0 0 0.375 7.75 Mount Holly NC 28120 PUD 155100 20060301 79.98 No MI 100191000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP I G01 284000 1834.166667 360 358 7.375 0 0 0.375 7.75 Charlotte NC 28262 Single Family 284000 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP I G01 198400 1364 360 358 7.875 0 0 0.375 8.25 Greensboro NC 27455 PUD 198400 20060301 80.00 No MI 100191000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP I G01 115200 840 360 358 8.375 0 0 0.375 8.75 Memphis TN 38119 Single Family 115200 20060301 80.00 No MI 100191000000000000 2.25 20110201 13.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 ALT1
GROUP II G03 176000 1081.666667 360 358 7 0 0 0.375 7.375 Medina OH 44256 Single Family 176000 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 ALT1
GROUP II G03 124000 749.1666667 360 358 6.875 0 0 0.375 7.25 Akron OH 44305 Single Family 124000 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 ALT1
GROUP II G02 151150 897.453125 360 358 6.75 0 0 0.375 7.125 Herculaneum MO 63048 PUD 151150 20060301 79.46 No MI 100191000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 ALT1
GROUP I G01 212000 1214.583333 360 358 6.5 0 0 0.375 6.875 Louisville KY 40218 Single Family 212000 20060301 80.00 No MI 100191000000000000 2.25 20090201 11.875 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360201 ALT1
GROUP II G01 167500 1064.322917 360 358 7.25 0 0 0.375 7.625 Hampton GA 30228 PUD 167500 20060301 79.99 No MI 100191000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 ALT1
GROUP I G01 216000 1530 360 357 8.125 0 0 0.375 8.5 Ormond Beach FL 32176 Single Family 216000 20060201 80.00 No MI 100191000000000000 2.25 20110101 13.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 ALT1
GROUP I G01 135200 943.5833333 360 358 8 0 0 0.375 8.375 Houston TX 77064 PUD 135200 20060301 80.00 No MI 100191000000000000 2.25 20110201 13.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G02 129785.47 875.79 360 358 6.75 0 0 0.375 7.125 Mesquite TX 75181 PUD 129994 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G02 274400 1514.916667 360 358 6.25 0 0 0.375 6.625 Beacon NY 12508 Single Family 274400 20060301 80.00 No MI 100191000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 270550 1775.484375 360 358 7.5 0 0 0.375 7.875 Roseville CA 95678 Condominium 270550 20060301 79.99 No MI 100191000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 194800 1278.375 360 358 7.5 0 0 0.375 7.875 Bowie MD 20716 Condominium 194800 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G03 452000 2589.583333 360 358 6.5 0 0 0.375 6.875 Los Angeles CA 90008 Single Family 452000 20060301 80.00 No MI 100191000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 ALT1
GROUP I G01 426400 2798.25 360 358 7.5 0 0 0.375 7.875 Long Beach CA 90814 Single Family 426400 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 100000 500 360 358 5.625 0 0 0.375 6 Loveland CO 80537 Single Family 100000 20060301 59.52 No MI 100095000000000000 2.25 20090201 12 1.875 1 First Lien N Y 36 No_PP 360 36 N 20360201 AFL2
GROUP I G01 559200 3844.5 360 358 7.875 0 0 0.375 8.25 Phoenix AZ 85020 Single Family 559200 20060301 80.00 No MI 100099000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 116000 737.0833333 360 357 7.25 0 0 0.375 7.625 Pensacola FL 32506 Single Family 116000 20060201 80.00 No MI 010006600000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 144625.24 1013.52 360 357 7.125 0 0 0.375 7.5 Columbus GA 31907 Single Family 144950 20060201 79.99 No MI 100191000000000000 2.25 20110101 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 ALT1
GROUP II G01 193539.34 1169.300179 360 358 6.875 0 0 0.375 7.25 Stockbridge GA 30281 Single Family 193600 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP II G01 96800 615.0833333 360 358 7.25 0 0 0.375 7.625 Griffin GA 30224 Single Family 96800 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 ALT1
GROUP II G02 186421.81 1048.622681 360 359 6.375 0 0 0.375 6.75 LAS VEGAS NV 89122 Single Family 186453 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 120000 812.5 360 358 7.75 0 0 0.375 8.125 Atlantic City NJ 8401 Single Family 120000 20060301 80.00 No MI 010007700000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 84000 533.75 360 358 7.25 0 0 0.375 7.625 Tampa FL 33612 Single Family 84000 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 324000 1923.75 360 357 6.75 0 0 0.375 7.125 Lake Arrowhead CA 92352 Condominium 324000 20060201 80.00 No MI 100034000000000000 2.25 20110101 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 577500 4150.78125 360 357 8.25 0 0 0.375 8.625 BRIGANTINE NJ 8203 2-4 Family 577500 20060201 70.00 No MI 100070000000000000 4.25 20080101 13.625 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360101 ALT1
GROUP I G01 259221.35 2022.26 360 355 8.25 0 0 0.375 8.625 PATERSON NJ 7504 2-4 Family 260000 20051201 80.00 No MI 100070000000000000 4.25 20071101 13.625 3.875 1 First Lien N N 0 No_PP 360 24 N 20351101 ALT1
GROUP I G01 164800 1201.666667 360 355 8.375 0 0 0.375 8.75 MOORESTOWN NJ 8057 2-4 Family 164800 20051201 80.00 No MI 100070000000000000 2.25 20071101 13.75 3.875 1 First Lien N Y 120 No_PP 360 24 N 20351101 ALT1
GROUP II G02 249080 1530.804167 360 357 7 0 0 0.375 7.375 APOPKA FL 32712 PUD 249080 20060201 80.00 No MI 100070000000000000 2.75 20110101 13.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 147567.99 1164.32 360 355 8.375 0 0 0.375 8.75 SOMERSET NJ 8873 Single Family 148000 20051201 80.00 No MI 100070000000000000 4.375 20071101 13.75 2.375 1 First Lien N N 0 Prepay 360 24 N 20351101 ALT1
GROUP I G01 215200 1591.583333 360 357 8.5 0 0 0.375 8.875 NEWARK NJ 7106 2-4 Family 215200 20060201 80.00 No MI 100070000000000000 4.25 20080101 15.875 4 2 First Lien N Y 120 No_PP 360 24 N 20360101 ALT1
GROUP I G01 204000 1317.5 360 356 7.375 0 0 0.375 7.75 MT LAUREL NJ 8059 Single Family 204000 20060101 80.00 No MI 100070000000000000 5 20071201 13.75 3.875 2 First Lien N Y 120 No_PP 360 24 N 20351201 ALT1
GROUP I G01 373600 2763.083333 360 357 8.5 0 0 0.375 8.875 MAHWAH NJ 7430 Condominium 373600 20060201 80.00 No MI 100070000000000000 5 20080101 14.875 4.625 2 First Lien N Y 120 No_PP 360 24 N 20360101 ALT1
GROUP I G01 116000 761.25 360 357 7.5 0 0 0.375 7.875 MANCHESTER TWP NJ 8759 PUD 116000 20060201 80.00 No MI 100070000000000000 2.75 20110101 13.875 4.625 2 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 51620.39 393.34 360 357 8 0 0 0.375 8.375 PHILADELPHIA PA 19134 Single Family 51750 20060201 79.62 No MI 100070000000000000 4 20080101 13.375 2.375 1 First Lien N N 0 Prepay 360 24 N 20360101 ALT1
GROUP I G01 101369.61 808.38 360 356 8.5 0 0 0.375 8.875 BUENA VISTA TOW NJ 8094 Single Family 101600 20060101 89.99 PMI 100070000000000000 5 20071201 14.875 3.625 2 First Lien N N 0 No_PP 360 24 N 20351201 ALT1
GROUP I G01 41649.85 324.93 360 355 8.25 0 0 0.375 8.625 CAMDEN SC 29020 Single Family 41775 20051201 76.65 No MI 100070000000000000 4.25 20071101 13.625 4.625 1 First Lien N N 0 No_PP 360 24 N 20351101 ALT1
GROUP I G01 168000 1050 360 356 7.125 0 0 0.375 7.5 CHARLESTON SC 29403 Single Family 168000 20060101 80.00 No MI 100070000000000000 3.125 20071201 12.5 3.875 1 First Lien N Y 120 No_PP 360 24 N 20351201 ALT1
GROUP I G01 98800 679.25 360 356 7.875 0 0 0.375 8.25 CHARLESTON SC 29403 Single Family 98800 20060101 80.00 No MI 100070000000000000 3.875 20071201 13.25 2.75 1 First Lien N Y 120 No_PP 360 24 N 20351201 ALT1
GROUP I G01 85600 490.4166667 360 356 6.5 0 0 0.375 6.875 WINTER HAVEN FL 33881 Single Family 85600 20060101 80.00 No MI 100070000000000000 2.5 20071201 11.875 3.5 1 First Lien N Y 120 Prepay 360 24 N 20351201 ALT1
GROUP I G01 101159.49 653.3217063 360 356 7.375 0 0 0.375 7.75 COLUMBIA SC 29229 Single Family 101200 20060101 80.00 No MI 100070000000000000 5 20071201 13.75 2.125 2 First Lien N Y 120 No_PP 360 24 N 20351201 ALT1
GROUP I G01 168000 1207.5 360 357 8.25 0 0 0.375 8.625 LAKE WORTH FL 33463 Single Family 168000 20060201 80.00 No MI 100070000000000000 5 20080101 13.625 4.625 1 First Lien N Y 120 Prepay 360 24 N 20360101 ALT1
GROUP I G01 277741.04 2165.37 360 357 8.25 0 0 0.375 8.625 MICCO FL 32976 Single Family 278400 20060201 80.00 No MI 100070000000000000 5 20080101 13.625 4.625 1 First Lien N N 0 No_PP 360 24 N 20360101 ALT1
GROUP I G01 181760 1230.666667 360 357 7.75 0 0 0.375 8.125 TAVARES FL 32778 PUD 181760 20060201 80.00 No MI 100070000000000000 5 20080101 14.125 4.625 2 First Lien N Y 120 No_PP 360 24 N 20360101 ALT1
GROUP I G01 46902.31 340.79 360 357 7.5 0 0 0.375 7.875 WILLIAMSPORT PA 17701 2-4 Family 47000 20060201 78.33 No MI 100070000000000000 5 20080101 13.875 4.625 2 First Lien N N 0 No_PP 360 24 N 20360101 ALT1
GROUP I G01 396000 2970 360 356 8.625 0 0 0.375 9 JERSEY CITY NJ 7307 2-4 Family 396000 20060101 80.00 No MI 100070000000000000 4.625 20071201 14 4.625 1 First Lien N Y 120 No_PP 360 24 N 20351201 ALT1
GROUP I G01 379765.74 2333.976944 360 356 7 0 0 0.375 7.375 BELLEVILLE NJ 7109 2-4 Family 380000 20060101 80.00 No MI 100070000000000000 3 20071201 12.375 4.25 1 First Lien N Y 120 No_PP 360 24 N 20351201 ALT1
GROUP I G01 139999.36 860.4127333 360 356 7 0 0 0.375 7.375 NEWARK NJ 7108 2-4 Family 140000 20060101 80.00 No MI 100070000000000000 3 20071201 12.375 2.625 1 First Lien N Y 120 No_PP 360 24 N 20351201 ALT1
GROUP I G01 199510.17 1537.83 360 356 8.125 0 0 0.375 8.5 ELIZABETH NJ 7201 2-4 Family 200000 20060101 80.00 No MI 100070000000000000 4.125 20071201 13.5 2.625 1 First Lien N N 0 No_PP 360 24 N 20351201 ALT1
GROUP I G01 287905.5 1889.379844 360 357 7.5 0 0 0.375 7.875 NORTH ARLINGTON NJ 7031 2-4 Family 288000 20060201 80.00 No MI 100070000000000000 3.5 20080101 13.875 3.125 2 First Lien N Y 120 No_PP 360 24 N 20360101 ALT1
GROUP I G01 118720 618.3333333 360 357 5.875 0 0 0.375 6.25 EASTON PA 18042 2-4 Family 118720 20060201 80.00 No MI 100070000000000000 2.25 20080101 11.25 3.125 1 First Lien N Y 120 Prepay 360 24 N 20360101 ALT1
GROUP I G01 199614.74 1502.54 360 357 7.875 0 0 0.375 8.25 ALLENTOWN PA 18103 2-4 Family 200000 20060201 80.00 No MI 100070000000000000 5 20080101 14.25 1.875 2 First Lien N N 0 Prepay 360 24 N 20360101 ALT1
GROUP I G01 183900 1206.84375 360 356 7.5 0 0 0.375 7.875 FITCHBURG MA 1420 Condominium 183900 20060101 79.99 No MI 100070000000000000 5 20071201 13.875 4.625 2 First Lien N Y 120 Prepay 360 24 N 20351201 ALT1
GROUP I G01 265583.33 1383.24651 360 357 5.875 0 0 0.375 6.25 ROXBURY MA 2119 Condominium 265600 20060201 80.00 No MI 100070000000000000 5 20080101 12.25 4.625 2 First Lien N Y 120 No_PP 360 24 N 20360101 ALT1
GROUP I G01 123767.17 942.49 360 357 8 0 0 0.375 8.375 GARDNER MA 1440 2-4 Family 124000 20060201 80.00 No MI 100070000000000000 2.75 20110101 14.375 4.625 2 First Lien N N 0 Prepay 360 60 N 20360101 ALT1
GROUP I G01 260000 1679.166667 360 356 7.375 0 0 0.375 7.75 BURLINGTON MA 1803 Single Family 260000 20060101 80.00 No MI 100070000000000000 3.375 20071201 12.75 2.375 1 First Lien N Y 120 Prepay 360 24 N 20351201 ALT1
GROUP I G01 216960 1514.2 360 356 8 0 0 0.375 8.375 HARDWICK MA 1037 2-4 Family 216960 20060101 80.00 No MI 100070000000000000 4 20071201 13.375 3 1 First Lien N Y 120 Prepay 360 24 N 20351201 ALT1
GROUP I G01 219920 1489.041667 360 356 7.75 0 0 0.375 8.125 NORWICH CT 6360 2-4 Family 219920 20060101 80.00 No MI 100070000000000000 3.75 20071201 13.125 3.625 1 First Lien N Y 120 Prepay 360 24 N 20351201 ALT1
GROUP I G01 155402.12 1211.6 360 356 8.25 0 0 0.375 8.625 SPRINGFIELD MA 1108 2-4 Family 155774 20060101 80.00 No MI 100070000000000000 4.25 20071201 13.625 3.375 1 First Lien N N 0 Prepay 360 24 N 20351201 ALT1
GROUP I G01 187889.99 1213.456185 360 356 7.375 0 0 0.375 7.75 BOSTON MA 2124 Condominium 188000 20060101 80.00 No MI 100070000000000000 3.375 20071201 12.75 3.875 1 First Lien N Y 120 Prepay 360 24 N 20351201 ALT1
GROUP I G01 292800 2104.5 360 355 8.25 0 0 0.375 8.625 LAWRENCE MA 1841 2-4 Family 292800 20051201 80.00 No MI 100070000000000000 4.25 20071101 13.625 3 1 First Lien N Y 120 Prepay 360 24 N 20351101 ALT1
GROUP I G01 345600 2268 360 356 7.5 0 0 0.375 7.875 GLOUCESTER MA 1930 Single Family 345600 20060101 80.00 No MI 100070000000000000 3.5 20071201 13.875 3.875 2 First Lien N Y 120 Prepay 360 24 N 20351201 ALT1
GROUP I G01 156720 1044.8 360 357 7.625 0 0 0.375 8 RUTLAND VT 5701 2-4 Family 156720 20060201 80.00 No MI 100070000000000000 3.625 20080101 14 3.125 2 First Lien N Y 120 No_PP 360 24 N 20360101 ALT1
GROUP I G01 144320 947.1 360 357 7.5 0 0 0.375 7.875 AUBURN ME 4210 2-4 Family 144320 20060201 80.00 No MI 100070000000000000 3.5 20080101 12.875 3.25 1 First Lien N Y 120 No_PP 360 24 N 20360101 ALT1
GROUP I G01 126837.39 911.28 360 356 7.375 0 0 0.375 7.75 WILLIAMSTOWN NJ 8094 Single Family 127200 20060101 80.00 No MI 100070000000000000 3.375 20071201 12.75 3.125 1 First Lien N N 0 No_PP 360 24 N 20351201 ALT1
GROUP I G01 315677.62 1907.218954 360 357 6.875 0 0 0.375 7.25 EAST BRUNSWICK NJ 8816 Single Family 316000 20060201 80.00 No MI 100070000000000000 5 20080101 13.25 3 2 First Lien N Y 120 No_PP 360 24 N 20360101 ALT1
GROUP I G01 369600 2464 360 358 7.625 0 0 0.375 8 San Diego CA 92113 Single Family 369600 20060301 80.00 No MI 100256000000000000 2.25 20110201 13 4.625 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 900000 5906.25 360 357 7.5 0 0 0.375 7.875 Albuquerque NM 87122 Single Family 900000 20060201 75.00 No MI 100034000000000000 2.25 20110101 13.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 118850 792.3333333 360 358 7.625 0 0 0.375 8 Tucson AZ 85706 Single Family 118850 20060301 74.98 No MI 100185000000000000 2.25 20110201 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 256449.99 1335.677031 360 353 5.875 0 0 0.375 6.25 Winter Park FL 32789 Condominium 256450 20051001 79.99 No MI 100014000000000000 2.375 20070901 11.25 1.875 1 First Lien N Y 120 No_PP 360 24 N 20350901 AFL2
GROUP I G01 182000 1194.375 360 358 7.5 0 0 0.375 7.875 SAHUARITA AZ 85629 Single Family 182000 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.875 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 309067 1996.057708 360 358 7.375 0 0 0.375 7.75 KISSIMMEE FL 34747 PUD 309067 20060301 70.00 No MI 100057000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 171296 1052.756667 360 358 7 0 0 0.375 7.375 KISSIMMEE FL 34747 Condominium 171296 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 276315.99 1583.060359 360 359 6.5 0 0 0.375 6.875 LAS VEGAS NV 89148 PUD 276416 20060401 95.00 GE Capital MI 100057000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 454794.05 2463.467771 360 357 6.125 0 0 0.375 6.5 San Diego CA 92114 2-4 Family 455000 20060201 65.00 No MI 100034000000000000 2.25 20110101 12.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 330400 2065 360 357 7.125 0 0 0.375 7.5 Jackson CA 95642 Single Family 330400 20060201 80.00 No MI 100034000000000000 2.25 20110101 13.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 121350 809 360 358 7.625 0 0 0.375 8 Tucson AZ 85706 Single Family 121350 20060301 74.22 No MI 100185000000000000 2.25 20110201 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 57000 362.1875 360 357 7.25 0 0 0.375 7.625 Baltimore MD 21213 Single Family 57000 20060201 69.51 No MI 100034000000000000 2.25 20110101 13.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 877808 5577.738333 360 357 7.25 0 0 0.375 7.625 Chula Vista CA 91914 PUD 877808 20060201 80.00 No MI 100034000000000000 2.25 20110101 13.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 478400 2940.166667 360 357 7 0 0 0.375 7.375 Waikoloa HI 96738 PUD 478400 20060201 80.00 No MI 100034000000000000 2.25 20110101 13.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 60900 361.59375 360 358 6.75 0 0 0.375 7.125 Richmond VA 23223 Single Family 60900 20060301 70.00 No MI 100185000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 277869 1534.068438 360 358 6.25 0 0 0.375 6.625 PEORIA AZ 85383 Single Family 277869 20060301 80.00 No MI 100057000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 475291.25 3328.27 360 358 7.125 0 0 0.375 7.5 ARLINGTON MA 2474 2-4 Family 476000 20060301 80.00 No MI 100103000000000000 2.25 20110201 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 96800 665.5 360 357 7.875 0 0 0.375 8.25 GRIFFIN GA 30224 Single Family 96800 20060201 80.00 No MI 100032000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 219880 1374.25 360 358 7.125 0 0 0.375 7.5 Colorado Springs CO 80922 Single Family 219880 20060301 80.00 No MI 100261000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 260000 1706.25 360 358 7.5 0 0 0.375 7.875 ROSEMOUNT MN 55068 Single Family 260000 20060301 80.00 No MI 100113000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 220000 1237.5 360 358 6.375 0 0 0.375 6.75 GERMANTOWN MD 20874 Condominium 220000 20060301 80.00 No MI 100213000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 283200 1917.5 360 359 7.75 0 0 0.375 8.125 STERLING VA 20164 Condominium 283200 20060401 80.00 No MI 100213000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 50925 344.8046875 360 358 7.75 0 0 0.375 8.125 Lansing MI 48906 Single Family 50925 20060301 75.00 No MI 100203000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 174290.9 1295.81 360 358 7.75 0 0 0.375 8.125 Ocala FL 34473 Single Family 174520 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 342800 2106.791667 360 357 7 0 0 0.375 7.375 ROMOLAND CA 92585 PUD 342800 20060201 80.00 No MI 100063000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 264000 1457.5 360 358 6.25 0 0 0.375 6.625 Fort Washington MD 20744 Single Family 264000 20060301 80.00 No MI 100039000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 146944 918.4 360 357 7.125 0 0 0.375 7.5 TUCSON AZ 85746 Single Family 146944 20060201 80.00 No MI 100063000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G01 202308 1264.425 360 357 7.125 0 0 0.375 7.5 TUCSON AZ 85757 PUD 202308 20060201 80.00 No MI 100063000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 399461.43 2935.06 360 358 7.625 0 0 0.375 8 Henderson NV 89014 Single Family 400000 20060301 80.00 No MI 100420000000000000 2.25 20110201 14 1.875 2 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 230150 1318.567708 360 357 6.5 0 0 0.375 6.875 MARANA AZ 85653 PUD 230150 20060201 80.00 No MI 100063000000000000 2.375 20080101 11.875 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP II G01 194847.9 1177.206063 360 357 6.875 0 0 0.375 7.25 Atlanta GA 30311 Single Family 195000 20060201 65.00 No MI 100034000000000000 2.25 20110101 13.25 2 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G02 198050 1237.8125 360 358 7.125 0 0 0.375 7.5 WOODSTOCK GA 30188 PUD 198050 20060301 79.99 No MI 100293000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 230750 1514.296875 360 358 7.5 0 0 0.375 7.875 PALMDALE CA 93550 Condominium 230750 20060301 65.00 No MI 100311000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 100000 645.8333333 360 358 7.375 0 0 0.375 7.75 NORTH RICHLAND HILLS TX 76180 Single Family 100000 20060301 78.13 No MI 100061000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 102400 704 360 357 7.875 0 0 0.375 8.25 Yeadon PA 19050 Single Family 102400 20060201 80.00 No MI 100034000000000000 2.25 20110101 14.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 143999.92 899.9995 360 358 7.125 0 0 0.375 7.5 WESTFORD MA 1886 Condominium 144000 20060301 80.00 No MI 100095000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 167454.23 1230.38 360 358 7.625 0 0 0.375 8 YUMA AZ 85365 Single Family 167680 20060301 80.00 No MI 100414000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 81900 511.875 360 357 7.125 0 0 0.375 7.5 Decatur GA 30034 Single Family 81900 20060201 70.00 No MI 100034000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 96800 665.5 360 357 7.875 0 0 0.375 8.25 Griffin GA 30224 Single Family 96800 20060201 80.00 No MI 100032000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 81600 535.5 360 358 7.5 0 0 0.375 7.875 SAN ANTONIO TX 78216 Single Family 81600 20060301 80.00 No MI 100204000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 160000 1050 360 358 7.5 0 0 0.375 7.875 Phoenix AZ 85032 Single Family 160000 20060301 80.00 No MI 100101000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 151920 1044.45 360 357 7.875 0 0 0.375 8.25 HAMPTON GA 30228 Single Family 151920 20060201 80.00 No MI 100032000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 120000 825 360 357 7.875 0 0 0.375 8.25 GRIFFIN GA 30224 Single Family 120000 20060201 80.00 No MI 100032000000000000 2.25 20110101 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 136720 783.2916667 360 357 6.5 0 0 0.375 6.875 LAWRENCEVILLE GA 30043 Single Family 136720 20060201 80.00 No MI 100032000000000000 2.25 20110101 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 123520 810.6 360 357 7.5 0 0 0.375 7.875 STOCKBRIDGE GA 30281 PUD 123520 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 94552 571.2516667 360 357 6.875 0 0 0.375 7.25 UNION CITY GA 30291 PUD 94552 20060201 80.00 No MI 100003000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 94320 589.5 360 357 7.125 0 0 0.375 7.5 MCDONOUGH GA 30253 PUD 94320 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 115872 748.34 360 357 7.375 0 0 0.375 7.75 Riverdale GA 30296 Single Family 115872 20060201 80.00 No MI 100032000000000000 2.25 20090101 13.75 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360101 AFL2
GROUP II G01 93352 573.7258333 360 357 7 0 0 0.375 7.375 UNION CITY GA 30291 PUD 93352 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 291970.29 1794.400741 360 356 7 0 0 0.375 7.375 SEATTLE WA 98155 Single Family 292000 20060101 80.00 No MI 100016000000000000 2.25 20101201 13.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP I G01 303991.48 1994.944088 360 356 7.5 0 0 0.375 7.875 MESA AZ 85210 Single Family 304000 20060101 80.00 No MI 100101000000000000 5 20071201 13.875 1.875 2 First Lien N Y 60 Prepay 360 24 N 20351201 AFL2
GROUP II G01 119710.41 808.46 360 357 6.75 0 0 0.375 7.125 JAY NY 12941 Single Family 120000 20060201 76.92 No MI 2.75 20110101 12.125 4.625 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 247200 1622.25 360 356 7.5 0 0 0.375 7.875 HARRISON NJ 7029 2-4 Family 247200 20060101 75.00 No MI 4 20071201 13.875 2.375 1 First Lien N Y 120 No_PP 360 24 N 20351201 ALT1
GROUP I G01 95897.77 672.55 360 356 7.125 0 0 0.375 7.5 EWING NJ 8618 Single Family 96186 20060101 70.00 No MI 3.625 20071201 13.5 3.625 1 First Lien N N 0 No_PP 360 24 N 20351201 ALT1
GROUP II G01 231750 1472.578125 360 358 7.25 0 0 0.375 7.625 Pittsburg CA 94565 Single Family 231750 20060301 75.00 No MI 100238000000000000 2.25 20110201 12.625 3.25 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 276800 1528.166667 360 358 6.25 0 0 0.375 6.625 Henderson NV 89015 PUD 276800 20060301 80.00 No MI 100195000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 338400 2150.25 360 357 7.25 0 0 0.375 7.625 NORTH BERGEN NJ 7047 Single Family 338400 20060201 80.00 No MI 2.75 20110101 12.625 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360101 ALT1
GROUP I G01 276000 1782.5 360 356 7.375 0 0 0.375 7.75 PARAMOUNT CA 90723 Single Family 276000 20060101 80.00 No MI 2.75 20101201 12.75 2.375 1 First Lien N Y 120 Prepay 360 60 N 20351201 ALT1
GROUP I G01 168000 1102.5 360 357 7.5 0 0 0.375 7.875 RICHMOND VA 23060 Single Family 168000 20060201 80.00 No MI 2.75 20110101 12.875 2.375 1 First Lien N Y 120 Prepay 360 60 N 20360101 ALT1
GROUP II G02 213882.59 1444.45 360 357 6.75 0 0 0.375 7.125 FORKED RIVER NJ 8731 Single Family 214400 20060201 80.00 No MI 2.75 20110101 12.125 2.375 1 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G01 234500 1490.052083 360 358 7.25 0 0 0.375 7.625 Indio CA 92203 Single Family 234500 20060301 70.00 No MI 100173000000000000 2.25 20110201 12.625 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 425840 2838.933333 360 359 7.625 0 0 0.375 8 Myrtle Beach SC 29579 PUD 425840 20060401 80.00 No MI 100035000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 600000 4062.5 360 358 7.75 0 0 0.375 8.125 North Hills CA 91343 Single Family 600000 20060301 80.00 No MI 100240000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 216000 1395 360 358 7.375 0 0 0.375 7.75 BAKERSFIELD CA 93305 Single Family 216000 20060301 80.00 No MI 100414000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 369567 2232.800625 360 358 6.875 0 0 0.375 7.25 AURORA CO 80016 PUD 369567 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 257040 1686.825 360 358 7.5 0 0 0.375 7.875 Little Falls MN 56345 Single Family 257040 20060301 80.00 No MI 100113000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 204000 1147.5 360 358 6.375 0 0 0.375 6.75 ATL GA 30311 Single Family 204000 20060301 80.00 No MI 100293000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 82392 514.95 360 358 7.125 0 0 0.375 7.5 DANDRIDGE TN 37725 Single Family 82392 20060301 80.00 No MI 010021300000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 98128 582.635 360 357 6.75 0 0 0.375 7.125 UNION CITY GA 30291 PUD 98128 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 121512 772.1075 360 357 7.25 0 0 0.375 7.625 Covington GA 30016 PUD 121512 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 470555.06 2809.81 360 351 5.5 0 0 0.375 5.875 LAKE FOREST CA 92630 PUD 475000 20050801 68.05 No MI 100163000000000000 2.75 20120701 11.875 1.875 2 First Lien N N 0 No_PP 360 84 N 20350701 ADN1
GROUP II G02 34701.92 218.36 360 351 6 0 0 0.375 6.375 WATERFORD TOWNSHIP MI 48328 Condominium 35000 20050801 57.38 No MI 100163000000000000 2.75 20100701 12.375 2.375 2 First Lien N N 0 No_PP 360 60 N 20350701 ADN1
GROUP II G01 66248.17 395.59 360 351 5.5 0 0 0.375 5.875 RALEIGH NC 27616 Single Family 66874 20050801 75.00 No MI 100163000000000000 2.75 20100701 11.875 2.375 2 First Lien N N 0 No_PP 360 60 N 20350701 ADN1
GROUP II G01 81846.92 501.28 360 352 5.75 0 0 0.375 6.125 MOREHEAD CITY NC 28557 Condominium 82500 20050901 75.00 No MI 100163000000000000 2.75 20100801 12.125 2.375 2 First Lien N N 0 No_PP 360 60 N 20350801 ADN1
GROUP II G03 871941.75 5399.84 360 354 5.875 0 0 0.375 6.25 WRIGHTSVILLE BEACH NC 28480 Condominium 877000 20051101 64.96 No MI 100163000000000000 2.75 20101001 12.25 2.375 2 First Lien N N 0 No_PP 360 60 N 20351001 ADN1
GROUP II G03 602806.99 3596.55 360 352 5.5 0 0 0.375 5.875 CARY NC 27513 PUD 608000 20050901 79.17 No MI 100163000000000000 2.75 20100801 11.875 2.375 2 First Lien N N 0 No_PP 360 60 N 20350801 ADN1
GROUP I G01 44511.83 283.17 360 353 6.125 0 0 0.375 6.5 DETROIT MI 48214 2-4 Family 44800 20051001 70.00 No MI 2.75 20120901 12.5 2.375 2 First Lien N N 0 No_PP 360 84 N 20350901 ADN1
GROUP I G01 640435.6 3335.602083 360 354 5.875 0 0 0.375 6.25 HENDERSON NV 89052 PUD 640500 20051101 70.00 No MI 100163000000000000 2.75 20121001 12.25 2.375 2 First Lien N Y 120 No_PP 360 84 N 20351001 ADN1
GROUP II G03 566960 3011.975 360 353 6 0 0 0.375 6.375 SAN DIEGO CA 92101 Condominium 566960 20051001 80.00 No MI 100163000000000000 2.75 20100901 12.375 2.375 2 First Lien N Y 120 No_PP 360 60 N 20350901 ADN1
GROUP I G01 435287.61 2590.94 360 354 5.5 0 0 0.375 5.875 PLYMOUTH MN 55447 Single Family 438000 20051101 60.00 No MI 100163000000000000 2.75 20121001 11.875 2.375 2 First Lien N N 0 No_PP 360 84 N 20351001 ADN1
GROUP II G01 74660.72 524.42 360 354 7.125 0 0 0.375 7.5 MILWAUKEE WI 53206 Single Family 75000 20051101 75.00 No MI 100163000000000000 2.75 20101001 13.5 2.375 2 First Lien N N 0 No_PP 360 60 N 20351001 ADN1
GROUP II G03 540422.27 4585.53 180 174 5.375 0 0 0.375 5.75 HARTLAND WI 53029 Single Family 552200 20051101 52.34 No MI 100163000000000000 2.75 20101001 11.75 2.375 2 First Lien N N 0 No_PP 180 60 N 20201001 ADN1
GROUP II G03 726302.11 3555.85408 360 353 5.5 0 0 0.375 5.875 SARASOTA FL 34242 Condominium 738750 20051001 75.00 No MI 100163000000000000 2.75 20100901 11.875 2.375 2 First Lien N Y 120 No_PP 360 60 N 20350901 ADN1
GROUP II G02 448000 2566.666667 360 355 6.5 0 0 0.375 6.875 STATEN ISLAND NY 10314 2-4 Family 448000 20051201 80.00 No MI 100163000000000000 2.75 20101101 12.875 2.375 2 First Lien N Y 120 No_PP 360 60 N 20351101 ADN1
GROUP II G03 498750 3013.28125 360 354 6.875 0 0 0.375 7.25 MIAMI FL 33156 Single Family 498750 20051101 75.00 No MI 2.75 20101001 13.25 2.375 2 First Lien N Y 120 No_PP 360 60 N 20351001 ADN1
GROUP II G03 557483.56 2787.4178 360 354 5.625 0 0 0.375 6 LOS ANGELES CA 90005 Single Family 559200 20051101 80.00 No MI 100163000000000000 2.75 20101001 12 2.375 2 First Lien N Y 120 No_PP 360 60 N 20351001 ADN1
GROUP II G03 514835.96 3061.21 360 355 5.5 0 0 0.375 5.875 LOS ANGELES CA 90041 Single Family 517500 20051201 75.00 No MI 100163000000000000 2.75 20101101 11.875 2.375 2 First Lien N N 0 No_PP 360 60 N 20351101 ADN1
GROUP II G03 447147.04 2626.08 360 354 5.375 0 0 0.375 5.75 LA QUINTA CA 92253 Condominium 450000 20051101 59.21 No MI 100254000000000000 2.75 20101001 11.75 2.375 2 First Lien N N 0 No_PP 360 60 N 20351001 ADN1
GROUP II G03 461250 2258.203125 360 354 5.5 0 0 0.375 5.875 BERKELEY CA 94709 Condominium 461250 20051101 75.00 No MI 100163000000000000 2.75 20101001 11.875 2.375 2 First Lien N Y 120 No_PP 360 60 N 20351001 ADN1
GROUP II G01 425319.19 2916.31 360 354 6.875 0 0 0.375 7.25 ANN ARBOR MI 48104 2-4 Family 427500 20051101 75.00 No MI 100163000000000000 2.75 20101001 13.25 2.375 2 First Lien N N 0 No_PP 360 60 N 20351001 ADN1
GROUP II G03 490000 2552.083333 360 354 5.875 0 0 0.375 6.25 FT LAUDERDALE FL 33316 Single Family 490000 20051101 70.00 No MI 100163000000000000 2.75 20101001 12.25 2.375 2 First Lien N Y 120 No_PP 360 60 N 20351001 ADN1
GROUP II G03 650000 3317.708333 360 354 5.75 0 0 0.375 6.125 DELRAY BEACH FL 33446 PUD 650000 20051101 74.22 No MI 100163000000000000 2.75 20101001 12.125 2.375 2 First Lien N Y 120 No_PP 360 60 N 20351001 ADN1
GROUP II G03 490000 2552.083333 360 354 5.875 0 0 0.375 6.25 SAUSALITO CA 94965 Single Family 490000 20051101 70.00 No MI 100163000000000000 2.75 20101001 12.25 2.375 2 First Lien N Y 120 No_PP 360 60 N 20351001 ADN1
GROUP I G01 442400 2350.25 360 354 6 0 0 0.375 6.375 PANAMA CITY FL 32407 Condominium 442400 20051101 70.00 No MI 100163000000000000 2.75 20121001 12.375 2.375 2 First Lien N Y 120 No_PP 360 84 N 20351001 ADN1
GROUP I G01 656421.22 3555.614942 360 355 6.125 0 0 0.375 6.5 TAVERNIER FL 33070 Single Family 656600 20051201 70.00 No MI 100163000000000000 2.75 20121101 12.5 2.375 2 First Lien N Y 120 No_PP 360 84 N 20351101 ADN1
GROUP II G01 231000 1179.0625 360 354 5.75 0 0 0.375 6.125 STAMFORD CT 6905 Condominium 231000 20051101 60.00 No MI 100163000000000000 2.75 20101001 12.125 2.375 2 First Lien N Y 120 No_PP 360 60 N 20351001 ADN1
GROUP I G01 219287.69 1393.71 360 354 6.125 0 0 0.375 6.5 FAIRBURN GA 30213 Single Family 220500 20051101 75.00 No MI 100163000000000000 2.75 20121001 12.5 2.375 2 First Lien N N 0 No_PP 360 84 N 20351001 ADN1
GROUP II G03 1680000 8575 360 354 5.75 0 0 0.375 6.125 WILMINGTON NC 28405 PUD 1680000 20051101 60.00 No MI 100163000000000000 2.75 20101001 12.125 2.375 2 First Lien N Y 120 No_PP 360 60 N 20351001 ADN1
GROUP I G01 427000 2090.520833 360 354 5.5 0 0 0.375 5.875 SAN JOSE CA 95117 Single Family 427000 20051101 58.49 No MI 100163000000000000 2.75 20121001 11.875 2.375 2 First Lien N Y 120 No_PP 360 84 N 20351001 ADN1
GROUP II G03 620024 3358.463333 360 354 6.125 0 0 0.375 6.5 SCOTTSDALE AZ 85255 PUD 620024 20051101 80.00 No MI 100163000000000000 2.75 20101001 12.5 2.375 2 First Lien N Y 120 No_PP 360 60 N 20351001 ADN1
GROUP I G01 470000 2643.75 360 354 6.375 0 0 0.375 6.75 NEW ROCHELLE NY 10804 Single Family 470000 20051101 74.02 No MI 100163000000000000 2.75 20121001 12.75 2.375 2 First Lien N Y 120 No_PP 360 84 N 20351001 ADN1
GROUP II G03 581291.11 3413.91 360 354 5.375 0 0 0.375 5.75 BOCA RATON FL 33487 Condominium 585000 20051101 65.00 No MI 100210000000000000 2.75 20101001 11.75 2.375 2 First Lien N N 0 No_PP 360 60 N 20351001 ADN1
GROUP II G03 450000 2250 360 355 5.625 0 0 0.375 6 OKATIE SC 29909 PUD 450000 20051201 62.07 No MI 100163000000000000 2.75 20101101 12 2.375 2 First Lien N Y 120 No_PP 360 60 N 20351101 ADN1
GROUP II G03 584999.97 2376.562378 360 354 4.5 0 0 0.375 4.875 HUNTINGTON BEACH CA 92646 Single Family 585000 20051101 65.00 No MI 100163000000000000 2.75 20101001 10.875 2.375 2 First Lien N Y 120 No_PP 360 60 N 20351001 ADN1
GROUP I G01 422429.51 2548.09 360 354 5.625 0 0 0.375 6 OAK GROVE MN 55011 Single Family 425000 20051101 67.68 No MI 100163000000000000 2.75 20121001 12 2.375 2 First Lien N N 0 No_PP 360 84 N 20351001 ADN1
GROUP II G03 875000 4010.416667 360 354 5.125 0 0 0.375 5.5 OSPREY FL 34229 PUD 875000 20051101 70.00 No MI 100163000000000000 2.75 20101001 11.5 2.375 2 First Lien N Y 120 No_PP 360 60 N 20351001 ADN1
GROUP II G03 498607.47 3087.83 360 354 5.875 0 0 0.375 6.25 CAVE CREEK AZ 85331 Single Family 501500 20051101 60.06 No MI 100130000000000000 2.75 20101001 12.25 2.375 2 First Lien N N 0 No_PP 360 60 N 20351001 ADN1
GROUP II G01 138090.68 946.52 360 354 6.875 0 0 0.375 7.25 BRAINBRIDGE GA 39819 Single Family 138750 20051101 75.00 No MI 100163000000000000 2.75 20101001 13.25 2.375 2 First Lien N N 0 No_PP 360 60 N 20351001 ADN1
GROUP II G02 326400 1734 360 355 6 0 0 0.375 6.375 PALMDALE CA 93550 Single Family 326400 20051201 80.00 No MI 100163000000000000 2.75 20101101 12.375 2.375 2 First Lien N Y 120 No_PP 360 60 N 20351101 ADN1
GROUP II G03 1000000 4583.333333 360 355 5.125 0 0 0.375 5.5 PLEASANTON CA 94566 PUD 1000000 20051201 48.31 No MI 100163000000000000 2.75 20101101 11.5 2.375 2 First Lien N Y 120 No_PP 360 60 N 20351101 ADN1
GROUP I G01 247500 1675.78125 360 358 7.75 0 0 0.375 8.125 COCONUT GROVE FL 33133 Condominium 247500 20060301 75.00 No MI 100203000000000000 2.25 20110201 13.125 2.375 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 137419.37 1021.68 360 358 7.75 0 0 0.375 8.125 Lilburn GA 30047 Single Family 137600 20060301 80.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 146422 808.3714583 360 357 6.25 0 0 0.375 6.625 CORNELIUS NC 28031 PUD 146422 20060201 80.00 No MI 100032000000000000 2.25 20110101 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 712000 4450 360 358 7.125 0 0 0.375 7.5 GRANITE BAY CA 95746 PUD 712000 20060301 80.00 No MI 100240000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 50916.16 339.3 360 358 6.625 0 0 0.375 7 Livingston CA 95334 Single Family 51000 20060301 18.41 No MI 100173000000000000 2.25 20110201 12 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 208000 1430 360 358 7.875 0 0 0.375 8.25 Las Vegas NV 89129 Single Family 208000 20060301 80.00 No MI 100173000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G04 975000 5078.125 360 356 5.875 0 0 0.375 6.25 Tybee Island GA 31328 Single Family 975000 20060101 65.00 No MI 100229000000000000 2.25 20151201 12.25 1.875 2 First Lien N Y 120 No_PP 360 120 N 20351201 AFL2
GROUP II G03 585000 3534.375 360 358 6.875 0 0 0.375 7.25 ENGLEWOOD CO 80111 Single Family 585000 20060301 46.80 No MI 100076000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 74100 463.125 360 358 7.125 0 0 0.375 7.5 Villa Park IL 60181 PUD 74100 20060301 65.00 No MI 100425000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 347900 2138.135417 360 358 7 0 0 0.375 7.375 ROCKVILLE MD 20851 Single Family 347900 20060301 80.00 No MI 100031000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 799632 5330.88 360 358 7.625 0 0 0.375 8 Roswell GA 30076 Single Family 800000 20060301 80.00 No MI 1001487-0000015919 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 485359.99 3286.291599 360 358 7.75 0 0 0.375 8.125 Myrtle Beach SC 29579 PUD 485360 20060301 80.00 No MI 100035000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 232000 1329.166667 360 358 6.5 0 0 0.375 6.875 GLENDALE AZ 85303 Single Family 232000 20060301 80.00 No MI 100071000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 174020 1015.116667 360 358 6.625 0 0 0.375 7 SURPRISE AZ 85379 PUD 174020 20060301 80.00 No MI 100189000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 200000 1250 360 358 7.125 0 0 0.375 7.5 MESA AZ 85207 PUD 200000 20060301 80.00 No MI 100414000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 254866.59 1407.075966 360 352 6.25 0 0 0.375 6.625 DAVENPORT FL 33896 PUD 254950 20050901 74.99 No MI 100010000000000000 2.25 20100801 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20350801 AFL2
GROUP II G03 1673700 9937.59375 360 359 6.75 0 0 0.375 7.125 NEW CANAAN CT 6840 Single Family 1673700 20060401 65.00 No MI 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 118312 764.0983333 360 358 7.375 0 0 0.375 7.75 College Park GA 30349 Single Family 118312 20060301 80.00 No MI 100032000000000000 2.25 20090201 13.75 1.875 1 First Lien N Y 60 No_PP 360 36 N 20360201 AFL2
GROUP I G01 384000 2520 360 358 7.5 0 0 0.375 7.875 BROCKTON MA 2301 2-4 Family 384000 20060301 75.00 No MI 100103000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 132858.83 918.32 360 359 7 0 0 0.375 7.375 Palm Bay FL 32907 PUD 132960 20060401 80.00 No MI 1004291-0000010483 2.25 20110301 12.375 1.875 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 385649.64 2329.966575 360 358 6.875 0 0 0.375 7.25 Upper Marlboro MD 20722 PUD 385650 20060301 79.99 No MI 100031000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 99865.37 733.76 360 358 7.625 0 0 0.375 8 Katy TX 77449 PUD 100000 20060301 80.00 No MI 100266000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 166400 953.3333333 360 358 6.5 0 0 0.375 6.875 Piscataway NJ 8854 Single Family 166400 20060301 57.38 No MI 100234000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 128000 866.6666667 360 358 7.75 0 0 0.375 8.125 PLEASANTVILLE NJ 8232 Single Family 128000 20060301 80.00 No MI 100204000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 144000 840 360 358 6.625 0 0 0.375 7 LAS VEGAS NV 89109 Single Family 144000 20060301 80.00 No MI 100199000000000000 2.25 20110201 12 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 164000 922.5 360 358 6.375 0 0 0.375 6.75 Colorado Springs CO 80904 Single Family 164000 20060301 80.00 No MI 100125000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 197600 1255.583333 360 358 7.25 0 0 0.375 7.625 FRESNO CA 93705 Single Family 197600 20060301 80.00 No MI 100183000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 273600 1738.5 360 358 7.25 0 0 0.375 7.625 GILBERT AZ 85296 PUD 273600 20060301 79.99 No MI 100047000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 264000 1457.5 360 355 6.25 0 0 0.375 6.625 Queen Creek AZ 85242 PUD 264000 20051201 80.00 No MI 100039000000000000 5 20081101 12.625 1.875 2 First Lien N Y 60 Prepay 360 36 N 20351101 AFL2
GROUP II G01 106960 657.3583333 360 359 7 0 0 0.375 7.375 Oldsmar FL 34677 Single Family 106960 20060401 70.00 No MI 010023800000000000 2.25 20110301 12.375 4.625 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 354400 2067.333333 360 356 6.625 0 0 0.375 7 Marietta GA 30068 Single Family 354400 20060106 80.00 No MI 100039000000000000 2.75 20101206 13 1.875 2 First Lien N Y 120 Prepay 360 60 N 20351206 AFL2
GROUP II G02 569250 3557.8125 360 358 7.125 0 0 0.375 7.5 LOS ANGELES CA 90006 2-4 Family 569250 20060301 75.00 No MI 100311000000000000 2.25 20110201 12.5 2.375 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 229412 1553.310417 360 358 7.75 0 0 0.375 8.125 Indian Trail NC 28079 PUD 229412 20060301 78.90 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 292000 1855.416667 360 358 7.25 0 0 0.375 7.625 Paterson NJ 7501 2-4 Family 292000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 172495.22 1060.126873 360 358 7 0 0 0.375 7.375 CASTLE ROCK CO 80104 Single Family 172500 20060301 75.00 No MI 100414000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 386316 2494.9575 360 358 7.375 0 0 0.375 7.75 Clearwater FL 33764 Condominium 386316 20060301 80.00 No MI 100238000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 156000 1072.5 360 357 7.875 0 0 0.375 8.25 COVINGTON GA 30014 PUD 156000 20060201 80.00 No MI 100032000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 138927 955.123125 360 357 7.875 0 0 0.375 8.25 HAMPTON GA 30228 PUD 138927 20060201 80.00 No MI 1000321-0000060824 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 148953 1024.051875 360 357 7.875 0 0 0.375 8.25 Fairburn GA 30213 PUD 148953 20060201 80.00 No MI 100032000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 155748 1070.7675 360 357 7.875 0 0 0.375 8.25 HAMPTON GA 30228 PUD 155748 20060201 80.00 No MI 100032000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 121600 836 360 358 7.875 0 0 0.375 8.25 ATLANTA GA 30314 Single Family 121600 20060301 80.00 No MI 100185000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 253600 1400.083333 360 355 6.25 0 0 0.375 6.625 Las Vegas NV 89123 PUD 253600 20051201 80.00 No MI 100039000000000000 2.25 20101101 12.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20351101 AFL2
GROUP II G02 325600 1933.25 360 358 6.75 0 0 0.375 7.125 ALEXANDRIA VA 22309 PUD 325600 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 42000 284.375 360 356 7.75 0 0 0.375 8.125 Hollister MO 65672 Single Family 42000 20060101 80.00 No MI 100039000000000000 5 20071201 14.125 1.875 2 First Lien N Y 60 No_PP 360 24 N 20351201 AFL2
GROUP II G02 104752.77 716.29 360 357 6.875 0 0 0.375 7.25 Chicago IL 60617 Single Family 105000 20060201 75.00 No MI 100221000000000000 2.25 20110101 12.25 4.625 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP I G01 417000 2823.4375 360 358 7.75 0 0 0.375 8.125 Stanton CA 90680 Single Family 417000 20060301 74.46 No MI 100386000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 161000 972.7083333 360 358 6.875 0 0 0.375 7.25 Apache Junction AZ 85220 PUD 161000 20060301 70.00 No MI 100185000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 219200 1484.166667 360 357 7.75 0 0 0.375 8.125 Grayslake IL 60030 Single Family 219200 20060201 80.00 No MI 100099000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 315000 2100 360 358 7.625 0 0 0.375 8 Las Vegas NV 89138 Single Family 315000 20060301 70.00 No MI 100256000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 166688 937.62 360 359 6.375 0 0 0.375 6.75 JACKSONVILLE FL 32224 PUD 166688 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 201127.99 1298.951602 360 358 7.375 0 0 0.375 7.75 APPLE VALLEY CA 92308 PUD 201128 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 583340 3342.052083 360 359 6.5 0 0 0.375 6.875 BRENTWOOD CA 94513 Single Family 583340 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 308969.99 1995.431185 360 358 7.375 0 0 0.375 7.75 BONITA SPRINGS FL 34135 PUD 308970 20060301 90.00 GE Capital MI 100057000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 233399.97 1045.437366 360 354 5 0 0 0.375 5.375 Pompano Beach FL 33062 Single Family 233400 20051101 78.32 No MI 100014000000000000 2.375 20071001 10.375 1.875 1 First Lien N Y 120 No_PP 360 24 N 20351001 AFL2
GROUP I G01 86911.49 694.29 360 353 8.5 0 0 0.375 8.875 Olive Branch MS 38654 Single Family 87261.6 20051001 80.00 No MI 100014000000000000 2.375 20070901 13.875 1.875 1 First Lien N N 0 No_PP 360 24 N 20350901 AFL2
GROUP I G01 82725.9 660.86 360 353 8.5 0 0 0.375 8.875 Olive Branch MS 38654 Single Family 83059.2 20051001 80.00 No MI 100014000000000000 2.375 20070901 13.875 2 1 First Lien N N 0 No_PP 360 24 N 20350901 AFL2
GROUP I G01 156000 877.5 360 353 6.375 0 0 0.375 6.75 West Palm Beach FL 33406 Single Family 156000 20051001 80.00 No MI 100014000000000000 2.375 20070901 11.75 2 1 First Lien N Y 120 No_PP 360 24 N 20350901 AFL2
GROUP I G01 132000 907.5 360 358 7.875 0 0 0.375 8.25 ASBURY PARK NJ 7712 Single Family 132000 20060301 80.00 No MI 100386000000000000 2.25 20110201 13.25 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G01 71200 430.1666667 360 358 6.875 0 0 0.375 7.25 CHARLOTTE NC 28208 PUD 71200 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G01 185000 1117.708333 360 358 6.875 0 0 0.375 7.25 DENVER CO 80211 Single Family 185000 20060301 77.08 No MI 100386000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G01 220000 1397.916667 360 358 7.25 0 0 0.375 7.625 LAKE COMO NJ 7719 Single Family 220000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 259308.02 1664.81 360 357 6.25 0 0 0.375 6.625 SURPRISE AZ 85387 Single Family 260000 20060201 56.52 No MI 100386000000000000 2.375 20080101 11.625 1.875 1 First Lien N N 0 No_PP 360 24 N 20360101 WALN
GROUP II G01 173280 1083 360 358 7.125 0 0 0.375 7.5 KINGMAN AZ 86409 Single Family 173280 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.5 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G02 231850 1183.401042 360 353 5.75 0 0 0.375 6.125 DAVENPORT FL 33897 PUD 231850 20051001 74.99 No MI 100010000000000000 2.25 20100901 11.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20350901 AFL2
GROUP I G01 520000 3412.5 360 353 7.5 0 0 0.375 7.875 WINCHESTER CA 92596 Manufactured Home 520000 20051001 80.00 No MI 100114000000000000 2.375 20070901 12.875 1.875 1 First Lien N Y 120 Prepay 360 24 N 20350901 AFL2
GROUP II G02 171601.96 1116.88 360 356 6.5 0 0 0.25 6.75 CREST HILL IL 60435 PUD 172200 20060101 80.00 No MI 2.25 20101201 11.75 1.875 2 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP II G02 163470.75 1104.89 360 356 6.875 0 0 0.25 7.125 BERWYN IL 60402 Single Family 164000 20060101 80.00 No MI 2.25 20101201 12.125 2 2 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP I G01 116144.12 823.87 360 357 7.375 0 0 0.25 7.625 CHICAGO IL 60634 Condominium 116400 20060201 80.00 No MI 2.25 20090101 13.625 2 2 First Lien N N 0 No_PP 360 36 N 20360101 ALT1
GROUP I G01 192000 1000 360 356 6 0 0 0.25 6.25 CHICAGO IL 60638 Single Family 192000 20060101 80.00 No MI 2.25 20081201 12.25 2 2 First Lien N Y 36 No_PP 360 36 N 20351201 ALT1
GROUP II G02 108524.23 714.73 360 357 6.625 0 0 0.25 6.875 GLENDALE HEIGHTS IL 60139 Condominium 108800 20060201 80.00 No MI 2.25 20110101 11.875 2 2 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G02 211474 1410.44 360 357 6.75 0 0 0.25 7 PLAINFIELD IL 60586 PUD 212000 20060201 80.00 No MI 2.25 20110101 12 2 2 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 119505.34 729.13 360 357 5.875 0 0 0.25 6.125 GLENVIEW IL 60025 Condominium 120000 20060201 80.00 No MI 2.25 20090101 12.125 2 2 First Lien N N 0 No_PP 360 36 N 20360101 ALT1
GROUP II G02 119710.41 808.46 360 357 6.875 0 0 0.25 7.125 HIGHLAND IN 46322 Single Family 120000 20060201 80.00 No MI 2.25 20110101 12.125 2 2 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 115720.07 781.51 360 357 6.875 0 0 0.25 7.125 GALENA IL 61036 Townhouse 116000 20060201 80.00 No MI 2.25 20090101 13.125 2 2 First Lien N N 0 No_PP 360 36 N 20360101 ALT1
GROUP II G02 76623.63 530.43 360 357 7.125 0 0 0.25 7.375 NORTHLAKE IL 60164 Condominium 76800 20060201 80.00 No MI 2.25 20110101 12.375 2 2 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G02 252143.37 1639.65 360 357 6.5 0 0 0.25 6.75 LYONS IL 60534 Single Family 252800 20060201 80.00 No MI 2.25 20110101 11.75 2 2 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 187419.87 1203.27 360 357 6.375 0 0 0.25 6.625 MILWAUKEE WI 53213 Single Family 187920 20060201 79.97 No MI 2.25 20090101 12.625 2 2 First Lien N N 0 No_PP 360 36 N 20360101 ALT1
GROUP II G02 280771.82 1872.61 360 357 6.75 0 0 0.25 7 PLAINFIELD IL 60544 Single Family 281468 20060201 80.00 No MI 2.25 20110101 12 2 2 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G02 131297.77 908.92 360 357 7.125 0 0 0.25 7.375 PALATINE IL 60038 Condominium 131600 20060201 80.00 No MI 2.25 20110101 12.375 2 2 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G02 272091.42 1769.37 360 357 6.5 0 0 0.25 6.75 SAINT CHARLES IL 60174 Single Family 272800 20060201 80.00 No MI 2.25 20110101 11.75 2 2 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G02 135592.01 915.71 360 357 6.875 0 0 0.25 7.125 BOLINGBROOK IL 60440 Townhouse 135920 20060201 80.00 No MI 2.25 20110101 12.125 2 2 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G01 450961.85 3121.85 360 357 7.125 0 0 0.25 7.375 ELMWOOD PARK IL 60707 2-4 Family 452000 20060201 80.00 No MI 2.25 20110101 12.375 2 2 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G01 187683.22 1235.02 360 358 6.625 0 0 0.25 6.875 CHICAGO IL 60641 Single Family 188000 20060301 52.22 No MI 2.25 20110201 11.875 2 2 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G02 222415.28 1445.07 360 358 6.5 0 0 0.25 6.75 WHEATON IL 60187 Single Family 222800 20060301 80.00 No MI 2.25 20110201 11.75 2 2 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G02 137600 774 360 358 6.5 0 0 0.25 6.75 PALATINE IL 60074 Condominium 137600 20060301 80.00 No MI 2.25 20110201 11.75 2 2 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G01 239575.35 1536.74 360 358 6.375 0 0 0.25 6.625 SYCAMORE IL 60178 Single Family 240000 20060301 80.00 No MI 2.25 20110201 11.625 2 2 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G02 263600 1482.75 360 358 6.5 0 0 0.25 6.75 NAPERVILLE IL 60564 Single Family 263600 20060301 41.06 No MI 2.25 20110201 11.75 2 2 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G02 63920 409.28 360 359 6.375 0 0 0.25 6.625 GLENDALE HEIGHTS IL 60139 Condominium 63920 20060401 80.00 No MI 2.25 20110301 11.625 2 2 First Lien N N 0 No_PP 360 60 N 20360301 ALT1
GROUP II G02 175679.49 1156.19 360 358 6.625 0 0 0.25 6.875 BOLINGBROOK IL 60440 Single Family 176000 20060301 80.00 No MI 2.25 20110201 11.875 2 2 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP I G01 219096.2 1301.38 360 356 5.625 0 0 0.25 5.875 ARLINGTON HEIGHTS IL 60005 Condominium 220000 20060101 80.00 No MI 2.25 20081201 11.875 2 2 First Lien N N 0 No_PP 360 36 N 20351201 ALT1
GROUP II G02 175176.24 1098.01 360 355 6.125 0 0 0.25 6.375 LINDENHURST IL 60046 Condominium 176000 20051201 80.00 No MI 2.25 20101101 11.375 2 2 First Lien N N 0 No_PP 360 60 N 20351101 ALT1
GROUP II G02 167594.58 1131.84 360 357 6.875 0 0 0.25 7.125 BERWYN IL 60402 Single Family 168000 20060201 80.00 No MI 2.25 20110101 12.125 2 2 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G02 159457.71 1051.08 360 356 6.625 0 0 0.25 6.875 CHICAGO IL 60639 Single Family 160000 20060101 80.00 No MI 2.25 20101201 11.875 2 2 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP II G02 219455.85 1463.66 360 357 6.75 0 0 0.25 7 CHICAGO IL 60624 2-4 Family 220000 20060201 80.00 No MI 2.25 20110101 12 2 2 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G02 220051.64 1450.49 360 356 6.625 0 0 0.25 6.875 CHICAGO IL 60632 Single Family 220800 20060101 80.00 No MI 2.25 20101201 11.875 2 2 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP I G01 252000 1286.25 360 356 5.875 0 0 0.25 6.125 RIVER GROVE IL 60171 Single Family 252000 20060101 80.00 No MI 2.25 20081201 12.125 2 2 First Lien N Y 60 No_PP 360 36 N 20351201 ALT1
GROUP II G02 66977.75 447.08 360 356 6.75 0 0 0.25 7 ROCKFORD IL 61107 Single Family 67200 20060101 80.00 No MI 2.25 20101201 12 2 2 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP I G01 137011.76 802.99 360 356 5.5 0 0 0.25 5.75 NAPERVILLE IL 60563 Condominium 137600 20060101 80.00 No MI 2.25 20081201 11.75 2 2 First Lien N N 0 No_PP 360 36 N 20351201 ALT1
GROUP I G01 158600 776.4791667 360 356 5.625 0 0 0.25 5.875 SCHAUMBURG IL 60193 Condominium 158600 20060101 80.00 No MI 2.25 20081201 11.875 2 2 First Lien N Y 60 No_PP 360 36 N 20351201 ALT1
GROUP II G02 63777.73 415.1 360 356 6.5 0 0 0.25 6.75 LOCKPORT IL 60441 Single Family 64000 20060101 80.00 No MI 2.25 20101201 11.75 2 2 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP II G02 202112.63 1332.25 360 356 6.625 0 0 0.25 6.875 CHICAGO IL 60638 Single Family 202800 20060101 80.00 No MI 2.25 20101201 11.875 2 2 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP II G02 117290.52 772.54 360 357 6.625 0 0 0.25 6.875 WORTH IL 60482 Condominium 117600 20060201 80.00 No MI 2.25 20110101 11.875 2 2 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G02 121250.04 788.69 360 357 6.5 0 0 0.25 6.75 PALOS HILLS IL 60465 Townhouse 121600 20060201 80.00 No MI 2.25 20110101 11.75 2 2 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP I G01 277594.97 1359.058707 360 355 5.625 0 0 0.25 5.875 ROMEOVILLE IL 60446 Single Family 277600 20051201 80.00 No MI 2.25 20081101 11.875 2 2 First Lien N Y 60 No_PP 360 36 N 20351101 ALT1
GROUP I G01 40657.8 295.82 360 355 7.625 0 0 0.25 7.875 MIDLOTHIAN IL 60445 Condominium 40800 20051201 80.00 No MI 2.25 20101101 12.875 2 2 First Lien N N 0 No_PP 360 60 N 20351101 ALT1
GROUP II G02 149775.22 1000.61 360 355 6.75 0 0 0.25 7 MAYWOOD IL 60153 Single Family 150400 20051201 80.00 No MI 2.25 20101101 12 2 2 First Lien N N 0 No_PP 360 60 N 20351101 ALT1
GROUP II G02 381710.16 2646.66 360 355 7.125 0 0 0.25 7.375 CHICAGO IL 60622 2-4 Family 383200 20051201 80.00 No MI 2.25 20101101 12.375 2 2 First Lien N N 0 No_PP 360 60 N 20351101 ALT1
GROUP II G02 318466 1970.29 360 355 6 0 0 0.25 6.25 PALOS HILLS IL 60465 Single Family 320000 20051201 80.00 No MI 2.25 20101101 11.25 2 2 First Lien N N 0 No_PP 360 60 N 20351101 ALT1
GROUP II G02 113006.14 681.08 360 355 5.75 0 0 0.25 6 JOLIET IL 60435 Condominium 113600 20051201 80.00 No MI 2.25 20101101 11 2 2 First Lien N N 0 No_PP 360 60 N 20351101 ALT1
GROUP I G01 215475.11 1333.1 360 355 6 0 0 0.25 6.25 MONTGOMERY IL 60538 Single Family 216513 20051201 80.00 No MI 2.25 20081101 12.25 2 2 First Lien N N 0 No_PP 360 36 N 20351101 ALT1
GROUP I G01 165000 790.625 360 355 5.5 0 0 0.25 5.75 CHICAGO IL 60634 Single Family 165000 20051201 57.89 No MI 2.25 20081101 11.75 2 2 First Lien N Y 36 No_PP 360 36 N 20351101 ALT1
GROUP I G01 304800 1492.25 360 356 5.625 0 0 0.25 5.875 CHICAGO IL 60631 Single Family 304800 20060101 80.00 No MI 2.25 20081201 11.875 2 2 First Lien N Y 36 No_PP 360 36 N 20351201 ALT1
GROUP II G02 131465.94 889.3 360 355 6.875 0 0 0.25 7.125 CHICAGO IL 60707 Condominium 132000 20051201 80.00 No MI 2.25 20101101 12.125 2 2 First Lien N N 0 No_PP 360 60 N 20351101 ALT1
GROUP I G01 313173.63 1435.379138 360 355 5.25 0 0 0.25 5.5 CHICAGO IL 60631 Single Family 313200 20051201 80.00 No MI 2.25 20081101 11.5 2 2 First Lien N Y 36 No_PP 360 36 N 20351101 ALT1
GROUP I G01 159156.74 933.71 360 355 5.5 0 0 0.25 5.75 ADDISON IL 60101 Single Family 160000 20051201 80.00 No MI 2.25 20081101 11.75 2 2 First Lien N N 0 No_PP 360 36 N 20351101 ALT1
GROUP II G02 75669.15 492.93 360 355 6.5 0 0 0.25 6.75 NORTHLAKE IL 60164 Condominium 76000 20051201 80.00 No MI 2.25 20101101 11.75 2 2 First Lien N N 0 No_PP 360 60 N 20351101 ALT1
GROUP II G01 129235.01 883.69 360 357 7 0 0 0.25 7.25 BROADVIEW IL 60155 Single Family 129540 20060201 68.18 No MI 2.25 20110101 12.25 2 2 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G02 151459.13 973.27 360 356 6.375 0 0 0.25 6.625 CHICAGO IL 60629 Single Family 152000 20060101 80.00 No MI 2.25 20101201 11.625 2 2 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP I G01 153030.54 883.54 480 477 6.125 0 0 0.25 6.375 CHICAGO IL 60615 Condominium 153240 20060201 80.00 No MI 2.75 20090101 12.375 2 2 First Lien N N 0 No_PP 480 36 N 20460101 ALT1
GROUP II G02 211298.8 1410.44 360 356 6.75 0 0 0.25 7 CHICAGO IL 60636 2-4 Family 212000 20060101 80.00 No MI 2.25 20101201 12 2 2 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP II G02 185209.72 1221.88 360 355 6.625 0 0 0.25 6.875 BRIDGEVIEW IL 60455 Single Family 186000 20051201 80.00 No MI 2.25 20101101 11.875 2 2 First Lien N N 0 No_PP 360 60 N 20351101 ALT1
GROUP II G02 288490.35 1784.84 360 355 6 0 0 0.25 6.25 DES PLAINES IL 60016 Condominium 289880 20051201 80.00 No MI 2.25 20101101 11.25 2 2 First Lien N N 0 No_PP 360 60 N 20351101 ALT1
GROUP II G01 230914.16 1447.37 360 355 6.125 0 0 0.25 6.375 CICERO IL 60804 2-4 Family 232000 20051201 80.00 No MI 2.25 20101101 11.375 2 2 First Lien N N 0 No_PP 360 60 N 20351101 ALT1
GROUP II G01 233474.62 1599.02 360 355 7 0 0 0.25 7.25 CICERO IL 60804 2-4 Family 234400 20051201 80.00 No MI 2.25 20101101 12.25 2 2 First Lien N N 0 No_PP 360 60 N 20351101 ALT1
GROUP II G02 197859.03 1254.02 360 357 6.25 0 0 0.25 6.5 BERWYN IL 60402 Single Family 198400 20060201 80.00 No MI 2.25 20110101 11.5 2 2 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G02 125289.37 835.61 360 357 6.75 0 0 0.25 7 CARPENTERSVILLE IL 60110 Single Family 125600 20060201 80.00 No MI 2.25 20110101 12 2 2 First Lien N N 0 No_PP 360 60 N 20360101 ALT1
GROUP II G02 129061.81 862.23 360 355 6.75 0 0 0.25 7 CHICAGO IL 60625 Condominium 129600 20051201 80.00 No MI 2.25 20101101 12 2 2 First Lien N N 0 No_PP 360 60 N 20351101 ALT1
GROUP II G02 205479.39 1321.6 360 355 6.375 0 0 0.25 6.625 CHICAGO IL 60629 Single Family 206400 20051201 80.00 No MI 2.25 20101101 11.625 2 2 First Lien N N 0 No_PP 360 60 N 20351101 ALT1
GROUP II G02 94438.84 622.5 360 356 6.625 0 0 0.25 6.875 CHICAGO IL 60615 Townhouse 94760 20060101 80.00 No MI 2.25 20101201 11.875 2 2 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP II G01 124705.04 766.4163917 360 356 7.125 0 0 0.25 7.375 PLAINFIELD IL 60544 PUD 124800 20060101 80.00 No MI 2.25 20101201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20351201 ALT1
GROUP I G01 297911.53 1722.36 360 356 5.375 0 0 0.25 5.625 CHICAGO IL 60656 Single Family 299200 20060101 80.00 No MI 2.25 20081201 11.625 2 2 First Lien N N 0 No_PP 360 36 N 20351201 ALT1
GROUP I G01 205424.57 1285.17 360 357 6.125 0 0 0.25 6.375 CHICAGO IL 60653 2-4 Family 206000 20060201 80.00 No MI 2.25 20090101 12.375 2 2 First Lien N N 0 No_PP 360 36 N 20360101 ALT1
GROUP I G01 312000 1592.5 360 356 5.875 0 0 0.25 6.125 HARWOOD HEIGHTS IL 60706 Single Family 312000 20060101 80.00 No MI 2.25 20081201 12.125 2 2 First Lien N Y 36 No_PP 360 36 N 20351201 ALT1
GROUP II G02 168893.2 1141.54 360 356 6.875 0 0 0.25 7.125 CHICAGO IL 60647 Condominium 169440 20060101 80.00 No MI 2.25 20101201 12.125 2 2 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP I G01 416000 1993.333333 360 353 5.375 0 0 0.375 5.75 MANASSAS VA 20110 Single Family 416000 20051001 80.00 No MI 100015000000000000 2.25 20120901 11.75 2 1 First Lien N Y 84 Prepay 360 84 N 20350901 CHEV
GROUP II G03 464000 2271.666667 360 352 5.5 0 0 0.375 5.875 DUMFRIES VA 22026 PUD 464000 20050901 80.00 No MI 100015000000000000 2.25 20100801 11.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20350801 CHEV
GROUP I G01 349184.7 1745.9235 360 356 5.625 0 0 0.375 6 CULPEPER VA 22701 Single Family 349472 20060101 79.00 No MI 100015000000000000 2.25 20121201 12 1.875 1 First Lien N Y 84 Prepay 360 84 N 20351201 CHEV
GROUP I G01 424000 2031.666667 360 349 5.375 0 0 0.375 5.75 GAITHERSBURG MD 20878 PUD 425000 20050601 74.30 No MI 100015000000000000 2.25 20120501 11.75 1.875 1 First Lien N Y 84 Prepay 360 84 N 20350501 CHEV
GROUP II G04 258234.27 1264.271947 360 350 5.5 0 0 0.375 5.875 POINT PLEASANT BOROUGH NJ 8742 2-4 Family 260500 20050701 56.63 No MI 100015000000000000 2.25 20150601 11.875 1.875 1 First Lien N Y 120 Prepay 360 120 N 20350601 CHEV
GROUP II G04 480000 2300 360 350 5.375 0 0 0.375 5.75 ACWORTH GA 30101 PUD 480000 20050701 78.69 No MI 100015000000000000 2.25 20150601 11.75 1.875 1 First Lien N Y 120 Prepay 360 120 N 20350601 CHEV
GROUP I G01 560000 2683.333333 360 351 5.375 0 0 0.375 5.75 ARNOLD MD 21012 PUD 560000 20050801 80.00 No MI 100015000000000000 2.25 20120701 11.75 1.875 1 First Lien N Y 84 Prepay 360 84 N 20350701 CHEV
GROUP II G04 431280.5 2156.4025 360 351 5.625 0 0 0.375 6 FAIRFAX STATION VA 22039 PUD 431500 20050801 47.31 No MI 100015000000000000 2.25 20150701 12 1.875 1 First Lien N Y 120 Prepay 360 120 N 20350701 CHEV
GROUP II G04 405000 2235.9375 360 355 6.25 0 0 0.375 6.625 SILVER SPRING MD 20901 Single Family 405000 20051201 79.41 No MI 100015000000000000 2.25 20151101 12.625 1.875 1 First Lien N Y 120 Prepay 360 120 N 20351101 CHEV
GROUP II G02 296250 1789.84375 360 356 6.875 0 0 0.375 7.25 Northampton Township PA 18966 Single Family 296250 20060101 75.00 No MI 100076000000000000 2.25 20101201 12.25 2 1 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP I G01 69802.68 492.47 360 258 5.875 0 0 0.375 6.25 COATESVILLE IN 46121 Single Family 82106 19971101 94.37 Republic MIC 2.5 20070401 12 1.875 1 First Lien N N 0 No_PP 360 102 N 20271001 CALA
GROUP I G01 211510 1145.679167 360 357 6.125 0 0 0.375 6.5 LAS VEGAS NV 89129 Single Family 211510 20060201 80.00 No MI 2.375 20080101 11.5 2.125 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP II G02 175200 1058.5 360 358 6.875 0 0 0.375 7.25 ANNAPOLIS MD 21401 Single Family 175200 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.25 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 239992 1499.95 360 357 7.125 0 0 0.375 7.5 NORTH LAS VEGAS NV 89115 PUD 239992 20060201 80.00 No MI 2.375 20080101 12.5 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP I G01 325909.85 2228.53 360 357 6.875 0 0 0.375 7.25 MENIFEE CA 92584 Single Family 326679 20060201 80.00 No MI 100063000000000000 2.375 20080101 13.25 2 1 First Lien N N 0 No_PP 360 24 N 20360101 AFL2
GROUP I G01 102596.89 763.29 360 357 7.75 0 0 0.375 8.125 LEANDER TX 78641 PUD 102800 20060201 80.00 No MI 100204000000000000 2.25 20110101 13.125 2 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP II G01 192500 1183.072917 360 358 7 0 0 0.375 7.375 Las Vegas NV 89121 Single Family 192500 20060301 70.00 No MI 100199000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 114392 607.7075 360 357 6 0 0 0.375 6.375 Riverdale GA 30296 Single Family 114392 20060201 80.00 No MI 100032000000000000 2.25 20090101 12.375 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360101 AFL2
GROUP I G01 179400 971.75 360 357 6.125 0 0 0.375 6.5 Tucson AZ 85739 Single Family 179400 20060201 65.00 No MI 100101000000000000 2.375 20080101 11.5 1.875 1 First Lien N Y 120 Prepay 360 24 N 20360101 AFL2
GROUP II G01 351919.99 1906.233279 360 358 6.125 0 0 0.375 6.5 SPRING HILL TN 37174 Single Family 351920 20060301 80.00 No MI 100021000000000000 2.25 20110201 11.5 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 323343.44 2377.4 360 357 7.625 0 0 0.375 8 REVERE MA 2151 2-4 Family 324000 20060201 80.00 No MI 100103000000000000 2.25 20110101 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G02 343000 1965.104167 360 357 6.5 0 0 0.375 6.875 FT WASHINGTON MD 20744 Single Family 343000 20060201 68.94 No MI 100028000000000000 2.25 20110101 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 494400 3038.5 360 359 7 0 0 0.375 7.375 Bowie MD 20720 PUD 494400 20060401 80.00 No MI 010026400000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 325000 1692.708333 360 359 5.875 0 0 0.375 6.25 Glendale AZ 85305 PUD 325000 20060401 60.19 No MI 100200000000000000 2.25 20110301 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 238800 1442.75 360 357 6.875 0 0 0.375 7.25 DISTRICT HEIGHTS MD 20747 Single Family 238800 20060201 80.00 No MI 100031000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 312000 2015 360 358 7.375 0 0 0.375 7.75 Fremont CA 94536 Condominium 312000 20060301 80.00 No MI 100172000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 228000 1425 360 358 7.125 0 0 0.375 7.5 FARMINGTON NM 87402 Single Family 228000 20060301 80.00 No MI 100414000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 224000 1400 360 358 7.125 0 0 0.375 7.5 CALEXICO CA 92231 Single Family 224000 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 159659.03 1146.26 360 357 7.375 0 0 0.375 7.75 LAS VEGAS NV 89104 Single Family 160000 20060201 80.00 No MI 100183000000000000 2.25 20110101 12.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP II G01 183750 1167.578125 360 358 7.25 0 0 0.375 7.625 Randallstown MD 21133 Single Family 183750 20060301 75.00 No MI 100173000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 375992 2349.95 360 358 7.125 0 0 0.375 7.5 Selbyville DE 19975 PUD 375992 20060301 80.00 No MI 100289000000000000 2.25 20110201 13.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 256000 1626.666667 360 358 7.25 0 0 0.375 7.625 Baltimore MD 21217 2-4 Family 256000 20060301 80.00 No MI 100289000000000000 2.25 20110201 13.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 225000 1289.0625 360 358 6.5 0 0 0.375 6.875 Anaheim CA 92805 Single Family 225000 20060301 38.79 No MI 100196000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 261600 1635 360 357 7.125 0 0 0.375 7.5 NORCROSS GA 30093 2-4 Family 261600 20060201 79.88 No MI 100022000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 122400 777.75 360 357 7.25 0 0 0.375 7.625 Colorado Springs CO 80906 Single Family 122400 20060201 80.00 No MI 100266000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 223920 1236.225 360 357 6.25 0 0 0.375 6.625 LAS VEGAS NV 89123 PUD 223920 20060201 79.97 No MI 100063000000000000 2.375 20080101 11.625 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP I G01 238348.82 1588.992133 360 358 7.625 0 0 0.375 8 Gaithersburg MD 20879 PUD 238500 20060301 90.00 United Guaranty 100102000000000000 2.25 20110201 13 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 843710.09 5836.21 360 358 7 0 0 0.375 7.375 WESTWOOD MA 2090 Single Family 845000 20060301 65.00 No MI 2.25 20110201 12.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 343992 1791.625 360 357 5.875 0 0 0.375 6.25 LAS VEGAS NV 89120 Single Family 343992 20060201 80.00 No MI 2.375 20080101 11.25 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP I G01 43492.83 323.36 360 358 7.75 0 0 0.375 8.125 LYNCHBURG VA 24504 2-4 Family 43550 20060301 65.00 No MI 100425000000000000 2.25 20110201 13.125 2 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 81250 490.8854167 360 358 6.875 0 0 0.375 7.25 Chicago IL 60621 Single Family 81250 20060301 65.00 No MI 100425000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 178437.39 1170.995372 360 358 7.5 0 0 0.375 7.875 Chicago IL 60624 2-4 Family 178750 20060301 65.00 No MI 000100425000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 168676.99 1036.660668 360 357 7 0 0 0.375 7.375 Lawrenceville GA 30045 PUD 168677 20060201 80.00 No MI 100021000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G03 488000 2999.166667 360 357 7 0 0 0.375 7.375 Elk Grove CA 95757 Single Family 488000 20060201 80.00 No MI 100022000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G01 95784.91 671.25 360 357 7.125 0 0 0.375 7.5 BAKERSFIELD CA 93306 Single Family 96000 20060201 80.00 No MI 100245000000000000 2.25 20110101 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP II G03 491131.99 3018.415355 360 357 7 0 0 0.375 7.375 Bristow VA 20136 PUD 491132 20060201 80.00 No MI 100218000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G04 184636.56 1000.1147 360 356 6.125 0 0 0.375 6.5 Suwanee GA 30024 PUD 184933 20060101 80.00 No MI 100032000000000000 2.25 20151201 11.5 1.875 1 First Lien N Y 120 No_PP 360 120 N 20351201 AFL2
GROUP I G01 153318.87 1181.05 360 357 8.125 0 0 0.375 8.5 Dillon CO 80435 Condominium 153600 20060201 80.00 No MI 100266000000000000 2.375 20080101 13.5 2 1 First Lien N N 0 No_PP 360 24 N 20360101 AFL2
GROUP I G01 173345.29 1119.521665 360 357 7.375 0 0 0.375 7.75 ODENTON MD 21113 Condominium 173500 20060201 79.99 No MI 100028000000000000 2.25 20110101 12.75 2 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 113500 744.84375 360 357 7.5 0 0 0.375 7.875 Covington GA 30014 Single Family 113500 20060201 79.99 No MI 100022000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G02 158050 1004.276042 360 357 7.25 0 0 0.375 7.625 MARICOPA AZ 85239 PUD 158050 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 133361.5 652.9156771 360 357 5.5 0 0 0.375 5.875 SANFORD FL 32771 PUD 136844 20060201 65.00 No MI 100057000000000000 2.25 20110101 10.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 340000 2195.833333 360 357 7.375 0 0 0.375 7.75 BAKERSFIELD CA 93311 Single Family 340000 20060201 80.00 No MI 100183000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 185057 1233.713333 360 358 7.625 0 0 0.375 8 Las Vegas NV 89109 Condominium 185057 20060301 80.00 No MI 100195000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 256000 1546.666667 360 358 6.875 0 0 0.375 7.25 Grand Terrace CA 92313 Single Family 256000 20060301 77.58 No MI 100080000000000000 2.25 20090201 13.25 2 1 First Lien N Y 120 No_PP 360 36 N 20360201 AFL2
GROUP I G01 255520 1703.466667 360 357 7.625 0 0 0.375 8 BONITA SPRINGS FL 34135 PUD 255520 20060201 80.00 No MI 100057000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 447023.36 2421.376533 360 357 6.125 0 0 0.375 6.5 LAKE ELSINORE CA 92532 PUD 447024 20060201 80.00 No MI 100057000000000000 2.25 20110101 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 167150 922.8072917 360 356 6.25 0 0 0.375 6.625 Phoenix AZ 85032 Single Family 167150 20060101 80.00 No MI 100039000000000000 2.25 20101201 12.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP II G01 230750 1322.005208 360 357 6.5 0 0 0.375 6.875 LAS VEGAS NV 89129 Condominium 230750 20060201 79.99 No MI 100177000000000000 2.25 20110101 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 322613 1680.276042 360 360 5.875 0 0 0.375 6.25 ROMOLAND CA 92585 PUD 322613 20060501 80.00 No MI 100063000000000000 2.25 20110401 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 293832 1714.02 360 360 6.625 0 0 0.375 7 HENDERSON NV 89052 Single Family 293832 20060501 80.00 No MI 100063000000000000 2.25 20110401 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 80000 558.3333333 360 360 8 0 0 0.375 8.375 ATLANTA GA 30318 Single Family 80000 20060501 80.00 No MI 100185000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 394050 2585.953125 360 360 7.5 0 0 0.375 7.875 Remington VA 22734 Single Family 394050 20060501 80.00 No MI 100028000000000000 2.25 20110401 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 218050 1476.380208 360 359 7.75 0 0 0.375 8.125 Lumberton NJ 8048 Townhouse 218050 20060401 79.99 No MI 100028000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 271992 1473.29 360 359 6.125 0 0 0.375 6.5 HENDERSON NV 89074 Single Family 271992 20060401 80.00 No MI 100063000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 170000 1027.083333 360 360 6.875 0 0 0.375 7.25 WOODLAND WA 98674 PUD 170000 20060501 80.00 No MI 100183000000000000 2.25 20110401 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 375990 2469.99 360 360 6.5 0 0 0.375 6.875 LATHROP CA 95330 Single Family 375990 20060501 80.00 No MI 100063000000000000 2.25 20110401 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360401 AFL2
GROUP II G02 257122 1473.094792 360 359 6.5 0 0 0.375 6.875 ORANGE PARK FL 32065 PUD 257122 20060401 80.00 No MI 100063000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 399071 2286.344271 360 360 6.5 0 0 0.375 6.875 LATHROP CA 95330 Single Family 399071 20060501 80.00 No MI 100063000000000000 2.25 20110401 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 235300 1250.03125 360 359 6 0 0 0.375 6.375 Cave Creek AZ 85331 PUD 235300 20060401 65.00 No MI 100016000000000000 2.25 20110301 12.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 228459 1356.475313 360 359 6.75 0 0 0.375 7.125 Laveen AZ 85339 PUD 228459 20060401 80.00 No MI 100016000000000000 2.25 20110301 13.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 186570 1049.45625 360 359 6.375 0 0 0.375 6.75 Naples FL 34120 Condominium 186570 20060401 60.00 No MI 100016000000000000 2.25 20110301 12.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 217592 1269.286667 360 360 6.625 0 0 0.375 7 LAS VEGAS NV 89156 Single Family 217592 20060501 80.00 No MI 100063000000000000 2.25 20110401 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 244192 1424.453333 360 360 6.625 0 0 0.375 7 SURPRISE AZ 85379 Single Family 244192 20060501 80.00 No MI 100063000000000000 2.25 20110401 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 109600 593.6666667 360 359 6.125 0 0 0.375 6.5 Miami FL 33135 Condominium 109600 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 298000 1707.291667 360 359 6.5 0 0 0.375 6.875 Tacoma WA 98422 Single Family 298000 20060401 80.00 No MI 100016000000000000 2.75 20110301 12.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 124372 699.5925 360 359 6.375 0 0 0.375 6.75 Hutto TX 78634 PUD 124372 20060401 80.00 No MI 100016000000000000 2.75 20110301 12.75 2.375 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 150400 846 360 359 6.375 0 0 0.375 6.75 Hollywood FL 33023 Single Family 150400 20060401 80.00 No MI 100016000000000000 2.75 20110301 12.75 2.375 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 163992 888.29 360 359 6.125 0 0 0.375 6.5 Bothell WA 98012 Condominium 163992 20060401 80.00 No MI 100016000000000000 2.75 20110301 12.5 2.375 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 115999.9 640.4161146 360 353 6.25 0 0 0.375 6.625 BRADFORD VT 5033 Single Family 116000 20051001 80.00 No MI 100070000000000000 2.5 20070901 11.625 2.375 1 First Lien N Y 120 No_PP 360 24 N 20350901 ALT1
GROUP I G01 456000 2945 360 359 7.375 0 0 0.375 7.75 NEW MILFORD CT 6776 2-4 Family 456000 20060401 76.64 No MI 100061000000000000 2.25 20110301 12.75 4.375 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 265600 1715.333333 360 359 7.375 0 0 0.375 7.75 Portage WI 53901 Single Family 265600 20060401 79.28 No MI 100091000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 285000 1810.9375 360 359 7.25 0 0 0.375 7.625 Glendale AZ 85310 PUD 285000 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 236000 1401.25 360 358 6.75 0 0 0.375 7.125 Citrus Heights CA 95621 Condominium 236000 20060301 80.00 No MI 100016000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 140000 700 360 353 5.625 0 0 0.375 6 Aurora CO 80013 PUD 140000 20051001 80.00 No MI 100116000000000000 2.25 20100901 11 1.875 1 First Lien N Y 120 No_PP 360 60 N 20350901 AFL2
GROUP II G01 174400 1071.833333 360 359 7 0 0 0.375 7.375 PEORIA AZ 85345 Single Family 174400 20060401 80.00 No MI 100199000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G04 931743.94 4367.549719 360 352 5.25 0 0 0.375 5.625 (VENICE AREA) L CA 90291 Condominium 933000 20050901 51.83 No MI 100142000000000000 3.25 20150801 11.625 1.875 1 First Lien N Y 120 Prepay 360 120 N 20350801 ALT1
GROUP II G04 940800 4508 360 351 5.375 0 0 0.375 5.75 LOS ANGELES CA 90066 Single Family 940800 20050801 80.00 No MI 100142000000000000 3.25 20150701 11.75 2.875 1 First Lien N Y 120 No_PP 360 120 N 20350701 ALT1
GROUP II G01 287000 1524.6875 360 358 6 0 0 0.375 6.375 Mandeville LA 70471 PUD 287000 20060301 70.00 No MI 2.25 20110201 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 238500 1490.625 360 358 7.125 0 0 0.375 7.5 Naples FL 34114 Condominium 238500 20060301 90.00 Republic MIC 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 292000 1825 360 358 7.125 0 0 0.375 7.5 Oldsmar FL 34677 Single Family 292000 20060301 80.00 No MI 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 112000 711.6666667 360 358 7.25 0 0 0.375 7.625 Largo FL 33770 Single Family 112000 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 97600 610 360 358 7.125 0 0 0.375 7.5 Springfield TN 37172 Single Family 97600 20060301 80.00 No MI 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 219284 1301.99875 360 359 6.75 0 0 0.375 7.125 QUEEN CREEK AZ 85242 PUD 219284 20060401 80.00 No MI 100071000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 493391.99 3340.674932 360 358 7.75 0 0 0.375 8.125 BEALETON VA 22712 PUD 493392 20060301 80.00 No MI 100063000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 507000 3168.75 360 359 7.125 0 0 0.375 7.5 Boston MA 2120 2-4 Family 507000 20060401 65.00 No MI 100095000000000000 2.25 20110301 13.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 74400 410.75 360 358 6.25 0 0 0.375 6.625 Asheville NC 28804 Single Family 74400 20060301 80.00 No MI 100022000000000000 2.25 20130201 11.625 1.875 1 First Lien N Y 120 Prepay 360 84 N 20360201 AFL2
GROUP I G01 300000 1968.75 360 359 7.5 0 0 0.375 7.875 Laurel MD 20708 Single Family 300000 20060401 80.00 No MI 100233000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 259000 1591.770833 360 358 7 0 0 0.375 7.375 Compton CA 90221 Single Family 259000 20060301 70.00 No MI 100034000000000000 2.25 20110201 13.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 112450 691.0989583 360 359 7 0 0 0.375 7.375 Spring TX 77388 PUD 112450 20060401 80.00 No MI 100425000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 184000 1150 360 359 7.125 0 0 0.375 7.5 Glendale AZ 85302 Single Family 184000 20060401 80.00 No MI 100200000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 114400 786.5 360 358 7.875 0 0 0.375 8.25 STONE MOUNTAIN GA 30083 Single Family 114400 20060301 80.00 No MI 100185000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 144800 905 360 358 7.125 0 0 0.375 7.5 West Palm Beach FL 33415 Single Family 144800 20060301 80.00 No MI 100307000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 225650 1363.302083 360 358 6.875 0 0 0.375 7.25 Upper Marlboro MD 20774 PUD 225650 20060301 80.00 No MI 100230000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 41989.55 249.3129531 360 352 6.75 0 0 0.375 7.125 BALTIMORE MD 21217 Townhouse 42000 20050901 80.00 No MI 100128000000000000 2.25 20100801 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20350801 AFL2
GROUP I G01 236760 1529.075 360 359 7.375 0 0 0.375 7.75 ORLANDO FL 32835 Condominium 236760 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 206250 1310.546875 360 359 7.25 0 0 0.375 7.625 Riverbank CA 95367 Single Family 206250 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 204750 1151.71875 360 358 6.375 0 0 0.375 6.75 Atlanta GA 30311 Single Family 204750 20060301 65.00 No MI 100034000000000000 2.25 20110201 12.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 112000 641.6666667 360 359 6.5 0 0 0.375 6.875 Barstow CA 92311 Single Family 112000 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 260000 1760.416667 360 359 7.75 0 0 0.375 8.125 Graham WA 98338 Single Family 260000 20060401 80.00 No MI 100425000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 85545.42 643.08 360 359 7.875 0 0 0.375 8.25 DAVENPORT IA 52804 Single Family 85600 20060401 80.00 No MI 100404000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 94250 569.4270833 360 359 6.875 0 0 0.375 7.25 Wonder Lake IL 60097 PUD 94250 20060401 65.00 No MI 100425000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 492000 3228.75 360 358 7.5 0 0 0.375 7.875 Kapolei HI 96707 Condominium 492000 20060301 80.00 No MI 100016000000000000 2.25 20110201 13.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 596900 4103.6875 360 358 7.875 0 0 0.375 8.25 Leesburg VA 20176 PUD 596900 20060301 79.99 No MI 010001500000000000 2.25 20080201 14.25 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360201 AFL2
GROUP I G01 308000 2117.5 360 359 7.875 0 0 0.375 8.25 Midlothian VA 23112 PUD 308000 20060401 80.00 No MI 100266000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 194050 1030.890625 360 358 6 0 0 0.375 6.375 Stuart FL 34997 Townhouse 194050 20060301 94.98 Radian Guaranty 100016000000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 277654 1706.415208 360 359 7 0 0 0.375 7.375 AUSTIN TX 78732 PUD 277654 20060401 80.00 No MI 100199000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 650000 3994.791667 360 359 7 0 0 0.375 7.375 Santa Ana CA 92705 2-4 Family 650000 20060401 77.38 No MI 100195000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 400000 2708.333333 360 359 7.75 0 0 0.375 8.125 JERSEY CITY NJ 7302 Condominium 400000 20060401 80.00 No MI 100057000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 254240 1483.066667 360 359 6.625 0 0 0.375 7 VALRICO FL 33594 Single Family 254240 20060401 80.00 No MI 100057000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 163941 1127.094375 360 359 7.875 0 0 0.375 8.25 GOODYEAR AZ 85338 PUD 163941 20060401 80.00 No MI 100293000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 151920 1044.45 360 359 7.875 0 0 0.375 8.25 CENTERVILLE FL 32317 PUD 151920 20060401 80.00 No MI 100113000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 181200 1038.125 360 358 6.5 0 0 0.375 6.875 MESA AZ 85208 Single Family 181200 20060301 80.00 No MI 100183000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 975000 6500 360 359 7.625 0 0 0.375 8 Vacaville CA 95688 PUD 975000 20060401 75.00 No MI 100172000000000000 2.25 20090301 14 1.875 1 First Lien N Y 120 Prepay 360 36 N 20360301 AFL2
GROUP II G01 269750 1545.442708 360 359 6.5 0 0 0.375 6.875 Baldwin Park CA 91706 Single Family 269750 20060401 65.00 No MI 100231000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 207920 1299.5 360 359 7.125 0 0 0.375 7.5 Palm Coast FL 32164 PUD 207920 20060401 80.00 No MI 100293000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 102841 642.75625 360 359 7.125 0 0 0.375 7.5 KATY TX 77449 PUD 102841 20060401 80.00 No MI 100199000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 87942.43 653.4 360 359 7.75 0 0 0.375 8.125 HOUSTON TX 77087 Single Family 88000 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 226318 1108.015208 360 360 5.5 0 0 0.375 5.875 HIGHLANDS RANCH CO 80129 PUD 226318 20060501 76.38 No MI 100047000000000000 2.25 20110401 10.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G01 144000 765 360 359 6 0 0 0.375 6.375 Jackson Center OH 45334 Single Family 144000 20060401 80.00 No MI 100185000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 171000 1086.5625 360 359 7.25 0 0 0.375 7.625 Riverdale GA 30274 Single Family 171000 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G03 490950 3068.4375 360 359 7.125 0 0 0.375 7.5 Indian Head MD 20640 Single Family 490950 20060401 80.00 No MI 100031000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 146400 915 360 358 7.125 0 0 0.375 7.5 NORTH LAS VEGAS NV 89030 Single Family 146400 20060301 80.00 No MI 100183000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 298696 1742.393333 360 359 6.625 0 0 0.375 7 ANTHEM AZ 85086 Single Family 298696 20060401 80.00 No MI 100057000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 56213.21 417.65 360 359 7.75 0 0 0.375 8.125 Detroit MI 48235 Single Family 56250 20060401 75.00 No MI 100115000000000000 2.75 20110301 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 315747.29 2128.96 360 359 6.75 0 0 0.375 7.125 Myrtle Beach SC 29579 PUD 316000 20060401 80.00 No MI 100035000000000000 2.25 20110301 12.125 2.375 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 198880 1284.433333 360 359 7.375 0 0 0.375 7.75 Chico CA 95973 Single Family 198880 20060401 80.00 No MI 100172000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 145600 773.5 360 359 6 0 0 0.375 6.375 Fairburn GA 30213 PUD 145600 20060401 70.00 No MI 100173000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 336000 2310 360 359 7.875 0 0 0.375 8.25 HOBE SOUND FL 33455 PUD 336000 20060401 80.00 No MI 100196000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 243920 1524.5 360 359 7.125 0 0 0.375 7.5 Tucson AZ 85710 PUD 243920 20060401 80.00 No MI 100172000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 1389620.83 7961.369339 360 358 6.5 0 0 0.375 6.875 Boston MA 2118 2-4 Family 1400000 20060301 70.00 No MI 100034000000000000 2.25 20110201 12.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 323686 1787.016458 360 357 6.25 0 0 0.375 6.625 LAS VEGAS NV 89139 PUD 323686 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 54237.09 375.17 360 358 7 0 0 0.375 7.375 AUGUSTA GA 30906 Single Family 54320 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 60627.31 419.38 360 358 7 0 0 0.375 7.375 AUGUSTA GA 30906 Single Family 60720 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 154000 1010.625 360 359 7.5 0 0 0.375 7.875 Harker Heights TX 76548 2-4 Family 154000 20060401 70.00 No MI 100061000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 328408 2120.968333 360 357 7.375 0 0 0.375 7.75 ROMOLAND CA 92585 PUD 331656 20060201 80.63 No MI 100063000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 486240 3241.6 360 359 7.625 0 0 0.375 8 MOUNTAIN HOUSE CA 95391 Single Family 486240 20060401 80.00 No MI 010057400000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 251000 1411.875 360 357 6.375 0 0 0.375 6.75 MARANA AZ 85653 PUD 251000 20060201 89.99 Radian Guaranty 100063000000000000 2.25 20110101 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 381308 2264.01625 360 357 6.75 0 0 0.375 7.125 MORENO VALLEY CA 92555 PUD 381308 20060201 80.00 No MI 100063000000000000 2.25 20110101 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 58400 365 360 358 7.125 0 0 0.375 7.5 Winston Salem NC 27107 Single Family 58400 20060301 80.00 No MI 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 131512 863.0475 360 358 7.5 0 0 0.375 7.875 Covington GA 30016 PUD 131512 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 113912 581.4258333 360 358 5.75 0 0 0.375 6.125 Riverdale GA 30296 Single Family 113912 20060301 80.00 No MI 100032000000000000 2.25 20090201 12.125 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360201 AFL2
GROUP II G02 158800 893.25 360 359 6.375 0 0 0.375 6.75 ALABASTER AL 35007 Single Family 158800 20060401 80.00 No MI 100021000000000000 2.25 20110301 11.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 263500 1454.739583 360 359 6.25 0 0 0.375 6.625 Suprise AZ 85379 PUD 263500 20060401 77.84 No MI 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 275000 1375 360 359 5.625 0 0 0.375 6 WOODBRIDGE VA 22191 Single Family 275000 20060401 68.75 No MI 100128000000000000 2.25 20090301 11 1.875 1 First Lien N Y 120 Prepay 360 36 N 20360301 AFL2
GROUP II G01 225600 1339.5 360 359 6.75 0 0 0.375 7.125 Spanish Fork UT 84660 Single Family 225600 20060401 80.00 No MI 100010000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 61000 324.0625 360 359 6 0 0 0.375 6.375 BIRMINGHAM AL 35243 Single Family 62000 20060401 5.17 No MI 100021000000000000 2.25 20110301 11.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 95774.82 721.49 360 359 7.875 0 0 0.375 8.25 Richland Hills TX 76103 Single Family 96036 20060401 89.75 Radian Guaranty 100061000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 237650 1386.291667 360 359 6.625 0 0 0.375 7 ALEXANDRIA VA 22304 Condominium 237650 20060401 74.99 No MI 100031000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 167884.38 1218.12 360 359 7.5 0 0 0.375 7.875 DEL RIO TX 78840 Single Family 168000 20060401 80.00 No MI 100199000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 103200 709.5 360 358 7.875 0 0 0.375 8.25 Saint Paul MN 55107 Single Family 103200 20060301 80.00 No MI 100221000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 447999.61 2706.66431 360 359 6.875 0 0 0.375 7.25 Las Vegas NV 89119 Single Family 448000 20060401 80.00 No MI 010019400000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 171216 980.925 360 358 6.5 0 0 0.375 6.875 Summerville SC 29485 PUD 171216 20060301 80.00 No MI 100066000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 120000 775 360 359 7.375 0 0 0.375 7.75 Arlington TX 76018 PUD 120000 20060401 75.00 No MI 100204000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 75101.28 558.36 360 358 7.75 0 0 0.375 8.125 La Crosse WI 54601 Single Family 75200 20060301 80.00 No MI 100221000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 163600 1039.541667 360 359 7.25 0 0 0.375 7.625 Aurora CO 80013 PUD 163600 20060401 74.99 No MI 100185000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 100720 681.9583333 360 358 7.75 0 0 0.375 8.125 Saint Paul MN 55117 Single Family 100720 20060301 80.00 No MI 100221000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 228000 1496.25 360 358 7.5 0 0 0.375 7.875 Coon Rapids MN 55448 Single Family 228000 20060301 80.00 No MI 100221000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 238960 1642.85 360 359 7.875 0 0 0.375 8.25 Austin TX 78739 PUD 238960 20060401 80.00 No MI 100266000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 112800 775.5 360 359 7.875 0 0 0.375 8.25 SAINT PAUL MN 55117 PUD 112800 20060401 80.00 No MI 100400000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 98350 635.1770833 360 359 7.375 0 0 0.375 7.75 EAST POINT GA 30344 Single Family 98350 20060401 70.00 No MI 100264000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 215066 1232.148958 360 359 6.5 0 0 0.375 6.875 Florence AZ 85232 PUD 215066 20060401 80.00 No MI 100071000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 159200 1077.916667 360 359 7.75 0 0 0.375 8.125 Orlando FL 32824 PUD 159200 20060401 80.00 No MI 100425000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 132908.47 964.34 360 359 7.5 0 0 0.375 7.875 Dallas TX 75230 Single Family 133000 20060401 70.00 No MI 100425000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 126656 752.02 360 359 6.75 0 0 0.375 7.125 Denver CO 80207 Single Family 126656 20060401 74.07 No MI 100400000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 247576 1366.825833 360 359 6.25 0 0 0.375 6.625 HENDERSON NV 89044 PUD 247576 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 59300 407.6875 360 360 7.875 0 0 0.375 8.25 oak grove KY 42262 Single Family 59300 20060501 79.70 No MI 100331000000000000 2.25 20110401 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G01 68198.06 471.39 360 359 7 0 0 0.375 7.375 Blue Springs MO 64015 Single Family 68250 20060401 65.00 No MI 100425000000000000 2.25 20110301 12.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 420000 2537.5 360 359 6.875 0 0 0.375 7.25 Elizabeth NJ 7206 2-4 Family 420000 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 138600 794.0625 360 358 6.5 0 0 0.375 6.875 Roswell GA 30076 Single Family 138600 20060301 80.00 No MI 100099000000000000 2.25 20090201 12.875 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360201 AFL2
GROUP II G01 138750 881.640625 360 359 7.25 0 0 0.375 7.625 Port Orchard WA 98366 Single Family 138750 20060401 75.00 No MI 100114000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 286135 1818.149479 360 359 7.25 0 0 0.375 7.625 Selbyville DE 19975 PUD 286135 20060401 80.00 No MI 100039000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 199500 1142.96875 360 359 6.5 0 0 0.375 6.875 Phoenix AZ 85027 Single Family 199500 20060401 63.33 No MI 010019500000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 164800 927 360 359 6.375 0 0 0.375 6.75 North Las Vegas NV 89030 Single Family 164800 20060401 80.00 No MI 100195000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 333750 2294.53125 360 359 7.875 0 0 0.375 8.25 Coral Springs FL 33065 Townhouse 333750 20060401 75.00 No MI 100238000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 239910 1399.475 360 359 6.625 0 0 0.375 7 North Las Vegas NV 89032 PUD 239910 20060401 80.00 No MI 100096000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 500000 2708.333333 360 359 6.125 0 0 0.375 6.5 PHOENIX AZ 85086 Single Family 500000 20060401 68.59 No MI 100071000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 73505.82 552.93 360 358 7.875 0 0 0.375 8.25 Memphis TN 38105 Single Family 73600 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 187900 959.0729167 360 355 5.75 0 0 0.375 6.125 CORONA CA 92882 Condominium 187900 20051201 79.99 No MI 2.25 20101101 12.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20351101 AFL2
GROUP I G01 168000 1085 360 359 7.375 0 0 0.375 7.75 LEOMINSTER MA 1453 Single Family 168000 20060401 70.00 No MI 100103000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 279600 1485.375 360 356 6 0 0 0.375 6.375 SAN DIEGO CA 92139 Condominium 279600 20060101 80.00 No MI 100432000000000000 2.25 20101201 12.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP II G02 256000 1360 360 355 6 0 0 0.375 6.375 HENDERSON NV 89074 PUD 256000 20051201 80.00 No MI 100432000000000000 2.25 20101101 12.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20351101 AFL2
GROUP II G03 1025000 6085.9375 360 359 6.75 0 0 0.375 7.125 Bell Canyon CA 91307 PUD 1025000 20060401 74.55 No MI 100034000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 174250 943.8541667 360 357 6.125 0 0 0.375 6.5 TOLLESON AZ 85353 PUD 174250 20060201 79.99 No MI 100063000000000000 2.25 20110101 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 276000 1811.25 360 357 7.5 0 0 0.375 7.875 Atlanta GA 30318 Single Family 276000 20060201 80.00 No MI 1000321-0000062967 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 227854.61 1712.89 360 359 7.875 0 0 0.375 8.25 East Orange NJ 7017 2-4 Family 228000 20060401 80.00 No MI 100022000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 99872.02 751.27 360 358 7.875 0 0 0.375 8.25 Glenn Heights TX 75154 Single Family 100000 20060301 80.00 No MI 100229000000000000 2.25 20110201 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 204000 1360 360 359 7.625 0 0 0.375 8 Las Vegas NV 89102 Single Family 204000 20060401 80.00 No MI 100173000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 300000 1718.75 360 359 6.5 0 0 0.375 6.875 JEFFERSONVILLE IN 47130 Single Family 300000 20060401 80.00 No MI 100331000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 146400 808.25 360 355 6.25 0 0 0.375 6.625 Trenton NJ 8611 2-4 Family 146400 20051201 80.00 No MI 100070000000000000 2.25 20101101 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351101 AFL2
GROUP II G03 560000 3208.333333 360 358 6.5 0 0 0.375 6.875 RANCHO CUCAMONGA CA 91730 Single Family 560000 20060301 80.00 No MI 100183000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 239812.77 1637.23 360 359 6.875 0 0 0.375 7.25 Longwood FL 32750 Single Family 240000 20060401 75.00 No MI 010035000000000000 2.25 20110301 12.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 101122.36 733.71 360 359 7.5 0 0 0.375 7.875 HOUSTON TX 77082 PUD 101192 20060401 80.00 No MI 100199000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 650000 4401.041667 360 358 7.75 0 0 0.375 8.125 BOWIE MD 20721 PUD 650000 20060301 78.41 No MI 100031000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 62315.98 457.87 360 358 7.625 0 0 0.375 8 GARLAND TX 75043 Single Family 62400 20060301 80.00 No MI 100185000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 153600 880 360 359 6.5 0 0 0.375 6.875 Naples FL 34105 Condominium 153600 20060401 79.99 No MI 100022000000000000 2.25 20110301 11.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 448450 2942.953125 360 359 7.5 0 0 0.375 7.875 Avondale AZ 85323 Single Family 448450 20060401 80.00 No MI 100196000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 255920 1626.158333 360 359 7.25 0 0 0.375 7.625 Las Vegas NV 89142 Single Family 255920 20060401 80.00 No MI 1001949-2410601455 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 206217.89 1321.61 360 359 6.25 0 0 0.375 6.625 Bayville NJ 8721 Single Family 206400 20060401 80.00 No MI 100035000000000000 2.25 20090301 12.625 1.875 1 First Lien N N 0 No_PP 360 36 N 20360301 AFL2
GROUP I G01 137600 931.6666667 360 358 7.75 0 0 0.375 8.125 TAMPA FL 33607 2-4 Family 137600 20060301 80.00 No MI 100006000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 268000 1563.333333 360 358 6.625 0 0 0.375 7 Colorado Springs CO 80918 PUD 268000 20060301 80.00 No MI 100125000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 262155.4 1949.06 360 358 7.75 0 0 0.375 8.125 UNION BEACH BOROUGH NJ 7735 PUD 262500 20060301 75.00 No MI 100247000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 288479 1863.093542 360 358 7.375 0 0 0.375 7.75 HENDERSON NV 89015 PUD 288479 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 131452 753.1104167 360 359 6.5 0 0 0.375 6.875 ATLANTA GA 30331 Single Family 131452 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 194794.21 1430.29 360 359 7.625 0 0 0.375 8 Manchester CT 6040 2-4 Family 194925 20060401 75.00 No MI 100238000000000000 2.25 20110301 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 129500 768.90625 360 358 6.75 0 0 0.375 7.125 MIAMI FL 33143 Condominium 129500 20060301 71.94 No MI 100087000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G04 498100 2646.15625 360 359 6 0 0 0.375 6.375 Ijamsville MD 21754 PUD 498100 20060401 59.30 No MI 100230000000000000 2.25 20160301 11.375 1.875 1 First Lien N Y 120 No_PP 360 120 N 20360301 AFL2
GROUP II G01 115589 734.4717708 360 358 7.25 0 0 0.375 7.625 Sunland Park NM 88063 Single Family 115589 20060301 70.00 No MI 100173000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 310750 1618.489583 360 358 5.875 0 0 0.375 6.25 HESPERIA CA 92345 Single Family 311250 20060301 75.00 No MI 100087000000000000 2.25 20110201 12.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 248800 1710.5 360 359 7.875 0 0 0.375 8.25 PHOENIX AZ 85006 2-4 Family 248800 20060401 80.00 No MI 100425000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 155200 905.3333333 360 358 6.625 0 0 0.375 7 Denver CO 80219 Single Family 155200 20060301 80.00 No MI 100266000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 216000 1372.5 360 358 7.25 0 0 0.375 7.625 Baltimore MD 21209 Single Family 216000 20060301 80.00 No MI 100031000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 287231.98 1466.079898 360 353 5.75 0 0 0.375 6.125 Cottage Grove MN 55016 Single Family 288000 20051001 73.85 No MI 100221000000000000 2.25 20100901 11.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20350901 AFL2
GROUP I G01 200000 1354.166667 360 358 7.75 0 0 0.375 8.125 Rochester MN 55902 Single Family 200000 20060301 80.00 No MI 100221000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 300799.91 2005.332733 360 358 7.625 0 0 0.375 8 Saint Charles MN 55972 Single Family 300800 20060301 80.00 No MI 100221000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 454350 2745.03125 360 359 6.875 0 0 0.375 7.25 LOS ANGELES CA 90057 2-4 Family 454350 20060401 65.00 No MI 100311000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 635551.11 4556.39 360 359 7.375 0 0 0.375 7.75 Mineral VA 23117 Single Family 636000 20060401 80.00 No MI 100035000000000000 2.25 20110301 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G03 540000 3093.75 360 358 6.5 0 0 0.375 6.875 SANTA BARBARA CA 93105 Single Family 540000 20060301 80.00 No MI 100400000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 88000 495 360 359 6.375 0 0 0.375 6.75 Faribault MN 55021 Single Family 88000 20060401 80.00 No MI 100400000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 112000 653.3333333 360 358 6.625 0 0 0.375 7 JONESBORO GA 30238 Single Family 112000 20060301 80.00 No MI 100032000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 142392 830.62 360 358 6.625 0 0 0.375 7 COVINGTON GA 30016 PUD 142392 20060301 80.00 No MI 100032000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 154800 886.875 360 358 6.5 0 0 0.375 6.875 DALLAS GA 30157 PUD 154800 20060301 80.00 No MI 100032000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 380150 2098.744792 360 359 6.25 0 0 0.375 6.625 GILBERT AZ 85297 PUD 380150 20060401 79.99 No MI 100047000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 127500 823.4375 360 359 7.375 0 0 0.375 7.75 ARLINGTON TX 76012 PUD 127500 20060401 75.00 No MI 100204000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 120000 775 360 359 7.375 0 0 0.375 7.75 ARLINGTON TX 76018 PUD 120000 20060401 75.00 No MI 010020400000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 120000 775 360 359 7.375 0 0 0.375 7.75 ARLINGTON TX 76018 PUD 120000 20060401 75.00 No MI 100204000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 461250 3026.953125 360 359 7.5 0 0 0.375 7.875 Boca Raton FL 33498 PUD 461250 20060401 75.00 No MI 100203000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 83339.64 590.3 360 359 7.25 0 0 0.375 7.625 Baton Rouge LA 70810 Single Family 83400 20060401 75.00 No MI 100238000000000000 2.25 20110301 12.625 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 60000 412.5 360 359 7.875 0 0 0.375 8.25 Detroit MI 48219 Single Family 60000 20060401 80.00 No MI 100425000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 60000 412.5 360 359 7.875 0 0 0.375 8.25 Detroit MI 48219 Single Family 60000 20060401 80.00 No MI 100425000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 690300 4530.09375 360 358 7.5 0 0 0.375 7.875 Carmel Valley CA 93924 Single Family 690300 20060301 80.00 No MI 100034000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 780000 5037.5 360 358 7.375 0 0 0.375 7.75 Brigantine NJ 8203 Single Family 780000 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 145125 967.5 360 358 7.625 0 0 0.375 8 PHOENIX AZ 85006 Single Family 145125 20060301 75.00 No MI 010041400000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 133000 914.375 360 358 7.875 0 0 0.375 8.25 Springfield MA 1105 2-4 Family 133000 20060301 70.00 No MI 100185000000000000 3.75 20110201 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 1000000 6666.666667 360 358 7.625 0 0 0.375 8 Windermere FL 34786 PUD 1000000 20060301 80.00 No MI 100034000000000000 2.25 20110201 14 3.375 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 280000 1720.833333 360 358 7 0 0 0.375 7.375 San Leandro CA 94578 Single Family 280000 20060301 80.00 No MI 100034000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 241500 1635.15625 360 359 7.75 0 0 0.375 8.125 Miami FL 33133 Townhouse 241500 20060401 70.00 No MI 100173000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 360000 1950 360 358 6.125 0 0 0.375 6.5 SIMI VALLEY CA 93063 Single Family 360000 20060301 59.02 No MI 100068000000000000 2.25 20110201 12.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 268000 1675 360 360 7.125 0 0 0.375 7.5 Lynn MA 1904 Single Family 268000 20060501 80.00 No MI 100210000000000000 2.25 20110401 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G01 265463.33 1631.493382 360 358 7 0 0 0.375 7.375 Riverdale MD 20737 Single Family 265500 20060301 79.25 No MI 100087000000000000 2.25 20110201 13.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 325500 2170 360 358 7.625 0 0 0.375 8 SACRAMENTO CA 95835 Single Family 325500 20060301 70.00 No MI 100146000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 282800 1738.041667 360 357 7 0 0 0.375 7.375 Las Vegas NV 89135 PUD 282800 20060201 80.00 No MI 100146000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 77868.58 512.4 360 358 6.5 0 0 0.375 6.875 Springville UT 84663 Townhouse 78000 20060301 60.00 No MI 100125000000000000 2.25 20110201 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 356000 2076.666667 360 358 6.625 0 0 0.375 7 ROCKLIN CA 95765 Single Family 356000 20060301 80.00 No MI 100146000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 276587.58 1936.82 360 358 7.125 0 0 0.375 7.5 EUREKA CA 95501 Single Family 277000 20060301 79.83 No MI 100146000000000000 2.25 20110201 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 149100 869.75 360 358 6.625 0 0 0.375 7 Valrico FL 33594 PUD 149100 20060301 70.00 No MI 100203000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 637500 3785.15625 360 359 6.75 0 0 0.375 7.125 MARATHON FL 33050 Single Family 637500 20060401 75.00 No MI 100400000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 154320 932.35 360 358 6.875 0 0 0.375 7.25 HIALEAH FL 33016 Condominium 154320 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 244000 1652.083333 360 358 7.75 0 0 0.375 8.125 Higley AZ 85236 Single Family 244000 20060301 80.00 No MI 100101000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 100000 562.5 360 359 6.375 0 0 0.375 6.75 QUINCY MA 2171 Condominium 100000 20060401 29.41 No MI 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 527312 3075.986667 360 359 6.625 0 0 0.375 7 Triangle VA 22172 PUD 527312 20060401 80.00 No MI 100187000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 467200 3163.333333 360 358 7.75 0 0 0.375 8.125 Gilbert AZ 85297 PUD 467200 20060301 80.00 No MI 100173000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 105000 623.4375 360 357 6.75 0 0 0.375 7.125 Jacksonville FL 32216 Condominium 105000 20060201 62.87 No MI 100061000000000000 2.25 20110101 13.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 385000 2767.1875 360 358 8.25 0 0 0.375 8.625 RIDGEFIELD PARK NJ 7660 2-4 Family 385000 20060301 76.24 No MI 100247000000000000 5.875 20110201 13.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 76696.6 563.53 360 358 7.625 0 0 0.375 8 Mascotte FL 34753 Single Family 76800 20060301 80.00 No MI 100229000000000000 2.75 20110201 14 5.5 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G03 487500 2996.09375 360 358 7 0 0 0.375 7.375 ST. GEORGE UT 84770 PUD 487500 20060301 75.00 No MI 100125000000000000 2.25 20110201 12.375 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 470312 2694.495833 360 358 6.5 0 0 0.375 6.875 RANCHO CUCAMONGA CA 91739 Single Family 588312 20060301 80.00 No MI 100057000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 176792 1012.870833 360 358 6.5 0 0 0.375 6.875 HUGO MN 55038 PUD 176792 20060301 80.00 No MI 100057000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 406250 2200.520833 360 358 6.125 0 0 0.375 6.5 Hilton Head Island SC 29926 PUD 406250 20060301 65.00 No MI 100061000000000000 2.25 20110201 12.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 331200 2104.5 360 358 7.25 0 0 0.375 7.625 Miami FL 33181 Condominium 331200 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 237600 1435.5 360 359 6.875 0 0 0.375 7.25 Littleton CO 80127 Single Family 237600 20060401 80.00 No MI 100196000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 251659 1546.654271 360 359 7 0 0 0.375 7.375 Aurora CO 80013 PUD 251659 20060401 70.00 No MI 100266000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 101597.31 695.82 360 355 6.875 0 0 0.375 7.25 Tomball TX 77375 PUD 102000 20051201 80.00 No MI 100039000000000000 2.75 20101101 13.25 1.875 2 First Lien N N 0 Prepay 360 60 N 20351101 AFL2
GROUP II G01 101597.32 695.82 360 355 6.875 0 0 0.375 7.25 Tomball TX 77375 PUD 102000 20051201 80.00 No MI 100039000000000000 2.75 20101101 12.25 2.375 2 First Lien N N 0 Prepay 360 60 N 20351101 AFL2
GROUP II G01 137600 788.3333333 360 359 6.5 0 0 0.375 6.875 Silverthorne CO 80498 Condominium 137600 20060401 80.00 No MI 100095000000000000 2.25 20110301 11.875 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 356600 2154.458333 360 358 6.875 0 0 0.375 7.25 WALDORF MD 20603 PUD 356600 20060301 79.99 No MI 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 288000 1770 360 358 7 0 0 0.375 7.375 MODESTO CA 95356 Single Family 288000 20060301 80.00 No MI 100183000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 86800 596.75 360 358 7.875 0 0 0.375 8.25 STONE MOUNTAIN GA 30083 Single Family 86800 20060301 70.00 No MI 100185000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 372000 2053.75 360 359 6.25 0 0 0.375 6.625 Las Vegas NV 89147 PUD 372000 20060401 80.00 No MI 100195000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 122000 813.3333333 360 358 7.625 0 0 0.375 8 Lawton OK 73507 2-4 Family 122000 20060301 80.00 No MI 100378000000000000 2.25 20110201 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 257225.92 1823.28 360 358 7.25 0 0 0.375 7.625 Hollywood FL 33023 Single Family 257600 20060301 80.00 No MI 100378000000000000 2.25 20110201 12.625 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 140000 889.5833333 360 358 7.25 0 0 0.375 7.625 Atlanta GA 30311 Single Family 140000 20060301 80.00 No MI 100378000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 1500000 9843.75 360 358 7.5 0 0 0.375 7.875 SANDY SPRINGS GA 30350 Single Family 1500000 20060301 68.18 No MI 100017000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 200000 1291.666667 360 359 7.375 0 0 0.375 7.75 Indianapolis IN 46208 Single Family 200000 20060401 80.00 No MI 100425000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 188000 979.1666667 360 358 5.875 0 0 0.375 6.25 SILVER SPRING MD 20906 Condominium 188000 20060301 48.83 No MI 100031000000000000 2.25 20110201 11.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 650000 4265.625 360 358 7.5 0 0 0.375 7.875 CHANTILLY VA 20152 PUD 650000 20060301 75.39 No MI 100057000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 616387 3531.383854 360 359 6.5 0 0 0.375 6.875 BRENTWOOD CA 94513 PUD 616387 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 172750 1187.65625 360 359 7.875 0 0 0.375 8.25 Ocoee FL 34761 Condominium 172750 20060401 79.98 No MI 100091000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 71500 484.1145833 360 358 7.75 0 0 0.375 8.125 The Colony TX 75056 Single Family 71500 20060301 65.00 No MI 100252000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 80689 453.875625 360 357 6.375 0 0 0.375 6.75 Fort Worth TX 76131 PUD 80689 20060201 75.00 No MI 100039000000000000 2.25 20110101 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G02 112478.15 702.9884375 360 358 7.125 0 0 0.375 7.5 Tampa FL 33619 Condominium 112480 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 408000 2550 360 358 7.125 0 0 0.375 7.5 FAIRBURN GA 30213 PUD 408000 20060301 80.00 No MI 100293000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 228000 1472.5 360 358 7.375 0 0 0.375 7.75 Southfield MI 48034 Single Family 228000 20060301 80.00 No MI 100378000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G03 520000 3250 360 359 7.125 0 0 0.375 7.5 Glendale AZ 85310 PUD 520000 20060401 65.00 No MI 100240000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 240000 1625 360 357 7.75 0 0 0.375 8.125 Monroe GA 30655 2-4 Family 240000 20060201 80.00 No MI 100378000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 239676.85 1761.04 360 358 7.625 0 0 0.375 8 Monroe GA 30655 2-4 Family 240000 20060301 80.00 No MI 100378000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G03 1101750 6082.578125 360 359 6.25 0 0 0.375 6.625 LA JOLLA CA 92037 Condominium 1101750 20060401 65.00 No MI 100185000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 100425.42 702.71 360 359 7.125 0 0 0.375 7.5 Milwaukee WI 53218 Single Family 100500 20060401 75.00 No MI 100425000000000000 2.25 20110301 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 245684 1330.788333 360 358 6.125 0 0 0.375 6.5 SMYRNA GA 30082 PUD 245684 20060301 80.00 No MI 100057000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 336000 2100 360 358 7.125 0 0 0.375 7.5 Las Vegas NV 89109 2-4 Family 336000 20060301 80.00 No MI 100195000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 237750 1609.765625 360 359 7.75 0 0 0.375 8.125 Las Vegas NV 89134 2-4 Family 237750 20060401 75.00 No MI 100266000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 349600 2330.666667 360 358 7.625 0 0 0.375 8 PEORIA AZ 85383 PUD 349600 20060301 80.00 No MI 100414000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 75934.57 492.93 360 359 6.375 0 0 0.375 6.75 DES MOINES IA 50316 Townhouse 76000 20060401 80.00 No MI 100293000000000000 2.25 20110301 11.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 227840 1400.266667 360 359 7 0 0 0.375 7.375 Las Vegas NV 89139 PUD 227840 20060401 80.00 No MI 100195000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 460000 2587.5 360 358 6.375 0 0 0.375 6.75 Catonsville MD 21228 Single Family 460000 20060301 80.00 No MI 100230000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 108000 686.25 360 358 7.25 0 0 0.375 7.625 BLOOMINGTON MN 55438 Condominium 108000 20060301 80.00 No MI 100400000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 140000 889.5833333 360 358 7.25 0 0 0.375 7.625 Scottsdale AZ 85259 Condominium 140000 20060301 70.00 No MI 100173000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 280000 1720.833333 360 359 7 0 0 0.375 7.375 Sedona AZ 86336 Single Family 280000 20060401 80.00 No MI 100195000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 336000 2030 360 359 6.875 0 0 0.375 7.25 VALLEJO CA 94590 Single Family 336000 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 86320 512.525 360 358 6.75 0 0 0.375 7.125 Plantation FL 33317 Condominium 86320 20060301 80.00 No MI 100061000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 54400 328.6666667 360 357 6.875 0 0 0.375 7.25 Tucson AZ 85704 Condominium 54400 20060201 80.00 No MI 100034000000000000 2.25 20110101 13.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 61600 372.1666667 360 357 6.875 0 0 0.375 7.25 Tucson AZ 85704 Condominium 61600 20060201 80.00 No MI 100034000000000000 2.25 20110101 13.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 51200 309.3333333 360 358 6.875 0 0 0.375 7.25 Tucson AZ 85704 Condominium 51200 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 104181.8 774.05 360 359 7.75 0 0 0.375 8.125 Clayton NJ 8312 Single Family 104250 20060401 75.00 No MI 100087000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 59500 371.875 360 359 7.125 0 0 0.375 7.5 Saint Louis MO 63107 2-4 Family 59500 20060401 70.00 No MI 100285000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 391200 2241.25 360 358 6.5 0 0 0.375 6.875 Palm Springs CA 92262 Single Family 391200 20060301 80.00 No MI 100037000000000000 2.25 20110201 12.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 152000 950 360 358 7.125 0 0 0.375 7.5 Memphis TN 38104 Single Family 152000 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 880000 5500 360 358 7.125 0 0 0.375 7.5 Murrells Inlet SC 29576 Single Family 880000 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 195000 1157.8125 360 358 6.75 0 0 0.375 7.125 Atlanta GA 30314 Single Family 195000 20060301 65.00 No MI 100034000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G04 344700 1867.125 360 357 6.125 0 0 0.375 6.5 Charleston SC 29403 Single Family 345000 20060201 75.00 No MI 100229000000000000 2.25 20160101 12.5 1.875 2 First Lien N Y 120 No_PP 360 120 N 20360101 AFL2
GROUP II G01 94258.67 660.76 360 358 7.125 0 0 0.375 7.5 Champaign IL 61820 Single Family 94500 20060301 70.00 No MI 100170000000000000 2.25 20110201 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G03 432000 2700 360 359 7.125 0 0 0.375 7.5 Oakland CA 94605 Single Family 432000 20060401 80.00 No MI 100172000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 85500 534.375 360 358 7.125 0 0 0.375 7.5 Halethorpe MD 21227 Single Family 85500 20060301 90.00 PMI 100035000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 172500 1150 360 358 7.625 0 0 0.375 8 Tampa FL 33610 Single Family 172500 20060301 73.40 No MI 100203000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 154800 886.875 360 357 6.5 0 0 0.375 6.875 LAWRENCEVILLE GA 30044 PUD 154800 20060201 80.00 No MI 100032000000000000 2.25 20110101 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 120293.87 801.9591333 360 357 7.625 0 0 0.375 8 Stockbridge GA 30281 PUD 120392 20060201 80.00 No MI 100032000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 318750 2158.203125 360 358 7.75 0 0 0.375 8.125 Miami FL 33131 Condominium 318750 20060301 75.00 No MI 100203000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 80500 494.7395833 360 358 7 0 0 0.375 7.375 RICHMOND VA 23832 Single Family 80500 20060301 70.00 No MI 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 203520 1250.8 360 358 7 0 0 0.375 7.375 Land O Lakes FL 34639 PUD 203520 20060301 80.00 No MI 100039000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 300000 1906.25 360 359 7.25 0 0 0.375 7.625 FALLS CHURCH VA 22041 Condominium 300000 20060401 80.00 No MI 100213000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 260000 1381.25 360 359 6 0 0 0.375 6.375 Rahway NJ 7065 2-4 Family 260000 20060401 63.41 No MI 100087000000000000 2.25 20090301 12.375 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360301 AFL2
GROUP II G01 197250 1047.890625 360 355 6 0 0 0.375 6.375 Peoria AZ 85382 Condominium 197250 20051201 75.00 No MI 100039000000000000 2.25 20101101 12.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20351101 AFL2
GROUP II G01 270024 1631.395 360 357 6.875 0 0 0.375 7.25 LAS VEGAS NV 89149 PUD 270024 20060201 80.00 No MI 100063000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 272637.64 1659.81 360 358 5.75 0 0 0.375 6.125 Laveen AZ 85339 PUD 273170 20060301 80.00 No MI 100189000000000000 2.25 20110201 11.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 274464 1801.17 360 358 7.5 0 0 0.375 7.875 ORLANDO FL 32819 Condominium 274464 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 298792 1618.456667 360 359 6.125 0 0 0.375 6.5 APPLE VALLEY CA 92308 PUD 298792 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 302160 1762.6 360 359 6.625 0 0 0.375 7 NAPLES FL 34114 PUD 302160 20060401 80.00 No MI 100057000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 256100 1627.302083 360 360 7.25 0 0 0.375 7.625 Sun City Center FL 33573 Condominium 256100 20060501 85.77 GE Capital MI 100022000000000000 2.25 20110401 12.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 206800 1378.666667 360 358 7.625 0 0 0.375 8 BONITA SPRINGS FL 34134 Condominium 206800 20060301 80.00 No MI 100293000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 417000 2823.4375 360 359 7.75 0 0 0.375 8.125 Denver CO 80202 Condominium 417000 20060401 78.68 No MI 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 228000 1401.25 360 358 7 0 0 0.375 7.375 Wethersfield CT 6109 Single Family 228000 20060301 80.00 No MI 100016000000000000 2.25 20110201 13.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 252000 1548.75 360 358 7 0 0 0.375 7.375 GILBERT AZ 85296 PUD 252000 20060301 80.00 No MI 100183000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 274400 1543.5 360 358 6.375 0 0 0.375 6.75 SURPRISE AZ 85374 PUD 274400 20060301 80.00 No MI 100183000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 94276.08 700.92 360 358 7.75 0 0 0.375 8.125 Conroe TX 77306 Single Family 94400 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 159600 881.125 360 359 6.25 0 0 0.375 6.625 Las Vegas NV 89115 PUD 159600 20060401 70.00 No MI 100034000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 203098 1269.3625 360 358 7.125 0 0 0.375 7.5 Orlando FL 32824 PUD 203098 20060301 80.00 No MI 100016000000000000 2.75 20110201 13.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 210200 1094.791667 360 358 5.875 0 0 0.375 6.25 BOCA RATON FL 33433 Condominium 210200 20060301 65.00 No MI 100087000000000000 2.25 20110201 11.25 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 34949.17 247.73 360 358 7.25 0 0 0.375 7.625 Brownwood TX 76801 Single Family 35000 20060301 70.00 No MI 100425000000000000 2.25 20110201 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 236400 1452.875 360 358 7 0 0 0.375 7.375 QUEEN CREEK AZ 85243 PUD 236400 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 192000 1260 360 358 7.5 0 0 0.375 7.875 Tucson AZ 85757 Single Family 192000 20060301 80.00 No MI 100101000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 132000 838.75 360 358 7.25 0 0 0.375 7.625 MAGNOLIA TX 77355 PUD 132000 20060301 75.00 No MI 100425000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 143500 926.7708333 360 359 7.375 0 0 0.375 7.75 Queen Creek AZ 85242 PUD 143500 20060401 74.98 No MI 100172000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 200000 1208.333333 360 358 6.875 0 0 0.375 7.25 Frederick MD 21702 Condominium 200000 20060301 80.00 No MI 100230000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 268800 1512 360 358 6.375 0 0 0.375 6.75 Kissimmee FL 34744 PUD 268800 20060301 80.00 No MI 100062000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 126400 855.8333333 360 359 7.75 0 0 0.375 8.125 Chicago IL 60620 2-4 Family 126400 20060401 80.00 No MI 100266000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 272000 1728.333333 360 358 7.25 0 0 0.375 7.625 WOODBRIDGE VA 22191 Single Family 272000 20060301 80.00 No MI 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 480000 3000 360 359 7.125 0 0 0.375 7.5 Lake Mary FL 32746 Single Family 480000 20060401 75.59 No MI 100039000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 158800 893.25 360 358 6.375 0 0 0.375 6.75 Odenville AL 35120 PUD 158800 20060301 80.00 No MI 100022000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 116500 631.0416667 360 357 6.125 0 0 0.375 6.5 Ringgold GA 30736 Single Family 116500 20060201 76.64 No MI 100022000000000000 2.25 20110101 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 190678.75 1211.604557 360 357 7.25 0 0 0.375 7.625 Fort Myers FL 33908 Condominium 192000 20060201 80.00 No MI 100022000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 88000 504.1666667 360 358 6.5 0 0 0.375 6.875 Covington GA 30016 Townhouse 88000 20060301 76.52 No MI 100293000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 172000 1164.583333 360 358 7.75 0 0 0.375 8.125 Aurora CO 80012 Single Family 172000 20060301 80.00 No MI 100030000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 239642.65 1678.12 360 358 7.125 0 0 0.375 7.5 Manassas VA 20110 PUD 240000 20060301 78.69 No MI 100234000000000000 2.25 20110201 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 339000 2295.3125 360 358 7.75 0 0 0.375 8.125 Chandler AZ 85226 PUD 339000 20060301 73.06 No MI 100173000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 221980 1294.883333 360 359 6.625 0 0 0.375 7 Casa Grande AZ 85222 PUD 221980 20060401 80.00 No MI 100189000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 45469.47 333.86 360 359 7.625 0 0 0.375 8 LYNCHBURG VA 24501 2-4 Family 45500 20060401 65.00 No MI 100425000000000000 2.25 20110301 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 73450 459.0625 360 358 7.125 0 0 0.375 7.5 Kaufman TX 75142 PUD 73450 20060301 65.00 No MI 100173000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 72800 455 360 358 7.125 0 0 0.375 7.5 Kaufman TX 75142 PUD 72800 20060301 65.00 No MI 100173000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 174745.87 1238.64 360 358 7.25 0 0 0.375 7.625 SALISBURY MA 1952 Condominium 175000 20060301 70.00 No MI 100095000000000000 2.25 20110201 13.625 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 360000 2025 360 360 6.375 0 0 0.375 6.75 MANASSAS VA 20111 Single Family 360000 20060501 65.45 No MI 100062000000000000 2.25 20110401 11.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360401 AFL2
GROUP I G01 1312500 8476.5625 360 358 7.375 0 0 0.375 7.75 Park City UT 84060 Single Family 1312500 20060301 75.00 No MI 100196000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 559107 3261.4575 360 359 6.625 0 0 0.375 7 BRENTWOOD CA 94513 Single Family 559107 20060401 80.00 No MI 010005700000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 159773 1081.796354 360 358 7.75 0 0 0.375 8.125 Belle Plaine MN 56011 Single Family 159773 20060301 80.00 No MI 100221000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 101106.61 725.37 360 358 7.375 0 0 0.375 7.75 Chicago IL 60620 Single Family 101250 20060301 75.00 No MI 111221000000000000 2.25 20110201 12.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 149500 903.2291667 360 359 6.875 0 0 0.375 7.25 Navarre FL 32566 Single Family 149500 20060401 65.00 No MI 100425000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 169383.33 1005.713522 360 358 6.75 0 0 0.375 7.125 PHOENIX AZ 85027 Single Family 169400 20060301 69.43 No MI 100240000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 108000 731.25 360 358 7.75 0 0 0.375 8.125 Stone Mountain GA 30083 Single Family 108000 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 139200 870 360 358 7.125 0 0 0.375 7.5 Winston Salem NC 27127 Single Family 139200 20060301 80.00 No MI 100066000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 561364 3391.574167 360 358 6.875 0 0 0.375 7.25 LAS VEGAS NV 89131 PUD 561364 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 294571 1933.122188 360 359 7.5 0 0 0.375 7.875 ANTHEM AZ 85086 PUD 294571 20060401 95.00 GE Capital MI 100057000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 120000 737.5 360 358 7 0 0 0.375 7.375 Chicago IL 60636 Single Family 120000 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 126400 776.8333333 360 358 7 0 0 0.375 7.375 Chicago IL 60620 Single Family 126400 20060301 80.00 No MI 100030000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 240000 1475 360 358 7 0 0 0.375 7.375 Victorville CA 92394 Single Family 240000 20060301 80.00 No MI 100357000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 300000 1781.25 360 358 6.75 0 0 0.375 7.125 Denver CO 80218 Single Family 300000 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 160000 1016.666667 360 358 7.25 0 0 0.375 7.625 Mesa AZ 85204 PUD 160000 20060301 80.00 No MI 100041000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 96450 653.046875 360 358 7.75 0 0 0.375 8.125 Stone Mountain GA 30083 Single Family 96450 20060301 74.25 No MI 100185000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 421120 2763.6 360 358 7.5 0 0 0.375 7.875 WELLINGTON FL 33414 Single Family 421120 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 94400 540.8333333 360 359 6.5 0 0 0.375 6.875 Columbia MD 21045 Condominium 94400 20060401 80.00 No MI 100078000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 384000 2080 360 357 6.125 0 0 0.375 6.5 LOCUST GROVE GA 30248 PUD 384000 20060201 80.00 No MI 010003200000000000 2.25 20110101 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 466400 3060.75 360 358 7.5 0 0 0.375 7.875 Chandler AZ 85249 Single Family 466400 20060301 80.00 No MI 100104000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 95352 635.68 360 357 7.625 0 0 0.375 8 UNION CITY GA 30291 Townhouse 95352 20060201 80.00 No MI 100032000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 95352 635.68 360 357 7.625 0 0 0.375 8 UNION CITY GA 30291 PUD 95352 20060201 80.00 No MI 100032000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 129191.74 874.7357396 360 357 7.75 0 0 0.375 8.125 COVINGTON GA 30016 PUD 129192 20060201 80.00 No MI 100032000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 180411 1071.190313 360 357 6.75 0 0 0.375 7.125 College Park GA 30349 PUD 180511 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 136000 920.8333333 360 360 7.75 0 0 0.375 8.125 WASHINGTON DC 20019 Single Family 136000 20060501 80.00 No MI 100297000000000000 2.25 20110401 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360401 AFL2
GROUP II G01 156350 879.46875 360 353 6.375 0 0 0.375 6.75 Kissimmee FL 34746 PUD 156350 20051001 79.99 No MI 100010000000000000 2.25 20100901 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20350901 AFL2
GROUP II G04 749990 3984.321875 360 353 6 0 0 0.375 6.375 HERMOSA BEACH CA 90254 Single Family 750000 20051001 78.95 No MI 100087000000000000 2.25 20150901 12.375 1.875 2 First Lien N Y 120 No_PP 360 120 N 20350901 ALT1
GROUP I G01 414750 2894.609375 360 359 8 0 0 0.375 8.375 Los Angeles CA 91331 Single Family 414750 20060401 79.00 No MI 100034000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 230000 1245.833333 360 360 6.125 0 0 0.375 6.5 National City CA 91950 Single Family 230000 20060501 51.11 No MI 100034000000000000 2.25 20110401 11.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360401 AFL2
GROUP II G02 204000 1190 360 360 6.625 0 0 0.375 7 Joshua Tree CA 92252 Single Family 204000 20060501 80.00 No MI 100034000000000000 2.25 20110401 13 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 205600 1028 360 359 5.625 0 0 0.375 6 Stuart FL 34997 Condominium 205600 20060401 80.00 No MI 100016000000000000 2.75 20110301 12 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 287328 1735.94 360 359 6.875 0 0 0.375 7.25 Jonestown TX 78645 Condominium 287328 20060401 80.00 No MI 100016000000000000 2.75 20110301 13.25 2.375 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 193400 1128.166667 360 359 6.625 0 0 0.375 7 Jacksonville FL 32222 PUD 193400 20060401 80.00 No MI 100016000000000000 2.75 20110301 13 2.375 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 115920 652.05 360 357 6.375 0 0 0.375 6.75 Covington GA 30014 Single Family 115920 20060201 80.00 No MI 100099000000000000 2.25 20110101 11.75 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 199600 1289.083333 360 358 7.375 0 0 0.375 7.75 West Palm Beach FL 33401 Condominium 199600 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 170625 1066.40625 360 357 7.125 0 0 0.375 7.5 Independence CA 93526 Single Family 170625 20060201 75.00 No MI 100034000000000000 2.25 20110101 13.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 262500 1832.03125 360 359 8 0 0 0.375 8.375 ATLANTA GA 30318 2-4 Family 262500 20060401 75.00 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 76800 480 360 359 7.125 0 0 0.375 7.5 AUGUSTA GA 30906 Single Family 76800 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 132000 866.25 360 359 7.5 0 0 0.375 7.875 LAKELAND FL 33809 Single Family 132000 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 86400 522 360 359 6.875 0 0 0.375 7.25 ROME GA 30161 Single Family 86400 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 123000 743.125 360 359 6.875 0 0 0.375 7.25 KENNESAW GA 30144 PUD 123000 20060401 67.21 No MI 100185000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 240000 1500 360 357 7.125 0 0 0.375 7.5 San Bernardino CA 92410 Single Family 240000 20060201 80.00 No MI 100034000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 104000 704.1666667 360 357 7.75 0 0 0.375 8.125 Charlotte NC 28216 PUD 104000 20060201 80.00 No MI 100034000000000000 2.25 20110101 14.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 220500 1447.03125 360 358 7.5 0 0 0.375 7.875 Riverside CA 92501 Single Family 220500 20060301 75.00 No MI 100386000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 128719.8 724.048875 360 357 6.375 0 0 0.375 6.75 Covington GA 30014 Single Family 128720 20060201 80.00 No MI 100099000000000000 2.25 20110101 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 157500 984.375 360 358 7.125 0 0 0.375 7.5 Orlando FL 32837 Condominium 157500 20060301 70.00 No MI 100234000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 295920 1849.5 360 358 7.125 0 0 0.375 7.5 Plainfield NJ 7060 2-4 Family 295920 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 124137 711.2015625 360 358 6.5 0 0 0.375 6.875 Tallahassee FL 32311 PUD 124137 20060301 65.00 No MI 100264000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 117050 792.5260417 360 358 7.75 0 0 0.375 8.125 BIRMINGHAM AL 35210 Single Family 117050 20060301 94.97 YES 100021000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 220000 1283.333333 360 354 6.625 0 0 0.375 7 North Miami Beach FL 33162 Single Family 220000 20051101 80.00 No MI 100014000000000000 2.375 20071001 12 1.875 1 First Lien N Y 120 No_PP 360 24 N 20351001 AFL2
GROUP II G01 196875 1250.976563 360 357 7.25 0 0 0.375 7.625 Gypsum CO 81637 Single Family 196875 20060201 75.00 No MI 100414000000000000 2.25 20110101 12.625 2 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 85600 535 360 357 7.125 0 0 0.375 7.5 MEMPHIS TN 38117 Single Family 85600 20060201 80.00 No MI 100213000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 307871.66 1763.848052 360 357 6.5 0 0 0.375 6.875 LORTON VA 22079 Condominium 308000 20060201 78.57 No MI 100213000000000000 2.25 20110101 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 176799.03 1197.076766 360 357 7.75 0 0 0.375 8.125 LAS VEGAS NV 89115 PUD 176800 20060201 80.00 No MI 100199000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 195641.26 1507.07 360 357 8.125 0 0 0.375 8.5 Fort Lauderdale FL 33319 PUD 196000 20060201 80.00 No MI 100266000000000000 2.375 20080101 13.5 1.875 1 First Lien N N 0 No_PP 360 24 N 20360101 AFL2
GROUP II G01 228000 1401.25 360 358 7 0 0 0.375 7.375 HIGHLAND CA 92410 Single Family 228000 20060301 80.00 No MI 100034000000000000 2.25 20110201 12.375 2 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 61045.4 465.16 360 356 8 0 0 0.375 8.375 Detroit MI 48206 2-4 Family 61200 20060101 80.00 No MI 100266000000000000 2.375 20071201 13.375 1.875 1 First Lien N N 0 No_PP 360 24 N 20351201 AFL2
GROUP I G01 262500 1722.65625 360 356 7.5 0 0 0.375 7.875 Coral Springs FL 33065 2-4 Family 262500 20060101 75.00 No MI 100034000000000000 2.25 20101201 13.875 2 2 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP I G01 268000 1758.75 360 357 7.5 0 0 0.375 7.875 Denver CO 80202 Condominium 268000 20060201 80.00 No MI 100101000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G02 134719.46 978.84 360 357 7.5 0 0 0.375 7.875 Tampa FL 33604 2-4 Family 135000 20060201 75.00 No MI 100238000000000000 2.25 20110101 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP II G02 134719.46 978.84 360 357 7.5 0 0 0.375 7.875 Tampa FL 33604 2-4 Family 135000 20060201 75.00 No MI 100238000000000000 2.25 20110101 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP II G02 141200 808.9583333 360 358 6.5 0 0 0.375 6.875 WYLIE TX 75098 PUD 141200 20060301 80.00 No MI 100252000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 148000 894.1666667 360 358 6.875 0 0 0.375 7.25 Lake Saint Louis MO 63367 PUD 148000 20060301 80.00 No MI 100238000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 245310 1456.528125 360 358 6.75 0 0 0.375 7.125 Surprise AZ 85379 PUD 245310 20060301 80.00 No MI 100189000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 404548.4 3076.77 360 359 8 0 0 0.375 8.375 Wildwood NJ 8260 Condominium 404800 20060401 80.00 No MI 100087000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 218400 1296.75 360 358 6.75 0 0 0.375 7.125 BOWIE MD 20716 PUD 218400 20060301 80.00 No MI 100289000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 90000 487.5 360 358 6.125 0 0 0.375 6.5 MONTEVALLO AL 35115 Single Family 90000 20060301 80.00 No MI 100021000000000000 2.25 20110201 11.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 414039 2760.26 360 358 7.625 0 0 0.375 8 Baltimore MD 21230 Single Family 414039 20060301 79.00 No MI 100173000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 302500 1922.135417 360 358 7.25 0 0 0.375 7.625 Brighton CO 80603 Single Family 302500 20060301 79.61 No MI 100400000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 96000 630 360 358 7.5 0 0 0.375 7.875 DETROIT MI 48205 Single Family 96000 20060301 80.00 No MI 100183000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 162400 1065.75 360 358 7.5 0 0 0.375 7.875 CUMMING GA 30041 PUD 162400 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 135150 915.078125 360 358 7.75 0 0 0.375 8.125 Ocoee FL 34761 Condominium 135150 20060301 79.98 No MI 100091000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 210400 1380.75 360 358 7.5 0 0 0.375 7.875 Adelanto CA 92301 Single Family 210400 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 162400 1099.583333 360 357 7.75 0 0 0.375 8.125 Cumberland RI 2864 Single Family 162400 20060201 80.00 No MI 010003400000000000 2.25 20110101 14.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 155550 1037 360 357 7.625 0 0 0.375 8 FAIRBURN GA 30213 Single Family 155550 20060201 79.98 No MI 100032000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 134849.36 856.8553083 360 357 7.25 0 0 0.375 7.625 LAWRENCEVILLE GA 30043 PUD 134850 20060201 79.98 No MI 100032000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 150320 986.475 360 357 7.5 0 0 0.375 7.875 Loganville GA 30052 PUD 150320 20060201 80.00 No MI 100032000000000000 2.25 20090101 13.875 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360101 AFL2
GROUP II G02 132400 730.9583333 360 358 6.25 0 0 0.375 6.625 Minneapolis MN 55411 Single Family 132400 20060301 80.00 No MI 100400000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 174000 1033.125 360 358 6.75 0 0 0.375 7.125 Chaska MN 55318 Condominium 174000 20060301 80.00 No MI 100400000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 127667.27 949.8 360 357 7.75 0 0 0.375 8.125 Grand Prairie TX 75052 PUD 127920 20060201 80.00 No MI 100099000000000000 2.25 20110101 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G01 325568.92 2068.719179 360 357 7.25 0 0 0.375 7.625 Douglasville GA 30134 Single Family 325600 20060201 74.00 No MI 100034000000000000 2.25 20110101 13.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 135299.62 873.8100458 360 355 7.375 0 0 0.375 7.75 San Antonio TX 78260 PUD 135300 20051201 79.97 No MI 100039000000000000 2.25 20101101 12.75 2.375 1 First Lien N Y 120 No_PP 360 60 N 20351101 AFL2
GROUP I G01 172975.21 1189.204569 360 357 7.875 0 0 0.375 8.25 STONE MOUNTAIN GA 30087 PUD 172976 20060201 80.00 No MI 100032000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 536000 3070.833333 360 359 6.5 0 0 0.375 6.875 North Bergen NJ 7047 2-4 Family 536000 20060401 80.00 No MI 100234000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 211200 1342 360 359 7.25 0 0 0.375 7.625 Pembroke Pines FL 33026 PUD 211200 20060401 80.00 No MI 010023400000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 1372500 8864.0625 360 359 7.375 0 0 0.375 7.75 Potomac MD 20854 PUD 1372500 20060401 70.00 No MI 100028000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 136880 841.2416667 360 359 7 0 0 0.375 7.375 FORT COLLINS CO 80526 PUD 136880 20060401 80.00 No MI 100022000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 324000 1822.5 360 357 6.375 0 0 0.375 6.75 Milford OH 45150 PUD 324000 20060201 80.00 No MI 100126000000000000 2.25 20110101 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G03 440000 2429.166667 360 359 6.25 0 0 0.375 6.625 Phoenix AZ 85018 Single Family 440000 20060401 80.00 No MI 100195000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 158496 842.01 360 358 6 0 0 0.375 6.375 PEYTON CO 80831 PUD 158496 20060301 80.00 No MI 100063000000000000 2.375 20080201 11.375 1.875 1 First Lien N Y 120 Prepay 360 24 N 20360201 AFL2
GROUP II G01 106600 566.3125 360 359 6 0 0 0.375 6.375 Charlottesville VA 22901 Condominium 106600 20060401 75.00 No MI 100031000000000000 2.25 20110301 11.375 2 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 244000 1423.333333 360 359 6.625 0 0 0.375 7 North Las Vegas NV 89032 PUD 244000 20060401 80.00 No MI 100096000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 184720 1231.466667 360 359 7.625 0 0 0.375 8 WINCHESTER VA 22601 Single Family 184720 20060401 80.00 No MI 100199000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 272000 1558.333333 360 359 6.5 0 0 0.375 6.875 Colton CA 92324 Single Family 272000 20060401 80.00 No MI 100196000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 386616 2416.35 360 359 7.125 0 0 0.375 7.5 PEORIA AZ 85383 PUD 386616 20060401 90.00 GE Capital MI 100057000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 748736.21 4926.97 360 358 6.5 0 0 0.375 6.875 Essex MA 1929 Single Family 750000 20060301 64.94 No MI 100061000000000000 2.25 20110201 12.875 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 75400 424.125 360 359 6.375 0 0 0.375 6.75 Columbia SC 29212 Single Family 75400 20060401 65.00 No MI 100061000000000000 2.25 20110301 12.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 199200 1286.5 360 359 7.375 0 0 0.375 7.75 Davenport FL 33897 PUD 199200 20060401 80.00 No MI 010035000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 119200 831.9166667 360 359 8 0 0 0.375 8.375 ATL GA 30314 2-4 Family 119200 20060401 80.00 No MI 001000610000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 121500 772.03125 360 359 7.25 0 0 0.375 7.625 SALT LAKE CITY UT 84128 Single Family 121500 20060401 75.00 No MI 100414000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 92000 584.5833333 360 358 7.25 0 0 0.375 7.625 Forest Park GA 30297 Single Family 92000 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 747500 4048.958333 360 359 6.125 0 0 0.375 6.5 Denver CO 80220 Single Family 747500 20060401 65.00 No MI 100418000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G03 520000 3195.833333 360 359 7 0 0 0.375 7.375 Miami FL 33176 Single Family 520000 20060401 80.00 No MI 100034000000000000 2.25 20110301 13.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 188000 1037.916667 360 359 6.25 0 0 0.375 6.625 PAYSON UT 84651 Single Family 188000 20060401 80.00 No MI 100125000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 429600 2953.5 360 359 7.875 0 0 0.375 8.25 Passaic NJ 7055 2-4 Family 429600 20060401 80.00 No MI 100234000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 960000 6200 360 359 7.375 0 0 0.375 7.75 Chantilly VA 20152 Single Family 960000 20060401 80.00 No MI 000000005800602060 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 157500 1017.1875 360 352 7.375 0 0 0.375 7.75 ST PETERSBURG FL 33705 2-4 Family 157500 20050901 70.00 No MI 100221000000000000 4.875 20100801 13.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20350801 ALT1
GROUP I G01 84191.59 558.39 360 349 6.5 0 0 0.375 6.875 AUGUSTA GA 30906 Single Family 85000 20050601 89.47 Mortgage Guaranty In 100030000000000000 2.75 20070501 12.875 4.5 2 First Lien N N 0 No_PP 360 24 N 20350501 ALT1
GROUP I G01 130359.25 814.7453125 360 350 7.125 0 0 0.375 7.5 WEST JORDAN UT 84118 Single Family 130400 20050701 80.00 No MI 100030000000000000 2.75 20070601 13.5 2.375 2 First Lien N Y 120 No_PP 360 24 N 20350601 ALT1
GROUP I G01 137199.3 728.8712812 360 352 6 0 0 0.375 6.375 DOUGLASVILLE GA 30135 PUD 137200 20050901 80.00 No MI 100030000000000000 2.75 20070801 12.375 2.375 2 First Lien N Y 24 No_PP 360 24 N 20350801 ALT1
GROUP II G01 226800 1417.5 360 358 7.125 0 0 0.375 7.5 LACEY WA 98503 PUD 226800 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.5 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G03 1024725 6191.046875 360 358 6.875 0 0 0.375 7.25 CORONA CA 92882 Single Family 1024725 20060301 64.05 No MI 100386000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G02 195365 1221.03125 360 358 7.125 0 0 0.375 7.5 TOLLESON AZ 85353 PUD 195365 20060301 75.00 No MI 100386000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 380000 2454.166667 360 358 7.375 0 0 0.375 7.75 BLUE BELL PA 19422 Single Family 380000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP I G01 184000 1207.5 360 358 7.5 0 0 0.375 7.875 POMPANO BEACH FL 33064 Single Family 184000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 582400 3943.333333 360 358 7.75 0 0 0.375 8.125 CORAL SPRINGS FL 33065 2-4 Family 582400 20060301 80.00 No MI 100386000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G01 73643.92 509.03 360 359 7 0 0 0.375 7.375 BALTIMORE MD 21223 Single Family 73700 20060401 79.25 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 WALN
GROUP I G01 135900 920.15625 360 358 7.75 0 0 0.375 8.125 MANKATO MN 56001 Single Family 135900 20060301 79.99 No MI 100386000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G01 119501.96 795.71 360 359 6.625 0 0 0.375 7 TEMPE AZ 85281 Condominium 119600 20060401 80.00 No MI 100386000000000000 2.25 20110301 12 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 WALN
GROUP I G01 136505.74 979.34 360 358 7.375 0 0 0.375 7.75 GRAND PRAIRIE TX 75052 PUD 136700 20060301 79.99 No MI 100386000000000000 2.25 20110201 12.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 WALN
GROUP I G01 592000 4008.333333 360 358 7.75 0 0 0.375 8.125 CORONA CA 92880 Single Family 592000 20060301 80.00 No MI 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G02 90320 545.6833333 360 359 6.875 0 0 0.375 7.25 DALLAS GA 30157 Single Family 90320 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 264000 1787.5 360 359 7.75 0 0 0.375 8.125 PASADENA MD 21122 Single Family 264000 20060401 80.00 No MI 100386000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G03 428000 2541.25 360 359 6.75 0 0 0.375 7.125 WESTFIELD NJ 7090 Single Family 428000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G03 499120 3067.508333 360 358 7 0 0 0.375 7.375 LITCHFIELD PARK AZ 85340 PUD 499120 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G02 179866.41 1258.59 360 359 7.125 0 0 0.375 7.5 KISSIMMEE FL 34759 2-4 Family 180000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 WALN
GROUP I G01 364000 2388.75 360 359 7.5 0 0 0.375 7.875 RICHMOND CA 94804 2-4 Family 364000 20060401 80.00 No MI 1003345-0000011887 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 172100 1111.479167 360 359 7.375 0 0 0.375 7.75 PHOENIX AZ 85008 2-4 Family 172100 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 88000 540.8333333 360 359 7 0 0 0.375 7.375 REDWOOD FALLS MN 56283 Single Family 88000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 253600 1637.833333 360 359 7.375 0 0 0.375 7.75 WEST PALM BEACH FL 33407 PUD 253600 20060401 80.00 No MI 100345000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G03 582721.95 3880.05 360 359 6.625 0 0 0.375 7 STUART FL 34997 Single Family 583200 20060401 80.00 No MI 100386000000000000 2.25 20110301 12 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 WALN
GROUP II G01 290000 1661.458333 360 359 6.5 0 0 0.375 6.875 WALLINGFORD PA 19086 Single Family 290000 20060401 67.44 No MI 100386000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 518400 3510 360 358 7.75 0 0 0.375 8.125 SCOTTSDALE AZ 85255 PUD 518400 20060301 80.00 No MI 100386000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 628750 4060.677083 360 359 7.375 0 0 0.375 7.75 PHOENIX AZ 85018 Single Family 630750 20060401 75.00 No MI 100386000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 255200 1568.416667 360 359 7 0 0 0.375 7.375 SAYREVILLE NJ 8872 Townhouse 255200 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 520000 3466.666667 360 359 7.625 0 0 0.375 8 CORAL GABLES FL 33134 Single Family 520000 20060401 80.00 No MI 100386000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G03 1387500 8671.875 360 359 7.125 0 0 0.375 7.5 CELEBRATION FL 34747 PUD 1387500 20060401 75.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 220000 1397.916667 360 359 7.25 0 0 0.375 7.625 GWYNN OAK MD 21207 Single Family 220000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 311717.94 1972.06 360 359 6.125 0 0 0.375 6.5 MIAMI FL 33173 PUD 312000 20060401 80.00 No MI 100386000000000000 2.375 20080301 11.5 1.875 1 First Lien N N 0 No_PP 360 24 N 20360301 WALN
GROUP I G01 1166250 8139.453125 360 359 8 0 0 0.375 8.375 WARREN NJ 7059 Single Family 1166250 20060401 75.00 No MI 100386000000000000 2.25 20110301 13.375 2 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 111920 757.7916667 360 359 7.75 0 0 0.375 8.125 MANKATO MN 56001 2-4 Family 111920 20060401 80.00 No MI 100386000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 129200 874.7916667 360 359 7.75 0 0 0.375 8.125 MANKATO MN 56001 2-4 Family 129200 20060401 80.00 No MI 100386000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G03 468000 2876.25 360 359 7 0 0 0.375 7.375 CAMERON PARK CA 95682 Single Family 468000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 340000 1947.916667 360 359 6.5 0 0 0.375 6.875 BRONX NY 10469 Single Family 340000 20060401 85.00 PMI 100386000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 176000 1155 360 359 7.5 0 0 0.375 7.875 TUCSON AZ 85736 Single Family 176000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 200000 1250 360 359 7.125 0 0 0.375 7.5 POMPANO BEACH FL 33064 Single Family 200000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 397950 2404.28125 360 359 6.875 0 0 0.375 7.25 ONTARIO CA 91764 Single Family 397950 20060401 79.99 No MI 100386000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 312000 1690 360 359 6.125 0 0 0.375 6.5 MONUMENT CO 80132 Single Family 312000 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 139710.86 1050.27 360 359 7.875 0 0 0.375 8.25 SAUK RAPIDS MN 56379 Single Family 139800 20060401 80.00 No MI 100281000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 WALN
GROUP II G02 404000 2440.833333 360 359 6.875 0 0 0.375 7.25 FONTANA CA 92337 Single Family 404000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 291754.69 1918.23 360 359 6.5 0 0 0.375 6.875 MINNEAPOLIS MN 55413 2-4 Family 292000 20060401 80.00 No MI 100281000000000000 2.25 20110301 11.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 WALN
GROUP I G01 607200 4237.75 360 359 8 0 0 0.375 8.375 HUNTINGTON BEACH CA 92647 Single Family 607200 20060401 80.00 No MI 1003345-0000012099 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 356000 2039.583333 360 359 6.5 0 0 0.375 6.875 FREDERICKSBURG VA 22405 PUD 356000 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 190818.77 1176.02 360 359 5.875 0 0 0.375 6.25 LOS ANGELES CA 90003 2-4 Family 191000 20060401 38.20 No MI 100386000000000000 2.25 20110301 11.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 WALN
GROUP I G01 380000 2533.333333 360 359 7.625 0 0 0.375 8 MIAMI FL 33187 Single Family 380000 20060401 80.00 No MI 100386000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 150000 828.125 360 359 6.25 0 0 0.375 6.625 NOTTINGHAM MD 21236 Townhouse 150000 20060401 79.79 No MI 100386000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 139903.65 1015.1 360 359 7.5 0 0 0.375 7.875 BALTIMORE MD 21210 2-4 Family 140000 20060401 70.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 WALN
GROUP II G02 88518.5 553.240625 360 359 7.125 0 0 0.375 7.5 RALEIGH NC 27614 Condominium 88518.5 20060401 70.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 240800 1354.5 360 359 6.375 0 0 0.375 6.75 N LAS VEGAS NV 89031 Single Family 240800 20060401 80.00 No MI 001008330000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 392000 2409.166667 360 359 7 0 0 0.375 7.375 SAN JOSE CA 95136 Condominium 392000 20060401 68.17 No MI 100074000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 108558.12 760.19 360 358 7.125 0 0 0.375 7.5 TAMPA FL 33605 2-4 Family 108720 20060301 77.66 No MI 100061000000000000 2.25 20090201 13.5 1.875 1 First Lien N N 0 Prepay 360 36 N 20360201 AFL2
GROUP I G01 750000 5234.375 360 359 8 0 0 0.375 8.375 Los Angeles CA 90067 Condominium 750000 20060401 75.00 No MI 2.25 20110301 13.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 202704 1224.67 360 359 6.875 0 0 0.375 7.25 CARMEL IN 46032 PUD 202704 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 186397.47 1203.816994 360 357 7.375 0 0 0.375 7.75 Bristol CT 6010 2-4 Family 186400 20060201 80.00 No MI 100034000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G02 106400 653.9166667 360 359 7 0 0 0.375 7.375 Hyattsville MD 20784 Condominium 106400 20060401 80.00 No MI 100031000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 194505.72 1281.01 360 357 6.5 0 0 0.375 6.875 Portland OR 97236 Single Family 195000 20060201 75.00 No MI 100114000000000000 2.25 20110101 12.875 1.875 2 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP II G01 187400 1151.729167 360 359 7 0 0 0.375 7.375 LAS VEGAS NV 89122 Single Family 187400 20060401 79.41 No MI 100183000000000000 2.25 20110301 13.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 210400 1183.5 360 359 6.375 0 0 0.375 6.75 LAS VEGAS NV 89102 Single Family 210400 20060401 80.00 No MI 100183000000000000 2.25 20110301 12.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 471200 2748.666667 360 359 6.625 0 0 0.375 7 SANTA ANA CA 92701 Single Family 471200 20060401 80.00 No MI 100087000000000000 2.25 20110301 13 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 144000 1005 360 359 8 0 0 0.375 8.375 Atlanta GA 30310 Single Family 144000 20060401 80.00 No MI 100266000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 173520 1084.5 360 359 7.125 0 0 0.375 7.5 Lehigh Acres FL 33971 Single Family 173520 20060401 80.00 No MI 100238000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 66400 415 360 359 7.125 0 0 0.375 7.5 RIDGELAND MS 39157 Single Family 66400 20060401 80.00 No MI 100199000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 220000 1260.416667 360 359 6.5 0 0 0.375 6.875 ANNANDALE VA 22003 Condominium 220000 20060401 80.00 No MI 100293000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 417000 2432.5 360 359 6.625 0 0 0.375 7 Falls Church VA 22042 Single Family 417000 20060401 75.82 No MI 100031000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 151900.57 1128.6 360 359 7.75 0 0 0.375 8.125 Kissimmee FL 34759 Single Family 152000 20060401 79.99 No MI 100039000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 77600 501.1666667 360 359 7.375 0 0 0.375 7.75 RIDGELAND MS 39157 Townhouse 77600 20060401 80.00 No MI 100199000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 139292 856.0654167 360 358 7 0 0 0.375 7.375 Portland OR 97236 Condominium 139292 20060301 80.00 No MI 100114000000000000 2.25 20110201 12.375 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 200000 1145.833333 360 359 6.5 0 0 0.375 6.875 West Palm Beach FL 33401 Condominium 200000 20060401 57.14 No MI 100035000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 143200 895 360 359 7.125 0 0 0.375 7.5 COV KY 41011 Condominium 143200 20060401 80.00 No MI 100331000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 417000 2519.375 360 359 6.875 0 0 0.375 7.25 Winnetka CA 91306 Single Family 417000 20060401 79.58 No MI 100386000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 146250 898.828125 360 359 7 0 0 0.375 7.375 SANDY UT 84070 Single Family 146250 20060401 75.00 No MI 010019900000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 332500 2251.302083 360 358 7.75 0 0 0.375 8.125 Cartersville GA 30121 2-4 Family 332500 20060301 70.00 No MI 100264000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 159200 1044.75 360 358 7.5 0 0 0.375 7.875 Buford GA 30518 PUD 159200 20060301 80.00 No MI 100039000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 201999.47 1157.28863 360 358 6.5 0 0 0.375 6.875 Castle Rock CO 80104 PUD 202000 20060301 80.00 No MI 100095000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 122400 816 360 359 7.625 0 0 0.375 8 HALETHORPE MD 21227 Townhouse 122400 20060401 80.00 No MI 100297000000000000 2.25 20110301 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 293802.73 2157.27 360 359 7.625 0 0 0.375 8 Phoenix AZ 85020 Single Family 294000 20060401 70.00 No MI 100010000000000000 2.25 20110301 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 193824.68 1323.26 360 359 6.875 0 0 0.375 7.25 Sun Lakes AZ 85248 PUD 193976 20060401 70.00 No MI 100030000000000000 2.25 20110301 12.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 245597 1407.066146 360 354 6.5 0 0 0.375 6.875 Tampa FL 33625 PUD 245600 20051101 80.00 No MI 2.25 20101001 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351001 AFL2
GROUP II G02 247724 1316.03375 360 359 6 0 0 0.375 6.375 SMYRNA GA 30082 PUD 247724 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 276000 1897.5 360 360 7.875 0 0 0.375 8.25 St Charles IL 60175 Single Family 276000 20060501 80.00 No MI 100030000000000000 2.25 20110401 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G03 446832 2559.975 360 359 6.5 0 0 0.375 6.875 ROSEVILLE CA 95747 PUD 446832 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 111455.99 684.9899385 360 359 7 0 0 0.375 7.375 Union KY 41091 PUD 111456 20060401 80.00 No MI 2.25 20110301 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 163062.89 1072.11 360 359 6.5 0 0 0.375 6.875 Henderson NV 89014 Condominium 163200 20060401 80.00 No MI 100022000000000000 2.25 20110301 11.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 136000 892.5 360 359 7.5 0 0 0.375 7.875 Riverton UT 84065 Single Family 136000 20060401 80.00 No MI 010099200000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 114000 724.375 360 359 7.25 0 0 0.375 7.625 Laporte CO 80535 Single Family 114000 20060401 80.00 No MI 100030000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 83650 531.5260417 360 359 7.25 0 0 0.375 7.625 Tucson AZ 85713 Single Family 83650 20060401 70.00 No MI 010017400000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 187425 1288.546875 360 359 7.875 0 0 0.375 8.25 NORTH PORT FL 34288 Single Family 187425 20060401 75.00 No MI 100173000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 224800 1522.083333 360 359 7.75 0 0 0.375 8.125 Indianapolis IN 46208 Single Family 224800 20060401 80.00 No MI 100425000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 395300 2470.625 360 359 7.125 0 0 0.375 7.5 BEALETON VA 22712 PUD 395300 20060401 80.00 No MI 100028000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 232500 1574.21875 360 359 7.75 0 0 0.375 8.125 Miami FL 33131 Condominium 232500 20060401 75.00 No MI 100203000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 668000 4035.833333 360 359 6.875 0 0 0.375 7.25 Cape Coral FL 33904 Single Family 668000 20060401 80.00 No MI 100229000000000000 2.25 20110301 13.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 780000 5037.5 360 359 7.375 0 0 0.375 7.75 Fripp Island SC 29920 Single Family 780000 20060401 79.19 No MI 100229000000000000 2.25 20110301 13.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 421000 2455.833333 360 359 6.625 0 0 0.375 7 Murrells Inlet SC 29576 Single Family 421000 20060401 79.43 No MI 100229000000000000 2.25 20110301 13 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 580000 3866.666667 360 359 7.625 0 0 0.375 8 FLOSSMOOR IL 60422 Single Family 580000 20060401 80.00 No MI 100221000000000000 2.25 20110301 13 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 231840.34 1682.16 360 359 7.5 0 0 0.375 7.875 CHICAGO IL 60620 2-4 Family 232000 20060401 80.00 No MI 100221000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 263827.3 1960.2 360 359 7.75 0 0 0.375 8.125 Chicago IL 60640 Condominium 264000 20060401 70.49 No MI 100221000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 144000 855 360 359 6.75 0 0 0.375 7.125 Dracut MA 1826 Condominium 144000 20060401 80.00 No MI 100016000000000000 2.25 20110301 13.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 91992 536.62 360 359 6.625 0 0 0.375 7 Lake Mary FL 32746 Condominium 91992 20060401 80.00 No MI 100016000000000000 2.25 20110301 13 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 128799.02 630.5785354 360 359 5.5 0 0 0.375 5.875 Frederick MD 21702 Condominium 128800 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 222850 1392.8125 360 359 7.125 0 0 0.375 7.5 Chesterfield VA 23832 Single Family 222850 20060401 80.00 No MI 100031000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 317349 1619.802188 360 359 5.75 0 0 0.375 6.125 Snohomish WA 98286 PUD 317349 20060401 80.00 No MI 100016000000000000 2.25 20110301 11.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 1000000 5729.166667 360 358 6.5 0 0 0.375 6.875 Scottsdale AZ 85258 Single Family 1000000 20060301 64.52 No MI 001000160000000000 2.75 20110201 12.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 161250 1125.390625 360 359 8 0 0 0.375 8.375 FRED VA 22407 Single Family 161250 20060401 75.00 No MI 100196000000000000 2.25 20110301 13.375 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 89600 541.3333333 360 359 6.875 0 0 0.375 7.25 Forest Park GA 30297 Single Family 89600 20060401 80.00 No MI 100099000000000000 2.25 20090301 13.25 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360301 AFL2
GROUP II G02 265000 1656.25 360 359 7.125 0 0 0.375 7.5 Maineville OH 45039 PUD 265000 20060401 79.99 No MI 010003100000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 240000 1200 360 359 5.625 0 0 0.375 6 VALLEJO CA 94591 Single Family 240000 20060401 48.98 No MI 100074000000000000 2.25 20110301 12 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G04 400000 2166.666667 360 357 6.125 0 0 0.375 6.5 SAN DIEGO CA 92113 Single Family 400000 20060201 80.00 No MI 100185000000000000 2.25 20160101 12.5 1.875 2 First Lien N Y 120 No_PP 360 120 N 20360101 AFL2
GROUP I G01 150000 1015.625 360 359 7.75 0 0 0.375 8.125 Spokane WA 99218 Single Family 150000 20060401 75.00 No MI 100114000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 136000 878.3333333 360 357 7.375 0 0 0.375 7.75 MCDONOUGH GA 30252 Single Family 136000 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 172000 1182.5 360 359 7.875 0 0 0.375 8.25 PHOENIX AZ 85037 Single Family 172000 20060401 80.00 No MI 100400000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 297587.21 1983.914733 360 359 7.625 0 0 0.375 8 NEW CARROLLTON MD 20784 Single Family 297600 20060401 80.00 No MI 100199000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 207920 1364.475 360 358 7.5 0 0 0.375 7.875 Goodyear AZ 85338 PUD 207920 20060301 80.00 No MI 100125000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 1202500 6889.322917 360 358 6.5 0 0 0.375 6.875 San Rafael CA 94903 Single Family 1202500 20060301 65.00 No MI 100161000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 387099.11 2177.432494 360 359 6.375 0 0 0.375 6.75 Peoria AZ 85383 PUD 387100 20060401 79.99 No MI 010043100000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 311406.38 1921.04 360 358 5.875 0 0 0.375 6.25 Minneapolis MN 55405 Single Family 312000 20060301 80.00 No MI 100061000000000000 2.25 20110201 12.25 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 59100 357.0625 360 359 6.875 0 0 0.375 7.25 Dallas GA 30132 Single Family 59100 20060401 69.97 No MI 100185000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 170400 994 360 358 6.625 0 0 0.375 7 COLLEGE PARK GA 30349 2-4 Family 170400 20060301 80.00 No MI 100099000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 289600 1629 360 358 6.375 0 0 0.375 6.75 Hilton Head Island SC 29928 Condominium 289600 20060301 80.00 No MI 100061000000000000 2.25 20110201 12.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 368214 2147.915 360 358 6.625 0 0 0.375 7 Woodstock GA 30189 PUD 368214 20060301 80.00 No MI 100099000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 304900 1556.260417 360 358 5.75 0 0 0.375 6.125 York ME 3909 Single Family 305000 20060301 50.83 No MI 100061000000000000 2.25 20110201 12.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 319600 1864.333333 360 360 6.625 0 0 0.375 7 ORANGEVALE CA 95662 Single Family 319600 20060501 80.00 No MI 100152000000000000 2.25 20110401 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 317000 1816.145833 360 360 6.5 0 0 0.375 6.875 Fairfax VA 22033 Single Family 317000 20060501 63.41 No MI 100218000000000000 2.25 20110401 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 178000 1242.291667 360 359 8 0 0 0.375 8.375 Chandler AZ 85225 Single Family 178000 20060401 80.00 No MI 100101000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 1102500 7464.84375 360 359 7.75 0 0 0.375 8.125 Webster MN 55088 Single Family 1102500 20060401 75.00 No MI 100400000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 689000 3803.854167 360 359 6.25 0 0 0.375 6.625 Bluffton SC 29910 PUD 689000 20060401 65.00 No MI 2.25 20110301 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 387000 2297.8125 360 359 6.75 0 0 0.375 7.125 MARLBORO MD 20772 Single Family 387000 20060401 71.67 No MI 100213000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 680000 4250 360 359 7.125 0 0 0.375 7.5 Leesburg VA 20176 PUD 680000 20060401 80.00 No MI 1001023-7357011294 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 197400 1295.4375 360 358 7.5 0 0 0.375 7.875 Victorville CA 92392 Single Family 197400 20060301 70.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 245000 1582.291667 360 358 7.375 0 0 0.375 7.75 Helendale CA 92342 PUD 245000 20060301 70.00 No MI 100185000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 74973.07 523.249551 360 360 8 0 0 0.375 8.375 Hinesville GA 31313 Single Family 75500 20060501 79.47 No MI 100229000000000000 2.25 20110401 14.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G04 559079.28 3725.69 360 358 6.625 0 0 0.375 7 Fairview TX 75069 PUD 560000 20060301 80.00 No MI 1000536-3006107634 2.25 20160201 12 1.875 2 First Lien N N 0 No_PP 360 120 N 20360201 AFL2
GROUP I G01 205350 1112.3125 360 358 6.125 0 0 0.375 6.5 Oviedo FL 32765 PUD 205350 20060301 79.98 No MI 100016000000000000 2.25 20090201 12.5 1.875 2 First Lien N Y 120 Prepay 360 36 N 20360201 AFL2
GROUP I G01 163866 1109.509375 360 359 7.75 0 0 0.375 8.125 indianapolis IN 46237 Single Family 163866 20060401 75.00 No MI 100331000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 104925 688.5703125 360 359 7.5 0 0 0.375 7.875 COLUMBUS OH 43202 2-4 Family 104925 20060401 75.00 No MI 100331000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 328135 1606.494271 360 359 5.5 0 0 0.375 5.875 FREDERICK MD 21704 PUD 328135 20060401 70.00 No MI 100289000000000000 2.25 20110301 10.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 84384.22 620.02 360 358 7.625 0 0 0.375 8 Salt Lake City UT 84104 Single Family 84498 20060301 80.00 No MI 100125000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 70125 409.0625 360 358 6.625 0 0 0.375 7 Elgin SC 29045 Single Family 70125 20060301 75.00 No MI 100147000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 65000 433.3333333 360 358 7.625 0 0 0.375 8 Morrow GA 30260 Single Family 65000 20060301 60.75 No MI 100229000000000000 2.75 20110201 14 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 136000 920.8333333 360 357 7.75 0 0 0.375 8.125 UNION CITY GA 30291 Single Family 136000 20060201 80.00 No MI 100032000000000000 2.25 20110101 13.125 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 160392 1002.45 360 357 7.125 0 0 0.375 7.5 FAIRBURN GA 30213 PUD 160392 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 191578.98 1157.456338 360 357 6.875 0 0 0.375 7.25 POWDER SPRINGS GA 30127 PUD 191579 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 221600 1454.25 360 359 7.5 0 0 0.375 7.875 Naples FL 34105 Condominium 221600 20060401 79.97 No MI 100022000000000000 2.25 20110301 12.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 58500 402.1875 360 359 7.875 0 0 0.375 8.25 DETROIT MI 48228 Single Family 58500 20060401 90.00 PMI 100183000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 389703.24 2693.63 360 359 7 0 0 0.375 7.375 Chicago IL 60657 2-4 Family 390000 20060401 59.54 No MI 100425000000000000 2.25 20110301 12.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 184000 1130.833333 360 359 7 0 0 0.375 7.375 BAKERSFIELD CA 93309 Single Family 184000 20060401 80.00 No MI 100183000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 472500 3100.78125 360 359 7.5 0 0 0.375 7.875 FREMONT CA 94538 Single Family 472500 20060401 73.83 No MI 100074000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 147903.18 1098.9 360 359 7.75 0 0 0.375 8.125 Vineland NJ 8360 2-4 Family 148000 20060401 80.00 No MI 100234000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G03 464000 2658.333333 360 359 6.5 0 0 0.375 6.875 SAN MARCOS CA 92069 Single Family 464000 20060401 78.25 No MI 100074000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 348000 2175 360 360 7.125 0 0 0.375 7.5 Woodbridge VA 22193 Single Family 348000 20060501 80.00 No MI 100218000000000000 2.25 20110401 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G03 990000 6084.375 360 359 7 0 0 0.375 7.375 BELLEAIR BEACH FL 33786 Single Family 990000 20060401 75.00 No MI 100022000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 276000 1667.5 360 359 6.875 0 0 0.375 7.25 Orange NJ 7050 Single Family 276000 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 133440.99 847.9062906 360 357 7.25 0 0 0.375 7.625 Hampton GA 30228 Single Family 133442 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 183104 1144.4 360 357 7.125 0 0 0.375 7.5 Palmdale CA 93550 Single Family 183104 20060201 80.00 No MI 100034000000000000 2.25 20110101 13.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 160000 1033.333333 360 357 7.375 0 0 0.375 7.75 McDonough GA 30253 PUD 160000 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 132000 811.25 360 357 7 0 0 0.375 7.375 Dallas GA 30157 PUD 132000 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 177800 1148.291667 360 357 7.375 0 0 0.375 7.75 BUFORD GA 30519 PUD 177800 20060201 79.98 No MI 100032000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 81000 464.0625 360 358 6.5 0 0 0.375 6.875 Dearborn Heights MI 48125 Single Family 81000 20060301 75.00 No MI 100238000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 176180 1119.477083 360 357 7.25 0 0 0.375 7.625 MCDONOUGH GA 30252 PUD 176180 20060201 80.00 No MI 1000321-0000062451 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 356000 2225 360 357 7.125 0 0 0.375 7.5 MCDONOUGH GA 30252 PUD 356000 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 189832 1206.224167 360 357 7.25 0 0 0.375 7.625 COLLEGE PARK GA 30349 PUD 189832 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 145440 909 360 357 7.125 0 0 0.375 7.5 LAWRENCEVILLE GA 30043 PUD 145440 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 131200 888.3333333 360 357 7.75 0 0 0.375 8.125 NORCROSS GA 30093 Single Family 131200 20060201 80.00 No MI 100032000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 136720 868.7416667 360 359 7.25 0 0 0.375 7.625 Hollywood FL 33025 Condominium 136720 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 132000 907.5 360 358 7.875 0 0 0.375 8.25 Gilbert AZ 85234 Single Family 132000 20060301 80.00 No MI 100137000000000000 2.75 20110201 14.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 252000 1522.5 360 359 6.875 0 0 0.375 7.25 Passaic NJ 7055 2-4 Family 252000 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.25 2.375 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 196000 1184.166667 360 358 6.875 0 0 0.375 7.25 LAKEWOOD CO 80232 Single Family 196000 20060301 80.00 No MI 100173000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 122400 624.75 360 359 5.75 0 0 0.375 6.125 MIDVALE UT 84047 Single Family 122400 20060401 80.00 No MI 100125000000000000 2.25 20090301 12.125 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360301 AFL2
GROUP II G01 164874.45 1139.61 360 359 7 0 0 0.375 7.375 DENVER NC 28037 Single Family 165000 20060401 52.38 No MI 100247000000000000 2.25 20110301 12.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 248950 1400.34375 360 359 6.375 0 0 0.375 6.75 Ellenwood GA 30294 PUD 248950 20060401 65.00 No MI 100034000000000000 2.25 20110301 12.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 191864.49 1375.51 360 359 7.375 0 0 0.375 7.75 Laconia NH 3246 Condominium 192000 20060401 79.01 No MI 100010000000000000 2.25 20110301 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 354130.33 2447.75 360 359 7 0 0 0.375 7.375 STEVENSON RANCH CA 91381 Condominium 354400 20060401 80.00 No MI 100311000000000000 2.25 20110301 12.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 118800 693 360 359 6.625 0 0 0.375 7 FOUNTAIN CO 80817 Single Family 118800 20060401 80.00 No MI 100125000000000000 2.25 20090301 13 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360301 AFL2
GROUP I G01 185000 1175.520833 360 360 7.25 0 0 0.375 7.625 Albuquerque NM 87112 2-4 Family 185000 20060501 64.69 No MI 100425000000000000 2.25 20110401 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360401 AFL2
GROUP II G02 383428.26 2684.98 360 358 7.125 0 0 0.375 7.5 JERSEY CITY NJ 7306 2-4 Family 384000 20060301 80.00 No MI 100247000000000000 4.75 20110201 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 302400 1921.5 360 358 7.25 0 0 0.375 7.625 ELIZABETH NJ 7201 2-4 Family 302400 20060301 70.00 No MI 100322000000000000 3.25 20110201 12.625 4.375 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 628000 3859.583333 360 358 7 0 0 0.375 7.375 Moorpark CA 93021 Single Family 628000 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.375 2.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 150500 830.8854167 360 359 6.25 0 0 0.375 6.625 CO SPGS CO 80922 Single Family 150500 20060401 77.18 No MI 100125000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 134000 823.5416667 360 359 7 0 0 0.375 7.375 W JORDAN UT 84088 Single Family 134000 20060401 80.00 No MI 010012500000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 189704 1225.171667 360 359 7.375 0 0 0.375 7.75 ORLANDO FL 32835 Condominium 189704 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 165720 1087.5375 360 357 7.5 0 0 0.375 7.875 CONYERS GA 30012 PUD 165720 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 280000 1808.333333 360 359 7.375 0 0 0.375 7.75 PISCATAWAY TOWNSHIP NJ 8854 Single Family 280000 20060401 80.00 No MI 100322000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 202349.72 1415.91 360 359 7.125 0 0 0.375 7.5 LONG BRANCH NJ 7740 Single Family 202500 20060401 75.00 No MI 100247000000000000 2.25 20110301 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 413000 2495.208333 360 356 6.875 0 0 0.375 7.25 Plymouth MA 2360 Single Family 413000 20060101 70.00 No MI 100061000000000000 2.25 20101201 13.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP II G01 258400 1480.416667 360 358 6.5 0 0 0.375 6.875 Romoland Area CA 92585 Single Family 258400 20060301 80.00 No MI 100034000000000000 2.25 20110201 12.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 337500 2320.3125 360 359 7.875 0 0 0.375 8.25 Las Vegas NV 89131 PUD 337500 20060401 75.00 No MI 010018500000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 229504 1410.493333 360 358 7 0 0 0.375 7.375 Cambridge MD 21613 PUD 229504 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 963750 5722.265625 360 358 6.75 0 0 0.375 7.125 Las Vegas NV 89135 PUD 963750 20060301 75.00 No MI 100034000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 532000 3047.916667 360 359 6.5 0 0 0.375 6.875 San Diego CA 92127 PUD 532000 20060401 69.45 No MI 100034000000000000 2.25 20110301 12.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 136000 920.8333333 360 357 7.75 0 0 0.375 8.125 UNION CITY GA 30291 Single Family 136000 20060201 80.00 No MI 100032000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 136000 920.8333333 360 357 7.75 0 0 0.375 8.125 UNION CITY GA 30291 Single Family 136000 20060201 80.00 No MI 100032000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 147999.35 1032.91213 360 359 8 0 0 0.375 8.375 MESA AZ 85207 Single Family 148000 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 446250 2556.640625 360 359 6.5 0 0 0.375 6.875 IRVINE CA 92602 Condominium 446250 20060401 79.99 No MI 100209000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 157114 1031.060625 360 357 7.5 0 0 0.375 7.875 SNELLVILLE GA 30039 PUD 157114 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 188792 1278.279167 360 357 7.75 0 0 0.375 8.125 FAIRBURN GA 30213 PUD 188792 20060201 80.00 No MI 100032000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 152880 955.5 360 357 7.125 0 0 0.375 7.5 LAWRENCEVILLE GA 30043 Condominium 152880 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 1500000 10156.25 360 359 7.75 0 0 0.375 8.125 Portsmouth RI 2871 Single Family 1500000 20060401 71.43 No MI 10010260040051223- 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 141000 925.3125 360 359 7.5 0 0 0.375 7.875 Fort Lauderdale FL 33311 Single Family 141000 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 234000 1365 360 359 6.625 0 0 0.375 7 Las Vegas NV 89108 Single Family 234000 20060401 75.00 No MI 100185000000000000 2.25 20110301 12 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 622500 4020.3125 360 359 7.375 0 0 0.375 7.75 LAS VEGAS NV 89109 Condominium 622500 20060401 75.00 No MI 100414000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 231808.33 1207.335052 360 357 5.875 0 0 0.375 6.25 White Bear Township MN 55110 Single Family 232000 20060201 80.00 No MI 100061000000000000 2.25 20110101 12.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 112500 761.71875 360 358 7.75 0 0 0.375 8.125 Westminster CO 80030 Condominium 112500 20060301 75.00 No MI 100185000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 356000 2113.75 360 359 6.75 0 0 0.375 7.125 Henderson NV 89015 PUD 356000 20060401 80.00 No MI 010003400000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 105000 623.4375 360 357 6.75 0 0 0.375 7.125 Jacksonville FL 32216 Single Family 105000 20060201 62.87 No MI 100061000000000000 2.25 20110101 13.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 151550 1026.119792 360 359 7.75 0 0 0.375 8.125 Chandler AZ 85224 PUD 151550 20060401 80.00 No MI 100039000000000000 2.25 20110301 14.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 228000 1448.75 360 359 7.25 0 0 0.375 7.625 Hollywood FL 33024 Single Family 228000 20060401 80.00 No MI 100204000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 388400 2508.416667 360 359 7.375 0 0 0.375 7.75 Jersey City NJ 7307 2-4 Family 388400 20060401 80.00 No MI 010023400000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 312264 2016.705 360 359 7.375 0 0 0.375 7.75 PLAINFIELD IL 60585 PUD 312264 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 207923 1277.860104 360 360 7 0 0 0.375 7.375 NORTH LAS VEGAS NV 89084 Single Family 207923 20060501 80.00 No MI 100057000000000000 2.25 20110401 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 288000 1860 360 359 7.375 0 0 0.375 7.75 GAITHERSBURG MD 20878 PUD 288000 20060401 80.00 No MI 100128000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 76000 530.4166667 360 359 8 0 0 0.375 8.375 Lincoln Park MI 48146 Single Family 76000 20060401 80.00 No MI 100266000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 198800 1346.041667 360 360 7.75 0 0 0.375 8.125 FRESNO CA 93722 Single Family 198800 20060501 80.00 No MI 100199000000000000 2.25 20110401 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 180000 1237.5 360 359 7.875 0 0 0.375 8.25 Phoenix AZ 85008 Single Family 180000 20060401 80.00 No MI 100195000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 112720 727.9833333 360 359 7.375 0 0 0.375 7.75 St Petersburg FL 33712 Single Family 112720 20060401 80.00 No MI 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 283912.56 1921.61 360 359 7.375 0 0 0.375 7.75 North Bergen NJ 7047 Single Family 284000 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.75 1.875 1 First Lien Y N 0 No_PP 480 60 N 20360301 AFL2
GROUP I G01 156297.69 1161.27 360 359 7.75 0 0 0.375 8.125 SIMPSONVILLE SC 29681 PUD 156400 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 369104.91 2494.78 360 356 6.75 0 0 0.375 7.125 Norton MA 2766 Single Family 370300 20060101 70.00 No MI 100061000000000000 2.25 20101201 13.125 1.875 2 First Lien N N 0 Prepay 360 60 N 20351201 AFL2
GROUP I G01 137600 960.3333333 360 359 8 0 0 0.375 8.375 CARTERSVILLE GA 30120 Single Family 137600 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 120655.01 907.02 360 359 7.875 0 0 0.375 8.25 HARRISONBURG VA 22802 Single Family 120732 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 86800 605.7916667 360 359 8 0 0 0.375 8.375 GILLSVILLE GA 30543 Single Family 86800 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 113600 792.8333333 360 359 8 0 0 0.375 8.375 CARTERSVILLE GA 30121 Single Family 113600 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 112000 781.6666667 360 359 8 0 0 0.375 8.375 CARTERSVILLE GA 30121 Single Family 112000 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 98250 614.0625 360 358 7.125 0 0 0.375 7.5 Cincinnati OH 45213 2-4 Family 98250 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 412720 2579.5 360 358 7.125 0 0 0.375 7.5 CONYERS GA 30094 Single Family 412720 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 100400 648.4166667 360 358 7.375 0 0 0.375 7.75 LILBURN GA 30047 Single Family 100400 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 114400 798.4166667 360 359 8 0 0 0.375 8.375 CARTERSVILLE GA 30121 Single Family 114400 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 319920 2166.125 360 359 7.75 0 0 0.375 8.125 HILTON HEAD ISLAND SC 29928 Condominium 319920 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 78799.82 484.2905604 360 358 7 0 0 0.375 7.375 TEMPLE GA 30179 Single Family 78800 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 135920 849.5 360 358 7.125 0 0 0.375 7.5 LOGANVILLE GA 30052 PUD 135920 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 188800 1258.666667 360 358 7.625 0 0 0.375 8 DISTRICT HEIGHTS MD 20747 Single Family 188800 20060301 80.00 No MI 100293000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 143600 957.3333333 360 358 7.625 0 0 0.375 8 Grand Prairie TX 75052 PUD 143600 20060301 80.00 No MI 100266000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 108200 676.25 360 358 7.125 0 0 0.375 7.5 MCKINNEY TX 75093 Single Family 108200 20060301 80.00 No MI 100252000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 202873.82 1542.95 360 359 8 0 0 0.375 8.375 Las Vegas NV 89103 PUD 203000 20060401 70.00 No MI 100266000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 424000 2782.5 360 358 7.5 0 0 0.375 7.875 Los Angeles CA 90044 2-4 Family 424000 20060301 80.00 No MI 100400000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 158600 925.1666667 360 359 6.625 0 0 0.375 7 North Port FL 34288 Single Family 158600 20060401 60.53 No MI 010041800000000000 2.25 20110301 12 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 185200 1196.083333 360 359 7.375 0 0 0.375 7.75 Colorado Springs CO 80907 Single Family 185200 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 157500 885.9375 360 359 6.375 0 0 0.375 6.75 BRAWLEY CA 92227 Single Family 157500 20060401 75.00 No MI 100185000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 77550 517 360 359 7.625 0 0 0.375 8 Lansing MI 48911 2-4 Family 77550 20060401 75.00 No MI 100185000000000000 2.25 20110301 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 182727.54 1161.081244 360 358 7.25 0 0 0.375 7.625 MESA AZ 85212 PUD 184000 20060301 80.00 No MI 100071000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 94399.7 619.4980312 360 359 7.5 0 0 0.375 7.875 Bear DE 19701 Single Family 94400 20060401 80.00 No MI 100091000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 255200 1727.916667 360 359 7.75 0 0 0.375 8.125 Justin TX 76247 PUD 255200 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 165600 1052.25 360 358 7.25 0 0 0.375 7.625 Meridian ID 83642 Single Family 165600 20060301 74.97 No MI 100022000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 136000 935 360 360 7.875 0 0 0.375 8.25 Port Saint Lucie FL 34952 Single Family 136000 20060501 80.00 No MI 100091000000000000 2.25 20110401 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G03 1000000 6250 360 359 7.125 0 0 0.375 7.5 Fayetteville GA 30214 Single Family 1000000 20060401 76.98 No MI 100034000000000000 2.25 20110301 13.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 88084.23 654.88 360 358 7.75 0 0 0.375 8.125 HUNTSVILLE AL 35811 2-4 Family 88200 20060301 70.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 400000 2458.333333 360 359 7 0 0 0.375 7.375 Fontana CA 92336 Single Family 400000 20060401 80.00 No MI 100291000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 167058.15 1044.113438 360 357 7.125 0 0 0.375 7.5 ATLANTA GA 30331 PUD 167480 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 150029 984.5653125 360 357 7.5 0 0 0.375 7.875 Hampton GA 30228 PUD 150029 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 204550 980.1354167 360 357 5.375 0 0 0.375 5.75 LOGANVILLE GA 30052 PUD 204550 20060201 80.00 No MI 100032000000000000 2.25 20110101 10.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 220092 1375.575 360 357 7.125 0 0 0.375 7.5 COVINGTON GA 30016 PUD 220092 20060201 80.00 No MI 000000000013348024 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 160532 969.8808333 360 357 6.875 0 0 0.375 7.25 COVINGTON GA 30016 PUD 160532 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 224800 1522.083333 360 359 7.75 0 0 0.375 8.125 Indianapolis IN 46208 Single Family 224800 20060401 80.00 No MI 100425000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 151992 949.95 360 357 7.125 0 0 0.375 7.5 Loganville GA 30052 PUD 151992 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 168000 1085 360 357 7.375 0 0 0.375 7.75 ATLANTA GA 30315 Single Family 168000 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 203200 1375.833333 360 359 7.75 0 0 0.375 8.125 Indianapolis IN 46208 Single Family 203200 20060401 80.00 No MI 010042500000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 102800 663.9166667 360 360 7.375 0 0 0.375 7.75 AUSTIN TX 78724 2-4 Family 102800 20060501 80.00 No MI 010019900000000000 2.25 20110401 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 98969.92 735.81 360 358 7.75 0 0 0.375 8.125 ARLINGTON TX 76017 2-4 Family 99100 20060301 79.98 No MI 100204000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 840000 5512.5 360 359 7.5 0 0 0.375 7.875 Phoenix AZ 85048 Single Family 840000 20060401 80.00 No MI 100101000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 310400 2037 360 360 7.5 0 0 0.375 7.875 Forest Lakes AZ 85931 Single Family 310400 20060501 80.00 No MI 100101000000000000 2.25 20110401 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 102960 686.4 360 359 7.625 0 0 0.375 8 COLORADO SPRINGS CO 80903 Single Family 102960 20060401 80.00 No MI 100125000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 120900 818.59375 360 359 7.75 0 0 0.375 8.125 PHOENIX AZ 85040 2-4 Family 120900 20060401 65.00 No MI 1002404-0602051362 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 308000 2149.583333 360 359 8 0 0 0.375 8.375 ARLINGTON VA 22204 Condominium 308000 20060401 80.00 No MI 1002894-0000003619 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 92799.05 618.6603333 360 358 7.625 0 0 0.375 8 CHARLOTTE NC 28208 Single Family 92800 20060301 80.00 No MI 100247000000000000 4.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 526100 3452.53125 360 358 7.5 0 0 0.375 7.875 Dumfries VA 22026 PUD 526100 20060301 80.00 No MI 100016000000000000 2.75 20110201 13.875 3.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 499840 2967.8 360 359 6.75 0 0 0.375 7.125 FREDERICK MD 21702 PUD 499840 20060401 80.00 No MI 100289000000000000 2.25 20110301 13.125 2.375 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 249600 1508 360 358 6.875 0 0 0.375 7.25 Ft Washington MD 20744 Single Family 249600 20060301 80.00 No MI 100062000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 612500 2871.09375 360 359 5.25 0 0 0.375 5.625 (Sylmar area) Los Angeles CA 91342 Single Family 612500 20060401 64.47 No MI 100147000000000000 2.25 20090301 11.625 1.875 1 First Lien N Y 120 Prepay 360 36 N 20360301 AFL2
GROUP II G01 57490 353.3239583 360 359 7 0 0 0.375 7.375 Memphis TN 38114 Single Family 57490 20060401 69.68 No MI 1002030-0013424510 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 150500 987.65625 360 357 7.5 0 0 0.375 7.875 Denver CO 80221 Single Family 150500 20060201 70.00 No MI 100256000000000000 4.75 20110101 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 164800 944.1666667 360 359 6.5 0 0 0.375 6.875 North Port FL 34288 Single Family 164800 20060401 64.63 No MI 1004182-0020060059 2.25 20110301 11.875 4.375 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 137600 960.3333333 360 359 8 0 0 0.375 8.375 CARTERSVILLE GA 30120 Single Family 137600 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 136000 949.1666667 360 359 8 0 0 0.375 8.375 CARTERSVILLE GA 30120 Single Family 136000 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 163200 1105 360 359 7.75 0 0 0.375 8.125 CARTERSVILLE GA 30121 Single Family 163200 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 230400 1584 360 359 7.875 0 0 0.375 8.25 North Las Vegas NV 89081 PUD 230400 20060401 80.00 No MI 1001949-2410601779 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 143100 983.8125 360 359 7.875 0 0 0.375 8.25 Meridian ID 83642 Single Family 143100 20060401 79.99 No MI 100022000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G03 513500 2888.4375 360 359 6.375 0 0 0.375 6.75 CHANDLER AZ 85225 Single Family 513500 20060401 79.99 No MI 100183000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 115420.51 837.46 360 359 7.5 0 0 0.375 7.875 HEBER CITY UT 84032 Townhouse 115500 20060401 75.00 No MI 100061000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 325050 1828.40625 360 359 6.375 0 0 0.375 6.75 Oak Hill VA 20171 Single Family 325050 20060401 80.00 No MI 100031000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 167900 1119.333333 360 359 7.625 0 0 0.375 8 LAS VEGAS NV 89103 Single Family 167900 20060401 79.99 No MI 100183000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 198920 1284.691667 360 359 7.375 0 0 0.375 7.75 Laveen AZ 85339 PUD 198920 20060401 80.00 No MI 100189000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 224000 1283.333333 360 359 6.5 0 0 0.375 6.875 FERNLEY NV 89408 Single Family 224000 20060401 80.00 No MI 100183000000000000 2.25 20110301 12.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 278368 1913.78 360 360 7.875 0 0 0.375 8.25 ORLANDO FL 32819 Condominium 278368 20060501 80.00 No MI 100057000000000000 2.25 20110401 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 90587.61 657.28 360 359 7.5 0 0 0.375 7.875 Austin TX 78757 Single Family 90650 20060401 70.00 No MI 100425000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 417000 2389.0625 360 358 6.5 0 0 0.375 6.875 Waldorf MD 20603 PUD 417000 20060301 78.15 No MI 100016000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 87200 554.0833333 360 358 7.25 0 0 0.375 7.625 Orem UT 84057 Condominium 87200 20060301 80.00 No MI 100016000000000000 2.75 20110201 13.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 247920 1497.85 360 359 6.875 0 0 0.375 7.25 Las Vegas NV 89119 Single Family 247920 20060401 80.00 No MI 100195000000000000 2.25 20110301 12.25 2.375 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 224000 1563.333333 360 359 8 0 0 0.375 8.375 San Bernardino CA 92404 Single Family 224000 20060401 80.00 No MI 100113000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 485763 2732.416875 360 359 6.375 0 0 0.375 6.75 ELK GROVE CA 95624 Single Family 485763 20060401 80.00 No MI 100063000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 144760.26 939.72 360 359 6.375 0 0 0.375 6.75 Evanston IL 60202 Condominium 144885 20060401 65.00 No MI 1001132-0013520432 2.375 20080301 11.75 1.875 1 First Lien N N 0 No_PP 360 24 N 20360301 AFL2
GROUP II G02 299912.5 1749.489583 360 358 6.625 0 0 0.375 7 APOLLO BEACH FL 33572 PUD 300000 20060301 80.00 No MI 2.25 20110201 12 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 117453.31 893.84 360 358 8 0 0 0.375 8.375 Overland Park KS 66214 Single Family 117600 20060301 70.00 No MI 100239000000000000 5 20110201 13.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 373500 2256.5625 360 359 6.875 0 0 0.375 7.25 FORT MYERS FL 33912 Condominium 373500 20060401 79.99 No MI 010009500000000000 2.25 20110301 13.25 4.625 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 101689 699.111875 360 359 7.875 0 0 0.375 8.25 Locust Grove GA 30248 Single Family 101689 20060401 80.00 No MI 1001991-0511003288 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 351786.75 2706.58 360 359 8.125 0 0 0.375 8.5 SOUTH GATE CA 90280 Condominium 352000 20060401 80.00 No MI 100311000000000000 2.25 20110301 13.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 220400 1285.666667 360 359 6.625 0 0 0.375 7 Montgomery Village MD 20886 PUD 220400 20060401 80.00 No MI 100218000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 47220.64 359.13 360 359 8 0 0 0.375 8.375 Monroe NC 28110 Single Family 47250 20060401 90.00 United Guaranty 100425000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 204700 1428.635417 360 359 8 0 0 0.375 8.375 Avondale AZ 85323 PUD 204700 20060401 79.99 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 126000 826.875 360 359 7.5 0 0 0.375 7.875 Fairburn GA 30213 Single Family 126000 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 253520 1742.95 360 359 7.875 0 0 0.375 8.25 ANTHEM AZ 85086 Single Family 253520 20060401 80.00 No MI 100057000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 260620 1547.43125 360 359 6.75 0 0 0.375 7.125 NOVI MI 48377 Condominium 260620 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 357200 2120.875 360 359 6.75 0 0 0.375 7.125 PALMDALE CA 93552 Single Family 357200 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 311250 2139.84375 360 359 7.875 0 0 0.375 8.25 Las Vegas NV 89135 PUD 311250 20060401 75.00 No MI 100185000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 485500 3337.8125 360 359 7.875 0 0 0.375 8.25 Houston TX 77077 Single Family 485500 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 77201.98 587.16 360 359 8 0 0 0.375 8.375 Saint Louis MO 63116 Single Family 77250 20060401 75.00 No MI 100425000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 146250 975 360 359 7.625 0 0 0.375 8 PHOENIX AZ 85017 Single Family 146250 20060401 75.00 No MI 100240000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 387300 2743.375 360 359 8.125 0 0 0.375 8.5 PHOENIX AZ 85085 PUD 387300 20060401 79.99 No MI 100199000000000000 2.25 20110301 13.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 183750 1225 360 359 7.625 0 0 0.375 8 Saint Paul MN 55119 2-4 Family 183750 20060401 75.00 No MI 100173000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 183750 1225 360 359 7.625 0 0 0.375 8 Saint Paul MN 55119 2-4 Family 183750 20060401 75.00 No MI 100173000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 183750 1225 360 359 7.625 0 0 0.375 8 Saint Paul MN 55119 2-4 Family 183750 20060401 75.00 No MI 100173000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 109200 705.25 360 359 7.375 0 0 0.375 7.75 Glendale AZ 85306 Single Family 109200 20060401 68.25 No MI 100173000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 221150 1474.333333 360 359 7.625 0 0 0.375 8 Lumberton NJ 8048 Townhouse 221150 20060401 79.98 No MI 100028000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 184000 1552.5 360 359 9.75 0 0 0.375 10.125 Clearwater FL 33764 Single Family 184000 20060401 80.00 No MI 100432000000000000 2.75 20110301 16.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 147591 953.191875 360 359 7.375 0 0 0.375 7.75 Kissimmee FL 34759 Single Family 147591 20060401 88.68 Mortgage Guaranty In 100035000000000000 2.25 20110301 12.75 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 215400 1256.5 360 359 6.625 0 0 0.375 7 Delano CA 93215 Single Family 215400 20060401 79.99 No MI 100196000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 133875 808.828125 360 359 6.875 0 0 0.375 7.25 LAS VEGAS NV 89101 Single Family 133875 20060401 75.00 No MI 100087000000000000 2.25 20110301 13.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 149100 854.21875 360 359 6.5 0 0 0.375 6.875 Union OH 45322 Single Family 149100 20060401 80.00 No MI 100031000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 404000 2735.416667 360 359 7.75 0 0 0.375 8.125 NEWARK NJ 7083 2-4 Family 404000 20060401 80.00 No MI 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 380000 2177.083333 360 359 6.5 0 0 0.375 6.875 San Diego CA 92139 Single Family 380000 20060401 80.00 No MI 100291000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 95200 614.8333333 360 359 7.375 0 0 0.375 7.75 Riverdale GA 30296 PUD 95200 20060401 70.00 No MI 100185000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 199695 1206.490625 360 358 6.875 0 0 0.375 7.25 Laveen AZ 85339 Single Family 199695 20060301 80.00 No MI 100101000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 180000 1162.5 360 359 7.375 0 0 0.375 7.75 Johnstown CO 80534 PUD 180000 20060401 80.00 No MI 100173000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 152156 840.0279167 360 359 6.25 0 0 0.375 6.625 Orange Park FL 32003 Condominium 152156 20060401 79.58 No MI 100016000000000000 2.75 20110301 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 255000 1700 360 359 7.625 0 0 0.375 8 St Paul MN 55101 2-4 Family 255000 20060401 75.00 No MI 100221000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 175063 930.0221875 360 358 6 0 0 0.375 6.375 Canton OH 44709 PUD 175063 20060301 80.00 No MI 100028000000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 169200 1145.625 360 360 7.75 0 0 0.375 8.125 Davie FL 33328 Condominium 169200 20060501 75.00 No MI 1002030-0013517560 2.25 20110401 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G01 227992 1258.705833 360 359 6.25 0 0 0.375 6.625 Sheffield Village OH 44054 Single Family 227992 20060401 80.00 No MI 100028000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 365620 2247.039583 360 358 7 0 0 0.375 7.375 Greencastle PA 17225 PUD 365620 20060301 80.00 No MI 100028000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 114777.51 726.82 360 358 6.125 0 0 0.375 6.5 Waxhaw NC 28173 PUD 114990 20060301 53.49 No MI 100016000000000000 2.25 20110201 12.5 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 360000 2062.5 360 358 6.5 0 0 0.375 6.875 Rancho Cucamonga CA 91739 Condominium 360000 20060301 80.00 No MI 001000160000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 110300 597.4583333 360 358 6.125 0 0 0.375 6.5 Loveland CO 80538 2-4 Family 110500 20060301 56.67 No MI 100016000000000000 2.25 20110201 12.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 476000 2776.666667 360 359 6.625 0 0 0.375 7 SIMI VALLEY CA 93065 Single Family 476000 20060401 80.00 No MI 100183000000000000 2.25 20110301 12 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 200000 1208.333333 360 360 6.875 0 0 0.375 7.25 Carver MA 2330 Single Family 200000 20060501 60.61 No MI 100238000000000000 2.25 20110401 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 156000 1040 360 359 7.625 0 0 0.375 8 Glen Burnie MD 21061 Single Family 156000 20060401 80.00 No MI 100031000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 550839.44 4092.64 360 359 7.75 0 0 0.375 8.125 LA HABRA CA 90631 Single Family 551200 20060401 80.00 No MI 100067000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 760000 5066.666667 360 359 7.625 0 0 0.375 8 LOS ANGELES CA 90029 2-4 Family 760000 20060401 80.00 No MI 100147000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 106600 566.3125 360 359 6 0 0 0.375 6.375 Charlottesville VA 22901 Condominium 106600 20060401 75.00 No MI 100031000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 439621.17 2853.83 360 359 6.375 0 0 0.375 6.75 Pompton Plains NJ 7444 Single Family 440000 20060401 80.00 No MI 100158000000000000 2.25 20110301 11.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 124000 826.6666667 360 359 7.625 0 0 0.375 8 ATLANTA GA 30315 Single Family 124000 20060401 80.00 No MI 100204000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 268000 1786.666667 360 359 7.625 0 0 0.375 8 CHANDLER AZ 85249 PUD 268000 20060401 80.00 No MI 100414000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 558400 3897.166667 360 359 8 0 0 0.375 8.375 DESERT HILLS AZ 85086 Single Family 558400 20060401 80.00 No MI 100420000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 196000 1225 360 359 7.125 0 0 0.375 7.5 GUADALUPE AZ 85283 Single Family 196000 20060401 80.00 No MI 100420000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 161600 1010 360 360 7.125 0 0 0.375 7.5 GILLETTE WY 82718 Single Family 161600 20060501 80.00 No MI 001000610000000000 2.25 20110401 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 207142.76 1460.16 360 359 7.75 0 0 0.375 8.125 Pleasantville NJ 8232 Single Family 207200 20060401 80.00 No MI 100234000000000000 2.25 20110301 13.125 1.875 1 First Lien Y N 0 No_PP 480 60 N 20360301 AFL2
GROUP II G02 280000 1750 360 359 7.125 0 0 0.375 7.5 Passaic NJ 7055 2-4 Family 280000 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 249790 1431.088542 360 359 6.5 0 0 0.375 6.875 APPLE VALLEY CA 92308 Single Family 249790 20060401 64.92 No MI 100057000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 408000 2805 360 360 7.875 0 0 0.375 8.25 RANCHO CORDOVA CA 95742 PUD 408000 20060501 80.00 No MI 010005700000000000 2.25 20110401 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 231709 1399.908542 360 359 6.875 0 0 0.375 7.25 ORLANDO FL 32828 PUD 231709 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 204452 1299.122083 360 359 7.25 0 0 0.375 7.625 WESLEY CHAPEL FL 33544 PUD 204452 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 348000 2102.5 360 359 6.875 0 0 0.375 7.25 SURPRISE AZ 85379 Single Family 348000 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 149854.2 911.42 360 359 5.75 0 0 0.375 6.125 Tallahassee FL 32317 PUD 150000 20060401 60.36 No MI 100264000000000000 2.25 20110301 11.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 241420.69 1689.31 360 359 7.125 0 0 0.375 7.5 Plainfield NJ 7060 Single Family 241600 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 141400 824.8333333 360 360 6.625 0 0 0.375 7 QUEEN CREEK AZ 85242 PUD 141400 20060501 80.00 No MI 100071000000000000 2.25 20110401 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G03 630000 3871.875 360 359 7 0 0 0.375 7.375 Doral FL 33178 PUD 630000 20060401 70.00 No MI 100234000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 399200 2495 360 359 7.125 0 0 0.375 7.5 Kearny NJ 7032 2-4 Family 399200 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 106600 566.3125 360 359 6 0 0 0.375 6.375 CHARLOTTESVILLE VA 22901 Condominium 106600 20060401 75.00 No MI 100031000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 228000 1425 360 359 7.125 0 0 0.375 7.5 Miami FL 33144 Single Family 228000 20060401 80.00 No MI 100022000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 209250 1264.21875 360 359 6.875 0 0 0.375 7.25 Chandler AZ 85224 Single Family 209250 20060401 75.00 No MI 100189000000000000 2.375 20080301 12.25 1.875 1 First Lien N Y 60 No_PP 360 24 N 20360301 AFL2
GROUP I G01 359000 2318.541667 360 354 7.375 0 0 0.375 7.75 Jersey City NJ 7306 Single Family 359000 20051101 79.78 No MI 100070000000000000 3.375 20071001 12.75 2 1 First Lien N Y 120 No_PP 360 24 N 20351001 AFL2
GROUP II G01 185500 1178.697917 360 359 7.25 0 0 0.375 7.625 Denver CO 80211 Single Family 185500 20060401 70.00 No MI 100113000000000000 2.25 20110301 12.625 3 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 288000 1860 360 359 7.375 0 0 0.375 7.75 Palmdale CA 93550 Single Family 288000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 328000 2220.833333 360 359 7.75 0 0 0.375 8.125 Brentwood TN 37027 PUD 328000 20060401 80.00 No MI 100196000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 113527.56 853.44 360 359 7.875 0 0 0.375 8.25 DONELSON TN 37214 Single Family 113600 20060401 78.89 No MI 100331000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 312000 1917.5 360 359 7 0 0 0.375 7.375 Cathedral City CA 92234 Single Family 312000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 65200 421.0833333 360 359 7.375 0 0 0.375 7.75 Lansing MI 48911 2-4 Family 65200 20060401 72.23 No MI 100185000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 50879.8 349.798625 360 359 7.875 0 0 0.375 8.25 BIDWELL OH 45614 Single Family 50880 20060401 80.00 No MI 100331000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 271830 1387.465625 360 358 5.75 0 0 0.375 6.125 HENDERSON NV 89015 Single Family 271830 20060301 68.50 No MI 100063000000000000 2.25 20110201 11.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 70400 484 360 359 7.875 0 0 0.375 8.25 Detroit MI 48213 Single Family 70400 20060401 80.00 No MI 100266000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 115500 709.84375 360 359 7 0 0 0.375 7.375 BULLHEAD CITY AZ 86442 Single Family 115500 20060401 70.00 No MI 100059000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 72743.21 496.62 360 359 6.875 0 0 0.375 7.25 Wiggins CO 80654 Single Family 72800 20060401 80.00 No MI 100226000000000000 2.25 20110301 12.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 220631 1378.94375 360 359 7.125 0 0 0.375 7.5 Miami FL 33175 Single Family 220631 20060401 70.00 No MI 100203000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 111200 718.1666667 360 358 7.375 0 0 0.375 7.75 Richardson TX 75081 Single Family 111200 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 1106250 7835.9375 360 359 8.125 0 0 0.375 8.5 Las Vegas NV 89146 Single Family 1106250 20060401 75.00 No MI 100195000000000000 2.25 20110301 13.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 246400 1488.666667 360 359 6.875 0 0 0.375 7.25 Las Vegas NV 89123 PUD 246400 20060401 80.00 No MI 1001949-2410601417 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 144750 919.765625 360 359 7.25 0 0 0.375 7.625 Denver CO 80209 Single Family 144750 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 274800 1488.5 360 359 6.125 0 0 0.375 6.5 Las Vegas NV 89109 Condominium 275000 20060401 38.19 No MI 1000960-0006021302 2.25 20110301 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 259000 1537.8125 360 360 6.75 0 0 0.375 7.125 SACRAMENTO CA 95816 Single Family 259000 20060501 70.00 No MI 100152000000000000 2.25 20090401 13.125 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360401 AFL2
GROUP I G01 468000 3120 360 359 7.625 0 0 0.375 8 COHASSET MA 2025 Single Family 468000 20060401 80.00 No MI 2.25 20110301 14 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 194663.27 1264.77 360 358 6.375 0 0 0.375 6.75 West Yarmouth MA 2673 Single Family 195000 20060301 66.10 No MI 100061000000000000 2.25 20110201 12.75 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 130500 734.0625 360 358 6.375 0 0 0.375 6.75 Minneapolis MN 55427 Condominium 130500 20060301 90.00 Mortgage Guaranty In 100061000000000000 2.25 20110201 12.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 220000 1352.083333 360 359 7 0 0 0.375 7.375 Taunton MA 2780 Condominium 220000 20060401 80.00 No MI 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 194900 1258.729167 360 359 7.375 0 0 0.375 7.75 Denver CO 80220 2-4 Family 194900 20060401 74.99 No MI 100185000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 145312 983.8833333 360 358 7.75 0 0 0.375 8.125 Douglasville GA 30135 PUD 145312 20060301 75.00 No MI 100099000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 196000 1122.916667 360 359 6.5 0 0 0.375 6.875 HIGHLANDS RANCH CO 80130 PUD 196000 20060401 80.00 No MI 100047000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 195919.92 1182.58 360 359 6.375 0 0 0.375 6.75 DOWNEY CA 90240 Condominium 196000 20060401 50.26 No MI 100311000000000000 2.25 20110301 11.75 1.875 1 First Lien Y N 0 Prepay 480 60 N 20360301 AFL2
GROUP I G01 103000 697.3958333 360 358 7.75 0 0 0.375 8.125 Houston TX 77031 PUD 103000 20060301 80.00 No MI 100099000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 205917 1179.732813 360 359 6.5 0 0 0.375 6.875 ELK RIVER MN 55330 Single Family 205917 20060401 80.00 No MI 100177000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 114800 729.4583333 360 359 7.25 0 0 0.375 7.625 Wilmington DE 19805 Single Family 114800 20060401 80.00 No MI 100126000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 400000 2375 360 356 6.75 0 0 0.375 7.125 WAUNAKEE WI 53597 Single Family 400000 20060101 69.57 No MI 100221000000000000 2.25 20101201 12.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20351201 AFL2
GROUP II G01 253600 1585 360 359 7.125 0 0 0.375 7.5 Stroselle NJ 7203 Single Family 253600 20060401 80.00 No MI 100035000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 108500 734.6354167 360 359 7.75 0 0 0.375 8.125 BOYNTON BEACH FL 33435 Single Family 108500 20060401 70.00 No MI 100059000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 1042500 6841.40625 360 359 7.5 0 0 0.375 7.875 Longwood FL 32779 PUD 1042500 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 175881.9 1291.43 360 359 7.625 0 0 0.375 8 PARKVILLE MD 21234 Single Family 176000 20060401 80.00 No MI 100289000000000000 2.25 20110301 14 1.875 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 243700 1396.197917 360 359 6.5 0 0 0.375 6.875 LAUREL MD 20707 Single Family 243700 20060401 64.99 No MI 100293000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 52800 363 360 359 7.875 0 0 0.375 8.25 South Bend IN 46628 Single Family 52800 20060401 80.00 No MI 100266000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 144000 810 360 358 6.375 0 0 0.375 6.75 Norcross GA 30093 2-4 Family 144000 20060301 80.00 No MI 100099000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 156800 1110.666667 360 359 8.125 0 0 0.375 8.5 THORNTON CO 80229 PUD 156800 20060401 80.00 No MI 100400000000000000 2.25 20110301 13.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 128603.38 889.59 360 358 7 0 0 0.375 7.375 Mesa AZ 85201 Condominium 128800 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 470000 2643.75 360 358 6.375 0 0 0.375 6.75 San Diego CA 92105 2-4 Family 470000 20060301 62.67 No MI 100099000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 631272 4142.7225 360 359 7.5 0 0 0.375 7.875 RANCHO CUCAMONGA CA 91739 Single Family 631272 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 252000 1496.25 360 358 6.75 0 0 0.375 7.125 San Jacinto CA 92583 Single Family 252000 20060301 78.50 No MI 100099000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 188000 1077.083333 360 359 6.5 0 0 0.375 6.875 QUEEN CREEK AZ 85242 PUD 188000 20060401 80.00 No MI 100414000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 143200 984.5 360 360 7.875 0 0 0.375 8.25 PHOENIX AZ 85033 Single Family 143200 20060501 80.00 No MI 100414000000000000 2.25 20110401 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 54324.87 394.44 360 358 7.5 0 0 0.375 7.875 Raleigh NC 27610 Single Family 54400 20060301 80.00 No MI 010098900000000000 2.25 20110201 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 204250 1255.286458 360 359 7 0 0 0.375 7.375 MARICOPA AZ 85239 PUD 204250 20060401 75.00 No MI 010041400000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 122047.99 737.3732729 360 358 6.875 0 0 0.375 7.25 DENTON TX 76226 PUD 122048 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 228000 1401.25 360 359 7 0 0 0.375 7.375 Hanover Park IL 60133 Single Family 228000 20060401 80.00 No MI 100099000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 319900 1999.375 360 359 7.125 0 0 0.375 7.5 PEORIA AZ 85383 PUD 319900 20060401 79.99 No MI 100047000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 576000 3840 360 359 7.625 0 0 0.375 8 Woodland Hills CA 91367 Single Family 576000 20060401 80.00 No MI 100386000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 135200 957.6666667 360 359 8.125 0 0 0.375 8.5 NAMPA ID 83687 PUD 135200 20060401 80.00 No MI 100194000000000000 2.25 20110301 13.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 395734.29 2905.71 360 359 7.625 0 0 0.375 8 EVERETT MA 2149 2-4 Family 396000 20060401 80.00 No MI 100095000000000000 2.25 20110301 14 1.875 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 208000 1278.333333 360 359 7 0 0 0.375 7.375 MODESTO CA 95356 PUD 208000 20060401 80.00 No MI 100183000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 226552 1392.350833 360 359 7 0 0 0.375 7.375 Birmingham AL 35226 Single Family 226552 20060401 80.00 No MI 100229000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 321600 1809 360 359 6.375 0 0 0.375 6.75 WASHINGTON DC 20011 Single Family 321600 20060401 80.00 No MI 100087000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 136000 793.33 360 359 6.625 0 0 0.375 7 MINNEAPOLIS MN 55421 Single Family 136000 20060401 80.00 No MI 100221000000000000 2.25 20110301 12 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 91700 563.5729167 360 359 7 0 0 0.375 7.375 Indianapolis IN 46228 PUD 91700 20060401 70.00 No MI 100185000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 110000 779.1666667 360 359 8.125 0 0 0.375 8.5 BOISE ID 83713 Single Family 110000 20060401 80.00 No MI 010060800000000000 2.25 20110301 13.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 133500 806.5625 360 359 6.875 0 0 0.375 7.25 meridian ID 83642 PUD 133500 20060401 75.00 No MI 100422000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 131250 847.65625 360 359 7.375 0 0 0.375 7.75 Atlanta GA 30331 Single Family 131250 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.75 2.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 52459.05 358.14 360 359 6.875 0 0 0.375 7.25 VICTOR CO 80860 Single Family 52500 20060401 70.00 No MI 100199000000000000 2.25 20110301 12.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 148000 909.5833333 360 359 7 0 0 0.375 7.375 Brooklet GA 30415 Single Family 148000 20060401 78.31 No MI 100229000000000000 2.25 20110301 12.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 110000 733.3333333 360 360 7.625 0 0 0.375 8 leesville SC 29070 Single Family 110000 20060501 62.86 No MI 100432000000000000 2.25 20110401 14 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360401 AFL2
GROUP I G01 1117500 7799.21875 360 359 8 0 0 0.375 8.375 SANDY UT 84092 Single Family 1117500 20060401 75.76 No MI 010019900000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 151200 756 360 359 5.625 0 0 0.375 6 CHANDLER AZ 85226 PUD 151200 20060401 80.00 No MI 100071000000000000 2.25 20110301 11 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 174400 1090 360 359 7.125 0 0 0.375 7.5 Charleston SC 29414 PUD 174400 20060401 80.00 No MI 100264000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 318750 1892.578125 360 359 6.75 0 0 0.375 7.125 Manassas VA 22150 Single Family 318750 20060401 75.00 No MI 100213000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 184000 1265 360 359 7.875 0 0 0.375 8.25 Minneapolis MN 55044 Single Family 184000 20060401 80.00 No MI 100221000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 192000 1100 360 359 6.5 0 0 0.375 6.875 WASCO CA 93280 Single Family 192000 20060401 80.00 No MI 100183000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 1000000 6562.5 360 359 7.5 0 0 0.375 7.875 GLENDALE CA 91207 Single Family 1000000 20060401 74.07 No MI 100400000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 134400 686 360 358 5.75 0 0 0.375 6.125 VIRGINIA BEACH VA 23464 PUD 134400 20060301 80.00 No MI 100126000000000000 2.25 20110201 11.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 279816.83 2079 360 359 7.75 0 0 0.375 8.125 CHICAGO IL 60651 2-4 Family 280000 20060401 79.19 No MI 100221000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G03 992000 5683.333333 360 359 6.5 0 0 0.375 6.875 Parker CO 80138 Single Family 992000 20060401 79.36 No MI 100095000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 104000 639.1666667 360 359 7 0 0 0.375 7.375 LAYTON UT 84041 Single Family 104000 20060401 80.00 No MI 100061000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 358344.48 2090.3428 360 359 6.625 0 0 0.375 7 LINCOLN CA 95648 Single Family 358678 20060401 80.00 No MI 100057000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 347372 1881.598333 360 359 6.125 0 0 0.375 6.5 BROOMFIELD CO 80020 PUD 347372 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 94400 668.6666667 360 360 8.125 0 0 0.375 8.5 HAINES CITY FL 33844 2-4 Family 94400 20060501 80.00 No MI 100199000000000000 2.25 20110401 13.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 130800 749.375 360 359 6.5 0 0 0.375 6.875 ACWORTH GA 30101 Single Family 130800 20060401 80.00 No MI 100185000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 209992 1465.569167 360 359 8 0 0 0.375 8.375 EWING NJ 8618 Condominium 209992 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 90400 574.4166667 360 359 7.25 0 0 0.375 7.625 ADAIRSVILLE GA 30103 Single Family 90400 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 180000 1181.25 360 359 7.5 0 0 0.375 7.875 DECATUR GA 30032 Single Family 180000 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 144000 945 360 359 7.5 0 0 0.375 7.875 Baltimore MD 21224 Single Family 144000 20060401 80.00 No MI 100035000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 177600 1091.5 360 359 7 0 0 0.375 7.375 PHOENIX AZ 85024 Condominium 177600 20060401 80.00 No MI 100183000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 326400 2074 360 357 7.25 0 0 0.375 7.625 BERKELEY CA 94710 Single Family 326400 20060201 80.00 No MI 100146000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 446250 2975 360 357 7.625 0 0 0.375 8 SACRAMENTO CA 95825 2-4 Family 446250 20060201 75.00 No MI 100146000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 446250 2975 360 357 7.625 0 0 0.375 8 SACRAMENTO CA 95825 2-4 Family 446250 20060201 75.00 No MI 100146000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 446250 2975 360 357 7.625 0 0 0.375 8 SACRAMENTO CA 95825 2-4 Family 446250 20060201 75.00 No MI 100146000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 561160 3624.158333 360 356 7.375 0 0 0.375 7.75 LINCOLN CA 95648 Single Family 561160 20060101 80.00 No MI 100146000000000000 2.25 20101201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP I G01 456924.17 3280.45 360 357 7.375 0 0 0.375 7.75 ROSEVILLE CA 95678 Single Family 457900 20060201 80.00 No MI 100146000000000000 2.25 20110101 12.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP II G02 336000 1960 360 360 6.625 0 0 0.375 7 Lynn MA 1905 2-4 Family 336000 20060501 80.00 No MI 100210000000000000 2.25 20110401 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G01 129882.48 821.69 360 359 6.125 0 0 0.375 6.5 DAYTONA BEACH FL 32114 Townhouse 130000 20060401 80.00 No MI 100293000000000000 2.25 20110301 11.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 336000 2170 360 357 7.375 0 0 0.375 7.75 ANTIOCH CA 94509 Single Family 336000 20060201 80.00 No MI 100146000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 145520 873.12 360 354 6.825 0 0 0.375 7.2 PEORIA AZ 85345 Single Family 145520 20051101 80.00 No MI 100199000000000000 2.25 20081001 13.2 1.875 1 First Lien N Y 36 Prepay 360 36 N 20351001 AFL2
GROUP II G01 212000 1258.75 360 359 6.75 0 0 0.375 7.125 Minneapolis MN 55423 Single Family 212000 20060401 80.00 No MI 100400000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 280000 1895.833333 360 358 7.75 0 0 0.375 8.125 MOUNT SHASTA CA 96067 Single Family 280000 20060301 80.00 No MI 100146000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 77868.58 512.4 360 358 6.5 0 0 0.375 6.875 Springville UT 84663 Townhouse 78000 20060301 60.00 No MI 100125000000000000 2.25 20110201 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 77868.58 512.4 360 358 6.5 0 0 0.375 6.875 Springville UT 84663 Townhouse 78000 20060301 60.00 No MI 100125000000000000 2.25 20110201 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 77868.58 512.4 360 358 6.5 0 0 0.375 6.875 Springville UT 84663 Single Family 78000 20060301 60.00 No MI 100125000000000000 2.25 20110201 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 77868.58 512.4 360 358 6.5 0 0 0.375 6.875 Springville UT 84663 Single Family 78000 20060301 60.00 No MI 100125000000000000 2.25 20110201 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 121999.99 749.7916052 360 357 7 0 0 0.375 7.375 LAS VEGAS NV 89102 Condominium 122000 20060201 80.00 No MI 010014600000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 77868.58 512.4 360 358 6.5 0 0 0.375 6.875 Springville UT 84663 Single Family 78000 20060301 60.00 No MI 100125000000000000 2.25 20110201 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G03 512000 3146.666667 360 358 7 0 0 0.375 7.375 Edgewater MD 21037 Single Family 512000 20060301 80.00 No MI 100031000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 217500 1382.03125 360 358 7.25 0 0 0.375 7.625 MADERA CA 93638 Single Family 217500 20060301 75.00 No MI 100146000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 77868.58 512.4 360 358 6.5 0 0 0.375 6.875 Springville UT 84663 Single Family 78000 20060301 60.00 No MI 100125000000000000 2.25 20110201 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 77868.58 512.4 360 358 6.5 0 0 0.375 6.875 Springville UT 84663 Single Family 78000 20060301 60.00 No MI 100125000000000000 2.25 20110201 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 77868.58 512.4 360 358 6.5 0 0 0.375 6.875 Springville UT 84663 Townhouse 78000 20060301 60.00 No MI 100125000000000000 2.25 20110201 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 173210 1100.605208 360 358 7.25 0 0 0.375 7.625 MADERA CA 93638 Single Family 173210 20060301 75.00 No MI 100146000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 77868.58 512.4 360 358 6.5 0 0 0.375 6.875 Springville UT 84663 Single Family 78000 20060301 60.00 No MI 100125000000000000 2.25 20110201 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 77868.58 512.4 360 358 6.5 0 0 0.375 6.875 Springville UT 84663 Single Family 78000 20060301 60.00 No MI 100125000000000000 2.25 20110201 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 77868.58 512.4 360 358 6.5 0 0 0.375 6.875 Springville UT 84663 Single Family 78000 20060301 60.00 No MI 100125000000000000 2.25 20110201 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 269500 1572.083333 360 358 6.625 0 0 0.375 7 ANTIOCH CA 94509 Single Family 269500 20060301 70.00 No MI 100146000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 268354 1705.166042 360 359 7.25 0 0 0.375 7.625 Las Vegas NV 89109 Condominium 268354 20060401 70.00 No MI 100173000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 544700 3290.895833 360 358 6.875 0 0 0.375 7.25 SALINAS CA 93905 Single Family 544700 20060301 80.00 No MI 100067000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 260800 1765.833333 360 358 7.75 0 0 0.375 8.125 Los Angeles CA 91304 Condominium 260800 20060301 80.00 No MI 1000866-0021101650 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 291200 1607.666667 360 358 6.25 0 0 0.375 6.625 HAYWARD CA 94545 PUD 291200 20060301 80.00 No MI 100146000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 167743.55 1160.33 360 358 7 0 0 0.375 7.375 EUREKA CA 95501 Single Family 168000 20060301 75.00 No MI 100146000000000000 2.25 20110201 12.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 146250 853.125 360 358 6.625 0 0 0.375 7 TAMPA FL 33619 2-4 Family 146250 20060301 75.00 No MI 100146000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 250717 1593.097604 360 359 7.25 0 0 0.375 7.625 Las Vegas NV 89109 Condominium 250717 20060401 70.00 No MI 100173000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 1300000 7989.583333 360 359 7 0 0 0.375 7.375 San Jose CA 95138 Single Family 1300000 20060401 65.00 No MI 100311000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 148200 849.0625 360 358 6.5 0 0 0.375 6.875 Fort Worth TX 76120 Single Family 148200 20060301 95.00 United Guaranty 100099000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 1500000 9375 360 358 7.125 0 0 0.375 7.5 Pacific Paisades CA 90272 Single Family 1500000 20060301 58.82 No MI 100087000000000000 2.25 20110201 13.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 825000 5242.1875 360 359 7.25 0 0 0.375 7.625 Coral Gables FL 33146 Single Family 825000 20060401 75.00 No MI 1002030-0013421946 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 164800 1047.166667 360 358 7.25 0 0 0.375 7.625 BAKERSFIELD CA 93307 Single Family 164800 20060301 80.00 No MI 100414000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 408000 2295 360 359 6.375 0 0 0.375 6.75 MANASSAS VA 20110 PUD 408000 20060401 80.00 No MI 100213000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 735000 4823.4375 360 359 7.5 0 0 0.375 7.875 Minnetonka MN 55305 Single Family 735000 20060401 69.67 No MI 100203000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 375000 1835.9375 360 359 5.5 0 0 0.375 5.875 PEORIA AZ 85383 PUD 375000 20060401 62.50 No MI 100071000000000000 2.25 20090301 10.875 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360301 AFL2
GROUP II G03 1050000 6015.625 360 359 6.5 0 0 0.375 6.875 Parker CO 80134 Single Family 1050000 20060401 70.00 No MI 100095000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 130400 828.5833333 360 359 7.25 0 0 0.375 7.625 Fort Myers FL 33905 Single Family 130400 20060401 80.00 No MI 100203000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 322075 1744.572917 360 358 6.125 0 0 0.375 6.5 MIAMI FL 33132 Condominium 322075 20060301 65.00 No MI 100087000000000000 2.25 20110201 12.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 254400 1669.5 360 358 7.5 0 0 0.375 7.875 Surprise AZ 85388 PUD 254400 20060301 80.00 No MI 100101000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 259995 1760.382813 360 358 7.75 0 0 0.375 8.125 West Palm Beach FL 33401 Condominium 260000 20060301 89.99 PMI 2.25 20110201 13.125 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 92800 638 360 359 7.875 0 0 0.375 8.25 Gilcrest CO 80623 Single Family 92800 20060401 80.00 No MI 100221000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 139772 888.1345833 360 358 7.25 0 0 0.375 7.625 ATLANTA GA 30349 PUD 139772 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 161600 1010 360 358 7.125 0 0 0.375 7.5 PALM BAY FL 32907 Single Family 161600 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 105000 645.3125 360 358 7 0 0 0.375 7.375 POWDER SPRINGS GA 30127 Single Family 105000 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 95250 625.078125 360 358 7.5 0 0 0.375 7.875 ATLANTA GA 30331 Single Family 95250 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 1329000 7060.3125 360 358 6 0 0 0.375 6.375 ATLANTA GA 30305 Single Family 1329000 20060301 61.39 No MI 100185000000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 287200 1765.083333 360 359 7 0 0 0.375 7.375 SHELBYVILLE KY 40065 Single Family 287200 20060401 80.00 No MI 100331000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 111200 625.5 360 358 6.375 0 0 0.375 6.75 Hampton GA 30228 PUD 111200 20060301 80.00 No MI 100266000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 504300 3204.40625 360 358 7.25 0 0 0.375 7.625 BRANDYWINE MD 20613 PUD 504300 20060301 80.00 No MI 100289000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 54102.77 369.36 360 359 6.875 0 0 0.375 7.25 Plant City FL 33563 Single Family 54145 20060401 70.00 No MI 100203000000000000 2.25 20110301 12.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 80688.42 585.86 360 358 7.5 0 0 0.375 7.875 FORT WORTH TX 76140 2-4 Family 80800 20060301 80.00 No MI 100204000000000000 2.25 20110201 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 172000 1128.75 360 358 7.5 0 0 0.375 7.875 MIAMI FL 33032 Single Family 172000 20060301 80.00 No MI 100199000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 150050 922.1822917 360 358 7 0 0 0.375 7.375 BUCKEYE AZ 85326 Single Family 150050 20060301 74.99 No MI 100414000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 187500 1074.21875 360 358 6.5 0 0 0.375 6.875 RENO NV 89502 Single Family 187500 20060301 75.00 No MI 100414000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 138750 910.546875 360 359 7.5 0 0 0.375 7.875 Tempe AZ 85282 Condominium 138750 20060401 75.00 No MI 100101000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 164000 922.5 360 358 6.375 0 0 0.375 6.75 Savannah GA 31410 Single Family 164000 20060301 80.00 No MI 100264000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 142899.07 1024.47 360 359 7.375 0 0 0.375 7.75 Navarre FL 32566 Single Family 143000 20060401 65.00 No MI 100425000000000000 2.25 20110301 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 218900 1390.927083 360 359 7.25 0 0 0.375 7.625 Orlando FL 32829 PUD 218900 20060401 79.99 No MI 100429000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 182000 1232.291667 360 359 7.75 0 0 0.375 8.125 Tempe AZ 85282 PUD 182000 20060401 70.00 No MI 100101000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 1207500 8427.34375 360 359 8 0 0 0.375 8.375 Miami Beach FL 33139 Condominium 1207500 20060401 70.00 No MI 100256000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 417000 2562.8125 360 359 7 0 0 0.375 7.375 Sylmar CA 91342 Single Family 417000 20060401 77.22 No MI 1000960-0001600725 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 327200 2181.333333 360 359 7.625 0 0 0.375 8 Pittsburg CA 94565 Single Family 327200 20060401 80.00 No MI 100185000000000000 2.25 20110301 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 217518 1359.4875 360 359 7.125 0 0 0.375 7.5 Calexico CA 92231 Single Family 217518 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 146250 1020.703125 360 360 8 0 0 0.375 8.375 Phoenix AZ 85019 Single Family 146250 20060501 75.00 No MI 100414000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 336000 2100 360 359 7.125 0 0 0.375 7.5 Riverside CA 92509 Single Family 336000 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 166968 1147.905 360 359 7.875 0 0 0.375 8.25 Phoenix AZ 85004 2-4 Family 166968 20060401 70.00 No MI 100414000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 87289.71 663.88 360 359 8 0 0 0.375 8.375 San Antonio TX 78244 PUD 87344 20060401 80.00 No MI 100266000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 176200 1064.541667 360 359 6.875 0 0 0.375 7.25 BUCKEYE AZ 85326 PUD 176200 20060401 79.98 No MI 100414000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 158250 989.0625 360 359 7.125 0 0 0.375 7.5 DENVER CO 80233 Single Family 158250 20060401 75.00 No MI 100414000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 50850 301.921875 360 358 6.75 0 0 0.375 7.125 Garland TX 75040 Single Family 50850 20060301 64.94 No MI 100185000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 104000 671.6666667 360 358 7.375 0 0 0.375 7.75 DEARBORN MI 48124 Single Family 104000 20060301 80.00 No MI 1000608-0601003555 2.25 20110201 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 221650 1269.869792 360 359 6.5 0 0 0.375 6.875 FT WASHINGTON MD 20744 Single Family 221650 20060401 65.00 No MI 100293000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 175920 952.9 360 359 6.125 0 0 0.375 6.5 Newark DE 19711 Single Family 175920 20060401 80.00 No MI 10007650000091498- 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 155250 1035 360 359 7.625 0 0 0.375 8 Kirkwood MO 63122 Single Family 155250 20060401 75.00 No MI 100238000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 232000 1522.5 360 358 7.5 0 0 0.375 7.875 Fresno CA 93702 2-4 Family 232000 20060301 78.64 No MI 100034000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 244999.99 1582.291602 360 358 7.375 0 0 0.375 7.75 Las Vegas NV 89101 2-4 Family 245000 20060301 70.00 No MI 100199000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 325000 1794.270833 360 358 6.25 0 0 0.375 6.625 Brentwood CA 94513 2-4 Family 325000 20060301 57.02 No MI 100034000000000000 2.25 20110201 12.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 439200 2745 360 358 7.125 0 0 0.375 7.5 Los Angeles CA 90065 Single Family 439200 20060301 80.00 No MI 100034000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 162000 843.75 360 358 5.875 0 0 0.375 6.25 Apopka FL 32703 PUD 162000 20060301 75.00 No MI 100185000000000000 2.25 20110201 11.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 207999.1 1408.32724 360 358 7.75 0 0 0.375 8.125 Brick NJ 8723 Single Family 208000 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 130400 801.4166667 360 358 7 0 0 0.375 7.375 Suwanee GA 30024 2-4 Family 130400 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 54908.18 337.4565229 360 358 7 0 0 0.375 7.375 College Park GA 30349 Single Family 54950 20060301 68.69 No MI 100185000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 92400 529.375 360 358 6.5 0 0 0.375 6.875 Brunswick GA 31520 Condominium 92400 20060301 80.00 No MI 100066000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 144000 780 360 359 6.125 0 0 0.375 6.5 Denver CO 80205 Condominium 144000 20060401 80.00 No MI 100030000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 715000 4021.875 360 358 6.375 0 0 0.375 6.75 Huntington Beach CA 92647 2-4 Family 715000 20060301 65.00 No MI 100034000000000000 2.25 20110201 12.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 95920 609.4916667 360 358 7.25 0 0 0.375 7.625 Atlanta GA 30331 Condominium 95920 20060301 80.00 No MI 100066000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 292000 1885.833333 360 358 7.375 0 0 0.375 7.75 Columbia Heights MN 55421 2-4 Family 292000 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 106400 620.6666667 360 358 6.625 0 0 0.375 7 Wheat Ridge CO 80033 Condominium 106400 20060301 80.00 No MI 100095000000000000 2.25 20110201 12 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G03 458377 2673.865833 360 358 6.625 0 0 0.375 7 Corona CA 92883 Single Family 458377 20060301 80.00 No MI 100034000000000000 2.25 20110201 13 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 246962.26 1286.261771 360 357 5.875 0 0 0.375 6.25 Mesa AZ 85204 2-4 Family 247000 20060201 65.00 No MI 100034000000000000 2.25 20110101 12.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 1000000 5937.5 360 358 6.75 0 0 0.375 7.125 Miami FL 33156 Single Family 1000000 20060301 77.82 No MI 100034000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 118450 752.6510417 360 358 7.25 0 0 0.375 7.625 Spring TX 77373 PUD 118450 20060301 74.98 No MI 100185000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 101600 624.4166667 360 359 7 0 0 0.375 7.375 Evanston IL 60202 Condominium 101600 20060401 80.00 No MI 100113000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 544800 3348.25 360 358 7 0 0 0.375 7.375 North Hills CA 91343 Single Family 544800 20060301 80.00 No MI 1000342-0000549760 2.25 20110201 13.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 380000 2177.083333 360 357 6.5 0 0 0.375 6.875 Sun Valley CA 91352 Single Family 380000 20060201 80.00 No MI 100034000000000000 2.25 20110101 12.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G02 281492 1759.325 360 358 7.125 0 0 0.375 7.5 OWINGS MILLS MD 21117 Condominium 281492 20060301 80.00 No MI 100028000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 343200 2073.5 360 357 6.875 0 0 0.375 7.25 Los Angeles CA 90032 Single Family 343200 20060201 80.00 No MI 100034000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 188856.37 1387.63 360 358 7.625 0 0 0.375 8 Maitland FL 32751 Condominium 189111 20060301 80.00 No MI 100034000000000000 2.25 20110201 17 1.875 2 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 251250 1413.28125 360 359 6.375 0 0 0.375 6.75 BAKERSFIELD CA 93308 Single Family 251250 20060401 75.00 No MI 100414000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 111000 705.3125 360 358 7.25 0 0 0.375 7.625 Spring TX 77373 PUD 111000 20060301 74.97 No MI 100185000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 267752 1757.1225 360 358 7.5 0 0 0.375 7.875 OWINGS MILLS MD 21117 Condominium 267752 20060301 80.00 No MI 100028000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 74900 475.9270833 360 358 7.25 0 0 0.375 7.625 Rex GA 30273 PUD 74900 20060301 70.00 No MI 100034000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 168000 1032.5 360 358 7 0 0 0.375 7.375 Arvada CO 80005 PUD 168000 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 486400 3141.333333 360 358 7.375 0 0 0.375 7.75 San Bernardino CA 92404 2-4 Family 486400 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 296000 1634.166667 360 357 6.25 0 0 0.375 6.625 los angeles CA 91343 Condominium 296000 20060201 80.00 No MI 100034000000000000 2.25 20110101 12.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 80500 461.1979167 360 358 6.5 0 0 0.375 6.875 Euless TX 76040 Single Family 80500 20060301 70.00 No MI 100185000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 112400 725.9166667 360 358 7.375 0 0 0.375 7.75 Denver CO 80229 PUD 112400 20060301 74.98 No MI 100185000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 114000 712.5 360 358 7.125 0 0 0.375 7.5 Miami FL 33169 Condominium 114000 20060301 69.98 No MI 100256000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 242400 1540.25 360 358 7.25 0 0 0.375 7.625 Bonita Springs FL 34134 Condominium 242400 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 182000 1042.708333 360 358 6.5 0 0 0.375 6.875 Tempe AZ 85282 Single Family 182000 20060301 65.00 No MI 100034000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 114000 712.5 360 359 7.125 0 0 0.375 7.5 Miami FL 33196 Condominium 114000 20060401 69.98 No MI 100256000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 184600 1057.604167 360 358 6.5 0 0 0.375 6.875 Visalia CA 93291 Single Family 184600 20060301 65.00 No MI 100034000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 244530.38 1655.674448 360 358 7.75 0 0 0.375 8.125 INDIAN TRAIL NC 28079 PUD 244744 20060301 80.00 No MI 100028000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 557400 3716 360 358 7.625 0 0 0.375 8 Gainesville VA 20155 PUD 557400 20060301 79.99 No MI 100028000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 565850 3300.791667 360 358 6.625 0 0 0.375 7 Gainesville VA 20155 PUD 565850 20060301 79.99 No MI 100028000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 218912 1482.216667 360 358 7.75 0 0 0.375 8.125 Richmond VA 23231 PUD 218912 20060301 80.00 No MI 100028000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 442800 2952 360 358 7.625 0 0 0.375 8 FREDERICKSBURG VA 22401 PUD 442800 20060301 80.00 No MI 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 440000 2475 360 359 6.375 0 0 0.375 6.75 Colorado Springs CO 80904 PUD 440000 20060401 80.00 No MI 100226000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 156000 1088.75 360 360 8 0 0 0.375 8.375 Miami FL 33015 Condominium 156000 20060501 80.00 No MI 100022000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 226500 1321.25 360 358 6.625 0 0 0.375 7 FREDERICK MD 21702 Single Family 226500 20060301 79.99 No MI 100031000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 252000 1575 360 358 7.125 0 0 0.375 7.5 Stevensville MD 21666 Single Family 252000 20060301 80.00 No MI 100031000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 400000 2083.333333 360 359 5.875 0 0 0.375 6.25 Las Vegas NV 89148 PUD 400000 20060401 80.00 No MI 100195000000000000 2.25 20110301 11.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 192000 1240 360 358 7.375 0 0 0.375 7.75 Charleston SC 29412 Single Family 192000 20060301 80.00 No MI 100264000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 212236 1215.935417 360 358 6.5 0 0 0.375 6.875 DEWEY AZ 86327 PUD 212236 20060301 80.00 No MI 100071000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 212000 1369.166667 360 358 7.375 0 0 0.375 7.75 LAS VEGAS NV 89139 PUD 212000 20060301 80.00 No MI 100183000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 351999.99 1833.333281 360 357 5.875 0 0 0.375 6.25 BERKELEY CA 94703 Condominium 352000 20060201 80.00 No MI 100146000000000000 2.25 20090101 12.25 1.875 1 First Lien N Y 120 Prepay 360 36 N 20360101 AFL2
GROUP I G01 475160 3217.229167 360 359 7.75 0 0 0.375 8.125 ADAMSTOWN MD 21710 PUD 475160 20060401 80.00 No MI 100289000000000000 2.25 20110301 14.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 599200 2996 360 359 5.625 0 0 0.375 6 Burbank CA 91505 2-4 Family 599200 20060401 79.89 No MI 100096000000000000 2.25 20110301 11 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 387930.77 2222.520036 360 357 6.5 0 0 0.375 6.875 ROSEVILLE CA 95747 Single Family 388000 20060201 80.00 No MI 100146000000000000 2.25 20110101 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 216000 1282.5 360 357 6.75 0 0 0.375 7.125 ROCKLIN CA 95677 Condominium 216000 20060201 75.00 No MI 100146000000000000 2.25 20110101 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 114000 688.75 360 358 6.875 0 0 0.375 7.25 LAS VEGAS NV 89115 Single Family 114000 20060301 73.55 No MI 100183000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 277900 1794.770833 360 358 7.375 0 0 0.375 7.75 PALMER PA 18045 Single Family 277900 20060301 79.86 No MI 100031000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 152000 965.8333333 360 359 7.25 0 0 0.375 7.625 Greer SC 29650 Single Family 152000 20060401 80.00 No MI 100147000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 232000 1474.166667 360 358 7.25 0 0 0.375 7.625 Port Saint Lucie FL 34953 Single Family 232000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 645000 4165.625 360 358 7.375 0 0 0.375 7.75 LORTON VA 22079 Single Family 645000 20060301 74.99 No MI 100031000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 241500 1559.6875 360 358 7.375 0 0 0.375 7.75 MIAMI FL 33194 PUD 241500 20060301 70.00 No MI 100400000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 248700 1295.3125 360 358 5.875 0 0 0.375 6.25 FREDERICK MD 21702 PUD 248700 20060301 79.20 No MI 100031000000000000 2.25 20110201 11.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 250717 1593.097604 360 359 7.25 0 0 0.375 7.625 Las Vegas NV 89109 Condominium 250717 20060401 70.00 No MI 100173000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 664000 3942.5 360 359 6.75 0 0 0.375 7.125 Mesa AZ 85204 Single Family 664000 20060401 80.00 No MI 100189000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 417000 2780 360 358 7.625 0 0 0.375 8 Phoenix AZ 85003 Condominium 417000 20060301 69.50 No MI 100173000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 79100 535.5729167 360 358 7.75 0 0 0.375 8.125 COLUMBUS OH 43211 Single Family 79100 20060301 79.90 No MI 100331000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 281650.5 1701.638438 360 358 6.875 0 0 0.375 7.25 CLARKSBURG MD 20871 PUD 543850 20060301 60.84 No MI 100031000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 124800 845 360 358 7.75 0 0 0.375 8.125 COLUMBUS OH 43223 Single Family 124800 20060301 80.00 No MI 100331000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 126697.46 941.96 360 358 7.75 0 0 0.375 8.125 Richmond TX 77469 PUD 126864 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 126000 761.25 360 358 6.875 0 0 0.375 7.25 LOUISVILLE KY 40216 Single Family 126000 20060301 90.00 Republic MIC 100331000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 320000 1766.666667 360 358 6.25 0 0 0.375 6.625 OAKLAND CA 94605 Single Family 320000 20060301 80.00 No MI 100068000000000000 2.25 20110201 12.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 200000 1229.166667 360 358 7 0 0 0.375 7.375 Tampa FL 33625 PUD 200000 20060301 80.00 No MI 100266000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 86539.54 665.82 360 359 8.125 0 0 0.375 8.5 Louisville KY 40220 Single Family 86592 20060401 80.00 No MI 100266000000000000 2.25 20110301 13.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G03 531999.6 3214.16425 360 359 6.875 0 0 0.375 7.25 Panama City FL 32407 Condominium 532000 20060401 80.00 No MI 100229000000000000 2.25 20110301 13.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 170000 1062.5 360 359 7.125 0 0 0.375 7.5 HOUSTON TX 77062 Single Family 170000 20060401 80.00 No MI 100021000000000000 2.25 20110301 12.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 215200 1277.75 360 359 6.75 0 0 0.375 7.125 Tallahassee FL 32309 PUD 215200 20060401 80.00 No MI 100264000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 384000 2200 360 359 6.5 0 0 0.375 6.875 City Of Commerce CA 90040 Single Family 384000 20060401 80.00 No MI 100187000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 203100 1375.15625 360 356 7.75 0 0 0.375 8.125 DURHAM NC 27712 Single Family 203100 20060101 79.99 No MI 100128000000000000 2.25 20101201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP II G02 276000 1753.75 360 356 7.25 0 0 0.375 7.625 REISTERTOWN MD 21136 Single Family 276000 20060101 80.00 No MI 100128000000000000 2.25 20101201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP I G01 123918.88 920.7 360 359 7.75 0 0 0.375 8.125 Radcliff KY 40160 2-4 Family 124000 20060401 80.00 No MI 1001147-0000021892 2.25 20110301 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 220500 1332.1875 360 360 6.875 0 0 0.375 7.25 TAMPA FL 33624 Single Family 220500 20060501 70.00 No MI 100059000000000000 2.25 20110401 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 246320 1436.866667 360 359 6.625 0 0 0.375 7 Fairfax City VA 22030 Condominium 246320 20060401 80.00 No MI 100293000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 124110 711.046875 360 359 6.5 0 0 0.375 6.875 POWDER SPRINGS GA 30127 Single Family 124110 20060401 70.00 No MI 100293000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 76791 519.9390625 360 359 7.75 0 0 0.375 8.125 MARKHAM IL 60426 Single Family 76791 20060401 80.00 No MI 100221000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G03 519920 3032.866667 360 359 6.625 0 0 0.375 7 Myrtle Beach SC 29579 Single Family 519920 20060401 80.00 No MI 100035000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 59461.07 441.79 360 359 7.75 0 0 0.375 8.125 Houston TX 77078 Single Family 59500 20060401 70.00 No MI 100425000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 184000 920 360 353 5.625 0 0 0.375 6 FARMINGTON UT 84025 Single Family 184000 20051001 80.00 No MI 100225000000000000 5 20090901 12 1.875 1 First Lien N Y 60 Prepay 360 48 N 20350901 ALT1
GROUP I G01 207200 1079.166667 360 354 5.875 0 0 0.375 6.25 MARICOPA AZ 85239 PUD 207200 20051101 80.00 No MI 100225000000000000 5.25 20071001 12.25 4.625 1 First Lien N Y 60 Prepay 360 24 N 20351001 ALT1
GROUP I G01 109600 616.5 360 355 6.375 0 0 0.375 6.75 MESA AZ 85210 Condominium 109600 20051201 80.00 No MI 100225000000000000 5.75 20071101 12.75 4.875 1 First Lien N Y 60 Prepay 360 24 N 20351101 ALT1
GROUP I G01 142400 771.3333333 360 355 6.125 0 0 0.375 6.5 MESA AZ 85208 PUD 142400 20051201 80.00 No MI 100225000000000000 5.5 20071101 12.5 5.375 1 First Lien N Y 60 Prepay 360 24 N 20351101 ALT1
GROUP I G01 145600 788.6666667 360 355 6.125 0 0 0.375 6.5 GLENDALE AZ 85303 Single Family 145600 20051201 80.00 No MI 100225000000000000 5.5 20071101 12.5 5.125 1 First Lien N Y 60 Prepay 360 24 N 20351101 ALT1
GROUP I G01 220500 1515.9375 360 355 7.875 0 0 0.375 8.25 PHOENIX AZ 85041 PUD 220500 20051201 90.00 No MI 100225000000000000 7.25 20071101 14.25 5.125 1 First Lien N Y 60 Prepay 360 24 N 20351101 ALT1
GROUP I G01 375981.43 1684.083489 360 354 5 0 0 0.375 5.375 ELK RIVER MN 55330 PUD 376000 20051101 80.00 No MI 100225000000000000 4.375 20091001 11.375 6.875 1 First Lien N Y 60 Prepay 360 48 N 20351001 ALT1
GROUP I G01 203993.61 1019.96805 360 354 5.625 0 0 0.375 6 FOREST LAKE MN 55025 Single Family 204000 20051101 80.00 No MI 100225000000000000 5 20071001 12 4 1 First Lien N Y 60 Prepay 360 24 N 20351001 ALT1
GROUP I G01 61600 307.4866667 360 353 5.615 0 0 0.375 5.99 NEW CARLISLE OH 45344 Single Family 61600 20051001 80.00 No MI 100225000000000000 4.99 20090901 11.99 4.625 1 First Lien N Y 60 Prepay 360 48 N 20350901 ALT1
GROUP I G01 132000 715 360 354 6.125 0 0 0.375 6.5 CINCINNATI OH 45229 Single Family 132000 20051101 80.00 No MI 100225000000000000 5.5 20071001 12.5 4.615 1 First Lien N Y 60 Prepay 360 24 N 20351001 ALT1
GROUP I G01 119382.23 709.85 360 355 5.5 0 0 0.375 5.875 PENSACOLA FL 32526 Single Family 120000 20051201 80.00 No MI 100225000000000000 4.875 20071101 11.875 5.125 1 First Lien N N 0 Prepay 360 24 N 20351101 ALT1
GROUP I G01 111943.91 649.34 360 353 5.25 0 0 0.375 5.625 TOPEKA KS 66604 Single Family 112800 20051001 80.00 No MI 100225000000000000 4.625 20070901 11.625 4.5 1 First Lien N N 0 Prepay 360 24 N 20350901 ALT1
GROUP I G01 108326.34 705.67 360 355 6.375 0 0 0.375 6.75 HARRISONVILLE MO 64701 Single Family 108800 20051201 80.00 No MI 100225000000000000 5.75 20071101 12.75 4.25 1 First Lien N N 0 Prepay 360 24 N 20351101 ALT1
GROUP I G01 55999.57 373.3304667 360 358 7.625 0 0 0.375 8 Marietta GA 30060 PUD 56000 20060301 80.00 No MI 100266000000000000 2.25 20110201 13 5.375 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 238800 1616.875 360 358 7.75 0 0 0.375 8.125 Gilbert AZ 85296 PUD 238800 20060301 80.00 No MI 100173000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 94500 600.46875 360 358 7.25 0 0 0.375 7.625 Detroit MI 48224 Single Family 94500 20060301 70.00 No MI 100173000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 380250 2099.296875 360 359 6.25 0 0 0.375 6.625 LOS ANGELES CA 90003 2-4 Family 380250 20060401 65.00 No MI 1003113-0005003589 2.25 20110301 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 84000 560 360 358 7.625 0 0 0.375 8 Little River SC 29566 Condominium 84000 20060301 80.00 No MI 100035000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 325600 1763.666667 360 358 6.125 0 0 0.375 6.5 HONOLULU HI 96815 Condominium 325600 20060301 80.00 No MI 100194000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 218948 1322.810833 360 359 6.875 0 0 0.375 7.25 RIDGEWOOD GA 11385 PUD 218948 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 287200 1944.583333 360 358 7.75 0 0 0.375 8.125 Las Vegas NV 89110 2-4 Family 287200 20060301 80.00 No MI 100195000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 445260 2968.4 360 357 7.625 0 0 0.375 8 Indian Head MD 20640 PUD 445260 20060201 80.00 No MI 100016000000000000 2.75 20110101 14 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 172000 1003.333333 360 359 6.625 0 0 0.375 7 VANCOUVER WA 98686 PUD 172000 20060401 80.00 No MI 100414000000000000 2.25 20110301 12 2.375 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 110400 759 360 358 7.875 0 0 0.375 8.25 Garfield Heights OH 44125 Single Family 110400 20060301 80.00 No MI 100204000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 224900 1311.916667 360 359 6.625 0 0 0.375 7 FORT MYERS FL 33912 Single Family 224900 20060401 74.99 No MI 100213000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 639200 3528.916667 360 359 6.25 0 0 0.375 6.625 Castle Rock CO 80108 Condominium 639200 20060401 80.00 No MI 100414000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 129496.36 873.14 360 359 6.75 0 0 0.375 7.125 LILBURN GA 30047 Single Family 129600 20060401 80.00 No MI 100021000000000000 2.25 20110301 12.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 408000 2465 360 359 6.875 0 0 0.375 7.25 Sterling VA 20164 Single Family 408000 20060401 80.00 No MI 010021800000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 147373.01 828.97 360 358 6.375 0 0 0.375 6.75 Saint Paul MN 55117 Single Family 147500 20060301 74.98 No MI 100185000000000000 2.25 20110201 11.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 66850 417.8125 360 359 7.125 0 0 0.375 7.5 Holly MI 48442 Single Family 66850 20060401 70.00 No MI 100185000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 417000 2302.1875 360 359 6.25 0 0 0.375 6.625 JUPITER FL 33458 Single Family 417000 20060401 53.47 No MI 100057000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 187733 1173.33125 360 359 7.125 0 0 0.375 7.5 LAS VEGAS NV 89122 Single Family 187733 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 95870.75 704.41 360 358 7.625 0 0 0.375 8 CHESAPEAKE VA 23324 Single Family 96000 20060301 80.00 No MI 100113000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 98000 622.7083333 360 358 7.25 0 0 0.375 7.625 Detroit MI 48221 Single Family 98000 20060301 70.00 No MI 100173000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 282380 1823.704167 360 359 7.375 0 0 0.375 7.75 Denver CO 80203 Condominium 282380 20060401 70.00 No MI 100113000000000000 2.25 20110301 12.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 325050 2268.578125 360 359 8 0 0 0.375 8.375 Denver CO 80203 Condominium 325050 20060401 75.00 No MI 100113000000000000 2.25 20110301 13.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 151200 992.25 360 358 7.5 0 0 0.375 7.875 Wilmington NC 28403 Single Family 151200 20060301 80.00 No MI 100035000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 69900 407.75 360 358 6.625 0 0 0.375 7 Marietta GA 30008 Single Family 69900 20060301 69.90 No MI 100185000000000000 2.25 20110201 12 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 260000 1597.916667 360 358 7 0 0 0.375 7.375 Crestline CA 92325 Single Family 260000 20060301 80.00 No MI 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 1330000 8589.583333 360 358 7.375 0 0 0.375 7.75 WESTLAKE VILLAGE CA 91362 PUD 1330000 20060301 70.00 No MI 100163000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 104545 696.9666667 360 360 7.625 0 0 0.375 8 Navarre FL 32566 Single Family 104545 20060501 70.00 No MI 100425000000000000 2.25 20110401 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 188990 1141.814583 360 357 6.875 0 0 0.375 7.25 CORNELIUS NC 28031 PUD 188990 20060201 79.08 No MI 100028000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 384000 2520 360 359 7.5 0 0 0.375 7.875 HAWTHORNE CA 90250 Single Family 384000 20060401 80.00 No MI 100400000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 444000 2590 360 359 6.625 0 0 0.375 7 LOS ANGELES CA 90015 2-4 Family 444000 20060401 80.00 No MI 100311000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 247200 1699.5 360 359 7.875 0 0 0.375 8.25 LAS VEGAS NV 89143 PUD 247200 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 372800 2174.666667 360 359 6.625 0 0 0.375 7 North Hollywood CA 91606 Single Family 372800 20060401 80.00 No MI 100096000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 159200 1111.083333 360 359 8 0 0 0.375 8.375 BALTIMORE MD 21224 Single Family 159200 20060401 80.00 No MI 100289000000000000 2.25 20110301 14.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 312000 1982.5 360 359 7.25 0 0 0.375 7.625 Parker CO 80134 PUD 312000 20060401 80.00 No MI 100113000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 393600 2583 360 359 7.5 0 0 0.375 7.875 Dallas TX 75209 Single Family 393600 20060401 80.00 No MI 100307000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 172500 1060.15625 360 359 7 0 0 0.375 7.375 Pottsboro TX 75076 PUD 172500 20060401 75.00 No MI 100307000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 127200 821.5 360 358 7.375 0 0 0.375 7.75 Phoenix AZ 85033 Single Family 127200 20060301 80.00 No MI 100041000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 213292 1244.203333 360 359 6.625 0 0 0.375 7 Las Vegas NV 89149 PUD 213292 20060401 80.00 No MI 1000335-0000008646 2.25 20110301 12 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 247251.97 1390.792331 360 357 6.375 0 0 0.375 6.75 MARICOPA AZ 85239 PUD 247252 20060201 80.00 No MI 100057000000000000 2.25 20110101 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 316960 1584.8 360 357 5.625 0 0 0.375 6 DUVAL FL 32216 Single Family 316960 20060201 79.12 No MI 100057000000000000 2.25 20110101 11 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 689497.96 4165.716842 360 357 6.875 0 0 0.375 7.25 WESTPORT CT 6880 Single Family 689500 20060201 70.00 No MI 100103000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 74400 496 360 357 7.625 0 0 0.375 8 PUEBLO CO 81005 Single Family 74400 20060201 80.00 No MI 100414000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 115835.73 831.04 360 358 7.375 0 0 0.375 7.75 TUCSON AZ 85706 Single Family 116000 20060301 80.00 No MI 1004140-0100013066 2.25 20110201 12.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 252400 1551.208333 360 357 7 0 0 0.375 7.375 SMYRNA DE 19977 PUD 252400 20060201 79.97 No MI 100028000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 59200 394.6666667 360 355 7.625 0 0 0.375 8 Kansas City MO 64130 Single Family 59200 20051201 80.00 No MI 100039000000000000 2.25 20081101 13 1.875 1 First Lien N Y 60 Prepay 360 36 N 20351101 AFL2
GROUP II G02 143997.48 704.9876625 360 358 5.5 0 0 0.375 5.875 Mount Laurel NJ 8054 Condominium 144000 20060301 80.00 No MI 100077000000000000 2.25 20110201 10.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 234400 1465 360 357 7.125 0 0 0.375 7.5 Dumfries VA 22026 PUD 234400 20060201 80.00 No MI 100213000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 103799.66 781.32 360 357 7.875 0 0 0.375 8.25 DELTONA FL 32725 Single Family 104000 20060201 80.00 No MI 2.375 20080101 13.25 1.875 1 First Lien N N 0 Prepay 360 24 N 20360101 AFL2
GROUP II G01 62930 380.2020833 360 356 6.875 0 0 0.375 7.25 Payson UT 84651 Single Family 62930 20060101 70.00 No MI 100059000000000000 2.25 20101201 12.25 2 1 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP I G01 82847.09 615.95 360 358 7.75 0 0 0.375 8.125 San Antonio TX 78245 Single Family 82956 20060301 79.77 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 77599 576.93 360 358 7.75 0 0 0.375 8.125 San Antonio TX 78245 PUD 77701 20060301 79.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 119199.46 844.3295083 360 356 8.125 0 0 0.375 8.5 Wilmington NC 28403 Single Family 119200 20060101 80.00 No MI 100266000000000000 2.375 20071201 13.5 1.875 1 First Lien N Y 120 No_PP 360 24 N 20351201 AFL2
GROUP II G01 315567.98 1873.684881 360 357 6.75 0 0 0.375 7.125 HENDERSON NV 89044 PUD 315568 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.125 2 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 115600 782.7083333 360 358 7.75 0 0 0.375 8.125 Villa Rica GA 30180 Single Family 115600 20060301 80.00 No MI 100400000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 109600 742.0833333 360 358 7.75 0 0 0.375 8.125 Villa Rica GA 30180 PUD 109600 20060301 80.00 No MI 100400000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 273000 1677.8125 360 358 7 0 0 0.375 7.375 Miami FL 33165 Single Family 273000 20060301 70.00 No MI 100196000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 103792 691.9466667 360 358 7.625 0 0 0.375 8 Austin TX 78744 2-4 Family 103800 20060301 79.97 No MI 100425000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 105599 703.9933333 360 358 7.625 0 0 0.375 8 Austin TX 78744 2-4 Family 105600 20060301 80.00 No MI 100425000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 105599 703.9933333 360 358 7.625 0 0 0.375 8 Austin TX 78744 2-4 Family 105600 20060301 80.00 No MI 100425000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 103792 691.9466667 360 358 7.625 0 0 0.375 8 Austin TX 78744 2-4 Family 103800 20060301 79.97 No MI 100425000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 191820 1218.85625 360 358 7.25 0 0 0.375 7.625 Queen Creek AZ 85242 PUD 191820 20060301 80.00 No MI 100071000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 167720 995.8375 360 358 6.75 0 0 0.375 7.125 Denver CO 80204 Condominium 167720 20060301 80.00 No MI 100266000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 170170.58 1250.33 360 358 7.625 0 0 0.375 8 Glen Burnie MD 21060 Single Family 170400 20060301 80.00 No MI 1001130-0601000091 2.25 20110201 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 345560 2267.7375 360 359 7.5 0 0 0.375 7.875 PALMDALE CA 93552 PUD 345560 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 398850 2409.71875 360 359 6.875 0 0 0.375 7.25 SHREWSBURY PA 17361 PUD 398850 20060401 80.00 No MI 100028000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 184000 1130.833333 360 358 7 0 0 0.375 7.375 Sarasota FL 34238 Condominium 184000 20060301 80.00 No MI 100066000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 236000 1597.916667 360 358 7.75 0 0 0.375 8.125 Newark NJ 7103 2-4 Family 236000 20060301 80.00 No MI 100234000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 154000 1010.625 360 359 7.5 0 0 0.375 7.875 KILLEEN TX 76544 2-4 Family 154000 20060401 70.00 No MI 100061000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 151600 994.875 360 358 7.5 0 0 0.375 7.875 WASHINGTON DC 20011 Condominium 151600 20060301 80.00 No MI 100289000000000000 2.25 20110201 13.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 295200 1937.25 360 358 7.5 0 0 0.375 7.875 Vallejo CA 94590 Single Family 295200 20060301 80.00 No MI 1001719-0601001106 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 176349.3 1304.250031 360 357 8.5 0 0 0.375 8.875 Marysville WA 98271 Single Family 176355 20060201 90.00 Radian Guaranty 100016000000000000 2.25 20110101 14.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 81185 498.9494792 360 359 7 0 0 0.375 7.375 Joliet IL 60432 Single Family 81185 20060401 65.00 No MI 100425000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 140250 876.5625 360 358 7.125 0 0 0.375 7.5 CEDARPINES PARK AREA CA 92322 Single Family 140250 20060301 75.00 No MI 100386000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 276000 1840 360 358 7.625 0 0 0.375 8 Elk Grove CA 95759 Single Family 276000 20060301 80.00 No MI 100172000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 157600 1067.083333 360 359 7.75 0 0 0.375 8.125 Wilmington DE 19804 Single Family 157600 20060401 80.00 No MI 100077000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 276800 1758.833333 360 358 7.25 0 0 0.375 7.625 PLANO TX 75024 PUD 276800 20060301 80.00 No MI 100204000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 528750 3249.609375 360 358 7 0 0 0.375 7.375 Naples FL 34109 Single Family 528750 20060301 75.00 No MI 100415000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 92000 642.0833333 360 359 8 0 0 0.375 8.375 Jacksonville FL 32244 Single Family 92000 20060401 80.00 No MI 100266000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 102251.31 724.78 360 358 7.25 0 0 0.375 7.625 HUMBLE TX 77396 PUD 102400 20060301 80.00 No MI 100199000000000000 2.25 20110201 12.625 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 1000000 6562.5 360 358 7.5 0 0 0.375 7.875 LOS ANGELES CA 90019 Single Family 1000000 20060301 76.92 No MI 100311000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 649574.81 4826.23 360 359 7.75 0 0 0.375 8.125 Long Beach CA 90804 2-4 Family 650000 20060401 69.74 No MI 100195000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 204750 1130.390625 360 358 6.25 0 0 0.375 6.625 Chicago IL 60619 2-4 Family 204750 20060301 65.00 No MI 100113000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 440000 2979.166667 360 358 7.75 0 0 0.375 8.125 WASHINGTON DC 20011 Single Family 440000 20060301 80.00 No MI 100293000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 314879 2099.193333 360 359 7.625 0 0 0.375 8 RICHMOND VA 23227 Single Family 314879 20060401 80.00 No MI 100028000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 984650 6461.765625 360 357 7.5 0 0 0.375 7.875 Kapolei HI 96707 Condominium 984650 20060201 70.00 No MI 100016000000000000 2.25 20110101 13.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 123600 605.125 360 357 5.5 0 0 0.375 5.875 Hermitage TN 37076 PUD 123600 20060201 80.00 No MI 100016000000000000 2.75 20110101 11.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 116723.59 867.24 360 359 7.75 0 0 0.375 8.125 Trenton NJ 8611 2-4 Family 116800 20060401 80.00 No MI 2.25 20110301 13.125 2.375 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 229160 1479.991667 360 358 7.375 0 0 0.375 7.75 LAS VEGAS NV 89149 PUD 229160 20060301 80.00 No MI 100199000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 190800 1232.25 360 359 7.375 0 0 0.375 7.75 Atlanta GA 30345 Single Family 190800 20060401 79.50 No MI 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 314800 1705.166667 360 359 6.125 0 0 0.375 6.5 PEORIA AZ 85383 PUD 314800 20060401 79.99 No MI 100047000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 253840 1295.641667 360 358 5.75 0 0 0.375 6.125 THORNTON CO 80229 PUD 253840 20060301 80.00 No MI 100047000000000000 2.25 20110201 11.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 263200 1645 360 360 7.125 0 0 0.375 7.5 Paterson NJ 7501 2-4 Family 263200 20060501 80.00 No MI 100234000000000000 2.25 20110401 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360401 AFL2
GROUP II G01 215000 1298.958333 360 359 6.875 0 0 0.375 7.25 Riviera Beach FL 33404 Single Family 215000 20060401 78.18 No MI 100271000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 1387500 9105.46875 360 358 7.5 0 0 0.375 7.875 Burbank CA 91501 Single Family 1387500 20060301 75.00 No MI 100196000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 225200 1430.958333 360 358 7.25 0 0 0.375 7.625 BRIDGEPORT CT 6606 Single Family 225200 20060301 80.00 No MI 100204000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 49335.16 366.79 360 358 7.75 0 0 0.375 8.125 Wilkes Barre Township PA 18702 Single Family 49400 20060301 95.00 United Guaranty 100099000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 160621 987.1498958 360 358 7 0 0 0.375 7.375 Kingman AZ 86401 PUD 162221 20060301 80.00 No MI 100059000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 192000 1180 360 358 7 0 0 0.375 7.375 Tucson AZ 85701 Single Family 192000 20060301 80.00 No MI 100170000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 261725 1608.518229 360 358 7 0 0 0.375 7.375 COOLIDGE AZ 85228 PUD 261725 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 236000 1597.916667 360 359 7.75 0 0 0.375 8.125 MILILANI HI 96789 Condominium 236000 20060401 80.00 No MI 100204000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 201991.46 1241.405848 360 358 7 0 0 0.375 7.375 Lancaster CA 93534 Single Family 202000 20060301 79.84 No MI 100022000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 147000 949.375 360 358 7.375 0 0 0.375 7.75 Deltona FL 32738 Single Family 147000 20060301 75.00 No MI 100173000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 302500 1670.052083 360 358 6.25 0 0 0.375 6.625 Upland CA 91786 Single Family 302500 20060301 54.50 No MI 100080000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 408000 2805 360 358 7.875 0 0 0.375 8.25 North Bergen NJ 7047 2-4 Family 408000 20060301 80.00 No MI 100234000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 126400 869 360 357 7.875 0 0 0.375 8.25 Minneapolis MN 55413 2-4 Family 126400 20060201 80.00 No MI 100221000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 240000 1625 360 358 7.75 0 0 0.375 8.125 Newark NJ 7103 2-4 Family 240000 20060301 77.42 No MI 100234000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 112000 758.3333333 360 358 7.75 0 0 0.375 8.125 Detroit MI 48235 Single Family 112000 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 82550 481.5416667 360 358 6.625 0 0 0.375 7 Casa Grande AZ 85222 Single Family 82550 20060301 65.00 No MI 100425000000000000 2.25 20110201 12 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 151700.11 1127.86 360 358 7.75 0 0 0.375 8.125 SPRINGFIELD MA 1105 2-4 Family 151900 20060301 79.99 No MI 100095000000000000 2.25 20110201 14.125 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G03 525355 3009.846354 360 358 6.5 0 0 0.375 6.875 Peoria AZ 85383 PUD 525355 20060301 80.00 No MI 100099000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 107992 663.7008333 360 358 7 0 0 0.375 7.375 Murfreesboro TN 37128 PUD 107992 20060301 80.00 No MI 100400000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 204000 1381.25 360 358 7.75 0 0 0.375 8.125 EDGEWOOD MD 21040 Single Family 204000 20060301 80.00 No MI 100213000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 359949 2362.165313 360 357 7.5 0 0 0.375 7.875 Cottage Grove MN 55016 PUD 359949 20060201 80.00 No MI 100221000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 240000 1650 360 357 7.875 0 0 0.375 8.25 Monroe GA 30655 2-4 Family 240000 20060201 80.00 No MI 100378000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G02 154139 963.36875 360 357 7.125 0 0 0.375 7.5 HIRAM GA 30141 PUD 154139 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 58300 364.375 360 357 7.125 0 0 0.375 7.5 AIKEN SC 29803 PUD 58300 20060201 79.97 No MI 100032000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 271599.16 1556.036854 360 358 6.5 0 0 0.375 6.875 COLUMBUS GA 31904 Single Family 271700 20060301 74.99 No MI 100293000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 344000 2293.333333 360 358 7.625 0 0 0.375 8 MIAMI BEACH FL 33139 Condominium 344000 20060301 80.00 No MI 100400000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 821857 5564.656771 360 359 7.75 0 0 0.375 8.125 CLEARWATER FL 33764 Condominium 821857 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 997750 5924.140625 360 358 6.75 0 0 0.375 7.125 Marina Del Rey CA 90292 Condominium 997750 20060301 65.00 No MI 100173000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 143000 893.75 360 358 7.125 0 0 0.375 7.5 Queen Creek AZ 85242 PUD 143000 20060301 65.00 No MI 100173000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 97650 661.171875 360 358 7.75 0 0 0.375 8.125 Jacksonville FL 32210 Single Family 97650 20060301 79.98 No MI 100091000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 91500 571.875 360 358 7.125 0 0 0.375 7.5 Rock Island IL 61201 Single Family 91500 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 110500 667.6041667 360 357 6.875 0 0 0.375 7.25 Atlanta GA 30310 Single Family 110500 20060201 65.00 No MI 100034000000000000 2.25 20110101 13.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 152164.99 1046.134306 360 357 7.875 0 0 0.375 8.25 AUSTELL GA 30168 PUD 152165 20060201 80.00 No MI 100032000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 68000 446.25 360 358 7.5 0 0 0.375 7.875 Suitland MD 20746 Condominium 68000 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 105391.35 784.08 360 357 7.75 0 0 0.375 8.125 Norfolk VA 23513 Single Family 105600 20060201 80.00 No MI 100034000000000000 2.25 20110101 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP I G01 246012 1588.8275 360 358 7.375 0 0 0.375 7.75 HENDERSON NV 89044 Single Family 246012 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 154700 934.6458333 360 357 6.875 0 0 0.375 7.25 Atlanta GA 30311 Single Family 154700 20060201 65.00 No MI 100034000000000000 2.25 20110101 13.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 84500 510.5208333 360 357 6.875 0 0 0.375 7.25 Atlanta GA 30315 Single Family 84500 20060201 65.00 No MI 100034000000000000 2.25 20110101 13.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 339500 2121.875 360 358 7.125 0 0 0.375 7.5 San Diego CA 92101 Condominium 339500 20060301 70.00 No MI 100256000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 52520 317.3083333 360 357 6.875 0 0 0.375 7.25 CHICKASAW AL 36611 Single Family 52520 20060201 65.00 No MI 100034000000000000 2.25 20110101 13.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 337942.08 2041.7334 360 358 6.875 0 0 0.375 7.25 ALEXANDRIA VA 22315 Single Family 338000 20060301 80.00 No MI 100031000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 259473.13 1907.79 360 357 7.625 0 0 0.375 8 Maywood IL 60153 2-4 Family 260000 20060201 80.00 No MI 100221000000000000 2.25 20110101 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP I G01 90531.48 657.78 360 357 7.5 0 0 0.375 7.875 Denham Springs LA 70726 Condominium 90720 20060201 80.00 No MI 100378000000000000 2.25 20110101 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP I G01 800000 5416.666667 360 357 7.75 0 0 0.375 8.125 Birmingham AL 35244 PUD 800000 20060201 80.00 No MI 100378000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 157498.07 1164.829476 360 357 8.5 0 0 0.375 8.875 Mount Vernon WA 98273 Single Family 157500 20060201 90.00 No MI 100016000000000000 2.75 20110101 14.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 108000 742.5 360 357 7.875 0 0 0.375 8.25 DULUTH GA 30096 Single Family 108000 20060201 80.00 No MI 100032000000000000 2.25 20110101 13.25 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 117600 808.5 360 357 7.875 0 0 0.375 8.25 Stone Mountain GA 30088 PUD 117600 20060201 80.00 No MI 100032000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 96250 551.4322917 360 358 6.5 0 0 0.375 6.875 SAN ANTONIO TX 78223 PUD 96250 20060301 79.98 No MI 100177000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 126392 776.7841667 360 357 7 0 0 0.375 7.375 COVINGTON GA 30016 PUD 126392 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 98952 628.7575 360 357 7.25 0 0 0.375 7.625 UNION CITY GA 30291 PUD 98952 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 273560 1652.758333 360 357 6.875 0 0 0.375 7.25 PEORIA AZ 85383 Single Family 273560 20060201 80.00 No MI 100414000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 191800 1098.854167 360 356 6.5 0 0 0.375 6.875 Florissant CO 80816 PUD 191800 20060101 78.29 No MI 100125000000000000 2.25 20101201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP II G01 180000 1143.75 360 357 7.25 0 0 0.375 7.625 Glendale AZ 85301 Single Family 180000 20060201 80.00 No MI 100101000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 339219.06 2348.3 360 357 7 0 0 0.375 7.375 Silver Spring MD 20905 Single Family 340000 20060201 55.19 No MI 100102000000000000 2.375 20080101 12.375 1.875 1 First Lien N N 0 No_PP 360 24 N 20360101 AFL2
GROUP I G01 499592 3278.5725 360 357 7.5 0 0 0.375 7.875 CORONA CA 92880 Single Family 499592 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.875 2 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 560000 3325 360 357 6.75 0 0 0.375 7.125 Sacramento CA 95829 Single Family 560000 20060201 80.00 No MI 100172000000000000 2.375 20080101 12.125 1.875 1 First Lien N Y 120 Prepay 360 24 N 20360101 AFL2
GROUP I G01 185599.28 1256.661792 360 357 7.75 0 0 0.375 8.125 North Las Vegas NV 89030 Single Family 185600 20060201 80.00 No MI 100163000000000000 2.25 20080101 13.125 2 1 First Lien N Y 120 Prepay 360 24 N 20360101 AFL2
GROUP II G02 100800 661.5 360 357 7.5 0 0 0.375 7.875 Fort Worth TX 76123 PUD 100800 20060201 80.00 No MI 100404000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP I G01 186315 1261.507813 360 359 7.75 0 0 0.375 8.125 BALTIMORE MD 21244 Townhouse 186315 20060401 80.00 No MI 100028000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 162300 1014.375 360 357 7.125 0 0 0.375 7.5 Panama City Beach FL 32407 PUD 162300 20060201 79.99 No MI 100185000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 1387500 7371.09375 360 357 6 0 0 0.375 6.375 Las Vegas NV 89135 Single Family 1387500 20060201 75.00 No MI 100163000000000000 2.25 20110101 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 57134.56 425.35 360 356 7.75 0 0 0.375 8.125 Sauk Village IL 60411 Single Family 57286 20060101 80.00 No MI 100266000000000000 2.375 20071201 13.125 1.875 1 First Lien N N 0 No_PP 360 24 N 20351201 AFL2
GROUP II G01 94017.94 577.8185896 360 356 7 0 0 0.375 7.375 Lancaster TX 75134 Single Family 94040 20060101 80.00 No MI 2.25 20101201 12.375 2 1 First Lien N Y 60 Prepay 360 60 N 20351201 AFL2
GROUP II G01 261490 1389.165625 360 356 6 0 0 0.375 6.375 CORONA CA 92880 Single Family 261490 20060101 39.53 No MI 100057000000000000 2.25 20101201 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP I G01 140000 918.75 360 357 7.5 0 0 0.375 7.875 California City CA 93505 Single Family 140000 20060201 80.00 No MI 100034000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP I G01 272000 1501.666667 360 357 6.25 0 0 0.375 6.625 Orlando FL 32826 Single Family 272000 20060201 80.00 No MI 100266000000000000 2.375 20080101 11.625 1.875 1 First Lien N Y 120 Prepay 360 24 N 20360101 AFL2
GROUP I G01 56000 373.3333333 360 359 7.625 0 0 0.375 8 Austin TX 78725 PUD 56000 20060401 80.00 No MI 100099000000000000 2.25 20110301 13 2 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 316000 2139.583333 360 359 7.75 0 0 0.375 8.125 Cypress TX 77429 PUD 316000 20060401 80.00 No MI 100099000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 49283.25 358.21 360 358 7.375 0 0 0.375 7.75 Bryan TX 77802 Single Family 50000 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 312000 2112.5 360 359 7.75 0 0 0.375 8.125 Chicago IL 60653 2-4 Family 312000 20060401 80.00 No MI 100221000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 95855.64 703.83 360 359 7.625 0 0 0.375 8 Mesquite TX 75150 Single Family 95920 20060401 80.00 No MI 100099000000000000 2.25 20110301 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 99000 618.75 360 359 7.125 0 0 0.375 7.5 Richmond VA 23222 Single Family 99000 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 287816.35 2163.65 360 359 7.875 0 0 0.375 8.25 CHICAGO IL 60616 2-4 Family 288000 20060401 80.00 No MI 100221000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 80500 511.5104167 360 359 7.25 0 0 0.375 7.625 Houston TX 77084 PUD 80500 20060401 70.00 No MI 100185000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 104724.15 741.77 360 359 7.25 0 0 0.375 7.625 Chicago IL 60636 Single Family 104800 20060401 78.21 No MI 100099000000000000 2.25 20110301 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 114804.85 852.98 360 359 7.75 0 0 0.375 8.125 Chicago IL 60643 Single Family 114880 20060401 80.00 No MI 100221000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 49929.19 358.21 360 358 7.375 0 0 0.375 7.75 Jacksonville FL 32254 Single Family 50000 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 400000 2375 360 360 6.75 0 0 0.375 7.125 Woodbridge VA 22193 Single Family 400000 20060501 80.00 No MI 100218000000000000 2.25 20110401 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 376000 2036.666667 360 360 6.125 0 0 0.375 6.5 STERLING VA 20164 Single Family 376000 20060501 80.00 No MI 100213000000000000 2.25 20110401 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 69955.36 525.89 360 359 7.875 0 0 0.375 8.25 Tyler TX 75701 Single Family 70000 20060401 80.00 No MI 010009900000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 46370.41 348.59 360 359 7.875 0 0 0.375 8.25 Country Club Hill IL 60478 Condominium 46400 20060401 80.00 No MI 100221000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G03 492000 3075 360 359 7.125 0 0 0.375 7.5 TUSTIN CA 92780 Condominium 492000 20060401 80.00 No MI 100087000000000000 2.25 20110301 13.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 173550 976.21875 360 359 6.375 0 0 0.375 6.75 Jacksonville FL 32220 Single Family 173550 20060401 65.00 No MI 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 208000 1408.333333 360 359 7.75 0 0 0.375 8.125 Rosemount MN 55068 Single Family 208000 20060401 80.00 No MI 100221000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 342400 2068.666667 360 359 6.875 0 0 0.375 7.25 RIVERSIDE CA 92508 Single Family 342400 20060401 80.00 No MI 100087000000000000 2.25 20110301 13.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 240848 1404.946667 360 358 6.625 0 0 0.375 7 LAS VEGAS NV 89123 PUD 240848 20060301 80.00 No MI 100400000000000000 2.75 20110201 12 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 179060 1044.516667 360 358 6.625 0 0 0.375 7 Mcdonough GA 30253 PUD 179060 20060301 80.00 No MI 100099000000000000 2.25 20110201 12 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 208680 1239.0375 360 358 6.75 0 0 0.375 7.125 Douglasville GA 30135 Single Family 208680 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 168000 997.5 360 359 6.75 0 0 0.375 7.125 Atlanta GA 30349 2-4 Family 168000 20060401 80.00 No MI 100099000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 552000 3737.5 360 359 7.75 0 0 0.375 8.125 SEMINOLE FL 33772 Single Family 552000 20060401 80.00 No MI 100400000000000000 2.25 20090301 14.125 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360301 AFL2
GROUP I G01 132400 868.875 360 359 7.5 0 0 0.375 7.875 AURORA CO 80015 Single Family 132400 20060401 80.00 No MI 100022000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 369600 2502.5 360 359 7.75 0 0 0.375 8.125 STOCKTON CA 95206 Single Family 369600 20060401 80.00 No MI 1000608-0602003786 2.25 20110301 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 201600 1113 360 359 6.25 0 0 0.375 6.625 Clermont FL 34711 PUD 201600 20060401 80.00 No MI 100035000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 159895.33 1188 360 359 7.75 0 0 0.375 8.125 CHICAGO IL 60644 2-4 Family 160000 20060401 80.00 No MI 100221000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 119200 769.8333333 360 359 7.375 0 0 0.375 7.75 Vero Beach FL 32962 Single Family 119200 20060401 80.00 No MI 100091000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 148040 863.5666667 360 359 6.625 0 0 0.375 7 ATLANTA GA 30331 Single Family 148040 20060401 80.00 No MI 100057000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 103200 709.5 360 359 7.875 0 0 0.375 8.25 Beaufort SC 29906 Single Family 103200 20060401 80.00 No MI 100091000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 129290.37 960.61 360 359 7.75 0 0 0.375 8.125 SAINT PETERS MO 63376 Single Family 129375 20060401 75.00 No MI 100199000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 332000 2317.083333 360 360 8 0 0 0.375 8.375 Vacaville CA 95687 Single Family 332000 20060501 80.00 No MI 100172000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 138880 896.9333333 360 359 7.375 0 0 0.375 7.75 KISSIMMEE FL 34759 PUD 138880 20060401 70.14 No MI 010005900000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 192464 1022.465 360 359 6 0 0 0.375 6.375 RIO RANCHO NM 87124 Single Family 192464 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 215306 1166.240833 360 360 6.125 0 0 0.375 6.5 RIO RANCHO NM 87124 PUD 215306 20060501 80.00 No MI 100057000000000000 2.25 20110401 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 127200 834.75 360 359 7.5 0 0 0.375 7.875 SANDY UT 84070 Single Family 127200 20060401 80.00 No MI 010005900000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 380000 2097.916667 360 359 6.25 0 0 0.375 6.625 CHANDLER AZ 85248 PUD 380000 20060401 80.00 No MI 100414000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 311200 2042.25 360 359 7.5 0 0 0.375 7.875 ONTARIO CA 91764 Single Family 311200 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 114640 740.3833333 360 359 7.375 0 0 0.375 7.75 Denver CO 80204 2-4 Family 114640 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 197845 1339.575521 360 359 7.75 0 0 0.375 8.125 FERNLEY NV 89408 Single Family 197845 20060401 80.00 No MI 100414000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 146893.6 1040.46 360 359 7.25 0 0 0.375 7.625 SAINT AUGUSTINE FL 32095 Condominium 147000 20060401 75.00 No MI 100204000000000000 2.25 20110301 12.625 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 97500 629.6875 360 359 7.375 0 0 0.375 7.75 Chicago IL 60628 Single Family 97500 20060401 65.00 No MI 100425000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 175920 1154.475 360 359 7.5 0 0 0.375 7.875 TUCSON AZ 85747 Single Family 175920 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 247856 1574.918333 360 359 7.25 0 0 0.375 7.625 LAVEEN AZ 85339 PUD 247856 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 176000 1228.333333 360 359 8 0 0 0.375 8.375 St Paul MN 55101 2-4 Family 176000 20060401 80.00 No MI 100221000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 116942.27 889.4 360 359 8 0 0 0.375 8.375 DESOTO TX 75115 Single Family 117015 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 240000 1475 360 359 7 0 0 0.375 7.375 Tacoma WA 98408 2-4 Family 240000 20060401 63.32 No MI 100425000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 240000 1475 360 359 7 0 0 0.375 7.375 Tacoma WA 98408 2-4 Family 240000 20060401 63.32 No MI 100425000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 183120 1144.5 360 359 7.125 0 0 0.375 7.5 Delano MN 55328 Single Family 183120 20060401 80.00 No MI 100221000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 732000 5108.75 360 359 8 0 0 0.375 8.375 CHICAGO IL 60610 Townhouse 732000 20060401 80.00 No MI 100400000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 363779.48 2798.85 360 359 8.125 0 0 0.375 8.5 NEWARK NJ 7108 2-4 Family 364000 20060401 70.00 No MI 010024700000000000 2.25 20110301 13.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 280163 1809.386042 360 359 7.375 0 0 0.375 7.75 Las Vegas NV 89123 PUD 280163 20060401 80.00 No MI 100195000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 134300 923.3125 360 359 7.875 0 0 0.375 8.25 Waynesboro VA 22980 Single Family 134300 20060401 79.99 No MI 100009000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 75000 460.9375 360 359 7 0 0 0.375 7.375 Plano TX 75023 Single Family 75000 20060401 75.00 No MI 100425000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 300000 2062.5 360 359 7.875 0 0 0.375 8.25 WINNETKA CA 91306 Condominium 300000 20060401 80.00 No MI 100400000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 177700 1203.177083 360 360 7.75 0 0 0.375 8.125 TACOMA WA 98444 Single Family 177700 20060501 80.00 No MI 100031000000000000 2.25 20110401 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 137865 890.378125 360 360 7.375 0 0 0.375 7.75 Chicago IL 60628 Single Family 137865 20060501 65.00 No MI 100425000000000000 2.25 20110401 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360401 AFL2
GROUP I G01 156800 1061.666667 360 359 7.75 0 0 0.375 8.125 Miami FL 33147 Single Family 156800 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 650000 4333.333333 360 359 7.625 0 0 0.375 8 Columbus NJ 8022 Single Family 650000 20060401 78.94 No MI 100028000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 360000 2325 360 359 7.375 0 0 0.375 7.75 Elk Grove CA 95758 Single Family 360000 20060401 80.00 No MI 100102000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 89796 495.74875 360 359 6.25 0 0 0.375 6.625 MERIDIAN ID 83642 Single Family 89796 20060401 80.00 No MI 100061000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 113600 781 360 358 7.875 0 0 0.375 8.25 Brooklyn Park MN 55428 Single Family 113600 20060301 80.00 No MI 100221000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 154000 1042.708333 360 359 7.75 0 0 0.375 8.125 Miami FL 33147 Single Family 154000 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 148800 945.5 360 359 7.25 0 0 0.375 7.625 REYNOLDSBURG OH 43068 Single Family 148800 20060401 80.00 No MI 100331000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 396000 2598.75 360 359 7.5 0 0 0.375 7.875 Woodbury MN 55125 Single Family 396000 20060401 80.00 No MI 100221000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 260000 1625 360 359 7.125 0 0 0.375 7.5 Mount Pleasant SC 29464 Single Family 260000 20060401 71.23 No MI 100229000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 175828.91 1275.76 360 359 7.5 0 0 0.375 7.875 Palm Bay FL 32907 Single Family 175950 20060401 79.98 No MI 100429000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 235002.4 1545.1 360 359 6.5 0 0 0.375 6.875 Gypsum CO 81637 PUD 235200 20060401 80.00 No MI 100095000000000000 2.25 20110301 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G03 509480.03 3016.84 360 359 5.5 0 0 0.375 5.875 Whittier CA 90601 Single Family 510000 20060401 63.75 No MI 2.25 20110301 10.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 116250 775 360 359 7.625 0 0 0.375 8 Bakersfield CA 93307 Single Family 116250 20060401 75.00 No MI 100022000000000000 2.25 20110301 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 99000 680.625 360 360 7.875 0 0 0.375 8.25 Tallahassee FL 32301 PUD 99000 20060501 75.00 No MI 100238000000000000 2.25 20110401 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 1000000 6770.833333 360 359 7.75 0 0 0.375 8.125 Culver City CA 90232 Single Family 1000000 20060401 77.82 No MI 100231000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 1340625 8239.257813 360 359 7 0 0 0.375 7.375 South Pasadena CA 91030 Single Family 1340625 20060401 65.00 No MI 1002312-0000001650 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 192461 1343.217396 360 359 8 0 0 0.375 8.375 AUSTELL GA 30168 Single Family 192461 20060401 80.00 No MI 100400000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 180400 1259.041667 360 359 8 0 0 0.375 8.375 North Port FL 34287 Single Family 180400 20060401 70.75 No MI 100418000000000000 2.25 20090301 13.375 1.875 1 First Lien N Y 60 Prepay 360 36 N 20360301 AFL2
GROUP I G01 324749.7 2097.341813 360 359 7.375 0 0 0.375 7.75 Fort Lauderdale FL 33312 2-4 Family 324750 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 248800 1580.916667 360 359 7.25 0 0 0.375 7.625 Kansas City MO 64113 Single Family 248800 20060401 80.00 No MI 100400000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 1000000 6354.166667 360 358 7.25 0 0 0.375 7.625 Glendale CA 91206 Single Family 1000000 20060301 78.43 No MI 100034000000000000 2.25 20110201 13.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 1234800 7846.125 360 358 7.25 0 0 0.375 7.625 Newport Beach CA 92657 PUD 1234800 20060301 70.00 No MI 100034000000000000 2.25 20110201 13.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 491991 3126.192813 360 358 7.25 0 0 0.375 7.625 Plainville MA 2762 Single Family 491991 20060301 80.00 No MI 100034000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 247500 1521.09375 360 359 7 0 0 0.375 7.375 Calumet City IL 60409 2-4 Family 247500 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 352000 2090 360 358 6.75 0 0 0.375 7.125 Bakersfield CA 93312 Single Family 352000 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 856000 5171.666667 360 359 6.875 0 0 0.375 7.25 Hilton Head Island SC 29928 Single Family 856000 20060401 80.00 No MI 1001468-2010607855 2.25 20110301 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 262287 1530.0075 360 359 6.625 0 0 0.375 7 EL CENTRO CA 92243 Single Family 262287 20060401 80.00 No MI 100057000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 222184 1504.370833 360 359 7.75 0 0 0.375 8.125 ORLANDO FL 32835 Condominium 222184 20060401 80.00 No MI 100057000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 260000 1543.75 360 359 6.75 0 0 0.375 7.125 Galveston TX 77554 PUD 260000 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 313944 2158.365 360 359 7.875 0 0 0.375 8.25 New Port Richey FL 34655 PUD 313944 20060401 80.00 No MI 010026500000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 320000 1933.333333 360 358 6.875 0 0 0.375 7.25 Garden Grove CA 92840 Single Family 320000 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 165000 1065.625 360 359 7.375 0 0 0.375 7.75 Thornton CO 80233 PUD 165000 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 147200 966 360 358 7.5 0 0 0.375 7.875 Spring Hill TN 37174 PUD 147200 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 135382.12 948.03 360 358 7.125 0 0 0.375 7.5 Albuquerque NM 87121 Single Family 135584 20060301 80.00 No MI 100016000000000000 2.75 20110201 13.5 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 495600 3304 360 358 7.625 0 0 0.375 8 Scottsdale AZ 85255 Condominium 495600 20060301 80.00 No MI 100016000000000000 2.75 20110201 14 2.375 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 197530.01 1366.38 360 358 7 0 0 0.375 7.375 Murrells Inlet SC 29576 Condominium 197832 20060301 80.00 No MI 100016000000000000 2.75 20110201 13.375 2.375 2 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 177500 1016.927083 360 358 6.5 0 0 0.375 6.875 Lincoln CA 95648 PUD 177500 20060301 42.51 No MI 100016000000000000 2.25 20110201 12.875 2.375 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 189036 1319.31375 360 359 8 0 0 0.375 8.375 ALBUQUERQUE NM 87114 Single Family 189036 20060401 90.00 GE Capital MI 100057000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 378194.88 2489.62 360 359 7.125 0 0 0.375 7.5 West New York NJ 7093 Single Family 378320 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.5 1.875 1 First Lien Y N 0 No_PP 480 60 N 20360301 AFL2
GROUP I G01 254400 1696 360 359 7.625 0 0 0.375 8 Manassas VA 20109 Condominium 254400 20060401 80.00 No MI 100196000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 199869.17 1485 360 359 7.75 0 0 0.375 8.125 Arlington Height IL 60004 Townhouse 200000 20060401 80.00 No MI 100221000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 124672 714.2666667 360 359 6.5 0 0 0.375 6.875 Fort Mill SC 29715 PUD 124672 20060401 80.00 No MI 100028000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 83948.41 573.58 360 358 6.875 0 0 0.375 7.25 Milwaukee WI 53210 2-4 Family 84080 20060301 80.00 No MI 100221000000000000 2.25 20110201 12.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 265000 1463.020833 360 359 6.25 0 0 0.375 6.625 MANHATTAN BEACH CA 90266 Single Family 265000 20060401 8.69 No MI 100087000000000000 2.25 20090301 12.625 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360301 AFL2
GROUP I G01 575050 3833.666667 360 359 7.625 0 0 0.375 8 Aldie VA 20105 Single Family 575050 20060401 80.00 No MI 100028000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 196800 1373.5 360 359 8 0 0 0.375 8.375 FOUNTAIN CO 80817 2-4 Family 196800 20060401 80.00 No MI 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 93535.58 678.67 360 359 7.5 0 0 0.375 7.875 Waukesha WI 53189 Condominium 93600 20060401 80.00 No MI 100221000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 166849.02 1055.56 360 359 6.125 0 0 0.375 6.5 Chicago IL 60651 2-4 Family 167000 20060401 58.39 No MI 100221000000000000 2.25 20110301 11.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 296027.08 1995.99 360 359 6.75 0 0 0.375 7.125 Schaumburg IL 60193 PUD 296264 20060401 79.86 No MI 100221000000000000 2.25 20110301 12.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 280000 1750 360 359 7.125 0 0 0.375 7.5 Woodbridge VA 22193 Single Family 280000 20060401 80.00 No MI 100218000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 52500 350 360 359 7.625 0 0 0.375 8 Brainard MN 56401 Single Family 52500 20060401 75.00 No MI 100221000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 177000 1014.0625 360 359 6.5 0 0 0.375 6.875 Lusby MD 20657 PUD 177000 20060401 74.68 No MI 100039000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 269200 1654.458333 360 359 7 0 0 0.375 7.375 Lusby MD 20685 Single Family 269200 20060401 73.55 No MI 100039000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 240000 1475 360 359 7 0 0 0.375 7.375 LACONIA NH 3246 Single Family 240000 20060401 80.00 No MI 100095000000000000 2.25 20110301 13.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 304000 1963.333333 360 359 7.375 0 0 0.375 7.75 Chandler AZ 85248 PUD 304000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 363992.05 2426.613667 360 357 7.625 0 0 0.375 8 NORTHVILLE MI 48168 Single Family 366532 20060201 80.00 No MI 100057000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 440290.84 2797.681379 360 357 7.25 0 0 0.375 7.625 ELK GROVE CA 95758 Single Family 440291 20060201 78.62 No MI 100057000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 212000 1413.333333 360 360 7.625 0 0 0.375 8 ATLANTA GA 30314 Single Family 212000 20060501 80.00 No MI 100185000000000000 2.25 20110401 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 239960 1299.783333 360 359 6.125 0 0 0.375 6.5 Duvall WA 98019 Condominium 239960 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 236000 1278.333333 360 359 6.125 0 0 0.375 6.5 Denver CO 80212 Single Family 236000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 244400 1400.208333 360 360 6.5 0 0 0.375 6.875 Graham WA 98338 Single Family 244400 20060501 80.00 No MI 100016000000000000 2.25 20110401 12.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 180000 975 360 359 6.125 0 0 0.375 6.5 TACOMA WA 98445 Single Family 180000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 264800 1517.083333 360 359 6.5 0 0 0.375 6.875 Jupiter FL 33458 Condominium 264800 20060401 79.99 No MI 100016000000000000 2.75 20110301 12.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 142400 771.3333333 360 359 6.125 0 0 0.375 6.5 West Jordan UT 84084 PUD 142400 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 2.375 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 271992 1643.285 360 359 6.875 0 0 0.375 7.25 LAS VEGAS NV 89149 Single Family 271992 20060401 80.00 No MI 100063000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 120000 775 360 360 7.375 0 0 0.375 7.75 DECATUR GA 30032 Single Family 120000 20060501 80.00 No MI 100185000000000000 2.25 20110401 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 230800 1370.375 360 360 6.75 0 0 0.375 7.125 CEDARTOWN GA 30125 Single Family 230800 20060501 80.00 No MI 100185000000000000 2.25 20110401 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 236000 1425.833333 360 357 6.875 0 0 0.375 7.25 WASHINGTON DC 20019 Single Family 236000 20060201 80.00 No MI 100286000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 UNAR
GROUP I G01 273750 1853.515625 360 357 7.75 0 0 0.375 8.125 MINNEAPOLIS MN 55409 2-4 Family 273750 20060201 75.00 No MI 100272000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 UNAR
GROUP I G01 152790.65 867.51 360 338 4 0 0 0.375 4.375 VIENNA VA 22181 Single Family 173750 20040701 32.78 No MI 2.25 20090601 9.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20340601 UNAR
GROUP II G04 177319.11 1095.98 360 356 5.875 0 0 0.375 6.25 ETNA CA 96027 Single Family 178000 20060101 59.93 No MI 100161000000000000 2.25 20151201 12.25 1.875 2 First Lien N N 0 No_PP 360 120 N 20351201 ALT1
GROUP II G04 600000 3375 360 356 6.375 0 0 0.375 6.75 REDWOOD CITY CA 94063 2-4 Family 600000 20060101 60.45 No MI 100161000000000000 2.25 20151201 12.75 1.875 2 First Lien N Y 120 No_PP 360 120 N 20351201 ALT1
GROUP II G04 398895.83 2202.237395 360 356 6.25 0 0 0.375 6.625 EL CERRITO CA 94530 Single Family 600000 20060101 45.98 No MI 100161000000000000 2.25 20151201 12.625 1.875 2 First Lien N Y 120 No_PP 360 120 N 20351201 ALT1
GROUP I G01 226400 1130.113333 360 353 5.615 0 0 0.375 5.99 EL CAJON CA 92020 Condominium 226400 20051001 80.00 No MI 100225000000000000 4.99 20070901 11.99 1.875 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 296000 1477.533333 360 352 5.615 0 0 0.375 5.99 SAN MARCOS CA 92069 Condominium 296000 20050901 80.00 No MI 100225000000000000 4.99 20070801 11.99 4.615 1 First Lien N Y 60 Prepay 360 24 N 20350801 ALT1
GROUP I G01 488000 2236.666667 360 352 5.125 0 0 0.375 5.5 CHULA VISTA CA 91913 PUD 488000 20050901 80.00 No MI 100225000000000000 4.5 20070801 11.5 4.615 1 First Lien N Y 60 Prepay 360 24 N 20350801 ALT1
GROUP I G01 416000 2036.666667 360 353 5.5 0 0 0.375 5.875 ROWLAND HEIGHTS CA 91748 Single Family 416000 20051001 80.00 No MI 100225000000000000 4.875 20070901 11.875 4.125 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 268000 1337.766667 360 353 5.615 0 0 0.375 5.99 VISTA CA 92083 Condominium 268000 20051001 80.00 No MI 100225000000000000 4.99 20070901 11.99 4.5 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 403200 1890 360 353 5.25 0 0 0.375 5.625 NUEVO CA 92567 Single Family 403200 20051001 80.00 No MI 100225000000000000 4.625 20070901 11.625 4.615 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 278800 1306.875 360 353 5.25 0 0 0.375 5.625 NUEVO CA 92567 Single Family 278800 20051001 80.00 No MI 100225000000000000 4.625 20070901 11.625 4.25 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 225200 1172.916667 360 354 5.875 0 0 0.375 6.25 SAN DIEGO CA 92128 Condominium 225200 20051101 80.00 No MI 100225000000000000 5.25 20071001 12.25 4.25 1 First Lien N Y 60 Prepay 360 24 N 20351001 ALT1
GROUP I G01 172308.4 1024.54 360 355 5.5 0 0 0.375 5.875 ARLINGTON WA 98223 Condominium 173200 20051201 80.00 No MI 100225000000000000 4.875 20071101 11.875 4.875 1 First Lien N N 0 Prepay 360 24 N 20351101 ALT1
GROUP I G01 331200 1759.5 360 355 6 0 0 0.375 6.375 SHORELINE WA 98155 Single Family 331200 20051201 80.00 No MI 100225000000000000 5.375 20071101 12.375 4.5 1 First Lien N Y 60 Prepay 360 24 N 20351101 ALT1
GROUP I G01 600000 2625 360 353 4.875 0 0 0.375 5.25 SAN FRANCISCO CA 94122 Single Family 600000 20051001 80.00 No MI 100225000000000000 4.25 20070901 11.25 5 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 588000 2878.75 360 353 5.5 0 0 0.375 5.875 THOUSAND OAKS CA 91320 Single Family 588000 20051001 80.00 No MI 100225000000000000 4.875 20070901 11.875 3.875 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 456000 2185 360 353 5.375 0 0 0.375 5.75 WINDSOR CA 95492 Single Family 456000 20051001 80.00 No MI 100225000000000000 4.75 20070901 11.75 4.5 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 480000 2100 360 353 4.875 0 0 0.375 5.25 SAN JOSE CA 95129 PUD 480000 20051001 80.00 No MI 100225000000000000 4.25 20070901 11.25 4.375 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 548000 2735.433333 360 353 5.615 0 0 0.375 5.99 SAN JOSE CA 95112 2-4 Family 548000 20051001 80.00 No MI 100225000000000000 4.99 20070901 11.99 3.875 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 568000 2603.333333 360 353 5.125 0 0 0.375 5.5 SAN FRANCISCO CA 94131 Condominium 568000 20051001 80.00 No MI 100225000000000000 4.5 20070901 11.5 4.615 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 413088 2065.44 360 354 5.625 0 0 0.375 6 SACRAMENTO CA 95758 Single Family 413288 20051101 80.00 No MI 100225000000000000 5 20071001 12 4.125 1 First Lien N Y 60 Prepay 360 24 N 20351001 ALT1
GROUP I G01 288000 1320 360 353 5.125 0 0 0.375 5.5 SACRAMENTO CA 95823 Single Family 288000 20051001 80.00 No MI 100225000000000000 4.5 20070901 11.5 4.625 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 486200 2228.416667 360 353 5.125 0 0 0.375 5.5 MOUNTAIN HOUSE CA 95391 Single Family 486200 20051001 80.00 No MI 100225000000000000 4.5 20070901 11.5 4.125 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 263967.76 1237.348875 360 353 5.25 0 0 0.375 5.625 SACRAMENTO CA 95824 Single Family 264000 20051001 80.00 No MI 100225000000000000 4.625 20070901 11.625 4.125 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 340000 1697.166667 360 353 5.615 0 0 0.375 5.99 SAN JOSE CA 95133 Condominium 340000 20051001 80.00 No MI 100225000000000000 4.99 20070901 11.99 4.25 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 480000 2450 360 353 5.75 0 0 0.375 6.125 SUNNYVALE CA 94089 Single Family 480000 20051001 80.00 No MI 100225000000000000 5.125 20070901 12.125 4.615 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 704000 3514.133333 360 353 5.615 0 0 0.375 5.99 GILROY CA 95020 Single Family 704000 20051001 80.00 No MI 100225000000000000 4.99 20070901 11.99 4.75 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 312000 1557.4 360 353 5.615 0 0 0.375 5.99 ELK GROVE CA 95758 Single Family 312000 20051001 80.00 No MI 100225000000000000 4.99 20070901 11.99 4.615 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 512000 2555.733333 360 353 5.615 0 0 0.375 5.99 SANTA CLARA CA 95051 Single Family 512000 20051001 80.00 No MI 100225000000000000 4.99 20070901 11.99 4.615 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 361600 1804.986667 360 353 5.615 0 0 0.375 5.99 LOS BANOS CA 93635 Single Family 361600 20051001 80.00 No MI 100225000000000000 4.99 20070901 11.99 4.615 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 336000 1610 360 353 5.375 0 0 0.375 5.75 STOCKTON CA 95206 Single Family 336000 20051001 80.00 No MI 100225000000000000 4.75 20070901 11.75 4.615 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 460000 2204.166667 360 353 5.375 0 0 0.375 5.75 SAN JOSE CA 95127 Single Family 460000 20051001 80.00 No MI 100225000000000000 4.75 20070901 11.75 4.375 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 296000 1418.333333 360 353 5.375 0 0 0.375 5.75 STOCKTON CA 95206 Single Family 296000 20051001 80.00 No MI 100225000000000000 4.75 20070901 11.75 4.375 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 262128.92 1581.12 360 353 5.615 0 0 0.375 5.99 FRESNO CA 93720 Single Family 264000 20051001 80.00 No MI 100225000000000000 4.99 20070901 11.99 4.375 1 First Lien N N 0 Prepay 360 24 N 20350901 ALT1
GROUP I G01 463999.67 2126.665154 360 353 5.125 0 0 0.375 5.5 HOLLISTER CA 95023 Single Family 464000 20051001 80.00 No MI 100225000000000000 4.5 20070901 11.5 4.615 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 683900 3413.800833 360 354 5.615 0 0 0.375 5.99 GILROY CA 95020 Single Family 684000 20051101 80.00 No MI 100225000000000000 4.99 20071001 11.99 4.125 1 First Lien N Y 60 Prepay 360 24 N 20351001 ALT1
GROUP I G01 216281.44 1303.22 360 354 5.615 0 0 0.375 5.99 VISALIA CA 93292 Single Family 217600 20051101 80.00 No MI 100225000000000000 4.99 20071001 11.99 4.615 1 First Lien N N 0 Prepay 360 24 N 20351001 ALT1
GROUP I G01 268000 1479.583333 360 355 6.25 0 0 0.375 6.625 STOCKTON CA 95210 Single Family 268000 20051201 80.00 No MI 100225000000000000 5.625 20071101 12.625 4.615 1 First Lien N Y 60 Prepay 360 24 N 20351101 ALT1
GROUP I G01 515250 2468.90625 360 355 5.375 0 0 0.375 5.75 GILROY CA 95020 Single Family 515250 20051201 75.00 No MI 100225000000000000 4.75 20071101 11.75 5.25 1 First Lien N Y 60 Prepay 360 24 N 20351101 ALT1
GROUP I G01 560000 3033.333333 360 355 6.125 0 0 0.375 6.5 SAN JOSE CA 95116 2-4 Family 560000 20051201 80.00 No MI 100225000000000000 5.5 20071101 12.5 4.375 1 First Lien N Y 60 Prepay 360 24 N 20351101 ALT1
GROUP I G01 648000 3307.5 360 355 5.75 0 0 0.375 6.125 SALINAS CA 93906 Single Family 648000 20051201 80.00 No MI 100225000000000000 5.125 20071101 12.125 5.125 1 First Lien N Y 60 Prepay 360 24 N 20351101 ALT1
GROUP I G01 472000 2261.666667 360 355 5.375 0 0 0.375 5.75 SAN JOSE CA 95127 Single Family 472000 20051201 80.00 No MI 100225000000000000 4.75 20071101 11.75 4.75 1 First Lien N Y 60 Prepay 360 24 N 20351101 ALT1
GROUP I G01 361850 1806.234583 360 353 5.615 0 0 0.375 5.99 WEST SACRAMENTO CA 95691 Single Family 361850 20051001 80.00 No MI 100225000000000000 4.99 20070901 11.99 4.375 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 145510 697.2354167 360 353 5.375 0 0 0.375 5.75 FRESNO CA 93725 Single Family 145600 20051001 80.00 No MI 100225000000000000 4.75 20070901 11.75 4.615 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 132000 660 360 353 5.625 0 0 0.375 6 AUBURN CA 95603 Condominium 132000 20051001 80.00 No MI 100225000000000000 5 20070901 12 4.375 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 310800 1489.25 360 353 5.375 0 0 0.375 5.75 SACRAMENTO CA 95829 Single Family 310800 20051001 80.00 No MI 100225000000000000 4.75 20070901 11.75 4.625 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 496000 2428.333333 360 353 5.5 0 0 0.375 5.875 SIMI VALLEY CA 93063 Single Family 496000 20051001 80.00 No MI 100225000000000000 4.875 20070901 11.875 4.375 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 576000 2760 360 354 5.375 0 0 0.375 5.75 FAIRFIELD CA 94534 Single Family 576000 20051101 80.00 No MI 100225000000000000 4.75 20071001 11.75 4.5 1 First Lien N Y 60 Prepay 360 24 N 20351001 ALT1
GROUP I G01 146391.5 823.4521875 360 354 6.375 0 0 0.375 6.75 SACRAMENTO CA 95825 Condominium 146400 20051101 80.00 No MI 100225000000000000 5.75 20071001 12.75 4.375 1 First Lien N Y 60 Prepay 360 24 N 20351001 ALT1
GROUP I G01 196315.65 1095.57 360 351 4.875 0 0 0.375 5.25 SAN BERNARDINO CA 92411 Single Family 198400 20050801 80.00 No MI 100225000000000000 4.25 20070701 11.25 5.375 1 First Lien N N 0 Prepay 360 24 N 20350701 ALT1
GROUP I G01 302400 1386 360 353 5.125 0 0 0.375 5.5 MORENO VALLEY CA 92555 Single Family 302400 20051001 80.00 No MI 100225000000000000 4.5 20070901 11.5 3.875 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 280000 1283.333333 360 353 5.125 0 0 0.375 5.5 CORONA CA 92879 Single Family 280000 20051001 80.00 No MI 100225000000000000 4.5 20070901 11.5 4.125 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 218400 1001 360 353 5.125 0 0 0.375 5.5 LANCASTER CA 93535 Single Family 218400 20051001 80.00 No MI 100225000000000000 4.5 20070901 11.5 4.125 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 316000 1415.416667 360 353 5 0 0 0.375 5.375 MONTEBELLO CA 90640 Single Family 316000 20051001 80.00 No MI 100225000000000000 4.375 20070901 11.375 4.125 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 207954.59 953.1252042 360 353 5.125 0 0 0.375 5.5 LANCASTER CA 93534 Single Family 208000 20051001 80.00 No MI 100225000000000000 4.5 20070901 11.5 4 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 545600 2614.333333 360 353 5.375 0 0 0.375 5.75 CHINO HILLS CA 91709 Single Family 545600 20051001 80.00 No MI 100225000000000000 4.75 20070901 11.75 4.125 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 392000 1796.666667 360 353 5.125 0 0 0.375 5.5 FONTANA CA 92336 Single Family 392000 20051001 80.00 No MI 100225000000000000 4.5 20070901 11.5 4.375 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 247971.62 1237.79167 360 353 5.615 0 0 0.375 5.99 INGLEWOOD CA 90302 Condominium 248000 20051001 80.00 No MI 100225000000000000 4.99 20070901 11.99 4.125 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 184800 1020.25 360 354 6.25 0 0 0.375 6.625 PERRIS CA 92570 Single Family 184800 20051101 80.00 No MI 100225000000000000 5.625 20071001 12.625 4.615 1 First Lien N Y 60 Prepay 360 24 N 20351001 ALT1
GROUP I G01 295200 1473.54 360 354 5.615 0 0 0.375 5.99 ANAHEIM CA 92802 Condominium 295200 20051101 80.00 No MI 100225000000000000 4.99 20071001 11.99 5.25 1 First Lien N Y 60 Prepay 360 24 N 20351001 ALT1
GROUP I G01 380000 1860.416667 360 354 5.5 0 0 0.375 5.875 PERRIS CA 92571 Single Family 380000 20051101 80.00 No MI 100225000000000000 4.875 20071001 11.875 4.615 1 First Lien N Y 60 Prepay 360 24 N 20351001 ALT1
GROUP I G01 216581.53 1357.54 360 355 6 0 0 0.375 6.375 AZUSA CA 91702 Condominium 217600 20051201 80.00 No MI 100225000000000000 5.375 20071101 12.375 4.5 1 First Lien N N 0 Prepay 360 24 N 20351101 ALT1
GROUP I G01 512763.65 2563.81825 360 355 5.625 0 0 0.375 6 STANTON CA 90680 PUD 512800 20051201 80.00 No MI 100225000000000000 5 20071101 12 5 1 First Lien N Y 60 Prepay 360 24 N 20351101 ALT1
GROUP I G01 288000 1590 360 355 6.25 0 0 0.375 6.625 VICTORVILLE CA 92392 Single Family 288000 20051201 90.00 No MI 100225000000000000 5.625 20071101 12.625 4.625 1 First Lien N Y 60 Prepay 360 24 N 20351101 ALT1
GROUP I G01 320000 1733.333333 360 355 6.125 0 0 0.375 6.5 COMPTON CA 90220 Single Family 320000 20051201 88.89 No MI 100225000000000000 5.5 20071101 12.5 5.25 1 First Lien N Y 60 Prepay 360 24 N 20351101 ALT1
GROUP I G01 228000 1138.1 360 353 5.615 0 0 0.375 5.99 BAKERSFIELD CA 93313 Single Family 228000 20051001 80.00 No MI 100225000000000000 5.25 20070901 11.99 5.125 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 378800 1733.01 360 353 5.115 0 0 0.375 5.49 SANTA MARIA CA 93458 Single Family 378800 20051001 80.00 No MI 100225000000000000 4.49 20070901 11.49 4.875 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 252000 1155 360 353 5.125 0 0 0.375 5.5 LOS ANGELES ARE CA 90022 Single Family 252000 20051001 80.00 No MI 100225000000000000 4.5 20070901 11.5 4.115 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 352000 1757.066667 360 353 5.615 0 0 0.375 5.99 LOS ANGELES CA 90047 Single Family 352000 20051001 80.00 No MI 100225000000000000 5.125 20090901 11.99 4.125 1 First Lien N Y 60 Prepay 360 48 N 20350901 ALT1
GROUP I G01 233220 1117.5125 360 353 5.375 0 0 0.375 5.75 DESERT HOT SPRI CA 92240 Single Family 233220 20051001 80.00 No MI 100225000000000000 4.75 20070901 11.75 4.75 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 412000 2056.566667 360 353 5.615 0 0 0.375 5.99 SIMI VALLEY CA 93065 Single Family 412000 20051001 80.00 No MI 100225000000000000 5 20070901 11.99 4.375 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 425600 2124.453333 360 353 5.615 0 0 0.375 5.99 MOORPARK CA 93021 Single Family 425600 20051001 80.00 No MI 100225000000000000 5 20070901 11.99 4.625 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 240000 1198 360 353 5.615 0 0 0.375 5.99 LOS ANGELES CA 91335 Condominium 240000 20051001 80.00 No MI 100225000000000000 5.25 20070901 11.99 4.625 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 367200 1832.94 360 354 5.615 0 0 0.375 5.99 SANTA CLARITA CA 91354 PUD 367200 20051101 80.00 No MI 100225000000000000 5.375 20071001 11.99 4.875 1 First Lien N Y 60 Prepay 360 24 N 20351001 ALT1
GROUP I G01 496000 2475.866667 360 354 5.615 0 0 0.375 5.99 SIMI VALLEY CA 93063 PUD 496000 20051101 80.00 No MI 100225000000000000 5.5 20071001 11.99 5 1 First Lien N Y 60 Prepay 360 24 N 20351001 ALT1
GROUP I G01 130500 760.1625 360 354 6.615 0 0 0.375 6.99 LAS VEGAS NV 89110 Condominium 130500 20051101 90.00 No MI 100225000000000000 6.875 20071001 12.99 5.125 1 First Lien N Y 60 Prepay 360 24 N 20351001 ALT1
GROUP I G01 567978.95 3135.71712 360 354 6.25 0 0 0.375 6.625 ORANGE CA 92867 Single Family 568000 20051101 80.00 No MI 100225000000000000 6.125 20071001 12.625 6.5 1 First Lien N Y 60 Prepay 360 24 N 20351001 ALT1
GROUP I G01 464000 2948.333333 360 355 7.25 0 0 0.375 7.625 SIMI VALLEY CA 93065 Single Family 464000 20051201 80.00 No MI 100225000000000000 6.625 20071101 13.625 5.75 1 First Lien N Y 60 No_PP 360 24 N 20351101 ALT1
GROUP I G01 444000 2173.75 360 355 5.5 0 0 0.375 5.875 LOS ANGELES CA 90037 2-4 Family 444000 20051201 80.00 No MI 100225000000000000 5.375 20071101 11.875 6.25 1 First Lien N Y 60 Prepay 360 24 N 20351101 ALT1
GROUP I G01 456800 2474.333333 360 355 6.125 0 0 0.375 6.5 LOS ANGELES CA 91311 Single Family 456800 20051201 80.00 No MI 100225000000000000 5.375 20071101 12.5 5 1 First Lien N Y 60 Prepay 360 24 N 20351101 ALT1
GROUP I G01 136000 680 360 353 5.625 0 0 0.375 6 YREKA CA 96097 Single Family 136000 20051001 80.00 No MI 100225000000000000 5 20070901 12 5 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 117561.5 709.87 360 353 5.625 0 0 0.375 6 TUALATIN OR 97062 Condominium 118400 20051001 80.00 No MI 100225000000000000 5 20070901 12 4.625 1 First Lien N N 0 Prepay 360 24 N 20350901 ALT1
GROUP I G01 113600 591.6666667 360 354 5.875 0 0 0.375 6.25 KUNA ID 83634 PUD 113600 20051101 80.00 No MI 100225000000000000 5.25 20071001 12.25 4.625 1 First Lien N Y 60 Prepay 360 24 N 20351001 ALT1
GROUP I G01 116299.98 569.3853188 360 353 5.5 0 0 0.375 5.875 COLORADO SPRING CO 80916 Single Family 116400 20051001 80.00 No MI 100225000000000000 4.875 20070901 11.875 4.875 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 96800 473.9166667 360 353 5.5 0 0 0.375 5.875 GREELEY CO 80631 PUD 96800 20051001 80.00 No MI 100225000000000000 4.875 20070901 11.875 4.5 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 254400 1192.5 360 352 5.25 0 0 0.375 5.625 DENVER CO 80249 Single Family 254400 20050901 80.00 No MI 100225000000000000 4.625 20070801 11.625 4.5 1 First Lien N Y 60 Prepay 360 24 N 20350801 ALT1
GROUP I G01 112000 548.3333333 360 353 5.5 0 0 0.375 5.875 GREELEY CO 80631 PUD 112000 20051001 80.00 No MI 100225000000000000 4.875 20070901 11.875 4.25 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 194362.97 911.0764219 360 353 5.25 0 0 0.375 5.625 BROOMFIELD CO 80020 Single Family 194400 20051001 80.00 No MI 100225000000000000 4.625 20070901 11.625 4.5 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 118800 569.25 360 353 5.375 0 0 0.375 5.75 ENGLEWOOD CO 80112 Condominium 118800 20051001 80.00 No MI 100225000000000000 4.75 20070901 11.75 4.25 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 134125.16 757.08 360 353 5 0 0 0.375 5.375 DENVER CO 80239 Single Family 135200 20051001 80.00 No MI 100225000000000000 4.375 20070901 11.375 4.375 1 First Lien N N 0 Prepay 360 24 N 20350901 ALT1
GROUP I G01 118000 577.7083333 360 354 5.5 0 0 0.375 5.875 GRANBY CO 80446 Condominium 118000 20051101 80.00 No MI 100225000000000000 4.875 20071001 11.875 4 1 First Lien N Y 60 Prepay 360 24 N 20351001 ALT1
GROUP I G01 213100 1420.666667 360 357 7.625 0 0 0.375 8 WHITE MARSH MD 21009 PUD 213100 20060201 80.00 No MI 100293000000000000 2.25 20110101 13 4.5 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 268000 1395.833333 360 357 6 0 0 0.25 6.25 Lindenhurst NY 11757 Single Family 268000 20060201 80.00 No MI 100022000000000000 2.25 20110101 17.5 1.875 2.25 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G01 492979.64 3132.474796 360 357 7.25 0 0 0.375 7.625 WINCHESTER MA 1890 2-4 Family 493000 20060201 80.00 No MI 100038000000000000 2.25 20110101 12.625 2 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G01 387000 2217.1875 360 356 6.5 0 0 0.375 6.875 MODESTO CA 95355 2-4 Family 387000 20060101 79.47 No MI 100038000000000000 2.25 20101201 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G03 439200 2699.25 360 356 7 0 0 0.375 7.375 CARSON CITY NV 89701 Single Family 439200 20060101 80.00 No MI 100038000000000000 2.25 20101201 12.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G03 449789.4 2623.7715 360 356 6.625 0 0 0.375 7 NORTH HOLLYWOOD CA 91606 Single Family 450000 20060101 69.23 No MI 100038000000000000 2.25 20101201 12 1.875 2 First Lien N Y 60 Prepay 360 60 N 20351201 ADN1
GROUP II G03 999999.99 5208.333281 360 356 5.875 0 0 0.375 6.25 LOS ALTOS CA 94022 Single Family 1000000 20060101 59.65 No MI 010003800000000000 2.25 20101201 11.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 448500 2242.5 360 357 5.625 0 0 0.375 6 KAILUA KONA HI 96740 Single Family 448500 20060201 65.00 No MI 100038000000000000 2.25 20110101 11 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G01 192959.64 1288.03 360 356 6.625 0 0 0.375 7 SAGINAW MI 48603 2-4 Family 193600 20060101 80.00 No MI 100038000000000000 2.25 20101201 12 1.875 2 First Lien N N 0 No_PP 360 60 N 20351201 ADN1
GROUP II G03 468000 2876.25 360 358 7 0 0 0.375 7.375 BIG SKY MT 59716 Condominium 468000 20060301 80.00 No MI 100038000000000000 2.25 20110201 12.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 508176.57 3304.61 360 357 6.375 0 0 0.375 6.75 PLYMOUTH VT 5056 Single Family 509500 20060201 58.23 No MI 010003800000000000 5 20110101 11.75 1.875 2 First Lien N N 0 No_PP 360 60 N 20360101 ADN1
GROUP II G03 533473.99 2889.650779 360 358 6.125 0 0 0.375 6.5 ATWATER CA 95301 Single Family 533474 20060301 80.00 No MI 100038000000000000 2.25 20110201 11.5 4.625 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G01 126534.99 724.9400469 360 356 6.5 0 0 0.375 6.875 HOUSTON TX 77035 PUD 126535 20060101 79.58 No MI 100038000000000000 2.25 20101201 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G03 464000 2610 360 357 6.375 0 0 0.375 6.75 SANTA MARIA CA 93455 Single Family 464000 20060201 80.00 No MI 100038000000000000 2.25 20110101 11.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 620178.99 2971.690994 360 357 5.375 0 0 0.375 5.75 ORANGE PRAK FL 32003 PUD 620179 20060201 80.00 No MI 100038000000000000 2.25 20110101 10.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP I G01 63947.99 439.6424313 360 358 7.875 0 0 0.375 8.25 LEAGUE CITY TX 77573 Condominium 63948 20060301 70.00 No MI 100038000000000000 2.25 20110201 13.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 294300 2023.3125 360 356 7.875 0 0 0.375 8.25 FIRESTONE CO 80504 PUD 294300 20060101 90.00 PMI 100038000000000000 2.25 20101201 13.25 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 304000 1741.666667 360 357 6.5 0 0 0.375 6.875 PHOENIX AZ 85024 PUD 304000 20060201 80.00 No MI 100038000000000000 2.25 20110101 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G03 436000 2361.666667 360 356 6.125 0 0 0.375 6.5 SCOTTSDALE AZ 85254 Single Family 436000 20060101 80.00 No MI 100038000000000000 2.25 20101201 11.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G01 373499.99 2373.281186 360 357 7.25 0 0 0.375 7.625 LATHROP CA 95330 Single Family 373500 20060201 90.00 PMI 100038000000000000 2.25 20110101 12.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G01 519999.99 3195.833272 360 357 7 0 0 0.375 7.375 JERSEY CITY NJ 7306 2-4 Family 520000 20060201 80.00 No MI 100038000000000000 2.25 20110101 12.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP I G01 386400 2616.25 360 356 7.75 0 0 0.375 8.125 DALLAS TX 75206 Single Family 386400 20060101 80.00 No MI 100038000000000000 2.25 20101201 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20351201 ADN1
GROUP II G03 510000 2550 360 357 5.625 0 0 0.375 6 SAN DIEGO CA 92128 PUD 510000 20060201 75.00 No MI 100038000000000000 2.25 20110101 11 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP I G01 432000 2925 360 357 7.75 0 0 0.375 8.125 DORCHESTER MA 2122 2-4 Family 432000 20060201 80.00 No MI 100038000000000000 2.25 20110101 13.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G01 310477.05 1972.822922 360 357 7.25 0 0 0.375 7.625 COMMERCE CITY CO 80022 Single Family 310500 20060201 90.00 PMI 100038000000000000 2.25 20110101 12.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 ADN1
GROUP II G01 549859.38 2921.127956 360 358 6 0 0 0.375 6.375 HILO HI 96720 Single Family 550000 20060301 82.21 PMI 100038000000000000 2.25 20110201 11.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 471329.99 2700.328068 360 358 6.5 0 0 0.375 6.875 SONORA CA 95370 Single Family 471750 20060301 75.00 No MI 100038000000000000 2.25 20110201 11.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP II G03 484000 2722.5 360 358 6.375 0 0 0.375 6.75 FLAGSTAFF AZ 86001 Single Family 484000 20060301 80.00 No MI 100038000000000000 2.25 20110201 11.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 ADN1
GROUP I G01 99802.41 742.5 360 357 7.75 0 0 0.375 8.125 Austell GA 30168 Townhouse 100000 20060201 80.00 No MI 100266000000000000 2.25 20110101 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G01 201300 1258.125 360 357 7.125 0 0 0.375 7.5 ALBUQUERQUE NM 87121 PUD 201300 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 934399.99 5839.999938 360 357 7.125 0 0 0.375 7.5 Leesburg VA 20176 Single Family 934400 20060201 80.00 No MI 100102000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G04 256718.23 1767.11 360 355 6 0 0 0.25 6.25 Boston MA 2215 Condominium 287000 20051201 50.01 No MI 2.25 20151101 11.25 1.875 2 First Lien N N 0 No_PP 360 120 N 20351101 AFL2
GROUP II G01 268933.63 1540.765589 360 359 6.625 0 0 0.25 6.875 Worcester MA 1606 Single Family 269000 20060401 82.77 PMI 100381000000000000 2.25 20110301 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 262400 1612.666667 360 358 7.125 0 0 0.25 7.375 CHICAGO IL 60630 Single Family 262400 20060301 80.00 No MI 2.25 20110201 12.375 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G02 143769.02 970.15 360 358 6.875 0 0 0.25 7.125 JOLIET IL 60435 Single Family 144000 20060301 80.00 No MI 2.25 20110201 12.125 2 2 First Lien N N 0 No_PP 360 60 N 20360201 ALT1
GROUP II G01 182800 1085.375 360 358 6.875 0 0 0.25 7.125 STICKNEY IL 60638 Single Family 182800 20060301 80.00 No MI 2.25 20110201 12.125 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G01 172800 990 360 358 6.625 0 0 0.25 6.875 PEMBROKE PINES FL 33024 Condominium 172800 20060301 80.00 No MI 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP I G01 208000 1126.666667 360 358 6.25 0 0 0.25 6.5 ROMEOVILLE IL 60446 Single Family 208000 20060301 80.00 No MI 2.25 20090201 12.5 2 2 First Lien N Y 36 No_PP 360 36 N 20360201 ALT1
GROUP II G03 1000000 5729.166667 360 358 6.625 0 0 0.25 6.875 CLARENDON HILLS IL 60514 Single Family 1000000 20060301 74.21 No MI 2.25 20110201 11.875 2 2 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G02 103594.4 709.46 360 356 7 0 0 0.25 7.25 MANHATTAN IL 60442 Condominium 104000 20060101 80.00 No MI 2.25 20101201 12.25 2 2 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP I G01 288370.94 1784.1 360 355 6 0 0 0.25 6.25 HOFFMAN ESTATES IL 60195 Single Family 289760 20051201 80.00 No MI 2.25 20081101 12.25 2 2 First Lien N N 0 No_PP 360 36 N 20351101 ALT1
GROUP II G02 119593.28 788.31 360 356 6.625 0 0 0.25 6.875 CHICAGO IL 60612 2-4 Family 120000 20060101 80.00 No MI 2.25 20101201 11.875 2 2 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP II G02 147299.39 997.1 360 355 6.875 0 0 0.25 7.125 CHICAGO IL 60653 Condominium 148000 20051201 80.00 No MI 2.25 20101101 12.125 2 2 First Lien N N 0 No_PP 360 60 N 20351101 ALT1
GROUP II G02 131052.03 842.13 360 356 6.375 0 0 0.25 6.625 NORRIDGE IL 60706 Condominium 131520 20060101 80.00 No MI 2.25 20101201 11.625 2 2 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP II G02 100237.16 620.15 360 355 6 0 0 0.25 6.25 AURORA IL 60505 Single Family 100720 20051201 80.00 No MI 2.25 20101101 11.25 2 2 First Lien N N 0 No_PP 360 60 N 20351101 ALT1
GROUP II G02 192693.87 1207.81 360 355 6.125 0 0 0.25 6.375 CHICAGO IL 60629 Single Family 193600 20051201 80.00 No MI 2.25 20101101 11.375 2 2 First Lien N N 0 No_PP 360 60 N 20351101 ALT1
GROUP II G02 123419.67 773.59 360 355 6.125 0 0 0.25 6.375 CHICAGO IL 60623 Single Family 124000 20051201 80.00 No MI 2.25 20101101 11.375 2 2 First Lien N N 0 No_PP 360 60 N 20351101 ALT1
GROUP II G01 270786.81 1741.64 360 355 6.375 0 0 0.25 6.625 WAUKESHA WI 53188 Single Family 272000 20051201 80.00 No MI 2.25 20101101 11.625 2 2 First Lien N N 0 No_PP 360 60 N 20351101 ALT1
GROUP II G02 205673.79 1355.9 360 356 6.625 0 0 0.25 6.875 CHICAGO IL 60617 Single Family 206400 20060101 80.00 No MI 2.25 20101201 11.875 2 2 First Lien N N 0 No_PP 360 60 N 20351201 ALT1
GROUP II G02 168786.99 1044.25 360 355 6 0 0 0.25 6.25 CICERO IL 60804 2-4 Family 169600 20051201 80.00 No MI 2.25 20101101 11.25 2 2 First Lien N N 0 No_PP 360 60 N 20351101 ALT1
GROUP I G01 299988 1999.92 360 357 7.625 0 0 0.375 8 ORLANDO FL 32828 PUD 299988 20060201 90.00 GE Capital MI 100057000000000000 2.25 20110101 13 2 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 189477 1263.18 360 357 7.625 0 0 0.375 8 SANFORD FL 32771 PUD 189477 20060201 90.00 GE Capital MI 100057000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 181835.97 1117.533566 360 357 7 0 0 0.375 7.375 WESLEY CHAPEL FL 33544 Single Family 181836 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 272064 1785.42 360 357 7.5 0 0 0.375 7.875 ORLANDO FL 32819 Condominium 272064 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 263500 1427.291667 360 357 6.125 0 0 0.375 6.5 APPLE VALLEY CA 92308 PUD 263500 20060201 72.50 No MI 100057000000000000 2.25 20110101 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 98150 592.9895833 360 358 6.875 0 0 0.375 7.25 Saint Louis MO 63125 Single Family 98150 20060301 65.00 No MI 100425000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 98150 592.9895833 360 358 6.875 0 0 0.375 7.25 Saint Louis MO 63125 Single Family 98150 20060301 65.00 No MI 100425000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 694100 4193.520833 360 357 6.875 0 0 0.375 7.25 Scottsdale AZ 85262 PUD 694100 20060201 69.99 No MI 100099000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 205450 1262.661458 360 358 7 0 0 0.375 7.375 Surprise AZ 85379 PUD 205450 20060301 80.00 No MI 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 216000 1350 360 358 7.125 0 0 0.375 7.5 Haddonfield NJ 8033 Single Family 216000 20060301 80.00 No MI 100087000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G04 432250 2296.328125 360 353 6 0 0 0.375 6.375 PALM COAST FL 32137 Condominium 432250 20051001 65.00 No MI 100286000000000000 2.25 20150901 12.375 1.875 2 First Lien N Y 120 Prepay 360 120 N 20350901 ALT1
GROUP II G04 744000 4185 360 353 6.375 0 0 0.375 6.75 PRIOR LAKE MN 55372 Single Family 744000 20051001 80.00 No MI 100286000000000000 2.25 20150901 12.75 1.875 2 First Lien N Y 120 No_PP 360 120 N 20350901 ALT1
GROUP II G04 711750 3855.3125 360 353 6.125 0 0 0.375 6.5 GAITHERSBURG MD 20878 PUD 711750 20051001 74.92 No MI 100286000000000000 2.25 20150901 12.5 1.875 2 First Lien N Y 120 No_PP 360 120 N 20350901 ALT1
GROUP II G04 424000 2385 360 353 6.375 0 0 0.375 6.75 SANTA ANA CA 92701 Single Family 424000 20051001 80.00 No MI 100286000000000000 2.25 20150901 12.75 1.875 2 First Lien N Y 120 Prepay 360 120 N 20350901 ALT1
GROUP II G02 294802 1443.301458 360 359 5.5 0 0 0.375 5.875 Manassas VA 20111 Townhouse 294802 20060401 80.00 No MI 100213000000000000 2.25 20110301 10.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 260000 1516.666667 360 359 6.625 0 0 0.375 7 Woodbridge VA 22192 Condominium 260000 20060401 80.00 No MI 100213000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 117600 852.68 360 360 7.5 0 0 0.375 7.875 Antioch TN 37013 Condominium 117600 20060501 80.00 No MI 100213000000000000 2.25 20110401 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360401 AFL2
GROUP I G01 412000 2703.75 360 359 7.5 0 0 0.375 7.875 Minneapolis MN 55446 Single Family 412000 20060401 80.00 No MI 100213000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 417000 2519.375 360 359 6.875 0 0 0.375 7.25 BURTONSVILLE MD 20866 Condominium 417000 20060401 78.68 No MI 100213000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 247000 1209.270833 360 359 5.5 0 0 0.375 5.875 Manassas VA 20110 PUD 247000 20060401 65.00 No MI 100213000000000000 2.25 20110301 10.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 151540 820.8416667 360 359 6.125 0 0 0.375 6.5 Fort Collins CO 80524 PUD 151540 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 178250 965.5208333 360 359 6.125 0 0 0.375 6.5 Rio Rancho NM 87124 PUD 178250 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 204000 1317.5 360 357 7.375 0 0 0.375 7.75 Houston TX 77004 2-4 Family 204000 20060201 80.00 No MI 100425000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP I G01 153159.83 1151.69 360 359 7.875 0 0 0.375 8.25 Killeen TX 76542 2-4 Family 153300 20060401 70.00 No MI 100204000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 90643.62 689.39 360 359 8 0 0 0.375 8.375 ARLINGTON TX 76018 Single Family 90700 20060401 79.98 No MI 100204000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 239900 1499.375 360 359 7.125 0 0 0.375 7.5 FRED VA 22407 Single Family 239900 20060401 79.99 No MI 100196000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 188500 1079.947917 360 359 6.5 0 0 0.375 6.875 Hilton Head SC 29928 Condominium 188500 20060401 65.00 No MI 010006100000000000 2.25 20110301 12.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 143600 897.5 360 359 7.125 0 0 0.375 7.5 SKYLAND AL 35405 Single Family 143600 20060401 80.00 No MI 100021000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 62320 408.975 360 359 7.5 0 0 0.375 7.875 COLUMBUS OH 43227 Single Family 62320 20060401 76.00 No MI 100204000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 410800 2310.75 360 359 6.375 0 0 0.375 6.75 Everett MA 2149 2-4 Family 410800 20060401 65.00 No MI 100061000000000000 2.25 20110301 12.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 202390 1370.348958 360 358 7.75 0 0 0.375 8.125 HIALEAH FL 33015 Condominium 202390 20060301 80.00 No MI 100022000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 362560 2417.066667 360 359 7.625 0 0 0.375 8 MOUNT VERNON NY 10550 2-4 Family 362560 20060401 80.00 No MI 100271000000000000 2.25 20110301 13 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 179863.03 1243.22 360 359 7 0 0 0.375 7.375 CAPITOL HGTS MD 20743 Single Family 180000 20060401 72.00 No MI 100213000000000000 2.25 20110301 12.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 233518 1459.4875 360 359 7.125 0 0 0.375 7.5 SAINT AUGUSTINE FL 32092 PUD 233518 20060401 75.00 No MI 100213000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 137600 831.3333333 360 358 6.875 0 0 0.375 7.25 Rio Rancho AZ 87144 PUD 137600 20060301 79.98 No MI 100071000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 239939.34 1624.589281 360 358 7.75 0 0 0.375 8.125 Washington DC 20018 Single Family 240000 20060301 80.00 No MI 100213000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 255900 1652.6875 360 358 7.375 0 0 0.375 7.75 INDIAN HEAD MD 20640 Single Family 255900 20060301 79.99 No MI 100213000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 191121.68 1403.32 360 359 7.625 0 0 0.375 8 LOS ANGELES CA 90011 Single Family 191250 20060401 75.00 No MI 100311000000000000 2.25 20110301 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 120000 787.5 360 359 7.5 0 0 0.375 7.875 COLUMBUS OH 43202 Single Family 120000 20060401 80.00 No MI 100066000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 400800 2505 360 358 7.125 0 0 0.375 7.5 LOS ANGELES CA 90011 2-4 Family 400800 20060301 80.00 No MI 100311000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 159250 895.78125 360 359 6.375 0 0 0.375 6.75 American Fork UT 84003 2-4 Family 159250 20060401 65.00 No MI 10009923060106003- 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 122597 779.0017708 360 359 7.25 0 0 0.375 7.625 Silver Spring MD 20910 Condominium 122597 20060401 75.00 No MI 100218000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 340000 2337.5 360 358 7.875 0 0 0.375 8.25 KISSIMMEE FL 34747 Condominium 340000 20060301 80.00 No MI 2.25 20110201 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 240000 1625 360 359 7.75 0 0 0.375 8.125 WASHINGTON DC 20011 Single Family 240000 20060401 80.00 No MI 100213000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 117250 769.453125 360 358 7.5 0 0 0.375 7.875 FONTANA CA 92335 Condominium 117250 20060301 70.00 No MI 100240000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 159100 994.375 360 358 7.125 0 0 0.375 7.5 Southampton NJ 8088 Single Family 159100 20060301 79.99 No MI 100213000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 136286.39 931.17 360 358 6.875 0 0 0.375 7.25 AUSTIN TX 78734 2-4 Family 136500 20060301 75.00 No MI 100204000000000000 2.25 20110201 12.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 171779.89 1292.18 360 358 7.875 0 0 0.375 8.25 Chesterfield VA 23832 PUD 172000 20060301 80.00 No MI 100213000000000000 2.25 20110201 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 220500 1401.09375 360 359 7.25 0 0 0.375 7.625 VICTORVILLE CA 92394 Single Family 220500 20060401 70.00 No MI 1002404-0602051325 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 71687.64 489.8 360 358 6.875 0 0 0.375 7.25 AUSTIN TX 78724 Single Family 71800 20060301 79.96 No MI 100213000000000000 2.25 20110201 12.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G03 812500 4824.21875 360 359 6.75 0 0 0.375 7.125 CHARLESTON SC 29492 PUD 812500 20060401 65.00 No MI 1000606-7700257040 2.25 20110301 13.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 96000 650 360 359 7.75 0 0 0.375 8.125 TAMPA FL 33612 Single Family 96000 20060401 80.00 No MI 100204000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 183847.67 919.23835 360 358 5.625 0 0 0.375 6 NORTH OCEAN CITY MD 21842 Single Family 185000 20060301 46.13 No MI 2.25 20090201 12 1.875 1 First Lien N Y 120 Prepay 360 36 N 20360201 AFL2
GROUP II G01 240000 1500 360 359 7.125 0 0 0.375 7.5 Casa Grande AZ 85222 PUD 240000 20060401 80.00 No MI 100041000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 167600 1030.041667 360 358 7 0 0 0.375 7.375 Red Bluff CA 96080 Single Family 167600 20060301 80.00 No MI 100041000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 60000 412.5 360 359 7.875 0 0 0.375 8.25 BATTLE CREEK MI 49014 Single Family 60000 20060401 80.00 No MI 100204000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 60000 412.5 360 359 7.875 0 0 0.375 8.25 BATTLE CREEK MI 49017 Single Family 60000 20060401 80.00 No MI 100204000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 236000 1425.833333 360 359 6.875 0 0 0.375 7.25 San Jacinto CA 92583 Single Family 236000 20060401 80.00 No MI 100070000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 60000 387.5 360 358 7.375 0 0 0.375 7.75 COLUMBUS OH 43219 Single Family 60000 20060301 80.00 No MI 100204000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 252000 1575 360 359 7.125 0 0 0.375 7.5 Casa Grande AZ 85222 PUD 252000 20060401 80.00 No MI 100041000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 239700 1298.375 360 358 6.125 0 0 0.375 6.5 MANASSAS PARK VA 20111 Single Family 239700 20060301 75.00 No MI 100213000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 132750 815.859375 360 358 7 0 0 0.375 7.375 Barstow CA 92311 Single Family 132750 20060301 75.00 No MI 100041000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 273000 1820 360 359 7.625 0 0 0.375 8 CHANDLER AZ 85249 PUD 273000 20060401 70.00 No MI 100240000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 208480 1346.433333 360 358 7.375 0 0 0.375 7.75 Queen Creek AZ 85242 PUD 208480 20060301 80.00 No MI 100189000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 80340 410.06875 360 359 5.75 0 0 0.375 6.125 Winston Salem NC 27103 Single Family 80340 20060401 65.00 No MI 100066000000000000 2.25 20110301 11.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 76500 494.0625 360 359 7.375 0 0 0.375 7.75 CRESCENT CITY FL 32112 Single Family 76500 20060401 75.00 No MI 100213000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 129500 741.9270833 360 359 6.5 0 0 0.375 6.875 ROSAMOND CA 93560 Single Family 129500 20060401 70.00 No MI 100240000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 72000 480 360 359 7.625 0 0 0.375 8 BALTIMORE MD 21226 Townhouse 72000 20060401 80.00 No MI 100213000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 189738 1245.155625 360 358 7.5 0 0 0.375 7.875 Queen Creek AZ 85242 PUD 189738 20060301 80.00 No MI 100071000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 199500 1246.875 360 358 7.125 0 0 0.375 7.5 Oak Brook IL 60523 Condominium 199500 20060301 70.00 No MI 100113000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 188548 1237.34625 360 358 7.5 0 0 0.375 7.875 PALM BAY FL 32908 Single Family 188548 20060301 80.00 No MI 100204000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 780000 5118.75 360 359 7.5 0 0 0.375 7.875 PRINCEVILLE HI 96722 Condominium 780000 20060401 80.00 No MI 100204000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 226200 1413.75 360 358 7.125 0 0 0.375 7.5 MODESTO CA 95354 PUD 226200 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 278400 1827 360 359 7.5 0 0 0.375 7.875 Clermont FL 34711 PUD 278400 20060401 80.00 No MI 100218000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 254250 1615.546875 360 359 7.25 0 0 0.375 7.625 CHICAGO IL 60641 Single Family 254250 20060401 75.00 No MI 100196000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 272000 1700 360 359 7.125 0 0 0.375 7.5 Queen Creek AZ 85242 PUD 272000 20060401 80.00 No MI 100041000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 271900 1699.375 360 359 7.125 0 0 0.375 7.5 Phoenix AZ 85037 PUD 271900 20060401 79.99 No MI 100041000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 243750 1472.65625 360 359 6.875 0 0 0.375 7.25 LOS ANGELES CA 90042 Single Family 243750 20060401 75.00 No MI 100240000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 114450 739.15625 360 359 7.375 0 0 0.375 7.75 Chicago IL 60605 Condominium 114450 20060401 69.97 No MI 100196000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 51950 303.0416667 360 359 6.625 0 0 0.375 7 Bluffton SC 29910 Condominium 51950 20060401 64.94 No MI 100061000000000000 2.25 20110301 13 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 248000 1575.833333 360 358 7.25 0 0 0.375 7.625 GARNER NC 27529 PUD 248000 20060301 80.00 No MI 100204000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 100000 635.4166667 360 359 7.25 0 0 0.375 7.625 YUMA AZ 85364 Single Family 100000 20060401 80.00 No MI 100071000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 354300 2435.8125 360 359 7.875 0 0 0.375 8.25 MIAMI FL 33133 Condominium 354300 20060401 80.00 No MI 100204000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 87200 572.25 360 358 7.5 0 0 0.375 7.875 Glendale AZ 85301 Condominium 87200 20060301 80.00 No MI 100041000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 192000 1240 360 359 7.375 0 0 0.375 7.75 NORTH LAS VEGAS NV 89032 PUD 192000 20060401 80.00 No MI 100204000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 123041.49 924.96 360 359 7.875 0 0 0.375 8.25 Huntsville AL 35824 Single Family 123120 20060401 80.00 No MI 100136000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 88000 614.1666667 360 359 8 0 0 0.375 8.375 CLEVELAND HEIGHTS OH 44118 2-4 Family 88000 20060401 80.00 No MI 100204000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 183850 1263.96875 360 359 7.875 0 0 0.375 8.25 PINELLAS PARK FL 33709 PUD 183850 20060401 74.98 No MI 100196000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 168750 1107.421875 360 359 7.5 0 0 0.375 7.875 Salt Lake Cty UT 84124 Single Family 168750 20060401 75.00 No MI 100099000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 140000 787.5 360 359 6.375 0 0 0.375 6.75 Germantown MD 20876 Condominium 140000 20060401 70.00 No MI 100007000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 393250 2293.958333 360 359 6.625 0 0 0.375 7 Hilton Head Island SC 29928 PUD 393250 20060401 65.00 No MI 1000606-7700257673 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 176066 1027.051667 360 359 6.625 0 0 0.375 7 Salt Lake City UT 84116 2-4 Family 176066 20060401 65.00 No MI 100099000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 240000 1675 360 359 8 0 0 0.375 8.375 BALTIMORE MD 21218 2-4 Family 240000 20060401 80.00 No MI 100204000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 88320 478.4 360 358 6.125 0 0 0.375 6.5 Winston Salem NC 27104 Single Family 88320 20060301 80.00 No MI 100066000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 101250 653.90625 360 359 7.375 0 0 0.375 7.75 Orem UT 84058 Single Family 101250 20060401 75.00 No MI 100099000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 360000 2212.5 360 359 7 0 0 0.375 7.375 Sterling VA 20164 Single Family 360000 20060401 80.00 No MI 100218000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 111169.65 602.1689375 360 359 6.125 0 0 0.375 6.5 NORFOLK VA 23504 Single Family 111200 20060401 80.00 No MI 100021000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 225600 1457 360 359 7.375 0 0 0.375 7.75 Salt Lake Cty UT 84116 2-4 Family 225600 20060401 80.00 No MI 100010000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 219518.98 983.2620979 360 338 5 0 0 0.375 5.375 HOSCHTON GA 30548 Single Family 220000 20040701 76.39 No MI 100030000000000000 2.25 20060601 10.375 2 1 First Lien N Y 120 No_PP 360 24 N 20340601 ALT1
GROUP I G01 240000 1625 360 357 7.75 0 0 0.375 8.125 Monroe GA 30655 2-4 Family 240000 20060201 80.00 No MI 100378000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G01 100800 619.5 360 354 7 0 0 0.375 7.375 East Point GA 30344 Single Family 100800 20051101 80.00 No MI 100039000000000000 2.25 20101001 13.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20351001 AFL2
GROUP II G01 409500 2516.71875 360 357 7 0 0 0.375 7.375 BURBANK CA 91502 Condominium 409500 20060201 70.00 No MI 100022000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 539185 3482.236458 360 357 7.375 0 0 0.375 7.75 BRISTOW VA 20136 PUD 539185 20060201 75.00 No MI 100213000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 304000 1836.666667 360 360 6.875 0 0 0.375 7.25 Paterson NJ 7504 Single Family 304000 20060501 80.00 No MI 100234000000000000 2.25 20110401 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360401 AFL2
GROUP II G02 123267.11 894.39 360 359 7.5 0 0 0.375 7.875 La Vergne TN 37086 Single Family 123352 20060401 80.00 No MI 100213000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 406000 2452.916667 360 359 6.875 0 0 0.375 7.25 Annandale VA 22003 Single Family 406000 20060401 70.00 No MI 100213000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 264000 1705 360 359 7.375 0 0 0.375 7.75 Lawrenceville GA 30045 Single Family 264000 20060401 80.00 No MI 100213000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 243200 1444 360 359 6.75 0 0 0.375 7.125 Silver Spring MD 20904 Condominium 243200 20060401 80.00 No MI 100213000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 417000 2693.125 360 359 7.375 0 0 0.375 7.75 Fulton MD 20759 Single Family 417000 20060401 78.83 No MI 100213000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 380000 2018.75 360 359 6 0 0 0.375 6.375 Fort Myers FL 33908 PUD 380000 20060401 56.60 No MI 100016000000000000 2.25 20110301 12.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 323560 2022.25 360 360 7.125 0 0 0.375 7.5 Upper Marlboro MD 20774 PUD 323560 20060501 80.00 No MI 100213000000000000 2.25 20110401 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 234800 1320.75 360 351 6.375 0 0 0.375 6.75 LINDEN VA 22642 Single Family 234800 20050801 80.00 No MI 100030000000000000 2.75 20070701 12.75 1.875 2 First Lien N Y 120 No_PP 360 24 N 20350701 ALT1
GROUP I G01 357500 1750.260417 360 353 5.5 0 0 0.375 5.875 BELLEVUE WA 98007 Single Family 357500 20051001 80.00 No MI 100030000000000000 2.75 20070901 11.875 2.375 2 First Lien N Y 120 No_PP 360 24 N 20350901 ALT1
GROUP I G01 228000 1045 360 352 5.125 0 0 0.375 5.5 MANCHESTER NH 3104 2-4 Family 228000 20050901 80.00 No MI 100030000000000000 2.75 20070801 11.5 2.375 2 First Lien N Y 120 No_PP 360 24 N 20350801 ALT1
GROUP I G01 154000 898.3333333 360 353 6.625 0 0 0.375 7 LOGANVILLE GA 30052 PUD 154000 20051001 80.00 No MI 100030000000000000 2.75 20070901 13 2.375 2 First Lien N Y 120 No_PP 360 24 N 20350901 ALT1
GROUP I G01 137420 701.4145833 360 352 5.75 0 0 0.375 6.125 SNELLVILLE GA 30039 PUD 137520 20050901 80.00 No MI 100030000000000000 2.75 20070801 12.125 2.375 2 First Lien N Y 120 No_PP 360 24 N 20350801 ALT1
GROUP I G01 580000 3081.25 360 347 6 0 0 0.375 6.375 ATLANTA GA 30342 Single Family 580000 20050401 74.84 No MI 100030000000000000 3 20070301 11.375 2.375 1 First Lien N Y 24 No_PP 360 24 N 20350301 ALT1
GROUP I G01 214800 1253 360 352 6.625 0 0 0.375 7 LOGANVILLE GA 30052 Single Family 214800 20050901 80.00 No MI 100030000000000000 2.75 20070801 13 2.625 2 First Lien N Y 120 No_PP 360 24 N 20350801 ALT1
GROUP I G01 111001.14 782.42 360 350 7.125 0 0 0.375 7.5 MESA AZ 85208 Single Family 111900 20050701 79.99 No MI 100030000000000000 2.75 20070601 13.5 2.375 2 First Lien N N 0 No_PP 360 24 N 20350601 ALT1
GROUP I G01 101496.65 496.9106823 360 339 5.5 0 0 0.375 5.875 SNELLVILLE GA 30039 Single Family 101500 20040801 79.98 No MI 100030000000000000 2.625 20060701 10.875 2.375 1 First Lien N Y 24 No_PP 360 24 N 20340701 ALT1
GROUP II G02 416000 2470 360 359 6.75 0 0 0.375 7.125 Arlington VA 22207 Single Family 416000 20060401 80.00 No MI 100213000000000000 2.25 20110301 12.125 2.25 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 320000 1700 360 359 6 0 0 0.375 6.375 Wells ME 4090 Single Family 320000 20060401 77.11 No MI 100213000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 157990.48 724.1230333 360 340 5.125 0 0 0.375 5.5 MONROE GA 30655 Single Family 158100 20040901 85.00 PMI 100030000000000000 2.625 20060801 10.5 1.875 1 First Lien N Y 24 No_PP 360 24 N 20340801 ALT1
GROUP I G01 292222.3 2052.54 360 354 7.125 0 0 0.375 7.5 KISSIMMEE FL 34747 Single Family 293550 20051101 95.00 Mortgage Guaranty In 100030000000000000 2.75 20071001 13.5 2.25 2 First Lien N N 0 No_PP 360 24 N 20351001 ALT1
GROUP I G01 80270.08 610.49 360 359 8 0 0 0.375 8.375 Detroit MI 48207 Single Family 80320 20060401 80.00 No MI 100213000000000000 2.25 20110301 13.375 2.375 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 135500 621.0416667 360 340 5.125 0 0 0.375 5.5 MONROE GA 30655 Single Family 135500 20040901 82.37 Mortgage Guaranty In 100030000000000000 2.625 20060801 10.5 1.875 1 First Lien N Y 24 No_PP 360 24 N 20340801 ALT1
GROUP II G02 246649 1310.322813 360 359 6 0 0 0.375 6.375 Hanford CA 93230 Single Family 246649 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.375 2.25 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 200000 1041.666667 360 359 5.875 0 0 0.375 6.25 Snohomish WA 98290 Single Family 200000 20060401 45.45 No MI 100016000000000000 2.75 20110301 12.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 149120 963.0666667 360 359 7.375 0 0 0.375 7.75 Myrtle Beach SC 29588 PUD 149120 20060401 80.00 No MI 100016000000000000 2.75 20110301 13.75 2.375 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 232000 1546.666667 360 360 7.625 0 0 0.375 8 Decatur GA 30032 Single Family 232000 20060501 80.00 No MI 100149000000000000 2.25 20110401 13 2.375 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 101000 599.6875 360 359 6.75 0 0 0.375 7.125 Atlanta GA 30315 Single Family 101000 20060401 72.14 No MI 100149000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 264000 1512.5 360 359 6.5 0 0 0.375 6.875 Eatonton GA 31024 Single Family 264000 20060401 80.00 No MI 100149000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 144800 920.0833333 360 360 7.25 0 0 0.375 7.625 Fairburn GA 30213 Single Family 144800 20060501 80.00 No MI 001001490000000000 2.25 20110401 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 127680 758.1 360 360 6.75 0 0 0.375 7.125 Ooltewah TN 37363 Single Family 127680 20060501 80.00 No MI 100229000000000000 2.25 20110401 13.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 77600 624.39 360 360 8.625 0 0 0.375 9 Zanesville OH 43701 Single Family 77600 20060501 80.00 No MI 2.25 20110401 14 1.875 1 First Lien N N 0 Prepay 360 60 N 20360401 AFL2
GROUP I G01 112500 527.34375 360 351 5.25 0 0 0.375 5.625 SMYRNA GA 30082 Single Family 112500 20050801 90.00 Mortgage Guaranty In 100030000000000000 2.75 20070701 11.625 1.875 2 First Lien N Y 120 No_PP 360 24 N 20350701 ALT1
GROUP I G01 214518.79 1418.97 360 352 6.5 0 0 0.375 6.875 ATLANTA GA 30315 Single Family 216000 20050901 80.00 No MI 100030000000000000 2.75 20070801 12.875 2.375 2 First Lien N N 0 No_PP 360 24 N 20350801 ALT1
GROUP I G01 51960 394.93 360 360 8 0 0 0.375 8.375 FORT WORTH TX 76115 Single Family 51960 20060501 80.00 No MI 100199000000000000 2.25 20110401 13.375 2.375 1 First Lien N N 0 Prepay 360 60 N 20360401 AFL2
GROUP I G01 119600 598 360 353 5.625 0 0 0.375 6 HIGHLANDS RANCH CO 80126 Condominium 119600 20051001 79.21 No MI 100030000000000000 2.75 20100901 12 1.875 2 First Lien N Y 120 No_PP 360 60 N 20350901 ALT1
GROUP II G02 268000 1339.776667 360 359 5.624 0 0 0.375 5.999 Fontana CA 92336 2-4 Family 268000 20060401 63.06 No MI 100046000000000000 2.25 20090301 11 2.375 1 First Lien N Y 120 No_PP 360 36 N 20360301 AFL2
GROUP II G02 73600 483.5 360 360 6.5 0 0 0.375 6.875 Waco TX 76706 Single Family 73600 20060501 80.00 No MI 100074000000000000 2.25 20110401 11.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360401 AFL2
GROUP I G01 140000 875 360 360 7.125 0 0 0.375 7.5 Mesa AZ 85204 Townhouse 140000 20060501 80.00 No MI 100183000000000000 2.25 20110401 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 113731.59 777.68 360 357 6.875 0 0 0.375 7.25 North Ridgeville OH 44039 Single Family 114000 20060201 75.00 No MI 100246000000000000 2.75 20110101 12.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP I G01 208000 1386.666667 360 360 7.625 0 0 0.375 8 Dumfries VA 22026 Single Family 208000 20060501 80.00 No MI 100218000000000000 2.25 20110401 13 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 304000 2153.333333 360 360 8.125 0 0 0.375 8.5 Hilton Head Island SC 29928 Condominium 304000 20060501 73.79 No MI 100229000000000000 2.25 20110401 14.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 264000 1705 360 360 7.375 0 0 0.375 7.75 LAKE ARROWHEAD CA 92352 Single Family 264000 20060501 80.00 No MI 100183000000000000 2.25 20110401 13.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 140800 821.3333333 360 360 6.625 0 0 0.375 7 CHANDLER AZ 85225 Condominium 140800 20060501 80.00 No MI 100183000000000000 2.25 20110401 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 90260 611.1354167 360 359 7.75 0 0 0.375 8.125 Villa Rica GA 30180 PUD 90260 20060401 80.00 No MI 100032000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 89900 505.6875 360 359 6.375 0 0 0.375 6.75 MCDONOUGH GA 30252 PUD 89900 20060401 78.24 No MI 100032000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 114320 702.5916667 360 359 7 0 0 0.375 7.375 Lula GA 30554 Single Family 114320 20060401 80.00 No MI 100032000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 78880 493 360 359 7.125 0 0 0.375 7.5 Stockbridge GA 30281 Single Family 78880 20060401 80.00 No MI 100032000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 91200 589 360 359 7.375 0 0 0.375 7.75 Marietta GA 30008 Single Family 91200 20060401 80.00 No MI 100032000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 359250 2282.734375 360 360 7.25 0 0 0.375 7.625 FORT MYERS FL 33903 Single Family 359250 20060501 74.07 No MI 100061000000000000 2.25 20110401 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360401 AFL2
GROUP II G02 133120 762.6666667 360 359 6.5 0 0 0.375 6.875 COLLEGE PARK GA 30349 Single Family 133120 20060401 80.00 No MI 100017000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 192150 1120.875 360 360 6.625 0 0 0.375 7 Portland OR 97218 Single Family 192150 20060501 70.00 No MI 100414000000000000 2.25 20110401 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 214900 1298.354167 360 360 6.875 0 0 0.375 7.25 Baltimore MD 21217 Townhouse 214900 20060501 74.97 No MI 010021800000000000 2.25 20110401 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 181600 1040.416667 360 360 6.5 0 0 0.375 6.875 Spokane Valley WA 99216 Single Family 181600 20060501 80.00 No MI 100017000000000000 2.25 20110401 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 142000 946.6666667 360 359 7.625 0 0 0.375 8 ATLANTA GA 30327 Condominium 142000 20060401 80.00 No MI 100017000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 162319 963.7690625 360 358 6.75 0 0 0.375 7.125 SPRING HILL FL 34606 Single Family 162319 20060301 80.00 No MI 100017000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 122000 660.8333333 360 359 6.125 0 0 0.375 6.5 Burlington VT 5401 Single Family 122000 20060401 58.37 No MI 100016000000000000 2.25 20110301 12.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 339992 1806.2075 360 359 6 0 0 0.375 6.375 Lake Elsinore CA 92532 PUD 339992 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 272000 1615 360 359 6.75 0 0 0.375 7.125 AURORA CO 80018 PUD 272000 20060401 80.00 No MI 100125000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 131920 659.6 360 360 5.625 0 0 0.375 6 CUMMING GA 30040 Single Family 131920 20060501 80.00 No MI 100185000000000000 2.25 20110401 11 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 224000 1563.333333 360 360 8 0 0 0.375 8.375 Brighton MI 48114 Single Family 224000 20060501 80.00 No MI 100185000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360401 AFL2
GROUP II G02 210000 1290.625 360 360 7 0 0 0.375 7.375 Fort Lauderdale FL 33321 PUD 210000 20060501 75.00 No MI 100234000000000000 2.25 20110401 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360401 AFL2
GROUP II G02 122800 767.5 360 360 7.125 0 0 0.375 7.5 Bolingbrook IL 60440 Single Family 122800 20060501 80.00 No MI 100185000000000000 2.25 20110401 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 236000 1647.083333 360 360 8 0 0 0.375 8.375 MARIETTA GA 30008 2-4 Family 236000 20060501 80.00 No MI 100185000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 118300 776.34375 360 360 7.5 0 0 0.375 7.875 Denver CO 80219 2-4 Family 118300 20060501 70.00 No MI 100113000000000000 2.25 20110401 12.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G03 479850 2949.078125 360 357 7 0 0 0.375 7.375 Corona CA 92880 Single Family 479850 20060201 79.99 No MI 100209000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 165921.5 1234.41 360 357 7.75 0 0 0.375 8.125 Pleasantville NJ 8232 Single Family 166250 20060201 95.00 Republic MIC 100234000000000000 2.25 20110101 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G01 11000 61.875 360 358 6.375 0 0 0.375 6.75 Hilton Head Island SC 29928 Condominium 110000 20060301 61.11 No MI 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 1755000 10603.125 360 358 6.875 0 0 0.375 7.25 LOS GATOS CA 95030 Single Family 1755000 20060301 65.00 No MI 100386000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G02 276000 1581.25 360 359 6.5 0 0 0.375 6.875 Sylmar CA 91342 Condominium 276000 20060401 80.00 No MI 100034000000000000 2.25 20110301 12.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 110650 680.0364583 360 359 7 0 0 0.375 7.375 DENTON TX 76227 PUD 110650 20060401 79.98 No MI 100034000000000000 2.25 20110301 13.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 150000 968.75 360 360 7.375 0 0 0.375 7.75 DENVER CO 80249 PUD 150000 20060501 75.00 No MI 100400000000000000 2.25 20110401 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 356000 2113.75 360 359 6.75 0 0 0.375 7.125 Kingman AZ 86401 Single Family 356000 20060401 80.00 No MI 100034000000000000 2.25 20110301 13.125 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 215920 1371.991667 360 360 7.25 0 0 0.375 7.625 VALRICO FL 33594 Single Family 215920 20060501 80.00 No MI 100058000000000000 2.25 20110401 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 94500 630 360 360 7.625 0 0 0.375 8 OMAHA NE 68104 Single Family 94500 20060501 75.00 No MI 100199000000000000 2.25 20110401 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 245552 1406.808333 360 359 6.5 0 0 0.375 6.875 Port St Lucie FL 34953 PUD 245552 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 142000 769.1666667 360 360 6.125 0 0 0.375 6.5 LAS VEGAS NV 89106 2-4 Family 142000 20060501 74.74 No MI 100183000000000000 2.25 20110401 11.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360401 AFL2
GROUP II G02 259936 1407.986667 360 359 6.125 0 0 0.375 6.5 Las Vegas NV 89139 PUD 259936 20060401 80.00 No MI 100016000000000000 2.75 20110301 12.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 364000 2161.25 360 359 6.75 0 0 0.375 7.125 Palm Beach Gardens FL 33418 PUD 364000 20060401 80.00 No MI 100016000000000000 2.75 20110301 13.125 2.375 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 240504 1478.0975 360 360 7 0 0 0.375 7.375 COOLIDGE AZ 85228 PUD 240504 20060501 80.00 No MI 100057000000000000 2.25 20110401 12.375 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 150000 765.625 360 359 5.75 0 0 0.375 6.125 Glendale AZ 85308 PUD 150000 20060401 49.20 No MI 100034000000000000 2.25 20110301 12.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 384000 1920 360 359 5.625 0 0 0.375 6 Plymouth MA 2360 Single Family 384000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 232000 1232.5 360 359 6 0 0 0.375 6.375 Puyallup WA 98375 PUD 232000 20060401 80.00 No MI 100016000000000000 2.75 20110301 12.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 392000 2450 360 359 7.125 0 0 0.375 7.5 Miami FL 33130 Condominium 392000 20060401 80.00 No MI 100016000000000000 2.75 20110301 13.5 2.375 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 269728 1545.316667 360 359 6.5 0 0 0.375 6.875 Jupiter FL 33458 PUD 269728 20060401 80.00 No MI 100016000000000000 2.75 20110301 12.875 2.375 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 140700 820.75 360 360 6.625 0 0 0.375 7 Warrenton OR 97146 Single Family 140700 20060501 70.00 No MI 100173000000000000 2.25 20110401 12 2.375 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 426752 2178.213333 360 359 5.75 0 0 0.375 6.125 STEPHENSON VA 22656 PUD 426752 20060401 80.00 No MI 100063000000000000 2.375 20080301 11.125 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360301 AFL2
GROUP II G01 248102.39 1631.23 360 359 6.5 0 0 0.375 6.875 Las Vegas NV 89109 Condominium 248311 20060401 70.00 No MI 100195000000000000 2.25 20110301 11.875 2 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 220800 1403 360 360 7.25 0 0 0.375 7.625 DELTONA FL 32725 Single Family 220800 20060501 80.00 No MI 100185000000000000 2.25 20110401 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 244000 1499.583333 360 360 7 0 0 0.375 7.375 ALPHARETTA GA 30005 PUD 244000 20060501 80.00 No MI 100185000000000000 2.25 20110401 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G01 173600 1085 360 359 7.125 0 0 0.375 7.5 Levittown PA 19057 Single Family 173600 20060401 80.00 No MI 1003780-0000312041 2.25 20110301 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 170000 1027.083333 360 359 6.875 0 0 0.375 7.25 Atlanta GA 30337 2-4 Family 170000 20060401 64.15 No MI 1003780-0000312067 2.25 20110301 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 170000 1027.083333 360 359 6.875 0 0 0.375 7.25 Atlanta GA 30337 2-4 Family 170000 20060401 64.15 No MI 1003780-0000312073 2.25 20110301 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 228000 1496.25 360 359 7.5 0 0 0.375 7.875 Ivins UT 84738 Single Family 228000 20060401 80.00 No MI 100378000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 94880 523.8166667 360 359 6.25 0 0 0.375 6.625 Valley AL 36854 Single Family 94880 20060401 80.00 No MI 100378000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 95999.69 589.9980948 360 359 7 0 0 0.375 7.375 Villa Rica GA 30180 PUD 96000 20060401 80.00 No MI 100378000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 123200 795.6666667 360 359 7.375 0 0 0.375 7.75 Lawrenceville GA 30044 Single Family 123200 20060401 80.00 No MI 1003780-0000312359 5 20110301 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G03 432000 2655 360 359 7 0 0 0.375 7.375 Chula Vista CA 91911 Single Family 432000 20060401 80.00 No MI 000000000000312119 2.25 20110301 12.375 4.625 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 168000 1155 360 359 7.875 0 0 0.375 8.25 Kissimmee FL 34743 PUD 168000 20060401 80.00 No MI 100378000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 191074.93 1419.65 360 359 7.75 0 0 0.375 8.125 Kissimmee FL 34758 PUD 191200 20060401 80.00 No MI 100378000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 190400 1269.333333 360 359 7.625 0 0 0.375 8 Kissimmee FL 34759 PUD 190400 20060401 80.00 No MI 100378000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 127920 892.775 360 360 8 0 0 0.375 8.375 FORT MYERS FL 33912 Single Family 127920 20060501 80.00 No MI 100185000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 120000 837.5 360 359 8 0 0 0.375 8.375 Temple Hills MD 20748 Single Family 120000 20060401 75.00 No MI 100378000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 76313.93 514.55 360 359 6.75 0 0 0.375 7.125 Royal AR 71968 Single Family 76375 20060401 65.00 No MI 000000000000312482 2.25 20110301 12.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 174000 1160 360 359 7.625 0 0 0.375 8 Poinciana FL 34759 PUD 174000 20060401 75.00 No MI 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 192400 1102.291667 360 359 6.5 0 0 0.375 6.875 Queen Creek AZ 85243 Single Family 192400 20060401 65.00 No MI 100378000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 185600 1276 360 359 7.875 0 0 0.375 8.25 Kissimmee FL 34759 PUD 185600 20060401 80.00 No MI 120038000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 168000 1067.5 360 359 7.25 0 0 0.375 7.625 Fairburn GA 30213 PUD 168000 20060401 80.00 No MI 100378000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 90131 516.3755208 360 358 6.5 0 0 0.375 6.875 Franklin IN 46131 PUD 90131 20060301 75.00 No MI 100378000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 119917.42 870.08 360 359 7.5 0 0 0.375 7.875 Chicago IL 60629 Single Family 120000 20060401 75.00 No MI 100378000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 228000 1520 360 359 7.625 0 0 0.375 8 Lauderdale Lakes FL 33309 Single Family 228000 20060401 80.00 No MI 100378000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 87943.89 661.11 360 359 7.875 0 0 0.375 8.25 Fort Smith AR 72908 2-4 Family 88000 20060401 80.00 No MI 100378000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 168000 1120 360 359 7.625 0 0 0.375 8 Fort Lauderdale FL 33317 Single Family 168000 20060401 70.00 No MI 100378000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 65764.87 501.04 360 359 8 0 0 0.375 8.375 Atlanta GA 30344 Single Family 65920 20060401 80.00 No MI 1003780-0000312806 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 140800 850.6666667 360 359 6.875 0 0 0.375 7.25 Athens GA 30601 Single Family 140800 20060401 80.00 No MI 100378000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 180000 1162.5 360 359 7.375 0 0 0.375 7.75 Kissimmee FL 34759 PUD 180000 20060401 80.00 No MI 100378000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 392000 2450 360 359 7.125 0 0 0.375 7.5 Miami FL 33131 Condominium 392000 20060401 80.00 No MI 010015900000000000 2.75 20110301 13.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 130000 677.0833333 360 359 5.875 0 0 0.375 6.25 Sevierville TN 37876 Single Family 130000 20060401 72.22 No MI 100083000000000000 2.25 20110301 11.25 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 299881.63 1837.12 360 359 6.5 0 0 0.375 6.875 Fair Lawn NJ 7410 Single Family 300000 20060401 80.00 No MI 100234000000000000 2.25 20110301 11.875 1.875 1 First Lien Y N 0 No_PP 480 60 N 20360301 AFL2
GROUP I G01 272000 1841.666667 360 360 7.75 0 0 0.375 8.125 Miramar Beach FL 32550 PUD 272000 20060501 80.00 No MI 100185000000000000 2.25 20110401 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 284000 1538.333333 360 359 6.125 0 0 0.375 6.5 Spring Valley CA 91977 Single Family 284000 20060401 80.00 No MI 100099000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 153120 893.2 360 358 6.625 0 0 0.375 7 HAMPTON GA 30228 PUD 153120 20060301 80.00 No MI 100032000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 140000 670.8333333 360 359 5.375 0 0 0.375 5.75 LAWRENCEVILLE GA 30043 PUD 140000 20060401 80.00 No MI 100032000000000000 2.25 20110301 10.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 110050 527.3229167 360 359 5.375 0 0 0.375 5.75 BUFORD GA 30519 PUD 110050 20060401 59.98 No MI 100032000000000000 2.25 20110301 10.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 300000 1625 360 359 6.125 0 0 0.375 6.5 RIVERTON UT 84065 Single Family 300000 20060401 80.00 No MI 100125000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 239200 1644.5 360 360 7.875 0 0 0.375 8.25 KAPOLEI HI 96707 Condominium 239200 20060501 80.00 No MI 100204000000000000 2.25 20110401 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 116000 712.9166667 360 359 7 0 0 0.375 7.375 Hanahan SC 29406 Single Family 116000 20060401 80.00 No MI 100229000000000000 2.25 20110301 13.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 80800 607.02 360 360 7.875 0 0 0.375 8.25 SPRING TX 77379 PUD 80800 20060501 80.00 No MI 010019900000000000 2.25 20110401 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360401 AFL2
GROUP I G01 74600 543.9583333 360 359 8.375 0 0 0.375 8.75 Hinesville GA 31313 Single Family 74600 20060401 79.36 No MI 100229000000000000 2.25 20110301 14.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 81600 433.5 360 360 6 0 0 0.375 6.375 COOLIDGE AZ 85228 Single Family 81600 20060501 47.54 No MI 100021000000000000 2.25 20110401 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 126000 761.25 360 360 6.875 0 0 0.375 7.25 Stone Mountain GA 30088 PUD 126000 20060501 75.00 No MI 100185000000000000 2.25 20110401 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360401 AFL2
GROUP II G02 388000 2425 360 360 7.125 0 0 0.375 7.5 NORTH HOLLWOOD CA 91601 Single Family 388000 20060501 80.00 No MI 100414000000000000 2.25 20110401 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 127200 861.25 360 360 7.75 0 0 0.375 8.125 Springfield MO 65804 Single Family 127200 20060501 80.00 No MI 100185000000000000 2.25 20110401 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360401 AFL2
GROUP II G02 95200 649.43 360 360 6.875 0 0 0.375 7.25 HOUSTON TX 77065 PUD 95200 20060501 80.00 No MI 100199000000000000 2.25 20110401 12.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360401 AFL2
GROUP I G01 104700 786.58 360 360 7.875 0 0 0.375 8.25 EAST DETROIT MI 48021 Single Family 104700 20060501 94.97 United Guaranty 100064000000000000 2.25 20110401 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360401 AFL2
GROUP I G01 71200 489.5 360 359 7.875 0 0 0.375 8.25 Houston TX 77044 PUD 71200 20060401 80.00 No MI 100099000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 266800 1778.666667 360 358 7.625 0 0 0.375 8 BONITA SPRINGS FL 34135 PUD 266800 20060301 80.00 No MI 100057000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 640000 4266.666667 360 358 7.625 0 0 0.375 8 Henderson NV 89044 PUD 640000 20060301 80.00 No MI 100195000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 326300 1835.4375 360 356 6.375 0 0 0.375 6.75 Van Nuys CA 91406 Single Family 326300 20060101 65.00 No MI 100231000000000000 2.375 20071201 11.75 1.875 1 First Lien N Y 120 No_PP 360 24 N 20351201 AFL2
GROUP II G02 399999.93 2291.666266 360 358 6.5 0 0 0.375 6.875 HOLBROOK MA 2343 Single Family 400000 20060301 77.82 No MI 100103000000000000 2.25 20110201 11.875 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 299674.99 1748.104108 360 356 6.625 0 0 0.375 7 Murfreesboro TN 37130 Single Family 299920 20060101 80.00 No MI 100021000000000000 2.25 20101201 12 1.875 2 First Lien N Y 60 Prepay 360 60 N 20351201 AFL2
GROUP I G01 152320 1047.2 360 356 7.875 0 0 0.375 8.25 Wauconda IL 60084 Single Family 152320 20060101 80.00 No MI 100030000000000000 2.25 20101201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP I G01 887991.05 5179.947792 360 356 6.625 0 0 0.375 7 Tarzana CA 91356 Single Family 888000 20060101 80.00 No MI 100034000000000000 2.375 20071201 12 1.875 1 First Lien N Y 120 Prepay 360 24 N 20351201 AFL2
GROUP II G01 180800 1148.833333 360 357 7.25 0 0 0.375 7.625 Las Vegas NV 89134 PUD 180800 20060201 80.00 No MI 100195000000000000 2.25 20110101 12.625 2 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 174400 1017.333333 360 359 6.625 0 0 0.375 7 STANSBURY PARK UT 84074 PUD 174400 20060401 80.00 No MI 100063000000000000 2.375 20080301 12 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360301 AFL2
GROUP I G01 276000 2097.8 360 360 8 0 0 0.375 8.375 TRION GA 30753 Single Family 276000 20060501 80.00 No MI 100086000000000000 2.25 20110401 13.375 2 1 First Lien N N 0 No_PP 360 60 N 20360401 AFL2
GROUP I G01 387732.98 2813.27 360 359 7.5 0 0 0.375 7.875 SAN LUIS OBISPO CA 93401 Single Family 388000 20060401 80.00 No MI 100074000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 314000 1831.666667 360 359 6.625 0 0 0.375 7 monterey CA 93940 2-4 Family 314000 20060401 28.55 No MI 100074000000000000 2.75 20110301 13 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 400400 2168.833333 360 358 6.125 0 0 0.375 6.5 MENIFEE CA 92584 Single Family 400400 20060301 80.00 No MI 100183000000000000 2.25 20110201 11.5 2.375 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 134700 912.03125 360 359 7.75 0 0 0.375 8.125 Temple GA 30179 PUD 134700 20060401 79.99 No MI 100032000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 199819.19 1264.14 360 359 6.125 0 0 0.375 6.5 Somerset NJ 8873 PUD 200000 20060401 43.79 No MI 100016000000000000 2.25 20110301 12.5 1.875 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 202000 1178.333333 360 359 6.625 0 0 0.375 7 Laveen AZ 85339 PUD 202000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 258400 1345.833333 360 359 5.875 0 0 0.375 6.25 Las Vegas NV 89139 PUD 258400 20060401 80.00 No MI 100016000000000000 2.75 20110301 12.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 249960 1406.025 360 359 6.375 0 0 0.375 6.75 Jupiter FL 33458 Condominium 249960 20060401 80.00 No MI 100016000000000000 2.75 20110301 11.75 2.375 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 240000 1675 360 360 8 0 0 0.375 8.375 Lehigh Acres FL 33936 Single Family 240000 20060501 76.43 No MI 100418000000000000 2.25 20110401 13.375 2.375 1 First Lien N Y 60 Prepay 360 60 N 20360401 AFL2
GROUP II G02 218400 1160.25 360 359 6 0 0 0.375 6.375 GLENDALE AZ 85303 Single Family 218400 20060401 80.00 No MI 100071000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 155200 824.5 360 359 6 0 0 0.375 6.375 CUMMING GA 30040 PUD 155200 20060401 79.99 No MI 100032000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 305782 1720.02375 360 359 6.375 0 0 0.375 6.75 MENIFEE CA 92584 Single Family 305782 20060401 80.00 No MI 100063000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 117232 757.1233333 360 358 7.375 0 0 0.375 7.75 UNION CITY GA 30291 PUD 117232 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 123750 799.21875 360 360 7.375 0 0 0.375 7.75 Aurora CO 80012 Single Family 123750 20060501 75.00 No MI 100185000000000000 2.25 20110401 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360401 AFL2
GROUP I G01 79500 538.28125 360 359 7.75 0 0 0.375 8.125 Dallas TX 75241 Single Family 79500 20060401 75.00 No MI 100185000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 84000 560 360 360 7.625 0 0 0.375 8 DALLAS TX 75224 Single Family 84000 20060501 80.00 No MI 010019900000000000 2.25 20110401 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 96000 650 360 360 7.75 0 0 0.375 8.125 IRVING TX 75062 Single Family 96000 20060501 80.00 No MI 100199000000000000 2.25 20110401 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 228000 1401.25 360 359 7 0 0 0.375 7.375 Las Vegas NV 89142 Single Family 228000 20060401 80.00 No MI 100034000000000000 2.25 20110301 13.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 228000 1306.25 360 359 6.5 0 0 0.375 6.875 LAS VEGAS NV 89156 PUD 228000 20060401 80.00 No MI 100183000000000000 2.25 20110301 12.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 244000 1677.5 360 359 7.875 0 0 0.375 8.25 Fredericksburg VA 22407 Single Family 244000 20060401 76.25 No MI 100034000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 369700 2118.072917 360 359 6.5 0 0 0.375 6.875 CERES CA 95307 Single Family 369700 20060401 79.99 No MI 100183000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 123496 643.2083333 360 359 5.875 0 0 0.375 6.25 DALLAS GA 30157 Single Family 123496 20060401 80.00 No MI 100032000000000000 2.25 20110301 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 136000 906.6666667 360 359 7.625 0 0 0.375 8 MCDONOUGH GA 30252 Single Family 136000 20060401 80.00 No MI 100032000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 142000 828.3333333 360 359 6.625 0 0 0.375 7 HAMPTON GA 30228 PUD 142000 20060401 80.00 No MI 100032000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 140850 733.59375 360 359 5.875 0 0 0.375 6.25 ATLANTA GA 30349 PUD 140850 20060401 79.99 No MI 100032000000000000 2.25 20110301 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 145800 850.5 360 359 6.625 0 0 0.375 7 ATLANTA GA 30349 PUD 145800 20060401 79.98 No MI 100032000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 120000 700 360 359 6.625 0 0 0.375 7 CONLEY GA 30288 Single Family 120000 20060401 80.00 No MI 100032000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 139992 918.6975 360 359 7.5 0 0 0.375 7.875 COVINGTON GA 30016 PUD 139992 20060401 80.00 No MI 100032000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 198785 1076.752083 360 359 6.125 0 0 0.375 6.5 POWDER SPRINGS GA 30127 PUD 198785 20060401 80.00 No MI 100032000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 133520 904.0416667 360 358 7.75 0 0 0.375 8.125 College Park GA 30349 PUD 133520 20060301 80.00 No MI 100032000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 100000 489.5833333 360 359 5.5 0 0 0.375 5.875 Woodstock GA 30189 PUD 100000 20060401 46.97 No MI 100032000000000000 2.25 20110301 10.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 226850 1441.442708 360 359 7.25 0 0 0.375 7.625 MESA AZ 85203 2-4 Family 226850 20060401 74.99 No MI 100183000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 182000 928.9583333 360 359 5.75 0 0 0.375 6.125 julian CA 92036 Single Family 182000 20060401 59.28 No MI 100074000000000000 2.25 20110301 11.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 221249 1175.385313 360 359 6 0 0 0.375 6.375 LAS VEGAS NV 89123 PUD 221249 20060401 80.00 No MI 100063000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 156000 812.5 360 359 5.875 0 0 0.375 6.25 Ocala FL 34474 PUD 156000 20060401 80.00 No MI 100022000000000000 2.25 20110301 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 417000 2258.75 360 359 6.125 0 0 0.375 6.5 ESCONDIDO CA 92027 Single Family 417000 20060401 76.52 No MI 100063000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 84000 437.5 360 359 5.875 0 0 0.375 6.25 Birmingham AL 35222 Single Family 84000 20060401 80.00 No MI 100022000000000000 2.25 20110301 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 410998 2226.239167 360 358 6.125 0 0 0.375 6.5 LAS VEGAS NV 89120 PUD 410998 20060301 80.00 No MI 100063000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 217552 1178.406667 360 359 6.125 0 0 0.375 6.5 LAS VEGAS NV 89149 Single Family 217552 20060401 80.00 No MI 100063000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 287563 1587.587396 360 359 6.25 0 0 0.375 6.625 LAS VEGAS NV 89139 PUD 287563 20060401 80.00 No MI 100063000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 360000 1987.5 360 359 6.25 0 0 0.375 6.625 LAS VEGAS NV 89123 Single Family 360000 20060401 80.00 No MI 100063000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 203992 1147.455 360 359 6.375 0 0 0.375 6.75 HENDERSON NV 89052 PUD 203992 20060401 80.00 No MI 100063000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 172250 1040.677083 360 360 6.875 0 0 0.375 7.25 Lakeside AZ 85929 Single Family 172250 20060501 65.00 No MI 100195000000000000 2.25 20110401 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G01 255552 1437.48 360 359 6.375 0 0 0.375 6.75 LAS VEGAS NV 89139 Single Family 255552 20060401 80.00 No MI 100063000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 166240 952.4166667 360 359 6.5 0 0 0.375 6.875 CO SPGS CO 80915 Single Family 166240 20060401 80.00 No MI 100063000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 255733.33 1465.13887 360 358 6.5 0 0 0.375 6.875 LAS VEGAS NV 89149 PUD 256000 20060301 80.00 No MI 100063000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 127500 889.84375 360 360 8 0 0 0.375 8.375 LAS VEGAS NV 89106 Condominium 127500 20060501 75.00 No MI 100414000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G01 256850 1498.291667 360 359 6.625 0 0 0.375 7 LAS VEGAS NV 89178 Single Family 256850 20060401 79.99 No MI 100063000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 644204 3757.856667 360 359 6.625 0 0 0.375 7 OCEANSIDE CA 92057 PUD 644204 20060401 70.00 No MI 100063000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 250000 1458.333333 360 360 6.625 0 0 0.375 7 HUNTINGTON BEACH CA 92648 PUD 250000 20060501 25.91 No MI 2.25 20110401 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 176000 1063.333333 360 360 6.875 0 0 0.375 7.25 Denver CO 80249 Single Family 176000 20060501 80.00 No MI 100095000000000000 2.25 20110401 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G01 340737 2023.125938 360 359 6.75 0 0 0.375 7.125 ROMOLAND CA 92585 Single Family 340737 20060401 80.00 No MI 100063000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 369281.56 2308.00975 360 358 7.125 0 0 0.375 7.5 ROMOLAND CA 92585 Single Family 369397 20060301 80.00 No MI 100063000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 267547 1477.082396 360 359 6.25 0 0 0.375 6.625 STOCKTON CA 95206 Single Family 267547 20060401 80.00 No MI 100063000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 272212 1502.837083 360 359 6.25 0 0 0.375 6.625 CULPEPER VA 22701 PUD 272212 20060401 80.00 No MI 100063000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 188000 1096.666667 360 360 6.625 0 0 0.375 7 TEMPLE HILLS MD 20748 Townhouse 188000 20060501 80.00 No MI 100289000000000000 2.25 20110401 13 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 258058.09 1397.814654 360 359 6.125 0 0 0.375 6.5 AURORA CO 80013 Single Family 258128 20060401 80.00 No MI 100063000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 209048 1110.5675 360 359 6 0 0 0.375 6.375 CO SPGS CO 80921 PUD 209048 20060401 80.00 No MI 100063000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 240000 1400 360 360 6.625 0 0 0.375 7 Alva FL 33920 Single Family 240000 20060501 72.95 No MI 100418000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360401 AFL2
GROUP II G02 251500 1336.09375 360 359 6 0 0 0.375 6.375 Jupiter FL 33458 Condominium 251500 20060401 79.99 No MI 100016000000000000 2.75 20110301 12.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 137600 817 360 359 6.75 0 0 0.375 7.125 Salt Lake City UT 84115 Single Family 137600 20060401 80.00 No MI 100016000000000000 2.75 20110301 13.125 2.375 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 649600 3992.333333 360 359 7 0 0 0.375 7.375 Fuquay Varina NC 27526 Single Family 649600 20060401 80.00 No MI 100016000000000000 2.25 20110301 13.375 2.375 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 370880 1931.666667 360 360 5.875 0 0 0.375 6.25 PALMDALE CA 93552 Single Family 370880 20060501 80.00 No MI 100057000000000000 2.25 20110401 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 184000 1188.333333 360 357 7.375 0 0 0.375 7.75 HAMPSTEAD MD 21074 Single Family 184000 20060201 80.00 No MI 010012800000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 192000 1340 360 359 8 0 0 0.375 8.375 ELLENWOOD GA 30294 PUD 192000 20060401 80.00 No MI 100204000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 145600 955.5 360 359 7.5 0 0 0.375 7.875 BLOUNT SPRINGS AL 35079 PUD 145600 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 82268.83 625.69 360 359 8 0 0 0.375 8.375 MABLETON GA 30126 Single Family 82320 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 115200 792 360 359 7.875 0 0 0.375 8.25 ELLENWOOD GA 30294 PUD 115200 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 160000 1116.666667 360 359 8 0 0 0.375 8.375 ATLANTA GA 30316 Single Family 160000 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 95920 659.45 360 359 7.875 0 0 0.375 8.25 ROCKMART GA 30153 Single Family 95920 20060401 80.00 No MI 010018500000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 144232 796.2808333 360 359 6.25 0 0 0.375 6.625 BRIGHTON CO 80601 PUD 144232 20060401 80.00 No MI 100063000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 319892 1966.002917 360 359 7 0 0 0.375 7.375 WOODSTOCK VA 22664 PUD 319892 20060401 80.00 No MI 100063000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 179432 1140.140833 360 359 7.25 0 0 0.375 7.625 ORANGE PARK FL 32065 Single Family 179432 20060401 80.00 No MI 100063000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 375350 2150.442708 360 359 6.5 0 0 0.375 6.875 ESCONDIDO CA 92027 Condominium 375350 20060401 71.45 No MI 100063000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 212000 1126.25 360 360 6 0 0 0.375 6.375 Las Vegas NV 89102 Single Family 212000 20060501 80.00 No MI 100195000000000000 2.25 20110401 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 111200 718.1666667 360 360 7.375 0 0 0.375 7.75 Louisville KY 40204 Single Family 111200 20060501 80.00 No MI 100331000000000000 2.25 20110401 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 192000 1120 360 360 6.625 0 0 0.375 7 Las Vegas NV 89110 Single Family 192000 20060501 80.00 No MI 100137000000000000 2.25 20110401 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 164000 1059.166667 360 360 7.375 0 0 0.375 7.75 KATY TX 77450 Single Family 164000 20060501 80.00 No MI 100199000000000000 2.25 20110401 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 139125 855.0390625 360 360 7 0 0 0.375 7.375 Aurora CO 80013 Single Family 139125 20060501 75.00 No MI 1001130-0602000145 2.25 20110401 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 379821 2096.928438 360 360 6.25 0 0 0.375 6.625 Oceanside CA 92056 PUD 379821 20060501 80.00 No MI 100166000000000000 2.25 20110401 11.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360401 AFL2
GROUP I G01 218400 1410.5 360 359 7.375 0 0 0.375 7.75 New Brunswick NJ 8901 Single Family 218400 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 312000 2177.5 360 359 8 0 0 0.375 8.375 Rockville MD 20850 Single Family 312000 20060401 80.00 No MI 100234000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 108000 585 360 359 6.125 0 0 0.375 6.5 New Port Richey FL 34652 Single Family 108000 20060401 80.00 No MI 100022000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 215924 1259.556667 360 359 6.625 0 0 0.375 7 Montgomery AL 36117 PUD 215924 20060401 95.00 GE Capital MI 100022000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 500000 2864.583333 360 359 6.5 0 0 0.375 6.875 Palmetto FL 34221 Single Family 500000 20060401 51.81 No MI 100022000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 295749.99 1601.979113 360 359 6.125 0 0 0.375 6.5 Lynn Haven FL 32444 PUD 295750 20060401 65.00 No MI 100022000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 103920 714.45 360 359 7.875 0 0 0.375 8.25 Punta Gorda FL 33983 Condominium 103920 20060401 80.00 No MI 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 477000 2782.5 360 359 6.625 0 0 0.375 7 LAS VEGAS NV 89123 PUD 477000 20060401 90.00 Radian Guaranty 010006300000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 107452.92 644.88 360 359 5.625 0 0 0.375 6 Cordova TN 38016 Single Family 107560 20060401 80.00 No MI 100022000000000000 2.25 20110301 11 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 304000 1710 360 359 6.375 0 0 0.375 6.75 Rockledge FL 32955 PUD 304000 20060401 80.00 No MI 100022000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 268000 1507.5 360 359 6.375 0 0 0.375 6.75 Beverly Hills FL 34465 PUD 268000 20060401 80.00 No MI 100022000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 148000 894.1666667 360 359 6.875 0 0 0.375 7.25 Cape Coral FL 33914 Condominium 148000 20060401 80.00 No MI 100022000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 149549 934.68125 360 359 7.125 0 0 0.375 7.5 JACKSONVILLE FL 32244 Single Family 149549 20060401 84.99 United Guaranty 100063000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 404712 2107.875 360 359 5.875 0 0 0.375 6.25 CULPEPER VA 22701 PUD 404712 20060401 80.00 No MI 100063000000000000 2.375 20080301 11.25 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360301 AFL2
GROUP II G02 346050 1802.34375 360 359 5.875 0 0 0.375 6.25 NORTH LAS VEGAS NV 89086 PUD 346050 20060401 79.99 No MI 100172000000000000 2.25 20110301 11.25 2 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 184735 1058.377604 360 359 6.5 0 0 0.375 6.875 W JORDAN UT 84088 Single Family 184735 20060401 80.00 No MI 100063000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 168000 1172.5 360 359 8 0 0 0.375 8.375 Norfolk VA 23502 Single Family 168000 20060401 80.00 No MI 100266000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 260000 1381.25 360 359 6 0 0 0.375 6.375 NORTH LAS VEGAS NV 89032 PUD 260000 20060401 80.00 No MI 100183000000000000 2.25 20110301 12.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 300600 1941.375 360 359 7.375 0 0 0.375 7.75 SEWICKLEY PA 15143 PUD 300600 20060401 79.99 No MI 100028000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 76669.82 569.64 360 359 7.75 0 0 0.375 8.125 DECATUR GA 30034 Condominium 76720 20060401 80.00 No MI 10003210000063237- 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 224000 1330 360 357 6.75 0 0 0.375 7.125 Desert Hot Springs CA 92240 2-4 Family 224000 20060201 80.00 No MI 100080000000000000 2.25 20110101 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 136352 724.37 360 359 6 0 0 0.375 6.375 College Park GA 30349 PUD 136352 20060401 80.00 No MI 100032000000000000 2.25 20130301 11.375 1.875 1 First Lien N Y 120 No_PP 360 84 N 20360301 AFL2
GROUP II G02 130800 708.5 360 359 6.125 0 0 0.375 6.5 KENNESAW GA 30152 PUD 130800 20060401 80.00 No MI 100032000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 363920 2539.858333 360 360 8 0 0 0.375 8.375 NEW PRAGUE MN 56071 Single Family 363920 20060501 80.00 No MI 100400000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 135835.79 893.09 360 359 6.5 0 0 0.375 6.875 KENNESAW GA 30152 PUD 135950 20060401 79.99 No MI 100032000000000000 2.25 20110301 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 417000 2215.3125 360 360 6 0 0 0.375 6.375 Rosemead CA 91770 Single Family 417000 20060501 78.38 No MI 1000960-0002600718 2.25 20110401 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 401250 2591.40625 360 360 7.375 0 0 0.375 7.75 Las Vegas NV 89148 Single Family 401250 20060501 75.00 No MI 100173000000000000 2.25 20110401 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 348000 2356.25 360 359 7.75 0 0 0.375 8.125 Chicago IL 60632 2-4 Family 348000 20060401 80.00 No MI 100221000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 185250 1254.296875 360 360 7.75 0 0 0.375 8.125 Deltona FL 32725 Single Family 185250 20060501 75.00 No MI 100173000000000000 2.25 20110401 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 612500 4274.739583 360 360 8 0 0 0.375 8.375 PARADISE VALLEY AZ 85253 Single Family 612500 20060501 70.00 No MI 100414000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 99000 690.9375 360 360 8 0 0 0.375 8.375 PHOENIX AZ 85033 Single Family 99000 20060501 75.00 No MI 100414000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 200797 1192.232188 360 360 6.75 0 0 0.375 7.125 Las Vegas NV 89115 PUD 200797 20060501 80.00 No MI 1001949-2410601730 2.25 20110401 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 158400 841.5 360 358 6 0 0 0.375 6.375 ATLANTA GA 30349 PUD 158400 20060301 79.98 No MI 100032000000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 53040 364.65 360 359 7.875 0 0 0.375 8.25 San Antonio TX 78227 PUD 53040 20060401 80.00 No MI 100307000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 147828 908.52625 360 360 7 0 0 0.375 7.375 JACKSONVILLE FL 32224 Condominium 147828 20060501 80.00 No MI 100057000000000000 2.25 20110401 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 89550 513.046875 360 359 6.5 0 0 0.375 6.875 Richmond VA 23228 Single Family 89550 20060401 69.99 No MI 100078000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 166400 936 360 359 6.375 0 0 0.375 6.75 MURRAY UT 84107 Condominium 166400 20060401 80.00 No MI 100125000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 221962 1456.625625 360 360 7.5 0 0 0.375 7.875 ORLANDO FL 32835 Condominium 221962 20060501 75.00 No MI 100057000000000000 2.25 20110401 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 243200 1190.666667 360 360 5.5 0 0 0.375 5.875 Rosamond CA 93560 Single Family 243200 20060501 80.00 No MI 100022000000000000 2.25 20110401 10.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360401 AFL2
GROUP II G02 178400 966.3333333 360 360 6.125 0 0 0.375 6.5 Mount Laurel NJ 8054 Single Family 178400 20060501 80.00 No MI 100077000000000000 2.25 20110401 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 132000 935 360 359 8.125 0 0 0.375 8.5 Buford GA 30519 Single Family 132000 20060401 80.00 No MI 100017000000000000 2.25 20110301 13.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 499664.5 3668.83 360 359 7.625 0 0 0.375 8 Newark NJ 7101 2-4 Family 500000 20060401 80.00 No MI 100234000000000000 2.25 20110301 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 367100 2141.416667 360 357 6.625 0 0 0.375 7 san diego CA 92101 Condominium 367100 20060201 80.00 No MI 100432000000000000 2.25 20110101 13 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 236400 1477.5 360 359 7.125 0 0 0.375 7.5 Hialeah FL 33013 Single Family 236400 20060401 79.89 No MI 100234000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 370857.27 2569.32 360 356 7 0 0 0.375 7.375 temecula CA 92592 PUD 372000 20060101 60.00 No MI 100432000000000000 2.25 20101201 13.375 1.875 2 First Lien N N 0 No_PP 360 60 N 20351201 AFL2
GROUP II G01 263500 1646.875 360 359 7.125 0 0 0.375 7.5 Piscataway NJ 8854 Single Family 263500 20060401 85.00 PMI 100234000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 300000 1995.91 360 360 6.625 0 0 0.375 7 Zanesville OH 43701 Single Family 300000 20060501 80.00 No MI 100022000000000000 2.25 20110401 12 1.875 1 First Lien N N 0 Prepay 360 60 N 20360401 AFL2
GROUP II G02 185600 1024.666667 360 359 6.25 0 0 0.375 6.625 Cottonwood Heights City UT 84121 Single Family 185600 20060401 80.00 No MI 000000003060217000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 207863.93 1544.4 360 359 7.75 0 0 0.375 8.125 Pleasantville NJ 8232 Single Family 208000 20060401 80.00 No MI 100234000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 396000 2557.5 360 360 7.375 0 0 0.375 7.75 Union City NJ 7087 2-4 Family 396000 20060501 90.00 PMI 100234000000000000 2.25 20110401 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360401 AFL2
GROUP I G01 224246 1144.588958 360 359 5.75 0 0 0.375 6.125 SOUTH JORDAN UT 84095 Single Family 224246 20060401 80.00 No MI 100063000000000000 2.375 20080301 11.125 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360301 AFL2
GROUP I G01 589760 3133.1 360 359 6 0 0 0.375 6.375 ASHBURN VA 20147 Single Family 589760 20060401 80.00 No MI 100063000000000000 2.375 20080301 11.375 2 1 First Lien N Y 120 No_PP 360 24 N 20360301 AFL2
GROUP I G01 369990 1965.571875 360 359 6 0 0 0.375 6.375 FAIRFIELD CA 94533 Single Family 369990 20060401 71.15 No MI 100063000000000000 2.375 20080301 11.375 2 1 First Lien N Y 120 No_PP 360 24 N 20360301 AFL2
GROUP I G01 283000 1532.916667 360 359 6.125 0 0 0.375 6.5 LAS VEGAS NV 89139 Single Family 283000 20060401 73.89 No MI 100063000000000000 2.375 20080301 11.5 2 1 First Lien N Y 120 No_PP 360 24 N 20360301 AFL2
GROUP II G02 318400 2023.166667 360 358 7.25 0 0 0.375 7.625 Houston TX 77056 PUD 318400 20060301 80.00 No MI 100039000000000000 2.75 20110201 13.625 2 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 325000 1794.270833 360 359 6.25 0 0 0.375 6.625 STOCKTON CA 95206 Single Family 325000 20060401 80.00 No MI 100063000000000000 2.375 20080301 11.625 2.375 1 First Lien N Y 120 No_PP 360 24 N 20360301 AFL2
GROUP I G01 204750 1151.71875 360 359 6.375 0 0 0.375 6.75 MARICOPA AZ 85239 Single Family 204750 20060401 79.99 No MI 100063000000000000 2.375 20080301 11.75 2 1 First Lien N Y 120 No_PP 360 24 N 20360301 AFL2
GROUP I G01 297620 1767.11875 360 358 6.75 0 0 0.375 7.125 LAS VEGAS NV 89149 Single Family 297620 20060301 80.00 No MI 100063000000000000 2.375 20080201 12.125 2 1 First Lien N Y 120 No_PP 360 24 N 20360201 AFL2
GROUP II G02 416999.98 2302.18739 360 358 6.25 0 0 0.375 6.625 SANTA ROSA CA 95403 Single Family 417000 20060301 79.73 No MI 1001459-0002907891 2.25 20110201 11.625 2 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 228000 1377.5 360 359 6.875 0 0 0.375 7.25 MESA AZ 85203 2-4 Family 228000 20060401 80.00 No MI 100183000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 472000 2704.166667 360 359 6.5 0 0 0.375 6.875 san jose CA 95112 Single Family 472000 20060401 80.00 No MI 100074000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 112500 785.15625 360 360 8 0 0 0.375 8.375 TACOMA WA 98409 Single Family 112500 20060501 75.00 No MI 100414000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 450000 2390.625 360 359 6 0 0 0.375 6.375 CASTRO VALLEY CA 94546 Single Family 450000 20060401 75.00 No MI 100074000000000000 2.375 20080301 11.375 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360301 AFL2
GROUP II G02 264550 1488.09375 360 358 6.375 0 0 0.375 6.75 ceres CA 95307 Single Family 264550 20060301 80.00 No MI 100074000000000000 2.25 20110201 11.75 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 119200 707.75 360 359 6.75 0 0 0.375 7.125 Lithia Springs GA 30122 Single Family 119200 20060401 80.00 No MI 100229000000000000 2.25 20110301 13.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 348750 2361.328125 360 360 7.75 0 0 0.375 8.125 Davie FL 33325 Single Family 348750 20060501 75.00 No MI 100203000000000000 2.25 20110401 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 188500 1138.854167 360 360 6.875 0 0 0.375 7.25 Desrt Hot Springs CA 92240 Single Family 188500 20060501 65.00 No MI 100199000000000000 2.25 20110401 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 179200 1194.666667 360 360 7.625 0 0 0.375 8 Show Low AZ 85901 Single Family 179200 20060501 70.00 No MI 010095000000000000 2.25 20110401 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G01 391200 2363.5 360 359 6.875 0 0 0.375 7.25 Concord MA 1742 Single Family 391200 20060401 80.00 No MI 100006000000000000 2.25 20110301 13.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 105600 704 360 359 7.625 0 0 0.375 8 Hilton Head SC 29926 Condominium 105600 20060401 80.00 No MI 100061000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 121220 681.8625 360 359 6.375 0 0 0.375 6.75 Aiken SD 29803 PUD 121220 20060401 65.00 No MI 100061000000000000 2.25 20110301 12.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 105000 590.625 360 359 6.375 0 0 0.375 6.75 Quincy MA 2170 Single Family 105000 20060401 26.25 No MI 100061000000000000 2.25 20110301 12.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 130590 734.56875 360 359 6.375 0 0 0.375 6.75 Myrtle Beach SC 29572 Condominium 130590 20060401 65.00 No MI 100061000000000000 2.25 20110301 12.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 294700 1442.802083 360 359 5.5 0 0 0.375 5.875 Clarksville MD 21029 PUD 294700 20060401 50.00 No MI 100061000000000000 2.25 20110301 11.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 392000 2205 360 359 6.375 0 0 0.375 6.75 Hilton Head SC 29926 PUD 392000 20060401 70.00 No MI 100061000000000000 2.25 20110301 12.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 230000 1365.625 360 359 6.75 0 0 0.375 7.125 West Warwick RI 2893 Condominium 230000 20060401 79.31 No MI 100061000000000000 2.25 20110301 13.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 50700 290.46875 360 359 6.5 0 0 0.375 6.875 Bluffton SC 29910 Condominium 50700 20060401 65.00 No MI 100061000000000000 2.25 20110301 12.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 241500 1408.75 360 360 6.625 0 0 0.375 7 Las Vegas NV 89139 PUD 241500 20060501 70.00 No MI 100096000000000000 2.25 20110401 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 340000 2494.8 360 360 7.625 0 0 0.375 8 DORCHESTER MA 2125 2-4 Family 340000 20060501 80.00 No MI 100095000000000000 2.25 20110401 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360401 AFL2
GROUP I G01 560000 3675 360 357 7.5 0 0 0.375 7.875 San Diego CA 92110 Single Family 560000 20060201 80.00 No MI 100246000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 127400 822.7916667 360 358 7.375 0 0 0.375 7.75 Romulus MI 48174 Single Family 127400 20060301 70.00 No MI 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 70400 476.6666667 360 357 7.75 0 0 0.375 8.125 Berea OH 44017 Single Family 70400 20060201 80.00 No MI 100266000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 243671.47 1790.39 360 358 7.625 0 0 0.375 8 Elgin IL 60120 2-4 Family 244000 20060301 80.00 No MI 100221000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 324700 2097.020833 360 357 7.375 0 0 0.375 7.75 MIDDLETOWN OH 45044 PUD 324700 20060201 80.00 No MI 100031000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G03 1137499.99 6279.947861 360 355 6.25 0 0 0.375 6.625 Laguna Beach CA 92651 2-4 Family 1137500 20051201 70.00 No MI 100163000000000000 2.25 20101101 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351101 AFL2
GROUP II G01 151500 725.9375 360 356 5.375 0 0 0.375 5.75 Middletown DE 19709 Single Family 151500 20060101 45.91 No MI 100070000000000000 2.25 20101201 10.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP II G01 58987.9 413.94 360 355 7.125 0 0 0.375 7.5 Markham IL 60426 Single Family 59200 20051201 80.00 No MI 100221000000000000 5.875 20101101 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20351101 AFL2
GROUP II G01 102934 654.0597917 360 357 7.25 0 0 0.375 7.625 Fort Worth TX 76131 PUD 102934 20060201 80.00 No MI 100404000000000000 2.25 20110101 12.625 5.5 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 94500 639.84375 360 358 7.75 0 0 0.375 8.125 Cincinnati OH 45213 2-4 Family 94500 20060301 75.00 No MI 100238000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G03 677500 4093.229167 360 358 6.875 0 0 0.375 7.25 JUNO BEACH FL 33408 2-4 Family 677500 20060301 73.24 No MI 100386000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP I G01 1387500 9105.46875 360 359 7.5 0 0 0.375 7.875 STATEN ISLAND NY 10304 Single Family 1387500 20060401 75.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 259200 1755 360 358 7.75 0 0 0.375 8.125 GLENDALE AZ 85310 PUD 259200 20060301 80.00 No MI 100386000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP I G01 108000 697.5 360 358 7.375 0 0 0.375 7.75 JACKSONVILLE FL 32205 Single Family 108000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G02 355722.28 2428.55 360 359 6.875 0 0 0.375 7.25 PLAINFIELD NJ 7060 2-4 Family 356000 20060401 80.00 No MI 1000612-0000532306 2.25 20110301 12.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 WALN
GROUP II G02 211900 1191.9375 360 358 6.375 0 0 0.375 6.75 FAIRFAX VA 22030 Condominium 211900 20060301 79.99 No MI 100386000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP I G01 63491.04 429.88725 360 358 7.75 0 0 0.375 8.125 LEXINGTON KY 40356 Townhouse 63500 20060301 82.47 YES 100331000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 63498.09 429.9349844 360 358 7.75 0 0 0.375 8.125 NICHOLASVILLE KY 40356 Townhouse 63500 20060301 82.47 Republic MIC 100221000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 67996.07 424.9754375 360 358 7.125 0 0 0.375 7.5 NICHOLASVILLE KY 40356 Townhouse 68000 20060301 80.00 No MI 100331000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 240000 1625 360 358 7.75 0 0 0.375 8.125 SAN BERNARDINO CA 92410 Single Family 240000 20060301 80.00 No MI 100414000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 200000 1354.166667 360 358 7.75 0 0 0.375 8.125 SAN BERNARDINO CA 92410 Single Family 200000 20060301 80.00 No MI 100414000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 125000 729.1666667 360 357 6.625 0 0 0.375 7 CONCORD CA 94519 Single Family 125000 20060201 28.74 No MI 100194000000000000 2.375 20080101 12 1.875 1 First Lien N Y 120 Prepay 360 24 N 20360101 AFL2
GROUP I G01 368000 2491.666667 360 357 7.75 0 0 0.375 8.125 Los Angeles CA 90047 2-4 Family 368000 20060201 80.00 No MI 100196000000000000 2.25 20110101 13.125 2 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 195526.98 1320.49 360 357 6.75 0 0 0.375 7.125 Fernley NV 89408 Single Family 196000 20060201 80.00 No MI 100102000000000000 2.25 20110101 12.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G01 109800 560.4375 360 358 5.75 0 0 0.375 6.125 Milwaukee WI 53202 Condominium 109800 20060301 54.90 No MI 100030000000000000 2.25 20110201 11.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 417000 2606.25 360 358 7.125 0 0 0.375 7.5 SILVER SPRING MD 20910 Single Family 417000 20060301 77.94 No MI 100293000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 1350000 8437.5 360 358 7.125 0 0 0.375 7.5 Williamsburg VA 23185 Single Family 1350000 20060301 75.00 No MI 100213000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 111937.75 641.310026 360 351 6.5 0 0 0.375 6.875 COVINGTON GA 30014 Single Family 112000 20050801 80.00 No MI 100030000000000000 2.75 20070701 12.875 1.875 2 First Lien N Y 120 No_PP 360 24 N 20350701 ALT1
GROUP I G01 194400 970.38 360 353 5.615 0 0 0.375 5.99 MURRIETA CA 92563 Condominium 194400 20051001 80.00 No MI 100225000000000000 4.99 20070901 11.99 2.375 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 210400 1073.916667 360 353 5.75 0 0 0.375 6.125 FEDERAL WAY WA 98023 Single Family 210400 20051001 80.00 No MI 100225000000000000 5.125 20070901 12.125 4.615 1 First Lien N Y 60 No_PP 360 24 N 20350901 ALT1
GROUP I G01 435798.65 1997.410479 360 350 5.125 0 0 0.375 5.5 BOULDER CREEK CA 95006 Single Family 436000 20050701 80.00 No MI 100225000000000000 4.5 20070601 11.5 4.75 1 First Lien N Y 60 Prepay 360 24 N 20350601 ALT1
GROUP I G01 432000 2070 360 353 5.375 0 0 0.375 5.75 UNION CITY CA 94587 Single Family 432000 20051001 80.00 No MI 100225000000000000 4.75 20070901 11.75 4.125 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 316000 1448.333333 360 353 5.125 0 0 0.375 5.5 HEMET CA 92545 Single Family 316000 20051001 80.00 No MI 100225000000000000 4.5 20070901 11.5 4.375 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 501496.04 2403.001858 360 355 5.375 0 0 0.375 5.75 CERRITOS CA 90703 Single Family 501500 20051201 85.00 No MI 100225000000000000 4.75 20071101 11.75 4.125 1 First Lien N Y 60 Prepay 360 24 N 20351101 ALT1
GROUP I G01 206400 1030.28 360 353 5.615 0 0 0.375 5.99 LA MIRADA CA 90638 Condominium 206400 20051001 80.00 No MI 100225000000000000 5.25 20070901 11.99 4.375 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 344800 1580.333333 360 353 5.125 0 0 0.375 5.5 ATASCADERO CA 93422 Single Family 344800 20051001 80.00 No MI 100225000000000000 4.5 20070901 11.5 4.875 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 487200 2233 360 353 5.125 0 0 0.375 5.5 WALNUT CA 91789 Single Family 487200 20051001 80.00 No MI 100225000000000000 4.75 20070901 11.5 4.125 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP I G01 480000 2550 360 355 6 0 0 0.375 6.375 SIMI VALLEY CA 93065 Single Family 480000 20051201 80.00 No MI 100225000000000000 5.375 20071101 12.375 4.375 1 First Lien N Y 60 Prepay 360 24 N 20351101 ALT1
GROUP I G01 102000 467.5 360 353 5.125 0 0 0.375 5.5 SPRINGVILLE UT 84663 PUD 102000 20051001 80.00 No MI 100225000000000000 4.5 20070901 11.5 5 1 First Lien N Y 60 Prepay 360 24 N 20350901 ALT1
GROUP II G01 54905.03 356.73 360 358 6.375 0 0 0.375 6.75 Harrington DE 19952 Single Family 55000 20060301 45.83 No MI 100213000000000000 2.25 20110201 11.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G03 551761.05 3866.66 360 357 7.125 0 0 0.375 7.5 Cedarhurst NY 11516 Single Family 553000 20060201 70.00 No MI 100163000000000000 2.25 20110101 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G03 454850 2842.8125 360 357 7.125 0 0 0.375 7.5 WARRENTON VA 20187 Condominium 454850 20060201 80.00 No MI 100028000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 502500 3297.65625 360 352 7.5 0 0 0.375 7.875 North Hollywood CA 91607 Single Family 502500 20050901 74.96 No MI 3.125 20060801 12 1.875 6 First Lien N Y 120 Prepay 360 12 N 20350801 AFL2
GROUP I G01 251195.56 1177.479188 360 352 5.25 0 0 0.375 5.625 RIVERSIDE CA 92504 Single Family 252000 20050901 80.00 No MI 100134000000000000 2.75 20070801 10.625 2.75 1 First Lien N Y 120 Prepay 360 24 N 20350801 ALT1
GROUP I G01 420000 2712.5 360 357 7.375 0 0 0.375 7.75 Miami FL 33131 Condominium 420000 20060201 70.00 No MI 100203000000000000 2.25 20110101 12.75 2.375 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 125600 837.3333333 360 357 7.625 0 0 0.375 8 Tampa FL 33603 Single Family 125600 20060201 80.00 No MI 100266000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G04 174096 870.48 360 356 5.625 0 0 0.375 6 Spring Hill TN 37174 PUD 174096 20060101 80.00 No MI 100016000000000000 2.25 20151201 12 1.875 2 First Lien N Y 120 No_PP 360 120 N 20351201 AFL2
GROUP I G01 341200 2345.75 360 358 7.875 0 0 0.375 8.25 Laveen AZ 85339 PUD 341200 20060301 74.99 No MI 100101000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 224000 1376.666667 360 357 7 0 0 0.375 7.375 Reno NV 89506 2-4 Family 224000 20060201 80.00 No MI 100125000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 240000 1625 360 358 7.75 0 0 0.375 8.125 New Brunswick NJ 8901 Single Family 240000 20060301 80.00 No MI 100234000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 149675.7 795.1521563 360 358 6 0 0 0.375 6.375 HENDERSON NV 89044 Single Family 150000 20060301 42.64 No MI 100057000000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 157000 1079.375 360 357 7.875 0 0 0.375 8.25 Coon Rapids MN 55433 Single Family 157000 20060201 79.96 No MI 100204000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 361600 2335.333333 360 357 7.375 0 0 0.375 7.75 WASHINGTON DC 20001 Single Family 361600 20060201 80.00 No MI 100213000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 275500 1721.875 360 356 7.125 0 0 0.375 7.5 FOUNTAIN HILLS AZ 85268 Single Family 275500 20060101 79.99 No MI 100183000000000000 2.25 20101201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP I G01 177199.9 1218.249313 360 357 7.875 0 0 0.375 8.25 CINCINNATI OH 45224 Single Family 177200 20060201 80.00 No MI 100204000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 138675 866.71875 360 358 7.125 0 0 0.375 7.5 SCOTTSDALE AZ 85257 Condominium 138675 20060301 75.00 No MI 100414000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 333750 2016.40625 360 357 6.875 0 0 0.375 7.25 BELTSVILLE MD 20705 Single Family 333750 20060201 75.00 No MI 100213000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 235600 1619.75 360 357 7.875 0 0 0.375 8.25 SMYRNA DE 19977 PUD 235600 20060201 79.99 No MI 100028000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 365000 2015.104167 360 357 6.25 0 0 0.375 6.625 BAKERSFIELD CA 93311 Single Family 365000 20060201 80.00 No MI 100057000000000000 2.25 20110101 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G04 242000 1260.416667 360 356 5.875 0 0 0.375 6.25 Phoenix AZ 85023 Single Family 242000 20060101 49.39 No MI 100016000000000000 2.25 20151201 12.25 1.875 2 First Lien N Y 120 No_PP 360 120 N 20351201 AFL2
GROUP II G01 264000 1650 360 357 7.125 0 0 0.375 7.5 Orlando FL 32832 PUD 264000 20060201 80.00 No MI 2.25 20110101 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G01 201600 1218 360 357 6.875 0 0 0.375 7.25 Dallas TX 75206 2-4 Family 201600 20060201 80.00 No MI 100195000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 59892.98 466.67 360 357 8.25 0 0 0.375 8.625 Lafayette IN 47905 Single Family 60000 20060201 75.00 No MI 100266000000000000 2.375 20080101 13.625 1.875 1 First Lien N N 0 No_PP 360 24 N 20360101 AFL2
GROUP II G03 680000 3683.333333 360 356 6.125 0 0 0.375 6.5 North Palm Beach FL 33408 Condominium 680000 20060101 80.00 No MI 100016000000000000 2.25 20101201 12.5 2 2 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP I G01 257863.99 1719.093267 360 357 7.625 0 0 0.375 8 ANTHEM AZ 85086 PUD 257864 20060201 80.00 No MI 100057000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 319200 1995 360 357 7.125 0 0 0.375 7.5 Denver CO 80203 Condominium 319200 20060201 80.00 No MI 100095000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 650000 3994.791667 360 357 7 0 0 0.375 7.375 RANCHO CUCAMONGA CA 91739 Single Family 650000 20060201 79.84 No MI 100057000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 111600 685.875 360 359 7 0 0 0.375 7.375 West Valley City UT 84120 Single Family 111600 20060401 80.00 No MI 100099000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 165063 1083.225938 360 358 7.5 0 0 0.375 7.875 RICHMOND VA 23233 Townhouse 165063 20060301 80.00 No MI 100028000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 120000 825 360 358 7.875 0 0 0.375 8.25 Grand Prairie TX 75052 PUD 120000 20060301 80.00 No MI 100293000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 258300 1560.5625 360 357 6.875 0 0 0.375 7.25 Las Vegas NV 89139 Single Family 258300 20060201 79.97 No MI 2.25 20110101 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 752808 5332.39 360 357 8.125 0 0 0.375 8.5 Hamilton VA 20158 Single Family 752808 20060201 80.00 No MI 100063000000000000 2.375 20080101 13.5 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP I G01 452751 2971.178438 360 358 7.5 0 0 0.375 7.875 BRENTWOOD CA 94513 PUD 452751 20060301 79.44 No MI 100057000000000000 2.25 20110201 12.875 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 273132 1394.11125 360 357 5.75 0 0 0.375 6.125 WESLEY CHAPEL FL 33544 PUD 273132 20060201 80.00 No MI 100057000000000000 2.25 20110101 11.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G04 294450 1656.28125 360 357 6.375 0 0 0.375 6.75 Reston VA 20190 Condominium 294450 20060201 65.00 No MI 100016000000000000 2.25 20160101 12.75 1.875 2 First Lien N Y 120 No_PP 360 120 N 20360101 AFL2
GROUP II G01 370500 2084.0625 360 358 6.375 0 0 0.375 6.75 DANVERS MA 1923 Single Family 370500 20060301 65.00 No MI 100095000000000000 2.25 20110201 12.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 195000 1096.875 360 358 6.375 0 0 0.375 6.75 Bourne MA 2532 Single Family 195000 20060301 65.00 No MI 100095000000000000 2.25 20110201 12.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 75200 501.3333333 360 358 7.625 0 0 0.375 8 Detroit MI 48238 2-4 Family 75200 20060301 80.00 No MI 100064000000000000 2.25 20110201 13 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 264368 1707.376667 360 357 7.375 0 0 0.375 7.75 ORLANDO FL 32828 Single Family 264368 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 700000 4593.75 360 357 7.5 0 0 0.375 7.875 Scottsdale AZ 85251 Condominium 700000 20060201 79.55 No MI 100195000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 450000 3093.75 360 359 7.875 0 0 0.375 8.25 North Bergen NJ 7047 2-4 Family 450000 20060401 75.00 No MI 100234000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 183700 1014.177083 360 354 6.25 0 0 0.375 6.625 CUMMING GA 30040 PUD 183700 20051101 79.98 No MI 100032000000000000 2.25 20101001 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351001 AFL2
GROUP I G01 248999.99 1374.687445 360 356 6.25 0 0 0.375 6.625 Vista CA 92084 Single Family 249000 20060101 50.82 No MI 100014000000000000 2.375 20071201 11.625 1.875 1 First Lien N Y 120 No_PP 360 24 N 20351201 AFL2
GROUP I G01 224799.99 1334.749941 360 357 6.75 0 0 0.375 7.125 BEAUMONT CA 92223 PUD 224800 20060201 80.00 No MI 100057000000000000 2.375 20080101 12.125 2 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP I G01 356000 2336.25 360 357 7.5 0 0 0.375 7.875 RANCHO CUCAMONGA CA 91730 Single Family 356000 20060201 80.00 No MI 100414000000000000 2.25 20110101 12.875 2 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 186521 1204.614792 360 357 7.375 0 0 0.375 7.75 Orlando FL 32837 Condominium 186521 20060201 80.00 No MI 100139000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 176000 1063.333333 360 354 6.875 0 0 0.375 7.25 Chicago IL 60617 2-4 Family 176000 20051101 80.00 No MI 100221000000000000 2.25 20101001 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20351001 AFL2
GROUP II G04 74999.12 476.5569083 360 356 7.25 0 0 0.375 7.625 Winter Haven FL 33880 Single Family 75000 20060101 75.00 No MI 100425000000000000 2.25 20151201 12.625 1.875 1 First Lien N Y 120 No_PP 360 120 N 20351201 AFL2
GROUP II G03 439729.33 2336.062066 360 357 6 0 0 0.375 6.375 MENIFEE CA 92584 PUD 439802 20060201 80.00 No MI 100057000000000000 2.25 20110101 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 231750 1419.46875 360 358 6.975 0 0 0.375 7.35 Burtonsville MD 20866 PUD 231750 20060301 75.00 No MI 100218000000000000 2.25 20110201 12.35 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 69600 471.25 360 359 7.75 0 0 0.375 8.125 Nashville TN 37206 Single Family 69600 20060401 80.00 No MI 100331000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 168750 1125 360 360 7.625 0 0 0.375 8 Chicago IL 60643 Single Family 168750 20060501 75.00 No MI 100185000000000000 2.25 20110401 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360401 AFL2
GROUP II G02 147000 857.5 360 360 6.625 0 0 0.375 7 Bakersfield CA 93304 Single Family 147000 20060501 70.00 No MI 100185000000000000 2.25 20110401 12 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360401 AFL2
GROUP II G02 198050 969.6197917 360 360 5.5 0 0 0.375 5.875 HIGHLANDS RANCH CO 80129 Condominium 198050 20060501 79.99 No MI 100047000000000000 2.25 20110401 10.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 416800 2344.5 360 360 6.375 0 0 0.375 6.75 Woodhaven NY 11421 2-4 Family 416800 20060501 80.00 No MI 1002711-0000018874 2.25 20110401 11.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360401 AFL2
GROUP I G01 86400 576 360 359 7.625 0 0 0.375 8 Forest Park GA 30297 Single Family 86400 20060401 80.00 No MI 100229000000000000 2.75 20110301 14 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 77000 513.3333333 360 359 7.625 0 0 0.375 8 Forest Park GA 30297 Single Family 77000 20060401 66.96 No MI 100229000000000000 2.75 20110301 14 2.375 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 350000 1786.458333 360 359 5.75 0 0 0.375 6.125 bethel island CA 94511 Single Family 350000 20060401 59.83 No MI 100074000000000000 2.25 20110301 11.125 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 324000 1991.25 360 358 7 0 0 0.375 7.375 Erie CO 80516 PUD 324000 20060301 80.00 No MI 100016000000000000 2.75 20110201 13.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 311200 1750.5 360 359 6.375 0 0 0.375 6.75 VACAVILLE CA 95688 Single Family 311200 20060401 80.00 No MI 100074000000000000 2.25 20110301 11.75 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 308000 2259.99 360 360 7.625 0 0 0.375 8 Alexandria VA 22303 Single Family 308000 20060501 80.00 No MI 100218000000000000 2.25 20110401 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360401 AFL2
GROUP II G01 206832 1271.155 360 359 7 0 0 0.375 7.375 Lorain OH 44053 Single Family 206832 20060401 80.00 No MI 100028000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 171996 1200.38875 360 359 8 0 0 0.375 8.375 Morrow OH 45152 PUD 171996 20060401 80.00 No MI 100028000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 270000 1462.5 360 360 6.125 0 0 0.375 6.5 Las Vegas NV 89102 Single Family 270000 20060501 60.54 No MI 100195000000000000 2.25 20110401 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 109893.09 668.37 360 359 5.75 0 0 0.375 6.125 DINUBA CA 93618 Single Family 110000 20060401 60.44 No MI 100183000000000000 2.25 20110301 11.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 260800 1575.666667 360 359 6.875 0 0 0.375 7.25 DENVER CO 80212 Single Family 260800 20060401 80.00 No MI 100125000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 146000 897.2916667 360 359 7 0 0 0.375 7.375 COLORADO SPRINGS CO 80919 Single Family 146000 20060401 80.00 No MI 100125000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 64800 438.75 360 360 7.75 0 0 0.375 8.125 LEXINGTON SC 29073 Single Family 64800 20060501 80.00 No MI 100252000000000000 2.25 20110401 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 467700 3166.71875 360 359 7.75 0 0 0.375 8.125 Gainesville VA 20155 Single Family 467700 20060401 80.00 No MI 100028000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 212488 1394.4525 360 359 7.5 0 0 0.375 7.875 Waxhaw NC 28173 Single Family 212488 20060401 80.00 No MI 100028000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 434035 2803.142708 360 359 7.375 0 0 0.375 7.75 Hagerstown MD 21742 Single Family 434035 20060401 80.00 No MI 100028000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 82320 557.375 360 359 7.75 0 0 0.375 8.125 Rochester MN 55901 Single Family 82320 20060401 80.00 No MI 100221000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 606400 4042.666667 360 359 7.625 0 0 0.375 8 Palm Coast FL 32137 Condominium 606400 20060401 80.00 No MI 100091000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 135787.18 927.76 360 358 6.875 0 0 0.375 7.25 LAWRENCEVILLE GA 30043 PUD 136000 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 235472 1496.228333 360 360 7.25 0 0 0.375 7.625 JACKSONVILLE FL 32256 Single Family 235472 20060501 80.00 No MI 100057000000000000 2.25 20110401 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G01 222000 1202.5 360 359 6.125 0 0 0.375 6.5 Citrus Heights CA 95621 Single Family 222000 20060401 64.35 No MI 100188000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 333600 2015.5 360 359 6.875 0 0 0.375 7.25 HYATTSVILLE MD 20783 Single Family 333600 20060401 80.00 No MI 100031000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 251250 1648.828125 360 360 7.5 0 0 0.375 7.875 GILBERT AZ 85296 PUD 251250 20060501 75.00 No MI 100414000000000000 2.25 20110401 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 212276 1326.725 360 359 7.125 0 0 0.375 7.5 LAVEEN AZ 85339 Single Family 212276 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 216000 1462.5 360 360 7.75 0 0 0.375 8.125 PHOENIX AZ 85015 Single Family 216000 20060501 80.00 No MI 100414000000000000 2.25 20110401 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G01 188000 1194.583333 360 359 7.25 0 0 0.375 7.625 Fredericksburg VA 22408 PUD 188000 20060401 80.00 No MI 100034000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 193600 1351.166667 360 360 8 0 0 0.375 8.375 Deland FL 32724 2-4 Family 193600 20060501 80.00 No MI 100091000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 278350 1594.713542 360 359 6.5 0 0 0.375 6.875 Stockton CA 95210 Single Family 278350 20060401 79.99 No MI 100034000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 68000 467.5 360 359 7.875 0 0 0.375 8.25 Houston TX 77072 PUD 68000 20060401 80.00 No MI 100034000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 332000 2075 360 359 7.125 0 0 0.375 7.5 Elizabeth NJ 7201 2-4 Family 332000 20060401 80.00 No MI 100034000000000000 2.25 20110301 13.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 264000 1650 360 360 7.125 0 0 0.375 7.5 GAITHERSBURG MD 20879 PUD 264000 20060501 80.00 No MI 100031000000000000 2.25 20110401 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 208000 1213.333333 360 359 6.625 0 0 0.375 7 Las Vegas NV 89142 Single Family 208000 20060401 80.00 No MI 100195000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 217000 1378.854167 360 360 7.25 0 0 0.375 7.625 Phoenix AZ 85085 Single Family 217000 20060501 70.00 No MI 100173000000000000 2.25 20110401 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 182000 1118.541667 360 360 7 0 0 0.375 7.375 Phoenix AZ 85018 Condominium 182000 20060501 80.00 No MI 100195000000000000 2.25 20110401 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G01 150000 750 360 359 5.625 0 0 0.375 6 BAKERSFIELD CA 93309 Single Family 150000 20060401 64.38 No MI 100183000000000000 2.25 20110301 12 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 138622 851.9477083 360 359 7 0 0 0.375 7.375 Minneapolis MN 55401 Condominium 138622 20060401 65.00 No MI 100173000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 400000 2083.333333 360 359 5.875 0 0 0.375 6.25 HALF MOON BAY CA 94019 Single Family 400000 20060401 52.29 No MI 100067000000000000 2.25 20110301 11.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 153200 1005.375 360 359 7.5 0 0 0.375 7.875 DENVER CO 80210 Single Family 153200 20060401 77.37 No MI 100076000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 365520 2551.025 360 359 8 0 0 0.375 8.375 NEW PRAGUE MN 56071 Single Family 365520 20060401 80.00 No MI 100400000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 365520 2551.025 360 359 8 0 0 0.375 8.375 NEW PRAGUE MN 56071 Single Family 365520 20060401 80.00 No MI 100400000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 142400 830.6666667 360 359 6.625 0 0 0.375 7 BUFORD GA 30519 PUD 142400 20060401 80.00 No MI 100293000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 130295.72 878.53 360 359 6.75 0 0 0.375 7.125 VERNAL UT 84078 Single Family 130400 20060401 80.00 No MI 100125000000000000 2.25 20110301 12.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 348000 2283.75 360 359 7.5 0 0 0.375 7.875 Jersey City NJ 7302 2-4 Family 348000 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 131361 916.7903125 360 360 8 0 0 0.375 8.375 PFLUGERVILLE TX 78660 PUD 131361 20060501 75.00 No MI 100199000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G01 73080 426.3 360 359 6.625 0 0 0.375 7 COLORADO SPRINGS CO 80918 Condominium 73080 20060401 80.00 No MI 100125000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 233600 1411.333333 360 359 6.875 0 0 0.375 7.25 DIAMOND VALLEY UT 84770 PUD 233600 20060401 80.00 No MI 100125000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 568180 3551.125 360 359 7.125 0 0 0.375 7.5 ALEXANDRIA VA 22303 PUD 568180 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 219064 1277.873333 360 360 6.625 0 0 0.375 7 INDIO CA 92203 PUD 219064 20060501 80.00 No MI 100057000000000000 2.25 20110401 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 180300 976.625 360 356 6.125 0 0 0.375 6.5 HOMESTEAD FL 33035 PUD 180300 20060101 79.96 No MI 100188000000000000 2.375 20071201 12.5 1.875 1 First Lien N Y 120 Prepay 360 24 N 20351201 AFL2
GROUP I G01 105750 682.96875 360 359 7.375 0 0 0.375 7.75 Woodstock GA 30189 Single Family 105750 20060401 75.00 No MI 100229000000000000 2.25 20110301 13.75 2 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 64000 446.6666667 360 359 8 0 0 0.375 8.375 Smithville OH 44276 Single Family 64000 20060401 80.00 No MI 100331000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 311250 2172.265625 360 359 8 0 0 0.375 8.375 Las Vegas NV 89135 PUD 311250 20060401 75.00 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 332800 2010.666667 360 359 6.875 0 0 0.375 7.25 ELKRIDGE MD 21075 Condominium 332800 20060401 79.99 No MI 100031000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 86775 560.421875 360 360 7.375 0 0 0.375 7.75 Lees Summit MO 64082 Single Family 86775 20060501 65.00 No MI 100425000000000000 2.25 20110401 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G01 56648.75 358.38 360 359 6.125 0 0 0.375 6.5 Saint Paul MN 55106 Single Family 56700 20060401 70.00 No MI 100432000000000000 2.25 20110301 11.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 200000 1291.666667 360 359 7.375 0 0 0.375 7.75 SPOTSYLVANIA VA 22553 Single Family 200000 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 152000 1029.166667 360 359 7.75 0 0 0.375 8.125 ATLANTA GA 30354 Single Family 152000 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 84800 538.8333333 360 359 7.25 0 0 0.375 7.625 JONESBORO GA 30238 Single Family 84800 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 128050 746.9583333 360 359 6.625 0 0 0.375 7 ATLANTA GA 30310 Single Family 128050 20060401 65.00 No MI 100185000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 182400 1026 360 359 6.375 0 0 0.375 6.75 ATLANTA GA 30360 Single Family 182400 20060401 80.00 No MI 100185000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 360000 2137.5 360 359 6.75 0 0 0.375 7.125 ROSWELL GA 30076 PUD 360000 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 222400 1274.166667 360 359 6.5 0 0 0.375 6.875 Fort Myers FL 33913 Condominium 222400 20060401 80.00 No MI 2.25 20110301 11.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 146400 899.75 360 359 7 0 0 0.375 7.375 Rockwall TX 75087 PUD 146400 20060401 80.00 No MI 100307000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 337000 1860.520833 360 359 6.25 0 0 0.375 6.625 ROSEVILLE CA 95678 Single Family 337000 20060401 79.29 No MI 100074000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 296731.51 1877.24 360 359 6.125 0 0 0.375 6.5 LOLETA CA 95551 Single Family 297000 20060401 60.00 No MI 100183000000000000 2.25 20110301 11.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 50050 276.3177083 360 359 6.25 0 0 0.375 6.625 BRIGHAM UT 84302 PUD 50050 20060401 70.99 No MI 100183000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 189600 1264 360 359 7.625 0 0 0.375 8 LAS VEGAS NV 89115 Single Family 189600 20060401 80.00 No MI 100183000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 224000 1540 360 359 7.875 0 0 0.375 8.25 PHOENIX AZ 85013 Single Family 224000 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 166500 1092.65625 360 359 7.5 0 0 0.375 7.875 LOUISVILLE KY 40242 Single Family 166500 20060401 90.00 Republic MIC 100331000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 87430 564.6520833 360 359 7.375 0 0 0.375 7.75 THORNTON CO 80229 PUD 87430 20060401 70.00 No MI 100113000000000000 2.25 20110301 12.75 1.875 2.75 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 197343 1336.176563 360 359 7.75 0 0 0.375 8.125 GREENWOOD IN 46143 Single Family 197343 20060401 75.00 No MI 100331000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 107456 570.86 360 358 6 0 0 0.375 6.375 Scottsdale AZ 85260 Condominium 107456 20060301 80.00 No MI 100195000000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 231000 1155 360 359 5.625 0 0 0.375 6 Hyattsville MD 20785 Single Family 231000 20060401 58.48 No MI 100031000000000000 2.25 20110301 11 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 336028 2240.186667 360 360 7.625 0 0 0.375 8 LAS VEGAS NV 89131 Single Family 336028 20060501 80.00 No MI 100057000000000000 2.25 20110401 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G01 270000 1546.875 360 359 6.5 0 0 0.375 6.875 LAS VEGAS NV 89144 PUD 270000 20060401 75.00 No MI 100183000000000000 2.25 20110301 12.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 700000 4447.916667 360 359 7.25 0 0 0.375 7.625 WILMETTE IL 60091 Single Family 700000 20060401 70.00 No MI 100087000000000000 2.25 20110301 13.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 158000 921.6666667 360 360 6.625 0 0 0.375 7 Las Vegas NV 89108 Condominium 158000 20060501 80.00 No MI 100195000000000000 2.25 20110401 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 290000 1540.625 360 359 6 0 0 0.375 6.375 Los Angeles CA 90037 Single Family 290000 20060401 63.74 No MI 1000407-0010600206 2.375 20080301 11.375 1.875 1 First Lien N Y 120 Prepay 360 24 N 20360301 AFL2
GROUP I G01 624000 4355 360 359 8 0 0 0.375 8.375 WHITTIER CA 90606 2-4 Family 624000 20060401 80.00 No MI 100311000000000000 2.25 20110301 13.375 2 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 280000 1633.333333 360 359 6.625 0 0 0.375 7 SANTA ANA CA 92701 Condominium 280000 20060401 80.00 No MI 100087000000000000 2.25 20110301 13 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 60200 420.1458333 360 359 8 0 0 0.375 8.375 COLUMBUS OH 43211 Single Family 60200 20060401 77.18 No MI 100331000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 342992.09 2638.91 360 359 8.125 0 0 0.375 8.5 Brockton MA 2301 2-4 Family 343200 20060401 79.83 No MI 100022000000000000 2.25 20110301 13.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G03 672000 3850 360 359 6.5 0 0 0.375 6.875 ATLANTA GA 30318 PUD 672000 20060401 80.00 No MI 100185000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 204000 1253.75 360 359 7 0 0 0.375 7.375 Atlanta GA 30310 Single Family 204000 20060401 80.00 No MI 010018500000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 172000 1092.916667 360 359 7.25 0 0 0.375 7.625 ATLANTA GA 30318 PUD 172000 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 114479.15 820.72 360 359 7.375 0 0 0.375 7.75 MARIETTA GA 30064 PUD 114560 20060401 80.00 No MI 010018500000000000 2.25 20110301 12.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 255750 1545.15625 360 359 6.875 0 0 0.375 7.25 DENVER CO 80202 Condominium 255750 20060401 75.00 No MI 100414000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 216181.87 1306.098798 360 359 6.875 0 0 0.375 7.25 MARICOPA AZ 85249 PUD 216281 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 200844.53 1422.59 360 359 7.25 0 0 0.375 7.625 BEAVERTON OR 97007 Condominium 200990 20060401 74.99 No MI 100414000000000000 2.25 20110301 12.625 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G03 420000 2406.25 360 359 6.5 0 0 0.375 6.875 Kissimmee FL 34746 PUD 420000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 197050 1375.244792 360 359 8 0 0 0.375 8.375 PHOENIX AZ 85041 PUD 197050 20060401 79.98 No MI 1001993-0000635032 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 174200 979.875 360 359 6.375 0 0 0.375 6.75 Pembroke Pines FL 33024 PUD 174200 20060401 65.00 No MI 100234000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 520000 3358.333333 360 359 7.375 0 0 0.375 7.75 Woodhaven NY 11421 2-4 Family 520000 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 252300 1576.875 360 359 7.125 0 0 0.375 7.5 DOUGLASVILLE GA 30135 PUD 252300 20060401 64.99 No MI 100185000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 116919.48 848.33 360 359 7.5 0 0 0.375 7.875 Jacksonville FL 32223 Single Family 117000 20060401 90.00 PMI 100264000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 89538.34 649.66 360 359 7.5 0 0 0.375 7.875 RIVERDALE GA 30274 Single Family 89600 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 319600 2197.25 360 360 7.875 0 0 0.375 8.25 Naples FL 34120 Single Family 319600 20060501 80.00 No MI 100185000000000000 2.25 20110401 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360401 AFL2
GROUP I G01 573050 3104.020833 360 359 6.125 0 0 0.375 6.5 Dallas TX 75205 Single Family 573050 20060401 80.00 No MI 100054000000000000 2.25 20130301 11.5 1.875 2 First Lien N Y 120 Prepay 360 84 N 20360301 AFL2
GROUP II G01 212000 1280.833333 360 359 6.875 0 0 0.375 7.25 Henderson NV 89015 Single Family 212000 20060401 80.00 No MI 100096000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 189120 1083.5 360 359 6.5 0 0 0.375 6.875 Rifle CO 81650 Single Family 189120 20060401 80.00 No MI 100095000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 333900 2156.4375 360 359 7.375 0 0 0.375 7.75 Herndon VA 20171 Condominium 333900 20060401 80.00 No MI 100031000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 182864.18 1279.57 360 359 7.125 0 0 0.375 7.5 HAVERHILL MA 1830 Single Family 183000 20060401 69.98 No MI 100095000000000000 2.25 20110301 13.5 1.875 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 206400 1290 360 359 7.125 0 0 0.375 7.5 VANCOUVER WA 98665 Single Family 206400 20060401 80.00 No MI 100074000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 77675 543.11 360 360 7.125 0 0 0.375 7.5 Chicago IL 60643 Single Family 77675 20060501 65.00 No MI 100425000000000000 2.25 20110401 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360401 AFL2
GROUP II G02 85600 570.6666667 360 359 7.625 0 0 0.375 8 PHOENIX AZ 85012 Condominium 85600 20060401 80.00 No MI 100183000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 304000 1868.333333 360 359 7 0 0 0.375 7.375 LAS VEGAS NV 89146 Single Family 304000 20060401 80.00 No MI 100183000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 134860 772.6354167 360 359 6.5 0 0 0.375 6.875 SAN ANTONIO TX 78247 PUD 134860 20060401 80.00 No MI 100076000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 341000 2237.8125 360 359 7.5 0 0 0.375 7.875 ENGLEWOOD NJ 7631 2-4 Family 341000 20060401 64.95 No MI 100247000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 362000 2375.625 360 359 7.5 0 0 0.375 7.875 ENGLEWOOD NJ 7631 2-4 Family 362000 20060401 63.51 No MI 100247000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 102350 682.3333333 360 359 7.625 0 0 0.375 8 Saint Clair Shores MI 48082 Single Family 102350 20060401 74.98 No MI 100185000000000000 2.25 20110301 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 234000 1462.5 360 359 7.125 0 0 0.375 7.5 Cottonwood AZ 86326 Single Family 234000 20060401 80.00 No MI 100195000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 175200 985.5 360 359 6.375 0 0 0.375 6.75 Richardson TX 75082 Single Family 175200 20060401 80.00 No MI 100307000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 89925 608.8671875 360 359 7.75 0 0 0.375 8.125 Eloy AZ 85231 Single Family 89925 20060401 75.00 No MI 100238000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 288000 1650 360 359 6.5 0 0 0.375 6.875 PEYTON CO 80831 PUD 288000 20060401 80.00 No MI 100021000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 281600 1730.666667 360 359 7 0 0 0.375 7.375 Paterson NJ 7501 2-4 Family 281600 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 136500 838.90625 360 359 7 0 0 0.375 7.375 Thornton CO 80229 Single Family 136500 20060401 70.00 No MI 100185000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 174641.38 1328.23 360 359 8 0 0 0.375 8.375 DALLAS TX 75214 2-4 Family 174750 20060401 75.00 No MI 100199000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 324000 1957.5 360 359 6.875 0 0 0.375 7.25 Rockaway Twp. NJ 7801 Single Family 324000 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 1125000 7851.5625 360 359 8 0 0 0.375 8.375 Glenview IL 60025 Single Family 1125000 20060401 75.00 No MI 100400000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 172500 1167.96875 360 359 7.75 0 0 0.375 8.125 Newark NJ 7105 Condominium 172500 20060401 75.00 No MI 100234000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 175890.6 1337.73 360 359 8 0 0 0.375 8.375 Pleasantville NJ 8232 Single Family 176000 20060401 80.00 No MI 100234000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 199986 1249.9125 360 359 7.125 0 0 0.375 7.5 Severance CO 80546 PUD 199986 20060401 80.00 No MI 100226000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 346500 2093.4375 360 356 6.875 0 0 0.375 7.25 Lakeport CA 95453 Single Family 346500 20060101 70.00 No MI 100432000000000000 2.25 20101201 13.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP II G01 637000 3782.1875 360 359 6.75 0 0 0.375 7.125 NORTH HOLLYWOOD CA 91605 2-4 Family 637000 20060401 65.00 No MI 100311000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 299000 1713.020833 360 359 6.5 0 0 0.375 6.875 Paterson NJ 7513 2-4 Family 299000 20060401 65.00 No MI 100234000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 163483.6 1118.77 360 356 6.875 0 0 0.375 7.25 Sanger TX 76266 Single Family 164000 20060101 80.00 No MI 100432000000000000 2.25 20101201 12.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20351201 AFL2
GROUP II G03 674000 3861.458333 360 359 6.5 0 0 0.375 6.875 ALLENHURST NJ 7711 Single Family 674000 20060401 69.48 No MI 100139000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 135821.46 1009.8 360 358 7.75 0 0 0.375 8.125 Saint Paul MN 55106 Single Family 136000 20060301 80.00 No MI 100261000000000000 4.625 20110201 14.125 1.875 2 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 131200 792.6666667 360 359 6.875 0 0 0.375 7.25 Lewisburg TN 37091 Single Family 131200 20060401 80.00 No MI 1000608-0602003927 2.25 20110301 12.25 4.25 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 179888.12 1368.13 360 359 8 0 0 0.375 8.375 Minneapolis MN 55416 Single Family 180000 20060401 80.00 No MI 1000608-0602003966 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 163692 886.665 360 359 6.125 0 0 0.375 6.5 LEXINGTON KY 40509 Single Family 163692 20060401 80.00 No MI 100331000000000000 2.25 20090301 12.5 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360301 AFL2
GROUP II G03 1030250 6439.0625 360 358 7.125 0 0 0.375 7.5 Alamo CA 94507 Single Family 1030250 20060301 65.00 No MI 100034000000000000 2.25 20110201 13.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 424000 2782.5 360 358 7.5 0 0 0.375 7.875 San Bernardino CA 92404 2-4 Family 424000 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 416000 2730 360 358 7.5 0 0 0.375 7.875 San Bernardino CA 92404 2-4 Family 416000 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 1495000 9032.291667 360 359 6.875 0 0 0.375 7.25 Miami FL 33131 Condominium 1495000 20060401 65.00 No MI 100034000000000000 2.25 20110301 13.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 236400 1477.5 360 359 7.125 0 0 0.375 7.5 Victorville CA 92395 Single Family 236400 20060401 80.00 No MI 100034000000000000 2.25 20110301 13.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 41930 318.7 360 360 8 0 0 0.375 8.375 Killeen TX 76541 2-4 Family 41930 20060501 70.00 No MI 100425000000000000 2.25 20110401 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360401 AFL2
GROUP II G03 960000 6000 360 359 7.125 0 0 0.375 7.5 Salt Lake City UT 84103 PUD 960000 20060401 80.00 No MI 100034000000000000 2.25 20110301 13.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 928000 6380 360 359 7.875 0 0 0.375 8.25 Los Angeles CA 90019 2-4 Family 928000 20060401 80.00 No MI 100034000000000000 2.25 20110301 14.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 495440 3096.5 360 359 7.125 0 0 0.375 7.5 Chicago IL 60611 Condominium 495440 20060401 80.00 No MI 100034000000000000 2.25 20110301 13.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 380000 2652.083333 360 360 8 0 0 0.375 8.375 ESCONDIDO CA 92027 Single Family 380000 20060501 80.00 No MI 100400000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 288000 1710 360 360 6.75 0 0 0.375 7.125 MC KINNEY TX 75071 Single Family 288000 20060501 80.00 No MI 100252000000000000 2.25 20110401 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 118400 801.6666667 360 360 7.75 0 0 0.375 8.125 LEXINGTON SC 29072 Single Family 118400 20060501 80.00 No MI 10025180014059003- 2.25 20110401 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 91350 551.90625 360 359 6.875 0 0 0.375 7.25 SPRING TX 77318 PUD 91350 20060401 64.99 No MI 100425000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 180000 1237.5 360 359 7.875 0 0 0.375 8.25 Littleton CO 80124 Single Family 180000 20060401 80.00 No MI 100266000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 117600 808.5 360 360 7.875 0 0 0.375 8.25 CINCINNATI OH 45240 Single Family 117600 20060501 80.00 No MI 100331000000000000 2.25 20110401 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 111898.75 707.92 360 359 6.125 0 0 0.375 6.5 Minneapolis MN 55407 Single Family 112000 20060401 70.00 No MI 100432000000000000 2.25 20110301 11.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 120000 837.5 360 360 8 0 0 0.375 8.375 Tucson AZ 85746 Single Family 120000 20060501 80.00 No MI 100101000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 62000 413.3333333 360 359 7.625 0 0 0.375 8 Lithonia GA 30038 Single Family 62000 20060401 69.99 No MI 100185000000000000 2.25 20110301 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 212000 1479.583333 360 360 8 0 0 0.375 8.375 Englewood FL 34223 Single Family 212000 20060501 80.00 No MI 100035000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 147120 1011.45 360 359 7.875 0 0 0.375 8.25 VERO BEACH FL 32962 Single Family 147120 20060401 80.00 No MI 010019900000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 141134 808.5802083 360 359 6.5 0 0 0.375 6.875 Phoenix AZ 85008 PUD 141134 20060401 70.00 No MI 1001699-0015400344 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 360000 2062.5 360 359 6.5 0 0 0.375 6.875 Highland CA 92346 Single Family 360000 20060401 80.00 No MI 100096000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 64000 426.6666667 360 359 7.625 0 0 0.375 8 Sebring FL 33872 Single Family 64000 20060401 80.00 No MI 100016000000000000 2.75 20110301 14 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 165272 964.0866667 360 359 6.625 0 0 0.375 7 Bluffton SC 29910 PUD 165272 20060401 80.00 No MI 100016000000000000 2.25 20110301 13 2.375 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 192724 1204.525 360 352 7.125 0 0 0.375 7.5 Atlanta GA 30331 PUD 192724 20050901 71.14 No MI 100016000000000000 2.25 20100801 13.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20350801 AFL2
GROUP II G03 468000 2583.75 360 359 6.25 0 0 0.375 6.625 Elloree SC 29047 Single Family 468000 20060401 80.00 No MI 100229000000000000 2.25 20110301 12.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 383500 2117.239583 360 359 6.25 0 0 0.375 6.625 Rohnert Park CA 94928 Single Family 383500 20060401 65.00 No MI 100016000000000000 2.25 20110301 12.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 129200 646 360 359 5.625 0 0 0.375 6 Birmingham AL 35242 Single Family 129200 20060401 80.00 No MI 100229000000000000 2.38 20080301 11 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360301 AFL2
GROUP II G03 428000 2719.583333 360 359 7.25 0 0 0.375 7.625 Orange Beach AL 36561 Condominium 428000 20060401 80.00 No MI 100229000000000000 2.25 20110301 13.625 2.005 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 232475 1259.239583 360 359 6.125 0 0 0.375 6.5 Galveston TX 77554 Condominium 232475 20060401 79.99 No MI 100016000000000000 2.25 20110301 12.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 108000 765 360 359 8.125 0 0 0.375 8.5 Destin FL 32541 Condominium 108000 20060401 80.00 No MI 100229000000000000 2.25 20110301 14.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 297891.05 1799.758427 360 358 6.875 0 0 0.375 7.25 Brockton MA 2302 Single Family 300000 20060301 73.17 No MI 100016000000000000 2.25 20110201 13.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 137200 957.5416667 360 359 8 0 0 0.375 8.375 Colorado Springs CO 80920 Single Family 137200 20060401 80.00 No MI 100030000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 130558 734.38875 360 359 6.375 0 0 0.375 6.75 Pooler GA 31322 PUD 130558 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 417000 2041.5625 360 358 5.5 0 0 0.375 5.875 South Boston MA 2127 Single Family 417000 20060301 77.94 No MI 100016000000000000 2.25 20110201 11.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 320000 1933.333333 360 359 6.875 0 0 0.375 7.25 Leesburg VA 20176 PUD 320000 20060401 80.00 No MI 100230000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 164800 1150.166667 360 359 8 0 0 0.375 8.375 Henderson NV 89015 Single Family 164800 20060401 80.00 No MI 100195000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 340000 2372.916667 360 360 8 0 0 0.375 8.375 Fort Lauderdale FL 33304 2-4 Family 340000 20060501 80.00 No MI 2.25 20110401 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G01 58400 358.9166667 360 359 7 0 0 0.375 7.375 LOUISVILLE KY 40207 Condominium 58400 20060401 80.00 No MI 100331000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 340000 2372.916667 360 360 8 0 0 0.375 8.375 Fort Lauderdale FL 33304 2-4 Family 340000 20060501 80.00 No MI 100022000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 139850 728.3854167 360 358 5.875 0 0 0.375 6.25 Buford GA 30519 PUD 139850 20060301 64.98 No MI 100032000000000000 2.25 20110201 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 417000 2432.5 360 359 6.625 0 0 0.375 7 Chesapeake MD 20732 Single Family 417000 20060401 74.51 No MI 100031000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 1056808.25 7851.91 360 359 7.75 0 0 0.375 8.125 AUSTIN TX 78746 PUD 1057500 20060401 75.00 No MI 100199000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 107150 703.171875 360 359 7.5 0 0 0.375 7.875 Powder Springs GA 30127 PUD 107150 20060401 74.98 No MI 100185000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 58500 365.625 360 359 7.125 0 0 0.375 7.5 Baltimore MD 21213 2-4 Family 58500 20060401 65.00 No MI 100173000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 58500 365.625 360 359 7.125 0 0 0.375 7.5 Baltimore MD 21213 2-4 Family 58500 20060401 65.00 No MI 100173000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 186254.59 1271.58 360 359 6.875 0 0 0.375 7.25 Lockport IL 60441 Single Family 186400 20060401 79.32 No MI 1001132-0013548383 2.25 20110301 12.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 166400 1144 360 359 7.875 0 0 0.375 8.25 Phoenix AZ 85043 Single Family 166400 20060401 80.00 No MI 100256000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 334100 1809.708333 360 359 6.125 0 0 0.375 6.5 Suitland MD 20746 Single Family 334100 20060401 80.00 No MI 100031000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 54000 371.25 360 359 7.875 0 0 0.375 8.25 Phoenix AZ 85018 Condominium 54000 20060401 80.00 No MI 1001949-7210601719 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 184000 1150 360 359 7.125 0 0 0.375 7.5 Chandler AZ 85224 Single Family 184000 20060401 80.00 No MI 1001949-7210601642 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 139920 932.8 360 359 7.625 0 0 0.375 8 Riverview FL 33569 PUD 139920 20060401 80.00 No MI 100266000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 258843.09 1991.49 360 359 8.125 0 0 0.375 8.5 LONG BRANCH NJ 7740 Single Family 259000 20060401 70.00 No MI 1002466-0601200002 2.25 20110301 13.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 262500 1832.03125 360 359 8 0 0 0.375 8.375 Las Vegas NV 89148 PUD 262500 20060401 75.00 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 207200 1446.083333 360 359 8 0 0 0.375 8.375 PHOENIX AZ 85053 Single Family 207200 20060401 80.00 No MI 100414000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 999950 5833.041667 360 359 6.625 0 0 0.375 7 FOUNTAIN HILLS AZ 85268 Single Family 999950 20060401 66.66 No MI 100414000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 432000 2430 360 359 6.375 0 0 0.375 6.75 CHANDLER AZ 85224 Single Family 432000 20060401 80.00 No MI 100414000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 170720 995.8666667 360 359 6.625 0 0 0.375 7 GREELEY CO 80634 PUD 170720 20060401 80.00 No MI 100414000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 296250 1882.421875 360 359 7.25 0 0 0.375 7.625 PEORIA AZ 85383 PUD 296250 20060401 75.00 No MI 100414000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 264000 1622.5 360 359 7 0 0 0.375 7.375 MARICOPA AZ 85239 Single Family 264000 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 412000 2403.333333 360 360 6.625 0 0 0.375 7 ANTELOPE CA 95843 Single Family 412000 20060501 80.00 No MI 100414000000000000 2.25 20110401 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP I G01 300000 2062.5 360 359 7.875 0 0 0.375 8.25 CHANDLER AZ 85226 Single Family 300000 20060401 80.00 No MI 100414000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 460000 2827.083333 360 359 7 0 0 0.375 7.375 CHANDLER AZ 85226 Single Family 460000 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 264000 1622.5 360 359 7 0 0 0.375 7.375 Scottsdale AZ 85258 PUD 264000 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 93535.59 678.66 360 359 7.5 0 0 0.375 7.875 CONVERSE TX 78109 Single Family 93600 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 380000 2572.916667 360 359 7.75 0 0 0.375 8.125 GLENDALE AZ 85310 PUD 380000 20060401 80.00 No MI 100150000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 77789.27 531.07 360 359 6.875 0 0 0.375 7.25 Humble TX 77346 PUD 77850 20060401 64.96 No MI 100425000000000000 2.25 20110301 12.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 776000 5092.5 360 359 7.5 0 0 0.375 7.875 Hialeah FL 33016 Single Family 776000 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 225000 1289.0625 360 359 6.5 0 0 0.375 6.875 Las Vegas NV 89113 Single Family 225000 20060401 75.00 No MI 010009600000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 348000 2211.25 360 358 7.25 0 0 0.375 7.625 Mesa AZ 85203 2-4 Family 348000 20060301 80.00 No MI 100195000000000000 2.75 20110201 13.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 350396 2335.973333 360 359 7.625 0 0 0.375 8 MENIFEE CA 92584 PUD 350396 20060401 80.00 No MI 100057000000000000 2.25 20110301 13 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 239200 1495 360 359 7.125 0 0 0.375 7.5 ATL GA 30310 Single Family 239200 20060401 80.00 No MI 100400000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 155650 1005.239583 360 359 7.375 0 0 0.375 7.75 Union City GA 30291 PUD 155650 20060401 74.99 No MI 100185000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 105000 721.875 360 359 7.875 0 0 0.375 8.25 Denver CO 80221 Single Family 105000 20060401 75.00 No MI 100185000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 302303 1857.903854 360 360 7 0 0 0.375 7.375 LAS VEGAS NV 89131 PUD 302303 20060501 80.00 No MI 100057000000000000 2.37 20110401 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G01 212670 1262.728125 360 359 6.75 0 0 0.375 7.125 NORTH LAS VEGAS NV 89084 PUD 212670 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.125 1.995 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 146950 979.6666667 360 359 7.625 0 0 0.375 8 Boca Raton FL 33431 Condominium 146950 20060401 74.59 No MI 100185000000000000 2.25 20110301 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 86100 484.3125 360 359 6.375 0 0 0.375 6.75 Clovis NM 88101 Single Family 86100 20060401 69.49 No MI 100185000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 141000 940 360 359 7.625 0 0 0.375 8 Boca Raton FL 33431 Condominium 141000 20060401 75.00 No MI 100185000000000000 2.25 20110301 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 138650 938.7760417 360 359 7.75 0 0 0.375 8.125 Pensacola FL 32506 Single Family 138650 20060401 74.99 No MI 100185000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 264000 1842.5 360 359 8 0 0 0.375 8.375 BURNSVILLE MN 55306 PUD 264000 20060401 80.00 No MI 100400000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 103920 627.85 360 358 6.875 0 0 0.375 7.25 LILBURN GA 30047 Single Family 103920 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 133600 876.75 360 359 7.5 0 0 0.375 7.875 Colorado Springs CO 80911 Single Family 133600 20060401 80.00 No MI 100173000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 204000 1296.25 360 359 7.25 0 0 0.375 7.625 Everett WA 98208 Single Family 204000 20060401 75.00 No MI 100173000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 94250 579.2447917 360 359 7 0 0 0.375 7.375 Portage MI 49024 Single Family 94250 20060401 65.00 No MI 100145000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 136085.09 917.56 360 359 6.75 0 0 0.375 7.125 Sebring FL 33875 Single Family 136194 20060401 70.00 No MI 100203000000000000 2.25 20110301 12.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 325000 1726.5625 360 360 6 0 0 0.375 6.375 BOSTON MA 2128 2-4 Family 325000 20060501 65.00 No MI 1001026-0040052271 2.25 20110401 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 115600 758.625 360 359 7.5 0 0 0.375 7.875 Conroe TX 77385 PUD 115600 20060401 74.98 No MI 100115000000000000 2.75 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 97350 638.859375 360 359 7.5 0 0 0.375 7.875 Houston TX 77288 PUD 97350 20060401 75.00 No MI 100115000000000000 2.25 20110301 12.875 2.375 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 262500 1585.9375 360 358 6.875 0 0 0.375 7.25 Fort Lauderdale FL 33311 Single Family 262500 20060301 72.92 No MI 010037800000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 56000 326.6666667 360 358 6.625 0 0 0.375 7 Jacksonville FL 32254 Single Family 56000 20060301 70.00 No MI 100378000000000000 2.25 20110201 12 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 262642.4 1668.873583 360 358 7.25 0 0 0.375 7.625 Las Vegas NV 89141 PUD 262642.4 20060301 80.00 No MI 100378000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 248740.86 1635.42 360 359 6.5 0 0 0.375 6.875 Kissimmee FL 34746 PUD 248950 20060401 65.17 No MI 1003780-0000312441 2.375 20080301 11.875 1.875 1 First Lien N N 0 Prepay 360 24 N 20360301 AFL2
GROUP II G02 143816.13 994.82 360 358 7 0 0 0.375 7.375 Pembroke Pines FL 33025 Condominium 144036 20060301 80.00 No MI 10037800000311117- 2.25 20110201 12.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 172200 1058.3125 360 359 7 0 0 0.375 7.375 SALTON CITY CA 92275 Single Family 172200 20060401 79.99 No MI 100183000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 464000 3238.333333 360 359 8 0 0 0.375 8.375 SAN GABRIEL CA 91776 Single Family 464000 20060401 80.00 No MI 100147000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 116800 705.6666667 360 358 6.875 0 0 0.375 7.25 Decatur GA 30035 Single Family 116800 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 176964 1050.72375 360 360 6.75 0 0 0.375 7.125 Cape Coral FL 33991 Condominium 176964 20060501 80.00 No MI 100057000000000000 2.25 20110401 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G03 656000 3553.333333 360 359 6.125 0 0 0.375 6.5 Altadena CA 91001 Single Family 656000 20060401 79.52 No MI 100034000000000000 2.25 20110301 12.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 364000 2388.75 360 359 7.5 0 0 0.375 7.875 TAYLORS FALLS MN 55084 Single Family 364000 20060401 80.00 No MI 100400000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 214400 1206 360 358 6.375 0 0 0.375 6.75 Quail Valley CA 92587 Single Family 214400 20060301 80.00 No MI 100378000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 159200 1028.166667 360 358 7.375 0 0 0.375 7.75 Clarkdale AZ 86324 Single Family 159200 20060301 80.00 No MI 100378000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 259900 1299.5 360 358 5.625 0 0 0.375 6 Fairfield CA 94533 Single Family 260000 20060301 59.77 No MI 100378000000000000 2.25 20110201 11 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 185156.62 1376.59 360 358 7.75 0 0 0.375 8.125 Stratford CT 6615 Single Family 185400 20060301 80.00 No MI 100378000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G03 663796 4148.725 360 358 7.125 0 0 0.375 7.5 Plantation FL 33324 PUD 663796 20060301 75.00 No MI 1003780-0000311651 2.25 20110201 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G03 992000 5993.333333 360 358 6.875 0 0 0.375 7.25 Corona CA 92881 Single Family 992000 20060301 80.00 No MI 100378000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 126400 855.8333333 360 358 7.75 0 0 0.375 8.125 Decatur GA 30032 Single Family 126400 20060301 80.00 No MI 100378000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 351920 2236.158333 360 358 7.25 0 0 0.375 7.625 Denton MD 21629 Single Family 351920 20060301 80.00 No MI 003780-0000311685- 2.25 20110201 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 303590.7 2230.64 360 358 7.625 0 0 0.375 8 Stone Mountain GA 30083 Single Family 304000 20060301 80.00 No MI 10037800000311698- 2.25 20110201 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 101169.03 682.14 360 359 6.75 0 0 0.375 7.125 Atlanta GA 30349 Single Family 101250 20060401 75.00 No MI 1003780-0000311798 2.25 20110301 12.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 202612 1350.746667 360 359 7.625 0 0 0.375 8 Miami FL 33170 PUD 202612 20060401 80.00 No MI 100378000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 105600 715 360 359 7.75 0 0 0.375 8.125 Capital Heights MD 20743 Single Family 105600 20060401 80.00 No MI 100031000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 87200 526.8333333 360 358 6.875 0 0 0.375 7.25 Maple Heights OH 44137 Single Family 87200 20060301 80.00 No MI 100378000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 119787.68 768.37 360 358 6.25 0 0 0.375 6.625 Aurora CO 80010 Single Family 120000 20060301 78.95 No MI 100378000000000000 2.25 20110201 11.625 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 230000 1341.666667 360 359 6.625 0 0 0.375 7 Incline Village NV 89451 Condominium 230000 20060401 80.00 No MI 100378000000000000 2.25 20110301 12 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 95873.97 712.8 360 358 7.75 0 0 0.375 8.125 Nashville TN 37206 Single Family 96000 20060301 80.00 No MI 1003780-0000312083 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 95873.97 712.8 360 358 7.75 0 0 0.375 8.125 Nashville TN 37206 Single Family 96000 20060301 80.00 No MI 100378000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 95873.97 712.8 360 358 7.75 0 0 0.375 8.125 Nashville TN 37206 2-4 Family 96000 20060301 80.00 No MI 100378000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 286418 1879.618125 360 358 7.5 0 0 0.375 7.875 Port Saint Lucie FL 34986 PUD 286418 20060301 80.00 No MI 100378000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 276609.51 2006.99 360 359 7.5 0 0 0.375 7.875 Marathon FL 33050 Condominium 276800 20060401 80.00 No MI 100378000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 61875 393.1640625 360 358 7.25 0 0 0.375 7.625 Jacksonville FL 32206 Condominium 61875 20060301 75.00 No MI 1003780-0000312189 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 195027.78 1249.89 360 359 6.25 0 0 0.375 6.625 Tacoma WA 98443 Single Family 195200 20060401 79.35 No MI 1003780-0000312198 2.25 20110301 11.625 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 134232.14 997.32 360 359 7.75 0 0 0.375 8.125 Pompano Beach FL 33064 Condominium 134320 20060401 80.00 No MI 010037800000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 320000 2000 360 358 7.125 0 0 0.375 7.5 Hollywood FL 33021 Single Family 320000 20060301 80.00 No MI 1003780-0000312291 2.25 20110201 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 84332 553.42875 360 358 7.5 0 0 0.375 7.875 Saint Petersburg FL 33712 Single Family 84332 20060301 80.00 No MI 010037800000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 111200 648.6666667 360 360 6.625 0 0 0.375 7 ARLINGTON MD 21215 Townhouse 111200 20060501 80.00 No MI 100213000000000000 2.25 20110401 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 119200 819.5 360 358 7.875 0 0 0.375 8.25 Newnan GA 30265 PUD 119200 20060301 80.00 No MI 100378000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 131894.44 889.31 360 359 6.75 0 0 0.375 7.125 Lithia FL 33547 PUD 132000 20060401 80.00 No MI 2.25 20110301 12.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 167200 1149.5 360 358 7.875 0 0 0.375 8.25 Atlanta GA 30310 Single Family 167200 20060301 80.00 No MI 010037800000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 158872 1026.048333 360 359 7.375 0 0 0.375 7.75 Saint Cloud FL 34769 PUD 158872 20060401 80.00 No MI 1003780-0000312545 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 143910.5 1094.5 360 359 8 0 0 0.375 8.375 Clearwater FL 33755 Single Family 144000 20060401 80.00 No MI 1003780-0000312837 2.25 20110301 13.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 992000 6923.333333 360 359 8 0 0 0.375 8.375 SAN FRANCISCO CA 94122 2-4 Family 992000 20060401 80.00 No MI 100400000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 339691.99 2123.074938 360 359 7.125 0 0 0.375 7.5 Greencastle PA 17225 PUD 339692 20060401 80.00 No MI 100289000000000000 2.25 20110301 13.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 225424.01 1538.99 360 359 6.875 0 0 0.375 7.25 Cedar Park TX 78613 PUD 225600 20060401 80.00 No MI 100425000000000000 2.25 20110301 12.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 84693.13 621.87 360 359 7.625 0 0 0.375 8 HOUSTON TX 77083 PUD 84750 20060401 75.00 No MI 100199000000000000 2.25 20110301 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 55163.89 409.86 360 359 7.75 0 0 0.375 8.125 WILSON NC 27896 Single Family 55200 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 33860 225.7333333 360 358 7.625 0 0 0.375 8 Carl Junction MO 64834 2-4 Family 33860 20060301 77.20 No MI 1001949-7215041890 2.75 20110201 14 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 101250 706.640625 360 359 8 0 0 0.375 8.375 Fort Lupton CO 80621 Single Family 101250 20060401 75.00 No MI 100185000000000000 2.25 20110301 13.375 2.375 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 304000 1710 360 359 6.375 0 0 0.375 6.75 Colton CA 92324 Single Family 304000 20060401 80.00 No MI 100096000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 280139 1634.144167 360 359 6.625 0 0 0.375 7 Jupiter FL 33458 PUD 280139 20060401 90.00 Republic MIC 100016000000000000 2.25 20110301 13 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 90000 600 360 359 7.625 0 0 0.375 8 Atlanta GA 30340 Single Family 90000 20060401 75.00 No MI 100185000000000000 2.25 20110301 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 204750 981.09375 360 359 5.375 0 0 0.375 5.75 Walnut Creek CA 94597 Condominium 204750 20060401 65.00 No MI 100016000000000000 2.25 20110301 11.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 105000 601.5625 360 359 6.5 0 0 0.375 6.875 Jacksonville FL 32211 Single Family 105000 20060401 70.00 No MI 100185000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 214420.04 1574.39 360 359 7.625 0 0 0.375 8 Westerville OH 43082 PUD 214564 20060401 80.00 No MI 2.25 20110301 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 171844.51 1087.16 360 359 6.125 0 0 0.375 6.5 CORTLAND NE 68331 Single Family 172000 20060401 80.00 No MI 100199000000000000 2.25 20110301 11.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 108750 668.359375 360 359 7 0 0 0.375 7.375 Atlanta GA 30318 Single Family 108750 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 400000 2083.333333 360 359 5.875 0 0 0.375 6.25 San Pedro CA 90731 2-4 Family 400000 20060401 59.70 No MI 100016000000000000 2.25 20110301 12.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 426672 2888.925 360 359 7.75 0 0 0.375 8.125 CARMEL IN 46032 PUD 426672 20060401 80.00 No MI 100057000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 79428.13 502.5 360 359 6.125 0 0 0.375 6.5 West Valley City UT 84119 Single Family 79500 20060401 72.27 No MI 100016000000000000 2.75 20110301 12.5 1.875 2 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 416582.66 2430.065517 360 358 6.625 0 0 0.375 7 Las Vegas NV 89109 Condominium 416916 20060301 74.00 No MI 100039000000000000 2.25 20110201 12 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 268000 1675 360 359 7.125 0 0 0.375 7.5 DUMFRIES VA 22023 Townhouse 268000 20060401 80.00 No MI 100218000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 342838 2249.874375 360 359 7.5 0 0 0.375 7.875 Chicago IL 60605 Condominium 342838 20060401 90.00 GE Capital MI 100113000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 273120 1763.9 360 360 7.375 0 0 0.375 7.75 ANTHEM AZ 85086 PUD 273120 20060501 80.00 No MI 100057000000000000 2.25 20110401 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 208305 1367.001563 360 359 7.5 0 0 0.375 7.875 Las Vegas NV 89149 PUD 208305 20060401 80.00 No MI 100101000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 97999 602.2855208 360 359 7 0 0 0.375 7.375 TUCSON AZ 85706 Single Family 97999 20060401 79.67 No MI 100414000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 519800 3465.333333 360 359 7.625 0 0 0.375 8 BEL AIR MD 21014 PUD 519800 20060401 79.99 No MI 100031000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 236254.11 1383.07 360 357 5.375 0 0 0.375 5.75 Silverthorne CO 80498 Condominium 237000 20060201 67.71 No MI 1001247-0007008158 2.25 20110101 11.75 1.875 2 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP I G01 95940.33 729.67 360 359 8 0 0 0.375 8.375 Carrollton TX 75006 Single Family 96000 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 104000 725.8333333 360 359 8 0 0 0.375 8.375 Aurora CO 80015 Single Family 104000 20060401 80.00 No MI 100095000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 351900 2272.6875 360 359 7.375 0 0 0.375 7.75 Woodbridge VA 22192 Single Family 351900 20060401 80.00 No MI 100031000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 1677000 10655.9375 360 359 7.25 0 0 0.375 7.625 CULPEPER VA 22701 Single Family 1677000 20060401 65.00 No MI 100087000000000000 2.25 20110301 13.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 337390.17 2566 360 359 8 0 0 0.375 8.375 Dallas TX 75230 Single Family 337600 20060401 80.00 No MI 100266000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 159889.89 1160.11 360 359 7.5 0 0 0.375 7.875 Trenton NJ 8629 2-4 Family 160000 20060401 80.00 No MI 2.25 20110301 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 215200 1300.166667 360 359 6.875 0 0 0.375 7.25 Las Vegas NV 89144 PUD 215200 20060401 80.00 No MI 100195000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 417000 2736.5625 360 359 7.5 0 0 0.375 7.875 Alexandria VA 22303 Single Family 417000 20060401 79.73 No MI 100218000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 236000 1278.333333 360 359 6.125 0 0 0.375 6.5 Woodbridge VA 22193 Single Family 236000 20060401 80.00 No MI 100031000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 322400 2250.083333 360 359 8 0 0 0.375 8.375 PHOENIX AZ 85085 PUD 322400 20060401 79.99 No MI 100199000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 213360.34 1585.23 360 359 7.75 0 0 0.375 8.125 Chicago IL 60653 2-4 Family 213500 20060401 70.00 No MI 100425000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 233905 1413.176042 360 359 6.875 0 0 0.375 7.25 Austin TX 78732 PUD 233905 20060401 70.00 No MI 100425000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 393750 2583.984375 360 359 7.5 0 0 0.375 7.875 SCOTTSDALE AZ 85259 Condominium 393750 20060401 75.00 No MI 100414000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 119760 686.125 360 359 6.5 0 0 0.375 6.875 NAMPA ID 83687 PUD 119760 20060401 80.00 No MI 100087000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 123403.66 842.49 360 359 6.875 0 0 0.375 7.25 Phoenix AZ 85016 Single Family 123500 20060401 65.00 No MI 100425000000000000 2.25 20110301 12.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 75000 476.5625 360 358 7.25 0 0 0.375 7.625 Saint Louis MO 63138 Single Family 75000 20060301 75.00 No MI 100034000000000000 2.25 20110201 13.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 299703.03 1970.79 360 359 6.5 0 0 0.375 6.875 SAN JOSE CA 95132 PUD 300000 20060401 64.52 No MI 100067000000000000 2.25 20110301 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G03 780000 4631.25 360 359 6.75 0 0 0.375 7.125 Scottsdale AZ 85255 PUD 780000 20060401 65.00 No MI 100199000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 845000 5017.1875 360 359 6.75 0 0 0.375 7.125 Phoenix AZ 85044 Single Family 845000 20060401 65.00 No MI 100199000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 119250 807.421875 360 359 7.75 0 0 0.375 8.125 Saint Charles MO 63304 Single Family 119250 20060401 75.00 No MI 010424900000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 307798.53 2286.89 360 359 7.75 0 0 0.375 8.125 Miami FL 33186 PUD 308000 20060401 80.00 No MI 1001991-0511003172 2.25 20110301 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 363750 2462.890625 360 359 7.75 0 0 0.375 8.125 CHANDLER AZ 85225 Single Family 363750 20060401 75.00 No MI 100414000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 288000 1650 360 359 6.5 0 0 0.375 6.875 WOODBRIDGE VA 22191 Single Family 288000 20060401 80.00 No MI 100213000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 110400 771.93 360 360 7.125 0 0 0.375 7.5 SOMERSET KY 42503 2-4 Family 110400 20060501 80.00 No MI 100331000000000000 2.25 20110401 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360401 AFL2
GROUP I G01 160000 1050 360 359 7.5 0 0 0.375 7.875 ATLANTA GA 30310 Single Family 160000 20060401 80.00 No MI 010019900000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 280000 1633.333333 360 359 6.625 0 0 0.375 7 Frederick MD 21703 Single Family 280000 20060401 80.00 No MI 100031000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 451992 2824.95 360 359 7.125 0 0 0.375 7.5 RANCHO CORDOVA CA 95742 PUD 451992 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 554872 3641.3475 360 359 7.5 0 0 0.375 7.875 CORONA CA 92880 Single Family 554872 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 318392 1790.955 360 359 6.375 0 0 0.375 6.75 ELK GROVE CA 95758 Single Family 318392 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 495622.58 3425.75 360 359 7 0 0 0.375 7.375 Farmington UT 84025 Single Family 496000 20060401 80.00 No MI 100099000000000000 2.25 20110301 12.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 53965.57 405.68 360 359 7.875 0 0 0.375 8.25 GARY IN 46404 Single Family 54000 20060401 75.00 No MI 100006000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 608000 3610 360 359 6.75 0 0 0.375 7.125 Kailua Kona HI 96740 PUD 608000 20060401 80.00 No MI 010086600000000000 2.25 20110301 13.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 50967.48 383.15 360 359 7.875 0 0 0.375 8.25 GARY IN 46402 Single Family 51000 20060401 79.69 No MI 100061000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 243600 1547.875 360 359 7.25 0 0 0.375 7.625 CHICAGO IL 60605 Condominium 243600 20060401 74.98 No MI 100196000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 276650 1930.786458 360 359 8 0 0 0.375 8.375 Scottsdale AZ 85262 Condominium 276650 20060401 80.00 No MI 100196000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 178633 1135.063854 360 358 7.25 0 0 0.375 7.625 Myrtle Beach SC 29579 PUD 178633 20060301 80.00 No MI 100016000000000000 2.25 20110201 13.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 170199.76 1116.935925 360 358 7.5 0 0 0.375 7.875 Orlando FL 32824 Condominium 170200 20060301 79.99 No MI 100016000000000000 2.75 20110201 13.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 220000 1329.166667 360 358 6.875 0 0 0.375 7.25 Everett WA 98208 Single Family 220000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.25 2.375 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 128000 693.3333333 360 358 6.125 0 0 0.375 6.5 Kissimmee FL 34743 PUD 128000 20060301 80.00 No MI 100016000000000000 2.25 20110201 12.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 324000 1890 360 359 6.625 0 0 0.375 7 LORTON VA 22079 Townhouse 324000 20060401 80.00 No MI 100293000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 705000 4773.4375 360 359 7.75 0 0 0.375 8.125 Miami FL 33129 Condominium 705000 20060401 75.00 No MI 100256000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 145000 815.625 360 359 6.375 0 0 0.375 6.75 HYATTSVILLE MD 20783 Single Family 145000 20060401 48.33 No MI 100196000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 95720.34 711.19 360 359 7.75 0 0 0.375 8.125 Chicago IL 60636 Single Family 95783 20060401 80.00 No MI 100221000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 55963.37 415.8 360 359 7.75 0 0 0.375 8.125 Philadelphia PA 19140 2-4 Family 56000 20060401 80.00 No MI 100087000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 143920 809.55 360 359 6.375 0 0 0.375 6.75 MIDDLETON ID 83644 PUD 143920 20060401 80.00 No MI 100199000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 163868.85 1104.9 360 359 6.75 0 0 0.375 7.125 PHOENIX AZ 85024 Single Family 164000 20060401 80.00 No MI 100095000000000000 2.25 20110301 12.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 432094 3015.656042 360 359 8 0 0 0.375 8.375 HAYMARKET VA 20169 Townhouse 432094 20060401 93.64 PMI 100293000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 140000 889.5833333 360 359 7.25 0 0 0.375 7.625 PLANO TX 75074 Single Family 140000 20060401 80.00 No MI 100252000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 224000 1446.666667 360 359 7.375 0 0 0.375 7.75 Phoenix AZ 85021 Single Family 224000 20060401 80.00 No MI 100170000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 200000 1333.333333 360 359 7.625 0 0 0.375 8 Winter Park FL 32789 Single Family 200000 20060401 80.00 No MI 100173000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 152000 934.1666667 360 359 7 0 0 0.375 7.375 PRESCOTT WI 54021 Single Family 152000 20060401 80.00 No MI 100400000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 198880 1243 360 359 7.125 0 0 0.375 7.5 FRUITA CO 81521 Single Family 198880 20060401 80.00 No MI 100076000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 338400 2220.75 360 358 7.5 0 0 0.375 7.875 HOLLISTER CA 95023 Single Family 338400 20060301 80.00 No MI 100146000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 203000 1289.895833 360 358 7.25 0 0 0.375 7.625 Barrington IL 60010 Single Family 203000 20060301 70.00 No MI 100221000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 147200 920 360 360 7.125 0 0 0.375 7.5 Cottonwood AZ 86326 Single Family 147200 20060501 80.00 No MI 100195000000000000 2.25 20090401 13.5 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360401 AFL2
GROUP II G01 255200 1621.583333 360 358 7.25 0 0 0.375 7.625 Culpeper VA 22701 PUD 255200 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 536000 3517.5 360 359 7.5 0 0 0.375 7.875 SANTA CLARITA CA 91350 Single Family 536000 20060401 80.00 No MI 1000960-0000600709 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 351435.35 2371.49 360 358 6.75 0 0 0.375 7.125 North Haledon NJ 7508 Single Family 352000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 50968.3 387.64 360 359 8 0 0 0.375 8.375 Houston TX 77086 PUD 51000 20060401 75.00 No MI 100173000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 94429.87 660.76 360 359 7.125 0 0 0.375 7.5 Hialeah FL 33014 Condominium 94500 20060401 70.00 No MI 100234000000000000 2.25 20110301 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 187860 1314.52 360 359 7.125 0 0 0.375 7.5 CHESAPEAKE VA 23233 Single Family 188000 20060401 72.59 No MI 100133000000000000 2.25 20110301 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 480000 3250 360 359 7.75 0 0 0.375 8.125 Newark NJ 7104 2-4 Family 480000 20060401 80.00 No MI 100234000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 50968.3 387.64 360 359 8 0 0 0.375 8.375 Houston TX 77086 PUD 51000 20060401 75.00 No MI 100173000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 376000 2585 360 359 7.875 0 0 0.375 8.25 Clifton NJ 7011 2-4 Family 376000 20060401 80.00 No MI 100234000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 51965.98 386.1 360 359 7.75 0 0 0.375 8.125 Brookhaven PA 19015 Condominium 52000 20060401 80.00 No MI 100077000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 226500 1274.0625 360 359 6.375 0 0 0.375 6.75 Denver CO 80209 Single Family 226500 20060401 75.00 No MI 100095000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 69600 478.5 360 359 7.875 0 0 0.375 8.25 West Palm Beach FL 33415 Condominium 69600 20060401 80.00 No MI 100234000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 236000 1647.083333 360 359 8 0 0 0.375 8.375 Hollywood FL 33024 Single Family 236000 20060401 80.00 No MI 100022000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 391716.28 2774.55 360 359 7.25 0 0 0.375 7.625 Tampa FL 33609 Single Family 392000 20060401 80.00 No MI 100173000000000000 2.25 20110301 12.625 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G03 962500 6115.885417 360 359 7.25 0 0 0.375 7.625 Pasadena CA 91103 Single Family 962500 20060401 60.16 No MI 100256000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 164000 1144.583333 360 359 8 0 0 0.375 8.375 Fort Lauderdale FL 33311 Single Family 164000 20060401 80.00 No MI 100030000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 1000000 6562.5 360 359 7.5 0 0 0.375 7.875 GLENVIEW IL 60025 Single Family 1000000 20060401 74.07 No MI 100400000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 188500 1119.21875 360 359 6.75 0 0 0.375 7.125 Paterson NJ 7502 Single Family 188500 20060401 65.00 No MI 100234000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 203700 1336.78125 360 359 7.5 0 0 0.375 7.875 Victorville CA 92392 Single Family 203700 20060401 70.00 No MI 100185000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 500000 3437.5 360 359 7.875 0 0 0.375 8.25 Newark NJ 7103 2-4 Family 500000 20060401 80.00 No MI 100234000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 639600 4130.75 360 359 7.375 0 0 0.375 7.75 Alhambra CA 91801 2-4 Family 639600 20060401 80.00 No MI 100147000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 243600 1598.625 360 359 7.5 0 0 0.375 7.875 Gaithersburg MD 20879 PUD 243600 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 39975.76 307.57 360 359 8.125 0 0 0.375 8.5 Philadelphia PA 19132 Townhouse 40000 20060401 80.00 No MI 100234000000000000 2.25 20110301 13.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 135200 845 360 359 7.125 0 0 0.375 7.5 Stuart FL 34997 Condominium 135200 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 188800 1278.333333 360 359 7.75 0 0 0.375 8.125 Miami FL 33131 Condominium 188800 20060401 80.00 No MI 100234000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G03 473384 3007.960833 360 359 7.25 0 0 0.375 7.625 CANTON MI 48187 Condominium 473384 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 567920 3786.133333 360 359 7.625 0 0 0.375 8 ANTHEM AZ 85086 PUD 567920 20060401 80.00 No MI 100057000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 115920 724.5 360 359 7.125 0 0 0.375 7.5 Miami FL 33015 Condominium 115920 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 294096.65 1838.104063 360 358 7.125 0 0 0.375 7.5 Woodbridge VA 22193 Single Family 294400 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 210000 1312.5 360 358 7.125 0 0 0.375 7.5 Belleville NJ 7109 Single Family 210000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 135992 906.6133333 360 359 7.625 0 0 0.375 8 Winter Garden FL 34787 Condominium 135992 20060401 80.00 No MI 100234000000000000 2.25 20110301 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 221600 1361.916667 360 359 7 0 0 0.375 7.375 RENO NV 89509 Single Family 221600 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 177600 1147 360 359 7.375 0 0 0.375 7.75 ROCKWALL TX 75032 Single Family 177600 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 197770 1277.264583 360 359 7.375 0 0 0.375 7.75 MARICOPA AZ 85239 PUD 197770 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 126000 787.5 360 352 7.125 0 0 0.375 7.5 Pompano Beach FL 33065 Condominium 126000 20050901 70.00 No MI 100203000000000000 2.25 20100801 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20350801 AFL2
GROUP II G01 62800 392.5 360 359 7.125 0 0 0.375 7.5 BALTIMORE MD 21223 Single Family 62800 20060401 80.00 No MI 100213000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 84900 592.53125 360 360 8 0 0 0.375 8.375 North Richland Hills TX 76180 Single Family 84900 20060501 77.18 No MI 1000521-0000601538 2.25 20110401 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G01 97500 609.375 360 359 7.125 0 0 0.375 7.5 BALTIMORE MD 21210 Townhouse 97500 20060401 79.98 No MI 100213000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 193500 1249.6875 360 359 7.375 0 0 0.375 7.75 Puyallup WA 98374 PUD 193500 20060401 75.00 No MI 100173000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 126400 855.8333333 360 358 7.75 0 0 0.375 8.125 MCDONOUGH GA 30252 Single Family 126400 20060301 80.00 No MI 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 287800 1588.895833 360 358 6.25 0 0 0.375 6.625 CARTERSVILLE GA 30121 Single Family 287800 20060301 71.95 No MI 100032000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 143390 970.8697917 360 358 7.75 0 0 0.375 8.125 HAMPTON GA 30228 PUD 143390 20060301 80.00 No MI 010003200000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 146512 839.3916667 360 358 6.5 0 0 0.375 6.875 COVINGTON GA 30016 PUD 146512 20060301 80.00 No MI 10003210000062296- 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 142192 933.135 360 358 7.5 0 0 0.375 7.875 COVINGTON GA 30016 PUD 142192 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 145472 894.0466667 360 358 7 0 0 0.375 7.375 COVINGTON GA 30016 PUD 145472 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 168100 980.5833333 360 358 6.625 0 0 0.375 7 LAWRENCEVILLE GA 30045 PUD 168100 20060301 79.99 No MI 100032000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 83230 511.5177083 360 358 7 0 0 0.375 7.375 MCDONOUGH GA 30253 PUD 83230 20060301 70.00 No MI 100032000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 96800 645.3333333 360 358 7.625 0 0 0.375 8 GRIFFIN GA 30224 Single Family 96800 20060301 80.00 No MI 100032000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 116640 619.65 360 358 6 0 0 0.375 6.375 LITHONIA GA 30058 Condominium 116640 20060301 80.00 No MI 100032000000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 168100 980.5833333 360 358 6.625 0 0 0.375 7 LAWRENCEVILLE GA 30045 PUD 168100 20060301 79.99 No MI 010003200000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 174992 856.7316667 360 358 5.5 0 0 0.375 5.875 CORNELIUS NC 28031 PUD 174992 20060301 80.00 No MI 000000000000001000 2.25 20110201 10.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 115400 649.125 360 358 6.375 0 0 0.375 6.75 EDGEWOOD MD 21040 Single Family 115400 20060301 69.98 No MI 100183000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 62315.98 457.87 360 358 7.625 0 0 0.375 8 CHATTANOOGA TN 37415 2-4 Family 62400 20060301 80.00 No MI 100185000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 175903 1007.777604 360 360 6.5 0 0 0.375 6.875 WAXHAW NC 28173 PUD 175903 20060501 80.00 No MI 100057000000000000 2.25 20110401 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 291967.99 1946.453267 360 359 7.625 0 0 0.375 8 ORLANDO FL 32819 Condominium 291968 20060401 80.00 No MI 100057000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 142425 949.5 360 359 7.625 0 0 0.375 8 PHOENIX AZ 85006 Single Family 142425 20060401 75.00 No MI 100414000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 166700 902.9583333 360 358 6.125 0 0 0.375 6.5 Myrtle Beach SC 29579 PUD 166700 20060301 70.00 No MI 100016000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 540000 3543.75 360 359 7.5 0 0 0.375 7.875 PANAMA CITY BEACH FL 32413 Single Family 540000 20060401 80.00 No MI 100087000000000000 2.25 20110301 13.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 99028.7 643.41 360 358 6.375 0 0 0.375 6.75 Irvington NJ 7111 2-4 Family 99200 20060301 25.77 No MI 100016000000000000 2.25 20110201 12.75 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 233600 1435.666667 360 359 7 0 0 0.375 7.375 SACRAMENTO CA 95823 Single Family 233600 20060401 80.00 No MI 100152000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 665376 3604.12 360 359 6.125 0 0 0.375 6.5 ROSEVILLE CA 95747 Single Family 665376 20060401 70.00 No MI 100059000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 158920 1042.9125 360 359 7.5 0 0 0.375 7.875 South Bloomfield OH 43103 Single Family 158920 20060401 80.00 No MI 100022000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 532000 3435.833333 360 359 7.375 0 0 0.375 7.75 Arlington VA 22204 Single Family 532000 20060401 80.00 No MI 100031000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 132940 733.9395833 360 359 6.25 0 0 0.375 6.625 ATLANTA GA 30331 PUD 132940 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 376000 2350 360 359 7.125 0 0 0.375 7.5 RICHMOND CA 94801 Single Family 376000 20060401 80.00 No MI 100172000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 223899.41 1329.402747 360 358 6.75 0 0 0.375 7.125 Laurel MD 20724 Condominium 223900 20060301 79.99 No MI 100230000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G03 456000 2707.5 360 358 6.75 0 0 0.375 7.125 Marietta GA 30064 PUD 456000 20060301 76.64 No MI 100229000000000000 2.75 20110201 13.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 57010 362.2510417 360 359 7.25 0 0 0.375 7.625 Allentown PA 18102 Townhouse 57010 20060401 70.00 No MI 100234000000000000 2.25 20090301 13.625 2.375 1 First Lien N Y 36 No_PP 360 36 N 20360301 AFL2
GROUP II G01 200000 1083.333333 360 358 6.125 0 0 0.375 6.5 Nashville TN 37203 Single Family 200000 20060301 64.52 No MI 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 50050 307.5989583 360 359 7 0 0 0.375 7.375 Rockford IL 61102 2-4 Family 50050 20060401 66.64 No MI 100185000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 83090.77 617.76 360 358 7.75 0 0 0.375 8.125 Kenosha WI 53143 Single Family 83200 20060301 80.00 No MI 100221000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 545000 3690.104167 360 358 7.75 0 0 0.375 8.125 Mitchellville MD 20721 PUD 545000 20060301 79.99 No MI 100031000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 125000 794.2708333 360 359 7.25 0 0 0.375 7.625 Kissimmee FL 34759 Single Family 125000 20060401 65.79 No MI 100039000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 337960 2147.454167 360 358 7.25 0 0 0.375 7.625 Elkton MD 21921 PUD 337960 20060301 80.00 No MI 100028000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 532400 2994.75 360 358 6.375 0 0 0.375 6.75 Bealeton VA 22712 PUD 532400 20060301 79.99 No MI 100028000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 64000 446.6666667 360 359 8 0 0 0.375 8.375 Kansas City MO 64130 Single Family 64000 20060401 80.00 No MI 100266000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 530750 3317.1875 360 358 7.125 0 0 0.375 7.5 GAINESVILLE VA 20155 Single Family 530750 20060301 80.00 No MI 100028000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 579050.01 3619.062563 360 358 7.125 0 0 0.375 7.5 LAUREL MD 20707 PUD 581908 20060301 80.00 No MI 100028000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 206050 1223.421875 360 358 6.75 0 0 0.375 7.125 Vineland NJ 8361 PUD 206050 20060301 80.00 No MI 100028000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 324000 2261.25 360 359 8 0 0 0.375 8.375 WIXOM MI 48393 PUD 324000 20060401 80.00 No MI 100061000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 311779.79 2235.21 360 359 7.375 0 0 0.375 7.75 Riverdale MD 20734 Single Family 312000 20060401 80.00 No MI 100293000000000000 2.25 20110301 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 308000 2053.333333 360 359 7.625 0 0 0.375 8 Naperville IL 60564 Townhouse 308000 20060401 80.00 No MI 100400000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 136150 751.6614583 360 358 6.25 0 0 0.375 6.625 DULUTH GA 30096 PUD 136150 20060301 79.98 No MI 100032000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 145300 938.3958333 360 358 7.375 0 0 0.375 7.75 CARTERSVILLE GA 30121 Single Family 145300 20060301 79.84 No MI 100032000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 149880 921.1375 360 358 7 0 0 0.375 7.375 NEWNAN GA 30265 PUD 149880 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 194320 1194.258333 360 358 7 0 0 0.375 7.375 Stockbridge GA 30281 Single Family 194320 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 155032 823.6075 360 358 6 0 0 0.375 6.375 DACULA GA 30019 PUD 155032 20060301 80.00 No MI 010003200000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 50100 255.71875 360 358 5.75 0 0 0.375 6.125 COVINGTON GA 30016 PUD 50100 20060301 24.25 No MI 100032000000000000 2.25 20110201 11.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 187332 1014.715 360 358 6.125 0 0 0.375 6.5 COLLEGE PARK GA 30349 PUD 187332 20060301 80.00 No MI 10003210000060545- 2.25 20130201 11.5 1.875 1 First Lien N Y 120 No_PP 360 84 N 20360201 AFL2
GROUP II G02 125389 731.4358333 360 358 6.625 0 0 0.375 7 VILLA RICA GA 30180 PUD 125389 20060301 80.00 No MI 010032100000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 171592 983.0791667 360 358 6.5 0 0 0.375 6.875 SNELLVILLE GA 30039 PUD 171592 20060301 80.00 No MI 100032000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 125532 679.965 360 358 6.125 0 0 0.375 6.5 VILLA RICA GA 30180 PUD 125532 20060301 80.00 No MI 100032000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 173186 1046.332083 360 358 6.875 0 0 0.375 7.25 FAIRBURN GA 30213 PUD 173186 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 132000 728.75 360 358 6.25 0 0 0.375 6.625 Flowery Branch GA 30542 PUD 132000 20060301 80.00 No MI 100032000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 101592 687.8625 360 358 7.75 0 0 0.375 8.125 UNION CITY GA 30291 Townhouse 101592 20060301 80.00 No MI 100032000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 95788 638.5866667 360 358 7.625 0 0 0.375 8 UNION CITY GA 30291 PUD 95788 20060301 80.00 No MI 100032000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 99908 666.0533333 360 358 7.625 0 0 0.375 8 UNION CITY GA 30291 PUD 99908 20060301 80.00 No MI 100032000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 99912 603.635 360 358 6.875 0 0 0.375 7.25 UNION CITY GA 30291 PUD 99912 20060301 80.00 No MI 10003210000061858- 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 203266 1228.065417 360 358 6.875 0 0 0.375 7.25 FAIRBURN GA 30213 PUD 203266 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 123346 783.7610417 360 358 7.25 0 0 0.375 7.625 JONESBORO GA 30236 PUD 123346 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 168924 967.79375 360 358 6.5 0 0 0.375 6.875 MCDONOUGH GA 30253 PUD 168924 20060301 80.00 No MI 100032000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 143733 973.1921875 360 358 7.75 0 0 0.375 8.125 HAMPTON GA 30228 PUD 143733 20060301 80.00 No MI 100032000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 170392 922.9566667 360 358 6.125 0 0 0.375 6.5 SUWANEE GA 30024 PUD 170392 20060301 80.00 No MI 100032000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 84000 568.75 360 359 7.75 0 0 0.375 8.125 COLUMBUS OH 43211 Single Family 84000 20060401 80.00 No MI 100204000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 218378 1342.114792 360 359 7 0 0 0.375 7.375 Tolleson AZ 85353 PUD 218378 20060401 80.00 No MI 100101000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 186400 1184.416667 360 358 7.25 0 0 0.375 7.625 Brooklyn Center MN 55429 Single Family 186400 20060301 80.00 No MI 100221000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 133087 845.6569792 360 357 7.25 0 0 0.375 7.625 Mansfield TX 76063 2-4 Family 133087 20060201 75.00 No MI 100039000000000000 2.75 20110101 13.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G02 185708.88 1316.5 360 358 7.25 0 0 0.375 7.625 Gurnee IL 60031 Single Family 186000 20060301 80.00 No MI 100221000000000000 2.25 20110201 12.625 2.375 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 141750 989.296875 360 357 8 0 0 0.375 8.375 Mansfield TX 76063 2-4 Family 141750 20060201 75.00 No MI 100039000000000000 2.25 20110101 14.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 150224 923.2516667 360 359 7 0 0 0.375 7.375 JACKSONVILLE FL 32224 Condominium 150224 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 205359 1433.234688 360 360 8 0 0 0.375 8.375 NAPLES FL 34110 PUD 205359 20060501 75.00 No MI 100057000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 338608 2081.028333 360 359 7 0 0 0.375 7.375 BROOMFIELD CO 80020 PUD 338608 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 200720 1275.408333 360 359 7.25 0 0 0.375 7.625 WESLEY CHAPEL FL 33544 Single Family 200720 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 71104.14 522.44 360 358 7.625 0 0 0.375 8 Milwaukee WI 53204 2-4 Family 71200 20060301 80.00 No MI 100221000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 220000 1489.583333 360 358 7.75 0 0 0.375 8.125 Savage MN 55378 Single Family 220000 20060301 80.00 No MI 100221000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 164800 1030 360 358 7.125 0 0 0.375 7.5 Forest Lake MN 55025 Townhouse 164800 20060301 80.00 No MI 100221000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 212000 1302.916667 360 359 7 0 0 0.375 7.375 Queen Creek AZ 85242 PUD 212000 20060401 80.00 No MI 100101000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 202425 1328.414063 360 359 7.5 0 0 0.375 7.875 WEST VALLEY CITY UT 84119 2-4 Family 202425 20060401 75.00 No MI 100199000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 334000 1739.583333 360 357 5.875 0 0 0.375 6.25 Brentwood CA 94513 Single Family 334000 20060201 51.38 No MI 2.25 20110101 12.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 131200 738 360 357 6.375 0 0 0.375 6.75 Phoenix AZ 85031 Single Family 131200 20060201 80.00 No MI 100039000000000000 2.75 20110101 12.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 956250 6574.21875 360 359 7.875 0 0 0.375 8.25 DANIEL ISLAND SC 29492 Single Family 956250 20060401 75.00 No MI 100199000000000000 2.25 20110301 13.25 2.375 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 247200 1699.5 360 359 7.875 0 0 0.375 8.25 LAS VEGAS NV 89143 PUD 247200 20060401 80.00 No MI 100400000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 377900 2834.25 360 357 8.625 0 0 0.375 9 San Bernardino CA 92404 2-4 Family 377900 20060201 69.99 No MI 2.75 20110101 15 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 187500 1250 360 359 7.625 0 0 0.375 8 Decatur GA 30032 2-4 Family 187500 20060401 75.00 No MI 100185000000000000 2.25 20110301 13 2.375 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 176000 1210 360 359 7.875 0 0 0.375 8.25 Dyer IN 46311 Single Family 176000 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 70200 431.4375 360 359 7 0 0 0.375 7.375 Saint Louis MO 63139 Single Family 70200 20060401 65.00 No MI 100425000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 423200 2821.333333 360 359 7.625 0 0 0.375 8 Great Falls VA 22066 PUD 423200 20060401 80.00 No MI 100218000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 55250 339.5572917 360 359 7 0 0 0.375 7.375 Saint Louis MO 63118 Single Family 55250 20060401 65.00 No MI 100425000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 417000 2910.3125 360 359 8 0 0 0.375 8.375 PERRIS CA 92570 Single Family 417000 20060401 79.43 No MI 100400000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 83200 485.3333333 360 359 6.625 0 0 0.375 7 BALTIMORE MD 21215 Townhouse 83200 20060401 80.00 No MI 100213000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 86720 569.1 360 360 7.5 0 0 0.375 7.875 Ward AR 72176 Single Family 86720 20060501 80.00 No MI 100022000000000000 2.25 20110401 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G02 137600 788.3333333 360 359 6.5 0 0 0.375 6.875 Colorado Springs CO 80911 Single Family 137600 20060401 80.00 No MI 100030000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 206500 1355.15625 360 359 7.5 0 0 0.375 7.875 Las Vegas NV 89147 PUD 206500 20060401 70.00 No MI 100185000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 108000 731.25 360 358 7.75 0 0 0.375 8.125 Minneapolis MN 55411 Single Family 108000 20060301 80.00 No MI 100221000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 235931.9 1733.52 360 358 7.625 0 0 0.375 8 Chicago IL 60637 2-4 Family 236250 20060301 75.00 No MI 100221000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 212000 1325 360 358 7.125 0 0 0.375 7.5 Northfield MN 55057 PUD 212000 20060301 80.00 No MI 100221000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 478400 3289 360 359 7.875 0 0 0.375 8.25 Fairburn GA 30213 PUD 478400 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 380000 2572.916667 360 359 7.75 0 0 0.375 8.125 Santa Ana CA 92701 Single Family 380000 20060401 80.00 No MI 100022000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 120000 787.5 360 359 7.5 0 0 0.375 7.875 Port St Lucie FL 34983 Single Family 120000 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G03 787500 4511.71875 360 359 6.5 0 0 0.375 6.875 FORT WALTON BEACH FL 32548 Condominium 787500 20060401 75.00 No MI 100185000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 133508.06 968.69 360 359 7.5 0 0 0.375 7.875 WILLIAMSTON SC 29697 PUD 133600 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 105997.6 679.31 360 359 6.25 0 0 0.375 6.625 OPELIKA AL 36801 Single Family 106091.2 20060401 74.19 No MI 100185000000000000 2.25 20110301 11.625 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 118800 829.125 360 359 8 0 0 0.375 8.375 Garden City MI 48135 Single Family 118800 20060401 80.00 No MI 100266000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 239487 1471.847188 360 359 7 0 0 0.375 7.375 North Las Vegas NV 89031 PUD 239487 20060401 80.00 No MI 100034000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 114100 713.125 360 359 7.125 0 0 0.375 7.5 DALLAS GA 30132 Single Family 114100 20060401 70.00 No MI 100185000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 106400 720.4166667 360 359 7.75 0 0 0.375 8.125 DESTIN FL 32541 Condominium 106400 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 148416 973.98 360 359 7.5 0 0 0.375 7.875 KISSIMMEE FL 34759 PUD 148416 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 756000 4961.25 360 359 7.5 0 0 0.375 7.875 SCOTTSDALE AZ 85259 PUD 756000 20060401 80.00 No MI 100420000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 124600 843.6458333 360 359 7.75 0 0 0.375 8.125 North Las Vegas NV 89030 Single Family 124600 20060401 70.00 No MI 100256000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 583920 4075.275 360 359 8 0 0 0.375 8.375 Hoschton GA 30548 PUD 583920 20060401 80.00 No MI 100039000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 880000 5408.333333 360 359 7 0 0 0.375 7.375 Little River SC 29566 Single Family 880000 20060401 80.00 No MI 010035000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 140476.88 923.61 360 359 6.5 0 0 0.375 6.875 De Kalb IL 60115 2-4 Family 140595 20060401 65.00 No MI 100425000000000000 2.25 20110301 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 296030.14 2071.42 360 359 7.125 0 0 0.375 7.5 FRANKLIN NJ 8873 Single Family 296250 20060401 75.00 No MI 1002466-0602070005 3 20110301 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 233287.03 1652.39 360 359 7.25 0 0 0.375 7.625 Kenosha WI 53144 Single Family 233456 20060401 80.00 No MI 100030000000000000 2.25 20110301 12.625 2.625 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 112000 641.6666667 360 359 6.5 0 0 0.375 6.875 HUTCHINSON MN 55350 Single Family 112000 20060401 80.00 No MI 100400000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 86040 528.7875 360 357 7 0 0 0.375 7.375 Waycross GA 31501 Single Family 86040 20060201 90.00 Republic MIC 100149000000000000 4.791 20110101 12.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP I G01 175192 1149.6975 360 359 7.5 0 0 0.375 7.875 JACKSONVILLE FL 32224 PUD 175192 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.875 4.416 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 311136 1782.55 360 359 6.5 0 0 0.375 6.875 HENDERSON NV 89044 PUD 311136 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 240000 1450 360 359 6.875 0 0 0.375 7.25 SUN VALLEY NV 89433 PUD 240000 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 200000 1312.5 360 359 7.5 0 0 0.375 7.875 SAN BERNARDINO CA 92410 Single Family 200000 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 220000 1283.333333 360 358 6.625 0 0 0.375 7 Crofton MD 21114 Single Family 220000 20060301 84.62 PMI 100149000000000000 2.25 20110201 12 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 134000 767.7083333 360 358 6.5 0 0 0.375 6.875 Tucker GA 30084 Single Family 134000 20060301 69.43 No MI 100149000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 272800 1562.916667 360 358 6.5 0 0 0.375 6.875 BUFORD GA 30519 PUD 272800 20060301 80.00 No MI 100032000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 174152 1052.168333 360 358 6.875 0 0 0.375 7.25 Snellville GA 30039 PUD 174152 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 103772 583.7175 360 359 6.375 0 0 0.375 6.75 Tallahassee FL 32303 PUD 103772 20060401 65.00 No MI 100266000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 240000 1350 360 356 6.375 0 0 0.375 6.75 Reno NV 89502 Single Family 240000 20060101 80.00 No MI 100039000000000000 2.25 20101201 12.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP II G01 221250 1405.859375 360 358 7.25 0 0 0.375 7.625 Columbia Heights MN 55421 2-4 Family 221250 20060301 75.00 No MI 010022100000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 196800 1353 360 358 7.875 0 0 0.375 8.25 Zimmerman MN 55398 Single Family 196800 20060301 80.00 No MI 100221000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 210197 1423.208854 360 358 7.75 0 0 0.375 8.125 Saint Paul MN 55105 Condominium 210197 20060301 80.00 No MI 100221000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 74229.12 513.86 360 357 7 0 0 0.375 7.375 Columbus OH 43224 2-4 Family 74400 20060201 80.00 No MI 1000312-3070713923 2.25 20090101 13.375 1.875 1 First Lien N N 0 No_PP 360 36 N 20360101 AFL2
GROUP I G01 97200 658.125 360 358 7.75 0 0 0.375 8.125 Minneapolis MN 55411 Single Family 97200 20060301 80.00 No MI 100221000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 188500 1060.3125 360 358 6.375 0 0 0.375 6.75 Fox River Grove IL 60021 Single Family 188500 20060301 60.81 No MI 100221000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 211250 1188.28125 360 358 6.375 0 0 0.375 6.75 Lombard IL 60148 Single Family 211250 20060301 65.00 No MI 100221000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 235200 1568 360 358 7.625 0 0 0.375 8 Oakdale MN 55128 Single Family 235200 20060301 80.00 No MI 100221000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 117000 767.8125 360 359 7.5 0 0 0.375 7.875 Tallahassee FL 32303 PUD 117000 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G03 460000 2587.5 360 359 6.375 0 0 0.375 6.75 Phoenix AZ 85016 Condominium 460000 20060401 80.00 No MI 100071000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 480000 2750 360 357 6.5 0 0 0.375 6.875 Wickenburg AZ 85390 Single Family 480000 20060201 46.24 No MI 100039000000000000 2.25 20090101 12.875 1.875 2 First Lien N Y 60 No_PP 360 36 N 20360101 AFL2
GROUP I G01 84000 542.5 360 359 7.375 0 0 0.375 7.75 Essex MD 21221 Single Family 84000 20060401 75.00 No MI 100238000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 600000 3562.5 360 359 6.75 0 0 0.375 7.125 North Palm Beach FL 33408 2-4 Family 600000 20060401 54.55 No MI 100035000000000000 2.125 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 488000 3405.833333 360 358 8 0 0 0.375 8.375 LA MIRADA CA 90638 Single Family 488000 20060301 80.00 No MI 100059000000000000 4 20110201 13.375 1.75 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 242400 1565.5 360 359 7.375 0 0 0.375 7.75 N LAS VEGAS NV 89031 Single Family 242400 20060401 80.00 No MI 100199000000000000 2.25 20110301 12.75 3.625 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 211650 1278.71875 360 359 6.875 0 0 0.375 7.25 Maricopa AZ 85239 PUD 211650 20060401 79.97 No MI 100189000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 344000 2114.166667 360 359 7 0 0 0.375 7.375 MANASSAS VA 20111 PUD 344000 20060401 80.00 No MI 100031000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 148375 788.2421875 360 359 6 0 0 0.375 6.375 BUCKEYE AZ 85326 Single Family 148375 20060401 80.00 No MI 100071000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 150000 781.25 360 357 5.875 0 0 0.375 6.25 Long Beach CA 90808 Single Family 150000 20060201 27.78 No MI 100286000000000000 2.625 20060701 12 1.875 0 First Lien N Y 120 No_PP 360 6 N 20360101 AFL2
GROUP II G03 514400 2947.083333 360 359 6.5 0 0 0.375 6.875 ALEXANDRIA VA 22310 Single Family 514400 20060401 80.00 No MI 100031000000000000 2.25 20110301 11.875 2.25 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 117517 842.5 360 359 7.375 0 0 0.375 7.75 Orem UT 84057 Single Family 117600 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 228750 1572.65625 360 359 7.875 0 0 0.375 8.25 Boca Raton FL 33496 Single Family 228750 20060401 75.00 No MI 100091000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 148000 971.25 360 358 7.5 0 0 0.375 7.875 LAS VEGAS NV 89107 Single Family 148000 20060301 80.00 No MI 100183000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 266500 1471.302083 360 359 6.25 0 0 0.375 6.625 North Palm Beach FL 33408 Condominium 266500 20060401 45.17 No MI 100035000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 123402.98 741.95 360 358 5.625 0 0 0.375 6 Duluth GA 30097 Condominium 123750 20060301 59.98 No MI 2.25 20110201 12 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G03 574400 3649.833333 360 359 7.25 0 0 0.375 7.625 WALNUT CA 91789 Single Family 574400 20060401 80.00 No MI 100311000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 344000 1970.833333 360 359 6.5 0 0 0.375 6.875 Romoland CA 92585 Single Family 344000 20060401 80.00 No MI 100096000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 227400 1421.25 360 359 7.125 0 0 0.375 7.5 PLYMOUTH MA 2360 Single Family 227400 20060401 69.65 No MI 1001026-0040052315 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 341250 1919.53125 360 358 6.375 0 0 0.375 6.75 ALOHA OR 97006 PUD 341250 20060301 65.00 No MI 100074000000000000 2.25 20110201 12.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 181450 1039.557292 360 358 6.5 0 0 0.375 6.875 SURPRISE AZ 85379 PUD 181450 20060301 79.99 No MI 100063000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 454952 2653.886667 360 358 6.625 0 0 0.375 7 STEPHENSON VA 22656 PUD 455032 20060301 80.00 No MI 100063000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 210400 1139.666667 360 359 6.125 0 0 0.375 6.5 Las Vegas NV 89123 PUD 210400 20060401 80.00 No MI 100195000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 208500 1346.5625 360 359 7.375 0 0 0.375 7.75 New Britain CT 6053 2-4 Family 208500 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 258589.17 1966.69 360 359 8 0 0 0.375 8.375 Atlanta GA 30318 2-4 Family 258750 20060401 75.00 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 273750 1882.03125 360 360 7.875 0 0 0.375 8.25 Saint Petersburg FL 33707 Single Family 273750 20060501 75.00 No MI 100238000000000000 2.25 20110401 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360401 AFL2
GROUP II G01 124000 723.3333333 360 358 6.625 0 0 0.375 7 Plano IL 60545 Single Family 124000 20060301 78.48 No MI 010009900000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 129599.25 809.9953125 360 358 7.125 0 0 0.375 7.5 Covington GA 30014 Single Family 129600 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 119162.5 782.0039063 360 358 7.5 0 0 0.375 7.875 Chicago IL 60654 Condominium 120000 20060301 75.00 No MI 100099000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 70400 476.6666667 360 358 7.75 0 0 0.375 8.125 Fort Worth TX 76137 Single Family 70400 20060301 80.00 No MI 100099000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 211175.51 1209.859693 360 358 6.5 0 0 0.375 6.875 Mc Donough GA 30252 PUD 211200 20060301 80.00 No MI 100039000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 130095.88 877.18 360 359 6.75 0 0 0.375 7.125 Phoenix AZ 85051 Single Family 130200 20060401 70.00 No MI 100170000000000000 2.25 20110301 12.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 77670 477.346875 360 359 7 0 0 0.375 7.375 GARLAND TX 75043 Single Family 77670 20060401 75.00 No MI 100076000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 229585 1434.90625 360 358 7.125 0 0 0.375 7.5 ORANGE PARK FL 32073 PUD 229585 20060301 80.00 No MI 100063000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 71535.32 495.21 360 357 7 0 0 0.375 7.375 Columbus OH 43224 2-4 Family 71700 20060201 79.96 No MI 1000312-3070713932 2.25 20090101 13.375 1.875 1 First Lien N N 0 No_PP 360 36 N 20360101 AFL2
GROUP II G02 158700 958.8125 360 359 6.875 0 0 0.375 7.25 Homestead FL 33030 PUD 158700 20060401 80.00 No MI 100196000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 990000 6496.875 360 358 7.5 0 0 0.375 7.875 Miami FL 33184 Single Family 990000 20060301 79.20 No MI 100016000000000000 2.75 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 192393 1262.579063 360 359 7.5 0 0 0.375 7.875 LAS VEGAS NV 89122 Single Family 192393 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.875 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 169392 935.185 360 359 6.25 0 0 0.375 6.625 NORTH LAS VEGAS NV 89084 Condominium 169392 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 134925 857.3359375 360 359 7.25 0 0 0.375 7.625 Kelso WA 98626 Single Family 134925 20060401 75.00 No MI 100173000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 411889 2445.590938 360 358 6.75 0 0 0.375 7.125 Murrieta CA 92563 Single Family 411889 20060301 80.00 No MI 100099000000000000 2.25 20090201 13.125 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360201 AFL2
GROUP I G01 159761.78 1118.74 360 358 7.125 0 0 0.375 7.5 Warren MA 1083 Single Family 160000 20060301 80.00 No MI 100099000000000000 2.25 20090201 13.5 1.875 1 First Lien N N 0 No_PP 360 36 N 20360201 AFL2
GROUP I G01 73580.61 509.37 360 357 7 0 0 0.375 7.375 Columbus OH 43215 2-4 Family 73750 20060201 79.99 No MI 1000312-3070713577 2.25 20090101 13.375 1.875 1 First Lien N N 0 No_PP 360 36 N 20360101 AFL2
GROUP II G01 312000 1917.5 360 359 7 0 0 0.375 7.375 Denver CO 80206 Single Family 312000 20060401 80.00 No MI 100030000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 196000 1245.416667 360 359 7.25 0 0 0.375 7.625 Las Vegas NV 89120 Single Family 196000 20060401 80.00 No MI 100195000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 239992 1299.956667 360 358 6.125 0 0 0.375 6.5 LAS VEGAS NV 89131 PUD 239992 20060301 80.00 No MI 100063000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 131200 751.6666667 360 359 6.5 0 0 0.375 6.875 Las Vegas NV 89109 Condominium 131200 20060401 80.00 No MI 010194900000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 178748 1042.696667 360 358 6.625 0 0 0.375 7 JACKSONVILLE FL 32244 PUD 178748 20060301 80.00 No MI 100063000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 187268.06 1201.22 360 358 6.25 0 0 0.375 6.625 LAVEEN AZ 85339 PUD 187600 20060301 80.00 No MI 100063000000000000 2.375 20080201 11.625 1.875 1 First Lien N N 0 No_PP 360 24 N 20360201 AFL2
GROUP I G01 220000 1420.833333 360 359 7.375 0 0 0.375 7.75 Las Vegas NV 89107 Single Family 220000 20060401 80.00 No MI 100195000000000000 2.25 20110301 12.75 2 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 199914 1207.81375 360 358 6.875 0 0 0.375 7.25 King George VA 22485 PUD 199914 20060301 80.00 No MI 100034000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G03 880000 5316.666667 360 359 6.875 0 0 0.375 7.25 Las Vegas NV 89135 PUD 880000 20060401 80.00 No MI 100195000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 490000 2450 360 356 5.625 0 0 0.375 6 San Rafael CA 94903 Single Family 490000 20060101 54.44 No MI 100286000000000000 1.5 20060601 12 1.875 0 First Lien N Y 120 No_PP 360 6 N 20351201 AFL2
GROUP II G03 600000 3500 360 359 6.625 0 0 0.375 7 SAN JOSE CA 95121 Single Family 600000 20060401 80.00 No MI 100311000000000000 2.25 20110301 12 1.125 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 125000 703.125 360 358 6.375 0 0 0.375 6.75 Taft CA 93268 2-4 Family 125000 20060301 50.61 No MI 100034000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 340000 2089.583333 360 357 7 0 0 0.375 7.375 Far Rockaway NY 11691 Single Family 340000 20060201 80.00 No MI 100039000000000000 2.25 20110101 12.375 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G02 288060 1800.375 360 359 7.125 0 0 0.375 7.5 Las Vegas NV 89147 Single Family 288060 20060401 80.00 No MI 100195000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 308712 1768.6625 360 359 6.5 0 0 0.375 6.875 ORLANDO FL 32828 Single Family 308712 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 139036 897.9408333 360 359 7.375 0 0 0.375 7.75 NORTH LAS VEGAS NV 89084 Condominium 139036 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 131107.4 939.93 360 359 7.375 0 0 0.375 7.75 BALTIMORE MD 21201 Single Family 131200 20060401 80.00 No MI 100289000000000000 2.25 20110301 13.75 1.875 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 103210.12 655.8143042 360 358 7.25 0 0 0.375 7.625 NORTH LAS VEGAS NV 89030 Single Family 104000 20060301 80.00 No MI 100183000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 320000 2200 360 359 7.875 0 0 0.375 8.25 TAMPA FL 33626 PUD 320000 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 394891.41 2591.474878 360 358 7.5 0 0 0.375 7.875 Los Angeles CA 90039 Single Family 397500 20060301 75.00 No MI 100034000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 557500 2961.71875 360 358 6 0 0 0.375 6.375 CORONA CA 92882 PUD 557500 20060301 79.99 No MI 100183000000000000 2.25 20090201 12.375 1.875 2 First Lien N Y 120 Prepay 360 36 N 20360201 AFL2
GROUP I G01 336000 2205 360 359 7.5 0 0 0.375 7.875 SPRINGFIELD VA 22150 PUD 336000 20060401 80.00 No MI 100196000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 248000 1627.5 360 358 7.5 0 0 0.375 7.875 Modesto CA 95354 2-4 Family 248000 20060301 80.00 No MI 100034000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 209600 1397.333333 360 359 7.625 0 0 0.375 8 CHICAGO IL 60649 Single Family 209600 20060401 80.00 No MI 100113000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 140625 966.796875 360 359 7.875 0 0 0.375 8.25 Culver OR 97734 Single Family 140625 20060401 75.00 No MI 100114000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 128000 733.3333333 360 358 6.5 0 0 0.375 6.875 Foley AL 36535 Single Family 128000 20060301 80.00 No MI 1002293-3000009066 2.25 20110201 12.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 169600 1042.333333 360 359 7 0 0 0.375 7.375 Jacksonville FL 32225 PUD 169600 20060401 80.00 No MI 100264000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 292000 1825 360 359 7.125 0 0 0.375 7.5 FREDRICK MD 21702 Townhouse 292000 20060401 80.00 No MI 100293000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 172653 1097.065938 360 359 7.25 0 0 0.375 7.625 Puyallup WA 98375 PUD 172653 20060401 75.00 No MI 100173000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 181600 1097.166667 360 359 6.875 0 0 0.375 7.25 LEESVILLE SC 29070 Single Family 181600 20060401 80.00 No MI 100252000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 220000 1375 360 359 7.125 0 0 0.375 7.5 Phoenix AZ 85041 PUD 220000 20060401 72.13 No MI 100071000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 247200 1699.5 360 359 7.875 0 0 0.375 8.25 Las Vegas NV 89143 PUD 247200 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 157528.57 908.68 360 359 6 0 0 0.375 6.375 Portland OR 97220 Single Family 157600 20060401 80.00 No MI 100274000000000000 2.25 20110301 12.375 1.875 1 First Lien Y N 0 No_PP 480 60 N 20360301 AFL2
GROUP II G03 1000000 5729.166667 360 358 6.5 0 0 0.375 6.875 Las Vegas NV 89117 PUD 1000000 20060301 78.13 No MI 100034000000000000 2.25 20110201 12.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 137950 804.7083333 360 359 6.625 0 0 0.375 7 SCOTTSDALE AZ 85258 Condominium 137950 20060401 79.98 No MI 100092000000000000 2.25 20110301 13 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 224000 1446.666667 360 358 7.375 0 0 0.375 7.75 Minneapolis MN 55418 2-4 Family 224000 20060301 80.00 No MI 100221000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 176800 1123.416667 360 358 7.25 0 0 0.375 7.625 Oakdale MN 55128 Single Family 176800 20060301 80.00 No MI 100221000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 184000 1111.666667 360 359 6.875 0 0 0.375 7.25 STOCKTON CA 95203 Single Family 184000 20060401 80.00 No MI 100199000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 960000 6300 360 358 7.5 0 0 0.375 7.875 SANTA ANA CA 92707 PUD 960000 20060301 80.00 No MI 100183000000000000 2.25 20130201 12.875 1.875 1 First Lien N Y 84 Prepay 360 84 N 20360201 AFL2
GROUP I G01 600000 3437.5 360 359 6.5 0 0 0.375 6.875 MIDDLETOWN CA 95461 Single Family 600000 20060401 57.86 No MI 100022000000000000 2.25 20130301 11.875 1.875 1 First Lien N Y 120 Prepay 360 84 N 20360301 AFL2
GROUP I G01 203200 1397 360 359 7.875 0 0 0.375 8.25 BULLHEAD CITY AZ 86442 PUD 203200 20060401 80.00 No MI 100400000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 383920 2319.516667 360 359 6.875 0 0 0.375 7.25 Springfield VA 22150 Single Family 383920 20060401 80.00 No MI 100218000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 66346.9 447.35 360 359 6.75 0 0 0.375 7.125 North Little Rock AR 72116 Single Family 66400 20060401 80.00 No MI 100238000000000000 5 20110301 12.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 160000 950 360 358 6.75 0 0 0.375 7.125 Buckeye AZ 85326 PUD 160000 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.125 4.625 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 140000 772.9166667 360 359 6.25 0 0 0.375 6.625 Orlando FL 32803 Single Family 140000 20060401 58.82 No MI 100039000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 172000 1128.75 360 358 7.5 0 0 0.375 7.875 Tampa FL 33603 Single Family 172000 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 460600 2686.833333 360 359 6.625 0 0 0.375 7 Bellflower CA 90706 Single Family 460600 20060401 63.53 No MI 100096000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 507833.75 3332.658984 360 358 7.5 0 0 0.375 7.875 Stone Mountain GA 30087 Single Family 508000 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 240000 1400 360 359 6.625 0 0 0.375 7 Lehigh Acres FL 33972 Single Family 240000 20060401 72.95 No MI 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 228800 1573 360 358 7.875 0 0 0.375 8.25 BOGART GA 30622 Single Family 228800 20060301 80.00 No MI 100185000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 119787.68 768.37 360 358 6.25 0 0 0.375 6.625 EAST POINT GA 30344 Single Family 120000 20060301 80.00 No MI 100185000000000000 2.25 20110201 11.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 201600 1365 360 358 7.75 0 0 0.375 8.125 ATLANTA GA 30311 Single Family 201600 20060301 80.00 No MI 100185000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 152000 1029.166667 360 358 7.75 0 0 0.375 8.125 ATLANTA GA 30310 Single Family 152000 20060301 80.00 No MI 100185000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 168750 1125 360 358 7.625 0 0 0.375 8 ATLANTA GA 30310 Single Family 168750 20060301 75.00 No MI 100185000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 687750 4226.796875 360 358 7 0 0 0.375 7.375 San Jose CA 95110 2-4 Family 687750 20060301 72.39 No MI 100034000000000000 2.25 20110201 13.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 180000 1125 360 358 7.125 0 0 0.375 7.5 MARIETTA GA 30066 Single Family 180000 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 75350 455.2395833 360 358 6.875 0 0 0.375 7.25 HAMPTON GA 30228 PUD 75350 20060301 74.99 No MI 100185000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 110000 721.875 360 358 7.5 0 0 0.375 7.875 FLOWERY BRANCH GA 30542 PUD 110000 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 116000 761.25 360 358 7.5 0 0 0.375 7.875 FLOWERY BRANCH GA 30542 PUD 116000 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 332400 2008.25 360 358 6.875 0 0 0.375 7.25 MCDONOUGH GA 30253 PUD 332400 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 111200 764.5 360 358 7.875 0 0 0.375 8.25 LITHONIA GA 30058 Condominium 111200 20060301 80.00 No MI 100185000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 245600 1586.166667 360 359 7.375 0 0 0.375 7.75 FRAMINGHAM MA 1702 Single Family 245600 20060401 80.00 No MI 100095000000000000 2.25 20110301 13.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 268000 1423.75 360 359 6 0 0 0.375 6.375 Las Vegas NV 89139 PUD 268000 20060401 80.00 No MI 100195000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 183920.94 1149.505875 360 359 7.125 0 0 0.375 7.5 Chicago IL 60619 Single Family 184000 20060401 76.67 No MI 100113000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 299200 1932.333333 360 359 7.375 0 0 0.375 7.75 Unincorporated (Oak Park CA 91377 Condominium 299200 20060401 80.00 No MI 100231000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 124600 765.7708333 360 358 7 0 0 0.375 7.375 Summerville SC 29485 Condominium 124600 20060301 80.00 No MI 100229000000000000 2.25 20110201 13.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 118400 727.6666667 360 358 7 0 0 0.375 7.375 Richmond Hill GA 31324 Single Family 118400 20060301 80.00 No MI 100229000000000000 2.25 20110201 13.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 100875 693.515625 360 359 7.875 0 0 0.375 8.25 Denver CO 80216 Single Family 100875 20060401 75.00 No MI 100113000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 97500 639.84375 360 359 7.5 0 0 0.375 7.875 LEXINGTON SC 29073 Single Family 97500 20060401 75.00 No MI 100252000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 161913 877.02875 360 357 6.125 0 0 0.375 6.5 COLORADO SPRINGS CO 80921 PUD 161913 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G02 111920 676.1833333 360 359 6.875 0 0 0.375 7.25 Colorado Springs CO 80918 Single Family 111920 20060401 80.00 No MI 100125000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 244000 1321.666667 360 359 6.125 0 0 0.375 6.5 West Palm Beach FL 33411 Single Family 244000 20060401 80.00 No MI 100041000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 264000 1815 360 359 7.875 0 0 0.375 8.25 North Las Vegas NV 89031 Single Family 264000 20060401 75.00 No MI 100185000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 243750 1675.78125 360 359 7.875 0 0 0.375 8.25 North Las Vegas NV 89031 Single Family 243750 20060401 75.00 No MI 100185000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 281250 1933.59375 360 359 7.875 0 0 0.375 8.25 Pompano Beach FL 33062 Single Family 281250 20060401 75.00 No MI 100185000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 240000 1350 360 359 6.375 0 0 0.375 6.75 Los Angeles CA 91352 Single Family 240000 20060401 55.81 No MI 100022000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 329000 2021.979167 360 359 7 0 0 0.375 7.375 Miami FL 33157 Single Family 329000 20060401 70.00 No MI 100185000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 90050 590.953125 360 359 7.5 0 0 0.375 7.875 Denver CO 80219 Single Family 90050 20060401 74.98 No MI 100185000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 173950 960.3489583 360 358 6.25 0 0 0.375 6.625 NORTH LAUDERDALE FL 33068 PUD 173950 20060301 80.00 No MI 100185000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 308000 2117.5 360 358 7.875 0 0 0.375 8.25 Atlanta GA 30308 2-4 Family 308000 20060301 80.00 No MI 100034000000000000 2.25 20110201 14.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 1000000 6250 360 359 7.125 0 0 0.375 7.5 MONTEREY CA 93940 Single Family 1000000 20060401 76.92 No MI 100194000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 49969.12 375.64 360 359 7.875 0 0 0.375 8.25 CINCINNATI OH 45217 Single Family 50001 20060401 80.00 No MI 2.25 20110301 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 117750 760.46875 360 359 7.375 0 0 0.375 7.75 Dayton OH 45414 PUD 117750 20060401 79.97 No MI 100031000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 904400 6217.75 360 359 7.875 0 0 0.375 8.25 Boonsboro MD 21713 PUD 904400 20060401 80.00 No MI 010009100000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 320033 2200.226875 360 359 7.875 0 0 0.375 8.25 FORT MYERS FL 33912 Condominium 320033 20060401 80.00 No MI 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 237415.93 1483.849563 360 359 7.125 0 0 0.375 7.5 MESA AZ 85206 Single Family 237416 20060401 80.00 No MI 100071000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 840000 5250 360 360 7.125 0 0 0.375 7.5 Chicago IL 60611 Condominium 840000 20060501 70.00 No MI 100397000000000000 2.25 20110401 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360401 AFL2
GROUP II G02 310400 1972.333333 360 357 7.25 0 0 0.375 7.625 Annandale VA 22003 Condominium 310400 20060201 80.00 No MI 100218000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 144072 930.465 360 358 7.375 0 0 0.375 7.75 Cypress TX 77429 2-4 Family 144072 20060301 65.00 No MI 100173000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 144072 930.465 360 358 7.375 0 0 0.375 7.75 Cypress TX 77429 2-4 Family 144072 20060301 65.00 No MI 1001732-5001002990 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 144072 900.45 360 358 7.125 0 0 0.375 7.5 Cypress TX 77429 2-4 Family 144072 20060301 65.00 No MI 100173000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 144072 930.465 360 358 7.375 0 0 0.375 7.75 Cypress TX 77429 2-4 Family 144072 20060301 65.00 No MI 100173000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 268800 1512 360 354 6.375 0 0 0.375 6.75 Spring Valley CA 91977 Single Family 268800 20051101 80.00 No MI 100039000000000000 2.25 20101001 12.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20351001 AFL2
GROUP II G02 299032 1588.6075 360 359 6 0 0 0.375 6.375 APPLE VALLEY CA 92308 PUD 299032 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 980000 6022.916667 360 358 7 0 0 0.375 7.375 Sherman Oaks CA 91403 Single Family 980000 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 165600 1104 360 359 7.625 0 0 0.375 8 Aurora IL 60506 Single Family 165600 20060401 80.00 No MI 100030000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 181500 1172.1875 360 359 7.375 0 0 0.375 7.75 Redding CA 96002 Single Family 181500 20060401 79.99 No MI 010006100000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 788000 5007.083333 360 359 7.25 0 0 0.375 7.625 OTSEGO MN 55362 PUD 788000 20060401 80.00 No MI 100400000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 203200 1312.333333 360 359 7.375 0 0 0.375 7.75 Lenexa KS 66219 Single Family 203200 20060401 80.00 No MI 100400000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 136500 796.25 360 359 6.625 0 0 0.375 7 Tucson AZ 85748 PUD 136500 20060401 65.00 No MI 100101000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 376080 2154.625 360 359 6.5 0 0 0.375 6.875 BAKERSFIELD CA 93311 Single Family 376080 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 349429.99 2001.942651 360 359 6.5 0 0 0.375 6.875 HENDERSON NV 89044 PUD 349430 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 311175 1880.015625 360 359 6.875 0 0 0.375 7.25 ANTHEM AZ 85086 Single Family 311175 20060401 80.00 No MI 100017000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 202500 1328.90625 360 359 7.5 0 0 0.375 7.875 Riverside CA 92507 Single Family 202500 20060401 75.00 No MI 100173000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 229600 1482.833333 360 359 7.375 0 0 0.375 7.75 PHOENIX AZ 85024 Single Family 229600 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 276000 1782.5 360 358 7.375 0 0 0.375 7.75 Orangevale CA 95662 Single Family 276000 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 179200 1082.666667 360 358 6.875 0 0 0.375 7.25 Parker CO 80134 PUD 179200 20060301 80.00 No MI 100030000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 880000 5866.666667 360 359 7.625 0 0 0.375 8 Fort Lauderdale FL 33301 Condominium 880000 20060401 80.00 No MI 100204000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 350000 2406.25 360 359 7.875 0 0 0.375 8.25 Scottsdale AZ 85259 PUD 350000 20060401 70.00 No MI 100173000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 164800 995.6666667 360 359 6.875 0 0 0.375 7.25 Somonauk IL 60552 PUD 164800 20060401 80.00 No MI 100113000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 400000 2458.333333 360 359 7 0 0 0.375 7.375 Media PA 19063 Single Family 400000 20060401 80.00 No MI 100077000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 350000 2187.5 360 359 7.125 0 0 0.375 7.5 Tracy CA 95376 Single Family 350000 20060401 70.00 No MI 100256000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 135987.53 878.2527979 360 359 7.375 0 0 0.375 7.75 Phoenix AZ 85037 Single Family 136000 20060401 80.00 No MI 100041000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 224250 1518.359375 360 359 7.75 0 0 0.375 8.125 San Bernardino CA 92411 2-4 Family 224250 20060401 65.00 No MI 100145000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 108800 680 360 358 7.125 0 0 0.375 7.5 CHESAPEAKE VA 23320 Single Family 108800 20060301 80.00 No MI 010012600000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 184847 1136.038854 360 359 7 0 0 0.375 7.375 BUCKEYE AZ 85326 PUD 184847 20060401 80.00 No MI 100071000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 212000 1413.333333 360 359 7.625 0 0 0.375 8 Avondale AZ 85323 PUD 212000 20060401 80.00 No MI 100172000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 105000 678.125 360 359 7.375 0 0 0.375 7.75 Chicago IL 60621 2-4 Family 105000 20060401 70.00 No MI 100173000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 145600 864.5 360 359 6.75 0 0 0.375 7.125 WILLIS TX 77318 PUD 145600 20060401 65.00 No MI 100199000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 528000 3630 360 359 7.875 0 0 0.375 8.25 LOS ANGELES CA 90042 2-4 Family 528000 20060401 80.00 No MI 100087000000000000 2.25 20110301 14.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 212000 1347.083333 360 358 7.25 0 0 0.375 7.625 NORTH LAS VEGAS NV 89032 Single Family 212000 20060301 80.00 No MI 010018300000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 304000 1773.333333 360 358 6.625 0 0 0.375 7 Annapolis MD 21403 Single Family 304000 20060301 80.00 No MI 100183000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 280000 1779.166667 360 358 7.25 0 0 0.375 7.625 HENDERSON NV 89014 Single Family 280000 20060301 80.00 No MI 100183000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 417000 2562.8125 360 359 7 0 0 0.375 7.375 NORTH AURORA IL 60542 PUD 417000 20060401 79.43 No MI 100400000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 67557.98 513.81 360 359 8 0 0 0.375 8.375 HIGH POINT NC 27260 Single Family 67600 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 760000 4987.5 360 359 7.5 0 0 0.375 7.875 Redondo Beach CA 90277 Condominium 760000 20060401 80.00 No MI 1003228-0086751964 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 330000 2234.375 360 359 7.75 0 0 0.375 8.125 Riverbank CA 95367 Single Family 330000 20060401 79.52 No MI 100202000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 378800 2643.708333 360 359 8 0 0 0.375 8.375 OAK HILL VA 20171 Condominium 378800 20060401 79.99 No MI 100031000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 111680 721.2666667 360 359 7.375 0 0 0.375 7.75 OAKWOOD GA 30566 PUD 111680 20060401 80.00 No MI 100086000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 307200 1696 360 358 6.25 0 0 0.375 6.625 OAKLAND CA 94601 Single Family 307200 20060301 80.00 No MI 100074000000000000 2.25 20090201 12.625 1.875 1 First Lien N Y 120 Prepay 360 36 N 20360201 AFL2
GROUP I G01 108000 731.25 360 359 7.75 0 0 0.375 8.125 SALT LAKE CITY UT 84119 PUD 108000 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 169400 988.1666667 360 359 6.625 0 0 0.375 7 Denver CO 80210 Single Family 169400 20060401 70.00 No MI 100095000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 199200 1369.5 360 359 7.875 0 0 0.375 8.25 Provo UT 84606 Single Family 199200 20060401 80.00 No MI 100173000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 238400 1639 360 359 7.875 0 0 0.375 8.25 Las Vegas NV 89115 PUD 238400 20060401 80.00 No MI 100173000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 145600 773.5 360 359 6 0 0 0.375 6.375 Atlanta GA 30349 PUD 145600 20060401 70.00 No MI 100173000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 172800 1026 360 358 6.75 0 0 0.375 7.125 College Park GA 30349 2-4 Family 172800 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 75600 480.375 360 359 7.25 0 0 0.375 7.625 Vandalia OH 45377 Single Family 75600 20060401 70.00 No MI 100185000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 168750 1001.953125 360 359 6.75 0 0 0.375 7.125 TOLLESON AZ 85353 PUD 168750 20060401 75.00 No MI 100414000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 165400 999.2916667 360 359 6.875 0 0 0.375 7.25 Atlanta GA 30308 Single Family 165400 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 199920 1228.675 360 359 7 0 0 0.375 7.375 El Mirage AZ 85335 PUD 199920 20060401 79.97 No MI 100170000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 276730.99 1758.394832 360 358 7.25 0 0 0.375 7.625 Minneola FL 34715 PUD 276731 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 112500 750 360 358 7.625 0 0 0.375 8 Gulf Shores AL 36542 Condominium 112500 20060301 90.00 Republic MIC 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 687000 4222.1875 360 358 7 0 0 0.375 7.375 Santa Rosa Beach FL 32459 PUD 687000 20060301 80.00 No MI 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 256000 1600 360 358 7.125 0 0 0.375 7.5 Cape Coral FL 33904 2-4 Family 256000 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 135120 844.5 360 359 7.125 0 0 0.375 7.5 Snellville GA 30039 PUD 135120 20060401 80.00 No MI 100187000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 604000 3712.083333 360 358 7 0 0 0.375 7.375 Miami FL 33131 Condominium 604000 20060301 80.00 No MI 100016000000000000 2.25 20110201 13.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 1293750 8085.9375 360 359 7.125 0 0 0.375 7.5 New Hope PA 18938 Single Family 1293750 20060401 75.00 No MI 1000702-1006001698 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 274400 1429.166667 360 359 5.875 0 0 0.375 6.25 SAINT PAUL MN 55104 Single Family 274400 20060401 80.00 No MI 100400000000000000 2.25 20110301 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 211200 1386 360 358 7.5 0 0 0.375 7.875 Maple Grove MN 55369 Single Family 211200 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 64949.3 443.41 360 359 6.875 0 0 0.375 7.25 Hillsboro MO 63050 PUD 65000 20060401 36.11 No MI 001004250000000000 2.25 20110301 12.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 203850 1231.59375 360 359 6.875 0 0 0.375 7.25 Phoenix AZ 85041 Single Family 203850 20060401 80.00 No MI 100200000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 144000 900 360 359 7.125 0 0 0.375 7.5 Phoenix AZ 85017 Single Family 144000 20060401 80.00 No MI 000000000010601527 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 110000 584.375 360 358 6 0 0 0.375 6.375 Clearlake CA 95422 Single Family 110000 20060301 64.71 No MI 100161000000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 128000 880 360 359 7.875 0 0 0.375 8.25 JACKSONVILLE FL 32244 Single Family 128000 20060401 80.00 No MI 100400000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 440000 2750 360 359 7.125 0 0 0.375 7.5 Richmond MN 56368 Single Family 440000 20060401 80.00 No MI 100271000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 120000 737.5 360 358 7 0 0 0.375 7.375 Phillipsburg NJ 8865 Single Family 120000 20060301 80.00 No MI 010023400000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 285000 1959.375 360 358 7.875 0 0 0.375 8.25 JERSEY CITY NJ 7305 2-4 Family 285000 20060301 75.00 No MI 100247000000000000 5.5 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 344000 1970.833333 360 358 6.5 0 0 0.375 6.875 Paterson NJ 7501 2-4 Family 344000 20060301 80.00 No MI 100234000000000000 2.25 20110201 11.875 5.125 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 395600 2266.458333 360 359 6.5 0 0 0.375 6.875 Walnut Creek CA 94597 Condominium 395600 20060401 79.93 No MI 100102000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 142244.31 876.78 360 359 5.875 0 0 0.375 6.25 Cody WY 82414 Single Family 142400 20060401 80.00 No MI 100030000000000000 2.25 20110301 11.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 220000 1352.083333 360 359 7 0 0 0.375 7.375 Wheaton IL 60187 Single Family 220000 20060401 80.00 No MI 100030000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 215600 1325.041667 360 358 7 0 0 0.375 7.375 CENTENNIAL CO 80112 Single Family 215600 20060301 80.00 No MI 100030000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 470800 3089.625 360 359 7.5 0 0 0.375 7.875 CASTLE ROCK CO 80108 Single Family 470800 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 102989.94 643.687125 360 358 7.125 0 0 0.375 7.5 Mooresville NC 28117 Single Family 103000 20060301 63.98 No MI 100142000000000000 2.75 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 488000 2948.333333 360 359 6.875 0 0 0.375 7.25 Sherman Oaks CA 91401 Single Family 488000 20060401 80.00 No MI 100096000000000000 2.25 20110301 12.25 2.375 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 686000 4358.958333 360 359 7.25 0 0 0.375 7.625 Las Vegas NV 89135 PUD 686000 20060401 70.00 No MI 100256000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 400000 2708.333333 360 359 7.75 0 0 0.375 8.125 MESA AZ 85213 Single Family 400000 20060401 80.00 No MI 100414000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 463755 2995.084375 360 359 7.375 0 0 0.375 7.75 STOCKTON CA 95212 Single Family 463755 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 112500 726.5625 360 359 7.375 0 0 0.375 7.75 Bakersfield CA 93308 Single Family 112500 20060401 75.00 No MI 100414000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 129350 889.28125 360 359 7.875 0 0 0.375 8.25 Concord NC 28025 PUD 129350 20060401 79.99 No MI 100425000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 275568.08 1882.81 360 358 6.875 0 0 0.375 7.25 Chicago IL 60639 2-4 Family 276000 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 81893.67 604.62 360 358 7.625 0 0 0.375 8 Houston TX 77072 Single Family 82400 20060301 80.00 No MI 100099000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 394487.12 2260.082458 360 358 6.5 0 0 0.375 6.875 Covington GA 30016 PUD 394864 20060301 80.00 No MI 100099000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 73505.82 552.93 360 358 7.875 0 0 0.375 8.25 Memphis TN 38105 Single Family 73600 20060301 80.00 No MI 1002656-0000424956 2.25 20110201 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 339000 1800.9375 360 355 6 0 0 0.375 6.375 INDIO CA 92203 PUD 339000 20051201 79.96 No MI 100432000000000000 2.25 20081101 12.375 1.875 2 First Lien N Y 60 No_PP 360 36 N 20351101 AFL2
GROUP II G01 65000 392.7083333 360 359 6.875 0 0 0.375 7.25 Linden NJ 7036 Single Family 65000 20060401 21.67 No MI 100234000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 379300 2370.625 360 358 7.125 0 0 0.375 7.5 ROSEDALE MD 21237 PUD 379300 20060301 80.00 No MI 100031000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 78623.54 584.16 360 359 7.75 0 0 0.375 8.125 Austin TX 78744 Single Family 78675 20060401 75.00 No MI 100199000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 133152 790.59 360 359 6.75 0 0 0.375 7.125 Fort Mill SC 29715 PUD 133152 20060401 80.00 No MI 100028000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 407855.14 2609.86 360 359 6.875 0 0 0.375 7.25 Bronx NY 10456 2-4 Family 408000 20060401 80.00 No MI 100163000000000000 2.25 20110301 12.25 1.875 1 First Lien Y N 0 No_PP 480 60 N 20360301 AFL2
GROUP I G01 383920 2559.466667 360 359 7.625 0 0 0.375 8 NEW PRAGUE MN 56071 Single Family 383920 20060401 80.00 No MI 100400000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 121600 823.3333333 360 358 7.75 0 0 0.375 8.125 South Saint Paul MN 55075 Single Family 121600 20060301 80.00 No MI 100221000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 64000 440 360 358 7.875 0 0 0.375 8.25 Owatonna MN 55060 PUD 64000 20060301 80.00 No MI 100221000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 165600 1017.75 360 358 7 0 0 0.375 7.375 Brooklyn Park MN 55428 Single Family 165600 20060301 80.00 No MI 100221000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 70850 435.4322917 360 357 7 0 0 0.375 7.375 Saint Cloud MN 56303 2-4 Family 70850 20060201 65.00 No MI 100221000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 362790.85 2456.39638 360 358 7.75 0 0 0.375 8.125 Lakeville MN 55044 Single Family 365600 20060301 80.00 No MI 100221000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 127920 852.8 360 358 7.625 0 0 0.375 8 Saint Paul MN 55117 2-4 Family 127920 20060301 80.00 No MI 100221000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 113560 709.75 360 359 7.125 0 0 0.375 7.5 Grand Junction CO 81501 Single Family 113560 20060401 80.00 No MI 100030000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 117000 731.25 360 359 7.125 0 0 0.375 7.5 Chicago IL 60617 Single Family 117000 20060401 65.00 No MI 100425000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 123750 760.546875 360 358 7 0 0 0.375 7.375 Cincinnati OH 45212 Single Family 123750 20060301 75.00 No MI 100099000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 81621.58 606.43 360 359 7.75 0 0 0.375 8.125 Austin TX 78744 Single Family 81675 20060401 75.00 No MI 100199000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 137600 860 360 358 7.125 0 0 0.375 7.5 Flowery Branch GA 30542 Single Family 137600 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 227430 1302.984375 360 359 6.5 0 0 0.375 6.875 San Jacinto CA 92583 Single Family 227430 20060401 70.00 No MI 1003857-0000917514 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 215200 1345 360 359 7.125 0 0 0.375 7.5 San Diego CA 92116 Condominium 215200 20060401 80.00 No MI 1000335-0000008621 2.25 20110301 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 80000 525 360 359 7.5 0 0 0.375 7.875 Gahanna OH 43230 Single Family 80000 20060401 80.00 No MI 100022000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 294321.59 2264.45 360 359 8.125 0 0 0.375 8.5 Pembroke Pines FL 33024 Single Family 294500 20060401 95.00 PMI 5.5 20080301 13.5 1.875 1 First Lien N N 0 Prepay 360 24 N 20360301 AFL2
GROUP I G01 496000 3203.333333 360 358 7.375 0 0 0.375 7.75 BAKERSFIELD CA 93311 Single Family 496000 20060301 80.00 No MI 100183000000000000 2.25 20110201 12.75 5.125 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 92800 609 360 358 7.5 0 0 0.375 7.875 College Park GA 30349 Single Family 92800 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 556000 3243.333333 360 359 6.625 0 0 0.375 7 Alexandria VA 22307 Single Family 556000 20060401 80.00 No MI 100218000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 130125 759.0625 360 358 6.625 0 0 0.375 7 Forney TX 75126 PUD 130125 20060301 75.00 No MI 010030100000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 356000 2039.583333 360 359 6.5 0 0 0.375 6.875 Fontana CA 92336 Single Family 356000 20060401 80.00 No MI 100096000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 59850 411.46875 360 359 7.875 0 0 0.375 8.25 Dallas GA 30157 Single Family 59850 20060401 70.49 No MI 100185000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 288720 1924.8 360 359 7.625 0 0 0.375 8 BEAUMONT CA 92223 PUD 288720 20060401 80.00 No MI 100057000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 160866 1072.44 360 359 7.625 0 0 0.375 8 OCALA FL 34474 PUD 160866 20060401 80.00 No MI 100057000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 500000 3020.833333 360 359 6.875 0 0 0.375 7.25 Dublin CA 94568 PUD 500000 20060401 80.00 No MI 100096000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 446460.75 2371.822734 360 357 6 0 0 0.375 6.375 QUEEN ANNES MD 21620 Single Family 446580 20060201 80.00 No MI 2.25 20110101 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 264000 1677.5 360 359 7.25 0 0 0.375 7.625 DENVER CO 80222 Single Family 264000 20060401 80.00 No MI 100022000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 264604 1598.649167 360 357 6.875 0 0 0.375 7.25 SURPRISE AZ 85379 PUD 264604 20060201 80.00 No MI 100063000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G04 228000 1306.25 360 358 6.5 0 0 0.375 6.875 Las Vegas NV 89117 PUD 228000 20060301 80.00 No MI 100161000000000000 2.25 20160201 12.875 1.875 2 First Lien N Y 120 No_PP 360 120 N 20360201 AFL2
GROUP II G01 353278.32 2171.189675 360 357 7 0 0 0.375 7.375 ROMOLAND CA 92585 PUD 353514 20060201 90.00 Radian Guaranty 100063000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 95200 644.5833333 360 358 7.75 0 0 0.375 8.125 Denver CO 80239 Single Family 95200 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 271950 1671.359375 360 357 7 0 0 0.375 7.375 LAS VEGAS NV 89138 Single Family 271950 20060201 79.99 No MI 100063000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 58454.37 399.07 360 359 6.875 0 0 0.375 7.25 COLUMBUS OH 43207 Single Family 58500 20060401 65.00 No MI 100252000000000000 2.25 20110301 12.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 343833 1826.612813 360 357 6 0 0 0.375 6.375 ESCONDIDO CA 92027 Condominium 343833 20060201 70.00 No MI 100063000000000000 2.25 20110101 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 301352 1663.714167 360 358 6.25 0 0 0.375 6.625 STAFFORD VA 22554 Townhouse 301352 20060301 80.00 No MI 100063000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 168728 984.2466667 360 357 6.625 0 0 0.375 7 QUEEN CREEK AZ 85242 PUD 168728 20060201 80.00 No MI 100063000000000000 2.25 20110101 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 417000 2171.875 360 358 5.875 0 0 0.375 6.25 SAN JOSE CA 95117 PUD 417000 20060301 79.43 No MI 100074000000000000 2.25 20110201 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 528812 2809.31375 360 357 6 0 0 0.375 6.375 WOODBRIDGE VA 22193 PUD 528812 20060201 80.00 No MI 010062500000000000 2.25 20110101 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 126392 724.1208333 360 358 6.5 0 0 0.375 6.875 HAMPTON GA 30228 Single Family 126392 20060301 80.00 No MI 100032000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 150419 908.7814583 360 358 6.875 0 0 0.375 7.25 Hiram GA 30141 PUD 150419 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 676875 3666.40625 360 358 6.125 0 0 0.375 6.5 FAIRFIELD CA 94534 Single Family 676875 20060301 80.00 No MI 100063000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 176000 1045 360 358 6.75 0 0 0.375 7.125 CONYERS GA 30012 PUD 176000 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 105200 547.9166667 360 358 5.875 0 0 0.375 6.25 ELLENWOOD GA 30294 Single Family 105200 20060301 80.00 No MI 100032000000000000 2.25 20110201 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 263992 1457.455833 360 357 6.25 0 0 0.375 6.625 LAS VEGAS NV 89115 PUD 263992 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 124000 839.5833333 360 358 7.75 0 0 0.375 8.125 LOCUST GROVE GA 30248 Single Family 124000 20060301 80.00 No MI 100032000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 264198 1513.634375 360 357 6.5 0 0 0.375 6.875 LAS VEGAS NV 89149 PUD 264198 20060201 80.00 No MI 100063000000000000 2.5 20110101 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 212588 1328.675 360 357 7.125 0 0 0.375 7.5 MARANA AZ 85653 PUD 212588 20060201 80.00 No MI 100063000000000000 2.25 20110101 12.5 2.125 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 430832 2333.673333 360 357 6.125 0 0 0.375 6.5 BEALETON VA 22712 PUD 430832 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 330385.23 2065.01 360 358 6 0 0 0.375 6.375 LOS ANGELES CA 90001 2-4 Family 331000 20060301 55.17 No MI 100183000000000000 2.25 20090201 11.375 1.875 1 First Lien N N 0 Prepay 360 36 N 20360201 AFL2
GROUP II G01 232777 1430.608646 360 357 7 0 0 0.375 7.375 LAS VEGAS NV 89115 PUD 232777 20060201 80.00 No MI 100063000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 225639.2 1339.73275 360 357 6.75 0 0 0.375 7.125 ORANGE PARK FL 32073 PUD 225640 20060201 80.00 No MI 100063000000000000 2.25 20110101 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 484000 3226.666667 360 357 7.625 0 0 0.375 8 BRISTOW VA 20136 PUD 484000 20060201 78.77 No MI 000100063000000000 2.375 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 306378 1882.948125 360 357 7 0 0 0.375 7.375 MENIFEE CA 92584 Single Family 306378 20060201 80.00 No MI 100063000000000000 2.37 20110101 12.375 2 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 243415 1495.988021 360 357 7 0 0 0.375 7.375 LAS VEGAS NV 89166 PUD 243415 20060201 80.00 No MI 100063000000000000 2.25 20110101 12.375 1.995 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 402428 2179.818333 360 357 6.125 0 0 0.375 6.5 UPPER MARLBORO MD 20774 PUD 402528 20060201 75.00 No MI 100063000000000000 2.25 20110101 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 230000 1197.916667 360 358 5.875 0 0 0.375 6.25 MCDONOUGH GA 30253 Single Family 230000 20060301 63.01 No MI 100032000000000000 2.25 20110201 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 244151 1424.214167 360 357 6.625 0 0 0.375 7 LAS VEGAS NV 89131 PUD 244151 20060201 80.00 No MI 100063000000000000 2.25 20110101 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 125520 849.875 360 358 7.75 0 0 0.375 8.125 STOCKBRIDGE GA 30281 PUD 125520 20060301 80.00 No MI 100032000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 284698 1660.738333 360 358 6.625 0 0 0.375 7 N LAS VEGAS NV 89031 PUD 284698 20060301 80.00 No MI 100183000000000000 2.25 20110201 12 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 155400 1068.375 360 358 7.875 0 0 0.375 8.25 ATLANTA GA 30349 PUD 155400 20060301 79.99 No MI 100032000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 223590.87 1257.698644 360 357 6.375 0 0 0.375 6.75 LAS VEGAS NV 89148 PUD 223992 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 110399 701.4936458 360 358 7.25 0 0 0.375 7.625 PALMETTO GA 30268 Single Family 110399 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 135804.2 986.04 360 358 7.5 0 0 0.375 7.875 Fairburn GA 30213 PUD 135992 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 153049 892.7858333 360 358 6.625 0 0 0.375 7 VILLA RICA GA 30180 PUD 153049 20060301 70.00 No MI 100032000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 181300 982.0416667 360 358 6.125 0 0 0.375 6.5 JACKSONVILLE FL 32218 PUD 181300 20060301 70.00 No MI 100063000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 353370.74 2024.519865 360 357 6.5 0 0 0.375 6.875 LOMA LINDA CA 92354 PUD 353472 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 131250 820.3125 360 358 7.125 0 0 0.375 7.5 WAIPAHU HI 96797 Condominium 131250 20060301 75.00 No MI 100183000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 334294 1741.114583 360 358 5.875 0 0 0.375 6.25 LANCASTER CA 93536 Single Family 334294 20060301 80.00 No MI 100063000000000000 2.375 20080201 11.25 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360201 AFL2
GROUP II G02 334377 1950.5325 360 357 6.625 0 0 0.375 7 LANCASTER CA 93536 Single Family 334377 20060201 80.00 No MI 100063000000000000 2.25 20110101 12 2 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 248000 1369.166667 360 357 6.25 0 0 0.375 6.625 LAS VEGAS NV 89149 PUD 248000 20060201 80.00 No MI 100063000000000000 2.375 20080101 11.625 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP II G01 219192 1301.4525 360 357 6.75 0 0 0.375 7.125 LAS VEGAS NV 89166 PUD 219192 20060201 80.00 No MI 100063000000000000 2.25 20110101 12.125 2 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 207891 1385.94 360 359 7.625 0 0 0.375 8 JACKSONVILLE FL 32258 PUD 207891 20060401 90.00 GE Capital MI 100057000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 191794 1098.819792 360 357 6.5 0 0 0.375 6.875 LAS VEGAS NV 89156 PUD 191794 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 213600 1179.25 360 358 6.25 0 0 0.375 6.625 GILBERT AZ 85234 PUD 213600 20060301 80.00 No MI 100183000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 178924 987.8095833 360 357 6.25 0 0 0.375 6.625 tucson AZ 85757 PUD 178924 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 204000 1296.25 360 359 7.25 0 0 0.375 7.625 Mesa AZ 85202 Single Family 204000 20060401 80.00 No MI 1001993-0000634552 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 125100 794.90625 360 359 7.25 0 0 0.375 7.625 COOPER CITY FL 33328 Condominium 125100 20060401 75.00 No MI 100203000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 172884.71 1080.529438 360 357 7.125 0 0 0.375 7.5 TUCSON AZ 85706 PUD 172887 20060201 80.00 No MI 100063000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 551804 3218.856667 360 359 6.625 0 0 0.375 7 ANTHEM AZ 85086 PUD 551804 20060401 80.00 No MI 100057000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 478120 2838.8375 360 359 6.75 0 0 0.375 7.125 LANCASTER CA 93536 Single Family 478120 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 321016.5 1671.960938 360 357 5.875 0 0 0.375 6.25 LANCASTER CA 93536 Single Family 321072 20060201 80.00 No MI 100063000000000000 2.375 20110101 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 208016 1278.431667 360 357 7 0 0 0.375 7.375 LAS VEGAS NV 89156 PUD 208016 20060201 80.00 No MI 100063000000000000 2.25 20110101 12.375 2 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 323156.27 1817.754019 360 357 6.375 0 0 0.375 6.75 ROMOLAND CA 92585 PUD 323415 20060201 89.91 Radian Guaranty 100063000000000000 2.25 20110101 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 239992 1299.956667 360 357 6.125 0 0 0.375 6.5 LAS VEGAS NV 89139 PUD 239992 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 120672 653.64 360 358 6.125 0 0 0.375 6.5 Riverdale GA 30296 Single Family 120672 20060301 80.00 No MI 100032000000000000 2.25 20090201 12.5 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360201 AFL2
GROUP II G01 138320 763.6416667 360 358 6.25 0 0 0.375 6.625 Jonesboro GA 30238 Single Family 138320 20060301 80.00 No MI 100099000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 89600 513.3333333 360 358 6.5 0 0 0.375 6.875 Douglasville GA 30135 Single Family 89600 20060301 80.00 No MI 100099000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 260000 1570.833333 360 358 6.875 0 0 0.375 7.25 Stuart FL 34997 PUD 260000 20060301 59.09 No MI 100099000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 216000 1350 360 358 7.125 0 0 0.375 7.5 Orlando FL 32818 PUD 216000 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 551450 3561.447917 360 357 7.375 0 0 0.375 7.75 Berlin MD 21811 PUD 551450 20060201 80.00 No MI 100016000000000000 2.25 20110101 13.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 93600 614.25 360 358 7.5 0 0 0.375 7.875 Ft Worth TX 76052 PUD 93600 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 642100 4213.78125 360 359 7.5 0 0 0.375 7.875 Scottsdale AZ 85254 Single Family 642100 20060401 79.86 No MI 100200000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 143895.78 1019.22 360 359 7.25 0 0 0.375 7.625 Summerville SC 29485 Single Family 144000 20060401 80.00 No MI 100091000000000000 2.25 20110301 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 191280 1215.425 360 359 7.25 0 0 0.375 7.625 FREDERICK MD 21702 Condominium 191280 20060401 80.00 No MI 100289000000000000 2.25 20110301 13.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 116392.1 726.81 360 359 6 0 0 0.375 6.375 DESERT HOT SPRINGS CA 92240 Single Family 116500 20060401 42.36 No MI 100400000000000000 2.25 20110301 11.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 363920 2426.133333 360 359 7.625 0 0 0.375 8 NEW PRAGUE MN 56071 Single Family 363920 20060401 80.00 No MI 100400000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 90742.1 682.15 360 359 7.875 0 0 0.375 8.25 Jacksonville FL 32246 Single Family 90800 20060401 80.00 No MI 100266000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 126960 872.85 360 359 7.875 0 0 0.375 8.25 OCALA FL 34472 Single Family 126960 20060401 80.00 No MI 100266000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 105150 711.953125 360 359 7.75 0 0 0.375 8.125 Crowley TX 76036 PUD 105150 20060401 79.98 No MI 100101000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 190400 1309 360 359 7.875 0 0 0.375 8.25 LITTLETON CO 80129 PUD 190400 20060401 80.00 No MI 100400000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 173448.88 975.64995 360 358 6.375 0 0 0.375 6.75 BUFORD GA 30519 PUD 173650 20060301 79.98 No MI 100032000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 42344.34 314.82 360 358 7.75 0 0 0.375 8.125 Duncanville TX 75137 Single Family 42400 20060301 80.00 No MI 100307000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 213500 1245.416667 360 359 6.625 0 0 0.375 7 SAN JACINTO CA 92583 2-4 Family 213500 20060401 70.00 No MI 100400000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 126750 805.390625 360 359 7.25 0 0 0.375 7.625 worth IL 604 Single Family 126750 20060401 65.00 No MI 100425000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 99835.57 665.31 360 358 6.625 0 0 0.375 7 Isanti MN 55040 Single Family 100000 20060301 63.83 No MI 100221000000000000 2.25 20110201 12 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 97232 648.2133333 360 358 7.625 0 0 0.375 8 Owatonna MN 55060 2-4 Family 97232 20060301 80.00 No MI 100221000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 217500 1382.03125 360 358 7.25 0 0 0.375 7.625 Robbinsdale MN 55422 Single Family 217500 20060301 75.00 No MI 100221000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 135816.89 997.92 360 358 7.625 0 0 0.375 8 Menomonee Falls WI 53051 Single Family 136000 20060301 80.00 No MI 100122000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 67883.17 374.7716677 360 358 6.25 0 0 0.375 6.625 Columbia SC 29219 Single Family 68100 20060301 60.00 No MI 100061000000000000 2.25 20110201 12.625 1.875 2.25 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 167200 1079.833333 360 358 7.375 0 0 0.375 7.75 Brooklyn Center MN 55429 Single Family 167200 20060301 80.00 No MI 100221000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 178750 893.75 360 358 5.625 0 0 0.375 6 Hilton Head Island SC 29928 PUD 178750 20060301 65.00 No MI 100061000000000000 2.25 20110201 11 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 300000 1750 360 358 6.625 0 0 0.375 7 Middletown RI 2842 Single Family 300000 20060301 75.00 No MI 100061000000000000 2.25 20110201 13 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 146400 1006.5 360 359 7.875 0 0 0.375 8.25 MILWAUKEE OR 97222 Single Family 146400 20060401 80.00 No MI 100414000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 157500 918.75 360 359 6.625 0 0 0.375 7 Aurora CO 80013 Single Family 157500 20060401 70.00 No MI 100196000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 284607 1689.854063 360 358 6.75 0 0 0.375 7.125 Surprise AZ 85379 Single Family 284607 20060301 80.00 No MI 100200000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 135303 859.7378125 360 359 7.25 0 0 0.375 7.625 RIVERTON UT 84065 PUD 135303 20060401 75.00 No MI 100061000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 157600 985 360 359 7.125 0 0 0.375 7.5 MINNEAPOLIS MN 55419 Single Family 157600 20060401 80.00 No MI 100400000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 139200 957 360 359 7.875 0 0 0.375 8.25 Bridgeville PA 15017 Single Family 139200 20060401 80.00 No MI 100022000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 130900 886.3020833 360 359 7.75 0 0 0.375 8.125 DALLAS TX 75208 2-4 Family 130900 20060401 70.00 No MI 100194000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 111826.8 675.62025 360 358 6.875 0 0 0.375 7.25 Cornelius OR 97113 Single Family 112000 20060301 80.00 No MI 100114000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 182000 1137.5 360 358 7.125 0 0 0.375 7.5 Chicago IL 60617 2-4 Family 182000 20060301 70.00 No MI 100400000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 158400 1072.5 360 358 7.75 0 0 0.375 8.125 ATLANTA GA 30311 Single Family 158400 20060301 80.00 No MI 100185000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 320000 1800 360 358 6.375 0 0 0.375 6.75 ATLANTA GA 30316 Single Family 320000 20060301 80.00 No MI 100185000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 92661.83 648.87 360 358 7.125 0 0 0.375 7.5 JONESBORO GA 30236 Single Family 92800 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 101530.08 736.67 360 359 7.5 0 0 0.375 7.875 Stickney IL 60402 Condominium 101600 20060401 80.00 No MI 100113000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 210000 1378.125 360 358 7.5 0 0 0.375 7.875 N Las Vegas NV 89031 Single Family 210000 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 258750 1698.046875 360 358 7.5 0 0 0.375 7.875 Las Vegas NV 89141 PUD 258750 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 57518.57 329.533474 360 359 6.5 0 0 0.375 6.875 Jackson MI 49203 2-4 Family 57850 20060401 65.00 No MI 100185000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 374669.14 2401.17 360 359 6.25 0 0 0.375 6.625 Whittier CA 90602 Single Family 375000 20060401 79.79 No MI 100022000000000000 2.25 20110301 11.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 251250 1648.828125 360 358 7.5 0 0 0.375 7.875 Las Vegas NV 89117 PUD 251250 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 228825 1382.484375 360 359 6.875 0 0 0.375 7.25 NORTH LAS VEGAS NV 89084 PUD 228825 20060401 75.00 No MI 100057000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 149600 966.1666667 360 358 7.375 0 0 0.375 7.75 Blackwood NJ 8012 2-4 Family 149600 20060301 80.00 No MI 10007650000092342- 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 132688.04 872.4 360 359 6.5 0 0 0.375 6.875 West Jordan UT 84084 Single Family 132800 20060401 80.00 No MI 100099000000000000 2.25 20110301 11.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 190000 1207.291667 360 358 7.25 0 0 0.375 7.625 Suitland MD 20746 Single Family 190000 20060301 80.00 No MI 100187000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 94500 630 360 358 7.625 0 0 0.375 8 Atlanta GA 30315 Single Family 94500 20060301 70.00 No MI 100173000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 212430.27 1394.073647 360 358 7.5 0 0 0.375 7.875 MARANA AZ 85653 PUD 212500 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 193528 1128.913333 360 359 6.625 0 0 0.375 7 LENEXA KS 66227 PUD 193528 20060401 80.00 No MI 100057000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 203780 1018.9 360 358 5.625 0 0 0.375 6 CUMMING GA 30040 Single Family 203780 20060301 80.00 No MI 100057000000000000 2.25 20090201 12 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360201 AFL2
GROUP I G01 199936 1291.253333 360 358 7.375 0 0 0.375 7.75 ORLANDO FL 32828 PUD 199936 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 183272 1126.359167 360 359 7 0 0 0.375 7.375 NORTH LAS VEGAS NV 89084 Condominium 183272 20060401 79.45 No MI 100057000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 629827.43 3936.421438 360 358 7.125 0 0 0.375 7.5 TRACY CA 95304 Single Family 629828 20060301 80.00 No MI 010005700000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 399412 2537.930417 360 359 7.25 0 0 0.375 7.625 Lake Orion MI 48362 Condominium 399412 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 559928 3149.595 360 359 6.375 0 0 0.375 6.75 SACRAMENTO CA 95829 Single Family 559928 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 76000 451.25 360 358 6.75 0 0 0.375 7.125 Jacksonville FL 32225 Single Family 76000 20060301 80.00 No MI 100030000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 256000 1493.333333 360 358 6.625 0 0 0.375 7 Lehigh Acres FL 33972 Single Family 256000 20060301 80.00 No MI 100418000000000000 2.25 20110201 12 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 52519.61 363.3 360 358 7 0 0 0.375 7.375 Kansas City MO 64128 Single Family 52600 20060301 57.17 No MI 100173000000000000 2.25 20110201 12.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 292495.31 1645.286119 360 359 6.375 0 0 0.375 6.75 Phila PA 19104 2-4 Family 292500 20060401 65.00 No MI 100077000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 544000 3116.666667 360 358 6.5 0 0 0.375 6.875 Queen Creek AZ 85242 PUD 544000 20060301 80.00 No MI 100101000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 155152 937.3766667 360 358 6.875 0 0 0.375 7.25 Mooresville NC 28115 PUD 155152 20060301 80.00 No MI 100032000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G04 369376.52 2430.64 360 358 6.5 0 0 0.375 6.875 San Jose CA 95112 Single Family 370000 20060301 59.20 No MI 100034000000000000 2.25 20160201 12.875 1.875 2 First Lien N N 0 Prepay 360 120 N 20360201 AFL2
GROUP I G01 264000 1732.5 360 358 7.5 0 0 0.375 7.875 LOS ANGELES CA 91342 Condominium 264000 20060301 80.00 No MI 100034000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 172000 1128.75 360 358 7.5 0 0 0.375 7.875 Fredericksburg VA 22408 PUD 172000 20060301 80.00 No MI 100034000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 64912.47 476.95 360 358 7.625 0 0 0.375 8 Detroit MI 48213 Single Family 65000 20060301 72.22 No MI 100034000000000000 2.25 20110201 14 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G03 516272 3011.586667 360 359 6.625 0 0 0.375 7 CORONA CA 92880 Single Family 516272 20060401 80.00 No MI 100057000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 226592 1345.39 360 358 6.75 0 0 0.375 7.125 STREAMWOOD IL 60107 PUD 226592 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 182645.6 1103.483833 360 358 6.875 0 0 0.375 7.25 Tucson AZ 85743 PUD 182645.6 20060301 80.00 No MI 010025600000000000 2.75 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 179582 1178.506875 360 359 7.5 0 0 0.375 7.875 OCALA FL 34474 PUD 179582 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.875 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 273204 1650.6075 360 359 6.875 0 0 0.375 7.25 ANTHEM AZ 85086 PUD 273204 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 111711.99 768.0199313 360 358 7.875 0 0 0.375 8.25 Chicago IL 60621 2-4 Family 112000 20060301 80.00 No MI 100034000000000000 2.25 20110201 14.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 240000 1525 360 359 7.25 0 0 0.375 7.625 Las Vegas NV 89122 PUD 240000 20060401 80.00 No MI 100199000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 345000 1832.8125 360 359 6 0 0 0.375 6.375 Rohnert Park CA 94928 Single Family 345000 20060401 57.98 No MI 100172000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 237300 1458.40625 360 358 7 0 0 0.375 7.375 MANASSAS VA 20111 Single Family 237300 20060301 70.00 No MI 100199000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 237300 1458.40625 360 358 7 0 0 0.375 7.375 MANASSAS VA 20111 Single Family 237300 20060301 70.00 No MI 100199000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 281912 1820.681667 360 358 7.375 0 0 0.375 7.75 Elkridge MD 21075 Condominium 281912 20060301 80.00 No MI 100028000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 63958.13 475.2 360 359 7.75 0 0 0.375 8.125 Garland TX 75042 Single Family 64000 20060401 80.00 No MI 1002656-0000442331 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 329600 2094.333333 360 358 7.25 0 0 0.375 7.625 Riverton UT 84065 Single Family 329600 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 61400 409.3333333 360 359 7.625 0 0 0.375 8 Austin MN 55912 2-4 Family 61400 20060401 74.97 No MI 100115000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 137609.7 999.15 360 358 7.5 0 0 0.375 7.875 FORT WORTH TX 76135 PUD 137800 20060301 79.99 No MI 100204000000000000 2.25 20110201 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 104000 704.1666667 360 358 7.75 0 0 0.375 8.125 FORT WORTH TX 76179 PUD 104000 20060301 80.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 209600 1222.666667 360 359 6.625 0 0 0.375 7 Henderson NV 89012 PUD 209600 20060401 80.00 No MI 1001949-2410601308 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 382500 2510.15625 360 358 7.5 0 0 0.375 7.875 SAN DIEGO CA 92102 2-4 Family 382500 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 163691 1091.273333 360 358 7.625 0 0 0.375 8 TUCSON AZ 85706 Single Family 163691 20060301 75.00 No MI 100414000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 356000 2187.916667 360 358 7 0 0 0.375 7.375 Atlanta GA 30308 2-4 Family 356000 20060301 80.00 No MI 100034000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 400000 2125 360 358 6 0 0 0.375 6.375 MANHATTAN BEACH CA 90266 Single Family 400000 20060301 33.33 No MI 100194000000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 124000 632.9166667 360 358 5.75 0 0 0.375 6.125 AURORA CO 80011 Single Family 124000 20060301 80.00 No MI 100125000000000000 2.25 20110201 11.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 67552.29 484.29 360 359 7.375 0 0 0.375 7.75 Saint Louis MO 63116 Single Family 67600 20060401 65.00 No MI 100425000000000000 2.25 20110301 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 192742.3 1264.871344 360 358 7.5 0 0 0.375 7.875 Bend OR 97701 Single Family 192960 20060301 80.00 No MI 100114000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 235200 1249.5 360 359 6 0 0 0.375 6.375 WHITE PLAINS MD 20695 Townhouse 235200 20060401 80.00 No MI 100293000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 49700 320.9791667 360 359 7.375 0 0 0.375 7.75 Detroit MI 48205 Single Family 49700 20060401 70.00 No MI 100173000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 252000 1653.75 360 358 7.5 0 0 0.375 7.875 Littleton CO 80120 Single Family 252000 20060301 80.00 No MI 100266000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 252000 1496.25 360 359 6.75 0 0 0.375 7.125 RENO NV 89523 Single Family 252000 20060401 57.93 No MI 100414000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 176000 1191.666667 360 359 7.75 0 0 0.375 8.125 NORTH LAS VEGAS NV 89030 Single Family 176000 20060401 80.00 No MI 100059000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 448120 2940.7875 360 359 7.5 0 0 0.375 7.875 Brunswick MD 21758 Single Family 448120 20060401 79.60 No MI 100057000000000000 2.25 20090301 13.875 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360301 AFL2
GROUP I G01 351375 2379.101563 360 359 7.75 0 0 0.375 8.125 Denver CO 80203 Condominium 351375 20060401 75.00 No MI 100113000000000000 2.25 20110301 13.125 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 199662.98 1313.86 360 358 6.5 0 0 0.375 6.875 EAST BRIDGEWATER MA 2333 2-4 Family 200000 20060301 66.67 No MI 100103000000000000 2.25 20110201 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 261472 1443.543333 360 359 6.25 0 0 0.375 6.625 Adelanto CA 92301 Single Family 261472 20060401 80.00 No MI 100052000000000000 2.25 20110301 11.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 472371 3001.524063 360 359 7.25 0 0 0.375 7.625 Riverside CA 92509 Single Family 472371 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 124000 839.5833333 360 358 7.75 0 0 0.375 8.125 Miami FL 33127 2-4 Family 124000 20060301 80.00 No MI 100185000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 50178.83 360 360 358 7.375 0 0 0.375 7.75 Louisville KY 40216 Single Family 50250 20060301 75.00 No MI 100331000000000000 2.25 20110201 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 107932.87 820.88 360 359 8 0 0 0.375 8.375 ATLANTA GA 30311 Single Family 108000 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 50001 338.5484375 360 358 7.75 0 0 0.375 8.125 CONVERSE TX 78109 Single Family 50001 20060301 71.53 No MI 1001989-0000004011 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 185195 1234.14 360 358 6.625 0 0 0.375 7 Flemington NJ 8822 Condominium 185500 20060301 69.74 No MI 100158000000000000 2.25 20110201 12 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 339000 1871.5625 360 358 6.25 0 0 0.375 6.625 SUITLAND MD 20746 PUD 339000 20060301 79.98 No MI 100031000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 81487.31 591.66 360 358 7.5 0 0 0.375 7.875 TAMPA FL 33605 2-4 Family 81600 20060301 80.00 No MI 100061000000000000 2.25 20110201 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 254600 1723.854167 360 358 7.75 0 0 0.375 8.125 MCDONOUGH GA 30252 Single Family 254600 20060301 79.99 No MI 100293000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 202700 1076.84375 360 358 6 0 0 0.375 6.375 Orlando FL 32824 Condominium 202700 20060301 95.00 Republic MIC 100016000000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 108000 731.25 360 358 7.75 0 0 0.375 8.125 Havertown PA 19083 Condominium 108000 20060301 80.00 No MI 1000765-0000092097 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 224175 1517.851563 360 359 7.75 0 0 0.375 8.125 Portland OR 97219 Single Family 224175 20060401 75.00 No MI 1001142-0100025471 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 134526.88 884.49 360 359 6.5 0 0 0.375 6.875 URBANDALE IA 50322 Single Family 134640 20060401 80.00 No MI 010029300000000000 2.25 20110301 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 308000 1860.833333 360 359 6.875 0 0 0.375 7.25 Los Angeles CA 90063 Single Family 308000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 912721 6370.031979 360 359 8 0 0 0.375 8.375 CORONA CA 92883 PUD 912721 20060401 75.00 No MI 100400000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G04 762300 4684.96875 360 357 7 0 0 0.375 7.375 Gilroy CA 95020 Single Family 762300 20060201 70.00 No MI 100034000000000000 2.25 20160101 13.375 1.875 2 First Lien N Y 120 Prepay 360 120 N 20360101 AFL2
GROUP I G01 1000000 6562.5 360 358 7.5 0 0 0.375 7.875 St. Louis MO 63131 Single Family 1000000 20060301 69.98 No MI 100266000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 223500 1257.1875 360 358 6.375 0 0 0.375 6.75 LAS VEGAS NV 89139 PUD 223500 20060301 79.99 No MI 100183000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 212000 1170.416667 360 358 6.25 0 0 0.375 6.625 APPLE VALLEY CA 92307 Single Family 212000 20060301 80.00 No MI 100183000000000000 1.875 20060801 12 1.875 0 First Lien N Y 120 Prepay 360 6 N 20360201 AFL2
GROUP II G02 185600 1140.666667 360 358 7 0 0 0.375 7.375 CHANDLER AZ 85226 Single Family 185600 20060301 80.00 No MI 100183000000000000 2.25 20110201 12.375 1.5 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 365700 1866.59375 360 358 5.75 0 0 0.375 6.125 KAMUELA HI 96743 Condominium 365700 20060301 56.73 No MI 100183000000000000 2.25 20110201 11.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 210000 1356.25 360 358 7.375 0 0 0.375 7.75 Hyattsville MD 20785 Single Family 210000 20060301 75.00 No MI 100091000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 271880 1670.929167 360 359 7 0 0 0.375 7.375 Denver CO 80203 Condominium 271880 20060401 70.00 No MI 100113000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 193600 1290.666667 360 359 7.625 0 0 0.375 8 Avondale AZ 85323 PUD 193600 20060401 80.00 No MI 100172000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 211642.76 1392.69 360 358 6.5 0 0 0.375 6.875 CAROL CITY FL 33055 Single Family 212000 20060301 80.00 No MI 100087000000000000 2.25 20110201 12.875 1.875 2 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 147200 751.3333333 360 359 5.75 0 0 0.375 6.125 Delran NJ 8075 Condominium 147200 20060401 80.00 No MI 100077000000000000 2.25 20110301 11.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 105849.88 759.4 360 358 7.375 0 0 0.375 7.75 SAINT LOUIS MO 63123 Single Family 106000 20060301 80.00 No MI 100425000000000000 2.25 20110201 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 179100 1026.09375 360 358 6.5 0 0 0.375 6.875 FAIRFAX VA 22030 Condominium 179100 20060301 79.99 No MI 100196000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 189750 1225.46875 360 359 7.375 0 0 0.375 7.75 District Heights MD 20747 Single Family 189750 20060401 75.00 No MI 100238000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 336850 1824.604167 360 358 6.125 0 0 0.375 6.5 King City CA 93930 PUD 336850 20060301 78.37 No MI 100074000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 54980.68 337.9020958 360 358 7 0 0 0.375 7.375 Cedarville OH 45314 Single Family 55000 20060301 36.67 No MI 100204000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 259000 1645.729167 360 358 7.25 0 0 0.375 7.625 Winter Haven FL 33881 PUD 259000 20060301 70.00 No MI 100256000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 409950 2818.40625 360 358 7.875 0 0 0.375 8.25 KINZERS PA 17535 Single Family 409950 20060301 79.99 No MI 100031000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 68658.67 450.5725219 360 358 7.5 0 0 0.375 7.875 Titusville FL 32780 Condominium 69650 20060301 78.70 No MI 100229000000000000 2.25 20110201 13.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 479950 2749.713542 360 358 6.5 0 0 0.375 6.875 NORTH HOLLYWOOD AREA (LA) CA 91605 Single Family 480000 20060301 80.00 No MI 100087000000000000 2.25 20110201 12.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 110400 678.5 360 358 7 0 0 0.375 7.375 Mansfield TX 76063 Single Family 110400 20060301 80.00 No MI 100266000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 117360 745.725 360 359 7.25 0 0 0.375 7.625 CARROLLTON TX 75007 Single Family 117360 20060401 80.00 No MI 1002518-0000000877 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 464000 2851.666667 360 358 7 0 0 0.375 7.375 Murrieta CA 92563 Single Family 464000 20060301 80.00 No MI 100034000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 63350 376.140625 360 358 6.75 0 0 0.375 7.125 Baltimore MD 21206 Single Family 63350 20060301 70.00 No MI 100185000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 192800 1225.083333 360 358 7.25 0 0 0.375 7.625 Tolleson AZ 85353 PUD 192800 20060301 80.00 No MI 100173000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 322929 1850.114063 360 358 6.5 0 0 0.375 6.875 Winter Garden FL 34787 PUD 322929 20060301 90.00 PMI 100035000000000000 2.25 20090201 12.875 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360201 AFL2
GROUP I G01 103120 698.2083333 360 358 7.75 0 0 0.375 8.125 CINCINNATI OH 45238 2-4 Family 103120 20060301 80.00 No MI 100204000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 318225.92 2120.65 360 358 6.625 0 0 0.375 7 Bridgeport CT 6605 2-4 Family 318750 20060301 75.00 No MI 100271000000000000 2.25 20110201 12 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 263888 1401.905 360 359 6 0 0 0.375 6.375 Madera CA 93637 Single Family 263888 20060401 85.00 PMI 100052000000000000 2.25 20090301 11.375 1.875 2 First Lien N Y 120 No_PP 360 36 N 20360301 AFL2
GROUP I G01 413999.99 2803.124932 360 358 7.75 0 0 0.375 8.125 VALENCIA CA 91354 Condominium 414000 20060301 80.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 132296 950.8775 360 356 8.25 0 0 0.375 8.625 York PA 17402 PUD 132296 20060101 75.00 No MI 100039000000000000 2.25 20101201 14.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP II G02 134360 769.7708333 360 359 6.5 0 0 0.375 6.875 Chesterfield VA 23832 Single Family 134360 20060401 80.00 No MI 010021800000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 361600 1958.666667 360 357 6.125 0 0 0.375 6.5 MENIFEE CA 92584 Single Family 361600 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 335200 2060.083333 360 357 7 0 0 0.375 7.375 MENIFEE CA 92584 Single Family 335200 20060201 80.00 No MI 100063000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 296000 2004.166667 360 359 7.75 0 0 0.375 8.125 AURORA CO 80016 PUD 296000 20060401 80.00 No MI 100022000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 223321 1256.180625 360 357 6.375 0 0 0.375 6.75 LAS VEGAS NV 89131 PUD 223321 20060201 80.00 No MI 100063000000000000 2.25 20110101 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 730000 4106.25 360 358 6.375 0 0 0.375 6.75 Phoenix AZ 85048 Single Family 730000 20060301 57.03 No MI 100101000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 184500 1230 360 358 7.625 0 0 0.375 8 TACOMA WA 98404 Single Family 184500 20060301 75.00 No MI 100414000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 368000 1993.333333 360 359 6.125 0 0 0.375 6.5 Union City CA 94587 PUD 368000 20060401 80.00 No MI 1001719-0601001122 2.25 20110301 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 81443.56 577.29 360 358 7.25 0 0 0.375 7.625 Olive Branch MS 38654 Single Family 81562 20060301 75.00 No MI 100238000000000000 2.25 20110201 12.625 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 250400 1565 360 358 7.125 0 0 0.375 7.5 MANASSAS VA 20109 Townhouse 250400 20060301 80.00 No MI 100031000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 122603.57 889.57 360 359 7.5 0 0 0.375 7.875 Queen Creek AZ 85242 PUD 122688 20060401 70.00 No MI 100195000000000000 2.25 20090301 13.875 1.875 1 First Lien N N 0 No_PP 360 36 N 20360301 AFL2
GROUP II G02 323000 1985.104167 360 358 7 0 0 0.375 7.375 PLYMOUTH MA 2360 Single Family 323000 20060301 77.83 No MI 100103000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 64000 426.6666667 360 359 7.625 0 0 0.375 8 Ridgeland MS 39157 Townhouse 64000 20060401 79.01 No MI 100199000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 210000 1312.5 360 358 7.125 0 0 0.375 7.5 Saint Petersburg FL 33713 Single Family 210000 20060301 70.00 No MI 100203000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 150400 987 360 359 7.5 0 0 0.375 7.875 BLUFFDALE UT 84065 PUD 150400 20060401 80.00 No MI 100061000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 399647.08 2561.25 360 359 6.25 0 0 0.375 6.625 RYE NH 3870 Single Family 400000 20060401 55.17 No MI 100095000000000000 2.25 20110301 12.625 1.875 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G03 744000 4495 360 358 6.875 0 0 0.375 7.25 POMPANO BEACH FL 33062 Single Family 744000 20060301 80.00 No MI 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 101992 679.9466667 360 357 7.625 0 0 0.375 8 UNION CITY GA 30291 PUD 101992 20060201 80.00 No MI 100032000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 161013 872.15375 360 357 6.125 0 0 0.375 6.5 ATLANTA GA 30331 PUD 161013 20060201 80.00 No MI 100032000000000000 2.25 20110101 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 80000 483.3333333 360 357 6.875 0 0 0.375 7.25 WHITE GA 30184 Single Family 80000 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 76876.49 518.76 360 358 6.75 0 0 0.375 7.125 Kingman AZ 86401 Single Family 77000 20060301 70.00 No MI 100034000000000000 2.25 20110201 12.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 179611.42 1212.02 360 358 6.75 0 0 0.375 7.125 Chandler AZ 85224 Single Family 179900 20060301 70.00 No MI 100170000000000000 2.25 20110201 12.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 96800 665.5 360 357 7.875 0 0 0.375 8.25 GRIFFIN GA 30224 Townhouse 96800 20060201 80.00 No MI 100032000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 132000 907.5 360 357 7.875 0 0 0.375 8.25 JONESBORO GA 30238 Single Family 132000 20060201 80.00 No MI 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 134883.29 910.19 360 358 6.75 0 0 0.375 7.125 Phoenix AZ 85051 Single Family 135100 20060301 70.00 No MI 100170000000000000 2.25 20110201 12.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 120000 725 360 358 6.875 0 0 0.375 7.25 Bakersfield CA 93307 Single Family 120000 20060301 51.84 No MI 100022000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 79361.76 496.011 360 358 7.125 0 0 0.375 7.5 Rutledge TN 37861 Single Family 79500 20060301 75.00 No MI 100203000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 85487.62 635.58 360 358 7.75 0 0 0.375 8.125 HOUSTON TX 77083 PUD 85600 20060301 80.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 536000 3461.666667 360 358 7.375 0 0 0.375 7.75 TRACY CA 95377 Single Family 536000 20060301 80.00 No MI 100400000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 217550 1201.057292 360 359 6.25 0 0 0.375 6.625 Madera CA 93637 Single Family 217550 20060401 80.00 No MI 100052000000000000 2.25 20090301 12.625 1.875 2 First Lien N Y 120 No_PP 360 36 N 20360301 AFL2
GROUP II G02 280000 1545.833333 360 358 6.25 0 0 0.375 6.625 Plant City FL 33567 Single Family 280000 20060301 80.00 No MI 100035000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 151200 929.25 360 358 7 0 0 0.375 7.375 Glendale AZ 85303 Single Family 151200 20060301 80.00 No MI 100195000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 266450 1665.3125 360 358 7.125 0 0 0.375 7.5 FRESNO CA 93727 Single Family 266450 20060301 79.99 No MI 010018300000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 143000 804.375 360 358 6.375 0 0 0.375 6.75 Bakersfield CA 93304 Single Family 143000 20060301 65.00 No MI 100034000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 196000 1286.25 360 359 7.5 0 0 0.375 7.875 Mesa AZ 85205 Single Family 196000 20060401 80.00 No MI 100101000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 176000 1026.666667 360 359 6.625 0 0 0.375 7 Phoenix AZ 85043 PUD 176000 20060401 80.00 No MI 100071000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 85750 535.9375 360 359 7.125 0 0 0.375 7.5 PORTSMOUTH VA 23704 2-4 Family 85750 20060401 70.00 No MI 100199000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 312000 2047.5 360 358 7.5 0 0 0.375 7.875 Denver CO 80206 Single Family 312000 20060301 80.00 No MI 100030000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 153999.96 978.5414125 360 359 7.25 0 0 0.375 7.625 Milwaukee WI 53225 2-4 Family 154000 20060401 70.00 No MI 100030000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 94000 636.4583333 360 358 7.75 0 0 0.375 8.125 Minneapolis MN 55408 Condominium 94000 20060301 80.00 No MI 100221000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 63700 345.0416667 360 358 6.125 0 0 0.375 6.5 Rock Island IL 61201 Single Family 63700 20060301 70.00 No MI 100185000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 176000 1191.666667 360 358 7.75 0 0 0.375 8.125 West Saint Paul MN 55118 Single Family 176000 20060301 80.00 No MI 100221000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 228000 1187.5 360 358 5.875 0 0 0.375 6.25 Keystone CO 80435 Condominium 228000 20060301 54.55 No MI 100226000000000000 2.25 20110201 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 76000 514.5833333 360 358 7.75 0 0 0.375 8.125 New Port Richey FL 34652 Single Family 76000 20060301 80.00 No MI 100022000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 111845.33 812.08 360 358 7.5 0 0 0.375 7.875 Chicago IL 60619 2-4 Family 112000 20060301 80.00 No MI 100221000000000000 2.25 20110201 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 53552.8 393.48 360 358 7.625 0 0 0.375 8 FORT WORTH TX 76103 Single Family 53625 20060301 75.00 No MI 100199000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 98270.82 730.62 360 358 7.75 0 0 0.375 8.125 HOUSTON TX 77053 PUD 98400 20060301 80.00 No MI 1001989-0000004162 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 69428.75 516.18 360 358 7.75 0 0 0.375 8.125 HOUSTON TX 77074 PUD 69520 20060301 80.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 196024 1245.569167 360 360 7.25 0 0 0.375 7.625 COOLIDGE AZ 85228 Single Family 196024 20060501 80.00 No MI 100057000000000000 2.25 20110401 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 149790 982.996875 360 358 7.5 0 0 0.375 7.875 OCALA FL 34474 PUD 149790 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 64800 438.75 360 358 7.75 0 0 0.375 8.125 Alexandria MN 56308 Single Family 64800 20060301 80.00 No MI 100221000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 84000 516.25 360 358 7 0 0 0.375 7.375 Miami FL 33157 Condominium 84000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 155720.46 1171.38 360 358 7.875 0 0 0.375 8.25 North Chicago IL 60064 Single Family 155920 20060301 80.00 No MI 100221000000000000 2.25 20110201 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 223764 1235.36375 360 358 6.25 0 0 0.375 6.625 SAN JACINTO CA 92582 Single Family 223764 20060301 75.00 No MI 100414000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 307500 2017.96875 360 358 7.5 0 0 0.375 7.875 Chicago IL 60623 2-4 Family 307500 20060301 75.00 No MI 100221000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 303200 2021.333333 360 358 7.625 0 0 0.375 8 Dallas TX 75230 Single Family 303200 20060301 80.00 No MI 100425000000000000 2.25 20110201 13 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 132750 719.0625 360 355 6.125 0 0 0.375 6.5 DENVER CO 80219 Single Family 132750 20051201 90.00 Mortgage Guaranty In 100030000000000000 2.75 20071101 12.5 1.875 2 First Lien N Y 120 No_PP 360 24 N 20351101 ALT1
GROUP I G01 215733.04 1078.6652 360 354 5.625 0 0 0.375 6 CAPE CORAL FL 33904 Single Family 216000 20051101 80.00 No MI 100030000000000000 2.75 20071001 12 2.375 2 First Lien N Y 120 No_PP 360 24 N 20351001 ALT1
GROUP I G01 880000 5958.333333 360 358 7.75 0 0 0.375 8.125 EL CAJON CA 92021 Single Family 880000 20060301 80.00 No MI 2.25 20110201 13.125 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 408650 2766.901042 360 359 7.75 0 0 0.375 8.125 NEWTOWN SQ PA 19073 PUD 408650 20060401 79.76 No MI 100028000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 84258.05 552.9434531 360 358 7.5 0 0 0.375 7.875 Salisbury NC 28144 Single Family 84375 20060301 75.00 No MI 100066000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 122720 843.7 360 358 7.875 0 0 0.375 8.25 Spring Hill FL 34606 Single Family 122720 20060301 80.00 No MI 100136000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 191250 1175.390625 360 358 7 0 0 0.375 7.375 Saint Simons Island GA 31522 Single Family 191250 20060301 75.00 No MI 100066000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 198260 1177.16875 360 359 6.75 0 0 0.375 7.125 MARANA AZ 85653 Single Family 198260 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 649972.91 4265.447222 360 358 7.5 0 0 0.375 7.875 Castro Valley CA 94552 Single Family 650000 20060301 71.43 No MI 100030000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 982500 6447.65625 360 358 7.5 0 0 0.375 7.875 Miami Beach FL 33141 Condominium 982500 20060301 75.00 No MI 100022000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 170000 1097.916667 360 359 7.375 0 0 0.375 7.75 Edinburg TX 78539 2-4 Family 170000 20060401 73.91 No MI 100185000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 170000 1097.916667 360 359 7.375 0 0 0.375 7.75 Edinburg TX 78539 2-4 Family 170000 20060401 73.91 No MI 100185000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 417000 2258.75 360 359 6.125 0 0 0.375 6.5 Sun Valley Area CA 91352 Single Family 417000 20060401 78.68 No MI 100096000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 415200 2378.75 360 358 6.5 0 0 0.375 6.875 Oxnard CA 93033 Single Family 415200 20060301 80.00 No MI 100096000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 232950 1334.609375 360 358 6.5 0 0 0.375 6.875 Weymouth MA 2191 2-4 Family 232950 20060301 75.00 No MI 100185000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 108000 607.5 360 357 6.375 0 0 0.375 6.75 GAINESVILLE GA 30506 Single Family 108000 20060201 80.00 No MI 100032000000000000 2.25 20110101 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 170800 1156.458333 360 358 7.75 0 0 0.375 8.125 Kingman AZ 86409 Single Family 170800 20060301 80.00 No MI 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 113673.67 834.66 360 359 7.625 0 0 0.375 8 Tucson AZ 85710 Single Family 113750 20060401 65.00 No MI 100101000000000000 2.375 20080301 13 1.875 1 First Lien N N 0 Prepay 360 24 N 20360301 AFL2
GROUP I G01 88044.27 654.59 360 358 7.75 0 0 0.375 8.125 Hampton VA 23669 Single Family 88160 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 128514 870.146875 360 357 7.75 0 0 0.375 8.125 HAMPTON GA 30228 PUD 128514 20060201 80.00 No MI 100032000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 124400 699.75 360 357 6.375 0 0 0.375 6.75 MCDONOUGH GA 30252 Single Family 124400 20060201 80.00 No MI 100032000000000000 2.25 20110101 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 106800 567.375 360 357 6 0 0 0.375 6.375 DALLAS GA 30157 PUD 106800 20060201 80.00 No MI 100032000000000000 2.25 20110101 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 82400 394.8333333 360 357 5.375 0 0 0.375 5.75 SMYRNA GA 30080 Condominium 82400 20060201 80.00 No MI 100032000000000000 2.25 20110101 10.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 145800 850.5 360 357 6.625 0 0 0.375 7 LAWRENCEVILLE GA 30044 PUD 145800 20060201 79.99 No MI 100032000000000000 2.25 20110101 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 117592 673.7041667 360 357 6.5 0 0 0.375 6.875 HAMPTON GA 30228 Single Family 117592 20060201 80.00 No MI 100032000000000000 2.25 20110101 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 113192 613.1233333 360 357 6.125 0 0 0.375 6.5 HAMPTON GA 30228 Single Family 113192 20060201 80.00 No MI 100032000000000000 2.25 20110101 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 147750 800.3125 360 357 6.125 0 0 0.375 6.5 LAWRENCEVILLE GA 30044 PUD 147750 20060201 79.98 No MI 100032000000000000 2.25 20110101 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 138293.48 734.6841125 360 357 6 0 0 0.375 6.375 LAWRENCEVILLE GA 30043 PUD 138400 20060201 80.00 No MI 100032000000000000 2.25 20110101 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 96800 625.1666667 360 357 7.375 0 0 0.375 7.75 GRIFFIN GA 30224 Single Family 96800 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 183919.26 1168.653631 360 357 7.25 0 0 0.375 7.625 MARIETTA GA 30062 PUD 183920 20060201 80.00 No MI 1000321-0000062602 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 136699.16 754.6932792 360 357 6.25 0 0 0.375 6.625 CANTON GA 30114 PUD 136700 20060201 79.99 No MI 100032000000000000 2.25 20110101 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 169574 971.5177083 360 357 6.5 0 0 0.375 6.875 COLLEGE PARK GA 30349 PUD 169574 20060201 80.00 No MI 100032000000000000 2.25 20110101 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 160950 821.515625 360 357 5.75 0 0 0.375 6.125 BUFORD GA 30519 PUD 160950 20060201 79.99 No MI 100032000000000000 2.25 20110101 11.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 145040 846.0666667 360 357 6.625 0 0 0.375 7 SNELLVILLE GA 30039 PUD 145040 20060201 80.00 No MI 100032000000000000 2.25 20110101 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 119091 632.6709375 360 357 6 0 0 0.375 6.375 JONESBORO GA 30236 PUD 119091 20060201 80.00 No MI 100032000000000000 2.25 20110101 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 162700 796.5520833 360 357 5.5 0 0 0.375 5.875 SUWANEE GA 30024 PUD 162700 20060201 79.99 No MI 100032000000000000 2.25 20110101 10.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 118568 703.9975 360 357 6.75 0 0 0.375 7.125 JONESBORO GA 30236 PUD 118568 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 134400 770 360 357 6.5 0 0 0.375 6.875 DAWSONVILLE GA 30534 PUD 134400 20060201 80.00 No MI 100032000000000000 2.25 20110101 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 153032 924.5683333 360 357 6.875 0 0 0.375 7.25 Douglasville GA 30135 PUD 153032 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 118744 803.9958333 360 357 7.75 0 0 0.375 8.125 OAKWOOD GA 30566 PUD 118744 20060201 80.00 No MI 100032000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 98400 594.5 360 357 6.875 0 0 0.375 7.25 DALLAS GA 30132 PUD 98400 20060201 80.00 No MI 1000321-0000062715 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 125008 742.235 360 357 6.75 0 0 0.375 7.125 LOCUST GROVE GA 30248 PUD 125008 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 128747.22 710.7919438 360 357 6.25 0 0 0.375 6.625 Palmetto GA 30268 PUD 128750 20060201 79.97 No MI 100032000000000000 2.25 20110101 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 121592 785.2816667 360 357 7.375 0 0 0.375 7.75 COLLEGE PARK GA 30349 PUD 121592 20060201 80.00 No MI 100032000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 156350 879.46875 360 357 6.375 0 0 0.375 6.75 CUMMING GA 30040 PUD 156350 20060201 80.00 No MI 100032000000000000 2.25 20110101 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 135075.72 745.7305375 360 357 6.25 0 0 0.375 6.625 FAIRBURN GA 30213 PUD 135100 20060201 80.00 No MI 100032000000000000 2.25 20110101 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 211637.64 1146.37055 360 358 6.125 0 0 0.375 6.5 FLAT ROCK MI 48134 PUD 212000 20060301 80.00 No MI 100057000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 139208 768.5441667 360 358 6.25 0 0 0.375 6.625 ATLANTA GA 30331 PUD 139208 20060301 80.00 No MI 100057000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 136772 769.3425 360 359 6.375 0 0 0.375 6.75 OCALA FL 34474 PUD 136772 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 258183 1371.597188 360 359 6 0 0 0.375 6.375 ANTHEM AZ 85086 Single Family 258183 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 552000 3680 360 358 7.625 0 0 0.375 8 Chandler AZ 85248 PUD 552000 20060301 80.00 No MI 100173000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 96000 650 360 358 7.75 0 0 0.375 8.125 KENNEDALE TX 76060 Single Family 96000 20060301 80.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 159920 932.8666667 360 358 6.625 0 0 0.375 7 Henderson NV 89015 Townhouse 159920 20060301 80.00 No MI 100195000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 113334.34 700.38 360 358 5.875 0 0 0.375 6.25 LEXINGTON KY 40503 Single Family 113750 20060301 65.00 No MI 100331000000000000 2.25 20110201 11.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 112629.27 700.38 360 358 5.875 0 0 0.375 6.25 LEXINGTON KY 40503 Single Family 113750 20060301 65.00 No MI 100331000000000000 2.25 20110201 11.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 119809.92 744.4 360 358 5.875 0 0 0.375 6.25 LEXINGTON KY 40503 Single Family 120900 20060301 65.00 No MI 100331000000000000 2.25 20110201 11.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 235875 1375.9375 360 358 6.625 0 0 0.375 7 Woodbridge VA 22192 Condominium 235875 20060301 75.00 No MI 100218000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 131200 710.6666667 360 359 6.125 0 0 0.375 6.5 Myrtle Beach SC 29579 Single Family 131200 20060401 80.00 No MI 100035000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 122680.64 757.33 360 358 5.875 0 0 0.375 6.25 LEXINGTON KY 40503 Single Family 123000 20060301 64.74 No MI 100331000000000000 2.25 20110201 11.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 127944.63 794.28 360 358 5.875 0 0 0.375 6.25 LEXINGTON KY 40503 Single Family 129000 20060301 61.43 No MI 100331000000000000 2.25 20110201 11.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 283500 1771.875 360 358 7.125 0 0 0.375 7.5 Pomona CA 91768 Single Family 283500 20060301 70.00 No MI 100199000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 189600 1027 360 359 6.125 0 0 0.375 6.5 CLEAR LAKE CITY TX 77058 Townhouse 189600 20060401 80.00 No MI 100021000000000000 2.25 20110301 11.5 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 264880 1710.683333 360 359 7.375 0 0 0.375 7.75 Denver CO 80202 Condominium 264880 20060401 70.00 No MI 100113000000000000 2.25 20110301 12.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 316000 2106.666667 360 358 7.625 0 0 0.375 8 CHARLOTTE NC 28278 Single Family 316000 20060301 80.00 No MI 100196000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 95200 634.6666667 360 358 7.625 0 0 0.375 8 ROCKFORD IL 61107 Single Family 95200 20060301 80.00 No MI 100194000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 514400 3215 360 359 7.125 0 0 0.375 7.5 North Myrtle Beach SC 29582 PUD 514400 20060401 80.00 No MI 100035000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 540800 3661.666667 360 358 7.75 0 0 0.375 8.125 PROSPECT HEIGHTS IL 60070 Single Family 540800 20060301 80.00 No MI 100087000000000000 2.25 20110201 14.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 183745.91 1334.13 360 358 7.5 0 0 0.375 7.875 Aurora IL 60506 2-4 Family 184000 20060301 80.00 No MI 100035000000000000 2.25 20090201 13.875 1.875 1 First Lien N N 0 No_PP 360 36 N 20360201 AFL2
GROUP II G01 199662.98 1313.86 360 358 6.5 0 0 0.375 6.875 Venus TX 76084 Single Family 200000 20060301 80.00 No MI 100204000000000000 2.25 20110201 11.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 102189 585.4578125 360 358 6.5 0 0 0.375 6.875 Colorado Springs CO 80904 Single Family 102240 20060301 80.00 No MI 100125000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 228000 1448.75 360 358 7.25 0 0 0.375 7.625 Perth Amboy NJ 8861 Single Family 228000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 172800 1008 360 359 6.625 0 0 0.375 7 BURL NC 27215 PUD 172800 20060401 80.00 No MI 100021000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 295919.11 1787.844623 360 359 6.875 0 0 0.375 7.25 MINNEAPOLIS MN 55410 Single Family 296000 20060401 80.00 No MI 100400000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 123500 771.875 360 359 7.125 0 0 0.375 7.5 Oak Lawn IL 60453 Single Family 123500 20060401 65.00 No MI 100425000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 387950 2060.984375 360 358 6 0 0 0.375 6.375 LEWES DE 19958 PUD 387950 20060301 79.81 No MI 100031000000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 180000 1143.75 360 358 7.25 0 0 0.375 7.625 Clearwater FL 33755 Single Family 180000 20060301 80.00 No MI 100266000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 875000 5286.458333 360 359 6.875 0 0 0.375 7.25 Coral Gables FL 33133 Single Family 875000 20060401 70.00 No MI 100203000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 339920 1947.458333 360 358 6.5 0 0 0.375 6.875 Las Vegas NV 89129 Single Family 339920 20060301 80.00 No MI 100195000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 93280 612.15 360 358 7.5 0 0 0.375 7.875 hamilton OH 45013 Single Family 93280 20060301 80.00 No MI 100432000000000000 2.25 20090201 13.875 1.875 2 First Lien N Y 60 No_PP 360 36 N 20360201 AFL2
GROUP II G02 378099.99 2087.427028 360 358 6.25 0 0 0.375 6.625 ROSEDALE MD 21237 PUD 378200 20060301 80.00 No MI 100031000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 288000 1740 360 358 6.875 0 0 0.375 7.25 Manassas VA 20111 Single Family 288000 20060301 80.00 No MI 100218000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 92000 603.75 360 358 7.5 0 0 0.375 7.875 hamilton OH 45013 Single Family 92000 20060301 80.00 No MI 100432000000000000 5 20090201 13.875 1.875 2 First Lien N Y 60 No_PP 360 36 N 20360201 AFL2
GROUP II G01 154815 935.340625 360 358 6.875 0 0 0.375 7.25 Peyton CO 80831 PUD 154815 20060301 75.00 No MI 100113000000000000 2.25 20110201 12.25 4.625 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 84800 556.5 360 358 7.5 0 0 0.375 7.875 HAMILTON OH 45013 Single Family 84800 20060301 80.00 No MI 100432000000000000 5 20090201 13.875 1.875 2 First Lien N Y 60 No_PP 360 36 N 20360201 AFL2
GROUP II G02 601600 3760 360 359 7.125 0 0 0.375 7.5 CHULA VISTA CA 91910 2-4 Family 601600 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.5 4.625 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 212000 1192.5 360 358 6.375 0 0 0.375 6.75 Cedar Hills UT 84062 PUD 212000 20060301 80.00 No MI 100125000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 151805.47 1141.93 360 358 7.875 0 0 0.375 8.25 LARGO FL 33778 Single Family 152000 20060301 80.00 No MI 100059000000000000 2.25 20110201 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 240800 1454.833333 360 358 6.875 0 0 0.375 7.25 Castle Rock CO 80109 Single Family 240800 20060301 80.00 No MI 1001247-0007010670 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 154700 886.3020833 360 359 6.5 0 0 0.375 6.875 O Fallon MO 63366 Single Family 154700 20060401 65.00 No MI 100425000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 99835.85 698.59 360 359 7.125 0 0 0.375 7.5 Queen Creek AZ 85242 PUD 99910 20060401 80.00 No MI 100189000000000000 2.25 20110301 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 266000 1634.791667 360 358 7 0 0 0.375 7.375 SACRAMENTO CA 95838 Single Family 266000 20060301 70.00 No MI 100059000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 154192.11 1132.93 360 358 7.625 0 0 0.375 8 West Dundee IL 60118 Single Family 154400 20060301 80.00 No MI 100030000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 110250 723.515625 360 358 7.5 0 0 0.375 7.875 Florence SC 29501 Single Family 110250 20060301 75.00 No MI 100238000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 452000 2777.916667 360 358 7 0 0 0.375 7.375 Encino CA 91316 Single Family 452000 20060301 80.00 No MI 100231000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 60000 362.5 360 358 6.875 0 0 0.375 7.25 San Antonio TX 78239 Single Family 60000 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 256000 1706.666667 360 358 7.625 0 0 0.375 8 PHOENIX AZ 85020 Condominium 256000 20060301 80.00 No MI 100414000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 107055.66 786.6 360 358 7.625 0 0 0.375 8 Imperial MO 63052 PUD 107200 20060301 80.00 No MI 100425000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 63502.91 439.27 360 358 7 0 0 0.375 7.375 Arlington TX 76010 Single Family 63600 20060301 80.00 No MI 100266000000000000 2.25 20110201 12.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G04 481649.99 2909.96869 360 357 6.875 0 0 0.375 7.25 PURCELLVILLE VA 20132 PUD 481650 20060201 79.99 No MI 100031000000000000 2.25 20160101 13.25 1.875 2 First Lien N Y 120 No_PP 360 120 N 20360101 AFL2
GROUP II G02 142400 875.1666667 360 358 7 0 0 0.375 7.375 Phoenix AZ 85033 Single Family 142400 20060301 80.00 No MI 100173000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 144000 975 360 358 7.75 0 0 0.375 8.125 GAITHERSBURG MD 20877 Condominium 144000 20060301 80.00 No MI 100031000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 356000 2113.75 360 359 6.75 0 0 0.375 7.125 Chandler AZ 85249 PUD 356000 20060401 80.00 No MI 100195000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 277600 1735 360 359 7.125 0 0 0.375 7.5 Galt CA 95632 Single Family 277600 20060401 80.00 No MI 100172000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 999120 5932.275 360 359 6.75 0 0 0.375 7.125 DULUTH GA 30097 PUD 999120 20060401 72.40 No MI 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 162400 1065.75 360 359 7.5 0 0 0.375 7.875 PEORIA AZ 85345 Single Family 162400 20060401 80.00 No MI 100071000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 112000 630 360 359 6.375 0 0 0.375 6.75 HUTCHINSON MN 55350 Single Family 112000 20060401 80.00 No MI 100400000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 103914.76 691.91 360 359 6.625 0 0 0.375 7 ROUND ROCK TX 78681 Single Family 104000 20060401 80.00 No MI 100199000000000000 2.25 20110301 12 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 116000 700.8333333 360 359 6.875 0 0 0.375 7.25 MINNEAPOLIS MN 55411 Single Family 116000 20060401 80.00 No MI 100400000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 193600 1109.166667 360 359 6.5 0 0 0.375 6.875 Spanaway WA 98387 PUD 193600 20060401 80.00 No MI 1000608-0602003778 2.25 20110301 11.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G04 450000 2625 360 356 6.625 0 0 0.375 7 SAN JOSE CA 95138 Condominium 450000 20060101 75.00 No MI 100161000000000000 2.25 20151201 13 1.875 2 First Lien N Y 120 No_PP 360 120 N 20351201 ALT1
GROUP I G01 1061250 7075 360 359 7.625 0 0 0.375 8 Newark CA 94560 Single Family 1061250 20060401 75.00 No MI 100172000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 195200 1301.333333 360 359 7.625 0 0 0.375 8 Redding CA 96002 Single Family 195200 20060401 80.00 No MI 100172000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 112500 773.4375 360 358 7.875 0 0 0.375 8.25 Provo UT 84606 Single Family 112500 20060301 75.00 No MI 100185000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 296000 2004.166667 360 359 7.75 0 0 0.375 8.125 Aurora CO 80016 PUD 296000 20060401 80.00 No MI 100030000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 236605.89 1575.44 360 359 6.625 0 0 0.375 7 Sylmar Area CA 91342 Condominium 236800 20060401 80.00 No MI 100096000000000000 2.25 20110301 12 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 102113.28 697.14 360 359 6.875 0 0 0.375 7.25 Fort Myers FL 33919 Condominium 102193 20060401 70.00 No MI 100030000000000000 2.25 20110301 12.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 89824.06 617.5404125 360 358 7.875 0 0 0.375 8.25 Fort Pierce FL 34950 2-4 Family 90000 20060301 75.00 No MI 100185000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 259632 1487.475 360 359 6.5 0 0 0.375 6.875 KISSIMMEE FL 34746 PUD 259632 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 348000 2102.5 360 358 6.875 0 0 0.375 7.25 Las Vegas NV 89117 Single Family 348000 20060301 80.00 No MI 100146000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 103675 691.1666667 360 358 7.625 0 0 0.375 8 Phoenix AZ 85022 Condominium 103675 20060301 65.00 No MI 100173000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 878844.81 6533.98 360 358 7.75 0 0 0.375 8.125 Las Vegas NV 89109 Condominium 880000 20060301 80.00 No MI 100173000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 320000 1966.666667 360 359 7 0 0 0.375 7.375 WASHINGTON DC 20011 Townhouse 320000 20060401 80.00 No MI 100199000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 387815 2464.241146 360 358 7.25 0 0 0.375 7.625 Charlotte NC 28278 PUD 387815 20060301 80.00 No MI 100289000000000000 2.25 20110201 13.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 175048 1166.986667 360 359 7.625 0 0 0.375 8 JACKSONVILLE FL 32216 PUD 175048 20060401 80.00 No MI 100057000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 540000 3543.75 360 359 7.5 0 0 0.375 7.875 SCOTTSDALE AZ 85251 Single Family 540000 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 312873 1890.274375 360 359 6.875 0 0 0.375 7.25 MARICOPA AZ 85239 PUD 312873 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 347900 2101.895833 360 357 6.875 0 0 0.375 7.25 SAN DIEGO CA 92114 Single Family 347900 20060201 70.00 No MI 100183000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 504000 3255 360 358 7.375 0 0 0.375 7.75 LAS VEGAS NV 89138 PUD 504000 20060301 80.00 No MI 010018300000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 560000 3675 360 359 7.5 0 0 0.375 7.875 Brooklyn NY 11221 2-4 Family 560000 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 207011.68 1194.66 360 358 6 0 0 0.375 6.375 Glendale AZ 85308 Single Family 207200 20060301 70.00 No MI 100173000000000000 2.25 20110201 11.375 1.875 1 First Lien Y N 0 Prepay 480 60 N 20360201 AFL2
GROUP I G01 487200 3146.5 360 358 7.375 0 0 0.375 7.75 Cliffside Park NJ 7010 2-4 Family 487200 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 271750 1698.4375 360 358 7.125 0 0 0.375 7.5 ELKRIDGE MD 21075 Condominium 271750 20060301 79.99 No MI 100031000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 152950 1003.734375 360 358 7.5 0 0 0.375 7.875 SILVER SPRING MD 20901 Single Family 152950 20060301 79.98 No MI 100031000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 270000 1743.75 360 358 7.375 0 0 0.375 7.75 LAWRENCE MA 1843 Single Family 270000 20060301 73.97 No MI 100095000000000000 2.25 20110201 13.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 514900 3539.9375 360 358 7.875 0 0 0.375 8.25 FREDERICKSBURG VA 22406 PUD 514900 20060301 79.99 No MI 100031000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 254300 1483.416667 360 359 6.625 0 0 0.375 7 Las Vegas NV 89123 Single Family 254300 20060401 79.99 No MI 100163000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 76000 522.5 360 358 7.875 0 0 0.375 8.25 Miami FL 33157 Condominium 76000 20060301 80.00 No MI 100234000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 84000 568.75 360 359 7.75 0 0 0.375 8.125 Holiday FL 34690 Single Family 84000 20060401 80.00 No MI 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 231680 1568.666667 360 359 7.75 0 0 0.375 8.125 Queen Creek AZ 85243 PUD 231680 20060401 80.00 No MI 100057000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 199989 1124.938125 360 359 6.375 0 0 0.375 6.75 Perry Hall MD 21128 Single Family 199989 20060401 80.00 No MI 100264000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 140720 894.1583333 360 359 7.25 0 0 0.375 7.625 Zephyrhills FL 33541 Condominium 140720 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 296000 1942.5 360 359 7.5 0 0 0.375 7.875 LEESBURG VA 20176 PUD 296000 20060401 80.00 No MI 100289000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 144800 814.5 360 359 6.375 0 0 0.375 6.75 Boulder City NV 89005 PUD 144800 20060401 77.43 No MI 100195000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 99209 640.7247917 360 359 7.375 0 0 0.375 7.75 EAST POINT GA 30344 Single Family 99209 20060401 70.00 No MI 100264000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 136000 850 360 359 7.125 0 0 0.375 7.5 BALLWIN MO 63021 Single Family 136000 20060401 80.00 No MI 100425000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 256200 1547.875 360 358 6.875 0 0 0.375 7.25 Suitland MD 20746 PUD 256200 20060301 80.00 No MI 100031000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 135920 807.025 360 359 6.75 0 0 0.375 7.125 Zephyrhills FL 33541 Condominium 135920 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 252000 1601.25 360 358 7.25 0 0 0.375 7.625 Newark NJ 7107 2-4 Family 252000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 440000 3025 360 359 7.875 0 0 0.375 8.25 Miami Beach FL 33141 Condominium 440000 20060401 80.00 No MI 100196000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 227200 1514.666667 360 358 7.625 0 0 0.375 8 Easton PA 18040 Single Family 227200 20060301 80.00 No MI 100234000000000000 2.25 20110201 13 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 247999.99 1343.333279 360 358 6.125 0 0 0.375 6.5 DENVILLE NJ 7834 Single Family 248000 20060301 80.00 No MI 100103000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 160540 919.7604167 360 359 6.5 0 0 0.375 6.875 Casa Grande AZ 85222 PUD 160540 20060401 47.84 No MI 100189000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 156000 975 360 359 7.125 0 0 0.375 7.5 Arizona City AZ 85223 Single Family 156000 20060401 80.00 No MI 100101000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 186300 1106.15625 360 358 6.75 0 0 0.375 7.125 NOLENSVILLE TN 37135 PUD 186300 20060301 69.98 No MI 100087000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 171381.98 1243.49 360 359 7.5 0 0 0.375 7.875 Stockton CA 95207 Condominium 171500 20060401 79.77 No MI 1003228-0086751969 2.25 20110301 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 244700 1478.395833 360 358 6.875 0 0 0.375 7.25 FREDERICK MD 21702 PUD 244700 20060301 79.68 No MI 100032000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 133520 848.4083333 360 359 7.25 0 0 0.375 7.625 Zephyrhills FL 33541 Condominium 133520 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 68000 460.4166667 360 358 7.75 0 0 0.375 8.125 Atlanta GA 30315 Single Family 68000 20060301 80.00 No MI 1001732-5001003625 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 281600 1848 360 359 7.5 0 0 0.375 7.875 Indianapolis IN 46208 Single Family 281600 20060401 80.00 No MI 100425000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 50367.86 378.64 360 359 7.875 0 0 0.375 8.25 Kansas City MO 64127 Single Family 50400 20060401 72.00 No MI 100173000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 261804 1636.275 360 359 7.125 0 0 0.375 7.5 Phoenix AZ 85032 Single Family 261804 20060401 74.80 No MI 1001949-7210601238 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 258000 1612.5 360 359 7.125 0 0 0.375 7.5 LAS VEGAS NV 89122 PUD 258000 20060401 80.00 No MI 1003113-0006000226 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 200000 1187.5 360 358 6.75 0 0 0.375 7.125 OLYMPIA WA 98513 PUD 200000 20060301 80.00 No MI 100183000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 123471 784.5553125 360 358 7.25 0 0 0.375 7.625 Kyle TX 78640 PUD 123471 20060301 80.00 No MI 100432000000000000 2.25 20110201 13.625 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 76451.22 574.72 360 359 7.875 0 0 0.375 8.25 MBORO TN 37127 2-4 Family 76500 20060401 90.00 PMI 100331000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 129867.17 838.7254729 360 358 7.375 0 0 0.375 7.75 kyle TX 78640 PUD 129871 20060301 80.00 No MI 100432000000000000 2.75 20110201 13.75 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G03 419580 2097.9 360 359 5.625 0 0 0.375 6 MOUNTAIN HOUSE CA 95391 PUD 419580 20060401 80.00 No MI 100057000000000000 2.25 20110301 11 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 128884 778.6741667 360 359 6.875 0 0 0.375 7.25 WOODSTOCK GA 30188 PUD 128884 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 337524 1968.89 360 359 6.625 0 0 0.375 7 PLAINFIELD IL 60585 PUD 337524 20060401 80.00 No MI 100057000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 271418 1526.72625 360 359 6.375 0 0 0.375 6.75 LAS VEGAS NV 89131 PUD 271418 20060401 57.45 No MI 100057000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 448796 2711.475833 360 359 6.875 0 0 0.375 7.25 SACRAMENTO CA 95829 Single Family 448796 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 324000 1991.25 360 359 7 0 0 0.375 7.375 Manassas VA 20109 Single Family 324000 20060401 80.00 No MI 100218000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 220000 1329.166667 360 359 6.875 0 0 0.375 7.25 Cochranville PA 19330 Single Family 220000 20060401 80.00 No MI 100077000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 456000 2612.5 360 358 6.5 0 0 0.375 6.875 West New York NJ 7093 2-4 Family 456000 20060301 80.00 No MI 100234000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 308000 1860.833333 360 358 6.875 0 0 0.375 7.25 Manassas VA 20110 Single Family 308000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 332000 2005.833333 360 359 6.875 0 0 0.375 7.25 Belleville NJ 7109 Single Family 332000 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 284719.19 1779.494938 360 358 7.125 0 0 0.375 7.5 Passaic NJ 7055 2-4 Family 284720 20060301 80.00 No MI 102234000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 143003.98 1050.02 360 359 7.625 0 0 0.375 8 Concord NC 28027 Single Family 143100 20060401 79.99 No MI 100425000000000000 2.25 20110301 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G03 469499.64 2836.560325 360 358 6.875 0 0 0.375 7.25 Upper Marlboro MD 20772 PUD 469500 20060301 80.00 No MI 100031000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 131108.35 985.6 360 359 7.875 0 0 0.375 8.25 KATY TX 77449 Single Family 131192 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 124000 710.4166667 360 358 6.5 0 0 0.375 6.875 Forest Park GA 30297 Single Family 124000 20060301 80.00 No MI 100099000000000000 2.25 20090201 12.875 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360201 AFL2
GROUP I G01 114319.06 859.39 360 359 7.875 0 0 0.375 8.25 KATY TX 77449 Single Family 114392 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 215533 1234.824479 360 359 6.5 0 0 0.375 6.875 Florence AZ 85242 PUD 215533 20060401 80.00 No MI 100071000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 248000 1575.833333 360 358 7.25 0 0 0.375 7.625 Doral FL 33178 Condominium 248000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 58800 398.125 360 359 7.75 0 0 0.375 8.125 CINCINNATI OH 45219 Single Family 58800 20060401 80.00 No MI 100204000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 114319.06 859.39 360 359 7.875 0 0 0.375 8.25 KATY TX 77449 PUD 114392 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 184664.6 1169.33 360 358 6.125 0 0 0.375 6.5 LAS VEGAS NV 89139 PUD 185000 20060301 71.98 No MI 100087000000000000 2.25 20110201 12.5 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 138000 905.625 360 357 7.5 0 0 0.375 7.875 Snellville GA 30078 2-4 Family 138000 20060201 80.00 No MI 100066000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 138000 905.625 360 357 7.5 0 0 0.375 7.875 Snellville GA 30078 2-4 Family 138000 20060201 80.00 No MI 010006600000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 157500 951.5625 360 358 6.875 0 0 0.375 7.25 Commerce City CO 80022 2-4 Family 157500 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 295900 1602.791667 360 359 6.125 0 0 0.375 6.5 VIRGINIA BEACH VA 23456 Single Family 295900 20060401 79.99 No MI 100213000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 1100000 6645.833333 360 358 6.875 0 0 0.375 7.25 Fort Myers FL 33912 Single Family 1100000 20060301 73.33 No MI 2.25 20110201 12.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 359200 2245 360 359 7.125 0 0 0.375 7.5 VACAVILLE CA 95687 Single Family 359200 20060401 80.00 No MI 100152000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 110374.78 689.842375 360 358 7.125 0 0 0.375 7.5 Marietta GA 30060 Single Family 110400 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 110300 666.3958333 360 359 6.875 0 0 0.375 7.25 JACKSONVILLE FL 32210 Single Family 110400 20060401 80.00 No MI 100293000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 187500 1171.875 360 359 7.125 0 0 0.375 7.5 ALEXANDRIA VA 22303 Condominium 187500 20060401 75.00 No MI 100213000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 216000 1327.5 360 358 7 0 0 0.375 7.375 ALBANY GA 31701 2-4 Family 216000 20060301 80.00 No MI 100293000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 240000 1425 360 358 6.75 0 0 0.375 7.125 CUMMING GA 30041 Single Family 240000 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 123520 707.6666667 360 358 6.5 0 0 0.375 6.875 STOCKBRIDGE GA 30281 PUD 123520 20060301 80.00 No MI 100185000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 96000 650 360 358 7.75 0 0 0.375 8.125 ATLANTA GA 30331 Single Family 96000 20060301 80.00 No MI 100185000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 187200 1209 360 358 7.375 0 0 0.375 7.75 ORMOND BEACH FL 32174 Single Family 187200 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G04 75900 411.125 360 359 6.125 0 0 0.375 6.5 Clementon NJ 8021 PUD 75900 20060401 79.98 No MI 100087000000000000 2.25 20160301 11.5 1.875 2 First Lien N Y 120 No_PP 360 120 N 20360301 AFL2
GROUP II G02 416999.48 2215.309738 360 358 6 0 0 0.375 6.375 UPPER MARLBORO MD 20774 Single Family 417000 20060301 74.09 No MI 100031000000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 198450 1198.96875 360 358 6.875 0 0 0.375 7.25 Homestead FL 33035 PUD 198450 20060301 72.69 No MI 100022000000000000 2.25 20110201 12.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 248500 1630.78125 360 358 7.5 0 0 0.375 7.875 Gilbert AZ 85296 PUD 248500 20060301 70.00 No MI 100173000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 239200 1544.833333 360 358 7.375 0 0 0.375 7.75 Manassas VA 20110 PUD 239200 20060301 80.00 No MI 1000616-0000002711 2.25 20110201 12.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 112700 739.59375 360 358 7.5 0 0 0.375 7.875 Phoenix AZ 85017 Single Family 112700 20060301 70.00 No MI 100173000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 216000 1327.5 360 358 7 0 0 0.375 7.375 ALBANY GA 31701 2-4 Family 216000 20060301 80.00 No MI 010029300000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 146437.51 1111.87 360 358 7.875 0 0 0.375 8.25 Grain Valley MO 64029 2-4 Family 148000 20060301 80.00 No MI 100101000000000000 2.25 20110201 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 164548.43 1138.23 360 358 7 0 0 0.375 7.375 Englewood NJ 7631 Single Family 164800 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 39946.14 293.51 360 358 7.625 0 0 0.375 8 Franklin GA 30217 Single Family 40000 20060301 80.00 No MI 100099000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 90677.74 666.26 360 358 7.625 0 0 0.375 8 HUTTO TX 78634 Single Family 90800 20060301 80.00 No MI 100425000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 73889.82 517.42 360 358 7.125 0 0 0.375 7.5 MISSION TX 78572 Single Family 74000 20060301 80.00 No MI 100199000000000000 2.25 20110201 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 280000 1808.333333 360 358 7.375 0 0 0.375 7.75 LANHAM MD 20706 Single Family 280000 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 254400 1616.5 360 358 7.25 0 0 0.375 7.625 Falls Church VA 22044 Condominium 254400 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 186400 1165 360 358 7.125 0 0 0.375 7.5 Atlanta GA 30315 Single Family 186400 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 146797.01 1065.85 360 358 7.5 0 0 0.375 7.875 Cape Coral FL 33914 Single Family 147000 20060301 75.00 No MI 100115000000000000 2.75 20110201 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 78175.55 582.12 360 359 7.75 0 0 0.375 8.125 MOLINE IL 61265 Single Family 78400 20060401 80.00 No MI 100104000000000000 2.25 20110301 13.125 2.375 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 97000 626.4583333 360 359 7.375 0 0 0.375 7.75 Houston TX 77072 PUD 97000 20060401 69.94 No MI 100185000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 756000 5197.5 360 358 7.875 0 0 0.375 8.25 AUSTIN TX 78703 Single Family 756000 20060301 80.00 No MI 100252000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 146719.99 962.8499344 360 358 7.5 0 0 0.375 7.875 Jonesboro GA 30236 Single Family 146720 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 154879.09 1057.37 360 359 6.875 0 0 0.375 7.25 Delhi CA 95315 Single Family 155000 20060401 53.45 No MI 100173000000000000 2.25 20110301 12.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 195999.99 1143.333275 360 358 6.625 0 0 0.375 7 FREDERICK MD 21703 PUD 196000 20060301 80.00 No MI 100031000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 506400 3481.5 360 359 7.875 0 0 0.375 8.25 Henderson NV 89052 PUD 506400 20060401 80.00 No MI 100173000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 112500 738.28125 360 358 7.5 0 0 0.375 7.875 Las Vegas NV 89103 Condominium 112500 20060301 75.00 No MI 100173000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 133512.6 991.98 360 359 7.75 0 0 0.375 8.125 Merritt Island FL 32953 Condominium 133600 20060401 80.00 No MI 2.25 20110301 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 295363.62 1753.721494 360 358 6.75 0 0 0.375 7.125 Las Vegas NV 89123 PUD 295600 20060301 80.00 No MI 100195000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 193352.25 1454.45 360 358 7.875 0 0 0.375 8.25 Stroudsburg PA 18360 2-4 Family 193600 20060301 80.00 No MI 2.25 20110201 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 329600 2025.666667 360 358 7 0 0 0.375 7.375 MISSION VIEJO CA 92691 Condominium 329600 20060301 80.00 No MI 100183000000000000 2.25 20130201 12.375 1.875 1 First Lien N Y 120 Prepay 360 84 N 20360201 AFL2
GROUP I G01 300000 2031.25 360 358 7.75 0 0 0.375 8.125 Pomona CA 91767 Single Family 300000 20060301 80.00 No MI 100196000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 199654.63 1297.2 360 358 6.375 0 0 0.375 6.75 SELMA CA 93662 Single Family 200000 20060301 66.67 No MI 100183000000000000 2.25 20130201 11.75 1.875 1 First Lien N N 0 No_PP 360 84 N 20360201 AFL2
GROUP I G01 139816.22 1039.5 360 358 7.75 0 0 0.375 8.125 WEST HARTFORD CT 6119 Single Family 140000 20060301 80.00 No MI 100022000000000000 2.25 20110201 14.125 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G03 483900 3074.78125 360 358 7.25 0 0 0.375 7.625 BOWIE MD 20720 Condominium 483900 20060301 79.98 No MI 100031000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 595000 3842.708333 360 359 7.375 0 0 0.375 7.75 Indio CA 92201 PUD 595000 20060401 70.00 No MI 100173000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 299585.73 2175.21 360 358 7.5 0 0 0.375 7.875 Carteret NJ 7008 2-4 Family 300000 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G03 484392 2926.535 360 358 6.875 0 0 0.375 7.25 CORONA CA 92880 Single Family 484392 20060301 80.00 No MI 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 194472 1235.7075 360 358 7.25 0 0 0.375 7.625 CHELSEA MI 48118 Single Family 194472 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 191250 1275 360 358 7.625 0 0 0.375 8 Edinburg TX 78539 2-4 Family 191250 20060301 75.00 No MI 100185000000000000 2.25 20110201 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 211814.67 1301.777659 360 353 7 0 0 0.375 7.375 Chaska MN 55318 PUD 212000 20051001 80.00 No MI 100221000000000000 2.25 20100901 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20350901 AFL2
GROUP I G01 179679.82 1335.87 360 358 7.75 0 0 0.375 8.125 VERO BEACH FL 32967 Single Family 179916 20060301 80.00 No MI 100022000000000000 5.5 20080201 13.125 1.875 1 First Lien N N 0 Prepay 360 24 N 20360201 AFL2
GROUP I G01 52730.69 392.04 360 358 7.75 0 0 0.375 8.125 COLUMBUS OH 43232 Single Family 52800 20060301 80.00 No MI 010020400000000000 2.25 20110201 13.125 5.125 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G03 780000 4631.25 360 358 6.75 0 0 0.375 7.125 WESTON MA 2493 Single Family 780000 20060301 65.00 No MI 100095000000000000 2.25 20110201 13.125 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 645076 4367.702083 360 358 7.75 0 0 0.375 8.125 Parker CO 80138 PUD 645076 20060301 75.00 No MI 100113000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 177599.65 1146.99774 360 358 7.375 0 0 0.375 7.75 Dunedin FL 34698 Single Family 177600 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 417000 2258.75 360 358 6.125 0 0 0.375 6.5 LEMON GROVE CA 91945 Single Family 417000 20060301 69.50 No MI 100185000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 152100 1014 360 358 7.625 0 0 0.375 8 Richmond VA 23226 Single Family 152100 20060301 74.98 No MI 100099000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 178644 1209.56875 360 358 7.75 0 0 0.375 8.125 TAMPA FL 33647 PUD 178644 20060301 80.00 No MI 100204000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 665000 4156.25 360 357 7.125 0 0 0.375 7.5 Carlsbad CA 92009 PUD 665000 20060201 76.88 No MI 100134000000000000 2.375 20060501 12 1.875 0 First Lien N Y 120 No_PP 360 4 N 20360101 AFL2
GROUP II G01 162882.03 1153.7 360 359 7.25 0 0 0.375 7.625 North Chicago IL 60064 2-4 Family 163000 20060401 53.27 No MI 100425000000000000 2.25 20110301 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 380000 2557.083333 360 356 7.7 0 0 0.375 8.075 Los Angeles CA 91744 Single Family 380000 20060101 80.00 No MI 100256000000000000 7.075 20071201 14.075 1.875 1 First Lien N Y 60 Prepay 360 24 N 20351201 AFL2
GROUP I G01 205992.4 1373.282667 360 358 7.625 0 0 0.375 8 Denver CO 80232 Single Family 206250 20060301 75.00 No MI 100030000000000000 2.25 20110201 13 6.7 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 107051.98 777.27 360 358 7.5 0 0 0.375 7.875 Redford MI 48239 Single Family 107200 20060301 80.00 No MI 100266000000000000 2.25 20110201 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 88000 540.8333333 360 358 7 0 0 0.375 7.375 Seffner FL 33584 Single Family 88000 20060301 80.00 No MI 100035000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 400000 2416.666667 360 359 6.875 0 0 0.375 7.25 Arvada CO 80007 Single Family 400000 20060401 80.00 No MI 100095000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 161250 923.828125 360 358 6.5 0 0 0.375 6.875 LAS VEGAS NV 89107 Single Family 161250 20060301 75.00 No MI 100204000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 312000 2145 360 356 7.875 0 0 0.375 8.25 Hollywood FL 33020 2-4 Family 312000 20060101 80.00 No MI 100039000000000000 2.375 20071201 14.25 1.875 2 First Lien N Y 60 Prepay 360 24 N 20351201 AFL2
GROUP II G01 265593.94 1837.2 360 358 7 0 0 0.375 7.375 WOODBRIDGE VA 22191 Single Family 266000 20060301 67.17 No MI 100293000000000000 2.25 20110201 12.375 2 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 136800 897.75 360 358 7.5 0 0 0.375 7.875 Collinsville TX 76233 Single Family 136800 20060301 80.00 No MI 100404000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 105600 704 360 358 7.625 0 0 0.375 8 Altamonte Springs FL 32701 2-4 Family 105600 20060301 80.00 No MI 100266000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 113000 706.25 360 358 7.125 0 0 0.375 7.5 Phoenix AZ 85013 Condominium 113000 20060301 80.00 No MI 100195000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 62938.96 463.74 360 358 7.625 0 0 0.375 8 Idaho Falls ID 83401 Townhouse 63200 20060301 80.00 No MI 100099000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 124000 800.8333333 360 357 7.375 0 0 0.375 7.75 CHESAPEAKE VA 23325 Single Family 124000 20060201 80.00 No MI 100126000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 74800 506.4583333 360 358 7.75 0 0 0.375 8.125 COLUMBUS OH 43229 Single Family 74800 20060301 80.00 No MI 100204000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 130250 786.9270833 360 359 6.875 0 0 0.375 7.25 ATHENS AL 35613 PUD 130250 20060401 79.97 No MI 100177000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 621244.99 3688.642128 360 358 6.75 0 0 0.375 7.125 Duluth GA 30097 PUD 621245 20060301 80.00 No MI 100086000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 132000 825 360 359 7.125 0 0 0.375 7.5 Longmont CO 80501 Single Family 132000 20060401 80.00 No MI 100095000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 105141.68 741.35 360 358 7.75 0 0 0.375 8.125 POCATELLO ID 83201 Single Family 105200 20060301 80.00 No MI 100414000000000000 2.25 20110201 13.125 1.875 1 First Lien Y N 0 Prepay 480 60 N 20360201 AFL2
GROUP I G01 191250 1275 360 358 7.625 0 0 0.375 8 Edinburg TX 78539 2-4 Family 191250 20060301 75.00 No MI 100185000000000000 2.25 20110201 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 116250 787.109375 360 358 7.75 0 0 0.375 8.125 MESA AZ 85213 Condominium 116250 20060301 75.00 No MI 100414000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 456000 3087.5 360 358 7.75 0 0 0.375 8.125 BUENA PARK CA 90621 Single Family 456000 20060301 80.00 No MI 100414000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 114000 760 360 358 7.625 0 0 0.375 8 Tucson AZ 85706 Single Family 114000 20060301 75.50 No MI 100185000000000000 2.25 20110201 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 151200 992.25 360 357 7.5 0 0 0.375 7.875 Woodstock GA 30189 PUD 151200 20060201 80.00 No MI 100066000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 98000 602.2916667 360 358 7 0 0 0.375 7.375 Joshua Tree CA 92252 Single Family 98000 20060301 70.00 No MI 100059000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 172561.73 1194.59 360 357 7 0 0 0.375 7.375 Summerville SC 29485 PUD 172959 20060201 80.00 No MI 100066000000000000 2.25 20110101 12.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP I G01 247438.13 1598.037923 360 357 7.375 0 0 0.375 7.75 Snellville GA 30078 2-4 Family 247920 20060201 80.00 No MI 100066000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 152500 1016.666667 360 358 7.625 0 0 0.375 8 Smyrna DE 19977 Single Family 152500 20060301 79.99 No MI 100028000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 114794 741.3779167 360 357 7.375 0 0 0.375 7.75 Brunswick GA 31520 Single Family 114794 20060201 75.00 No MI 100066000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 87150 499.296875 360 358 6.5 0 0 0.375 6.875 Aurora CO 80013 PUD 87150 20060301 69.88 No MI 100185000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 266232 1553.02 360 358 6.625 0 0 0.375 7 KISSIMMEE FL 34746 PUD 266232 20060301 80.00 No MI 100057000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 273084 1763.6675 360 358 7.375 0 0 0.375 7.75 GLENDALE AZ 85310 PUD 273084 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 427977.35 2942.344281 360 357 7.875 0 0 0.375 8.25 Stockbridge GA 30281 Single Family 428000 20060201 80.00 No MI 100378000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G01 99775.98 699.21 360 357 7.125 0 0 0.375 7.5 Fort Pierce FL 34981 2-4 Family 100000 20060201 80.00 No MI 100378000000000000 2.25 20110101 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP I G01 188000 1214.166667 360 357 7.375 0 0 0.375 7.75 Decatur GA 30032 Single Family 188000 20060201 80.00 No MI 100378000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 106955 701.8921875 360 357 7.5 0 0 0.375 7.875 Union City GA 30291 Single Family 106955 20060201 80.00 No MI 100378000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 188000 1077.083333 360 358 6.5 0 0 0.375 6.875 Colorado Springs CO 80915 Single Family 188000 20060301 80.00 No MI 100125000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 374495.08 2751.62 360 358 7.625 0 0 0.375 8 Chicago IL 60618 2-4 Family 375000 20060301 75.00 No MI 100425000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 456884.01 3356.97 360 358 7.625 0 0 0.375 8 Heath TX 75032 Single Family 457500 20060301 75.00 No MI 100425000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 579652 3803.96625 360 358 7.5 0 0 0.375 7.875 Laurel MD 20708 PUD 579652 20060301 80.00 No MI 100266000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 103444 678.85125 360 358 7.5 0 0 0.375 7.875 Alpharetta GA 30004 Condominium 103444 20060301 80.00 No MI 100425000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 120800 704.6666667 360 358 6.625 0 0 0.375 7 Blacklick OH 43004 Single Family 120800 20060301 80.00 No MI 100331000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 139811.5 1027.27 360 358 7.625 0 0 0.375 8 Caddo Mills TX 75135 Single Family 140000 20060301 80.00 No MI 100266000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 102262.14 751.37 360 358 7.625 0 0 0.375 8 Katy TX 77449 PUD 102400 20060301 80.00 No MI 100266000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 188000 1253.333333 360 358 7.625 0 0 0.375 8 Las Vegas NV 89147 Condominium 188000 20060301 80.00 No MI 100266000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 825000 5328.125 360 358 7.375 0 0 0.375 7.75 Myrtle Beach SC 29579 Single Family 825000 20060301 75.00 No MI 100035000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 1099000 6639.791667 360 358 6.875 0 0 0.375 7.25 Los Angeles CA 90077 Single Family 1099000 20060301 70.00 No MI 100199000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 132000 893.75 360 358 7.75 0 0 0.375 8.125 CHARDON OH 44024 Single Family 132000 20060301 77.42 No MI 100204000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 94320 520.725 360 358 6.25 0 0 0.375 6.625 REX GA 30273 Single Family 94320 20060301 80.00 No MI 100021000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 89600 485.3333333 360 358 6.125 0 0 0.375 6.5 RIDGECREST CA 93555 Single Family 89600 20060301 70.00 No MI 100313000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 87500 546.875 360 358 7.125 0 0 0.375 7.5 Denver CO 80221 Single Family 87500 20060301 79.92 No MI 100095000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 409350 2643.71875 360 358 7.375 0 0 0.375 7.75 ALDIE VA 20105 PUD 409350 20060301 80.00 No MI 100028000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 292000 1885.833333 360 358 7.375 0 0 0.375 7.75 AVONDALE AZ 85323 PUD 292000 20060301 80.00 No MI 100414000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 183750 1167.578125 360 358 7.25 0 0 0.375 7.625 GLENDALE AZ 85308 Single Family 183750 20060301 75.00 No MI 100414000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 112425 679.234375 360 358 6.875 0 0 0.375 7.25 PHOENIX AZ 85027 Single Family 112425 20060301 75.00 No MI 100414000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 473850 2961.5625 360 358 7.125 0 0 0.375 7.5 Ventura CA 93001 2-4 Family 473850 20060301 65.00 No MI 100414000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 71500 431.9791667 360 358 6.875 0 0 0.375 7.25 SALT LAKE CITY UT 84118 Single Family 71500 20060301 65.00 No MI 100414000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 415248 2465.535 360 358 6.75 0 0 0.375 7.125 PEORIA AZ 85383 Single Family 415248 20060301 80.00 No MI 100414000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 170636 1102.024167 360 358 7.375 0 0 0.375 7.75 FOUNTAIN CO 80817 PUD 170636 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 97500 639.84375 360 358 7.5 0 0 0.375 7.875 Atlanta GA 30315 Single Family 97500 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 385000 2446.354167 360 358 7.25 0 0 0.375 7.625 West New York NJ 7093 2-4 Family 385000 20060301 70.00 No MI 100234000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 159920 1066.133333 360 358 7.625 0 0 0.375 8 LILBURN GA 30047 2-4 Family 159920 20060301 80.00 No MI 100199000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 195507.69 1337.07 360 358 6.875 0 0 0.375 7.25 Fountain Hills AZ 85268 Condominium 196000 20060301 70.00 No MI 100199000000000000 2.25 20110201 12.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 183400 1050.729167 360 358 6.5 0 0 0.375 6.875 PALM COAST FL 32164 Single Family 183400 20060301 70.00 No MI 100293000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 184709.22 1265.44 360 358 6.875 0 0 0.375 7.25 Scottsdale AZ 85260 Condominium 185500 20060301 70.00 No MI 100199000000000000 2.25 20110201 12.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G03 1360000 7508.333333 360 358 6.25 0 0 0.375 6.625 IVYLAND PA 18974 Single Family 1360000 20060301 68.00 No MI 100077000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 152000 760 360 353 5.625 0 0 0.375 6 Denver CO 80221 Single Family 152000 20051001 80.00 No MI 100173000000000000 1.5 20060901 12 1.875 0 First Lien N Y 120 No_PP 360 12 N 20350901 AFL2
GROUP II G03 658832.19 4226.05 360 358 6.25 0 0 0.375 6.625 OAKLAND CA 94606 2-4 Family 660000 20060301 80.00 No MI 2.25 20110201 11.625 1.125 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 329382 2161.569375 360 358 7.5 0 0 0.375 7.875 Miami FL 33033 Single Family 329382 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 86250 575 360 358 7.625 0 0 0.375 8 MINOT ND 58703 Condominium 86250 20060301 75.00 No MI 100213000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 665000 4364.0625 360 358 7.5 0 0 0.375 7.875 PROVINCETOWN MA 2657 Single Family 665000 20060301 70.00 No MI 100022000000000000 2.25 20110201 13.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 350000 2296.875 360 358 7.5 0 0 0.375 7.875 Lake Worth FL 33463 PUD 350000 20060301 70.00 No MI 100196000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 599539.44 3684.669475 360 358 7 0 0 0.375 7.375 Prior Lake MN 55372 Single Family 599768 20060301 80.00 No MI 100400000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 240000 1600 360 358 7.625 0 0 0.375 8 Cape Coral FL 33904 2-4 Family 240000 20060301 75.00 No MI 100091000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 207522.21 1454.37 360 357 7.125 0 0 0.375 7.5 Atlanta GA 30328 Condominium 208000 20060201 80.00 No MI 100066000000000000 2.25 20110101 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G03 1275000 8101.5625 360 359 7.25 0 0 0.375 7.625 SAN JUAN CAPISTRANO CA 92675 PUD 1275000 20060401 75.00 No MI 100400000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 292546.14 1919.834044 360 359 7.5 0 0 0.375 7.875 GILBERT AZ 85297 PUD 294600 20060401 79.99 No MI 100047000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 150000 1015.625 360 358 7.75 0 0 0.375 8.125 Colorado Springs CO 80916 2-4 Family 150000 20060301 75.00 No MI 100185000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 607500 4176.5625 360 358 7.875 0 0 0.375 8.25 Surprise AZ 85379 PUD 607500 20060301 75.00 No MI 100420000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 486400 3141.333333 360 358 7.375 0 0 0.375 7.75 San Diego CA 92173 Single Family 486400 20060301 80.00 No MI 100256000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 99920 572.4583333 360 358 6.5 0 0 0.375 6.875 North Charleston SC 29418 Single Family 99920 20060301 80.00 No MI 100035000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 243920 1397.458333 360 359 6.5 0 0 0.375 6.875 LANCASTER CA 93534 Single Family 243920 20060401 80.00 No MI 100400000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 131250 847.65625 360 359 7.375 0 0 0.375 7.75 Beaverton OR 97005 Single Family 131250 20060401 75.00 No MI 100114000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 116000 688.75 360 359 6.75 0 0 0.375 7.125 Spring Hill FL 34609 PUD 116000 20060401 80.00 No MI 100400000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 304300 1743.385417 360 359 6.5 0 0 0.375 6.875 BRAINTREE MA 2184 Single Family 304300 20060401 79.98 No MI 100095000000000000 2.25 20110301 12.875 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 171500 1071.875 360 359 7.125 0 0 0.375 7.5 JEFFERSONTOWN KY 40299 Single Family 171500 20060401 76.91 No MI 100331000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 523450 3271.5625 360 359 7.125 0 0 0.375 7.5 STOCKTON CA 95212 Single Family 523450 20060401 79.99 No MI 100209000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 292277.43 2020.23 360 359 7 0 0 0.375 7.375 Haines City FL 33844 PUD 292500 20060401 75.00 No MI 100035000000000000 2.25 20110301 12.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 132000 756.25 360 359 6.5 0 0 0.375 6.875 LOUISVILLE KY 40245 Single Family 132000 20060401 80.00 No MI 100331000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 133800 724.75 360 359 6.125 0 0 0.375 6.5 LOGANVILLE GA 30052 Single Family 133800 20060401 84.42 PMI 100130000000000000 2.25 20110301 11.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 417000 2258.75 360 359 6.125 0 0 0.375 6.5 Vista CA 92081 Single Family 417000 20060401 78.53 No MI 100022000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 196000 1061.666667 360 359 6.125 0 0 0.375 6.5 Las Vegas NV 89145 Single Family 196000 20060401 80.00 No MI 100195000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 343200 1394.25 360 356 4.5 0 0 0.375 4.875 Los Angeles CA 90044 Single Family 343200 20060101 80.00 No MI 100172000000000000 2.375 20071201 10.875 1.875 1 First Lien N Y 120 Prepay 360 24 N 20351201 AFL2
GROUP II G01 251475 1493.132813 360 359 6.75 0 0 0.375 7.125 Farmington MN 55024 Single Family 251475 20060401 75.00 No MI 100400000000000000 2.25 20110301 12.125 2 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 141520 884.5 360 359 7.125 0 0 0.375 7.5 Lynn MA 1902 Condominium 141520 20060401 80.00 No MI 1002096-0000213873 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 319200 1862 360 357 6.625 0 0 0.375 7 Los Angeles CA 90002 Single Family 319200 20060201 80.00 No MI 100172000000000000 3 20080101 13 1.875 1 First Lien N Y 120 Prepay 360 24 N 20360101 AFL2
GROUP I G01 152844.73 1109 360 359 7.5 0 0 0.375 7.875 SAINT LUCIE FL 34986 Single Family 152950 20060401 79.99 No MI 100035000000000000 2.25 20110301 12.875 2.625 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 146400 838.75 360 358 6.5 0 0 0.375 6.875 CARMEL IN 46032 Single Family 146400 20060301 80.00 No MI 100331000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 171743.9 1202.65 360 358 7.125 0 0 0.375 7.5 Lawrenceville GA 30045 PUD 172000 20060301 80.00 No MI 100378000000000000 2.25 20110201 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 135920 863.6583333 360 358 7.25 0 0 0.375 7.625 Miami FL 33196 Condominium 135920 20060301 80.00 No MI 100378000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 95139.29 715.21 360 359 7.875 0 0 0.375 8.25 HOUSTON TX 77014 PUD 95200 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 172036.98 1190.03 360 358 7 0 0 0.375 7.375 Bend OR 97702 PUD 172300 20060301 74.98 No MI 100185000000000000 2.25 20110201 12.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 162450 1066.078125 360 358 7.5 0 0 0.375 7.875 Kingman AZ 86409 Single Family 162450 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 105000 689.0625 360 359 7.5 0 0 0.375 7.875 Warren MI 48089 Single Family 105000 20060401 70.00 No MI 100022000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 200000 1041.666667 360 359 5.875 0 0 0.375 6.25 Miami FL 33136 PUD 200000 20060401 52.63 No MI 100022000000000000 2.25 20110301 11.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 240000 1475 360 358 7 0 0 0.375 7.375 Estero FL 33928 Condominium 240000 20060301 80.00 No MI 2.25 20110201 12.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 396000 2433.75 360 359 7 0 0 0.375 7.375 SCOTTS AZ 85225 PUD 396000 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 198750 1117.96875 360 358 6.375 0 0 0.375 6.75 Mesa AZ 85202 PUD 198750 20060301 75.00 No MI 100185000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G03 520900 3309.885417 360 359 7.25 0 0 0.375 7.625 PENSACOLA FL 32507 Condominium 520900 20060401 79.99 No MI 100022000000000000 2.25 20110301 12.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 118400 826.3333333 360 359 8 0 0 0.375 8.375 LAS VEGAS NV 89110 PUD 118400 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G03 496000 2945 360 358 6.75 0 0 0.375 7.125 CAMARILLO CA 93012 PUD 496000 20060301 80.00 No MI 100414000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 210000 1334.375 360 358 7.25 0 0 0.375 7.625 Providence RI 2907 Single Family 210000 20060301 80.00 No MI 100103000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 386250 2414.0625 360 358 7.125 0 0 0.375 7.5 Blaine MN 55449 PUD 386250 20060301 75.00 No MI 100400000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 167920 1119.466667 360 358 7.625 0 0 0.375 8 Chicago IL 60616 Condominium 167920 20060301 80.00 No MI 100400000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 83858.46 551.82 360 358 6.5 0 0 0.375 6.875 DUNBAR PA 15431 Single Family 84000 20060301 80.00 No MI 100213000000000000 2.25 20110201 11.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 125442.45 849.3 360 358 7.375 0 0 0.375 7.75 Miami FL 33015 Condominium 125520 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.75 1.875 1 First Lien Y N 0 Prepay 480 60 N 20360201 AFL2
GROUP II G01 330000 1718.75 360 358 5.875 0 0 0.375 6.25 Scottsdale AZ 85259 PUD 330000 20060301 68.75 No MI 100071000000000000 2.25 20110201 11.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 787500 5167.96875 360 358 7.5 0 0 0.375 7.875 SHERMAN OAKS CA 91423 2-4 Family 787500 20060301 75.00 No MI 100087000000000000 2.25 20110201 13.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 392192 2451.2 360 358 7.125 0 0 0.375 7.5 Saint Louis MO 63122 Condominium 392192 20060301 75.00 No MI 100266000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 279500 1688.645833 360 358 6.875 0 0 0.375 7.25 Kent WA 98042 Single Family 279500 20060301 65.00 No MI 100425000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G03 862500 5390.625 360 358 7.125 0 0 0.375 7.5 Myrtle Beach SC 29577 Condominium 862500 20060301 75.00 No MI 100035000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 76000 475 360 358 7.125 0 0 0.375 7.5 Baltimore MD 21229 Single Family 76000 20060301 80.00 No MI 100218000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 192109 1080.613125 360 358 6.375 0 0 0.375 6.75 BUCKEYE AZ 85326 PUD 192109 20060301 80.00 No MI 100071000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 238400 1490 360 358 7.125 0 0 0.375 7.5 FT LAUDERDALE FL 33319 Single Family 238400 20060301 80.00 No MI 100022000000000000 2.375 20080201 13.5 1.875 1 First Lien N Y 60 Prepay 360 24 N 20360201 AFL2
GROUP II G01 68899.8 488.38 360 358 7.25 0 0 0.375 7.625 FRUITLAND UT 84027 Single Family 69000 20060301 75.00 No MI 100199000000000000 2.25 20110201 12.625 2 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 399200 2702.916667 360 358 7.75 0 0 0.375 8.125 Chelsea MA 2150 2-4 Family 399200 20060301 80.00 No MI 100022000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 245000 1607.8125 360 358 7.5 0 0 0.375 7.875 East Orange NJ 7017 2-4 Family 245000 20060301 70.00 No MI 100234000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 256000 1520 360 358 6.75 0 0 0.375 7.125 SAN BERNARDINO CA 92407 Single Family 256000 20060301 80.00 No MI 10002404-060105123 2.25 20110201 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 159992.94 999.955875 360 355 7.125 0 0 0.375 7.5 BALTIMORE MD 21224 Single Family 160000 20051201 80.00 No MI 100128000000000000 2.25 20101101 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20351101 AFL2
GROUP II G02 359920 2137.025 360 358 6.75 0 0 0.375 7.125 RIVERSIDE CA 92509 Single Family 359920 20060301 80.00 No MI 100194000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 156000 991.25 360 358 7.25 0 0 0.375 7.625 Plainfield NJ 7060 Single Family 156000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 293600 1896.166667 360 357 7.375 0 0 0.375 7.75 Hyattsville MD 20782 Single Family 293600 20060201 80.00 No MI 100213000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 95120 544.9583333 360 358 6.5 0 0 0.375 6.875 ANTIOCH TN 37013 Townhouse 95120 20060301 80.00 No MI 100213000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 177150 1162.546875 360 358 7.5 0 0 0.375 7.875 Davie FL 33328 Condominium 177150 20060301 75.00 No MI 1002030-0013331731 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 558400 3490 360 358 7.125 0 0 0.375 7.5 Overland Park KS 66223 Single Family 558400 20060301 80.00 No MI 100400000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 54664.41 396.9 360 358 7.5 0 0 0.375 7.875 Saint Louis MO 63123 Single Family 54740 20060301 70.00 No MI 100425000000000000 2.25 20110201 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 1235000 7976.041667 360 359 7.375 0 0 0.375 7.75 SIX MILE SC 29682 Single Family 1235000 20060401 61.75 No MI 100264000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 109500 718.59375 360 358 7.5 0 0 0.375 7.875 Fairburn GA 30213 PUD 109500 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G03 426700 2400.1875 360 357 6.375 0 0 0.375 6.75 Palm Beach Gardens FL 33418 Single Family 426700 20060201 69.99 No MI 2.25 20110101 11.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 146400 884.5 360 358 6.875 0 0 0.375 7.25 Richmond VA 23237 PUD 146400 20060301 80.00 No MI 100218000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 55926.47 415.8 360 358 7.75 0 0 0.375 8.125 Brookhaven PA 19015 Condominium 56000 20060301 80.00 No MI 100077000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 272403.46 1932.28 360 357 7.25 0 0 0.375 7.625 Miami FL 33133 Condominium 273000 20060201 70.00 No MI 100142000000000000 2.25 20110101 12.625 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP II G02 337600 1899 360 358 6.375 0 0 0.375 6.75 Palm Desert CA 92260 Single Family 337600 20060301 80.00 No MI 100096000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 239512 1521.899167 360 358 7.25 0 0 0.375 7.625 INDIO CA 92203 PUD 239512 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 238091.64 1438.470325 360 359 6.875 0 0 0.375 7.25 SAHUARITA AZ 85629 PUD 238092 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 333456 2257.775 360 358 7.75 0 0 0.375 8.125 RENO NV 89523 Single Family 333456 20060301 80.00 No MI 100057000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 83834.03 623.7 360 357 7.75 0 0 0.375 8.125 Richmond VA 23222 Single Family 84000 20060201 80.00 No MI 100266000000000000 2.25 20110101 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G01 106304 675.4733333 360 358 7.25 0 0 0.375 7.625 Richmond TX 77469 PUD 106304 20060301 80.00 No MI 100266000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 208000 1386.666667 360 358 7.625 0 0 0.375 8 Phoenix AZ 85027 PUD 208000 20060301 80.00 No MI 100266000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 559920 3616.15 360 358 7.375 0 0 0.375 7.75 MANASSAS VA 20112 Single Family 559920 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 579980 3685.289583 360 357 7.25 0 0 0.375 7.625 Frederick MD 21704 PUD 579980 20060201 80.00 No MI 100028000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 300000 1625 360 355 6.125 0 0 0.375 6.5 Phoenix AZ 85024 PUD 300000 20051201 80.00 No MI 100039000000000000 2.75 20101101 12.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20351101 AFL2
GROUP II G01 150815.12 1056.09 360 358 7.125 0 0 0.375 7.5 Pickerington OH 43147 Single Family 151040 20060301 80.00 No MI 2.25 20110201 12.5 2.375 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 482240 3265.166667 360 357 7.75 0 0 0.375 8.125 Bowie MD 20721 PUD 482240 20060201 80.00 No MI 100028000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 276212 1812.64125 360 357 7.5 0 0 0.375 7.875 SELBYVILLE DE 19975 PUD 276212 20060201 80.00 No MI 100028000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 449320 2948.6625 360 357 7.5 0 0 0.375 7.875 BRUNSWICK MD 21758 PUD 449320 20060201 80.00 No MI 100028000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 511450 3462.942708 360 357 7.75 0 0 0.375 8.125 STAFFORD VA 22554 PUD 511450 20060201 79.99 No MI 100028000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 256000 1626.666667 360 358 7.25 0 0 0.375 7.625 Buckeye AZ 85326 Single Family 256000 20060301 80.00 No MI 100095000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 119846.43 901.52 360 358 7.875 0 0 0.375 8.25 Decatur GA 30032 2-4 Family 120000 20060301 80.00 No MI 1001487-0000015874 2.25 20110201 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 123841.32 931.57 360 358 7.875 0 0 0.375 8.25 Decatur GA 30032 2-4 Family 124000 20060301 80.00 No MI 100149000000000000 2.25 20110201 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 160000 1000 360 358 7.125 0 0 0.375 7.5 Las Vegas NV 89106 Single Family 160000 20060301 80.00 No MI 100173000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 123841.32 931.57 360 358 7.875 0 0 0.375 8.25 Decatur GA 30032 2-4 Family 124000 20060301 80.00 No MI 1001487-0000015872 2.25 20110201 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 164800 1030 360 358 7.125 0 0 0.375 7.5 Phoenix AZ 85019 Single Family 164800 20060301 80.00 No MI 100173000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 312000 1982.5 360 359 7.25 0 0 0.375 7.625 Miami FL 33160 Condominium 312000 20060401 65.68 No MI 100234000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 127500 850 360 358 7.625 0 0 0.375 8 Chicago IL 60617 Single Family 127500 20060301 75.00 No MI 100113000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 139750 858.8802083 360 358 7 0 0 0.375 7.375 Chicago IL 60622 Condominium 139750 20060301 65.00 No MI 100425000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 183200 1221.333333 360 358 7.625 0 0 0.375 8 FRANKFORT IL 60423 Single Family 183200 20060301 80.00 No MI 100113000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 297600 1674 360 358 6.375 0 0 0.375 6.75 Batavia IL 60510 Single Family 297600 20060301 80.00 No MI 100113000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 164000 1093.333333 360 358 7.625 0 0 0.375 8 Kingman AZ 86401 Single Family 164000 20060301 80.00 No MI 100034000000000000 2.25 20110201 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 299600 1810.083333 360 357 6.875 0 0 0.375 7.25 KERMAN CA 93630 Single Family 299600 20060201 80.00 No MI 100183000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G02 62639.99 371.9249406 360 359 6.75 0 0 0.375 7.125 JOHNSON CITY TN 37615 Condominium 62640 20060401 80.00 No MI 100213000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 117375 782.5 360 359 7.625 0 0 0.375 8 HAZEL CREST IL 60429 Single Family 117375 20060401 75.00 No MI 100113000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 416800 2691.833333 360 358 7.375 0 0 0.375 7.75 MANASSAS VA 20109 Single Family 416800 20060301 80.00 No MI 100031000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 291760 1914.675 360 357 7.5 0 0 0.375 7.875 WOODBRIDGE VA 22193 Single Family 292000 20060201 80.00 No MI 100031000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 1680000 10500 360 356 7.125 0 0 0.375 7.5 GOLDEN VALLEY MN 55422 PUD 1680000 20060101 70.00 No MI 100113000000000000 2.25 20101201 13.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP I G01 95037.23 681.82 360 358 7.375 0 0 0.375 7.75 SAGINAW TX 76131 PUD 95172 20060301 80.00 No MI 100076000000000000 2.25 20110201 12.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 193200 1207.5 360 358 7.125 0 0 0.375 7.5 PHOENIX AZ 85053 Single Family 193200 20060301 70.00 No MI 1000608-0000024873 2.25 20110201 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 318711.99 1859.153275 360 358 6.625 0 0 0.375 7 APPLE VALLEY CA 92308 PUD 318712 20060301 80.00 No MI 100057000000000000 2.375 20080201 12 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360201 AFL2
GROUP II G02 228112 1378.176667 360 358 6.875 0 0 0.375 7.25 ANTHEM AZ 85086 PUD 228112 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.25 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 167392 1046.2 360 358 7.125 0 0 0.375 7.5 NORTH LAS VEGAS NV 89084 Condominium 167392 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 216000 1350 360 358 7.125 0 0 0.375 7.5 Las Vegas NV 89123 PUD 216000 20060301 80.00 No MI 100195000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 128000 866.6666667 360 358 7.75 0 0 0.375 8.125 Colorado Springs CO 80922 PUD 128000 20060301 80.00 No MI 100226000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 170320 1046.758333 360 358 7 0 0 0.375 7.375 Las Vegas NV 89117 Condominium 170320 20060301 80.00 No MI 100195000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 87012.62 646.94 360 358 7.75 0 0 0.375 8.125 DALLAS TX 75241 Single Family 87130 20060301 80.00 No MI 100293000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 191868 1199.175 360 359 7.125 0 0 0.375 7.5 TUCSON AZ 85747 PUD 191868 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 46700.25 335.29 360 357 7.375 0 0 0.375 7.75 Washington DC 20020 Townhouse 46800 20060201 80.00 No MI 100052000000000000 2.75 20110101 13.75 1.875 2 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP I G01 91799.34 682.5 360 358 7.75 0 0 0.375 8.125 Houston TX 77085 Single Family 91920 20060301 80.00 No MI 100199000000000000 2.25 20110201 13.125 2.375 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 130000 853.125 360 359 7.5 0 0 0.375 7.875 Shalimar FL 32579 Single Family 130000 20060401 71.43 No MI 100425000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 237500 1558.59375 360 358 7.5 0 0 0.375 7.875 North Las Vegas NV 89031 Single Family 237500 20060301 79.99 No MI 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 272000 1728.333333 360 358 7.25 0 0 0.375 7.625 UPPER MARLBORO MD 20774 PUD 272000 20060301 80.00 No MI 010003100000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 86998.44 498.4285625 360 358 6.5 0 0 0.375 6.875 Oroville CA 95966 Single Family 87000 20060301 59.18 No MI 100172000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 294895 1720.220833 360 358 6.625 0 0 0.375 7 Phoenix AZ 85042 PUD 294900 20060301 79.99 No MI 100200000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 279999.17 1604.161911 360 358 6.5 0 0 0.375 6.875 CORONA CA 92882 Single Family 280000 20060301 70.00 No MI 100240000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 413050 2796.692708 360 357 7.75 0 0 0.375 8.125 Remington VA 22734 PUD 413050 20060201 79.99 No MI 100028000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 140698.1 996.57 360 359 7.25 0 0 0.375 7.625 SNELLVILLE GA 30078 Single Family 140800 20060401 80.00 No MI 100213000000000000 2.25 20110301 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G01 87200 545 360 358 7.125 0 0 0.375 7.5 Cartersville GA 30121 Single Family 87200 20060301 80.00 No MI 100185000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 503808 3096.32 360 359 7 0 0 0.375 7.375 LAUREL MD 20707 PUD 503808 20060401 80.00 No MI 100028000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 350400 2372.5 360 358 7.75 0 0 0.375 8.125 FAIR LAWN NJ 7410 Single Family 350400 20060301 80.00 No MI 100204000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 388936.55 2465.07 360 357 6.125 0 0 0.375 6.5 Fremont CA 94538 Single Family 390000 20060201 59.61 No MI 100161000000000000 2.375 20080101 12.5 1.875 2 First Lien N N 0 No_PP 360 24 N 20360101 AFL2
GROUP I G01 315000 2132.8125 360 358 7.75 0 0 0.375 8.125 Denver CO 80219 2-4 Family 315000 20060301 75.00 No MI 100185000000000000 2.25 20110201 13.125 2 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 199920 1103.725 360 358 6.25 0 0 0.375 6.625 Las Vegas NV 89122 PUD 199920 20060301 80.00 No MI 1001949-2415041858 2.25 20110201 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 99200 661.3333333 360 358 7.625 0 0 0.375 8 Conyers GA 30012 PUD 99200 20060301 80.00 No MI 100266000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 144000 900 360 358 7.125 0 0 0.375 7.5 Aurora CO 80010 Single Family 144000 20060301 80.00 No MI 100256000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 99200 661.3333333 360 358 7.625 0 0 0.375 8 Conyers GA 30012 PUD 99200 20060301 80.00 No MI 100266000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 216000 1462.5 360 357 7.75 0 0 0.375 8.125 MANASSAS VA 20110 Condominium 216000 20060201 80.00 No MI 100031000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 186000 1259.375 360 358 7.75 0 0 0.375 8.125 Orangeburg SC 29115 2-4 Family 186000 20060301 74.40 No MI 100147000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 316300 1713.291667 360 357 6.125 0 0 0.375 6.5 HANFORD CA 93230 Single Family 316300 20060201 79.99 No MI 100183000000000000 2.75 20110101 12.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 186000 1259.375 360 358 7.75 0 0 0.375 8.125 Orangeburg SC 29115 2-4 Family 186000 20060301 74.40 No MI 100147000000000000 2.25 20110201 13.125 2.375 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 411157.3 2526.90424 360 357 7 0 0 0.375 7.375 PAIA HI 96779 Single Family 411200 20060201 80.00 No MI 100183000000000000 2.25 20110101 13.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 259581.69 1649.425322 360 357 7.25 0 0 0.375 7.625 LAKESIDE AZ 85929 Single Family 262500 20060201 70.00 No MI 100059000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 94276.08 700.92 360 358 7.75 0 0 0.375 8.125 CONROE TX 77306 Single Family 94400 20060301 80.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 151200 945 360 358 7.125 0 0 0.375 7.5 Orlando FL 32824 Condominium 151200 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 211850 1279.927083 360 358 6.875 0 0 0.375 7.25 Cape Coral FL 33993 Single Family 211850 20060301 69.46 No MI 2.25 20110201 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 255646.48 1856.18 360 358 7.5 0 0 0.375 7.875 PROSPECT PARK NJ 7508 2-4 Family 256000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 128000 866.6666667 360 357 7.75 0 0 0.375 8.125 Mission KS 66202 Single Family 128000 20060201 80.00 No MI 100400000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 155200 873 360 358 6.375 0 0 0.375 6.75 ATLANTA GA 30331 Single Family 155200 20060301 80.00 No MI 100185000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 137550 902.671875 360 358 7.5 0 0 0.375 7.875 Ocoee FL 34761 Condominium 137550 20060301 79.98 No MI 100091000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 194200 1314.895833 360 358 7.75 0 0 0.375 8.125 North Port FL 34287 Single Family 194200 20060301 75.27 No MI 100418000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 232000 1329.166667 360 358 6.5 0 0 0.375 6.875 Hockessin DE 19707 PUD 232000 20060301 80.00 No MI 100077000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 203050 1142.15625 360 358 6.375 0 0 0.375 6.75 Maricopa AZ 85239 PUD 203050 20060301 79.99 No MI 100047000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 143000 774.5833333 360 358 6.125 0 0 0.375 6.5 Land O Lakes FL 34639 PUD 143000 20060301 59.58 No MI 010003500000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 204000 1317.5 360 358 7.375 0 0 0.375 7.75 Las Vegas NV 89115 Single Family 204000 20060301 80.00 No MI 1002656-0000740515 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 151200 1008 360 358 7.625 0 0 0.375 8 SALTON CITY CA 92275 Single Family 151200 20060301 80.00 No MI 100194000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 147200 996.6666667 360 358 7.75 0 0 0.375 8.125 SOUTH HOLLAND IL 60473 Single Family 147200 20060301 80.00 No MI 100113000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 193060 1085.9625 360 358 6.375 0 0 0.375 6.75 Kingman AZ 86401 PUD 193060 20060301 80.00 No MI 100047000000000000 2.25 20090201 12.75 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360201 AFL2
GROUP II G02 144400 872.4166667 360 358 6.875 0 0 0.375 7.25 Bolingbrook IL 60440 PUD 144400 20060301 80.00 No MI 100113000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 86250 575 360 359 7.625 0 0 0.375 8 Zion IL 60099 2-4 Family 86250 20060401 75.00 No MI 100113000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 68000 453.3333333 360 359 7.625 0 0 0.375 8 Zion IL 60099 Single Family 68000 20060401 80.00 No MI 100113000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 292000 1916.25 360 358 7.5 0 0 0.375 7.875 ASHBURN VA 20147 Condominium 292000 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 321711 2111.228438 360 358 7.5 0 0 0.375 7.875 BAKERSFIELD CA 93311 Single Family 321711 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 514800 2734.875 360 359 6 0 0 0.375 6.375 MOUNTAIN HOUSE CA 95391 Single Family 514800 20060401 80.00 No MI 100057000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G04 209238.81 1376.88 360 358 6.5 0 0 0.375 6.875 HENDERSON NV 89044 PUD 209592 20060301 80.00 No MI 100057000000000000 2.25 20160201 11.875 1.875 1 First Lien N N 0 No_PP 360 120 N 20360201 AFL2
GROUP II G02 283628 1713.585833 360 358 6.875 0 0 0.375 7.25 LAS VEGAS NV 89122 PUD 283628 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 366296 2060.415 360 358 6.375 0 0 0.375 6.75 ELK GROVE CA 95758 Single Family 366296 20060301 80.00 No MI 100057000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 101511 666.1659375 360 357 7.5 0 0 0.375 7.875 Newnan GA 30265 PUD 101511 20060201 80.00 No MI 100136000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 106824 701.0325 360 357 7.5 0 0 0.375 7.875 Newnan GA 30265 PUD 106824 20060201 80.00 No MI 100136000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 188500 1079.947917 360 358 6.5 0 0 0.375 6.875 Oxon Hill MD 20745 Single Family 188500 20060301 65.00 No MI 100293000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 85000 593.2291667 360 358 8 0 0 0.375 8.375 Decatur GA 30034 Single Family 85000 20060301 77.27 No MI 100136000000000000 2.25 20110201 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 374900 2499.333333 360 357 7.625 0 0 0.375 8 STEPHENS CITY VA 22655 PUD 374900 20060201 79.98 No MI 100028000000000000 2.25 20110101 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 133600 807.1666667 360 358 6.875 0 0 0.375 7.25 Marietta GA 30067 Single Family 133600 20060301 80.00 No MI 100293000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 54422.83 390.44 360 358 7.375 0 0 0.375 7.75 Seneca MO 64865 Single Family 54500 20060301 58.29 No MI 100170000000000000 2.25 20110201 12.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 67865.65 504.9 360 357 7.75 0 0 0.375 8.125 Lansing MI 48911 Single Family 68000 20060201 80.00 No MI 100266000000000000 2.25 20110101 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G02 271950.58 1444.737456 360 358 6 0 0 0.375 6.375 ESPARTO CA 95627 Single Family 272000 20060301 80.00 No MI 100152000000000000 2.25 20110201 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 137072 742.4733333 360 358 6.125 0 0 0.375 6.5 KATY TX 77494 PUD 137072 20060301 64.14 No MI 100063000000000000 2.375 20080201 11.5 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360201 AFL2
GROUP I G01 184000 1245.833333 360 358 7.75 0 0 0.375 8.125 Atlanta GA 30344 Single Family 184000 20060301 80.00 No MI 100173000000000000 2.25 20110201 13.125 2 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 90570.66 673.83 360 357 7.75 0 0 0.375 8.125 HOUSTON TX 77090 PUD 90752 20060201 80.00 No MI 100020000000000000 2.25 20110101 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP I G01 75513.71 542.15 360 357 7.375 0 0 0.375 7.75 RIVERDALE IL 60827 Single Family 75675 20060201 75.00 No MI 100221000000000000 2.25 20110101 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP I G01 108352 711.06 360 358 7.5 0 0 0.375 7.875 FOUNTAIN CO 80817 PUD 108352 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 124416.3 816.4819688 360 358 7.5 0 0 0.375 7.875 FOUNTAIN CO 80817 PUD 124491 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 166500 1075.3125 360 358 7.375 0 0 0.375 7.75 Port Charlotte FL 33948 Single Family 166500 20060301 75.00 No MI 100059000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 200000 1291.666667 360 358 7.375 0 0 0.375 7.75 GOLD CANYON AZ 85218 PUD 200000 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 179400 915.6875 360 358 5.75 0 0 0.375 6.125 CHARLOTTE NC 28262 Single Family 179400 20060301 56.95 No MI 100057000000000000 2.25 20110201 11.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 163200 1020 360 358 7.125 0 0 0.375 7.5 SANFORD FL 32771 PUD 163200 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 290613 1483.337188 360 358 5.75 0 0 0.375 6.125 ANTHEM AZ 85086 PUD 290613 20060301 80.00 No MI 100057000000000000 2.25 20110201 11.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 269951 1602.834063 360 358 6.75 0 0 0.375 7.125 MARICOPA AZ 85239 Single Family 269951 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 267220 1753.63125 360 357 7.5 0 0 0.375 7.875 SOMERSET NJ 8873 Condominium 267220 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 100000 677.0833333 360 358 7.75 0 0 0.375 8.125 Virginia Beach VA 23453 Single Family 100000 20060301 80.00 No MI 100078000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 480860 3105.554167 360 357 7.375 0 0 0.375 7.75 ADAMSTOWN MD 21710 PUD 480860 20060201 80.00 No MI 100028000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 272000 1501.666667 360 358 6.25 0 0 0.375 6.625 Aurora CO 80018 Single Family 272000 20060301 80.00 No MI 100095000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 117920 773.85 360 358 7.5 0 0 0.375 7.875 Fairburn GA 30213 PUD 117920 20060301 80.00 No MI 100099000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 148082 956.3629167 360 358 7.375 0 0 0.375 7.75 LAKESIDE AZ 85929 Single Family 148082 20060301 80.00 No MI 100195000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 246000 1153.125 360 358 5.25 0 0 0.375 5.625 BOWIE MD 20716 Condominium 246000 20060301 92.83 PMI 100128000000000000 2.25 20090201 10.625 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360201 AFL2
GROUP II G02 236750 1430.364583 360 358 6.875 0 0 0.375 7.25 Cape Coral FL 33909 Single Family 236750 20060301 79.99 No MI 2.25 20110201 12.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 296000 1726.666667 360 357 6.625 0 0 0.375 7 Chatsworth CA 91311 Condominium 296000 20060201 80.00 No MI 100357000000000000 2.25 20110101 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 163760 1091.733333 360 359 7.625 0 0 0.375 8 Orlando FL 32821 Condominium 163760 20060401 80.00 No MI 010023400000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 228000 1472.5 360 357 7.375 0 0 0.375 7.75 PHOENIX AZ 85014 2-4 Family 228000 20060201 80.00 No MI 100183000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 211900 1434.739583 360 358 7.75 0 0 0.375 8.125 SAHUARITA AZ 85629 PUD 211900 20060301 79.99 No MI 100204000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 228000 1543.75 360 358 7.75 0 0 0.375 8.125 Monroe WA 98272 Single Family 228000 20060301 80.00 No MI 100425000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G03 460000 2875 360 358 7.125 0 0 0.375 7.5 Las Vegas NV 89141 Single Family 460000 20060301 80.00 No MI 100034000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 154380 932.7125 360 358 6.875 0 0 0.375 7.25 BUCKEYE AZ 85326 PUD 154380 20060301 80.00 No MI 100071000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 496000 3306.666667 360 358 7.625 0 0 0.375 8 MONEE IL 60449 PUD 496000 20060301 80.00 No MI 100113000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 264000 1650 360 358 7.125 0 0 0.375 7.5 WOODBRIDGE VA 22191 Single Family 264000 20060301 80.00 No MI 100293000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 286000 1698.125 360 358 6.75 0 0 0.375 7.125 JAMAICA PLAIN MA 2130 Single Family 286000 20060301 65.00 No MI 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 248000 1601.666667 360 358 7.375 0 0 0.375 7.75 Las Vegas NV 89146 Single Family 248000 20060301 80.00 No MI 100034000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 143532 792.41625 360 357 6.25 0 0 0.375 6.625 Bluffton SC 29910 PUD 143532 20060201 80.00 No MI 100061000000000000 2.25 20110101 12.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 361600 2448.333333 360 357 7.75 0 0 0.375 8.125 West Sacramento CA 95691 PUD 361600 20060201 80.00 No MI 100101000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 643920 4225.725 360 358 7.5 0 0 0.375 7.875 Denver CO 80203 Condominium 643920 20060301 80.00 No MI 100113000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 52850 346.828125 360 358 7.5 0 0 0.375 7.875 SAINT LOUIS MO 63138 Single Family 52850 20060301 70.00 No MI 100425000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 225255.63 1558.16 360 358 7 0 0 0.375 7.375 East Orange NJ 7017 Single Family 225600 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 64636.76 486.22 360 358 7.875 0 0 0.375 8.25 ATHENS GA 30601 Single Family 64720 20060301 80.00 No MI 100204000000000000 2.25 20110201 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 231920 1521.975 360 358 7.5 0 0 0.375 7.875 Las Vegas NV 89149 PUD 231920 20060301 80.00 No MI 100195000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 175756.97 1276.12 360 358 7.5 0 0 0.375 7.875 Bakersfield CA 93301 Single Family 176000 20060301 80.00 No MI 100022000000000000 2.25 20110201 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 84060.97 569.1628177 360 357 7.75 0 0 0.375 8.125 Glenn Heights TX 75154 Single Family 84061 20060201 70.00 No MI 100425000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G01 125953.72 708.489675 360 358 6.375 0 0 0.375 6.75 Denver CO 80203 Condominium 126000 20060301 75.00 No MI 100125000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 326160 2140.425 360 357 7.5 0 0 0.375 7.875 HAMILTON OH 45011 PUD 326160 20060201 75.00 No MI 100028000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 560000 3791.666667 360 357 7.75 0 0 0.375 8.125 Miami FL 33175 Single Family 560000 20060201 80.00 No MI 100203000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 91910 622.3072917 360 357 7.75 0 0 0.375 8.125 DENTON TX 76226 Single Family 91910 20060201 70.00 No MI 100425000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP I G01 183000 1181.875 360 358 7.375 0 0 0.375 7.75 Warrens WI 54666 Single Family 183000 20060301 75.00 No MI 100221000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 208600 1282.020833 360 357 7 0 0 0.375 7.375 CAPE CORAL FL 33909 Single Family 208600 20060201 70.00 No MI 100059000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 222840.88 1508.818458 360 358 7.75 0 0 0.375 8.125 Fort Pierce FL 34949 Condominium 223930 20060301 70.00 No MI 100203000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 153296.51 1140.48 360 357 7.75 0 0 0.375 8.125 Allen TX 75002 PUD 153600 20060201 80.00 No MI 100266000000000000 2.25 20110101 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP I G01 111939.97 842.59 360 357 7.875 0 0 0.375 8.25 Brownsburg IN 46112 Single Family 112156 20060201 80.00 No MI 100266000000000000 2.375 20080101 13.25 1.875 1 First Lien N N 0 No_PP 360 24 N 20360101 AFL2
GROUP I G01 67910.74 504.9 360 358 7.75 0 0 0.375 8.125 Detroit MI 48208 2-4 Family 68000 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 232426.13 1476.874368 360 358 7.25 0 0 0.375 7.625 NORTH HIGHLANDS CA 95660 Single Family 232500 20060301 75.00 No MI 100240000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 123920 709.9583333 360 358 6.5 0 0 0.375 6.875 Chesterfield VA 23832 Single Family 123920 20060301 80.00 No MI 100218000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 167325 1098.070313 360 358 7.5 0 0 0.375 7.875 Davie FL 33328 Condominium 167325 20060301 75.00 No MI 100203000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 172000 1039.166667 360 358 6.875 0 0 0.375 7.25 Colorado Springs CO 80903 2-4 Family 172000 20060301 80.00 No MI 100226000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 160000 950 360 358 6.75 0 0 0.375 7.125 North Las Vegas NV 89031 Single Family 160000 20060301 80.00 No MI 100195000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 412000 2703.75 360 358 7.5 0 0 0.375 7.875 Greenfield CA 93927 Single Family 412000 20060301 80.00 No MI 100172000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 91479.75 680.13 360 358 7.75 0 0 0.375 8.125 Redford MI 48239 Single Family 91600 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 164500 839.6354167 360 357 5.75 0 0 0.375 6.125 Avondale AZ 85323 Single Family 164500 20060201 70.00 No MI 2.25 20090101 12.125 1.875 1 First Lien N Y 120 Prepay 360 36 N 20360101 AFL2
GROUP I G01 458550 3009.234375 360 358 7.5 0 0 0.375 7.875 WELLINGTON FL 33414 Single Family 458550 20060301 90.00 GE Capital MI 100057000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 349500 1856.71875 360 359 6 0 0 0.375 6.375 JUPITER FL 33458 PUD 350000 20060401 62.17 No MI 100057000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 129520 849.975 360 358 7.5 0 0 0.375 7.875 OCALA FL 34474 PUD 129520 20060301 79.86 No MI 100057000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 265820 1744.44375 360 357 7.5 0 0 0.375 7.875 SOMERSET NJ 8873 Condominium 265820 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 420000 2537.5 360 357 6.875 0 0 0.375 7.25 WARRENTON VA 20187 PUD 420000 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 48000 315 360 357 7.5 0 0 0.375 7.875 BALTIMORE MD 21223 Townhouse 48000 20060201 80.00 No MI 100213000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 618805.78 4657.85 360 357 7.875 0 0 0.375 8.25 COCOA BEACH FL 32931 Condominium 620000 20060201 80.00 No MI 100293000000000000 2.25 20110101 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP I G01 447999.34 3033.328865 360 357 7.75 0 0 0.375 8.125 Colorado Springs CO 80908 PUD 448000 20060201 80.00 No MI 100266000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 284000 1863.75 360 357 7.5 0 0 0.375 7.875 College Park MD 20740 Single Family 284000 20060201 80.00 No MI 100031000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 345436.55 1979.063568 360 358 6.5 0 0 0.375 6.875 AFTON MN 55001 Single Family 346400 20060301 80.00 No MI 100183000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 275380 1692.439583 360 359 7 0 0 0.375 7.375 Denver CO 80203 Condominium 275380 20060401 70.00 No MI 100113000000000000 2.25 20110301 12.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 420000 2668.75 360 358 7.25 0 0 0.375 7.625 Saint Louis MO 63122 Condominium 420000 20060301 70.00 No MI 100266000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 249059.31 1918.56 360 357 8.125 0 0 0.375 8.5 Deltona FL 32738 Single Family 249516 20060201 80.00 No MI 100022000000000000 2.375 20080101 13.5 1.875 1 First Lien N N 0 Prepay 360 24 N 20360101 AFL2
GROUP II G03 479400 3046.1875 360 357 7.25 0 0 0.375 7.625 Palm Beach Gardens FL 33410 PUD 479400 20060201 79.99 No MI 2.25 20110101 12.625 2 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 244000 1474.166667 360 358 6.875 0 0 0.375 7.25 AVONDALE AZ 85323 PUD 244000 20060301 80.00 No MI 100071000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G04 200956 1067.57875 360 357 6 0 0 0.375 6.375 Philadelphia PA 19142 Single Family 200956 20060201 70.00 No MI 100087000000000000 2.25 20160101 11.375 1.875 1 First Lien N Y 120 No_PP 360 120 N 20360101 AFL2
GROUP I G01 287170 1854.639583 360 358 7.375 0 0 0.375 7.75 Fontana CA 92335 Single Family 287200 20060301 80.00 No MI 100199000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 190000 1286.458333 360 358 7.75 0 0 0.375 8.125 EL MIRAGE AZ 85335 PUD 190000 20060301 80.00 No MI 100414000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 216000 1440 360 358 7.625 0 0 0.375 8 Turlock CA 95382 Single Family 216000 20060301 80.00 No MI 100102000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 383918.34 2279.515144 360 358 6.75 0 0 0.375 7.125 Sterling VA 20164 Single Family 383920 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 519225.75 3635.92 360 358 7.125 0 0 0.375 7.5 WHITTIER CA 90604 Single Family 520000 20060301 80.00 No MI 100311000000000000 2.25 20110201 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 131909.26 856.48 360 358 7 0 0 0.375 7.375 TUCSON AZ 85714 2-4 Family 132000 20060301 80.00 No MI 100414000000000000 2.25 20110201 12.375 1.875 1 First Lien Y N 0 Prepay 480 60 N 20360201 AFL2
GROUP I G01 139247.45 1011.04 360 358 7.5 0 0 0.375 7.875 Port Saint Lucie FL 34986 Single Family 139440 20060301 80.00 No MI 2.25 20110201 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 165375 1085.273438 360 358 7.5 0 0 0.375 7.875 Ft Lauderdale FL 33328 Condominium 165375 20060301 75.00 No MI 100203000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 106387.75 554.1028646 360 353 5.875 0 0 0.375 6.25 Stony Point NC 28678 Single Family 106400 20051001 80.00 No MI 100039000000000000 5 20070901 12.25 1.875 2 First Lien N Y 60 No_PP 360 24 N 20350901 AFL2
GROUP II G01 90396 574.39125 360 357 7.25 0 0 0.375 7.625 Spring TX 77373 PUD 90396 20060201 80.00 No MI 100101000000000000 2.25 20110101 12.625 4.625 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 93236 582.725 360 357 7.125 0 0 0.375 7.5 Houston TX 77073 Single Family 93236 20060201 80.00 No MI 100101000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 180000 975 360 357 6.125 0 0 0.375 6.5 Miami FL 33145 Single Family 180000 20060201 52.94 No MI 100022000000000000 2.25 20110101 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 93196 592.1829167 360 357 7.25 0 0 0.375 7.625 Spring TX 77373 Single Family 93196 20060201 80.00 No MI 100101000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 240000 1650 360 358 7.875 0 0 0.375 8.25 Bakersfield CA 93306 Single Family 240000 20060301 80.00 No MI 100196000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 475044 3018.50875 360 357 7.25 0 0 0.375 7.625 BRUNSWICK MD 21758 PUD 475044 20060201 80.00 No MI 100028000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 264000 1650 360 358 7.125 0 0 0.375 7.5 Bristow VA 20136 Condominium 264000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 300000 1843.75 360 357 7 0 0 0.375 7.375 WOODBRIDGE VA 22191 Single Family 300000 20060201 80.00 No MI 100213000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 251800 1704.895833 360 357 7.75 0 0 0.375 8.125 SUWANEE GA 30024 PUD 252000 20060201 80.00 No MI 100213000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 344000 2114.166667 360 357 7 0 0 0.375 7.375 CHANTILLY VA 20151 PUD 344000 20060201 80.00 No MI 100213000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 44000 297.9166667 360 357 7.75 0 0 0.375 8.125 BALTIMORE MD 21213 Single Family 44000 20060201 80.00 No MI 100213000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 83147.71 590.02 360 357 7.25 0 0 0.375 7.625 De Kalb IL 60115 Single Family 83360 20060201 80.00 No MI 100425000000000000 2.25 20110101 12.625 1.875 2 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G04 116399.21 618.3708031 360 356 6 0 0 0.375 6.375 SUWANEE GA 30024 PUD 134631 20060101 63.21 No MI 100032000000000000 2.25 20151201 11.375 1.875 1 First Lien N Y 120 No_PP 360 120 N 20351201 AFL2
GROUP II G02 132000 728.75 360 357 6.25 0 0 0.375 6.625 KANSAS CITY MO 64119 Single Family 132000 20060201 80.00 No MI 001005740000000000 2.25 20110101 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 60688.72 467.5 360 357 8.125 0 0 0.375 8.5 Milwaukee WI 53210 2-4 Family 60800 20060201 80.00 No MI 100266000000000000 2.375 20080101 13.5 1.875 1 First Lien N N 0 No_PP 360 24 N 20360101 AFL2
GROUP I G01 93558.09 684.64 360 357 7.575 0 0 0.375 7.95 Lady Lake FL 32159 Single Family 93750 20060201 75.00 No MI 100022000000000000 2.25 20110101 12.95 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP II G01 324000 2025 360 358 7.125 0 0 0.375 7.5 Paterson NJ 7522 2-4 Family 324000 20060301 75.00 No MI 100234000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 508000 3175 360 358 7.125 0 0 0.375 7.5 Jersey City NJ 7307 2-4 Family 508000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 226600 1463.458333 360 357 7.375 0 0 0.375 7.75 BALTIMORE MD 21231 2-4 Family 226600 20060201 80.00 No MI 100213000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 103600 669.0833333 360 358 7.375 0 0 0.375 7.75 Tampa FL 33607 Single Family 103600 20060301 70.00 No MI 100238000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 52348.88 371.06 360 358 7.25 0 0 0.375 7.625 PLAZA CT 6704 Condominium 52425 20060301 75.00 No MI 100213000000000000 2.25 20110201 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G02 304000 1868.333333 360 357 7 0 0 0.375 7.375 BURKE VA 22015 Townhouse 304000 20060201 80.00 No MI 100213000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 68860.17 506.3 360 357 7.625 0 0 0.375 8 San Antonio TX 78228 PUD 69000 20060201 80.00 No MI 100425000000000000 2.25 20110101 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP I G01 174325 1125.848958 360 359 7.375 0 0 0.375 7.75 Riverview FL 33569 PUD 174325 20060401 70.00 No MI 100238000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 290792 1423.669167 360 358 5.5 0 0 0.375 5.875 APPLE VALLEY CA 92308 PUD 290792 20060301 80.00 No MI 100057000000000000 2.25 20110201 10.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 420000 2537.5 360 356 6.875 0 0 0.375 7.25 Gardena CA 90247 Condominium 420000 20060101 80.00 No MI 100256000000000000 2.375 20071201 13.25 1.875 1 First Lien N Y 60 Prepay 360 24 N 20351201 AFL2
GROUP II G01 118000 725.2083333 360 358 7 0 0 0.375 7.375 Phoenix AZ 85043 PUD 118000 20060301 80.00 No MI 100101000000000000 2.25 20110201 12.375 2 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 183200 1145 360 357 7.125 0 0 0.375 7.5 Surprise AZ 85374 PUD 183200 20060201 80.00 No MI 100101000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 142072.94 983.52 360 357 7 0 0 0.375 7.375 Cincinnati OH 45230 Single Family 142400 20060201 80.00 No MI 100022000000000000 2.375 20080101 13.375 1.875 1 First Lien N N 0 Prepay 360 24 N 20360101 AFL2
GROUP II G01 178227.51 1232.86 360 358 7 0 0 0.375 7.375 Phoenix AZ 85006 Single Family 178500 20060301 70.00 No MI 100092000000000000 2.25 20110201 13.375 2 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G03 502749 3142.18125 360 358 7.125 0 0 0.375 7.5 CLARKSBURG MD 20871 PUD 502749 20060301 80.00 No MI 100289000000000000 2.25 20110201 13.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 139920 772.475 360 358 6.25 0 0 0.375 6.625 MATTESON IL 60443 Single Family 139920 20060301 80.00 No MI 100213000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G04 333744 1807.78 360 356 6.125 0 0 0.375 6.5 Murrieta CA 92563 PUD 333744 20060101 80.00 No MI 100016000000000000 2.25 20151201 12.5 1.875 2 First Lien N Y 120 No_PP 360 120 N 20351201 AFL2
GROUP I G01 50527.11 371.46 360 358 7.625 0 0 0.375 8 Roseville MI 48066 Single Family 50624 20060301 80.00 No MI 100064000000000000 2.25 20110201 13 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G03 528000 3025 360 359 6.5 0 0 0.375 6.875 Tucson AZ 85719 Single Family 528000 20060401 80.00 No MI 100071000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 108145.03 659.684683 360 355 7.15125 0 0 0.375 7.52625 Green Valley AZ 85614 PUD 109000 20051201 79.94 No MI 100134000000000000 1.875 20060501 12 1.875 0 First Lien N Y 120 Prepay 360 6 N 20351101 AFL2
GROUP II G01 215919.5 1349.496875 360 357 7.125 0 0 0.375 7.5 Coral Springs FL 33076 Condominium 215920 20060201 80.00 No MI 100234000000000000 2.25 20110101 12.5 1.5 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 288000 1860 360 357 7.375 0 0 0.375 7.75 Gilbert AZ 85233 Single Family 288000 20060201 80.00 No MI 100189000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 276000 1811.25 360 357 7.5 0 0 0.375 7.875 PASADENA MD 21122 Single Family 276000 20060201 80.00 No MI 100213000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 643825 3889.776042 360 357 6.875 0 0 0.375 7.25 UPPER MARLBORO MD 20772 PUD 643825 20060201 80.00 No MI 100028000000000000 2.25 20110101 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 119830.07 859.69 360 358 7.375 0 0 0.375 7.75 TUCSON AZ 85706 Single Family 120000 20060301 80.00 No MI 100414000000000000 2.25 20110201 12.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 112500 761.71875 360 359 7.75 0 0 0.375 8.125 Goodlettsville TN 37072 Single Family 112500 20060401 90.00 Radian Guaranty 100086000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 63112.71 458.25 360 358 7.5 0 0 0.375 7.875 Tulsa OK 74128 Single Family 63200 20060301 80.00 No MI 2.25 20110201 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 218583.33 1252.300328 360 358 6.5 0 0 0.375 6.875 Dover DE 19904 Single Family 220000 20060301 80.00 No MI 100035000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 784000 4981.666667 360 358 7.25 0 0 0.375 7.625 Corona NY 11368 2-4 Family 784000 20060301 80.00 No MI 100234000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 248000 1550 360 358 7.125 0 0 0.375 7.5 Saint Paul MN 55101 2-4 Family 248000 20060301 80.00 No MI 100400000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 188760 1297.725 360 357 7.875 0 0 0.375 8.25 QUEEN CREEK AZ 85242 PUD 188760 20060201 80.00 No MI 100071000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 250076 1641.12375 360 358 7.5 0 0 0.375 7.875 KISSIMMEE FL 34747 PUD 250076 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 865000 5406.25 360 358 7.125 0 0 0.375 7.5 Encinitas CA 92024 2-4 Family 865000 20060301 64.07 No MI 100400000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 114400 786.5 360 359 7.875 0 0 0.375 8.25 Saint Louis MO 63111 2-4 Family 114400 20060401 80.00 No MI 100091000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 313600 2123.333333 360 358 7.75 0 0 0.375 8.125 FREDERICKSBURG VA 22401 PUD 313600 20060301 70.00 No MI 100031000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 157550 1066.744792 360 359 7.75 0 0 0.375 8.125 Orlando FL 32829 Condominium 157550 20060401 79.98 No MI 100091000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 402932 2644.24125 360 359 7.5 0 0 0.375 7.875 HENDERSON NV 89044 PUD 402932 20060401 85.37 Radian Guaranty 100057000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G04 896557.39 5541.46 360 356 5.875 0 0 0.375 6.25 Holmdel NJ 7733 Single Family 900000 20060101 60.00 No MI 100016000000000000 2.25 20151201 12.25 1.875 2 First Lien N N 0 No_PP 360 120 N 20351201 AFL2
GROUP II G02 326868 1974.8275 360 359 6.875 0 0 0.375 7.25 NORTH LAS VEGAS NV 89084 PUD 326868 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 131588 822.425 360 359 7.125 0 0 0.375 7.5 TUCSON AZ 85747 Single Family 131588 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 112000 758.3333333 360 358 7.75 0 0 0.375 8.125 Smyrna GA 30080 Condominium 112000 20060301 80.00 No MI 100378000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 152000 918.3333333 360 358 6.875 0 0 0.375 7.25 BUFFALO NY 14223 Single Family 152000 20060301 80.00 No MI 100271000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 167200 1010.166667 360 358 6.875 0 0 0.375 7.25 Houston TX 77021 2-4 Family 167200 20060301 80.00 No MI 100101000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 187500 1015.625 360 358 6.125 0 0 0.375 6.5 Miami FL 33168 Single Family 187500 20060301 75.00 No MI 1003780-0000311071 2.25 20110201 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 184000 1024.266667 360 357 6.305 0 0 0.375 6.68 HOMESTEAD FL 33035 PUD 184000 20060201 80.00 No MI 100061000000000000 5.5 20080101 11.68 1.875 1 First Lien N Y 60 Prepay 360 24 N 20360101 AFL2
GROUP II G02 349600 2039.333333 360 357 6.625 0 0 0.375 7 BAKERSFIELD CA 93311 Single Family 349600 20060201 80.00 No MI 100057000000000000 2.25 20110101 12 5.125 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 225720 1340.2125 360 357 6.75 0 0 0.375 7.125 BRADENTON FL 34201 Single Family 225720 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 154821.99 887.0009844 360 357 6.5 0 0 0.375 6.875 QUEEN CREEK AZ 85242 PUD 154822 20060201 68.46 No MI 100057000000000000 2.25 20110101 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 155950 1072.15625 360 359 7.875 0 0 0.375 8.25 Orlando FL 32829 Condominium 155950 20060401 79.98 No MI 100091000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 198750 1345.703125 360 357 7.75 0 0 0.375 8.125 Mapleton ND 58059 Single Family 198750 20060201 75.00 No MI 100213000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 100000 572.9166667 360 358 6.5 0 0 0.375 6.875 GLENDALE AZ 85307 Condominium 100000 20060301 80.00 No MI 100071000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 514479.69 2677.39 360 356 5.875 0 0 0.375 6.25 Carlsbad CA 92009 Single Family 514500 20060101 65.13 No MI 100070000000000000 1.625 20060601 12 1.875 0 First Lien N N 0 No_PP 360 6 N 20351201 AFL2
GROUP I G01 417000 2736.5625 360 357 7.5 0 0 0.375 7.875 GAINESVILLE VA 20155 Single Family 417000 20060201 79.40 No MI 100028000000000000 2.25 20110101 12.875 1.25 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 323380 2223.2375 360 357 7.875 0 0 0.375 8.25 Hagerstown MD 21742 PUD 323680 20060201 80.00 No MI 100028000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 237840 1511.275 360 359 7.25 0 0 0.375 7.625 CALEXICO CA 92231 Single Family 237840 20060401 80.00 No MI 100414000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 162882.03 1034.979566 360 359 7.25 0 0 0.375 7.625 PALM COAST FL 32164 PUD 163000 20060401 58.21 No MI 100271000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 208000 1430 360 358 7.875 0 0 0.375 8.25 Indianapolis IN 46208 Single Family 208000 20060301 80.00 No MI 100425000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G01 200000 1270.833333 360 358 7.25 0 0 0.375 7.625 Kissimmee FL 34759 PUD 200000 20060301 80.00 No MI 100378000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 384000 2600 360 358 7.75 0 0 0.375 8.125 WASHINGTON DC 20011 Townhouse 384000 20060301 80.00 No MI 100293000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 139157.19 840.7413563 360 356 6.875 0 0 0.375 7.25 Utica MN 55979 Single Family 139200 20060101 80.00 No MI 100378000000000000 2.25 20101201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP I G01 164000 1110.416667 360 358 7.75 0 0 0.375 8.125 Monument CO 80132 Single Family 164000 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 240000 1475 360 356 7 0 0 0.375 7.375 Phoenix AZ 85027 PUD 240000 20060101 80.00 No MI 100378000000000000 2.25 20101201 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20351201 AFL2
GROUP II G02 207200 1295 360 358 7.125 0 0 0.375 7.5 Las Vegas NV 89143 PUD 207200 20060301 80.00 No MI 100195000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 290400 1784.75 360 359 7 0 0 0.375 7.375 Fairfax VA 22032 PUD 290400 20060401 80.00 No MI 100039000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 80000 541.6666667 360 357 7.75 0 0 0.375 8.125 Topton NC 28781 Single Family 80000 20060201 80.00 No MI 1003780-0000309997 2.25 20110101 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP I G01 176000 1155 360 358 7.5 0 0 0.375 7.875 QUEEN CREEK AZ 85242 PUD 176000 20060301 80.00 No MI 100414000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 249600 1430 360 358 6.5 0 0 0.375 6.875 Fort Lauderdale FL 33351 Single Family 249600 20060301 80.00 No MI 100378000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 212372.02 1437.935552 360 358 7.75 0 0 0.375 8.125 Kissimmee FL 34746 Single Family 212384 20060301 80.00 No MI 100378000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 192000 1300 360 358 7.75 0 0 0.375 8.125 Raleigh NC 27610 2-4 Family 192000 20060301 80.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 247920 1420.375 360 358 6.5 0 0 0.375 6.875 Alexandria VA 22309 Condominium 247920 20060301 80.00 No MI 100187000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 108000 675 360 357 7.125 0 0 0.375 7.5 Saint Petersburg FL 33712 Single Family 108000 20060201 80.00 No MI 100378000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 84872 574.6541667 360 359 7.75 0 0 0.375 8.125 Tampa FL 33605 Single Family 84872 20060401 80.00 No MI 100400000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 199964 1187.28625 360 357 6.75 0 0 0.375 7.125 Peoria AZ 85385 PUD 200000 20060201 66.67 No MI 100378000000000000 2.25 20110101 12.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G02 371799.43 2130.100901 360 358 6.5 0 0 0.375 6.875 ROSEDALE MD 21237 PUD 372000 20060301 79.99 No MI 100031000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 151200 929.25 360 359 7 0 0 0.375 7.375 Dagsboro DE 19939 Single Family 151200 20060401 80.00 No MI 100039000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 298807.24 2221.55 360 358 7.75 0 0 0.375 8.125 Stone Mountain GA 30083 Single Family 299200 20060301 80.00 No MI 100038000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 104300 630.1458333 360 359 6.875 0 0 0.375 7.25 Casa Grande AZ 85222 Single Family 104300 20060401 70.00 No MI 100195000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 181000 999.2708333 360 358 6.25 0 0 0.375 6.625 Plymouth MN 55446 Condominium 181000 20060301 79.39 No MI 100432000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 600000 3437.5 360 358 6.5 0 0 0.375 6.875 HERMOSA BEACH CA 90254 Single Family 600000 20060301 55.81 No MI 100087000000000000 2.25 20110201 12.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 275900 1695.635417 360 358 7 0 0 0.375 7.375 COLLEGE PARK MD 20740 Single Family 275900 20060301 79.99 No MI 100031000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 420000 2756.25 360 357 7.5 0 0 0.375 7.875 Hemet CA 92544 Single Family 420000 20060201 80.00 No MI 1003780-0000310773 2.25 20110101 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 104000 650 360 358 7.125 0 0 0.375 7.5 Orlando FL 32808 Single Family 104000 20060301 80.00 No MI 100378000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 247791.65 1629.18 360 359 6.5 0 0 0.375 6.875 SAN BERNARDINO CA 92404 2-4 Family 248000 20060401 80.00 No MI 100311000000000000 2.25 20110301 11.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 120800 805.3333333 360 358 7.625 0 0 0.375 8 Virginia Beach VA 23452 Single Family 120800 20060301 80.00 No MI 100378000000000000 2.25 20110201 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 639200 4327.916667 360 358 7.75 0 0 0.375 8.125 Miami FL 33158 Single Family 639200 20060301 80.00 No MI 100378000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 137400 887.375 360 358 7.375 0 0 0.375 7.75 North Port FL 34286 Single Family 137400 20060301 74.99 No MI 100185000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 156800 1029 360 358 7.5 0 0 0.375 7.875 Lynden WA 98264 PUD 156800 20060301 80.00 No MI 1003780-0000310960 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 91920 545.775 360 357 6.75 0 0 0.375 7.125 Perry GA 31069 Single Family 91920 20060201 80.00 No MI 100378000000000000 2.25 20110101 12.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G02 171992 1039.118333 360 358 6.875 0 0 0.375 7.25 IMPERIAL CA 92251 Single Family 171992 20060301 80.00 No MI 100414000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 120610.95 824.07 360 358 6.875 0 0 0.375 7.25 Sultan WA 98294 Single Family 120800 20060301 80.00 No MI 100378000000000000 2.25 20110201 12.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 184000 1188.333333 360 359 7.375 0 0 0.375 7.75 Norfolk VA 23513 Single Family 184000 20060401 80.00 No MI 100091000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 275000 1604.166667 360 358 6.625 0 0 0.375 7 Berryville VA 22611 Single Family 275000 20060301 60.44 No MI 100039000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 477900 3036.65625 360 358 7.25 0 0 0.375 7.625 LAS VEGAS NV 89139 Single Family 477900 20060301 80.00 No MI 100183000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 600000 3562.5 360 358 6.75 0 0 0.375 7.125 ANtioch CA 94531 Single Family 600000 20060301 80.00 No MI 100074000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 172560 916.725 360 358 6 0 0 0.375 6.375 ARVADA CO 80003 Single Family 172560 20060301 80.00 No MI 2.25 20110201 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 62400 409.5 360 359 7.5 0 0 0.375 7.875 RIDGELAND MS 39157 Townhouse 62400 20060401 80.00 No MI 200299000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 48800 330.4166667 360 357 7.75 0 0 0.375 8.125 BALTIMORE MD 21223 Single Family 48800 20060201 80.00 No MI 100213000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 607200 3984.75 360 357 7.5 0 0 0.375 7.875 Stamford CT 6902 2-4 Family 607200 20060201 80.00 No MI 100196000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 158850 926.625 360 358 6.625 0 0 0.375 7 KINGMAN AZ 86401 PUD 158850 20060301 79.89 No MI 100183000000000000 2.25 20110201 13 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 57525 389.4921875 360 358 7.75 0 0 0.375 8.125 El Paso TX 79938 PUD 57525 20060301 75.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 479920 2349.608333 360 357 5.5 0 0 0.375 5.875 TRACY CA 95391 Single Family 479920 20060201 80.00 No MI 100057000000000000 2.25 20110101 10.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 328000 2118.333333 360 358 7.375 0 0 0.375 7.75 Winter Garden FL 34787 PUD 328000 20060301 80.00 No MI 100218000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 160000 933.3333333 360 358 6.625 0 0 0.375 7 BIRMINGHAM FL 32513 Single Family 160000 20060301 38.55 No MI 100378000000000000 2.25 20110201 12 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 139017.26 1033.56 360 358 7.75 0 0 0.375 8.125 Clearwater FL 33756 Single Family 139200 20060301 80.00 No MI 100378000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 92241.14 693.42 360 359 7.875 0 0 0.375 8.25 MANCHACA TX 78652 Single Family 92300 20060401 78.67 No MI 100199000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 209300 1373.53125 360 358 7.5 0 0 0.375 7.875 Chicago IL 60609 2-4 Family 209300 20060301 70.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 131250 888.671875 360 358 7.75 0 0 0.375 8.125 Jacksonville FL 32244 PUD 131250 20060301 75.00 No MI 100185000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 311088.08 2208.32 360 356 7.25 0 0 0.375 7.625 Paterson NJ 7502 2-4 Family 312000 20060101 78.99 No MI 100234000000000000 2.25 20101201 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20351201 AFL2
GROUP I G01 216000 1462.5 360 358 7.75 0 0 0.375 8.125 Los Angeles CA 90011 Single Family 216000 20060301 80.00 No MI 100022000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G03 519920 3195.341667 360 358 7 0 0 0.375 7.375 SANTA ANA CA 92706 Single Family 519920 20060301 80.00 No MI 100400000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 130500 883.59375 360 358 7.75 0 0 0.375 8.125 Jacksonville FL 32210 PUD 130500 20060301 75.00 No MI 100185000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 265000 1435.416667 360 359 6.125 0 0 0.375 6.5 Evergreen CO 80439 PUD 265000 20060401 60.50 No MI 100095000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G03 1000000 6145.833333 360 359 7 0 0 0.375 7.375 La Quinta CA 92253 Single Family 1000000 20060401 79.05 No MI 100145000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 286250 1818.880208 360 358 7.25 0 0 0.375 7.625 PERRY HALL MD 21128 Condominium 286250 20060301 80.00 No MI 100031000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 231000 1443.75 360 358 7.125 0 0 0.375 7.5 Scottsdale AZ 85250 Single Family 231000 20060301 70.00 No MI 1001732-5001003329 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 392000 2572.5 360 359 7.5 0 0 0.375 7.875 Henderson NV 89052 PUD 392000 20060401 80.00 No MI 100173000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 63913.83 469.61 360 358 7.625 0 0 0.375 8 Springdale AR 72764 Single Family 64000 20060301 80.00 No MI 100266000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 293900 1836.875 360 358 7.125 0 0 0.375 7.5 FISHERS IN 46037 Condominium 293900 20060301 69.99 No MI 100331000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 107775.57 783.07 360 357 7.5 0 0 0.375 7.875 Liberty IL 62347 Single Family 108000 20060201 80.00 No MI 100404000000000000 2.25 20110101 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G01 250250 1590.130208 360 358 7.25 0 0 0.375 7.625 Indio CA 92201 2-4 Family 250250 20060301 65.00 No MI 100311000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 504000 2887.5 360 359 6.5 0 0 0.375 6.875 Pasadena CA 91104 2-4 Family 504000 20060401 80.00 No MI 100102000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 314900 1968.125 360 358 7.125 0 0 0.375 7.5 FISHERS IN 46037 Condominium 314900 20060301 74.99 No MI 100331000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 93034.29 666.98 360 359 7.375 0 0 0.375 7.75 Cincinnati OH 45229 2-4 Family 93100 20060401 70.00 No MI 100238000000000000 2.25 20110301 12.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 266000 1773.333333 360 358 7.625 0 0 0.375 8 LOS ANGELES CA 90022 2-4 Family 266000 20060301 70.00 No MI 1003113-0006000025 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 125300 835.3333333 360 358 7.625 0 0 0.375 8 Arvada CO 80004 Condominium 125300 20060301 70.00 No MI 100256000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 612000 4016.25 360 358 7.5 0 0 0.375 7.875 LAKE FOREST CA 92630 PUD 612000 20060301 80.00 No MI 100311000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 1196250 8099.609375 360 358 7.75 0 0 0.375 8.125 Woodside CA 94062 Single Family 1196250 20060301 75.00 No MI 100400000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 61250 363.671875 360 358 6.75 0 0 0.375 7.125 Vero Beach FL 32962 Condominium 61250 20060301 70.00 No MI 1001130-0601000103 2.25 20110201 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 217600 1360 360 358 7.125 0 0 0.375 7.5 MADERA CA 93637 Single Family 217600 20060301 80.00 No MI 100183000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 120000 775 360 358 7.375 0 0 0.375 7.75 YUBA CITY CA 95991 Condominium 120000 20060301 80.00 No MI 100183000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 62400 403 360 359 7.375 0 0 0.375 7.75 RIDGELAND MS 39157 Single Family 62400 20060401 80.00 No MI 100199000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 154420 1013.38125 360 358 7.5 0 0 0.375 7.875 Kingman AZ 86401 Single Family 154420 20060301 70.00 No MI 100173000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 64950 405.9375 360 359 7.125 0 0 0.375 7.5 Richmond VA 23222 2-4 Family 64950 20060401 72.17 No MI 100185000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 239722.54 1423.352581 360 358 6.75 0 0 0.375 7.125 SEWELL NJ 8096 Single Family 240000 20060301 80.00 No MI 110009000000000000 2.25 20130201 12.125 1.875 1 First Lien N Y 120 No_PP 360 84 N 20360201 AFL2
GROUP I G01 296000 1911.666667 360 357 7.375 0 0 0.375 7.75 Woodbridge VA 22193 Single Family 296000 20060201 80.00 No MI 100218000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 85850 563.390625 360 359 7.5 0 0 0.375 7.875 Dallas TX 75241 Single Family 85850 20060401 74.98 No MI 100185000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 214400 1161.333333 360 358 6.125 0 0 0.375 6.5 Naples FL 34105 Condominium 214400 20060301 79.99 No MI 100022000000000000 2.25 20110201 11.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 186750 1167.1875 360 357 7.125 0 0 0.375 7.5 Clearwater FL 33755 2-4 Family 186750 20060201 75.00 No MI 100061000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 323250 1885.625 360 358 6.625 0 0 0.375 7 Upper Marlboro MD 20774 PUD 323250 20060301 79.78 No MI 100230000000000000 2.25 20110201 12 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 562000 3688.125 360 359 7.5 0 0 0.375 7.875 Holmes Beach FL 34218 Single Family 562000 20060401 80.00 No MI 100030000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 417000 2693.125 360 358 7.375 0 0 0.375 7.75 Los Angeles CA 90042 Condominium 417000 20060301 79.58 No MI 100256000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 300000 1625 360 358 6.125 0 0 0.375 6.5 Cape Coral FL 33904 Condominium 300000 20060301 61.24 No MI 100061000000000000 2.25 20110201 12.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 73500 444.0625 360 358 6.875 0 0 0.375 7.25 Houston TX 77089 Single Family 73500 20060301 70.00 No MI 100185000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 142000 813.5416667 360 358 6.5 0 0 0.375 6.875 Bluffton SC 29910 Single Family 142000 20060301 47.33 No MI 1000606-7700256212 2.25 20110201 12.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 280000 1866.666667 360 359 7.625 0 0 0.375 8 Punta Gorda FL 33950 Condominium 280000 20060401 80.00 No MI 100030000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 154929.48 855.3398375 360 358 6.25 0 0 0.375 6.625 Hilton Head Island SC 29928 Condominium 155000 20060301 53.08 No MI 100061000000000000 2.25 20110201 12.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 154000 946.4583333 360 357 7 0 0 0.375 7.375 Broomfield CO 80020 Single Family 154000 20060201 70.00 No MI 100256000000000000 2.375 20080101 12.375 1.875 1 First Lien N Y 120 Prepay 360 24 N 20360101 AFL2
GROUP I G01 131118.19 860.4631219 360 358 7.5 0 0 0.375 7.875 Fort Mohave AZ 86426 Single Family 131150 20060301 74.99 No MI 2.25 20110201 12.875 2 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 54900.29 347.64 360 358 6.125 0 0 0.375 6.5 Rochester MN 55902 Single Family 55000 20060301 12.64 No MI 100061000000000000 2.25 20110201 12.5 1.875 2 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 152694 858.90375 360 358 6.375 0 0 0.375 6.75 Bluffton SC 29909 PUD 152694 20060301 65.00 No MI 1000606-7700256291 2.25 20110201 12.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 377200 2239.625 360 360 6.75 0 0 0.375 7.125 Boulder CO 80301 Single Family 377200 20060501 80.00 No MI 100095000000000000 2.25 20110401 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 231200 1348.666667 360 358 6.625 0 0 0.375 7 Stillwater MN 55082 Condominium 231200 20060301 80.00 No MI 100061000000000000 2.25 20110201 12 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 105852 573.365 360 358 6.125 0 0 0.375 6.5 TRENTON MI 48183 Condominium 105852 20060301 80.00 No MI 100057000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 162450 1066.078125 360 358 7.5 0 0 0.375 7.875 Kingman AZ 86409 Single Family 162450 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 162449.6 1066.0755 360 358 7.5 0 0 0.375 7.875 Kingman AZ 86409 Single Family 162450 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 168000 1015 360 358 6.875 0 0 0.375 7.25 Portland OR 97216 Single Family 168000 20060301 70.00 No MI 100185000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 128964 967.23 360 358 8.625 0 0 0.375 9 Morrow OH 45152 PUD 128964 20060301 80.00 No MI 100022000000000000 2.25 20110201 14 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 241500 1635.15625 360 359 7.75 0 0 0.375 8.125 Miami FL 33137 Condominium 241500 20060401 70.00 No MI 100256000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 108800 725.3333333 360 358 7.625 0 0 0.375 8 Newport News VA 23607 Single Family 108800 20060301 80.00 No MI 100266000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 327920 1878.708333 360 356 6.5 0 0 0.375 6.875 Palm Beach FL 33411 PUD 327920 20060101 80.00 No MI 100039000000000000 2.25 20101201 12.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP II G02 417000 2171.875 360 358 5.875 0 0 0.375 6.25 Las Vegas NV 89148 PUD 417000 20060301 74.07 No MI 100246000000000000 2.25 20110201 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 529750 3421.302083 360 358 7.375 0 0 0.375 7.75 Carson CA 90810 2-4 Family 529750 20060301 65.00 No MI 2.25 20110201 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 374400 2223 360 359 6.75 0 0 0.375 7.125 GLENDALE AZ 85308 PUD 374400 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 184000 1169.166667 360 358 7.25 0 0 0.375 7.625 Tucson AZ 85741 Single Family 184000 20060301 80.00 No MI 100414000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 143010 804.43125 360 357 6.375 0 0 0.375 6.75 Littleton CO 80120 PUD 143010 20060201 90.00 PMI 100039000000000000 2.25 20110101 12.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 137900 833.1458333 360 359 6.875 0 0 0.375 7.25 Casa Grande AZ 85222 PUD 137900 20060401 70.00 No MI 100195000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 403304 2604.671667 360 358 7.375 0 0 0.375 7.75 Buckeye AZ 85396 Single Family 403304 20060301 80.00 No MI 100030000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 98402 656.0133333 360 358 7.625 0 0 0.375 8 BALTIMORE MD 21212 Single Family 98402 20060301 80.00 No MI 100199000000000000 2.25 20110201 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 269000 1597.1875 360 358 6.75 0 0 0.375 7.125 CULPEPER VA 22701 PUD 269000 20060301 80.00 No MI 100031000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 348800 1998.333333 360 358 6.5 0 0 0.375 6.875 WORCESTER MA 1604 2-4 Family 348800 20060301 80.00 No MI 100103000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 185500 1236.666667 360 358 7.625 0 0 0.375 8 Gilbert AZ 85234 PUD 185500 20060301 70.00 No MI 100173000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 150000 859.375 360 358 6.5 0 0 0.375 6.875 Carson City NV 89701 Single Family 150000 20060301 48.39 No MI 100016000000000000 2.25 20110201 12.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 91851.62 507.0974854 360 358 6.25 0 0 0.375 6.625 frankfort KY 40601 Single Family 92000 20060301 80.00 No MI 100331000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 134400 910 360 358 7.75 0 0 0.375 8.125 Stuart FL 34997 Condominium 134400 20060301 80.00 No MI 100234000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 360500 2253.125 360 358 7.125 0 0 0.375 7.5 Denver CO 80223 2-4 Family 360500 20060301 70.00 No MI 100113000000000000 2.25 20110201 12.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 128000 866.6666667 360 358 7.75 0 0 0.375 8.125 Philadelphia PA 19120 Single Family 128000 20060301 80.00 No MI 100185000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 228000 1567.5 360 358 7.875 0 0 0.375 8.25 Roseville CA 95678 2-4 Family 228000 20060301 80.00 No MI 100152000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 222400 1274.166667 360 358 6.5 0 0 0.375 6.875 CHINO CA 91710 Condominium 222400 20060301 80.00 No MI 100183000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 173250 1173.046875 360 358 7.75 0 0 0.375 8.125 Minneapolis MN 55403 2-4 Family 173250 20060301 75.00 No MI 100185000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 464000 3045 360 358 7.5 0 0 0.375 7.875 Las Vegas NV 89129 PUD 464000 20060301 78.78 No MI 100185000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 72000 480 360 358 7.625 0 0 0.375 8 Trenton NJ 8638 Single Family 72000 20060301 80.00 No MI 100099000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 278956 1598.185417 360 358 6.5 0 0 0.375 6.875 LAS VEGAS NV 89131 PUD 278956 20060301 80.00 No MI 100057000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 279664.84 1838.75 360 359 6.5 0 0 0.375 6.875 Yonkers NY 10703 Single Family 279900 20060401 79.99 No MI 100022000000000000 2.25 20110301 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 387200 2621.666667 360 358 7.75 0 0 0.375 8.125 Gold Canyon AZ 85218 2-4 Family 387200 20060301 80.00 No MI 100185000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 148000 955.8333333 360 357 7.375 0 0 0.375 7.75 Lehigh Acres FL 33971 Single Family 148000 20060201 80.00 No MI 100022000000000000 2.25 20110101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 145257.19 993.25 360 357 6.875 0 0 0.375 7.25 Pace FL 32571 Single Family 145600 20060201 80.00 No MI 2.25 20110101 12.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360101 AFL2
GROUP II G03 1000000 5729.166667 360 357 6.5 0 0 0.375 6.875 Panama City Beach FL 32413 PUD 1000000 20060201 47.62 No MI 100022000000000000 2.25 20110101 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 191608 1217.509167 360 357 7.25 0 0 0.375 7.625 Titusville FL 32780 PUD 191608 20060201 80.00 No MI 100022000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 103500 657.65625 360 357 7.25 0 0 0.375 7.625 Bradenton FL 34205 Single Family 103500 20060201 90.00 Republic MIC 100022000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 239900 1249.479167 360 357 5.875 0 0 0.375 6.25 Cape Coral FL 33990 Single Family 240000 20060201 75.00 No MI 100022000000000000 2.25 20110101 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 216000 1350 360 357 7.125 0 0 0.375 7.5 Seminole FL 33777 Condominium 216000 20060201 78.55 No MI 100022000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 228800 1453.833333 360 357 7.25 0 0 0.375 7.625 Kissimmee FL 34758 PUD 228800 20060201 80.00 No MI 100022000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 229440.98 1434.006125 360 357 7.125 0 0 0.375 7.5 Fort Myers FL 33908 PUD 231375 20060201 75.00 No MI 100022000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 126783.69 699.9516219 360 357 6.25 0 0 0.375 6.625 Tampa FL 33626 Condominium 127000 20060201 52.92 No MI 100022000000000000 2.25 20110101 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 55922.67 406.04 360 358 7.5 0 0 0.375 7.875 GLOUCESTER TOWNSHIP NJ 8021 PUD 56000 20060301 78.87 No MI 100247000000000000 5.125 20110201 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 160000 1000 360 358 7.125 0 0 0.375 7.5 New Bedford MA 2744 Single Family 160000 20060301 80.00 No MI 100102000000000000 2.25 20110201 12.5 4.75 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 279168 1744.8 360 359 7.125 0 0 0.375 7.5 ORLANDO FL 32819 Condominium 279168 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 138600 924 360 359 7.625 0 0 0.375 8 MARYSVILLE WA 98270 Single Family 138600 20060401 70.00 No MI 100041000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 392000 2735.833333 360 359 8 0 0 0.375 8.375 Washington DC 20002 2-4 Family 392000 20060401 80.00 No MI 100091000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 120000 787.5 360 359 7.5 0 0 0.375 7.875 Fort Worth TX 76112 Single Family 120000 20060401 80.00 No MI 100199000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 281250 1845.703125 360 359 7.5 0 0 0.375 7.875 Chicago IL 60624 2-4 Family 281250 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 384000 2320 360 359 6.875 0 0 0.375 7.25 Kaneohe HI 96744 Condominium 384000 20060401 80.00 No MI 100239000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 720000 3900 360 359 6.125 0 0 0.375 6.5 Carlsbad CA 92009 PUD 720000 20060401 78.26 No MI 100185000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 103729.87 674.54 360 357 6.375 0 0 0.375 6.75 Flippin AR 72634 Single Family 104000 20060201 80.00 No MI 100378000000000000 2.25 20110101 11.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP II G01 100570.03 704.25 360 358 7.125 0 0 0.375 7.5 Lithonia GA 30058 PUD 100720 20060301 80.00 No MI 100378000000000000 2.25 20110201 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 172560 988.625 360 357 6.5 0 0 0.375 6.875 Covington WA 98042 PUD 172560 20060201 79.97 No MI 100378000000000000 2.25 20110101 11.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G01 239920 1424.525 360 356 6.75 0 0 0.375 7.125 Las Vegas NV 89131 PUD 239920 20060101 80.00 No MI 100378000000000000 2.25 20101201 12.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20351201 AFL2
GROUP II G01 124000 775 360 358 7.125 0 0 0.375 7.5 Tallahassee FL 32301 PUD 124000 20060301 80.00 No MI 100378000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 155449 1052.519271 360 359 7.75 0 0 0.375 8.125 OCALA FL 34474 Single Family 155449 20060401 80.00 No MI 100057000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 195200 1240.333333 360 356 7.25 0 0 0.375 7.625 Homestead FL 33032 Single Family 195200 20060101 80.00 No MI 1003780-0000309159 2.25 20101201 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20351201 AFL2
GROUP II G01 285600 1814.75 360 358 7.25 0 0 0.375 7.625 Atlanta GA 30306 Single Family 285600 20060301 80.00 No MI 100378000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 175920 1062.85 360 357 6.875 0 0 0.375 7.25 Spokane WA 99218 Single Family 175920 20060201 80.00 No MI 2.25 20110101 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP I G01 302640 2017.6 360 357 7.625 0 0 0.375 8 Buford GA 30518 Single Family 302640 20060201 80.00 No MI 100378000000000000 2.25 20110101 13 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 56000 373.3333333 360 358 7.625 0 0 0.375 8 Tampa FL 33617 Condominium 56000 20060301 74.67 No MI 1003780-0000311328 2.25 20110201 13 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 113200 790.0416667 360 359 8 0 0 0.375 8.375 Charlotte NC 28265 Single Family 113200 20060401 80.00 No MI 100266000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 156000 877.5 360 358 6.375 0 0 0.375 6.75 Aurora CO 80017 Single Family 156000 20060301 80.00 No MI 100378000000000000 5.5 20110201 11.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 219680 1441.65 360 359 7.5 0 0 0.375 7.875 Salt Lake City UT 84116 2-4 Family 219680 20060401 80.00 No MI 100099000000000000 2.25 20110301 12.875 5.125 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 85600 499.3333333 360 359 6.625 0 0 0.375 7 Avenal CA 93204 Single Family 85600 20060401 80.00 No MI 100386000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 236368 1280.326667 360 359 6.125 0 0 0.375 6.5 El Centro CA 92243 Single Family 236368 20060401 80.00 No MI 100034000000000000 2.375 20080301 11.5 1.875 1 First Lien N Y 120 Prepay 360 24 N 20360301 AFL2
GROUP I G01 112000 746.6666667 360 358 7.625 0 0 0.375 8 Atlanta GA 30316 Single Family 112000 20060301 80.00 No MI 2.25 20110201 13 2 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G01 240000 1475 360 358 7 0 0 0.375 7.375 Port Saint Lucie FL 34986 PUD 240000 20060301 80.00 No MI 100378000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 140000 787.5 360 358 6.375 0 0 0.375 6.75 Durham NC 27713 Single Family 140000 20060301 80.00 No MI 100378000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G03 1495000 8565.104167 360 359 6.5 0 0 0.375 6.875 Santa Cruz CA 95065 Single Family 1495000 20060401 65.00 No MI 100161000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 53666.62 408.16 360 359 8 0 0 0.375 8.375 LOUISVILLE KY 40211 Single Family 53700 20060401 78.97 No MI 010040400000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 74353.76 565.49 360 359 8 0 0 0.375 8.375 LOUISVILLE KY 40212 Single Family 74400 20060401 80.00 No MI 010040400000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 50968.3 387.64 360 359 8 0 0 0.375 8.375 LOUISVILLE KY 40210 Single Family 51000 20060401 78.46 No MI 100404000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 149507.01 1137.07 360 359 8 0 0 0.375 8.375 SPRINGFIELD MA 1104 2-4 Family 149600 20060401 80.00 No MI 100095000000000000 2.25 20110301 14.375 1.875 2 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 290400 1573 360 358 6.125 0 0 0.375 6.5 ORCUTT CA 93455 Condominium 290400 20060301 80.00 No MI 100074000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 98800 586.625 360 359 6.75 0 0 0.375 7.125 MURRAY UT 84107 Condominium 98800 20060401 80.00 No MI 133361000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 198750 1283.59375 360 359 7.375 0 0 0.375 7.75 Bend OR 97701 Single Family 198750 20060401 75.00 No MI 100114000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 316000 1711.666667 360 358 6.125 0 0 0.375 6.5 POMONA CA 91768 Single Family 316000 20060301 80.00 No MI 100074000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 154700 805.7291667 360 359 5.875 0 0 0.375 6.25 Chandler AZ 85224 Single Family 154700 20060401 70.00 No MI 100170000000000000 2.25 20090301 12.25 1.875 1 First Lien N Y 120 Prepay 360 36 N 20360301 AFL2
GROUP I G01 132713.13 986.04 360 359 7.75 0 0 0.375 8.125 Galloway NJ 8205 Condominium 132800 20060401 80.00 No MI 100234000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 168372 1140.01875 360 359 7.75 0 0 0.375 8.125 NORTH LAS VEGAS NV 89084 Condominium 168372 20060401 80.00 No MI 100057000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 126000 879.375 360 359 8 0 0 0.375 8.375 GLENDALE AZ 85303 Single Family 126000 20060401 75.00 No MI 100199000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 130000 798.9583333 360 359 7 0 0 0.375 7.375 Saint Paul MN 55106 2-4 Family 130000 20060401 65.00 No MI 100017000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 437520 2825.65 360 359 7.375 0 0 0.375 7.75 Lake Worth FL 33467 Single Family 437520 20060401 80.00 No MI 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 135000 871.875 360 359 7.375 0 0 0.375 7.75 Thornton CO 80229 Single Family 135000 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 208000 1256.666667 360 359 6.875 0 0 0.375 7.25 Las Vegas NV 89131 Single Family 208000 20060401 80.00 No MI 100096000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 244000 1474.166667 360 359 6.875 0 0 0.375 7.25 Henderson NV 89074 PUD 244000 20060401 80.00 No MI 100096000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 438400 2785.666667 360 359 7.25 0 0 0.375 7.625 Las Vegas NV 89149 PUD 438400 20060401 80.00 No MI 100096000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 1125000 7734.375 360 359 7.875 0 0 0.375 8.25 ATL GA 30331 Single Family 1125000 20060401 75.00 No MI 100087000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 176000 1155 360 359 7.5 0 0 0.375 7.875 Phoenix AZ 85027 Single Family 176000 20060401 80.00 No MI 100095000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 304000 1805 360 359 6.75 0 0 0.375 7.125 Garfield NJ 7026 2-4 Family 304000 20060401 80.00 No MI 010003500000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 291680 1488.783333 360 359 5.75 0 0 0.375 6.125 ASHBURN VA 20147 Single Family 291680 20060401 63.87 No MI 100057000000000000 2.25 20110301 11.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 203000 1120.729167 360 358 6.25 0 0 0.375 6.625 Mammoth Lakes CA 93546 Condominium 203000 20060301 70.00 No MI 100022000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 120081.75 893.97 360 356 7.75 0 0 0.375 8.125 Southgate MI 48195 Single Family 120400 20060101 78.18 No MI 100266000000000000 2.25 20101201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20351201 AFL2
GROUP I G01 150400 1002.666667 360 358 7.625 0 0 0.375 8 Brandon FL 33511 Single Family 150400 20060301 80.00 No MI 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 392000 2041.666667 360 358 5.875 0 0 0.375 6.25 MESA AZ 85212 PUD 392000 20060301 80.00 No MI 100420000000000000 2.25 20110201 12.25 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 138799.88 910.8742125 360 359 7.5 0 0 0.375 7.875 LOUISVILLE KY 40241 Single Family 138800 20060401 80.00 No MI 100331000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 211600 1300.458333 360 359 7 0 0 0.375 7.375 LAS VEGAS NV 89129 PUD 211600 20060401 79.99 No MI 100183000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 176000 1063.333333 360 359 6.875 0 0 0.375 7.25 LAS VEGAS NV 89110 Single Family 176000 20060401 80.00 No MI 100183000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 273468 1652.2025 360 360 6.875 0 0 0.375 7.25 ANTHEM AZ 85086 PUD 273468 20060501 80.00 No MI 100057000000000000 2.25 20110401 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 307143 2079.614063 360 360 7.75 0 0 0.375 8.125 ORLANDO FL 32828 PUD 307143 20060501 90.00 GE Capital MI 100057000000000000 2.25 20110401 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 285116 1781.975 360 360 7.125 0 0 0.375 7.5 LAS VEGAS NV 89131 Single Family 285116 20060501 80.00 No MI 100057000000000000 2.25 20110401 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 196800 1168.5 360 359 6.75 0 0 0.375 7.125 LAS VEGAS NV 89139 PUD 196800 20060401 75.00 No MI 100087000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 216430 1239.963542 360 359 6.5 0 0 0.375 6.875 Port Saint Lucie FL 34953 PUD 216430 20060401 80.00 No MI 100016000000000000 2.75 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G03 538050 3306.765625 360 359 7 0 0 0.375 7.375 Sterling VA 20166 PUD 538050 20060401 79.99 No MI 100016000000000000 2.75 20110301 13.375 2.375 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 290000 1601.041667 360 358 6.25 0 0 0.375 6.625 Westerly RI 2891 Condominium 290000 20060301 73.42 No MI 100016000000000000 2.25 20110201 12.625 2.375 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 74990.91 557.17 360 359 7.75 0 0 0.375 8.125 Greenbay WI 54302 2-4 Family 75040 20060401 80.00 No MI 100221000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 248000 1317.5 360 359 6 0 0 0.375 6.375 Palm Beach Gardens FL 33418 Condominium 248000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.375 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 380000 2097.916667 360 359 6.25 0 0 0.375 6.625 IMPERIAL BEACH CA 91932 Condominium 380000 20060401 80.00 No MI 100074000000000000 2.375 20080301 11.625 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360301 AFL2
GROUP II G02 173100 865.5 360 360 5.625 0 0 0.375 6 Richmond Hill GA 31324 PUD 173100 20060501 79.99 No MI 100031000000000000 2.25 20110401 11 2 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 150400 940 360 352 7.125 0 0 0.375 7.5 DECATUR GA 30032 Single Family 150400 20050901 80.00 No MI 100030000000000000 2.75 20070801 13.5 1.875 2 First Lien N Y 120 No_PP 360 24 N 20350801 ALT1
GROUP I G01 282000 1468.75 360 353 5.875 0 0 0.375 6.25 WORCESTER MA 1604 Single Family 282000 20051001 62.67 No MI 100030000000000000 2.75 20070901 12.25 2.375 2 First Lien N Y 120 No_PP 360 24 N 20350901 ALT1
GROUP I G01 351999.7 1686.665229 360 353 5.375 0 0 0.375 5.75 SAN DIEGO CA 92110 Single Family 352000 20051001 80.00 No MI 100030000000000000 2.75 20100901 11.75 2.375 2 First Lien N Y 120 No_PP 360 60 N 20350901 ALT1
GROUP I G01 147263.86 808.56 360 353 4.75 0 0 0.375 5.125 WORCESTER MA 1603 2-4 Family 148500 20051001 75.00 No MI 100030000000000000 2.75 20070901 11.125 2.375 2 First Lien N N 0 No_PP 360 24 N 20350901 ALT1
GROUP I G01 286400 1282.833333 360 354 5 0 0 0.375 5.375 KENT WA 98042 Single Family 286400 20051101 80.00 No MI 100030000000000000 2.75 20071001 11.375 2.375 2 First Lien N Y 120 No_PP 360 24 N 20351001 ALT1
GROUP I G01 179550 1122.1875 360 354 7.125 0 0 0.375 7.5 BUFORD GA 30519 PUD 179550 20051101 79.98 No MI 100030000000000000 2.75 20071001 13.5 2.375 2 First Lien N Y 120 No_PP 360 24 N 20351001 ALT1
GROUP I G01 131000 818.75 360 354 7.125 0 0 0.375 7.5 BROKLET GA 30458 Single Family 131000 20051101 79.39 No MI 100030000000000000 2.75 20071001 13.5 2.375 2 First Lien N Y 120 No_PP 360 24 N 20351001 ALT1
GROUP I G01 124356.54 739.42 360 355 5.5 0 0 0.375 5.875 PENSACOLA FL 32514 PUD 125000 20051201 73.53 No MI 100030000000000000 2.75 20071101 11.875 2.375 2 First Lien N N 0 No_PP 360 24 N 20351101 ALT1
GROUP I G01 93038.53 600.61 360 351 6.25 0 0 0.375 6.625 LAKELAND FL 33811 Single Family 93800 20050801 70.00 No MI 100030000000000000 3 20070701 12.625 2.375 1 First Lien N N 0 No_PP 360 24 N 20350701 ALT1
GROUP II G02 284800 1720.666667 360 359 6.875 0 0 0.375 7.25 TURLOCK CA 95382 Single Family 284800 20060401 80.00 No MI 100378000000000000 2.25 20110301 12.25 2.625 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 94500 570.9375 360 359 6.875 0 0 0.375 7.25 GRAYSON GA 30017 Single Family 94500 20060401 70.00 No MI 100378000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 223780.82 1701.95 360 359 8 0 0 0.375 8.375 COVINGTON GA 30014 Single Family 223920 20060401 80.00 No MI 100378000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 144000 870 360 359 6.875 0 0 0.375 7.25 HOMESTEAD FL 33030 Single Family 144000 20060401 80.00 No MI 1003780-0000313650 2.25 20110301 12.25 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G02 60000 429.85 360 360 7.375 0 0 0.375 7.75 INDIANAPOLIS IN 46222 Single Family 60000 20060501 80.00 No MI 100378000000000000 2.25 20110401 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360401 AFL2
GROUP II G02 200800 1171.333333 360 360 6.625 0 0 0.375 7 HUDSON CO 80642 Single Family 200800 20060501 80.00 No MI 1003780-0000313721 2.25 20110401 12 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360401 AFL2
GROUP II G02 144750 1012.11 360 360 7.125 0 0 0.375 7.5 STONE MOUNTAIN GA 30083 Single Family 144750 20060501 75.00 No MI 100378000000000000 2.25 20110401 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360401 AFL2
GROUP I G01 207855.95 1544.33 360 359 7.75 0 0 0.375 8.125 MIAMI FL 33015 Condominium 207992 20060401 80.00 No MI 100378000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP II G02 169800 1187.27 360 360 7.125 0 0 0.375 7.5 OCALA FL 34473 Single Family 169800 20060501 66.59 No MI 100378000000000000 2.25 20110401 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360401 AFL2
GROUP I G01 99937.85 760.07 360 359 8 0 0 0.375 8.375 HOUSTON TX 77007 Single Family 100000 20060401 80.00 No MI 100378000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 141511.99 1076.26 360 359 8 0 0 0.375 8.375 SHEFFIELD AL 35660 2-4 Family 141600 20060401 80.00 No MI 100378000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 171499 1196.920104 360 358 8 0 0 0.375 8.375 MIAMI FL 33186 PUD 171499 20060322 68.60 No MI 100378000000000000 2.25 20110222 13.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360222 AFL2
GROUP I G01 210000 1465.625 360 359 8 0 0 0.375 8.375 MIAMI FL 33186 PUD 210000 20060401 75.00 No MI 100378000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 140000 816.6666667 360 359 6.625 0 0 0.375 7 PHOENIX AZ 85043 Single Family 140000 20060401 80.00 No MI 100378000000000000 2.25 20110301 12 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 382997.95 2114.467849 360 357 6.25 0 0 0.375 6.625 North Beach MD 20714 Single Family 383000 20060201 75.99 No MI 100022000000000000 2.25 20110101 11.625 1.875 2 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G01 143751 778.65125 360 356 6.125 0 0 0.375 6.5 Peyton CO 80831 PUD 143751 20060101 70.00 No MI 100059000000000000 2.25 20101201 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP II G01 118000 725.2083333 360 357 7 0 0 0.375 7.375 PORTERVILLE CA 93257 Condominium 118000 20060201 80.00 No MI 100199000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP I G01 140531.08 883.4 360 352 6 0 0 0.375 6.375 ARLINGTON MA 2474 Condominium 141600 20050901 80.00 No MI 100103000000000000 2.375 20070801 11.375 1.875 1 First Lien N N 0 No_PP 360 24 N 20350801 AFL2
GROUP II G01 87036.57 609.94 360 357 7.125 0 0 0.375 7.5 Glenn Heights TX 75154 PUD 87232 20060201 80.00 No MI 100404000000000000 2.25 20110101 12.5 2 1 First Lien N N 0 Prepay 360 60 N 20360101 AFL2
GROUP II G02 188000 1037.916667 360 358 6.25 0 0 0.375 6.625 Lynn MA 1904 Single Family 188000 20060301 80.00 No MI 100210000000000000 2.25 20110201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G04 412412 2062.06 360 356 5.625 0 0 0.375 6 LINCOLN CA 95648 PUD 512412 20060101 80.00 No MI 100057000000000000 2.25 20151201 11 1.875 1 First Lien N Y 120 No_PP 360 120 N 20351201 AFL2
GROUP II G03 443120 2354.075 360 357 6 0 0 0.375 6.375 BRENTWOOD CA 94513 PUD 443120 20060201 80.00 No MI 100057000000000000 2.25 20110101 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 160000 1083.333333 360 358 7.75 0 0 0.375 8.125 Houston TX 77061 PUD 160000 20060301 80.00 No MI 100425000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 223705.94 1663.2 360 358 7.75 0 0 0.375 8.125 Roosevelt NY 11575 Single Family 224000 20060301 80.00 No MI 100284000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 397944 2694.4125 360 357 7.75 0 0 0.375 8.125 FREDERICK MD 21704 PUD 397944 20060201 80.00 No MI 100028000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 215428.46 1189.344623 360 356 6.25 0 0 0.375 6.625 Cumming GA 30040 PUD 215500 20060101 80.00 No MI 100057000000000000 2.25 20101201 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP II G01 144952 875.7516667 360 358 6.875 0 0 0.375 7.25 Albuquerque NM 87114 PUD 144952 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 94400 639.1666667 360 356 7.75 0 0 0.375 8.125 SPRING HILL FL 34606 Single Family 94400 20060101 80.00 No MI 100022000000000000 2.25 20101201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351201 AFL2
GROUP II G02 108120 619.4375 360 358 6.5 0 0 0.375 6.875 Phoenix AZ 85014 Condominium 108120 20060301 80.00 No MI 100414000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 150000 953.125 360 357 7.25 0 0 0.375 7.625 Baltimore MD 21223 Single Family 150000 20060202 65.36 No MI 100213000000000000 2.25 20110102 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360102 AFL2
GROUP II G04 280000 1487.5 360 357 6 0 0 0.375 6.375 Santa Cruz CA 95062 Condominium 280000 20060201 56.57 No MI 100063000000000000 2.25 20160101 11.375 1.875 1 First Lien N Y 120 No_PP 360 120 N 20360101 AFL2
GROUP I G01 168192 1103.76 360 357 7.5 0 0 0.375 7.875 Laveen AZ 85339 PUD 168192 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 168864 1108.17 360 357 7.5 0 0 0.375 7.875 Orlando FL 32835 Condominium 168864 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 158692 1041.41625 360 358 7.5 0 0 0.375 7.875 Albuquerque NM 87114 PUD 158692 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 55079.99 355.7249354 360 355 7.375 0 0 0.375 7.75 San Antonio TX 78221 Single Family 55080 20051201 80.00 No MI 100099000000000000 2.25 20101101 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351101 AFL2
GROUP I G01 156991 784.955 360 356 5.625 0 0 0.375 6 Westerville OH 43081 PUD 156991 20060101 80.00 No MI 100022000000000000 2.375 20071201 11 1.875 1 First Lien N Y 60 Prepay 360 24 N 20351201 AFL2
GROUP II G01 296000 1541.666667 360 355 5.875 0 0 0.375 6.25 Manteca CA 95336 Single Family 296000 20051201 80.00 No MI 100147000000000000 5.75 20101101 11.25 2 1 First Lien N Y 120 Prepay 360 60 N 20351101 AFL2
GROUP I G01 178544.06 1433.59 360 356 8.575 0 0 0.375 8.95 Land O Lakes FL 34638 PUD 178969 20060101 80.00 No MI 2.375 20071201 13.95 5.375 1 First Lien N N 0 No_PP 360 24 N 20351201 AFL2
GROUP I G01 74222.4 578.67 360 356 8.25 0 0 0.375 8.625 Detroit MI 48206 2-4 Family 74400 20060101 80.00 No MI 100266000000000000 2.375 20071201 13.625 2 1 First Lien N N 0 No_PP 360 24 N 20351201 AFL2
GROUP I G01 130320 882.375 360 359 7.75 0 0 0.375 8.125 Ocala FL 34472 Single Family 130320 20060401 80.00 No MI 10026560000440393- 2.25 20110301 13.125 2 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 69825 472.7734375 360 358 7.75 0 0 0.375 8.125 SOCORRO TX 79927 Single Family 69825 20060301 75.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 489520 3059.5 360 358 7.125 0 0 0.375 7.5 Gambrills MD 21054 Townhouse 489520 20060301 80.00 No MI 100238000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G02 126985.67 835.61 360 358 6.5 0 0 0.375 6.875 KILLEEN TX 76542 Single Family 127200 20060301 80.00 No MI 100293000000000000 2.25 20110201 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP I G01 127920 839.475 360 358 7.5 0 0 0.375 7.875 TUCSON AZ 85706 Single Family 127920 20060301 80.00 No MI 100414000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 107910 640.715625 360 357 6.75 0 0 0.375 7.125 Overgaard AZ 85933 Condominium 107910 20060201 90.00 Mortgage Guaranty In 100047000000000000 2.25 20110101 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 168873.7 1055.460625 360 355 7.125 0 0 0.375 7.5 Clermont FL 34711 Single Family 169000 20051201 75.00 No MI 100017000000000000 3.125 20060501 19.5 1.875 0 First Lien N Y 120 No_PP 360 6 N 20351101 AFL2
GROUP I G01 91737.74 659.1 360 356 7.375 0 0 0.375 7.75 Camp Point IL 62320 Single Family 92000 20060101 80.00 No MI 100404000000000000 2.25 20101201 12.75 2.75 1 First Lien N N 0 No_PP 360 60 N 20351201 AFL2
GROUP II G04 156264 830.1525 360 357 6 0 0 0.375 6.375 SANFORD FL 32771 PUD 156264 20060201 80.00 No MI 2.25 20160101 11.375 2 1 First Lien N Y 120 No_PP 360 120 N 20360101 AFL2
GROUP I G01 1500000 10937.5 360 356 8.375 0 0 0.375 8.75 Miami FL 33139 Condominium 1500000 20060101 75.00 No MI 100256000000000000 2.375 20071201 13.75 1.875 1 First Lien N Y 120 Prepay 360 24 N 20351201 AFL2
GROUP II G04 309600 1806 360 356 6.625 0 0 0.375 7 Lakewood CA 90715 Condominium 309600 20060101 80.00 No MI 2.25 20151201 12 2 1 First Lien N Y 120 No_PP 360 120 N 20351201 AFL2
GROUP II G01 216000 1372.5 360 357 7.25 0 0 0.375 7.625 New Brunswick NJ 8901 2-4 Family 216000 20060201 80.00 No MI 100070000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 301500 2041.40625 360 358 7.75 0 0 0.375 8.125 PHOENIX AZ 85044 Single Family 301500 20060301 75.00 No MI 100414000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G03 504360 3152.25 360 357 7.125 0 0 0.375 7.5 LATHROP CA 95330 Single Family 504360 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 147692 923.075 360 357 7.125 0 0 0.375 7.5 ROUND LAKE IL 60073 Condominium 147692 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 130550 815.9375 360 358 7.125 0 0 0.375 7.5 RICHMOND TX 77469 PUD 130550 20060301 79.73 No MI 100057000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 99522.44 617.02 360 355 5.895 0 0 0.375 6.27 Bluffton SC 29909 PUD 100000 20051201 55.56 No MI 100149000000000000 2.375 20071101 12.27 1.875 1 First Lien N N 0 No_PP 360 24 N 20351101 AFL2
GROUP II G01 367423.88 2296.39925 360 356 7.125 0 0 0.375 7.5 Loxahatchee FL 33470 Single Family 367500 20060101 75.00 No MI 100238000000000000 2.25 20101201 12.5 2 1 First Lien N Y 120 Prepay 360 60 N 20351201 AFL2
GROUP II G02 239920 1499.5 360 358 7.125 0 0 0.375 7.5 HYATTSVILLE MD 20784 Single Family 239920 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 320000 2233.333333 360 360 8 0 0 0.375 8.375 Newark NJ 7107 2-4 Family 320000 20060501 80.00 No MI 100234000000000000 2.25 20110401 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 148000 955.8333333 360 359 7.375 0 0 0.375 7.75 MOUNT HOREB WI 53572 Single Family 148000 20060401 80.00 No MI 100194000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 460000 3210.416667 360 359 8 0 0 0.375 8.375 Westminster CA 92683 Single Family 460000 20060401 80.00 No MI 1001991-0511003260 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 459920 3209.858333 360 359 8 0 0 0.375 8.375 Westminster CA 92683 Single Family 459920 20060401 80.00 No MI 1001991-0511003284 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 288000 1740 360 359 6.875 0 0 0.375 7.25 FISHERVILLE KY 40023 Single Family 288000 20060401 78.69 No MI 100331000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 279200 1861.333333 360 359 7.625 0 0 0.375 8 Port Charlotte FL 33952 Single Family 279200 20060401 80.00 No MI 100009000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 492000 3177.5 360 359 7.375 0 0 0.375 7.75 MIAMI FL 33131 Condominium 492000 20060401 80.00 No MI 100087000000000000 2.25 20110301 13.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 189500 1065.9375 360 359 6.375 0 0 0.375 6.75 Annapolis MD 21409 PUD 189500 20060401 51.63 No MI 100213000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 290650 1756.010417 360 359 6.875 0 0 0.375 7.25 Waynesboro PA 17268 Single Family 290650 20060401 80.00 No MI 100031000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 56000 344.1666667 360 359 7 0 0 0.375 7.375 ATLANTA GA 30310 Single Family 56000 20060401 80.00 No MI 100185000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 520000 3358.333333 360 359 7.375 0 0 0.375 7.75 Rancho Cucamonga CA 91701 Single Family 520000 20060401 80.00 No MI 1001023-7359534419 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 243750 1599.609375 360 359 7.5 0 0 0.375 7.875 Rialto CA 92376 Single Family 243750 20060401 75.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 189600 1106 360 359 6.625 0 0 0.375 7 Las Vegas NV 89156 Single Family 189600 20060401 80.00 No MI 100195000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 192000 1080 360 359 6.375 0 0 0.375 6.75 Las Vegas NV 89128 Single Family 192000 20060401 59.08 No MI 100195000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 94581.18 719.33 360 359 8 0 0 0.375 8.375 PORTSMOUTH VA 23704 2-4 Family 94640 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP I G01 143600 927.4166667 360 359 7.375 0 0 0.375 7.75 QUEEN CREEK AZ 85242 PUD 143600 20060401 79.99 No MI 100071000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G01 134400 798 360 359 6.75 0 0 0.375 7.125 ELK RIVER MN 55330 Single Family 134400 20060401 80.00 No MI 100400000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 84000 516.25 360 359 7 0 0 0.375 7.375 BROOKLYN MD 21225 Townhouse 84000 20060401 80.00 No MI 10028940000003471- 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 248000 1601.666667 360 359 7.375 0 0 0.375 7.75 CHASKA MN 55318 PUD 248000 20060401 80.00 No MI 100400000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G03 468100 2925.625 360 359 7.125 0 0 0.375 7.5 Waldorf MD 20603 PUD 468100 20060401 79.99 No MI 100031000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 650000 4536.458333 360 359 8 0 0 0.375 8.375 MITCHELLVILLE MD 20721 PUD 650000 20060401 79.47 No MI 100289000000000000 2.25 20110301 14.375 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 328000 2015.833333 360 359 7 0 0 0.375 7.375 Winter Garden FL 34787 Single Family 328000 20060401 80.00 No MI 100039000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 624000 4355 360 359 8 0 0 0.375 8.375 PAIA HI 96779 PUD 624000 20060401 80.00 No MI 100059000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 292000 1916.25 360 359 7.5 0 0 0.375 7.875 Indianapolis IN 46208 Single Family 292000 20060401 80.00 No MI 100425000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G01 73543.99 508.34 360 359 7 0 0 0.375 7.375 Houston TX 77034 Single Family 73600 20060401 80.00 No MI 100101000000000000 2.25 20110301 12.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G01 245000 1531.25 360 359 7.125 0 0 0.375 7.5 Lancaster CA 93535 2-4 Family 245000 20060401 70.00 No MI 100256000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 75952.77 577.65 360 359 8 0 0 0.375 8.375 HOUSTON TX 77071 PUD 76000 20060401 80.00 No MI 100199000000000000 2.25 20110301 13.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 AFL2
GROUP II G02 283755 1684.795313 360 360 6.75 0 0 0.375 7.125 ANTHEM AZ 85086 Single Family 283755 20060501 80.00 No MI 100057000000000000 2.25 20110401 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP I G01 271571 1782.184688 360 359 7.5 0 0 0.375 7.875 PHOENIX AZ 85339 Single Family 271571 20060401 80.00 No MI 010005700000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 104184 672.855 360 359 7.375 0 0 0.375 7.75 KANSAS CITY MO 64118 PUD 104184 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 223920 1492.8 360 359 7.625 0 0 0.375 8 INDIO CA 92203 PUD 223920 20060401 80.00 No MI 100057000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G01 278950 1743.4375 360 359 7.125 0 0 0.375 7.5 San Jacinto CA 92582 Single Family 278950 20060401 79.99 No MI 100209000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 188000 1312.083333 360 359 8 0 0 0.375 8.375 Aurora CO 80012 Single Family 188000 20060401 80.00 No MI 100266000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 110102 711.0754167 360 358 7.375 0 0 0.375 7.75 Leander TX 78641 PUD 110102 20060301 80.00 No MI 100016000000000000 2.75 20110201 13.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 97500 629.6875 360 359 7.375 0 0 0.375 7.75 San Antonio TX 78251 PUD 97500 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.75 2.375 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP II G01 129000 658.4375 360 355 5.75 0 0 0.375 6.125 CUMMING GA 30040 PUD 129000 20051201 64.98 No MI 100032000000000000 2.25 20101101 11.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20351101 AFL2
GROUP I G01 380000 2652.083333 360 359 8 0 0 0.375 8.375 MIAMI FL 33169 Single Family 380000 20060401 80.00 No MI 100386000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 304000 1710 360 359 6.375 0 0 0.375 6.75 HOWELL TOWNSHIP NJ 7731 Single Family 304000 20060401 80.00 No MI 100367000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 339200 2190.666667 360 359 7.375 0 0 0.375 7.75 TEMECULA CA 92592 Single Family 339200 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 440000 2841.666667 360 359 7.375 0 0 0.375 7.75 LAS VEGAS NV 89143 PUD 440000 20060401 80.00 No MI 100386000000000000 2.75 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 115126.54 865.46 360 359 7.875 0 0 0.375 8.25 LAKELAND FL 33815 2-4 Family 115200 20060401 80.00 No MI 100386000000000000 2.25 20110301 13.25 2.375 1 First Lien N N 0 Prepay 360 60 N 20360301 WALN
GROUP II G02 87100 535.3020833 360 359 7 0 0 0.375 7.375 RALEIGH NC 27614 Condominium 87100 20060401 69.99 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 78341.81 548.19 360 359 7.125 0 0 0.375 7.5 GILLSVILLE GA 30543 Single Family 78400 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 WALN
GROUP I G01 148697.59 1078.91 360 359 7.5 0 0 0.375 7.875 CHASKA MN 55318 2-4 Family 148800 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 WALN
GROUP II G01 163000 950.8333333 360 359 6.625 0 0 0.375 7 PEORIA AZ 85345 PUD 163000 20060401 56.21 No MI 100386000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 128000 800 360 359 7.125 0 0 0.375 7.5 NORFOLK VA 23508 Single Family 128000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 275819.46 2049.29 360 359 7.75 0 0 0.375 8.125 NEWARK NJ 7107 2-4 Family 276000 20060401 80.00 No MI 010036700000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 WALN
GROUP I G01 671571.48 5048.52 360 359 7.875 0 0 0.375 8.25 NEW ROCHELLE NY 10805 Single Family 672000 20060401 80.00 No MI 100386000000000000 2.25 20110301 13.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 WALN
GROUP II G02 215200 1277.75 360 359 6.75 0 0 0.375 7.125 APOPKA FL 32703 PUD 215200 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 255200 1568.416667 360 359 7 0 0 0.375 7.375 ADELANTO CA 92301 Single Family 255200 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 59475 353.1328125 360 359 6.75 0 0 0.375 7.125 GREENSBORO NC 27401 Single Family 59475 20060401 65.00 No MI 100386000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 360000 2362.5 360 359 7.5 0 0 0.375 7.875 SCOTTSDALE AZ 85260 Condominium 360000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 340000 2089.583333 360 359 7 0 0 0.375 7.375 ROCKVILLE MD 20851 Single Family 340000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 258611 1616.31875 360 359 7.125 0 0 0.375 7.5 PIKESVILLE MD 21208 PUD 258611 20060401 70.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 168000 980 360 359 6.625 0 0 0.375 7 MESA AZ 85201 Single Family 168000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 315100 1706.791667 360 359 6.125 0 0 0.375 6.5 HERNDON VA 20171 Condominium 315100 20060401 79.98 No MI 100386000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G03 495200 3043.416667 360 359 7 0 0 0.375 7.375 CAVE CREEK AZ 85331 Single Family 495200 20060401 79.87 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 327450 2012.453125 360 359 7 0 0 0.375 7.375 LEESBURG VA 20176 PUD 327450 20060401 79.99 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 135104.58 968.59 360 359 7.375 0 0 0.375 7.75 ST. JOSEPH MO 64501 Single Family 135200 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 WALN
GROUP II G03 440000 2704.166667 360 359 7 0 0 0.375 7.375 BUENA PARK CA 90620 Single Family 440000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 104000 682.5 360 359 7.5 0 0 0.375 7.875 PHOENIX AZ 85027 Condominium 104000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 519200 3082.75 360 359 6.75 0 0 0.375 7.125 WILMINGTON CA 90744 2-4 Family 519200 20060401 80.00 No MI 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 294101 1838.13125 360 359 7.125 0 0 0.375 7.5 AVONDALE AZ 85323 Single Family 294101 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 215851.35 1566.15 360 359 7.5 0 0 0.375 7.875 STEPHENS CITY VA 22655 Single Family 216000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 WALN
GROUP II G01 299000 1588.4375 360 359 6 0 0 0.375 6.375 MANASSAS VA 20111 Single Family 299000 20060401 63.89 No MI 2.25 20110301 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 288000 1770 360 359 7 0 0 0.375 7.375 WOODBRIDGE VA 22193 Single Family 288000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 151200 866.25 360 359 6.5 0 0 0.375 6.875 EVERSON WA 98247 Single Family 151200 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 165000 1082.8125 360 359 7.5 0 0 0.375 7.875 GLENDALE AZ 85308 Single Family 165000 20060401 75.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 259200 1485 360 359 6.5 0 0 0.375 6.875 STERLING VA 20165 PUD 259200 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 118781.96 841.35 360 359 7.25 0 0 0.375 7.625 RALEIGH NC 27616 PUD 118868 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 WALN
GROUP I G01 324000 1856.25 360 359 6.5 0 0 0.375 6.875 Manassas VA 20109 Single Family 324000 20060401 80.00 No MI 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 400000 2250 360 359 6.375 0 0 0.375 6.75 SAN CLEMENTE CA 92672 2-4 Family 400000 20060401 40.00 No MI 100386000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G03 479000 2544.6875 360 359 6 0 0 0.375 6.375 LAS VEGAS NV 89117 PUD 479000 20060401 79.85 No MI 100386000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 80000 458.3333333 360 359 6.5 0 0 0.375 6.875 BALTIMORE MD 21224 Townhouse 80000 20060401 69.57 No MI 100386000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 343920 1934.55 360 359 6.375 0 0 0.375 6.75 ASHBURN VA 20147 PUD 343920 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 417000 2606.25 360 359 7.125 0 0 0.375 7.5 NORTH WILDWOOD NJ 8260 Single Family 417000 20060401 78.53 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 278400 1798 360 359 7.375 0 0 0.375 7.75 WINCHESTER VA 22602 PUD 278400 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 520000 3629.166667 360 359 8 0 0 0.375 8.375 PHOENIX AZ 85021 Single Family 520000 20060401 80.00 No MI 100386000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 277574.99 1705.929626 360 359 7 0 0 0.375 7.375 CHANDLER AZ 85249 PUD 322400 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 132800 758.0666667 360 359 6.475 0 0 0.375 6.85 CAMBRIDGE MN 55008 Single Family 132800 20060401 80.00 No MI 1002812-2431864200 2.25 20110301 11.85 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G03 654850 4024.598958 360 359 7 0 0 0.375 7.375 CORONA CA 92882 PUD 654850 20060401 79.99 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 284000 1745.416667 360 359 7 0 0 0.375 7.375 ATLANTIC HIGHLANDS NJ 7716 Single Family 284000 20060401 74.74 No MI 100282000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 183920 1130.341667 360 359 7 0 0 0.375 7.375 GLENDALE AZ 85304 Single Family 183920 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 250000 1302.083333 360 359 5.875 0 0 0.375 6.25 MANASSAS VA 22111 Single Family 250000 20060401 53.19 No MI 2.25 20090301 12.25 1.875 1 First Lien N Y 120 Prepay 360 36 N 20360301 WALN
GROUP I G01 103600 669.0833333 360 359 7.375 0 0 0.375 7.75 SANDY SPRINGS GA 30328 Condominium 103600 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 436464.3 3242.86 360 359 7.75 0 0 0.375 8.125 OZARK MO 65721 Single Family 436750 20060401 80.00 No MI 100386000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 WALN
GROUP II G02 264000 1677.5 360 359 7.25 0 0 0.375 7.625 BLADENSBURG MD 20710 Single Family 264000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 114720 752.85 360 359 7.5 0 0 0.375 7.875 POMPANO BEACH FL 33064 Condominium 114720 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G03 436722.84 2456.565975 360 359 6.375 0 0 0.375 6.75 CHURCHVILLE MD 21028 Single Family 438750 20060401 65.00 No MI 100386000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G03 788000 4596.666667 360 359 6.625 0 0 0.375 7 PHOENIX AZ 85020 Single Family 788000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 159889.88 1160.12 360 359 7.5 0 0 0.375 7.875 NEW BRIGHTON MN 55112 Single Family 160000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 WALN
GROUP II G01 159200 1011.583333 360 359 7.25 0 0 0.375 7.625 EAGAN MN 55122 Townhouse 159200 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 240000 1425 360 359 6.75 0 0 0.375 7.125 AURORA CO 80013 PUD 240000 20060401 79.47 No MI 100386000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 196000 1265.833333 360 359 7.375 0 0 0.375 7.75 MIDDLETOWN NJ 7701 Single Family 196000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 205600 1285 360 359 7.125 0 0 0.375 7.5 LANCASTER CA 93534 Single Family 205600 20060401 80.00 No MI 1003345-0000011878 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 204800 1322.666667 360 359 7.375 0 0 0.375 7.75 CHANDLER AZ 85224 PUD 204800 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 348000 2211.25 360 359 7.25 0 0 0.375 7.625 EDISON TWP. NJ 8817 Single Family 348000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 208000 1408.333333 360 359 7.75 0 0 0.375 8.125 SURPRISE AZ 85379 PUD 208000 20060401 80.00 No MI 100386000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 202425 1138.640625 360 359 6.375 0 0 0.375 6.75 PHOENIX AZ 85037 PUD 202425 20060401 75.00 No MI 100386000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 302094 1919.555625 360 359 7.25 0 0 0.375 7.625 DELANO MN 55328 Single Family 302094 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 78400 522.6666667 360 359 7.625 0 0 0.375 8 PHOENIX AZ 85051 Condominium 78400 20060401 80.00 No MI 100386000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G03 460000 2683.333333 360 359 6.625 0 0 0.375 7 LOCUST GROVE VA 22508 Single Family 460000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 416500 2386.197917 360 359 6.5 0 0 0.375 6.875 HENDERSON NV 89052 PUD 416500 20060401 70.00 No MI 100386000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G03 436000 2407.083333 360 359 6.25 0 0 0.375 6.625 CENTREVILLE VA 20120 Single Family 436000 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G03 1000000 5312.5 360 359 6 0 0 0.375 6.375 TUCSON AZ 85718 PUD 1000000 20060401 62.50 No MI 100386000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 168000 997.5 360 359 6.75 0 0 0.375 7.125 BOYNTON BEACH FL 33426 Condominium 168000 20060401 80.00 No MI 100386000000000000 2.25 20130301 12.125 1.875 1 First Lien N Y 120 Prepay 360 84 N 20360301 WALN
GROUP II G02 159475.49 1088.76 360 359 6.875 0 0 0.375 7.25 PHOENIX AZ 85029 Single Family 159600 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 WALN
GROUP I G01 297600 1953 360 359 7.5 0 0 0.375 7.875 PHOENIX AZ 85045 PUD 297600 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 299600 1654.041667 360 359 6.25 0 0 0.375 6.625 WOODBRIDGE VA 22193 PUD 299600 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 103844.78 735.54 360 359 7.25 0 0 0.375 7.625 MARYLAND HEIGHTS MO 63043 Condominium 103920 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.625 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 WALN
GROUP II G03 504000 2992.5 360 359 6.75 0 0 0.375 7.125 SEATTLE WA 98122 Single Family 504000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 408750 2512.109375 360 359 7 0 0 0.375 7.375 LAS VEGAS NV 89135 PUD 408750 20060401 75.00 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 183988.34 1188.258029 360 358 7.375 0 0 0.375 7.75 WASCO CA 93280 2-4 Family 184000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G02 228000 1211.25 360 359 6 0 0 0.375 6.375 LAS VEGAS NV 89123 Single Family 228000 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G03 550000 3151.041667 360 359 6.5 0 0 0.375 6.875 SAN JOSE CA 95127 Single Family 550000 20060401 62.86 No MI 100386000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 140000 758.3333333 360 359 6.125 0 0 0.375 6.5 EL MIRAGE AZ 85335 PUD 140000 20060401 66.67 No MI 100386000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 288000 1800 360 359 7.125 0 0 0.375 7.5 HENDERSON NV 89014 PUD 288000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 371292 2359.25125 360 359 7.25 0 0 0.375 7.625 GLENDALE AZ 85305 PUD 371292 20060401 75.00 No MI 100386000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 196000 1225 360 359 7.125 0 0 0.375 7.5 UPPER MARLBORO MD 20772 Single Family 196000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 80800 530.25 360 359 7.5 0 0 0.375 7.875 MOORHEAD MN 56560 Townhouse 80800 20060401 80.00 No MI 100386000000000000 2.25 20090301 13.875 1.875 1 First Lien N Y 120 Prepay 360 36 N 20360301 WALN
GROUP I G01 1425000 9351.5625 360 359 7.5 0 0 0.375 7.875 NEWPORT BEACH CA 92663 Condominium 1425000 20060401 75.00 No MI 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G03 752000 4151.666667 360 359 6.25 0 0 0.375 6.625 PHOENIX AZ 85050 PUD 752000 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 168000 1067.5 360 359 7.25 0 0 0.375 7.625 HOMESTEAD FL 33033 Single Family 168000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 618750 4318.359375 360 359 8 0 0 0.375 8.375 SAN JACINTO CA 92582 Single Family 618750 20060401 75.00 No MI 100386000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G03 731308 4494.497083 360 359 7 0 0 0.375 7.375 PALM DESERT CA 92211 PUD 731308 20060401 79.92 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 147758 923.4875 360 359 7.125 0 0 0.375 7.5 QUEEN CREEK AZ 85243 PUD 147758 20060401 75.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 103305.77 705.23 360 359 6.625 0 0 0.375 7 PEORIA AZ 85382 PUD 106000 20060401 41.09 No MI 100386000000000000 2.25 20110301 12 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 WALN
GROUP II G03 430000 2553.125 360 359 6.75 0 0 0.375 7.125 MONTEBELLO CA 90640 Single Family 430000 20060401 71.67 No MI 100386000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G03 720650 4428.994792 360 359 7 0 0 0.375 7.375 CORONA CA 92882 PUD 720650 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 262400 1640 360 359 7.125 0 0 0.375 7.5 MANASSAS VA 20109 PUD 262400 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 288800 1714.75 360 359 6.75 0 0 0.375 7.125 ARLINGTON VA 22204 Single Family 288800 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 189222 1261.48 360 359 7.625 0 0 0.375 8 PHOENIX AZ 85043 PUD 189222 20060401 80.00 No MI 100386000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 269500 1459.791667 360 359 6.125 0 0 0.375 6.5 TOLLESON AZ 85353 PUD 269500 20060401 70.00 No MI 100386000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 519679 3410.393438 360 359 7.5 0 0 0.375 7.875 WILDOMAR CA 92595 PUD 519679 20060401 80.00 No MI 100386000000000000 2.25 20090301 13.875 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360301 WALN
GROUP I G01 156000 1023.75 360 359 7.5 0 0 0.375 7.875 SAINT PAUL MN 55106 2-4 Family 156000 20060401 78.79 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 296000 2035 360 359 7.875 0 0 0.375 8.25 GILBERT AZ 85296 PUD 296000 20060401 80.00 No MI 100386000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 61535.25 404.59 360 359 6.5 0 0 0.375 6.875 WALNUT COVE NC 27052 Single Family 61587 20060401 65.00 No MI 100386000000000000 2.25 20110301 11.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 WALN
GROUP I G01 69702.45 508.02 360 359 7.547 0 0 0.375 7.922 SOUTH PADRE ISLAND TX 78597 Condominium 69750 20060401 75.00 No MI 100386000000000000 2.25 20110301 12.922 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 WALN
GROUP II G02 158400 825 360 359 5.875 0 0 0.375 6.25 BUCKEYE AZ 85326 PUD 158400 20060401 79.97 No MI 100386000000000000 2.25 20110301 11.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 181930 1080.209375 360 359 6.75 0 0 0.375 7.125 CHANDLER AZ 85225 Single Family 181930 20060401 70.00 No MI 100386000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 210550.81 1184.348306 360 359 6.375 0 0 0.375 6.75 SUITLAND MD 20746 Single Family 212000 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 373610.83 2373.985482 360 359 7.25 0 0 0.375 7.625 MIAMI FL 33155 Single Family 376000 20060401 71.62 No MI 100386000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 264000 1760 360 359 7.625 0 0 0.375 8 SPRING LAKE NJ 7762 Single Family 264000 20060401 80.00 No MI 100386000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 119920 687.0416667 360 359 6.5 0 0 0.375 6.875 Fort Lauderdale FL 33309 Condominium 119920 20060401 80.00 No MI 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 171740 1001.816667 360 359 6.625 0 0 0.375 7 PHOENIX AZ 85008 2-4 Family 171740 20060401 80.00 No MI 100386000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 260000 1408.333333 360 359 6.125 0 0 0.375 6.5 DISTRICT HEIGHTS MD 20747 Single Family 260000 20060401 80.00 No MI 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 372000 2325 360 359 7.125 0 0 0.375 7.5 ALEXANDRIA VA 22303 Single Family 372000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 133907.78 971.6 360 359 7.5 0 0 0.375 7.875 SAN ANTONIO TX 78251 PUD 134000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 WALN
GROUP II G01 126638.17 811.6 360 359 6.25 0 0 0.375 6.625 WINTER PARK FL 32792 Condominium 126750 20060401 63.38 No MI 100386000000000000 2.25 20110301 11.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 WALN
GROUP II G02 276000 1725 360 359 7.125 0 0 0.375 7.5 FOUNTAIN HILLS AZ 85268 Single Family 276000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 288000 1620 360 359 6.375 0 0 0.375 6.75 HYATTSVILLE MD 20781 Single Family 288000 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 163881.29 1160.79 360 359 7.25 0 0 0.375 7.625 FREDERICKSBURG VA 22401 Single Family 164000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 WALN
GROUP II G01 130000 744.7916667 360 359 6.5 0 0 0.375 6.875 VIRGINIA BEACH VA 23462 Condominium 130000 20060401 65.00 No MI 100386000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 148792 976.4475 360 359 7.5 0 0 0.375 7.875 HOMESTEAD FL 33030 PUD 148792 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 275810.05 2001.2 360 359 7.5 0 0 0.375 7.875 GAITHERSBURG MD 20878 Condominium 276000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 WALN
GROUP I G01 153592 1007.9475 360 359 7.5 0 0 0.375 7.875 HOMESTEAD FL 33030 PUD 153592 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 183200 1087.75 360 359 6.75 0 0 0.375 7.125 COTTONWOOD AZ 86326 PUD 183200 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 171200 1034.333333 360 359 6.875 0 0 0.375 7.25 UNIVERSITY CITY MO 63130 Single Family 171200 20060401 79.98 No MI 100386000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 196000 1163.75 360 359 6.75 0 0 0.375 7.125 MANASSAS VA 20110 Condominium 196000 20060401 79.35 No MI 100386000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 164000 922.5 360 359 6.375 0 0 0.375 6.75 BURIEN WA 98168 Single Family 164000 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 400000 2250 360 359 6.375 0 0 0.375 6.75 COVINA CA 91723 Single Family 400000 20060401 80.00 No MI 1003345-0000011996 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 260000 1570.833333 360 359 6.875 0 0 0.375 7.25 ORLANDO FL 32829 PUD 260000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 216640 1308.866667 360 359 6.875 0 0 0.375 7.25 STACY MN 55079 Single Family 216640 20060401 80.00 No MI 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 308000 1764.583333 360 359 6.5 0 0 0.375 6.875 LA QUINTA CA 92253 Single Family 308000 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 167200 1010.166667 360 359 6.875 0 0 0.375 7.25 STANWOOD WA 98292 Single Family 167200 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 144975 981.6015625 360 359 7.75 0 0 0.375 8.125 PEORIA AZ 85382 Condominium 144975 20060401 75.00 No MI 100386000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 272000 1898.333333 360 359 8 0 0 0.375 8.375 ANTHEM AZ 85086 PUD 272000 20060401 78.84 No MI 100386000000000000 2.25 20110301 13.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 274000 1769.583333 360 359 7.375 0 0 0.375 7.75 SEWELL NJ 8080 Single Family 274000 20060401 80.00 No MI 1003454-1617300000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 117705 968.6140625 360 359 9.5 0 0 0.375 9.875 NORFOLK VA 23513 Single Family 117705 20060401 95.00 Radian Guaranty 100386000000000000 4.5 20110301 14.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 111200 718.1666667 360 359 7.375 0 0 0.375 7.75 LAWRENCEVILLE GA 30044 Townhouse 111200 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.75 4.125 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 279786.93 1933.9 360 359 7 0 0 0.375 7.375 BLAINE WA 98230 Single Family 280000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 WALN
GROUP II G02 180530 1128.3125 360 359 7.125 0 0 0.375 7.5 DELTONA FL 32738 Single Family 180530 20060401 70.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 184000 1265 360 359 7.875 0 0 0.375 8.25 CAPE CORAL FL 33990 Single Family 184000 20060401 80.00 No MI 100386000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 241475 1333.143229 360 359 6.25 0 0 0.375 6.625 LAVEEN AZ 85339 PUD 241475 20060401 65.00 No MI 100386000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 192000 1220 360 359 7.25 0 0 0.375 7.625 KISSIMMEE FL 34746 PUD 192000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 264600 1515.9375 360 359 6.5 0 0 0.375 6.875 CHESTERFIELD VA 23832 Single Family 264600 20060401 73.50 No MI 100386000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 131989 866.1778125 360 359 7.5 0 0 0.375 7.875 CAMP VERDE AZ 86322 PUD 131989 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 264000 1732.5 360 359 7.5 0 0 0.375 7.875 GLENDALE AZ 85308 PUD 264000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 228000 1448.75 360 359 7.25 0 0 0.375 7.625 FREDERICKSBURG VA 22407 Single Family 228000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 163968 1076.04 360 359 7.5 0 0 0.375 7.875 QUEEN CREEK AZ 85243 PUD 163968 20060401 70.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 129600 756 360 359 6.625 0 0 0.375 7 BALLWIN MO 63011 Single Family 129600 20060401 80.00 No MI 100386000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 143520.13 907.97 360 359 6.125 0 0 0.375 6.5 ORLANDO FL 32828 PUD 143650 20060401 65.00 No MI 100386000000000000 2.25 20110301 11.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 WALN
GROUP II G01 107250 603.28125 360 359 6.375 0 0 0.375 6.75 SAN ANTONIO TX 78213 2-4 Family 107250 20060401 65.00 No MI 100386000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 181000 1055.833333 360 359 6.625 0 0 0.375 7 SURPRISE AZ 85379 PUD 181000 20060401 61.99 No MI 100386000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 407960 2337.270833 360 359 6.5 0 0 0.375 6.875 ROUND HILL VA 20141 PUD 407960 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 676000 4647.5 360 359 7.875 0 0 0.375 8.25 STAFFORD VA 22556 PUD 676000 20060401 80.00 No MI 100298000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 156000 812.5 360 359 5.875 0 0 0.375 6.25 RICHFIELD MN 55423 Single Family 156000 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 236000 1278.333333 360 359 6.125 0 0 0.375 6.5 PHOENIX AZ 85024 Single Family 236000 20060401 80.00 No MI 100392000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 180000 1068.75 360 359 6.75 0 0 0.375 7.125 LAKEWOOD TWP. NJ 8701 Condominium 180000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 559200 3669.75 360 359 7.5 0 0 0.375 7.875 SCOTTSDALE AZ 85258 PUD 559200 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 172640 989.0833333 360 359 6.5 0 0 0.375 6.875 PHOENIX AZ 85008 2-4 Family 172640 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 147200 981.3333333 360 359 7.625 0 0 0.375 8 SEMINOLE FL 33772 Single Family 147200 20060401 80.00 No MI 100386000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 111240 672.075 360 358 6.875 0 0 0.375 7.25 PHOENIX AZ 85051 Townhouse 111240 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G03 468000 2778.75 360 359 6.75 0 0 0.375 7.125 BELLFLOWER CA 90706 Single Family 468000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 196000 1102.5 360 359 6.375 0 0 0.375 6.75 BLAINE MN 55449 Condominium 196000 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 197313.05 1398.6 360 358 7.25 0 0 0.375 7.625 NORTH BRANCH MN 55056 Single Family 197600 20060301 80.00 No MI 2.25 20110201 12.625 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 WALN
GROUP II G03 870000 5437.5 360 358 7.125 0 0 0.375 7.5 MARCO ISLAND FL 34145 Single Family 870000 20060301 66.92 No MI 100386000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP I G01 178800 1210.625 360 358 7.75 0 0 0.375 8.125 PHOENIX AZ 85027 Single Family 178800 20060301 80.00 No MI 100386000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G01 290000 1601.041667 360 359 6.25 0 0 0.375 6.625 GLENDALE AZ 85310 PUD 290000 20060401 58.00 No MI 100386000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 179000 1006.875 360 359 6.375 0 0 0.375 6.75 LAS VEGAS NV 89115 Single Family 179000 20060401 73.97 No MI 100386000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 149850 874.125 360 359 6.625 0 0 0.375 7 NORFOLK VA 23504 2-4 Family 149850 20060401 75.00 No MI 100386000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 269625 1488.554688 360 359 6.25 0 0 0.375 6.625 BELLINGHAM WA 98226 PUD 269625 20060401 75.00 No MI 100386000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 66454.59 493.77 360 359 7.75 0 0 0.375 8.125 HOPKINS MN 55343 Condominium 66500 20060401 78.24 No MI 100386000000000000 2.25 20110301 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 WALN
GROUP II G02 342400 2140 360 358 7.125 0 0 0.375 7.5 QUEEN CREEK AZ 85242 Single Family 342400 20060301 80.00 No MI 100392000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G01 104000 639.1666667 360 359 7 0 0 0.375 7.375 SUN CITY AZ 85351 Condominium 104000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G03 692000 3964.583333 360 359 6.5 0 0 0.375 6.875 IRVINE CA 92604 Single Family 692000 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 178400 1096.416667 360 358 7 0 0 0.375 7.375 PHOENIX AZ 85032 Single Family 178400 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G01 221000 1220.104167 360 359 6.25 0 0 0.375 6.625 MESA AZ 85213 Single Family 221000 20060401 65.00 No MI 100386000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 192750 1064.140625 360 359 6.25 0 0 0.375 6.625 GLENDALE AZ 85302 Single Family 192750 20060401 75.00 No MI 100386000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 131478.99 909.48 360 359 7 0 0 0.375 7.375 MOORHEAD MN 56560 Single Family 131680 20060401 80.00 No MI 2.25 20110301 12.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360301 WALN
GROUP I G01 320000 2133.333333 360 359 7.625 0 0 0.375 8 RIVERSIDE CA 92509 Single Family 320000 20060401 80.00 No MI 100386000000000000 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 569600 3856.666667 360 359 7.75 0 0 0.375 8.125 ALPHARETTA GA 30005 PUD 569600 20060401 80.00 No MI 100386000000000000 2.25 20110301 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 208500 1216.25 360 358 6.625 0 0 0.375 7 MANASSAS VA 20110 Townhouse 208500 20060301 75.00 No MI 2.25 20110201 12 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP I G01 479978.74 3149.860481 360 359 7.5 0 0 0.375 7.875 SEDONA AZ 86351 Single Family 480000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 211920 1280.35 360 359 6.875 0 0 0.375 7.25 BUCKEYE AZ 85326 PUD 211920 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 280000 1604.166667 360 359 6.5 0 0 0.375 6.875 EDINA MN 55424 Single Family 280000 20060401 63.35 No MI 100386000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 467030 3064.884375 360 359 7.5 0 0 0.375 7.875 CHANDLER AZ 85249 PUD 467030 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G03 584000 3710.833333 360 359 7.25 0 0 0.375 7.625 PALM DESERT CA 92211 PUD 584000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 252000 1417.5 360 359 6.375 0 0 0.375 6.75 SARASOTA FL 34239 Single Family 252000 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 228319.53 1598.83 360 358 7.125 0 0 0.375 7.5 DOVER TWP. NJ 8755 Single Family 228660 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 WALN
GROUP II G01 220000 1237.5 360 359 6.375 0 0 0.375 6.75 ALEXANDRIA VA 22303 Single Family 220000 20060401 57.89 No MI 100386000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 392000 2368.333333 360 359 6.875 0 0 0.375 7.25 GARFIELD NJ 7026 2-4 Family 392000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 103500 646.875 360 358 7.125 0 0 0.375 7.5 BALTIMORE MD 21206 Single Family 104000 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 325960.52 2395.01 360 358 7.625 0 0 0.375 8 New Brunswick NJ 8901 2-4 Family 326400 20060301 80.00 No MI 100234000000000000 2.25 20110201 13 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G01 250987 1542.524271 360 358 7 0 0 0.375 7.375 palm beach gardens FL 33410 Condominium 250987 20060301 75.00 No MI 100139000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 375000 2304.6875 360 358 7 0 0 0.375 7.375 Spring Valley CA 91977 Single Family 375000 20060301 71.43 No MI 100196000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 82319.79 540.2236219 360 358 7.5 0 0 0.375 7.875 CINCINNATI OH 45219 2-4 Family 82320 20060301 80.00 No MI 100204000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 93920 606.5666667 360 359 7.375 0 0 0.375 7.75 SAN ANTONIO TX 78253 PUD 93920 20060401 80.00 No MI 2.25 20090301 13.75 1.875 1 First Lien N Y 120 Prepay 360 36 N 20360301 AFL2
GROUP I G01 383926 2599.498958 360 358 7.75 0 0 0.375 8.125 Atlanta GA 30363 PUD 383926 20060301 80.00 No MI 100266000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 661599.88 4134.99925 360 357 7.125 0 0 0.375 7.5 BOYDS MD 20841 PUD 661600 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 803140 4350.341667 360 358 6.125 0 0 0.375 6.5 DUBLIN CA 94568 PUD 803140 20060301 65.00 No MI 100057000000000000 2.25 20110201 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 89132.84 662.68 360 358 7.75 0 0 0.375 8.125 Tampa FL 33610 Single Family 89250 20060301 75.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G02 284477 1629.816146 360 358 6.5 0 0 0.375 6.875 Hesperia CA 92344 Single Family 284477 20060301 80.00 No MI 100034000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 171612 1001.07 360 358 6.625 0 0 0.375 7 NORTHFIELD CENTER OH 44067 PUD 171612 20060301 80.00 No MI 100028000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 2000000 13125 360 359 7.5 0 0 0.375 7.875 San Diego CA 92130 Single Family 2000000 20060401 63.49 No MI 100133000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 359527.43 2672.99 360 358 7.75 0 0 0.375 8.125 Houston TX 77004 2-4 Family 360000 20060301 80.00 No MI 100199000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 189000 1260 360 358 7.625 0 0 0.375 8 Palm Beach gardens FL 33410 Condominium 189000 20060301 79.99 No MI 100139000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 180000 1106.25 360 358 7 0 0 0.375 7.375 Salt Lake City UT 84106 2-4 Family 180000 20060301 75.00 No MI 100185000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP I G01 224900 1522.760417 360 357 7.75 0 0 0.375 8.125 Denver CO 80211 2-4 Family 224900 20060201 74.99 No MI 100185000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360101 AFL2
GROUP II G02 417000 2171.875 360 358 5.875 0 0 0.375 6.25 LAUREL MD 20707 PUD 417000 20060301 61.19 No MI 100028000000000000 2.25 20110201 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 173124 973.8225 360 358 6.375 0 0 0.375 6.75 Surprise AZ 85379 PUD 173124 20060301 80.00 No MI 100200000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 320000 1866.666667 360 358 6.625 0 0 0.375 7 SILVER SPRING MD 20906 PUD 320000 20060301 80.00 No MI 100213000000000000 2.25 20110201 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 369600 2541 360 357 7.875 0 0 0.375 8.25 Peoria AZ 85382 PUD 369600 20060201 80.00 No MI 100101000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G03 455475 2846.71875 360 358 7.125 0 0 0.375 7.5 Waldorf MD 20603 PUD 455475 20060301 80.00 No MI 100289000000000000 2.25 20110201 13.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 324800 2063.833333 360 358 7.25 0 0 0.375 7.625 ORLANDO FL 32837 PUD 324800 20060301 80.00 No MI 100252000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 300000 1843.75 360 358 7 0 0 0.375 7.375 HERNDON VA 20170 PUD 300000 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G03 432000 2475 360 358 6.5 0 0 0.375 6.875 Springfield VA 22150 Single Family 432000 20060301 80.00 No MI 100213000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G01 130000 731.25 360 359 6.375 0 0 0.375 6.75 HOUSTON TX 77008 Single Family 130000 20060401 65.00 No MI 100386000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 93032 523.305 360 359 6.375 0 0 0.375 6.75 EVERETT WA 98204 Condominium 93032 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 193900 1232.072917 360 358 7.25 0 0 0.375 7.625 Tallahassee FL 32308 PUD 193900 20060301 70.00 No MI 100425000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 63200 421.3333333 360 358 7.625 0 0 0.375 8 Suffolk VA 23434 Single Family 63200 20060301 80.00 No MI 100213000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 191992 1319.945 360 357 7.875 0 0 0.375 8.25 PORT SAINT LUCIE FL 34953 Single Family 191992 20060201 80.00 No MI 100059000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 190374 1249.329375 360 358 7.5 0 0 0.375 7.875 Houston TX 77095 Single Family 190374 20060301 75.00 No MI 100199000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 82788.43 572.67 360 358 7 0 0 0.375 7.375 COLUMBIA MO 65202 2-4 Family 82915 20060301 70.00 No MI 100425000000000000 2.25 20110201 12.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 155779.09 1117.6 360 358 7.375 0 0 0.375 7.75 RIVERVIEW FL 33569 Single Family 156000 20060301 80.00 No MI 100061000000000000 2.25 20110201 12.75 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP II G01 173494.47 1102.412778 360 358 7.25 0 0 0.375 7.625 Bakersfield CA 93307 Single Family 173625 20060301 75.00 No MI 100022000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 295920 1849.5 360 358 7.125 0 0 0.375 7.5 Springfield VA 22153 PUD 295920 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 105304.02 751.75 360 358 7.25 0 0 0.375 7.625 Ocala FL 34480 Single Family 106210 20060301 65.00 No MI 100173000000000000 2.25 20110201 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 AFL2
GROUP II G04 639999.99 3333.333281 360 356 5.875 0 0 0.375 6.25 Mount Pleasant SC 29466 PUD 640000 20060101 80.00 No MI 100229000000000000 2.25 20151201 12.25 1.875 2 First Lien N Y 120 No_PP 360 120 N 20351201 AFL2
GROUP II G01 161700 1027.46875 360 357 7.25 0 0 0.375 7.625 HIGHLANDS RANCH CO 80126 PUD 161700 20060201 70.00 No MI 100059000000000000 2.25 20110101 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 220000 1375 360 358 7.125 0 0 0.375 7.5 Germantown MD 20874 Townhouse 220000 20060301 80.00 No MI 100213000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 457100 3094.947917 360 357 7.75 0 0 0.375 8.125 Sacramento CA 95838 2-4 Family 457100 20060201 70.00 No MI 100173000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G02 187500 1152.34375 360 358 7 0 0 0.375 7.375 LANCASTER CA 93534 Single Family 187500 20060301 75.00 No MI 100311000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP II G01 199200 1245 360 357 7.125 0 0 0.375 7.5 VANCOUVER WA 98661 Single Family 199200 20060201 80.00 No MI 100074000000000000 2.25 20110101 13.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 93000 639.375 360 357 7.875 0 0 0.375 8.25 Pennsauken NJ 8110 Single Family 93000 20060201 78.81 No MI 100136000000000000 2.25 20110101 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G04 300000 1718.75 360 358 6.5 0 0 0.375 6.875 Margate NJ 8402 Single Family 300000 20060301 49.34 No MI 100087000000000000 2.25 20160201 11.875 1.875 1 First Lien N Y 120 No_PP 360 120 N 20360201 AFL2
GROUP II G02 402000 2303.125 360 358 6.5 0 0 0.375 6.875 Hollister CA 95023 Single Family 402000 20060301 80.00 No MI 100063000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 260000 1760.416667 360 358 7.75 0 0 0.375 8.125 North Port FL 34287 Single Family 260000 20060301 74.93 No MI 100418000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 AFL2
GROUP II G02 98950 618.4375 360 357 7.125 0 0 0.375 7.5 Atlanta GA 30305 Condominium 98950 20060201 80.00 No MI 100066000000000000 2.25 20110101 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G03 495992 2376.628333 360 357 5.375 0 0 0.375 5.75 ELK GROVE CA 95624 Single Family 495992 20060201 80.00 No MI 100063000000000000 2.25 20110101 10.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 317552 1819.308333 360 357 6.5 0 0 0.375 6.875 STAFFORD VA 22554 Townhouse 317552 20060201 80.00 No MI 2.375 20080101 11.875 1.875 1 First Lien N Y 120 No_PP 360 24 N 20360101 AFL2
GROUP II G02 399858.84 2415.813825 360 358 6.875 0 0 0.375 7.25 SPRINGFIELD VA 22153 Single Family 399920 20060301 80.00 No MI 1002930-0013306154 2.25 20110201 12.25 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 265574.27 1742.831147 360 357 7.5 0 0 0.375 7.875 SOMERSET NJ 8873 Condominium 265820 20060201 80.00 No MI 100057000000000000 2.25 20110101 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 149378.97 840.2567063 360 357 6.375 0 0 0.375 6.75 GRAND PRAIRIE TX 75054 PUD 149397 20060201 95.00 GE Capital MI 100057000000000000 2.25 20110101 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 204453 1171.345313 360 358 6.5 0 0 0.375 6.875 Firestone CO 80520 PUD 204453 20060301 80.00 No MI 100213000000000000 2.25 20110201 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 257976 1746.7125 360 357 7.75 0 0 0.375 8.125 Austin TX 78739 Single Family 257976 20060201 80.00 No MI 100266000000000000 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 267200 1809.166667 360 357 7.75 0 0 0.375 8.125 Austin TX 78739 Single Family 267200 20060201 80.00 No MI 2.25 20110101 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G01 201500 1070.46875 360 357 6 0 0 0.375 6.375 Manassas VA 20109 PUD 201500 20060201 65.00 No MI 100213000000000000 2.25 20110101 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP II G02 400000 2458.333333 360 357 7 0 0 0.375 7.375 HERNDON VA 20170 PUD 400000 20060201 80.00 No MI 100213000000000000 2.25 20110101 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360101 AFL2
GROUP II G01 240000 1500 360 358 7.125 0 0 0.375 7.5 Woodbridge NJ 7095 2-4 Family 240000 20060301 75.00 No MI 100234000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP II G02 264800 1682.583333 360 358 7.25 0 0 0.375 7.625 HYATTSVILLE MD 20784 Single Family 264800 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 560000 3616.666667 360 359 7.375 0 0 0.375 7.75 BLAINE MN 55449 Single Family 560000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 164000 1007.916667 360 357 7 0 0 0.375 7.375 Chicopee MA 1020 2-4 Family 164000 20060201 80.00 No MI 100284000000000000 2.25 20110101 12.375 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP II G02 416000 2340 360 359 6.375 0 0 0.375 6.75 WEST COVINA CA 91792 PUD 416000 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 193609.91 1169.72654 360 358 6.875 0 0 0.375 7.25 DELTONA FL 32738 Single Family 193640 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G01 174760 1037.6375 360 359 6.75 0 0 0.375 7.125 PHOENIX AZ 85008 2-4 Family 174760 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 103791.23 718.31 360 358 7 0 0 0.375 7.375 PHOENIX AZ 85032 Townhouse 104000 20060301 77.04 No MI 100386000000000000 2.25 20110201 12.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 WALN
GROUP I G01 290500 1876.145833 360 359 7.375 0 0 0.375 7.75 TUCSON AZ 85705 2-4 Family 290500 20060401 70.00 No MI 100386000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 143893 884.3423958 360 359 7 0 0 0.375 7.375 RUNNEMEDE NJ 8078 Single Family 144000 20060401 77.84 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 287999.73 1589.998509 360 359 6.25 0 0 0.375 6.625 TOMS RIVER NJ 8753 Single Family 288000 20060401 77.84 No MI 100386000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 1267500 8714.0625 360 359 7.875 0 0 0.375 8.25 FRISCO TX 75034 PUD 1267500 20060401 75.00 No MI 100386000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 180000 881.25 360 359 5.5 0 0 0.375 5.875 WESTMINSTER MD 21157 Single Family 180000 20060401 80.00 No MI 100386000000000000 2.25 20090301 11.875 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360301 WALN
GROUP I G01 400000 2625 360 358 7.5 0 0 0.375 7.875 FOUNTAIN HILLS AZ 85268 PUD 400000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G03 514992.64 3111.413867 360 358 6.875 0 0 0.375 7.25 GAINESVILLE VA 20155 PUD 515000 20060301 72.54 No MI 100386000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G02 136772.36 840.5801292 360 358 7 0 0 0.375 7.375 TUCSON AZ 85745 Townhouse 136800 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 163530 1073.165625 360 359 7.5 0 0 0.375 7.875 QUEEN CREEK AZ 85243 PUD 163530 20060401 75.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 392000 2327.5 360 358 6.75 0 0 0.375 7.125 PALMDALE CA 93551 Single Family 392000 20060301 80.00 No MI 1003345-0000011828 2.25 20110201 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G01 238000 1338.75 360 359 6.375 0 0 0.375 6.75 NORTH LAS VEGAS NV 89031 PUD 238000 20060401 70.00 No MI 100386000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 203200 1143 360 359 6.375 0 0 0.375 6.75 VICTORVILLE CA 92394 Single Family 203200 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 151200 913.5 360 358 6.875 0 0 0.375 7.25 KINGMAN AZ 86401 Single Family 151200 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G02 223920 1376.175 360 358 7 0 0 0.375 7.375 NORTH LAS VEGAS NV 89086 Single Family 223920 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G01 332000 1867.5 360 359 6.375 0 0 0.375 6.75 TUCSON AZ 85705 2-4 Family 332000 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 165560 1086.4875 360 359 7.5 0 0 0.375 7.875 PORT ST LUCIE FL 34983 Single Family 165560 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 237500 1756.510417 360 359 8.5 0 0 0.375 8.875 PHOENIX AZ 85020 Single Family 237500 20060401 94.43 Radian Guaranty 100386000000000000 4.5 20110301 13.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 328000 1742.5 360 359 6 0 0 0.375 6.375 RIVERSIDE CA 92503 Single Family 328000 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.375 4.125 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G03 504000 3097.5 360 358 7 0 0 0.375 7.375 PHOENIX AZ 85016 Single Family 504000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G03 694343 4122.661563 360 359 6.75 0 0 0.375 7.125 CORONA CA 92882 PUD 694343 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 196000 1204.583333 360 359 7 0 0 0.375 7.375 MINNEAPOLIS MN 55412 Single Family 196000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 157473.96 1061.79 360 359 6.75 0 0 0.375 7.125 ALEXANDRIA VA 22306 Condominium 157600 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 WALN
GROUP II G02 162400 879.6666667 360 359 6.125 0 0 0.375 6.5 LAUREL MD 20707 Single Family 162400 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 190400 1190 360 359 7.125 0 0 0.375 7.5 PEORIA AZ 85345 Single Family 190400 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 690000 4743.75 360 359 7.875 0 0 0.375 8.25 LAKE MARY FL 32746 PUD 690000 20060401 75.00 No MI 100386000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 336000 2100 360 358 7.125 0 0 0.375 7.5 ROCKVILLE MD 20850 PUD 336000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G02 237750 1436.40625 360 358 6.875 0 0 0.375 7.25 STERLING VA 20164 Condominium 237750 20060301 75.00 No MI 100386000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G02 311920 1754.55 360 359 6.375 0 0 0.375 6.75 GILBERT AZ 85297 PUD 311920 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 280000 1750 360 359 7.125 0 0 0.375 7.5 PEORIA AZ 85382 PUD 280000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G03 728000 4625.833333 360 359 7.25 0 0 0.375 7.625 LOS ANGELES CA 90027 Single Family 728000 20060401 80.00 No MI 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 213600 1335 360 359 7.125 0 0 0.375 7.5 EVERETT WA 98201 Single Family 213600 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 276250 1438.802083 360 359 5.875 0 0 0.375 6.25 PHOENIX AZ 85085 PUD 276250 20060401 65.00 No MI 100386000000000000 2.25 20110301 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 247920 1497.85 360 359 6.875 0 0 0.375 7.25 ALBERTVILLE MN 55301 Single Family 247920 20060401 70.83 No MI 100386000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 166814.05 1055.34 360 359 6.125 0 0 0.375 6.5 TUCSON AZ 85757 PUD 166965 20060401 65.00 No MI 100386000000000000 2.25 20110301 11.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 WALN
GROUP II G03 1067917 6674.48125 360 359 7.125 0 0 0.375 7.5 YORBA LINDA CA 92886 PUD 1067917 20060401 75.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G03 808000 4881.666667 360 358 6.875 0 0 0.375 7.25 MANASSAS VA 20112 Single Family 808000 20060301 80.00 No MI 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 234400 1513.833333 360 359 7.375 0 0 0.375 7.75 EVERETT WA 98208 Single Family 234400 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 72000 465 360 358 7.375 0 0 0.375 7.75 CONWAY SC 29527 Single Family 72000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 620000 4197.916667 360 358 7.75 0 0 0.375 8.125 MIRA LOMA CA 91752 Single Family 620000 20060301 80.00 No MI 1003345-0000011112 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G01 167872.16 1160.34 360 359 7 0 0 0.375 7.375 KINGMAN AZ 86401 Single Family 168000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 WALN
GROUP I G01 189760 1245.3 360 359 7.5 0 0 0.375 7.875 PORT ST LUCIE FL 34983 Single Family 189760 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G03 472000 2900.833333 360 358 7 0 0 0.375 7.375 GAINESVILLE VA 20155 PUD 472000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP I G01 158250 1022.03125 360 359 7.375 0 0 0.375 7.75 MARICOPA AZ 85239 PUD 158250 20060401 75.00 No MI 100386000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 392000 1878.333333 360 359 5.375 0 0 0.375 5.75 WALDORF MD 20601 PUD 392000 20060401 80.00 No MI 100386000000000000 2.25 20110301 10.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 362000 2224.791667 360 359 7 0 0 0.375 7.375 ONTARIO CA 91764 Condominium 362000 20060401 80.00 No MI 100386000000000000 2.25 20090301 13.375 1.875 1 First Lien N Y 120 Prepay 360 36 N 20360301 WALN
GROUP II G02 325600 1628 360 359 5.625 0 0 0.375 6 BURKE VA 22015 PUD 325600 20060401 80.00 No MI 100386000000000000 2.25 20110301 11 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 292800 1677.5 360 359 6.5 0 0 0.375 6.875 BELTSVILLE MD 20705 Single Family 292800 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G03 447000 2421.25 360 359 6.125 0 0 0.375 6.5 MANASSAS VA 20110 Single Family 447000 20060401 68.24 No MI 100386000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 269600 1628.833333 360 359 6.875 0 0 0.375 7.25 WASHINGTON DC 20017 Single Family 269600 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G03 433600 2710 360 358 7.125 0 0 0.375 7.5 HOLLIS NY 11423 Single Family 433600 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 216600 1489.125 360 358 7.875 0 0 0.375 8.25 SAYREVILLE NJ 8859 Condominium 216600 20060301 79.99 No MI 100386000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 160920 1039.275 360 358 7.375 0 0 0.375 7.75 PALM BAY FL 32908 Single Family 160920 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G01 368000 2223.333333 360 358 6.875 0 0 0.375 7.25 LAS VEGAS NV 89123 PUD 368000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G02 204000 1296.25 360 358 7.25 0 0 0.375 7.625 LYNDEN WA 98264 PUD 204000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP I G01 313600 2123.333333 360 358 7.75 0 0 0.375 8.125 HYATTSVILLE MD 20783 Single Family 313600 20060301 80.00 No MI 100386000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G02 235900 1474.375 360 358 7.125 0 0 0.375 7.5 NORTH LAS VEGAS NV 89031 PUD 235900 20060301 79.99 No MI 100386000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G03 2599200 16245 360 358 7.125 0 0 0.375 7.5 ALPHARETTA GA 30004 PUD 2599200 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G02 364000 2312.916667 360 358 7.25 0 0 0.375 7.625 ENGLEWOOD NJ 7631 2-4 Family 364000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G03 459280.13 3138.02 360 358 6.875 0 0 0.375 7.25 LAKE HAVASU CITY AZ 86406 Single Family 460000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 WALN
GROUP II G02 242000 1462.083333 360 358 6.875 0 0 0.375 7.25 TINTON FALLS NJ 7724 Condominium 242000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G01 162219.26 1146.72 360 358 7.125 0 0 0.375 7.5 RADNOR TWP. PA 19087 Single Family 164000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 WALN
GROUP II G03 718129.16 5028.75 360 358 7.125 0 0 0.375 7.5 FRANKLIN LAKES NJ 7417 Single Family 719000 20060301 79.98 No MI 1003671-0002005734 2.25 20110201 12.5 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 WALN
GROUP II G02 150460 862.0104167 360 358 6.5 0 0 0.375 6.875 SCOTTSDALE AZ 85251 Condominium 150460 20060301 80.00 No MI 1001949-7215041815 2.25 20110201 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP I G01 215847.55 1547.45 360 359 7.375 0 0 0.375 7.75 JERSEY CITY NJ 7305 Single Family 216000 20060401 80.00 No MI 1003671-0002005757 2.25 20110301 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 WALN
GROUP II G02 172000 1039.166667 360 358 6.875 0 0 0.375 7.25 PLAINFIELD NJ 7060 Single Family 172000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G02 360975 2218.492188 360 358 7 0 0 0.375 7.375 SOUTH RIDING VA 20152 Condominium 360975 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G01 113411.64 685.195325 360 358 6.875 0 0 0.375 7.25 CHARLOTTE NC 28216 PUD 114280 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G01 259200 1620 360 358 7.125 0 0 0.375 7.5 SPRINGFIELD PA 19064 Single Family 259200 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP I G01 175200 1131.5 360 358 7.375 0 0 0.375 7.75 CHESTER VA 23831 PUD 175200 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP I G01 340000 2302.083333 360 358 7.75 0 0 0.375 8.125 DEERFIELD BEACH FL 33441 Single Family 340000 20060301 80.00 No MI 100386000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G01 118473.33 829.62 360 358 7.125 0 0 0.375 7.5 YUKON OK 73099 PUD 118650 20060301 70.00 No MI 100386000000000000 2.25 20110201 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 WALN
GROUP II G03 1000000 6041.666667 360 358 6.875 0 0 0.375 7.25 MOUND MN 55364 Single Family 1000000 20060301 63.49 No MI 100386000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP I G01 95200 614.8333333 360 358 7.375 0 0 0.375 7.75 AUSTELL GA 30168 Single Family 95200 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G03 872000 5540.833333 360 358 7.25 0 0 0.375 7.625 LOS ALAMITOS CA 90720 Single Family 872000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G01 202400 1286.083333 360 358 7.25 0 0 0.375 7.625 CHANDLER AZ 85225 PUD 202400 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G03 455000 2654.166667 360 359 6.625 0 0 0.375 7 MURRELLS INLET SC 29576 PUD 455000 20060401 65.00 No MI 100386000000000000 2.25 20110301 12 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 770000 5293.75 360 359 7.875 0 0 0.375 8.25 WEEHAWKEN NJ 7086 Single Family 770000 20060401 70.00 No MI 100386000000000000 2.25 20110301 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 192800 1205 360 358 7.125 0 0 0.375 7.5 ANOKA MN 55303 Single Family 192800 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G02 172775.42 935.8668583 360 359 6.125 0 0 0.375 6.5 MAPLEWOOD MN 55109 Single Family 172800 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 315529.49 2209.52 360 358 7.125 0 0 0.375 7.5 ENID OK 73703 Single Family 316000 20060301 80.00 No MI 100392000000000000 2.25 20110201 12.5 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 WALN
GROUP II G01 218400 1228.5 360 358 6.375 0 0 0.375 6.75 BELLINGHAM WA 98229 Single Family 218400 20060301 80.00 No MI 100386000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G01 139950.08 874.688 360 359 7.125 0 0 0.375 7.5 PHOENIX AZ 85032 Condominium 140000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 133980 851.33125 360 358 7.25 0 0 0.375 7.625 ORLANDO FL 32824 Condominium 134000 20060301 78.82 No MI 100386000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G03 927960 5799.75 360 358 7.125 0 0 0.375 7.5 CORONA CA 92882 Single Family 927960 20060301 80.00 No MI 1003345-0000011838 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G04 88800 582.75 360 359 7.5 0 0 0.375 7.875 SALISBURY MD 21804 Single Family 88800 20060401 80.00 No MI 100386000000000000 2.25 20160301 12.875 1.875 1 First Lien N Y 120 No_PP 360 120 N 20360301 WALN
GROUP II G01 102400 640 360 359 7.125 0 0 0.375 7.5 GLENDALE AZ 85302 Townhouse 102400 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 320000 2033.333333 360 358 7.25 0 0 0.375 7.625 OLNEY MD 20832 PUD 320000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G02 197600 1235 360 359 7.125 0 0 0.375 7.5 SAINT PAUL MN 55122 Single Family 197600 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 180500 1447.760417 360 359 9.25 0 0 0.375 9.625 LAWRENCEVILLE GA 30043 Single Family 180500 20060401 95.00 Radian Guaranty 100386000000000000 2.25 20110301 14.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G01 230000 1221.875 360 358 6 0 0 0.375 6.375 FALLS CHURCH VA 22043 Condominium 230000 20060301 62.84 No MI 2.25 20110201 11.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 374500 1833.489583 360 359 5.5 0 0 0.375 5.875 COLORADO SPRINGS CO 80906 Single Family 374500 20060401 70.00 No MI 100386000000000000 2.25 20090301 11.875 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360301 WALN
GROUP II G01 175724.55 1200.64 360 358 6.875 0 0 0.375 7.25 PLEASANTVILLE NJ 8232 2-4 Family 176000 20060301 78.22 No MI 100386000000000000 2.25 20110201 12.25 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 WALN
GROUP II G01 217000 1356.25 360 358 7.125 0 0 0.375 7.5 MIAMI FL 33137 2-4 Family 217000 20060301 70.00 No MI 100386000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G02 338400 2150.25 360 358 7.25 0 0 0.375 7.625 PALMDALE CA 93550 Single Family 338400 20060301 80.00 No MI 1003345-0000011826 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP I G01 197627.76 1490.51 360 354 7.875 0 0 0.375 8.25 Royal Palm Beach FL 33411 Single Family 198400 20051101 80.00 No MI 100014000000000000 2.375 20071001 13.25 1.875 1 First Lien N N 0 No_PP 360 24 N 20351001 AFL2
GROUP II G01 156560 994.8083333 360 358 7.25 0 0 0.375 7.625 NORTH BRANCH NY 12766 Single Family 156560 20060301 79.47 No MI 100386000000000000 2.25 20110201 12.625 2 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G02 215686.33 1528.84 360 358 7.25 0 0 0.375 7.625 BLAINE WA 98230 Single Family 216000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.625 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 WALN
GROUP II G02 200000 1145.833333 360 359 6.5 0 0 0.375 6.875 FLORAL PARK NY 11001 Single Family 200000 20060401 62.50 No MI 100386000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 168800 1090.166667 360 359 7.375 0 0 0.375 7.75 BRICK NJ 8723 Condominium 168800 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 166965 1060.923438 360 358 7.25 0 0 0.375 7.625 COTTONWOOD AZ 86326 PUD 166965 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G02 174000 1069.375 360 359 7 0 0 0.375 7.375 BELLINGHAM WA 98229 Single Family 174000 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP II G02 417000 2519.375 360 358 6.875 0 0 0.375 7.25 SEDONA AZ 86351 Single Family 417000 20060301 78.83 No MI 100386000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 596000 3968.366667 360 358 7.615 0 0 0.375 7.99 NORTH HOLLYWOOD CA 91606 Single Family 596000 20060301 80.00 No MI 2.25 20110201 12.99 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G01 158590 991.1875 360 358 7.125 0 0 0.375 7.5 SCOTTSDALE AZ 85260 Condominium 158590 20060301 75.00 No MI 100386000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 998637.34 7424.61 360 358 7.75 0 0 0.375 8.125 ENGLEWOOD CLIFFS NJ 7632 Single Family 999950 20060301 78.74 No MI 100386000000000000 2.25 20110201 13.125 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 WALN
GROUP I G01 254400 1722.5 360 358 7.75 0 0 0.375 8.125 UPPER MARLBORO MD 20774 Single Family 254400 20060301 80.00 No MI 100386000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G03 636000 3975 360 358 7.125 0 0 0.375 7.5 SCOTTSDALE AZ 85251 Single Family 636000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G02 228594.75 1381.093281 360 358 6.875 0 0 0.375 7.25 APOPKA FL 32712 PUD 228594.75 20060301 75.00 No MI 100386000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G01 227990 1377.439583 360 358 6.875 0 0 0.375 7.25 SAINT LOUIS MO 63116 Single Family 228000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.25 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP I G01 201600 1386 360 358 7.875 0 0 0.375 8.25 QUEEN CREEK AZ 85243 PUD 201600 20060301 79.97 No MI 100386000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G03 588000 3736.25 360 358 7.25 0 0 0.375 7.625 HUNTINGTON BEACH CA 92647 Single Family 588000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 396000 2722.5 360 358 7.875 0 0 0.375 8.25 LEMON GROVE CA 91945 Single Family 396000 20060301 80.00 No MI 100386000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 299898.36 1968.082988 360 358 7.5 0 0 0.375 7.875 HENDERSON NV 89015 Single Family 300000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP I G01 156000 1040 360 358 7.625 0 0 0.375 8 MESA AZ 85212 Condominium 156000 20060301 80.00 No MI 100386000000000000 2.25 20110201 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 364800 2356 360 358 7.375 0 0 0.375 7.75 MURRIETA CA 92563 Single Family 364800 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP I G01 67912.96 510.87 360 358 7.875 0 0 0.375 8.25 COLLEGE PARK GA 30349 Condominium 68000 20060301 80.00 No MI 100386000000000000 2.25 20110201 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 WALN
GROUP I G01 265623.3 1905.66 360 358 7.375 0 0 0.375 7.75 PATERSON NJ 7502 Single Family 266000 20060301 80.00 No MI 1000612-0000533044 2.25 20110201 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 WALN
GROUP II G03 724000 4525 360 358 7.125 0 0 0.375 7.5 SCOTTSDALE AZ 85262 Single Family 724000 20060301 62.96 No MI 100386000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G02 308800 1833.5 360 359 6.75 0 0 0.375 7.125 SOMERSET NJ 8873 Single Family 308800 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G01 244654.93 1554.578201 360 358 7.25 0 0 0.375 7.625 CHANDLER AZ 85225 Single Family 246400 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP I G01 249600 1664 360 359 7.625 0 0 0.375 8 FLEMINGTON NJ 8822 Single Family 249600 20060401 80.00 No MI 1000612-0000533075 2.25 20110301 13 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP I G01 224862.62 1030.620342 360 359 5.125 0 0 0.375 5.5 ORANGE PARK FL 32065 PUD 225000 20060401 78.95 No MI 100386000000000000 2.25 20090301 11.5 1.875 1 First Lien N Y 120 No_PP 360 36 N 20360301 WALN
GROUP I G01 369875.45 2653.6 360 358 7.375 0 0 0.375 7.75 UNION CITY NJ 7087 2-4 Family 370400 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.75 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 WALN
GROUP II G02 247200 1545 360 358 7.125 0 0 0.375 7.5 MESA AZ 85209 PUD 247200 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP I G01 299000 1962.1875 360 358 7.5 0 0 0.375 7.875 AVONDALE AZ 85323 PUD 299000 20060301 78.68 No MI 100386000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G01 160000 1000 360 358 7.125 0 0 0.375 7.5 EAST HARTFORD CT 6118 Single Family 160000 20060301 78.05 No MI 100386000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G02 325127.18 2304.58 360 358 7.25 0 0 0.375 7.625 DUNELLEN NJ 8812 Single Family 325600 20060301 80.00 No MI 1000-612-000053307 2.25 20110201 12.625 1.875 1 First Lien N N 0 No_PP 360 60 N 20360201 WALN
GROUP II G02 134400 826 360 358 7 0 0 0.375 7.375 CHESTER MD 21619 Townhouse 134400 20060301 80.00 No MI 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G02 244000 1397.916667 360 359 6.5 0 0 0.375 6.875 ALPHARETTA GA 30022 PUD 244000 20060401 80.00 No MI 100386000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 160000 1100 360 358 7.875 0 0 0.375 8.25 EL MIRAGE AZ 85335 Single Family 160000 20060301 80.00 No MI 100386000000000000 2.25 20110201 13.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 172000 1110.833333 360 358 7.375 0 0 0.375 7.75 ATLANTA GA 30311 Single Family 172000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G01 254400 1219 360 359 5.375 0 0 0.375 5.75 RESTON VA 20194 Condominium 254400 20060401 78.76 No MI 2.25 20110301 10.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 795600 5138.25 360 359 7.375 0 0 0.375 7.75 FORT LAUDERDALE FL 33301 Single Family 795600 20060401 80.00 No MI 100386000000000000 2.25 20110301 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 WALN
GROUP I G01 291200 1971.666667 360 358 7.75 0 0 0.375 8.125 SEATTLE WA 98116 Single Family 291200 20060301 80.00 No MI 100386000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 281250 1845.703125 360 358 7.5 0 0 0.375 7.875 BAY SHORE NY 11706 Single Family 281250 20060301 75.00 No MI 100386000000000000 2.25 20110201 12.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 187759.4 1412.39 360 358 7.875 0 0 0.375 8.25 KISSIMMEE FL 34759 PUD 188000 20060301 80.00 No MI 100386000000000000 2.25 20110201 13.25 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 WALN
GROUP II G03 528000 3300 360 358 7.125 0 0 0.375 7.5 MESA AZ 85201 Single Family 528000 20060301 80.00 No MI 100392000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 448000 3033.333333 360 358 7.75 0 0 0.375 8.125 PALM BEACH GARDENS FL 33410 PUD 448000 20060301 80.00 No MI 100386000000000000 2.25 20110201 13.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP I G01 417000 2693.125 360 358 7.375 0 0 0.375 7.75 CAVE CREEK AZ 85331 PUD 417000 20060301 79.43 No MI 100386000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP II G04 241680 1359.45 360 358 6.375 0 0 0.375 6.75 JAMAICA NY 11434 Single Family 241680 20060301 80.00 No MI 100386000000000000 2.25 20160201 11.75 1.875 1 First Lien N Y 120 No_PP 360 120 N 20360201 WALN
GROUP II G01 271050 1524.65625 360 359 6.375 0 0 0.375 6.75 LANHAM MD 20706 Single Family 271050 20060401 65.00 No MI 100386000000000000 2.25 20110301 11.75 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 WALN
GROUP II G02 112822.51 705.1406875 360 358 7.125 0 0 0.375 7.5 PHOENIX AZ 85021 Condominium 113600 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 WALN
GROUP I G01 178000 1149.583333 360 358 7.375 0 0 0.375 7.75 BUFORD GA 30518 PUD 178000 20060301 80.00 No MI 100386000000000000 2.25 20110201 12.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 WALN
GROUP II G01 179920 1124.5 360 358 7.125 0 0 0.375 7.5 Lusby MD 20657 PUD 179920 20060301 80.00 No MI 010021800000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 55478.09 462.73 360 184 5.5 0 0 0.375 5.875 WILSON NC 27893 Single Family 74550 19910901 94.84 No MI 2.75 20060801 12 1.875 0 First Lien N N 0 No_PP 360 72 N 20210801 CALA
GROUP I G01 29712.41 312.11 360 138 6.5 0 0 0.375 6.875 SAN ANTONIO TX 78244 PUD 47175 19871101 99.31 No MI 2.88 20061001 10.875 2.375 0 First Lien N N 0 No_PP 360 72 N 20171001 CALA
GROUP I G01 92135.59 897.02 360 148 5.625 0 0 0.375 6 WEST MILFOR NJ 7421 CO-OP 150000 19880901 88.76 No MI 2.75 20060801 13.625 2.5 0 First Lien N N 0 No_PP 360 72 N 20180801 CALA
GROUP I G01 38999.97 355.54 360 156 5.375 0 0 0.375 5.75 CHARLOTTE NC 28226 Single Family 58212 19890501 95.43 No MI 2.75 20070401 12 2.375 0 First Lien N N 0 No_PP 360 84 N 20190401 CALA
GROUP I G01 90493.41 598.28 360 281 6.5 0 0 0.25 6.75 NEW YORK NY 10025 Single Family 405000 19991001 100.00 No MI 2 20060901 13.25 2.375 0 First Lien N N 0 No_PP 360 24 N 20290901 CALA
GROUP I G01 190503.51 1982.33 360 140 6.5 0 0 0.375 6.875 FENWICK ISLAND DE DE 19944 Single Family 297600 19880101 80.00 No MI 2.75 20061201 13 1.75 0 First Lien N N 0 No_PP 360 84 N 20171201 CALA
GROUP I G01 73846.21 484.22 360 281 6.25 0 0 0.5 6.75 NEWPORT NEWS VA 23602 Single Family 94500 19991001 99.00 No MI 2 20060901 13.75 2.375 0 First Lien N N 0 No_PP 360 24 N 20290901 CALA
GROUP I G01 223249.18 2323.07 360 140 6.5 0 0 0.375 6.875 BROOKLYN NY NY 11231 Condominium 348750 19880101 75.00 No MI 2.75 20061201 12 1.5 0 First Lien N N 0 No_PP 360 84 N 20171201 CALA
GROUP I G01 91152.04 639.35 360 280 6.375 0 0 0.25 6.625 ATLANTA GA 30327 Single Family 94500 19990901 75.00 No MI 2 20060801 13.25 2.375 0 First Lien N N 0 No_PP 360 24 N 20290801 CALA
GROUP I G01 121031.75 789.59 360 281 6.5 0 0 0.25 6.75 ROSLYN HEIGHTS NY 11577 Single Family 472000 19991001 90.00 No MI 2 20060901 13.375 1.75 0 First Lien N N 0 No_PP 360 24 N 20290901 CALA
GROUP I G01 371413.56 2975.67 360 191 5.375 0 0 0.375 5.75 RIVERDALE NY NY 10471 Condominium 495000 19920401 72.79 No MI 2.75 20070301 12.125 1.75 0 First Lien N N 0 No_PP 360 84 N 20220301 CALA
GROUP I G01 2286.76 41.55 299 90 8.75 0 0 0.375 9.125 ARLINGTON VA 22209 Single Family 39818 19881201 87.90 No MI 3.5 20061101 15.5 2.375 0 First Lien N N 0 No_PP 299 72 N 20131001 CALA
GROUP I G01 168355.68 1751.86 360 140 6.5 0 0 0.375 6.875 SCARSDALE NY NY 10583 Single Family 350000 19880101 52.24 No MI 2.75 20061201 12 3.125 0 First Lien N N 0 No_PP 360 84 N 20171201 CALA
GROUP I G01 247077.4 1851.1 360 217 5.5 0 0 0.375 5.875 NEW YORK NY NY 10011 Condominium 368000 19940601 76.66 No MI 2.75 20060501 10.75 2.375 0 First Lien N N 0 No_PP 360 72 N 20240501 CALA
GROUP I G01 20633.32 340.45 360 75 6.625 0 0 0.375 7 DALLAS TX 75236 Single Family 47400 19820801 92.94 No MI 2.5 20060701 16.875 2.375 0 First Lien N N 0 No_PP 360 72 N 20120701 CALA
GROUP I G01 2243285.03 14526.33 360 275 6.875 0 0 0.25 7.125 NANTUCKET MA 2554 Single Family 2350000 19990401 55.00 No MI 2.75 20070301 14 2.125 0 First Lien N N 0 No_PP 360 36 N 20290301 CALA
GROUP I G01 653745.47 4592.13 360 280 6.375 0 0 0.25 6.625 DULUTH GA 30097 2-4 Family 677757 19990901 100.00 No MI 2 20060801 13.375 2.5 0 First Lien N N 0 No_PP 360 24 N 20290801 CALA
GROUP I G01 848055.83 6167.46 360 229 5.5 0 0 0.375 5.875 NEW YORK NY NY 10021 PUD 1235000 19950601 65.00 No MI 2.75 20060501 12.25 1.75 0 First Lien N N 0 No_PP 360 72 N 20250501 CALA
GROUP I G01 122068.55 800.42 360 281 6.25 0 0 0.5 6.75 BALTIMORE MD 21244 Single Family 126300 19991001 71.00 No MI 2 20060901 13.75 2.375 0 First Lien N N 0 No_PP 360 24 N 20290901 CALA
GROUP I G01 623452.57 4946.57 360 209 6 0 0 0.375 6.375 HOUSTON TX TX 77019 2-4 Family 800000 19931001 50.00 No MI 2.75 20060901 9.5 1.5 0 First Lien N N 0 No_PP 360 72 N 20230901 CALA
GROUP I G01 39213.67 425.34 360 127 6 0 0 0.375 6.375 SLIDELL LA 70458 Single Family 64400 19861201 80.00 No MI 2.5 20061101 14.5 2.375 0 First Lien N N 0 No_PP 360 72 N 20161101 CALA
GROUP I G01 265096.44 1738.27 360 281 6.25 0 0 0.5 6.75 BERKELEY LAKE GA 30096 Single Family 274500 19991001 90.00 No MI 2 20060901 13.5 2.125 0 First Lien N N 0 No_PP 360 24 N 20290901 CALA
GROUP I G01 156038.44 1023.17 360 281 6.5 0 0 0.25 6.75 HOUSTON TX 77095 2-4 Family 162706 19991001 95.00 No MI 2 20060901 13.875 1.5 0 First Lien N N 0 No_PP 360 24 N 20290901 CALA
GROUP I G01 317742.18 2083.48 360 281 6.5 0 0 0.25 6.75 AUSTIN TX 78750 Single Family 329000 19991001 100.00 No MI 2 20060901 13 1.75 0 First Lien N N 0 No_PP 360 24 N 20290901 CALA
GROUP I G01 22244.4 156.59 360 281 6.5 0 0 0.25 6.75 NORTH ROYALTON OH 44133 Single Family 170000 19991001 75.00 No MI 2 20060901 13.375 1.75 0 First Lien N N 0 No_PP 360 24 N 20290901 CALA
GROUP I G01 554002.79 4579.49 360 214 6.75 0 0 0.375 7.125 NEW YORK NY NY 10019 Condominium 695000 19940301 71.65 No MI 2.75 20070201 10.375 1.75 0 First Lien N N 0 No_PP 360 84 N 20240201 CALA
GROUP I G01 221028.46 1464.26 360 282 5.5 0 0 0.5 6 HOUSTON TX 77030 Single Family 228546 19991101 70.00 No MI 2 20061001 13.75 2.375 0 First Lien N N 0 No_PP 360 24 N 20291001 CALA
GROUP I G01 399660.17 3277.13 360 197 6 0 0 0.375 6.375 COLUMBIA SC SC 29223 Condominium 520000 19921001 67.09 No MI 2.75 20060901 11.5 1.5 0 First Lien N N 0 No_PP 360 72 N 20220901 CALA
GROUP I G01 278111.79 2574.5 360 161 6 0 0 0.375 6.375 PELHAM MANOR NY NY 10803 Single Family 400000 19891001 74.34 No MI 2.75 20060901 14.375 2.375 0 First Lien N N 0 No_PP 360 72 N 20190901 CALA
GROUP I G01 283272.34 2297.02 360 195 5.75 0 0 0.375 6.125 BERWYN PA PA 19312 Single Family 630000 19920801 67.73 No MI 2.75 20060701 12.75 2.375 0 First Lien N N 0 No_PP 360 72 N 20220701 CALA
GROUP I G01 38365.62 264.44 360 278 6.125 0 0 0.25 6.375 NEW YORK NY 10040 Townhouse 40000 19990701 80.00 No MI 2 20060601 13.125 2.375 0 First Lien N N 0 No_PP 360 24 N 20290601 CALA
GROUP I G01 66693.53 437.32 360 281 6.5 0 0 0.25 6.75 LEWISTON NY 14092 Single Family 69000 19991001 78.00 No MI 2 20060901 13.375 1.75 0 First Lien N N 0 No_PP 360 24 N 20290901 CALA
GROUP I G01 207547.63 1949.14 360 161 6.25 0 0 0.375 6.625 AUSTIN TX TX 78746 Single Family 320000 19891001 72.73 No MI 2.75 20060901 13.5 1.75 0 First Lien N N 0 No_PP 360 84 N 20190901 CALA
GROUP I G01 139357.48 987.38 360 281 6.5 0 0 0.25 6.75 GALVESTON TX 77551 Single Family 238000 19991001 100.00 No MI 2 20060901 13.5 2.375 0 First Lien N N 0 No_PP 360 24 N 20290901 CALA
GROUP I G01 450657.35 3705.85 360 199 6.125 0 0 0.375 6.5 LOS ANGELES CA CA 90049 Condominium 580000 19921201 74.83 No MI 2.75 20061101 12 1.75 0 First Lien N N 0 No_PP 360 84 N 20221101 CALA
GROUP I G01 232788.3 1747.09 360 220 5.625 0 0 0.375 6 SPRINGFIELD VA VA 22152 Single Family 296000 19940901 88.36 No MI 2.75 20060801 10.875 2.375 0 First Lien N N 0 No_PP 360 72 N 20240801 CALA
GROUP I G01 331024.76 3040.63 360 178 6.875 0 0 0.375 7.25 NEW YORK NY NY 10007 Single Family 450000 19910301 62.06 No MI 2.95 20070201 14.625 2.375 0 First Lien N N 0 No_PP 360 84 N 20210201 CALA
GROUP I G01 21300.87 269.67 360 96 6.375 0 0 0.375 6.75 TEXAS CITY TX 77590 Single Family 49850 19840501 89.98 No MI 2 20070401 16.875 2.575 0 First Lien N N 0 No_PP 360 84 N 20140401 CALA
GROUP I G01 292818.1 2704.43 360 158 5.75 0 0 0.375 6.125 POUND RIDGE NY NY 10576 CO-OP 426000 19890701 80.00 No MI 2.75 20060601 15.875 2.125 0 First Lien N N 0 No_PP 360 72 N 20190601 CALA
GROUP I G01 9511.89 209.39 300 51 5 0 0 0.375 5.375 PITTSBURGH PA 15210 Condominium 31000 19850801 91.18 No MI 2 20060701 15 2.375 0 First Lien N N 0 No_PP 300 72 N 20100701 CALA
GROUP I G01 33595.28 377.92 360 129 7 0 0 0.375 7.375 MAGEE MS 39411 CO-OP 54000 19870201 90.00 No MI 3 20070101 14.5 1.625 0 First Lien N N 0 No_PP 360 84 N 20170101 CALA
GROUP I G01 391455.92 3243.4 360 213 6.75 0 0 0.375 7.125 BADEN PA PA 15005 Townhouse 500000 19940201 52.63 No MI 2.75 20070101 10.875 2.375 0 First Lien N N 0 No_PP 360 84 N 20240101 CALA
GROUP I G01 556080.62 4333.42 360 204 5.375 0 0 0.375 5.75 LOS ANGELES CA CA 90024 Single Family 1000000 19930501 52.63 No MI 2.75 20070401 10.875 2.375 0 First Lien N N 0 No_PP 360 84 N 20230401 CALA
GROUP I G01 224817.26 2317.89 360 142 6.5 0 0 0.375 6.875 NEW YORK NY NY 10024 Single Family 350000 19880301 73.68 No MI 2.5 20070201 14.75 2.275 0 First Lien N N 0 No_PP 360 84 N 20180201 CALA
GROUP I G01 143066.51 947.56 360 282 5.5 0 0 0.5 6 ORLANDO FL 32835 Single Family 149600 19991101 80.00 No MI 2 20061001 13.875 2.125 0 First Lien N N 0 No_PP 360 24 N 20291001 CALA
GROUP I G01 92960.43 615.63 360 282 5.5 0 0 0.5 6 SYLVAN LAKE MI 48320 Single Family 96000 19991101 45.00 No MI 2 20061001 13.375 1.5 0 First Lien N N 0 No_PP 360 24 N 20291001 CALA
GROUP I G01 284169.82 2051.46 360 228 5.375 0 0 0.375 5.75 WILLIAMSBURG VA VA 23185 Single Family 344000 19950501 80.00 No MI 2.75 20070401 13.25 1.875 0 First Lien N N 0 No_PP 360 84 N 20250401 CALA
GROUP I G01 208542.04 1216.495233 360 311 6.75 0 0 0.25 7 HEBER CITY UT 84032 Condominium 211100 20020401 79.99 No MI 2.75 20120301 12 2.375 2 First Lien N Y 120 No_PP 360 0 N 20320301 CALA
GROUP I G01 292466.03 2524.81 360 201 6.75 0 0 0.375 7.125 HOUSTON TX TX 77005 Single Family 405700 19930201 73.76 No MI 2.75 20070101 10.875 2.5 0 First Lien N N 0 No_PP 360 84 N 20230101 CALA
GROUP I G01 398249.7 2323.12325 360 311 6.75 0 0 0.25 7 MONTGOMERY TX 77356 PUD 398250 20020401 72.41 No MI 2.75 20120301 12 2.375 2 First Lien N Y 120 No_PP 360 0 N 20320301 CALA
GROUP I G01 62416.57 653.94 360 154 7.75 0 0 0.375 8.125 HOLLIS NY 11423 Condominium 84000 19890301 80.00 No MI 3.5 20060801 15.525 2.5 0 First Lien N N 0 No_PP 360 78 N 20190201 CALA
GROUP I G01 649993.94 3317.677402 360 319 5.75 0 0 0.375 6.125 FAIRFIELD CT 6430 Single Family 650000 20021201 40.63 No MI 2.25 20121101 12.125 2.5 2 First Lien N Y 120 No_PP 360 0 N 20321101 CALA
GROUP I G01 264394.78 2143.56 360 211 6.375 0 0 0.375 6.75 NEW YORK NY NY 10028 Condominium 330000 19931201 60.00 No MI 2.95 20061101 11.125 1.875 0 First Lien N N 0 No_PP 360 84 N 20231101 CALA
GROUP I G01 541198.75 2987.868099 360 312 6.375 0 0 0.25 6.625 KATY TX 77450 PUD 541200 20020501 80.00 No MI 2.75 20120401 11.625 2.5 2 First Lien N Y 120 No_PP 360 0 N 20320401 CALA
GROUP I G01 364000 2161.25 360 312 6.75 0 0 0.375 7.125 NEW YORK NY 10011 Single Family 364000 20020501 7.28 No MI 2 20120401 13.125 2.5 2 First Lien N Y 120 No_PP 360 0 N 20320401 CALA
GROUP I G01 551762.42 3218.614117 360 312 6.625 0 0 0.375 7 BROOKLINE MA 2445 Single Family 620500 20020501 47.73 No MI 2 20120401 12 1.625 1 First Lien N Y 120 No_PP 360 0 N 20320401 CALA
GROUP I G01 362854.09 1927.662353 360 313 6 0 0 0.375 6.375 AUSTIN TX 78734 Single Family 364000 20020601 66.18 No MI 2 20120501 11.375 1.625 1 First Lien N Y 120 No_PP 360 0 N 20320501 CALA
GROUP I G01 446284.76 3518.6 360 205 5.5 0 0 0.375 5.875 THE WOODLANDS TX TX 77380 Single Family 600000 19930601 79.47 No MI 2.75 20060501 11.375 2.625 0 First Lien N N 0 No_PP 360 72 N 20230501 CALA
GROUP I G01 52051.15 652.57 360 110 7 0 0 0.375 7.375 VIRGINIA BE VA 23451 Condominium 81000 19850701 90.00 No MI 3 20060601 18.75 1.205 0 First Lien N N 0 No_PP 360 216 N 20150601 CALA
GROUP I G01 1032416.37 7335.75 360 239 7 0 0 0.375 7.375 MIDDLEBURG VA VA 22117 PUD 1220000 19960401 52.47 No MI 3 20070301 12.29 0.745 0 First Lien N N 0 No_PP 360 84 N 20260301 CALA
GROUP I G01 227144.43 1489.42 360 281 6.25 0 0 0.5 6.75 EMPIRE MI 49630 Single Family 235000 19991001 50.00 No MI 2 20060901 13.5 2.625 0 First Lien N N 0 No_PP 360 24 N 20290901 CALA
GROUP I G01 279866.41 2130.79 360 218 5.75 0 0 0.375 6.125 NEW YORK NY NY 10128 Condominium 350000 19940701 37.84 No MI 2.75 20060601 11.625 1.5 0 First Lien N N 0 No_PP 360 72 N 20240601 CALA
GROUP I G01 25145.14 189.53 360 281 6.5 0 0 0.25 6.75 WOLCOTT CT 6716 Single Family 53000 19991001 97.00 No MI 2 20060901 13.5 2.375 0 First Lien N N 0 No_PP 360 24 N 20290901 CALA
GROUP I G01 827822.36 7185.28 360 168 5.375 0 0 0.375 5.75 HAVENFORD PA PA 19041 Single Family 1183000 19900501 70.00 No MI 2.75 20070401 14.5 1.75 0 First Lien N N 0 No_PP 360 84 N 20200401 CALA
GROUP I G01 274285.52 2248.04 360 193 5.5 0 0 0.375 5.875 NEW YORK NY NY 10028 PUD 375000 19920601 50.00 No MI 2.75 20060501 13 2.375 0 First Lien N N 0 No_PP 360 72 N 20220501 CALA
GROUP I G01 20308.96 214.61 360 134 6 0 0 0.375 6.375 ATHENS GA 30605 PUD 32666 19870701 79.66 No MI 3 20060601 15 2.375 0 First Lien N N 0 No_PP 360 72 N 20170601 CALA
GROUP I G01 9467.81 116.17 360 122 8.125 0 0 0.375 8.5 DALLAS TX 75232 PUD 16000 19860701 72.34 No MI 3 20060601 15.5 2.625 0 First Lien N N 0 No_PP 360 72 N 20160601 CALA
GROUP I G01 75280.32 2807.85 180 29 6 0 0 0.375 6.375 NEWPORT BEACH CA CA 92663 PUD 400000 19931001 48.47 No MI 2.75 20060901 11 2.625 0 First Lien N N 0 No_PP 180 72 N 20080901 CALA
GROUP I G01 78697.56 3479.07 180 24 5.375 0 0 0.375 5.75 LAWRENCE NY NY 11559 Condominium 400000 19930501 44.43 No MI 2.75 20070401 11.875 2.375 0 First Lien N N 0 No_PP 180 84 N 20080401 CALA
GROUP I G01 172402.41 1869.29 360 127 5.875 0 0 0.375 6.25 NEW YORK NY NY 10028 CO-OP 300000 19861201 37.50 No MI 2.5 20061101 12.875 2.375 0 First Lien N N 0 No_PP 360 84 N 20161101 CALA
GROUP I G01 320925.51 1905.495216 360 314 6.875 0 0 0.25 7.125 NORTH WOODMERE NY 11581 Single Family 340000 20020701 80.00 No MI 2.75 20120601 12.125 2.125 2 First Lien N Y 120 No_PP 360 0 N 20320601 CALA
GROUP I G01 67055.93 439.7 360 281 6.5 0 0 0.25 6.75 NEW YORK NY 10021 Single Family 75000 19991001 23.00 No MI 2 20060901 14.5 2.5 0 First Lien N N 0 No_PP 360 24 N 20290901 CALA
GROUP I G01 114370.24 690.79 360 320 5.25 0 0 0.375 5.625 SILVER SPRING MD 20906 Single Family 120000 20030101 57.14 No MI 2.75 20091201 11.625 1.75 2 First Lien N N 0 No_PP 360 0 N 20321201 CALA
GROUP I G01 151049.13 947.54 360 320 5.25 0 0 0.375 5.625 CHEVY CHASE MD 20815 Condominium 164600 20030101 76.92 No MI 2.75 20091201 11.625 2.375 2 First Lien N N 0 No_PP 360 0 N 20321201 CALA
GROUP I G01 364538.79 2369.68 360 315 5.875 0 0 0.25 6.125 IRVINE CA 92620 PUD 390000 20020801 69.64 No MI 2.75 20090701 11.125 2.375 2 First Lien N N 0 No_PP 360 0 N 20320701 CALA
GROUP I G01 12246.57 90.77 360 282 6.125 0 0 0.5 6.625 SAN MARCOS TX 78666 Condominium 33000 19991101 90.00 No MI 2.75 20061001 13.875 2.5 0 First Lien N N 0 No_PP 360 24 N 20291001 CALA
GROUP I G01 468543.69 3801.98 360 314 7.25 0 0 0.25 7.5 CHICAGO IL 60657 Single Family 543750 20020701 75.00 No MI 2.5 20090601 12.5 2.25 2 First Lien N N 0 No_PP 360 0 N 20320601 CALA
GROUP I G01 334615.7 2172.25 360 316 6 0 0 0.25 6.25 HAYMARKET VA 20168 PUD 352800 20020901 90.00 Radian Guaranty 2.75 20090801 11.25 2.25 2 First Lien N N 0 No_PP 360 0 N 20320801 CALA
GROUP I G01 456972.71 2709.43 360 311 6.625 0 0 0.25 6.875 CHANHASSEN MN 55317 Single Family 476000 20020401 76.16 No MI 2 20090301 12.875 2.5 2 First Lien N N 0 No_PP 360 0 N 20320301 CALA
GROUP I G01 487199.67 2966.78 360 309 6 0 0 0.25 6.25 FORT LAUDERDALE FL 33327 PUD 600000 20020201 66.12 No MI 2 20090101 12.25 1.75 2 First Lien N N 0 No_PP 360 0 N 20320101 CALA
GROUP I G01 119325 671.203125 360 311 6.5 0 0 0.25 6.75 CLAREMONT CA 91711 Single Family 120000 20020401 39.87 No MI 2 20090301 12.75 1.75 2 First Lien N Y 120 No_PP 360 0 N 20320301 CALA
GROUP I G01 39698.16 243.978275 360 313 7.125 0 0 0.25 7.375 COLUMBUS OH 43206 Single Family 40000 20020601 66.67 No MI 2 20090501 13.375 1.75 2 First Lien N Y 120 No_PP 360 0 N 20320501 CALA
GROUP I G01 254499.96 2404.75 360 148 5.375 0 0 0.375 5.75 WEST ISLIP NY NY 11795 Single Family 375000 19880901 75.00 No MI 2.5 20060801 16.5 1.75 0 First Lien N N 0 No_PP 360 72 N 20180801 CALA
GROUP I G01 485558.66 3961.98 360 212 6.5 0 0 0.375 6.875 KETCHUM ID ID 83340 Single Family 1340000 19940101 69.61 No MI 2.75 20061201 10.5 2.125 0 First Lien N N 0 No_PP 360 84 N 20231201 CALA
GROUP I G01 80512.21 545.62 360 276 5.75 0 0 0.25 6 NEW YORK NY 10021 Single Family 85500 19990501 95.00 No MI 2 20061001 13.75 2.375 0 First Lien N N 0 No_PP 360 30 N 20290401 CALA
GROUP I G01 119112.83 1547.58 360 256 5.625 0 0 0.375 6 STATEN ISLAND NY NY 10301 Single Family 600000 19970901 72.73 No MI 2.75 20060801 12.25 2.375 0 First Lien N N 0 No_PP 360 72 N 20270801 CALA
GROUP I G01 28493.07 325.84 360 117 5.875 0 0 0.375 6.25 CINCINNATI OH 45238 Single Family 48900 19860201 94.04 No MI 2.5 20070101 12.75 2.375 0 First Lien N N 0 No_PP 360 84 N 20160101 CALA
GROUP I G01 36175.34 337.92 360 190 7.625 0 0 0.375 8 LEWISTON ME 4240 Single Family 45400 19920301 73.23 No MI 2.5 20070201 12.75 2.125 0 First Lien N N 0 No_PP 360 84 N 20220201 CALA
GROUP I G01 447235.79 4040.69 360 176 6.5 0 0 0.375 6.875 HIGHLAND PARK NJ NJ 8904 Condominium 600000 19910101 46.15 No MI 2.75 20061201 13.625 2.125 0 First Lien N N 0 No_PP 360 84 N 20201201 CALA
GROUP I G01 131446.45 2750.56 180 56 6.5 0 0 0.375 6.875 DALLAS TX TX 75287 Condominium 346400 19960101 80.00 No MI 2.75 20061201 11.875 2.505 0 First Lien N N 0 No_PP 180 84 N 20101201 CALA
GROUP I G01 61934.95 693.89 360 126 6.5 0 0 0.375 6.875 WHITE PLAIN NY 10603 Single Family 101600 19861101 80.00 No MI 3 20061001 14 2.375 0 First Lien N N 0 No_PP 360 72 N 20161001 CALA
GROUP I G01 82837.7 526.3645521 360 301 7.125 0 0 0.5 7.625 SCRANTON PA 18504 Single Family 85000 20010601 65.38 No MI 2 20110501 13.625 2.745 2 First Lien N Y 120 No_PP 360 0 N 20310501 CALA
GROUP I G01 114894.65 807.32 360 280 6.125 0 0 0.5 6.625 SNELVILLE GA 30078 Single Family 119700 19990901 95.00 No MI 2 20060801 13.375 1.5 0 First Lien N N 0 No_PP 360 24 N 20290801 CALA
GROUP I G01 309862.39 2170.94 360 316 5.625 0 0 0.25 5.875 THOUSAND OAKS CA 91360 PUD 367000 20020901 44.48 No MI 2.75 20090801 10.875 1.5 2 First Lien N N 0 No_PP 360 0 N 20320801 CALA
GROUP I G01 405116.8 2616.8 360 316 6 0 0 0.25 6.25 DULUTH GA 30097 PUD 425000 20020901 79.44 No MI 2.5 20120801 11.25 2.5 2 First Lien N N 0 No_PP 360 0 N 20320801 CALA
GROUP I G01 35023.18 371.86 360 114 3.75 0 0 0.375 4.125 BALTIMORE MD 21202 Single Family 69375 19851101 69.91 No MI 1 20061001 14.5 2.25 0 First Lien N N 0 No_PP 360 72 N 20151001 CALA
GROUP I G01 323844.41 1748.06 360 317 4.25 0 0 0.25 4.5 FISHERS IN 46038 PUD 345000 20021001 42.86 No MI 2.75 20090901 9.5 0.625 2 First Lien N N 0 No_PP 360 0 N 20320901 CALA
GROUP I G01 597598.12 4204.05 360 279 6.375 0 0 0.25 6.625 HOUSTON TX 77056 Single Family 621250 19990801 79.00 No MI 2 20060701 13.5 2.5 0 First Lien N N 0 No_PP 360 24 N 20290701 CALA
GROUP I G01 348488.47 2169.76 360 316 5.625 0 0 0.25 5.875 BIRMINGHAM AL 35244 Single Family 366800 20020901 73.36 No MI 2.75 20090801 10.875 1.75 2 First Lien N N 0 No_PP 360 0 N 20320801 CALA
GROUP I G01 412899.82 2193.530294 360 317 6.125 0 0 0.25 6.375 BOULDER CO 80304 Single Family 412900 20021001 52.94 No MI 2.75 20120901 11.375 2.5 2 First Lien N Y 120 No_PP 360 0 N 20320901 CALA
GROUP I G01 385807.89 2402.24 360 317 5.625 0 0 0.25 5.875 HENDERSON NV 89015 Single Family 406100 20021001 79.63 No MI 2.75 20090901 10.875 2.5 2 First Lien N N 0 No_PP 360 0 N 20320901 CALA
GROUP I G01 437613.95 2721.08 360 317 5.625 0 0 0.25 5.875 EL CERRITO CA 94530 Single Family 460000 20021001 76.67 No MI 2.75 20090901 10.875 2.5 2 First Lien N N 0 No_PP 360 0 N 20320901 CALA
GROUP I G01 336544.7 1950.9 360 317 4.875 0 0 0.25 5.125 SAN FRANCISCO CA 94116 Single Family 358300 20021001 62.86 No MI 2.75 20090901 10.125 2.5 2 First Lien N N 0 No_PP 360 0 N 20320901 CALA
GROUP I G01 296413.5 1863.35 360 318 5.625 0 0 0.25 5.875 CHICAGO IL 60618 Single Family 315000 20021101 67.02 No MI 2.75 20091001 10.875 2.5 2 First Lien N N 0 No_PP 360 0 N 20321001 CALA
GROUP I G01 246664.62 2140.98 360 168 5.375 0 0 0.375 5.75 NEW YORK NY NY 10023 Single Family 350000 19900501 49.65 No MI 2.75 20070401 14.375 2.5 0 First Lien N N 0 No_PP 360 84 N 20200401 CALA
GROUP I G01 88331.8 584.04 360 283 5.5 0 0 0.5 6 LEDYARD CT 6339 Single Family 91000 19991201 64.00 No MI 2 20060501 13.875 2.375 0 First Lien N N 0 No_PP 360 18 N 20291101 CALA
GROUP I G01 302771.43 12896.71 180 25 5.5 0 0 0.375 5.875 MORELAND HILLS OH OH 44022 Single Family 1470000 19930601 70.00 No MI 2.75 20060501 13 1.5 0 First Lien N N 0 No_PP 180 72 N 20080501 CALA
GROUP I G01 40430.08 393.24 360 145 5.5 0 0 0.375 5.875 HILTON HEAD SC 29926 PUD 63252 19880601 85.48 No MI 2.75 20060501 14 2.375 0 First Lien N N 0 No_PP 360 72 N 20180501 CALA
GROUP I G01 111668.42 1077.46 180 23 6.75 0 0 0.375 7.125 HORSESHOE BAY TX TX 78654 Single Family 600000 19930401 67.04 No MI 2.75 20070301 11.875 2.375 0 First Lien N N 0 No_PP 180 84 N 20080301 CALA
GROUP I G01 104724.36 735.62 360 280 6.375 0 0 0.25 6.625 BROOKLYN NY 11203 PUD 110000 19990901 74.00 No MI 2 20060801 13.25 2.375 0 First Lien N N 0 No_PP 360 24 N 20290801 CALA
GROUP I G01 145970.01 1122.14 360 250 6.875 0 0 0.25 7.125 ERIE PA 16505 PUD 171000 19970301 90.00 No MI 2.75 20070201 13.375 1.75 0 First Lien N N 0 No_PP 360 60 N 20270201 CALA
GROUP I G01 55044.42 360.15 360 281 6.5 0 0 0.25 6.75 GAINESVILLE GA 30506 Condominium 71920 19991001 77.00 No MI 2 20060901 13.5 2.5 0 First Lien N N 0 No_PP 360 24 N 20290901 CALA
GROUP I G01 659206.56 4740.78 360 259 6.25 0 0 0.25 6.5 MANHATTAH BEACH CA 90266 Single Family 715000 19971201 100.00 No MI 2.75 20061101 13.25 1.75 0 First Lien N N 0 No_PP 360 48 N 20271101 CALA
GROUP I G01 295218.41 1835.66 360 317 5.625 0 0 0.25 5.875 SCOTTSDALE AZ 85260 Single Family 310320 20021001 80.00 No MI 2.75 20120901 10.875 2.5 2 First Lien N N 0 No_PP 360 0 N 20320901 CALA
GROUP I G01 269057.08 2284.13 360 183 5.875 0 0 0.375 6.25 MOHAWK NY NY 13407 Single Family 377625 19910801 60.81 No MI 2.9 20060701 13.625 2.5 0 First Lien N N 0 No_PP 360 72 N 20210701 CALA
GROUP I G01 473259.13 3665.11 360 208 5.625 0 0 0.375 6 NORTH CASTLE NY NY 10506 Single Family 599000 19930901 73.94 No MI 2.75 20060801 10.875 2.525 0 First Lien N N 0 No_PP 360 72 N 20230801 CALA
GROUP I G01 345592.49 2150.83 360 317 5.625 0 0 0.25 5.875 LAS VEGAS NV 89117 PUD 363600 20021001 80.00 No MI 2.75 20090901 10.875 2.375 2 First Lien N N 0 No_PP 360 0 N 20320901 CALA
GROUP I G01 25996.32 299.2 360 97 4.875 0 0 0.375 5.25 WEST PALM B FL 33411 Single Family 49800 19840601 94.86 No MI 2.5 20060501 12.75 2.5 0 First Lien N N 0 No_PP 360 72 N 20140501 CALA
GROUP I G01 3634.73 34.55 360 281 6.5 0 0 0.25 6.75 MOUNT LAUREL NJ 8054 Single Family 75000 19991001 61.00 No MI 2 20060901 13.375 2.125 0 First Lien N N 0 No_PP 360 24 N 20290901 CALA
GROUP I G01 345568.38 1799.835313 360 317 6 0 0 0.25 6.25 SOUTH ORANGE NJ 7306 Single Family 350000 20021001 77.78 No MI 2.75 20120901 11.25 1.75 2 First Lien N Y 120 No_PP 360 0 N 20320901 CALA
GROUP I G01 206143.57 1671.59 360 195 5.75 0 0 0.375 6.125 AUSTIN TX TX 78746 Single Family 269625 19920801 75.00 No MI 2.75 20060701 12.375 2.5 0 First Lien N N 0 No_PP 360 72 N 20220701 CALA
GROUP I G01 326806.98 2432 360 216 5.375 0 0 0.375 5.75 PALO ALTO CA CA 94301 Single Family 408000 19940501 79.76 No MI 2.75 20070401 11.625 2.375 0 First Lien N N 0 No_PP 360 84 N 20240401 CALA
GROUP I G01 452829.81 2547.167681 360 317 6.5 0 0 0.25 6.75 WAKE FOREST NC 27587 PUD 453000 20021001 58.45 No MI 2.75 20120901 11.75 2.375 2 First Lien N Y 120 No_PP 360 0 N 20320901 CALA
GROUP I G01 46074.77 634.79 360 93 6.25 0 0 0.375 6.625 CAMPBELL CA 95008 Single Family 96000 19840201 80.00 No MI 2.5 20070101 12.75 2.5 0 First Lien N N 0 No_PP 360 84 N 20140101 CALA
GROUP I G01 192123.52 1999.18 360 140 6.5 0 0 0.375 6.875 BROOKLYN NY NY 11209 Single Family 300000 19880101 58.81 No MI 2.75 20061201 12 2.125 0 First Lien N N 0 No_PP 360 84 N 20171201 CALA
GROUP I G01 367201.73 2283.34 360 317 5.625 0 0 0.25 5.875 UPPER BLACK EDDY PA 18972 Single Family 386000 20021001 15.44 No MI 2.75 20090901 10.875 2.375 2 First Lien N N 0 No_PP 360 0 N 20320901 CALA
GROUP I G01 398494.76 2200.023154 360 317 6.375 0 0 0.25 6.625 BOXFORD MA 1921 Single Family 412500 20021001 75.00 No MI 2.75 20120901 11.625 2.5 2 First Lien N Y 120 No_PP 360 0 N 20320901 CALA
GROUP I G01 344270.13 2218.34 360 319 5.75 0 0 0.25 6 ALISO VIEJO CA 92656 PUD 370000 20021201 63.79 No MI 2.5 20091101 11 2.5 2 First Lien N N 0 No_PP 360 0 N 20321101 CALA
GROUP I G01 499999.82 2708.332358 360 317 6.25 0 0 0.25 6.5 ANDOVER MA 18100 Single Family 500000 20021001 69.06 No MI 2.75 20120901 11.5 2.25 2 First Lien N Y 120 No_PP 360 0 N 20320901 CALA
GROUP I G01 353157.93 2218.34 360 319 5.75 0 0 0.25 6 GLEN ALLEN VA 24059 Single Family 370000 20021201 61.92 No MI 2.75 20121101 11 2.5 2 First Lien N N 0 No_PP 360 0 N 20321101 CALA
GROUP I G01 995072.22 4871.707744 360 319 5.5 0 0 0.375 5.875 BROOKLINE MA 2445 Single Family 1000000 20021201 33.03 No MI 2 20091101 10.875 2.5 1 First Lien N Y 120 No_PP 360 0 N 20321101 CALA
GROUP I G01 100203.93 657.05 360 281 6.5 0 0 0.25 6.75 LONGVIEW TX 75601 Condominium 103700 19991001 72.00 No MI 2 20060901 13 2.375 0 First Lien N N 0 No_PP 360 24 N 20290901 CALA
GROUP I G01 155086.36 1016.92 360 281 6.25 0 0 0.5 6.75 TUCKER GA 30084 Single Family 160550 19991001 95.00 No MI 2 20060901 13.5 1.75 0 First Lien N N 0 No_PP 360 24 N 20290901 CALA
GROUP I G01 152234.33 993.15 360 281 6.25 0 0 0.5 6.75 LAND OLAKES FL 34639 Single Family 157500 19991001 70.00 No MI 2 20060901 13.5 1.5 0 First Lien N N 0 No_PP 360 24 N 20290901 CALA
GROUP I G01 66186.83 438.32 360 282 5.5 0 0 0.5 6 GOSHEN VA 24439 Single Family 68400 19991101 90.00 No MI 2 20061001 13.75 1.5 0 First Lien N N 0 No_PP 360 24 N 20291001 CALA
GROUP I G01 56822.17 376.76 360 282 5.5 0 0 0.5 6 EAST LONGMEADOW MA 1028 Townhouse 60000 19991101 49.00 No MI 2 20061001 13.875 1.5 0 First Lien N N 0 No_PP 360 24 N 20291001 CALA
GROUP I G01 728009.29 4813.5 360 283 5.5 0 0 0.5 6 CARNATION WA 98014 Single Family 750000 19991201 99.00 No MI 2 20061101 14.125 1.5 0 First Lien N N 0 No_PP 360 24 N 20291101 CALA
GROUP I G01 428500 2053.229167 360 319 5.375 0 0 0.375 5.75 ROCHESTER NY 14618 Single Family 428500 20021201 69.11 No MI 2 20091101 10.75 1.5 1 First Lien N Y 120 No_PP 360 0 N 20321101 CALA
GROUP I G01 478703.92 2429.422394 360 319 5.715 0 0 0.375 6.09 RESTON VA 20194 PUD 484907 20021201 69.67 No MI 2 20121101 11.09 2.245 1 First Lien N Y 120 No_PP 360 0 N 20321101 CALA
GROUP I G01 219021.91 1996.47 360 178 6.75 0 0 0.375 7.125 SANDS POINT NY NY 11050 Single Family 300000 19910301 25.00 No MI 2.75 20070201 13.5 1.625 0 First Lien N N 0 No_PP 360 84 N 20210201 CALA
GROUP I G01 144109.4 940.15 360 281 6.25 0 0 0.5 6.75 BOALSBURG PA 16827 2-4 Family 150000 19991001 60.00 No MI 2 20060901 13.5 2.375 0 First Lien N N 0 No_PP 360 24 N 20290901 CALA
GROUP I G01 285509.49 2179.44 360 282 7.25 0 0 0.375 7.625 WEXFORD PA 15090 Single Family 307920 19991101 80.00 No MI 2.75 20091001 12.625 3.125 2 First Lien N N 0 No_PP 360 0 N 20291001 CALA
GROUP I G01 47860.98 289.1600875 360 279 7 0 0 0.25 7.25 SUFFOLK VA 23434 Single Family 50000 19990801 61.73 No MI 2 20090701 13.25 2.375 2 First Lien N Y 120 No_PP 360 0 N 20290701 CALA
GROUP I G01 499661.38 2966.739444 360 279 6.875 0 0 0.25 7.125 BOXFORD MA 1921 Single Family 500000 19990801 69.93 No MI 2 20090701 13.125 1.75 2 First Lien N Y 120 No_PP 360 0 N 20290701 CALA
GROUP I G01 264347.03 2143.55 360 195 5.75 0 0 0.375 6.125 ATLANTA GA GA 30327 Single Family 345000 19920801 75.00 No MI 2.75 20060701 11.875 1.75 0 First Lien N N 0 No_PP 360 72 N 20220701 CALA
GROUP I G01 52086.83 365.88 360 280 6.375 0 0 0.25 6.625 ATHENS GA 30606 Single Family 54000 19990901 100.00 No MI 2 20060801 13.375 2.375 0 First Lien N N 0 No_PP 360 24 N 20290801 CALA
GROUP I G01 52785.74 366.18 360 268 5.75 0 0 0.25 6 FLOWER MOUND TX 75028 Manufactured Home 177811 19980901 50.00 No MI 2.75 20060801 13.125 1.75 0 First Lien N N 0 No_PP 360 36 N 20280801 CALA
GROUP I G01 327817.17 2149.54 360 281 6.5 0 0 0.25 6.75 MOUNTAINSIDE NJ 7092 Single Family 340000 19991001 76.00 No MI 2 20060901 13 2.5 0 First Lien N N 0 No_PP 360 24 N 20290901 CALA
GROUP I G01 51984.94 341.1511688 360 279 7.625 0 0 0.25 7.875 BROOKLYN PARK MN 55428 Single Family 52000 19990801 62.65 No MI 2 20090701 13.875 1.75 2 First Lien N Y 120 No_PP 360 0 N 20290701 CALA
GROUP I G01 45230.82 302.75 360 276 5.75 0 0 0.25 6 NEW YORK NY 10024 Single Family 50000 19990501 19.00 No MI 2 20061001 13.25 1.75 0 First Lien N N 0 No_PP 360 30 N 20290401 CALA
GROUP I G01 500000 2864.583333 360 280 6.625 0 0 0.25 6.875 LONGBOAT KEY FL 34228 Condominium 500000 19990901 38.46 No MI 2 20090801 12.875 1.75 2 First Lien N Y 120 No_PP 360 0 N 20290801 CALA
GROUP I G01 771891.35 6124.45 360 194 5 0 0 0.375 5.375 SANDS POINT NY NY 11050 Single Family 1087500 19920701 75.00 No MI 2.75 20060601 12.75 1.75 0 First Lien N N 0 No_PP 360 72 N 20220601 CALA
GROUP I G01 44149.42 289.7305688 360 280 7.625 0 0 0.25 7.875 WARNER ROBINS GA 31088 Single Family 45000 19990901 75.03 No MI 2 20060801 13.875 2.375 2 First Lien N Y 120 No_PP 360 0 N 20290801 CALA
GROUP I G01 614169.2 4094.461333 360 284 7.75 0 0 0.25 8 LAGUNA NIGUEL CA 92677 PUD 615000 20000101 74.55 No MI 2.75 20091201 13 1.75 2 First Lien N Y 120 No_PP 360 0 N 20291201 CALA
GROUP I G01 399911.3 2416.130771 360 302 7 0 0 0.25 7.25 SCOTTSDALE AZ 85259 PUD 400000 20010701 54.79 No MI 2.75 20110601 12.25 2.5 2 First Lien N Y 120 No_PP 360 0 N 20310601 CALA
GROUP I G01 219863.75 1374.148438 360 302 7.25 0 0 0.25 7.5 NOVATO CA 94947 PUD 225000 20010701 68.81 No MI 2.75 20110601 12.5 2.5 2 First Lien N Y 120 No_PP 360 0 N 20310601 CALA
GROUP I G01 447099.93 2654.655834 360 306 6.875 0 0 0.25 7.125 DECADER GA 30030 Single Family 447500 20011101 74.71 No MI 2.75 20111001 12.125 2.5 2 First Lien N Y 120 No_PP 360 0 N 20311001 CALA
GROUP I G01 475389.07 2624.543824 360 307 6.375 0 0 0.25 6.625 BLACK BUTTE RANCH OR 97759 Single Family 582050 20011201 77.61 No MI 2.75 20111101 11.625 2.5 2 First Lien N Y 120 No_PP 360 0 N 20311101 CALA
GROUP I G01 351861.39 1979.220319 360 305 6.5 0 0 0.25 6.75 VISTA CA 92084 Single Family 365000 20011001 70.19 No MI 2.75 20110901 11.75 2.5 2 First Lien N Y 120 No_PP 360 0 N 20310901 CALA
GROUP I G01 553203.72 3054.145538 360 307 6.375 0 0 0.25 6.625 BOSTON MA 2116 Single Family 572000 20011201 76.78 No MI 2.75 20111101 11.625 2.5 2 First Lien N Y 120 No_PP 360 0 N 20311101 CALA
GROUP I G01 506257.21 3225.42 360 308 5.75 0 0 0.25 6 BOCA RATON FL 33496 Single Family 537972 20020101 70.23 No MI 2.75 20081201 11 2.5 2 First Lien N N 0 No_PP 360 0 N 20311201 CALA
GROUP I G01 283890.49 1677.32 360 309 5 0 0 0.25 5.25 GROSSE POINTE FARMS MI 48236 Single Family 303750 20020201 90.00 GE Capital MI 2.75 20090101 10.25 2.5 2 First Lien N N 0 No_PP 360 0 N 20320101 CALA
GROUP I G01 445933.49 2322.57026 360 309 6 0 0 0.25 6.25 BIRMINGHAM AL 35243 Single Family 450000 20020201 69.23 No MI 2.75 20120101 11.25 2.5 2 First Lien N Y 120 No_PP 360 0 N 20320101 CALA
GROUP I G01 98784.07 1079.5 360 318 5.375 0 0 0.375 5.75 CHANTILLY VA 20151 Single Family 185000 20021101 35.24 No MI 2.25 20091001 11.75 2.5 2 First Lien N N 0 Prepay 360 0 N 20321001 CALA
GROUP I G01 390472.48 1871.013967 360 318 5.375 0 0 0.375 5.75 WASHINGTON DC 20015 Single Family 391106 20021101 69.84 No MI 2.25 20091001 11.75 1.875 2 First Lien N Y 120 No_PP 360 0 N 20321001 CALA
GROUP I G01 284560.55 1363.519302 360 318 5.375 0 0 0.375 5.75 WASHINGTON DC 20008 Single Family 285000 20021101 35.10 No MI 2.25 20091001 11.75 1.875 2 First Lien N Y 120 No_PP 360 0 N 20321001 CALA
GROUP I G01 418022.94 2046.570644 360 318 5.5 0 0 0.375 5.875 WASHINGTON DC 20015 Single Family 483500 20021101 76.75 No MI 2.25 20091001 11.875 1.875 2 First Lien N Y 120 No_PP 360 0 N 20321001 CALA
GROUP I G01 170861.69 966.28 360 321 4.625 0 0 0.375 5 TEMPERANCE MI 48182 Single Family 180000 20030201 90.00 YES 2.75 20080101 10 1.875 2 First Lien N N 0 No_PP 360 0 N 20330101 CALA
GROUP I G01 72157.01 353.2686948 360 319 5.5 0 0 0.375 5.875 PAWLEYS ISLAN SC 29585 Condominium 92160 20021201 80.00 No MI 2.25 20091101 11.875 2.375 2 First Lien N Y 120 No_PP 360 0 N 20321101 CALA
GROUP I G01 333841.02 2070.39 360 319 5.5 0 0 0.375 5.875 ROCKVILLE MD 20852 Townhouse 350000 20021201 70.00 No MI 2.75 20091101 11.875 1.875 2 First Lien N N 0 No_PP 360 0 N 20321101 CALA
GROUP I G01 409912.53 2134.961094 360 320 5.875 0 0 0.375 6.25 WASHINGTON DC 20011 Single Family 410000 20030101 54.67 No MI 2.75 20121201 12.25 2.375 2 First Lien N Y 120 No_PP 360 0 N 20321201 CALA
GROUP I G01 670339.36 4101.06 360 320 5.375 0 0 0.375 5.75 WASHINGTON DC 20012 Single Family 702750 20030101 74.76 No MI 2.75 20091201 11.75 2.375 2 First Lien N N 0 No_PP 360 0 N 20321201 CALA
GROUP I G01 366292.95 2212.38 360 320 5.25 0 0 0.375 5.625 WASHINGTON DC 20015 Single Family 384323 20030101 74.63 No MI 2.75 20091201 11.625 2.375 2 First Lien N N 0 No_PP 360 0 N 20321201 CALA
GROUP I G01 715000 3351.5625 360 320 5.25 0 0 0.375 5.625 MCLEAN VA 22102 Single Family 715000 20030101 47.67 No MI 2.75 20091201 11.625 2.375 2 First Lien N Y 120 No_PP 360 0 N 20321201 CALA
GROUP I G01 200002 958.3429167 360 320 5.375 0 0 0.375 5.75 BETHESDA MD 20816 Condominium 200002 20030101 39.84 No MI 2.75 20091201 11.75 2.375 2 First Lien N Y 120 No_PP 360 0 N 20321201 CALA
GROUP I G01 171675.31 1050.44 360 320 5.375 0 0 0.375 5.75 MCLEAN VA 22101 Single Family 180000 20030101 21.43 No MI 2.75 20091201 11.75 2.375 2 First Lien N N 0 No_PP 360 0 N 20321201 CALA
GROUP I G01 183920 862.125 360 320 5.25 0 0 0.375 5.625 MCLEAN VA 22102 Condominium 183920 20030101 80.00 No MI 2.75 20091201 11.625 2.375 2 First Lien N Y 120 No_PP 360 0 N 20321201 CALA
GROUP I G01 474000 2370 360 319 5.75 0 0 0.25 6 SAN DIEGO CA 92130 PUD 474000 20021201 65.83 No MI 2.75 20121101 11 2.375 2 First Lien N Y 120 No_PP 360 0 N 20321101 CALA
GROUP I G01 345941.2 1945.91925 360 310 6.5 0 0 0.25 6.75 TUCSON AZ 85737 Single Family 350000 20020301 45.16 No MI 2.75 20120201 11.75 2.5 2 First Lien N Y 120 No_PP 360 0 N 20320201 CALA
GROUP I G01 365905.01 2530.62 360 283 6.25 0 0 0.25 6.5 CHESTERFIEL VA 23838 PUD 400000 19991201 69.57 No MI 2.75 20061101 13 2.5 2 First Lien N N 0 No_PP 360 24 N 20291101 CALA
GROUP I G01 172318.62 1389.41 360 221 6.625 0 0 0.375 7 NEW YORK NY NY 10022 Single Family 258000 19941001 60.00 No MI 3.45 20060901 12.375 2.415 0 First Lien N N 0 No_PP 360 72 N 20240901 CALA
GROUP I G01 26856.11 298.94 360 112 4.5 0 0 0.375 4.875 PORT ST LUC FL 33453 Single Family 51300 19850901 74.88 No MI 1.56 20060801 12.75 3.075 0 First Lien N N 0 No_PP 360 72 N 20150801 CALA
GROUP I G01 27569.55 336.9 360 101 7.125 0 0 0.375 7.5 ROCHMOND VA 23228 Single Family 57000 19841001 95.00 No MI 3.25 20060901 15 1.185 0 First Lien N N 0 No_PP 360 78 N 20140901 CALA
GROUP I G01 57994.45 527.99 360 176 6.625 0 0 0.375 7 ARLINGTON VA 22209 Single Family 76000 19910101 93.83 No MI 2.75 20061201 16 2.875 0 First Lien N N 0 No_PP 360 156 N 20201201 CALA
GROUP I G01 62516.65 731.24 360 116 6.25 0 0 0.375 6.625 BATON ROUGE LA 70807 Condominium 110400 19860101 100.00 No MI 2.5 20061201 15.39 2.375 0 First Lien N N 0 No_PP 360 72 N 20151201 CALA
GROUP I G01 224754.75 2072.44 360 162 6 0 0 0.375 6.375 BLOOMINGTON MN MN 55438 Condominium 325000 19891101 79.66 No MI 2.5 20061001 13.25 1.5 0 First Lien N N 0 No_PP 360 84 N 20191001 CALA
GROUP I G01 313260.94 2634.02 360 207 5.75 0 0 0.375 6.125 NEW YORK NY NY 10028 Single Family 437000 19930801 33.61 No MI 2.75 20060701 11.5 2.125 0 First Lien N N 0 No_PP 360 72 N 20230701 CALA
GROUP I G01 378022.27 2438.24 360 319 5.875 0 0 0.375 6.25 RIDGEWOOD NJ 7450 Single Family 396000 20021201 80.00 No MI 3.75 20071101 11.25 2.375 2 First Lien N N 0 No_PP 360 0 N 20321101 CALA
GROUP I G01 508681.01 4150.65 360 212 6.5 0 0 0.375 6.875 LA JOLLA CA CA 92037 CO-OP 640000 19940101 53.33 No MI 2.75 20061201 10.5 3.375 0 First Lien N N 0 No_PP 360 84 N 20231201 CALA
GROUP II G03 497116.15 3078.59 360 354 5.875 0 0 0.375 6.25 GOLDEN BEACH FL 33160 Single Family 500000 20051101 62.50 No MI 100163000000000000 2.75 20101001 12.25 2.375 2 First Lien N N 0 No_PP 360 60 N 20351001 ADN1
GROUP I G01 1235487.08 7979.187392 360 354 7.375 0 0 0.375 7.75 HOLMDEL NJ 7723 Single Family 1237500 20051101 75.00 No MI 2.75 20101001 12.75 2.375 1 First Lien N Y 120 No_PP 360 60 N 20351001 ALT1
GROUP I G01 456000 2897.5 360 354 7.25 0 0 0.375 7.625 JAMAICA NY 11434 2-4 Family 456000 20051101 80.00 No MI 3.75 20071001 13.625 2.375 1 First Lien N Y 120 No_PP 360 24 N 20351001 ALT1
GROUP I G01 172000 1218.333333 360 357 8.125 0 0 0.375 8.5 TOMS RIVER NJ 8753 Single Family 172000 20060201 80.00 No MI 100070000000000000 5 20080101 14.5 3.375 2 First Lien N Y 120 No_PP 360 24 N 20360101 ALT1
GROUP I G01 270000 1687.5 360 357 7.125 0 0 0.375 7.5 NEPTUNE NJ 7753 Single Family 270000 20060201 75.42 No MI 100070000000000000 3.125 20080101 13.5 4.625 2 First Lien N Y 120 No_PP 360 24 N 20360101 ALT1
GROUP I G01 143736.42 1107.24 360 357 8.125 0 0 0.375 8.5 CHARLESTON SC 29407 Single Family 144000 20060201 80.00 No MI 100070000000000000 4.125 20080101 13.5 2.75 1 First Lien N N 0 No_PP 360 24 N 20360101 ALT1
GROUP I G01 360000 2437.5 360 357 7.75 0 0 0.375 8.125 LENOX MA 1240 Single Family 360000 20060201 80.00 No MI 100070000000000000 5 20080101 14.125 3.75 2 First Lien N Y 120 No_PP 360 24 N 20360101 ALT1
GROUP I G01 154000 978.5416667 360 356 7.25 0 0 0.375 7.625 NATIONAL PARK NJ 8063 2-4 Family 154000 20060101 70.00 No MI 100070000000000000 5 20071201 13.625 4.625 2 First Lien N Y 120 No_PP 360 24 N 20351201 ALT1
GROUP II G02 184000 1092.5 360 355 6.75 0 0 0.375 7.125 North Saint Paul MN 55109 Single Family 184000 20051201 80.00 No MI 100191000000000000 2.25 20101101 12.125 4.625 1 First Lien N Y 60 Prepay 360 60 N 20351101 ALT1
GROUP II G03 252000 1575 360 358 7.125 0 0 0.375 7.5 Gatlinburg TN 37738 Single Family 252000 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 ALT1
GROUP II G02 416000 2600 360 358 7.125 0 0 0.375 7.5 Bradenton FL 34212 PUD 416000 20060301 80.00 No MI 100191000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 ALT1
GROUP II G01 93850 586.5625 360 358 7.125 0 0 0.375 7.5 Crowley TX 76036 PUD 93850 20060301 79.97 No MI 100191000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360201 ALT1
GROUP II G01 374500 2379.635417 360 358 7.25 0 0 0.375 7.625 Whittier CA 90605 Single Family 374500 20060301 70.00 No MI 100191000000000000 2.25 20110201 12.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 ALT1
GROUP II G04 397319.29 2110.758728 360 353 6 0 0 0.375 6.375 WHITTIER CA 90602 2-4 Family 397500 20051001 75.00 No MI 100286000000000000 2.25 20150901 12.375 1.875 2 First Lien N Y 120 Prepay 360 120 N 20350901 ALT1
GROUP II G04 599120 3182.825 360 353 6 0 0 0.375 6.375 PRIOR LAKE MN 55372 Single Family 599120 20051001 79.77 No MI 100286000000000000 2.25 20150901 12.375 1.875 2 First Lien N Y 120 No_PP 360 120 N 20350901 ALT1
GROUP I G01 11169.39 249.64 360 51 6.625 0 0 0.375 7 NAVARRE BEA FL 32561 Single Family 38400 19800801 80.00 No MI 1.21 20060701 17 1.875 0 First Lien N N 0 No_PP 360 60 N 20100701 CALA
GROUP I G01 217661.64 1850.82 360 185 6 0 0 0.375 6.375 WYCKOFF NJ NJ 7481 Condominium 292000 19911001 80.00 No MI 2.75 20060901 13.75 2.375 0 First Lien N N 0 No_PP 360 72 N 20210901 CALA
GROUP II G02 256000 1493.333333 360 360 6.625 0 0 0.375 7 LAS VEGAS NV 89131 Single Family 256000 20060501 80.00 No MI 100183000000000000 2.25 20110401 12 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 224800 1358.166667 360 359 6.875 0 0 0.375 7.25 QUEEN CREEK AZ 85242 Single Family 224800 20060401 80.00 No MI 100063000000000000 2.25 20110301 12.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 202400 1201.75 360 360 6.75 0 0 0.375 7.125 ROSWELL GA 30076 PUD 202400 20060501 80.00 No MI 100185000000000000 2.25 20110401 12.125 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360401 AFL2
GROUP II G02 278400 1595 360 359 6.5 0 0 0.375 6.875 LANCASTER CA 93535 Single Family 278400 20060401 80.00 No MI 100063000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP II G02 194960 995.1083333 360 359 5.75 0 0 0.375 6.125 Lake Stevens WA 98258 Single Family 194960 20060401 80.00 No MI 100016000000000000 2.75 20110301 12.125 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP II G02 177800 1074.208333 360 359 6.875 0 0 0.375 7.25 Cathedral City CA 92234 Condominium 177800 20060401 70.00 No MI 100034000000000000 2.25 20110301 12.25 2.375 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP II G02 156000 845 360 359 6.125 0 0 0.375 6.5 MUKILTEO WA 98296 Single Family 156000 20060401 48.00 No MI 100016000000000000 2.25 20110301 12.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 108290 688.0927083 360 359 7.25 0 0 0.375 7.625 CARMEL IN 46033 CO-OP 108290 20060401 70.00 No MI 100378000000000000 2.25 20110301 12.625 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 234627 1246.455938 360 358 6 0 0 0.375 6.375 BRIGHTON CO 80602 Single Family 234627 20060301 80.00 No MI 100063000000000000 2.25 20110201 11.375 2 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 103900 551.96875 360 359 6 0 0 0.375 6.375 MOODY AL 35004 Single Family 103900 20060401 79.98 No MI 100021000000000000 2.25 20110301 11.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 174400 962.8333333 360 359 6.25 0 0 0.375 6.625 LAS VEGAS NV 89130 Condominium 174400 20060401 80.00 No MI 100183000000000000 2.25 20110301 12.625 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 224000 1283.333333 360 359 6.5 0 0 0.375 6.875 Coon Rapids MN 55448 Single Family 224000 20060401 70.00 No MI 100185000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 202930 1331.728125 360 359 7.5 0 0 0.375 7.875 Surprise AZ 85374 PUD 202930 20060401 70.00 No MI 100425000000000000 2.25 20110301 12.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 289540 1508.020833 360 359 5.875 0 0 0.375 6.25 Manassas Park VA 20111 Condominium 289540 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.25 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 215920 1169.566667 360 359 6.125 0 0 0.375 6.5 Tolleson AZ 85353 PUD 215920 20060401 80.00 No MI 100016000000000000 2.75 20110301 12.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 180052 1069.05875 360 359 6.75 0 0 0.375 7.125 SURPRISE AZ 85379 Single Family 180052 20060401 80.00 No MI 100063000000000000 2.25 20110301 12.125 2.375 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 260000 1462.5 360 359 6.375 0 0 0.375 6.75 Phoenix AZ 85037 PUD 260000 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 328000 1879.166667 360 359 6.5 0 0 0.375 6.875 Union NJ 7083 Single Family 328000 20060401 80.00 No MI 100234000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 326400 2040 360 359 7.125 0 0 0.375 7.5 Stafford VA 22554 PUD 326400 20060401 80.00 No MI 100234000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 150150 813.3125 360 359 6.125 0 0 0.375 6.5 North Plainfield NJ 7060 Single Family 150150 20060401 65.00 No MI 100234000000000000 2.25 20110301 11.5 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 329750 1889.192708 360 359 6.5 0 0 0.375 6.875 SACRAMENTO CA 95758 Single Family 329750 20060401 79.99 No MI 100016000000000000 2.25 20110301 12.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 414170 2372.848958 360 359 6.5 0 0 0.375 6.875 Fresno CA 93722 Single Family 414170 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 215628 1190.44625 360 359 6.25 0 0 0.375 6.625 PINAL COUNTY AZ 85242 PUD 215628 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 186240 1047.6 360 359 6.375 0 0 0.375 6.75 Miami FL 33168 Single Family 186240 20060401 80.00 No MI 100016000000000000 2.75 20110301 12.75 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 241033 1355.810625 360 359 6.375 0 0 0.375 6.75 Denver CO 80220 Condominium 242400 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.75 2.375 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 300000 2125 360 359 8.125 0 0 0.375 8.5 Minneapolis MN 55414 Single Family 300000 20060401 80.00 No MI 100185000000000000 2.25 20110301 13.5 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 129411 700.97625 360 359 6.125 0 0 0.375 6.5 Pooler GA 31322 PUD 129411 20060401 80.00 No MI 100016000000000000 2.25 20110301 12.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 246000 1435 360 359 6.625 0 0 0.375 7 SILVER SPRING MD 20904 PUD 246000 20060401 80.00 No MI 100234000000000000 2.25 20110301 12 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 228760 1334.433333 360 359 6.625 0 0 0.375 7 FRESNO CA 93722 Single Family 228760 20060401 80.00 No MI 100183000000000000 2.25 20110301 12 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 252000 1391.25 360 359 6.25 0 0 0.375 6.625 MONTGOMERY VILLAGE MD 20886 PUD 252000 20060401 80.00 No MI 100234000000000000 2.25 20110301 11.625 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360301 AFL2
GROUP I G01 206250 1181.640625 360 359 6.5 0 0 0.375 6.875 LAS VEGAS NV 89142 Single Family 206250 20060401 75.00 No MI 100087000000000000 2.25 20110301 12.875 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 170000 938.5416667 360 359 6.25 0 0 0.375 6.625 Woodstock GA 30188 Single Family 170000 20060401 80.00 No MI 100229000000000000 2.25 20110301 12.625 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360301 AFL2
GROUP I G01 211234 1034.166458 360 351 5.5 0 0 0.375 5.875 Bakersfield CA 93311 Single Family 211234 20050801 80.00 No MI 100016000000000000 2.25 20100701 11.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20350701 AFL2
GROUP I G01 340000 1947.916667 360 359 6.5 0 0 0.375 6.875 Anaheim CA 92806 Condominium 340000 20060401 80.00 No MI 100022000000000000 2.25 20110301 11.875 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 236000 1253.75 360 357 6 0 0 0.375 6.375 Atlanta GA 30319 Single Family 236000 20060201 80.00 No MI 100149000000000000 2.25 20110101 11.375 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP I G01 108750 668.359375 360 359 7 0 0 0.375 7.375 Noblesville IN 46060 PUD 108750 20060401 75.00 No MI 100185000000000000 2.25 20110301 12.375 1.875 1 First Lien N Y 60 Prepay 360 60 N 20360301 AFL2
GROUP I G01 183871.98 1270.93 360 359 7 0 0 0.375 7.375 NORTH LAS VEGAS NV 89084 Condominium 184012 20060401 80.00 No MI 100057000000000000 2.25 20110301 12.375 1.875 1 First Lien N N 0 No_PP 360 60 N 20360301 AFL2
GROUP I G01 384999.91 2285.936966 360 357 6.75 0 0 0.375 7.125 Arlington VA 22209 Condominium 385000 20060201 77.15 No MI 100149000000000000 2.25 20110101 12.125 1.875 2 First Lien N Y 60 No_PP 360 60 N 20360101 AFL2
GROUP I G01 274750 1545.46875 360 358 6.375 0 0 0.375 6.75 LAS VEGAS NV 89139 PUD 274750 20060301 79.99 No MI 100183000000000000 2.25 20110201 12.75 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 168000 997.5 360 358 6.75 0 0 0.375 7.125 Salem OR 97303 2-4 Family 168000 20060301 70.00 No MI 100034000000000000 2.25 20110201 12.125 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 956000 5975 360 358 7.125 0 0 0.375 7.5 Miami Beach FL 33141 Single Family 956000 20060301 80.00 No MI 100034000000000000 2.25 20110201 13.5 1.875 2 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 102000 637.5 360 359 7.125 0 0 0.375 7.5 ATLANTA GA 30315 Single Family 102000 20060401 72.86 No MI 100185000000000000 2.25 20110301 12.5 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360301 AFL2
GROUP I G01 191684.3 1277.39 360 358 6.625 0 0 0.375 7 Davenport FL 33897 PUD 192000 20060301 80.00 No MI 100035000000000000 2.25 20110201 12 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 129359.28 808.54 360 358 6 0 0 0.375 6.375 SUWANEE GA 30024 Single Family 129600 20060301 80.00 No MI 100185000000000000 2.25 20110201 11.375 1.875 1 First Lien N N 0 Prepay 360 60 N 20360201 AFL2
GROUP I G01 150400 940 360 358 7.125 0 0 0.375 7.5 Rockledge FL 32955 Single Family 150400 20060301 80.00 No MI 100035000000000000 2.25 20110201 12.5 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 345000 1940.625 360 358 6.375 0 0 0.375 6.75 Burke VA 22015 PUD 345000 20060301 78.41 No MI 100062000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 60 No_PP 360 60 N 20360201 AFL2
GROUP I G01 472000 2655 360 358 6.375 0 0 0.375 6.75 HEATH TX 75032 PUD 472000 20060301 80.00 No MI 100194000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 270000 1546.875 360 357 6.5 0 0 0.375 6.875 Madera CA 93637 Single Family 270000 20060201 90.00 Republic MIC 100016000000000000 2.25 20110101 12.875 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 400000 2250 360 358 6.375 0 0 0.375 6.75 SAN DIEGO CA 92115 Single Family 400000 20060301 80.00 No MI 100185000000000000 2.25 20110201 11.75 1.875 1 First Lien N Y 120 Prepay 360 60 N 20360201 AFL2
GROUP I G01 215140 1344.625 360 357 7.125 0 0 0.375 7.5 Stuart FL 34994 Condominium 215140 20060201 80.00 No MI 100016000000000000 2.25 20110101 13.5 1.875 2 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP I G01 203199.99 1058.333281 360 358 5.875 0 0 0.375 6.25 Suwanee GA 30024 PUD 203200 20060301 80.00 No MI 100057000000000000 2.25 20110201 11.25 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP I G01 188726 1159.878542 360 358 7 0 0 0.375 7.375 SUN CITY WEST AZ 85375 PUD 188726 20060301 80.00 No MI 100057000000000000 2.25 20110201 12.375 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 160863 754.0453125 360 358 5.25 0 0 0.375 5.625 CHASKA MN 55318 Single Family 160863 20060301 64.12 No MI 100177000000000000 2.25 20110201 10.625 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 201600 945 360 358 5.25 0 0 0.375 5.625 Morrisville PA 19067 Single Family 201600 20060301 80.00 No MI 100077000000000000 2.25 20110201 10.625 2.375 1 First Lien N Y 120 No_PP 360 60 N 20360201 AFL2
GROUP II G02 189530 927.9072917 360 357 5.5 0 0 0.375 5.875 SURPRISE AZ 85379 PUD 189530 20060201 80.00 No MI 100063000000000000 2.25 20110101 10.875 1.875 1 First Lien N Y 120 No_PP 360 60 N 20360101 AFL2
GROUP III G06 186400 990.25 360 360 6.125 0 0 0.25 6.375 CANTON MI 48187 Single Family 186400 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.375 1.875 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 92000 479.1666667 360 360 6 0 0 0.25 6.25 WAYNESBORO VA 22980 Single Family 92000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 102400 613.94 360 360 5.75 0 0 0.25 6 CANTONMENT FL 32533 Single Family 102400 20060501 80.00 No MI 100016000000000000 2.25 20160401 11 2 2 First Lien N N 0 No_PP 360 120 N 20360401 ADN1
GROUP III G06 141600 767 360 360 6.25 0 0 0.25 6.5 PENSACOLA FL 32514 Single Family 141600 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 227700 1209.65625 360 360 6.125 0 0 0.25 6.375 LAS VEGAS NV 89115 Single Family 227700 20060501 90.00 YES 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 229790 1627.679167 360 357 7.51 0.74 0 0.25 8.5 ORLANDO FL 32832 PUD 229790 20060201 95.00 GE Capital MI 100016000000000000 3.25 20160101 13.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360101 ADN1
GROUP III G06 184500 1037.8125 360 357 6.5 0 0 0.25 6.75 ORLANDO FL 32835 Condominium 184500 20060201 90.00 Mortgage Guaranty In 100016000000000000 2.25 20160101 11.75 2.26 2 First Lien N Y 120 Prepay 360 120 N 20360101 ADN1
GROUP III G06 320000 1733.333333 360 360 6.25 0 0 0.25 6.5 VACAVILLE CA 95688 Single Family 320000 20060501 47.06 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 280972 1726.807083 360 360 7.125 0 0 0.25 7.375 SAN JACINTO CA 92583 Single Family 280972 20060501 80.00 No MI 100016000000000000 2.25 20160401 12.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 269000 1485.104167 360 360 6.375 0 0 0.25 6.625 CROWLEY LAKE CA 93546 Condominium 269000 20060501 59.12 No MI 100016000000000000 2.25 20160401 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 206273.85 1321.96 360 359 6.375 0 0 0.25 6.625 CEDAR PARK TX 78613 PUD 206456 20060401 95.00 GE Capital MI 100016000000000000 2.25 20160301 11.625 2 2 First Lien N N 0 Prepay 360 120 N 20360301 ADN1
GROUP III G06 177030 1106.4375 360 357 7.25 0 0 0.25 7.5 KISSIMMEE FL 34759 PUD 177030 20060201 90.00 PMI 100016000000000000 2.25 20160101 12.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360101 ADN1
GROUP III G06 152784.5 859.4128125 360 359 6.5 0 0 0.25 6.75 ORLANDO FL 32837 PUD 152800 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
GROUP III G06 178200 1002.375 360 359 6.5 0 0 0.25 6.75 MAITLAND FL 32751 PUD 178200 20060401 90.00 YES 100016000000000000 2.25 20160301 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 123900 774.375 360 358 7.25 0 0 0.25 7.5 CASSELBERRY FL 32707 PUD 123900 20060301 70.00 No MI 100016000000000000 2.25 20160201 12.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 ADN1
GROUP III G06 111033 705.5221875 360 360 7.375 0 0 0.25 7.625 ORLANDO FL 32835 Condominium 111033 20060501 69.84 No MI 100016000000000000 2.25 20160401 12.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 272800 1506.083333 360 359 6.375 0 0 0.25 6.625 OCEANSIDE CA 92056 PUD 272800 20060401 80.00 No MI 100134000000000000 2.25 20160301 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 251805.19 1363.944779 360 359 6.25 0 0 0.25 6.5 LANCASTER CA 93535 Single Family 251806.4 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
GROUP III G06 105260.03 648.72 360 359 6 0 0 0.25 6.25 YAKIMA WA 98902 Single Family 105360 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N N 0 No_PP 360 120 N 20360301 ADN1
GROUP III G06 125560 810.9083333 360 358 7.5 0 0 0.25 7.75 EDMOND OK 73013 PUD 125560 20060301 80.00 No MI 100016000000000000 2.25 20160201 12.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 ADN1
GROUP III G06 187680 1016.6 360 360 6.25 0 0 0.25 6.5 WEST PALM BEACH FL 33401 Condominium 187680 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 251487 1362.22125 360 360 6.25 0 0 0.25 6.5 COEUR D ALENE ID 83815 Single Family 251487 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 300000 1687.5 360 360 6.5 0 0 0.25 6.75 PALM BEACH GARDENS FL 33418 Single Family 300000 20060501 45.80 No MI 100016000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 127009.79 809.05 360 352 5.97 0.28 0 0.25 6.5 MCRAE GA 31055 Single Family 128000 20050901 83.12 PMI 100185000000000000 2.25 20150801 11.5 2 2 First Lien N N 0 No_PP 360 120 N 20350801 ADN1
GROUP III G06 138127.22 890.03 360 353 5.885 0.49 0 0.25 6.625 PRINEVILLE OR 97754 Single Family 139000 20051001 89.68 Republic MIC 100016000000000000 2.875 20150901 11.625 1.72 2 First Lien N N 0 No_PP 360 120 N 20350901 ADN1
GROUP III G06 400000 2125 360 360 6.125 0 0 0.25 6.375 OAKLAND CA 94601 Condominium 400000 20060501 77.96 No MI 100016000000000000 2.25 20160401 11.375 2.135 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 239463.52 1477.23 360 358 6 0 0 0.25 6.25 FRANKLIN TN 37064 PUD 239920 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N N 0 No_PP 360 120 N 20360201 ADN1
GROUP III G06 324986 1861.898958 360 360 6.625 0 0 0.25 6.875 LOS ANGELES CA 90013 Condominium 324986 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 328000 1879.166667 360 360 6.625 0 0 0.25 6.875 LOS ANGELES CA 90013 Condominium 328000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 400000 2250 360 360 6.5 0 0 0.25 6.75 RANCHO SANTA MARGARITA CA 92688 Condominium 400000 20060501 77.67 No MI 100095000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 286425 1551.46875 360 360 6.25 0 0 0.25 6.5 NAMPA ID 83686 PUD 286425 20060501 95.00 GE Capital MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 246230 1385.04375 360 359 6.5 0 0 0.25 6.75 BULLHEAD CITY AZ 86442 PUD 246250 20060401 94.99 PMI 100020000000000000 2.25 20160301 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
GROUP III G06 83000 475.5208333 360 360 6.625 0 0 0.25 6.875 LOS ANGELES CA 90065 Single Family 83000 20060501 13.39 No MI 100253000000000000 2.25 20160401 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 64365.88 593.57 360 355 6.2 0 0 0.25 6.45 BOILING SPRINGS SC 29311 Single Family 94400 20051201 80.00 No MI 100268000000000000 2.25 20151101 11.45 2 2 First Lien N N 0 No_PP 360 120 N 20351101 ADN1
GROUP III G06 257258.61 1632 360 356 6.25 0 0 0.25 6.5 ORLANDO FL 32835 Condominium 258200 20060101 90.00 GE Capital MI 100158000000000000 2.25 20151201 11.5 2 2 First Lien N N 0 Prepay 360 120 N 20351201 ADN1
GROUP III G06 398771.89 2528.27 360 357 6.25 0 0 0.25 6.5 STAMFORD CT 6906 Single Family 400000 20060201 69.57 No MI 100292000000000000 2.25 20160101 11.5 2 2 First Lien N N 0 Prepay 360 120 N 20360101 ADN1
GROUP III G06 134100 712.40625 360 357 6.125 0 0 0.25 6.375 MONTROSE CO 81401 Single Family 134100 20060201 90.00 Mortgage Guaranty In 100276000000000000 2.25 20160101 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 ADN1
GROUP III G06 380000 1979.166667 360 360 6 0 0 0.25 6.25 TRAVERSE CITY MI 49684 Single Family 380000 20060501 68.47 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 397046 2109.306875 360 360 6.125 0 0 0.25 6.375 CARLSBAD CA 92010 Condominium 397046 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 387992 2020.791667 360 360 6 0 0 0.25 6.25 INDIO CA 92203 PUD 387992 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 245066 1378.49625 360 359 6.5 0 0 0.25 6.75 INDIO CA 92203 PUD 245066 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 276640 1440.833333 360 360 6 0 0 0.25 6.25 FORT LAUDERDALE FL 33301 Condominium 276640 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 132000 701.25 360 360 6.125 0 0 0.25 6.375 PARADISE UT 84328 Single Family 132000 20060501 52.80 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 165880 1034.88 360 360 6.125 0 0 0.25 6.375 THEODORE AL 36582 PUD 165880 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N N 0 No_PP 360 120 N 20360401 ADN1
GROUP III G06 388000 2101.666667 360 360 6.25 0 0 0.25 6.5 ALEXANDRIA VA 22310 Single Family 388000 20060501 78.38 No MI 100134000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 190000 1029.166667 360 360 6.25 0 0 0.25 6.5 WILMINGTON CA 90744 Single Family 190000 20060501 51.77 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 312000 1625 360 360 6 0 0 0.25 6.25 SAN DIEGO CA 92113 Single Family 312000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 132100 674.2604167 360 360 5.875 0 0 0.25 6.125 HAMILTON MT 59840 Single Family 132100 20060501 66.05 No MI 100016000000000000 2.25 20160401 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 104000 615.2 360 360 5.625 0 0 0.25 5.875 PHILADELPHIA PA 19111 Single Family 104000 20060501 71.72 No MI 100016000000000000 2.25 20160401 10.875 2 2 First Lien N N 0 No_PP 360 120 N 20360401 ADN1
GROUP III G06 164320 838.7166667 360 359 5.875 0 0 0.25 6.125 BERMUDA DUNES CA 92203 Condominium 164320 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.125 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 235000 1248.4375 360 357 6.125 0 0 0.25 6.375 NORTH LAS VEGAS NV 89031 Single Family 235000 20060201 74.60 No MI 100059000000000000 2.25 20160101 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 ADN1
GROUP III G06 354000 1954.375 360 360 6.375 0 0 0.25 6.625 FOUNTAIN VALLEY CA 92708 Single Family 354000 20060501 51.91 No MI 100194000000000000 2.25 20160401 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 375000 2031.25 360 360 6.25 0 0 0.25 6.5 ALISO VIEJO CA 92656 Condominium 375000 20060501 59.06 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 220800 1150 360 359 6 0 0 0.25 6.25 PEORIA AZ 85382 Single Family 220800 20060401 80.00 No MI 100197000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
GROUP III G06 393576.69 2090.876166 360 359 6.125 0 0 0.25 6.375 MORENO VALLEY CA 92557 PUD 394000 20060401 79.60 No MI 100173000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
GROUP III G06 143600 807.75 360 360 6.5 0 0 0.25 6.75 SAHUARITA AZ 85629 PUD 143600 20060501 79.97 No MI 100140000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 93000 523.125 360 359 6.5 0 0 0.25 6.75 TACOMA WA 98409 Single Family 93000 20060401 60.00 No MI 100016000000000000 2.25 20160301 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 144000 780 360 360 6.25 0 0 0.25 6.5 BRADENTON FL 34208 Single Family 144000 20060501 46.45 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 364000 2047.5 360 360 6.5 0 0 0.25 6.75 MEADOW VISTA CA 95722 Single Family 364000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 361600 1996.333333 360 359 6.375 0 0 0.25 6.625 OCEANSIDE CA 92057 PUD 361600 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
GROUP III G06 147300 871.34 360 360 5.625 0 0 0.25 5.875 RENO NV 89506 Single Family 147300 20060501 73.65 No MI 100016000000000000 2.25 20160401 10.875 2 2 First Lien N N 0 No_PP 360 120 N 20360401 ADN1
GROUP III G06 128000 706.6666667 360 360 6.375 0 0 0.25 6.625 MEDFORD OR 97501 Single Family 128000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 114000 629.375 360 360 6.375 0 0 0.25 6.625 WHITE CITY OR 97503 Single Family 114000 20060501 57.00 No MI 100016000000000000 2.25 20160401 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 138421.68 864.37 360 359 5.995 0.13 0 0.25 6.375 CHICAGO IL 60628 Single Family 138550 20060401 85.00 PMI 100016000000000000 2.625 20160301 11.375 2 2 First Lien N N 0 No_PP 360 120 N 20360301 ADN1
GROUP III G06 292000 1581.666667 360 360 6.25 0 0 0.25 6.5 SUNLAND CA 91040 Condominium 292000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2.245 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 154400 1001.44 360 360 6.5 0 0 0.25 6.75 ALLEN TX 75002 PUD 154400 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.75 2 2 First Lien N N 0 Prepay 360 120 N 20360401 ADN1
GROUP III G06 186449 990.5103125 360 360 6.125 0 0 0.25 6.375 KELLER TX 76248 PUD 186449 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 134515 770.6588542 360 359 6.625 0 0 0.25 6.875 HUTTO TX 78634 PUD 134515 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 243840 1320.8 360 360 6.25 0 0 0.25 6.5 ORLANDO FL 32835 Condominium 243840 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 214664 1162.763333 360 360 6.25 0 0 0.25 6.5 KLAMATH FALLS OR 97601 Single Family 214664 20060501 79.51 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 140000 919.7 360 360 6.625 0 0 0.25 6.875 TACOMA WA 98409 PUD 140000 20060501 80.00 No MI 100016000000000000 2.75 20160401 11.875 2 2 First Lien N N 0 Prepay 360 120 N 20360401 ADN1
GROUP III G06 224000 1190 360 359 6.125 0 0 0.25 6.375 TACOMA WA 98445 Single Family 224000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.375 2.5 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
GROUP III G06 144249.57 691.1958563 360 359 5.5 0 0 0.25 5.75 ALEXANDRIA VA 22305 Single Family 145000 20060401 32.58 No MI 100016000000000000 2.25 20160301 10.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
GROUP III G06 79529.77 509.69 360 359 6.375 0 0 0.25 6.625 ALLEN TX 75002 Single Family 79600 20060401 80.00 No MI 100016000000000000 2.75 20160301 11.625 2 2 First Lien N N 0 Prepay 360 120 N 20360301 ADN1
GROUP III G06 191915 1079.521875 360 359 6.5 0 0 0.25 6.75 LAKE WYLIE SC 29710 PUD 191915 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.75 2.5 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 192800 1004.166667 360 360 6 0 0 0.25 6.25 EVERETT WA 98201 Single Family 192800 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 168000 1020.79 360 360 5.875 0 0 0.25 6.125 OAK RIDGE NC 27310 PUD 168000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.125 2 2 First Lien N N 0 No_PP 360 120 N 20360401 ADN1
GROUP III G06 162350 879.3958333 360 360 6.25 0 0 0.25 6.5 SHALIMAR FL 32579 Single Family 162350 20060501 85.00 PMI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 313500 1930.27 360 360 6 0 0 0.25 6.25 NORWALK CA 90650 Condominium 313500 20060501 71.25 No MI 100016000000000000 2.75 20160401 11.25 2 2 First Lien N N 0 Prepay 360 120 N 20360401 ADN1
GROUP III G06 400000 2083.333333 360 360 6 0 0 0.25 6.25 CAMARILLO CA 93010 PUD 400000 20060501 74.77 No MI 100016000000000000 2.25 20160401 11.25 2.5 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 280479 1723.777188 360 360 7.125 0 0 0.25 7.375 DAYTONA BEACH FL 32124 PUD 280479 20060501 80.00 No MI 100016000000000000 2.25 20160401 12.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 304000 1520 360 360 5.75 0 0 0.25 6 LEWISVILLE TX 75077 Single Family 304000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
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GROUP III G06 76000 482.9166667 360 360 7.375 0 0 0.25 7.625 CHARLOTTE NC 28206 Single Family 76000 20060501 80.00 No MI 100016000000000000 2.25 20160401 12.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
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GROUP III G06 143680 658.5333333 360 360 5.25 0 0 0.25 5.5 LOUISVILLE KY 40228 Single Family 143680 20060501 80.00 No MI 100016000000000000 2.25 20160401 10.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
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GROUP III G06 211098 1165.436875 360 359 6.375 0 0 0.25 6.625 DOVER FL 33527 PUD 211098 20060401 80.00 No MI 100134000000000000 2.25 20160301 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
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GROUP III G06 119200 753.43 360 360 6.25 0 0 0.25 6.5 DENTON TX 76210 PUD 119200 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N N 0 Prepay 360 120 N 20360401 ADN1
GROUP III G06 136430 862.33 360 360 6.25 0 0 0.25 6.5 LAS VEGAS NV 89113 Condominium 136430 20060501 70.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N N 0 No_PP 360 120 N 20360401 ADN1
GROUP III G06 160000 883.3333333 360 360 6.375 0 0 0.25 6.625 BOCA RATON FL 33431 Single Family 160000 20060501 40.00 No MI 100016000000000000 2.25 20160401 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 396579.64 1735.035925 360 359 5 0 0 0.25 5.25 LONG BEACH CA 90808 Single Family 397500 20060401 56.79 No MI 100016000000000000 2.25 20160301 10.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 516000 3171.25 360 360 7.125 0 0 0.25 7.375 HONOLULU HI 96814 Condominium 516000 20060501 80.00 No MI 100016000000000000 2.25 20160401 12.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 193264 1268.295 360 360 7.625 0 0 0.25 7.875 CORAL GABLES FL 33145 Condominium 193264 20060501 72.93 No MI 100016000000000000 2.25 20160401 12.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 139857.99 873.42 360 359 6.125 0 0 0.25 6.375 AUSTIN TX 78750 Condominium 140000 20060401 80.00 No MI 100134000000000000 2.25 20160301 11.375 2 2 First Lien N N 0 Prepay 360 120 N 20360301 ADN1
GROUP III G06 320000 1700 360 360 6.125 0 0 0.25 6.375 SACRAMENTO CA 95835 Single Family 320000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 332000 1798.333333 360 360 6.25 0 0 0.25 6.5 KILL DEVIL HILLS NC 27948 PUD 332000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 126359.51 768.67 360 359 5.875 0 0 0.25 6.125 SUNLAND PARK NM 88063 Single Family 126507 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.125 2 2 First Lien N N 0 No_PP 360 120 N 20360301 ADN1
GROUP III G06 417000 2433.5 360 360 5.5 0 0 0.25 5.75 OCONOMOWOC WI 53066 Single Family 417000 20060501 78.68 No MI 100016000000000000 2.25 20160401 10.75 2 2 First Lien N N 0 No_PP 360 120 N 20360401 ADN1
GROUP III G06 260000 1708.01 360 360 6.625 0 0 0.25 6.875 GLEN BURNIE MD 21061 Single Family 260000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.875 2 2 First Lien N N 0 Prepay 360 120 N 20360401 ADN1
GROUP III G06 174400 981 360 360 6.5 0 0 0.25 6.75 ANACONDA MT 59711 Single Family 174400 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 249600 1352 360 360 6.25 0 0 0.25 6.5 LAVEEN AZ 85339 PUD 249600 20060501 78.00 No MI 100134000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 230900 1298.8125 360 359 6.5 0 0 0.25 6.75 MADERA CA 93637 Single Family 230900 20060401 79.99 No MI 100016000000000000 2.25 20160301 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 260000 1354.166667 360 360 6 0 0 0.25 6.25 GARDENA CA 90247 Condominium 260000 20060501 74.29 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 300000 1531.25 360 360 5.875 0 0 0.25 6.125 ASHBURN VA 20147 PUD 300000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 156500 749.8958333 360 360 5.5 0 0 0.25 5.75 SPANAWAY WA 98387 PUD 156500 20060501 73.47 No MI 100016000000000000 2.25 20160401 10.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 151200 803.25 360 360 6.125 0 0 0.25 6.375 OLYMPIA WA 98513 PUD 151200 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 110000 595.8333333 360 360 6.25 0 0 0.25 6.5 MERIDIAN ID 83642 PUD 110000 20060501 30.56 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 332000 2040.416667 360 360 7.125 0 0 0.25 7.375 BOISE ID 83702 Single Family 332000 20060501 80.00 No MI 100016000000000000 2.25 20160401 12.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 157200 835.125 360 360 6.125 0 0 0.25 6.375 SAVANNAH GA 31419 PUD 157200 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 251475 1362.15625 360 360 6.25 0 0 0.25 6.5 WINDERMERE FL 34786 PUD 251475 20060501 62.64 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 261000 1468.125 360 360 6.5 0 0 0.25 6.75 SCOTTSDALE AZ 85250 PUD 261000 20060501 79.09 No MI 100016000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 164651.02 1041.65 360 359 6.25 0 0 0.25 6.5 BROOKLYN MI 49230 Single Family 164800 20060401 77.74 No MI 100016000000000000 2.75 20160301 11.5 2 2 First Lien N N 0 No_PP 360 120 N 20360301 ADN1
GROUP III G06 312000 1560 360 359 5.75 0 0 0.25 6 ELVERTA CA 95626 Single Family 312000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11 2.5 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 196000 1082.083333 360 359 6.375 0 0 0.25 6.625 CORAL GABLES FL 33134 Condominium 196000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 219500 1188.958333 360 360 6.25 0 0 0.25 6.5 RIVERSIDE CA 92501 Single Family 219500 20060501 54.74 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 224000 1213.333333 360 360 6.25 0 0 0.25 6.5 CORPUS CHRISTI TX 78418 2-4 Family 224000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 112323.37 710.6 360 359 6.25 0 0 0.25 6.5 SAN ANTONIO TX 78221 PUD 112425 20060401 75.00 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N N 0 No_PP 360 120 N 20360301 ADN1
GROUP III G06 250000 1223.958333 360 360 5.625 0 0 0.25 5.875 LOS ANGELES CA 90059 Single Family 250000 20060501 68.49 No MI 100016000000000000 2.25 20160401 10.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 153000 765 360 360 5.75 0 0 0.25 6 TAMPA FL 33604 Single Family 153000 20060501 79.27 No MI 100016000000000000 2.25 20160401 11 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 366052.34 2255.99 360 359 6 0 0 0.25 6.25 MARINA DEL REY CA 90292 Condominium 366400 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N N 0 No_PP 360 120 N 20360301 ADN1
GROUP III G06 297345 1703.539063 360 360 6.625 0 0 0.25 6.875 YUBA CITY CA 95993 Single Family 297345 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 102080 489.1333333 360 359 5.5 0 0 0.25 5.75 ORIENT OH 43146 Condominium 102080 20060401 80.00 No MI 100016000000000000 2.25 20160301 10.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
GROUP III G06 148000 847.9166667 360 360 6.625 0 0 0.25 6.875 ORLANDO FL 32824 Condominium 148000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 210320 1139.233333 360 360 6.25 0 0 0.25 6.5 GROVELAND FL 34736 PUD 210320 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 108750 566.40625 360 360 6 0 0 0.25 6.25 GAINESVILLE FL 32609 Single Family 108750 20060501 75.00 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 218200 1488.51 360 360 7 0 0 0.25 7.25 CHESAPEAKE VA 23320 Single Family 218200 20060501 76.56 No MI 100016000000000000 2.25 20160401 12.25 2 2 First Lien N N 0 No_PP 360 120 N 20360401 ADN1
GROUP III G06 159920 999.5 360 360 7.25 0 0 0.25 7.5 PEMBROKE PINES FL 33024 Condominium 159920 20060501 80.00 No MI 100016000000000000 2.25 20160401 12.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 192000 1160 360 359 7 0 0 0.25 7.25 SAN JOSE CA 95112 Single Family 192000 20060401 36.23 No MI 100016000000000000 2.25 20160301 12.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 241000 1179.895833 360 360 5.625 0 0 0.25 5.875 MOORPARK CA 93021 PUD 241000 20060501 56.05 No MI 100016000000000000 2.25 20160401 10.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 301600 1979.25 360 360 7.625 0 0 0.25 7.875 MIAMI FL 33186 PUD 301600 20060501 79.37 No MI 100016000000000000 2.25 20160401 12.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 101868.74 541.1776813 360 359 6.125 0 0 0.25 6.375 KANSAS CITY KS 66103 Single Family 102000 20060401 80.00 No MI 100134000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 183302 954.6979167 360 360 6 0 0 0.25 6.25 GRAND JUNCTION CO 81504 Single Family 183302 20060501 95.00 GE Capital MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 170150 921.6458333 360 360 5.93 0.32 0 0.25 6.5 HIRAM GA 30141 Single Family 170150 20060501 89.55 YES 100016000000000000 2.75 20160401 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 400000 2250 360 360 6.5 0 0 0.25 6.75 FLOWER MOUND TX 75022 PUD 400000 20060501 55.17 No MI 100016000000000000 2.25 20160401 11.75 2.18 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 303000 1578.125 360 360 6 0 0 0.25 6.25 NORTH HOLLYWOOD CA 91606 Single Family 303000 20060501 57.71 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 214225 1182.700521 360 360 6.375 0 0 0.25 6.625 GRAND JUNCTION CO 81504 Single Family 214225 20060501 95.00 GE Capital MI 100016000000000000 2.25 20160401 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 199200 1037.5 360 360 6 0 0 0.25 6.25 SAVANNAH GA 31405 Single Family 199200 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 216000 1215 360 359 6.5 0 0 0.25 6.75 MIAMI FL 33138 Condominium 216000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 207623.17 1303.89 360 353 5.845 0.28 0 0.25 6.375 SAN DIEGO CA 92102 Condominium 209000 20051001 83.60 PMI 100016000000000000 2.75 20150901 11.375 2 2 First Lien N N 0 Prepay 360 120 N 20350901 ADN1
GROUP III G06 199996 1083.311667 360 360 6.25 0 0 0.25 6.5 GAINESVILLE FL 32605 PUD 199996 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2.22 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 400000 1958.333333 360 359 5.625 0 0 0.25 5.875 PALM SPRINGS CA 92262 PUD 400000 20060401 49.55 No MI 100016000000000000 2.25 20160301 10.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 183200 1049.583333 360 359 6.625 0 0 0.25 6.875 FORT WALTON BEACH FL 32547 Condominium 183200 20060401 80.00 No MI 100134000000000000 2.25 20160301 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
GROUP III G06 290671 1756.137292 360 359 7 0 0 0.25 7.25 PALMDALE CA 93551 PUD 290671 20060401 80.00 No MI 100016000000000000 2.25 20160301 12.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
GROUP III G06 127222 675.866875 360 359 6.125 0 0 0.25 6.375 NAMPA ID 83651 PUD 127222 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
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GROUP III G06 119950 749.6875 360 357 7.25 0 0 0.25 7.5 INDIALANTIC FL 32903 Condominium 119950 20060201 79.97 No MI 100016000000000000 2.25 20160101 12.5 2.595 2 First Lien N Y 120 Prepay 360 120 N 20360101 ADN1
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GROUP III G06 130066 636.7814583 360 359 5.625 0 0 0.25 5.875 AUSTIN TX 78747 PUD 130066 20060401 95.00 United Guaranty 100016000000000000 2.25 20160301 10.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
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GROUP III G06 163860 836.36875 360 359 5.875 0 0 0.25 6.125 MONROE NC 28110 PUD 163860 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.125 2.11 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
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GROUP III G06 319950 1733.0625 360 360 6.25 0 0 0.25 6.5 CAMARILLO CA 93012 PUD 319950 20060501 79.99 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 291886.6 1429.028146 360 355 5.625 0 0 0.25 5.875 CORPUS CHRISTI TX 78415 Single Family 293250 20051201 77.17 No MI 100016000000000000 2.25 20151101 10.875 2 2 First Lien N Y 120 Prepay 360 120 N 20351101 ADN1
GROUP III G06 399200 2287.083333 360 357 6.625 0 0 0.25 6.875 MIAMI FL 33131 Condominium 399200 20060201 80.00 No MI 100016000000000000 2.25 20160101 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 ADN1
GROUP III G06 243485.53 1268.153802 360 357 6 0 0 0.25 6.25 MIAMI FL 33155 PUD 244000 20060201 59.51 No MI 100016000000000000 2.25 20160101 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 ADN1
GROUP III G06 227200 1436.06 360 360 6.25 0 0 0.25 6.5 POULSBO WA 98370 PUD 227200 20060501 80.00 No MI 100016000000000000 2.75 20160401 11.5 2 2 First Lien N N 0 Prepay 360 120 N 20360401 ADN1
GROUP III G06 129510 755.475 360 356 6.75 0 0 0.25 7 AUSTIN TX 78741 Condominium 129510 20060101 90.00 PMI 100016000000000000 2.25 20151201 12 2.5 2 First Lien N Y 120 Prepay 360 120 N 20351201 ADN1
GROUP III G06 391254.18 2413.61 360 358 6 0 0 0.25 6.25 SANTEE CA 92071 Single Family 392000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.25 2 2 First Lien N N 0 Prepay 360 120 N 20360201 ADN1
GROUP III G06 322760 1714.6625 360 360 6.125 0 0 0.25 6.375 BUCKLEY WA 98321 PUD 322760 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
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GROUP III G06 335000 1744.791667 360 360 6 0 0 0.25 6.25 RICHMOND HILL GA 31324 PUD 335000 20060501 70.53 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
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GROUP III G06 106200 630.5625 360 356 6.875 0 0 0.25 7.125 AUSTIN TX 78741 Condominium 106200 20060101 90.00 PMI 100016000000000000 2.25 20151201 12.125 2 2 First Lien N Y 120 Prepay 360 120 N 20351201 ADN1
GROUP III G06 243740.84 1647.44 360 356 6.255 0.62 0 0.25 7.125 MURFREESBORO TN 37128 PUD 244530 20060101 95.00 GE Capital MI 100016000000000000 3.125 20151201 12.125 2 2 First Lien N N 0 Prepay 360 120 N 20351201 ADN1
GROUP III G06 263999.02 1347.494998 360 357 5.875 0 0 0.25 6.125 KAPOLEI HI 96707 Condominium 264000 20060201 80.00 No MI 100016000000000000 2.25 20160101 11.125 2.255 2 First Lien N Y 120 Prepay 360 120 N 20360101 ADN1
GROUP III G06 270000 1490.625 360 357 6.375 0 0 0.25 6.625 MOORPARK CA 93021 PUD 270000 20060201 66.50 No MI 100016000000000000 2.25 20160101 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 ADN1
GROUP III G06 90316.28 563.98 360 359 6.125 0 0 0.25 6.375 MARYVILLE MO 64468 Single Family 90400 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N N 0 No_PP 360 120 N 20360301 ADN1
GROUP III G06 187791.96 1269.29 360 356 6.275 0.6 0 0.25 7.125 PROSPECT KY 40059 Single Family 188400 20060101 92.35 Radian Guaranty 100016000000000000 3.125 20151201 12.125 2 2 First Lien N N 0 Prepay 360 120 N 20351201 ADN1
GROUP III G06 359925 1912.101563 360 360 6.125 0 0 0.25 6.375 SAN BERNARDINO CA 92407 Single Family 359925 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.375 2.275 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 321992.23 2079.533152 360 359 7.5 0 0 0.25 7.75 ORLAND CA 95963 Single Family 322000 20060401 94.74 YES 100016000000000000 2.25 20160301 12.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 360000 2025 360 359 6.5 0 0 0.25 6.75 BAKERSFIELD CA 93312 PUD 360000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
GROUP III G06 113124.58 755.12 360 356 6.75 0 0 0.25 7 BASTROP TX 78602 Single Family 113500 20060101 79.99 No MI 100177000000000000 2.25 20151201 13 2 2 First Lien N N 0 No_PP 360 120 N 20351201 ADN1
GROUP III G06 241778 1259.260417 360 360 6 0 0 0.25 6.25 ANDOVER MN 55304 Single Family 241778 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 69500 419.8958333 360 359 7 0 0 0.25 7.25 JONESBORO GA 30236 2-4 Family 69500 20060401 69.92 No MI 100016000000000000 2.25 20160301 12.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 281787.2 1585.053 360 359 6.5 0 0 0.25 6.75 SALT LAKE CITY UT 84108 Condominium 281787.2 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
GROUP III G06 343286.22 2062.45 360 358 5.75 0 0 0.25 6 QUARTZ HILL CA 93536 Single Family 344000 20060301 80.00 No MI 100134000000000000 2.25 20160201 11 2 2 First Lien N N 0 Prepay 360 120 N 20360201 ADN1
GROUP III G06 234320 1415.683333 360 357 7 0 0 0.25 7.25 LAKE WORTH FL 33463 Condominium 234320 20060201 80.00 No MI 100016000000000000 2.25 20160101 12.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 ADN1
GROUP III G06 359761 2059.631725 360 357 6.62 0 0 0.25 6.87 SEATTLE WA 98117 Single Family 360000 20060201 88.24 Mortgage Guaranty In 100205000000000000 2.25 20160101 11.87 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 ADN1
GROUP III G06 228889.2 1469.51 360 357 6.055 0.32 0 0.25 6.625 WILLOW SPRING NC 27592 Single Family 229500 20060201 90.00 YES 100016000000000000 3.25 20160101 11.625 2 2 First Lien N N 0 No_PP 360 120 N 20360101 ADN1
GROUP III G06 119191 670.449375 360 360 6.5 0 0 0.25 6.75 MIAMI FL 33183 PUD 119191 20060501 51.82 No MI 100016000000000000 2.25 20160401 11.75 2.68 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 150000 859.375 360 359 6.625 0 0 0.25 6.875 TAMPA FL 33629 Single Family 150000 20060401 20.00 No MI 100016000000000000 2.25 20160301 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 195425.57 1190.92 360 357 5.875 0 0 0.25 6.125 BERRIEN SPRINGS MI 49103 Single Family 196000 20060201 70.00 No MI 100016000000000000 2.25 20160101 11.125 2 2 First Lien N N 0 Prepay 360 120 N 20360101 ADN1
GROUP III G06 187500 1185.13 360 360 6.25 0 0 0.25 6.5 CASA GRANDE AZ 85222 PUD 187500 20060501 75.60 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N N 0 No_PP 360 120 N 20360401 ADN1
GROUP III G06 189200 965.7083333 360 360 5.875 0 0 0.25 6.125 UKIAH CA 95482 Single Family 189200 20060501 52.56 No MI 100016000000000000 2.25 20160401 11.125 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 345427 1799.098958 360 360 6 0 0 0.25 6.25 SHERMAN OAKS CA 91423 Condominium 345427 20060501 76.76 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 254800 1645.583333 360 360 7.5 0 0 0.25 7.75 SALEM MA 1970 Single Family 254800 20060501 80.00 No MI 100016000000000000 2.25 20160401 12.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 116000 700.8333333 360 360 7 0 0 0.25 7.25 FORT WALTON BEACH FL 32547 Single Family 116000 20060501 80.00 No MI 100016000000000000 2.25 20160401 12.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 157692.09 960.02 360 358 5.875 0 0 0.25 6.125 STEVENSVILLE MI 49127 Single Family 158000 20060301 71.82 No MI 100016000000000000 2.25 20160201 11.125 2 2 First Lien N N 0 Prepay 360 120 N 20360201 ADN1
GROUP III G06 211411 1189.186875 360 357 6.5 0 0 0.25 6.75 STUART FL 34997 Condominium 211411 20060201 79.99 No MI 100016000000000000 2.25 20160101 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360101 ADN1
GROUP III G06 107346.67 734.02 360 357 6.51 0.49 0 0.25 7.25 BROOKLYN PARK MN 55443 PUD 107600 20060201 89.67 Republic MIC 100016000000000000 3.375 20160101 12.25 2 2 First Lien N N 0 No_PP 360 120 N 20360101 ADN1
GROUP III G06 191250 1195.3125 360 358 7.25 0 0 0.25 7.5 RIVIERA BEACH FL 33404 Single Family 191250 20060301 75.00 No MI 100016000000000000 2.25 20160201 12.5 2.635 2 First Lien N Y 120 Prepay 360 120 N 20360201 ADN1
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GROUP III G06 191250 1195.3125 360 358 7.25 0 0 0.25 7.5 RIVIERA BEACH FL 33404 Single Family 191250 20060301 75.00 No MI 100016000000000000 2.25 20160201 12.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 ADN1
GROUP III G06 151600 896.77 360 360 5.625 0 0 0.25 5.875 MONTROSS VA 22520 PUD 151600 20060501 80.00 No MI 100134000000000000 2.25 20160401 10.875 2 2 First Lien N N 0 Prepay 360 120 N 20360401 ADN1
GROUP III G06 96000 575.57 360 360 5.75 0 0 0.25 6 MT STERLING OH 43143 Single Family 96000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11 2 2 First Lien N N 0 Prepay 360 120 N 20360401 ADN1
GROUP III G06 111125 636.6536458 360 360 6.625 0 0 0.25 6.875 WEST PALM BEACH FL 33401 Condominium 111125 20060501 70.00 No MI 100134000000000000 2.25 20160401 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 85592 499.2866667 360 360 6.75 0 0 0.25 7 ORLANDO FL 32822 Condominium 85592 20060501 80.00 No MI 100016000000000000 2.25 20160401 12 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 106769.72 713.2 360 356 6.75 0 0 0.25 7 GRAND JUNCTION CO 81501 Single Family 107200 20060101 80.00 No MI 100017000000000000 2.25 20151201 13 2 2 First Lien N N 0 No_PP 360 120 N 20351201 ADN1
GROUP III G06 163600 937.2916667 360 360 6.625 0 0 0.25 6.875 WESTMINSTER CO 80021 Single Family 163600 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 111200 684.68 360 360 6 0 0 0.25 6.25 ALBUQUERQUE NM 87108 Single Family 111200 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N N 0 No_PP 360 120 N 20360401 ADN1
GROUP III G06 336000 1785 360 360 6.125 0 0 0.25 6.375 SEATTLE WA 98106 Single Family 336000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 190000 1068.75 360 360 6.5 0 0 0.25 6.75 MONTEBELLO CA 90640 Single Family 190000 20060501 38.00 No MI 100016000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 68800 387 360 360 6.5 0 0 0.25 6.75 ALCOA TN 37701 Single Family 68800 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 472000 2704.166667 360 360 6.625 0 0 0.25 6.875 LOS ANGELES CA 90063 2-4 Family 472000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 306800 1629.875 360 360 6.125 0 0 0.25 6.375 RIALTO CA 92377 Single Family 306800 20060501 63.26 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 417000 2215.3125 360 360 6.125 0 0 0.25 6.375 LOS ANGELES CA 90012 Condominium 417000 20060501 72.77 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 79920 441.225 360 360 6.375 0 0 0.25 6.625 CARTERSVILLE GA 30121 PUD 79920 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 133900 683.4479167 360 360 5.875 0 0 0.25 6.125 TAMPA FL 33603 Single Family 133900 20060501 66.29 No MI 100016000000000000 2.25 20160401 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 97592 548.955 360 360 6.5 0 0 0.25 6.75 LAKE MARY FL 32746 Condominium 97592 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 371200 2049.333333 360 360 6.375 0 0 0.25 6.625 SEATTLE WA 98168 Single Family 371200 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 85000 469.2708333 360 360 6.375 0 0 0.25 6.625 ANTHEM AZ 85086 PUD 85000 20060501 29.82 No MI 100016000000000000 2.25 20160401 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 284000 1627.083333 360 360 6.625 0 0 0.25 6.875 INGLEWOOD CA 90301 Condominium 284000 20060501 80.00 No MI 100134000000000000 2.25 20160401 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 375000 1992.1875 360 360 6.125 0 0 0.25 6.375 SANTA BARBARA CA 93105 Single Family 375000 20060501 32.61 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 170700 960.1875 360 360 6.5 0 0 0.25 6.75 EL CERRITO CA 94530 2-4 Family 170700 20060501 25.10 No MI 100016000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 161516.23 974.27 360 354 5.75 0 0 0.25 6 MIAMI FL 33183 Condominium 162500 20051101 88.80 Mortgage Guaranty In 100126000000000000 2.25 20151001 11 2 2 First Lien N N 0 Prepay 360 120 N 20351001 ADN1
GROUP III G06 328000 1776.666667 360 360 6.25 0 0 0.25 6.5 RIALTO CA 92376 Single Family 328000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 159200 845.75 360 360 6.125 0 0 0.25 6.375 FREDERICK MD 21702 Condominium 159200 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 142400 900.06 360 360 6.25 0 0 0.25 6.5 MERIDIAN ID 83642 PUD 142400 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N N 0 No_PP 360 120 N 20360401 ADN1
GROUP III G06 215950 1214.71875 360 360 6.5 0 0 0.25 6.75 DAVIE FL 33314 Condominium 215950 20060501 79.98 No MI 100016000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 119920 637.075 360 360 6.125 0 0 0.25 6.375 FORT WAYNE IN 46845 PUD 119920 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 90000 478.125 360 360 6.125 0 0 0.25 6.375 FORT WAYNE IN 46825 Single Family 90000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 153000 828.75 360 360 6.25 0 0 0.25 6.5 VIRGINIA BEACH VA 23462 PUD 153000 20060501 90.00 YES 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 325000 1591.145833 360 360 5.625 0 0 0.25 5.875 LODI CA 95242 Single Family 325000 20060501 68.42 No MI 100016000000000000 2.25 20160401 10.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 138750 838.28125 360 360 7 0 0 0.25 7.25 ELSIE MI 48831 Single Family 138750 20060501 75.00 No MI 100016000000000000 2.25 20160401 12.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 156000 1023.75 360 360 7.625 0 0 0.25 7.875 SAVANNAH GA 31404 2-4 Family 156000 20060501 80.00 No MI 100016000000000000 2.25 20160401 12.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 287000 1584.479167 360 360 6.375 0 0 0.25 6.625 PALM BAY FL 32907 Single Family 287000 20060501 70.17 No MI 100016000000000000 2.25 20160401 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 142400 771.3333333 360 360 6.25 0 0 0.25 6.5 BURLINGTON KY 41005 PUD 142400 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 240400 1402.333333 360 360 6.75 0 0 0.25 7 ROHNERT PARK CA 94928 Single Family 240400 20060501 45.79 No MI 100016000000000000 2.25 20160401 12 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 419075 2051.721354 360 360 5.625 0 0 0.25 5.875 EWA BEACH HI 96706 PUD 419075 20060501 80.00 No MI 100016000000000000 2.25 20160401 10.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 61000 387.6041667 360 360 7.375 0 0 0.25 7.625 MELBOURNE FL 32935 Condominium 61000 20060501 45.19 No MI 100016000000000000 2.25 20160401 12.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 255520 1357.45 360 360 6.125 0 0 0.25 6.375 ORLANDO FL 32835 Condominium 255520 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 162400 913.5 360 358 6.5 0 0 0.25 6.75 NAVARRE FL 32566 Single Family 162400 20060301 80.00 No MI 100134000000000000 2.25 20160201 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 ADN1
GROUP III G06 151992 918.285 360 360 7 0 0 0.25 7.25 DAVIE FL 33314 Condominium 151992 20060501 80.00 No MI 100016000000000000 2.25 20160401 12.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 444000 2543.75 360 359 6.625 0 0 0.25 6.875 BROOKLYN NY 11208 2-4 Family 444000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
GROUP III G06 239750 1248.697917 360 359 6 0 0 0.25 6.25 PUYALLUP WA 98374 PUD 239750 20060401 79.92 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
GROUP III G06 288300 1411.46875 360 359 5.625 0 0 0.25 5.875 MANTECA CA 95336 Single Family 288300 20060401 57.66 No MI 100016000000000000 2.25 20160301 10.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
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GROUP III G06 245000 1403.645833 360 360 6.625 0 0 0.25 6.875 ELMWOOD PARK IL 60707 Single Family 245000 20060501 77.78 No MI 100016000000000000 2.25 20160401 11.875 2.11 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
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GROUP III G06 137653 904.28 360 360 6.625 0 0 0.25 6.875 AUSTIN TX 78747 PUD 137653 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.875 2 2 First Lien N N 0 No_PP 360 120 N 20360401 ADN1
GROUP III G06 204000 1168.75 360 360 6.625 0 0 0.25 6.875 ARLINGTON TN 38002 Single Family 204000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
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GROUP III G06 156974 899.3302083 360 360 6.625 0 0 0.25 6.875 FORT MYERS FL 33912 PUD 156974 20060501 31.39 No MI 100016000000000000 2.25 20160401 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 75000 390.625 360 360 6 0 0 0.25 6.25 BALTIMORE MD 21216 Single Family 75000 20060501 75.00 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 405000 2235.9375 360 360 6.375 0 0 0.25 6.625 FOUNTAIN VALLEY CA 92708 Single Family 405000 20060501 55.86 No MI 100016000000000000 2.25 20160401 11.625 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
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GROUP III G06 130000 704.1666667 360 360 6.25 0 0 0.25 6.5 BAKERSFIELD CA 93304 Single Family 130000 20060501 59.09 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 172000 985.4166667 360 360 6.625 0 0 0.25 6.875 JACKSONVILLE FL 32225 PUD 172000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 310000 1743.75 360 360 6.5 0 0 0.25 6.75 BENICIA CA 94510 PUD 310000 20060501 68.13 No MI 100016000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 337000 1790.3125 360 360 6.125 0 0 0.25 6.375 LAVEEN AZ 85339 PUD 337000 20060501 76.59 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
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GROUP III G06 200000 1250 360 360 7.25 0 0 0.25 7.5 LAS VEGAS NV 89123 Condominium 200000 20060501 80.00 No MI 100016000000000000 2.25 20160401 12.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 177651 925.265625 360 360 6 0 0 0.25 6.25 EDGEWOOD WA 98372 Single Family 177651 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 356000 1891.25 360 360 6.125 0 0 0.25 6.375 MIAMI FL 33186 PUD 356000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
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GROUP III G06 267262 1419.829375 360 360 6.125 0 0 0.25 6.375 CHARLOTTE NC 28203 Condominium 267262 20060501 75.07 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 135000 886.85 360 360 6.625 0 0 0.25 6.875 JOHNSTON RI 2919 2-4 Family 135000 20060501 61.36 No MI 100016000000000000 2.25 20160401 11.875 2 2 First Lien N N 0 Prepay 360 120 N 20360401 ADN1
GROUP III G06 400000 2083.333333 360 360 6 0 0 0.25 6.25 LOS ANGELES CA 91423 Condominium 400000 20060501 77.67 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 189200 985.4166667 360 360 6 0 0 0.25 6.25 ALPHARETTA GA 30022 Single Family 189200 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 400000 2083.333333 360 360 6 0 0 0.25 6.25 COSTA MESA CA 92627 Single Family 400000 20060501 57.97 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 280000 1604.166667 360 360 6.625 0 0 0.25 6.875 AVONDALE AZ 85323 PUD 280000 20060501 68.97 No MI 100134000000000000 2.25 20160401 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 276812 1730.075 360 359 7.25 0 0 0.25 7.5 SAN JACINTO CA 92582 Single Family 277012 20060401 80.00 No MI 100016000000000000 2.25 20160301 12.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 216304.28 1368.43 360 359 6.25 0 0 0.25 6.5 GOODYEAR AZ 85338 PUD 216500 20060401 72.17 No MI 100016000000000000 2.25 20160301 11.5 2 2 First Lien N N 0 Prepay 360 120 N 20360301 ADN1
GROUP III G06 214400 1116.666667 360 360 6 0 0 0.25 6.25 AURORA OH 44202 Condominium 214400 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 225250 1555.75 360 360 7.125 0 0 0.25 7.375 COCOA FL 32927 PUD 225250 20060501 79.99 No MI 100016000000000000 2.25 20160401 12.375 2 2 First Lien N N 0 Prepay 360 120 N 20360401 ADN1
GROUP III G06 329600 1991.333333 360 360 7 0 0 0.25 7.25 OAKLAND PARK FL 33334 Single Family 329600 20060501 80.00 No MI 100016000000000000 2.25 20160401 12.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 245592 1330.29 360 360 6.25 0 0 0.25 6.5 QUAIL VALLEY CA 92587 PUD 245592 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 341999.99 2244.374934 360 359 6.855 0.77 0 0.25 7.875 DAYTONA BEACH FL 32124 PUD 342000 20060401 95.00 YES 100016000000000000 3.25 20160301 12.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
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GROUP III G06 114000 641.25 360 359 5.92 0.58 0 0.25 6.75 PHOENIX AZ 85051 Condominium 114000 20060401 95.00 YES 100016000000000000 3.125 20160301 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 392590 2044.739583 360 360 6 0 0 0.25 6.25 ALTADENA CA 91001 Single Family 392590 20060501 64.68 No MI 100016000000000000 2.25 20160401 11.25 2.295 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 149600 810.3333333 360 360 6.25 0 0 0.25 6.5 OLDSMAR FL 34677 Single Family 149600 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 168000 840 360 359 5.75 0 0 0.25 6 QUINCY CA 95971 2-4 Family 168000 20060401 56.00 No MI 100016000000000000 2.25 20160301 11 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
GROUP III G06 132000 812.75 360 360 6 0 0 0.25 6.25 MERIDIAN ID 83642 PUD 132000 20060501 80.00 No MI 100134000000000000 2.75 20160401 11.25 2 2 First Lien N N 0 Prepay 360 120 N 20360401 ADN1
GROUP III G06 346400 1912.416667 360 360 6.375 0 0 0.25 6.625 CHESAPEAKE VA 23323 Single Family 346400 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.625 2.5 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 41000 247.7083333 360 360 7 0 0 0.25 7.25 SUN CITY AZ 85373 Single Family 41000 20060501 24.85 No MI 100016000000000000 2.25 20160401 12.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 320972 1805.4675 360 360 6.5 0 0 0.25 6.75 SAN DIEGO CA 92113 Condominium 320972 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 213750 1202.34375 360 360 6.5 0 0 0.25 6.75 LAKEVILLE MN 55044 Single Family 213750 20060501 89.85 United Guaranty 100016000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 159851.81 998.19 360 359 6.125 0 0 0.25 6.375 SPRINGFIELD OR 97478 Single Family 160000 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N N 0 Prepay 360 120 N 20360301 ADN1
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GROUP III G06 101481 744.63 360 360 7.75 0 0 0.25 8 LAKELAND FL 33805 Single Family 101481 20060501 90.00 YES 100016000000000000 2.25 20160401 13 2 2 First Lien N N 0 No_PP 360 120 N 20360401 ADN1
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GROUP III G06 71436 416.71 360 360 6.75 0 0 0.25 7 OWASSO OK 74055 PUD 71436 20060501 60.00 No MI 100016000000000000 2.25 20160401 12 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 274000 1541.25 360 360 6.5 0 0 0.25 6.75 ALISO VIEJO CA 92656 Condominium 274000 20060501 55.35 No MI 100016000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 472000 2704.166667 360 360 6.625 0 0 0.25 6.875 BROOKLYN NY 11208 2-4 Family 472000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 189000 1023.75 360 360 6.25 0 0 0.25 6.5 APOPKA FL 32712 PUD 189000 20060501 70.00 No MI 100134000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 295120 1660.05 360 360 6.5 0 0 0.25 6.75 TORRANCE CA 90502 Condominium 295120 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 216500 1217.8125 360 358 5.92 0.58 0 0.25 6.75 LAWRENCEVILLE GA 30045 Single Family 216500 20060301 94.96 YES 100016000000000000 3.125 20160201 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360201 ADN1
GROUP III G06 323000 1648.645833 360 358 5.745 0.13 0 0.25 6.125 BROOKLYN NY 11208 Single Family 323000 20060301 85.00 PMI 100016000000000000 2.625 20160201 11.125 2.295 2 First Lien N Y 120 No_PP 360 120 N 20360201 ADN1
GROUP III G06 140000 931.42 360 360 6.75 0 0 0.25 7 LAUDERDALE LAKES FL 33319 Single Family 140000 20060501 56.00 No MI 100016000000000000 2.25 20160401 12 2.245 2 First Lien N N 0 No_PP 360 120 N 20360401 ADN1
GROUP III G06 402662 1971.366042 360 360 5.625 0 0 0.25 5.875 LAKE WORTH FL 33463 PUD 402662 20060501 75.26 No MI 100016000000000000 2.25 20160401 10.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 325000 1658.854167 360 360 5.875 0 0 0.25 6.125 DESERT HOT SPRINGS CA 92240 Single Family 325000 20060501 68.42 No MI 100016000000000000 2.25 20160401 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 163960 871.0375 360 360 6.125 0 0 0.25 6.375 SUMNER WA 98391 Single Family 163960 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 141000 837.1875 360 360 6.875 0 0 0.25 7.125 SELDEN NY 11784 Single Family 141000 20060501 47.00 No MI 100016000000000000 2.25 20160401 12.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 157968.97 973.57 360 359 6 0 0 0.25 6.25 SPRING TX 77386 PUD 158119 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.25 2 2 First Lien N N 0 Prepay 360 120 N 20360301 ADN1
GROUP III G06 113000 635.625 360 360 6.5 0 0 0.25 6.75 MARGATE FL 33063 PUD 113000 20060501 63.48 No MI 100016000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 302400 1936.3 360 360 6.375 0 0 0.25 6.625 LAS VEGAS NV 89149 PUD 302400 20060501 80.00 No MI 100134000000000000 2.25 20160401 11.625 2 2 First Lien N N 0 No_PP 360 120 N 20360401 ADN1
GROUP III G06 300000 1687.5 360 359 6.5 0 0 0.25 6.75 FRIDAY HARBOR WA 98250 Single Family 300000 20060401 68.18 No MI 100016000000000000 2.25 20160301 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
GROUP III G06 176803.44 1181.45 360 359 6.125 0 0 0.25 6.375 KAILUA KONA HI 96740 Condominium 189375 20060401 75.00 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N N 0 No_PP 360 120 N 20360301 ADN1
GROUP III G06 133000 761.9791667 360 360 6.625 0 0 0.25 6.875 WEST PALM BEACH FL 33401 Condominium 133000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 284457.77 1754.79 360 358 6 0 0 0.25 6.25 SUN CITY CA 92585 Single Family 285000 20060301 77.03 No MI 100134000000000000 2.25 20160201 11.25 2 2 First Lien N N 0 Prepay 360 120 N 20360201 ADN1
GROUP III G06 417000 2171.875 360 360 6 0 0 0.25 6.25 SCOTTSDALE AZ 85255 Single Family 417000 20060501 49.06 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 156332.5 879.3703125 360 359 6.5 0 0 0.25 6.75 BALTIMORE MD 21239 Single Family 156400 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
GROUP III G06 180000 1012.5 360 358 6.5 0 0 0.25 6.75 SMYRNA GA 30080 Single Family 180000 20060301 80.00 No MI 100016000000000000 2.25 20160201 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360201 ADN1
GROUP III G06 320000 1666.666667 360 360 6 0 0 0.25 6.25 YUCAIPA CA 92399 2-4 Family 320000 20060501 79.01 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 112400 632.25 360 360 6.5 0 0 0.25 6.75 TALLAPOOSA GA 30176 Single Family 112400 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 192000 1080 360 360 6.5 0 0 0.25 6.75 ORMOND BEACH FL 32174 PUD 192000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 150000 781.25 360 360 6 0 0 0.25 6.25 WELLINGTON FL 33414 PUD 150000 20060501 62.76 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 352803 2021.267188 360 359 6.625 0 0 0.25 6.875 INDIO CA 92203 PUD 352803 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 60000 312.5 360 360 6 0 0 0.25 6.25 VERO BEACH FL 32962 Single Family 60000 20060501 26.09 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 406150 2199.979167 360 360 6.25 0 0 0.25 6.5 INGLEWOOD CA 90302 2-4 Family 406150 20060501 60.44 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 85000 537.26 360 360 6.25 0 0 0.25 6.5 BROCKTON MA 2301 Single Family 85000 20060501 33.86 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N N 0 Prepay 360 120 N 20360401 ADN1
GROUP III G06 154000 960.76 360 360 6.125 0 0 0.25 6.375 TUCSON AZ 85742 Single Family 154000 20060501 62.10 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N N 0 Prepay 360 120 N 20360401 ADN1
GROUP III G06 116000 604.1666667 360 360 6 0 0 0.25 6.25 LOVELAND OH 45140 PUD 116000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 285000 1484.375 360 360 6 0 0 0.25 6.25 LEMON GROVE CA 91945 Single Family 285000 20060501 59.38 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 133600 723.6666667 360 360 6.25 0 0 0.25 6.5 FORT WAYNE IN 46845 PUD 133600 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 392000 2409.166667 360 360 7.125 0 0 0.25 7.375 TORRANCE CA 90502 Single Family 392000 20060501 80.00 No MI 100016000000000000 2.25 20160401 12.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 380760 2300.425 360 359 7 0 0 0.25 7.25 RANCHO CUCAMONGA CA 91739 Condominium 380760 20060401 80.00 No MI 100016000000000000 2.25 20160301 12.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 201120 1026.55 360 360 5.875 0 0 0.25 6.125 SAN DIEGO CA 92116 Condominium 201120 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.125 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 356000 1928.333333 360 360 6.25 0 0 0.25 6.5 SAN DIEGO CA 92120 Single Family 356000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 272000 1473.333333 360 360 6.25 0 0 0.25 6.5 SAN DIEGO CA 92103 Condominium 272000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 153966.25 866.0601563 360 359 6.5 0 0 0.25 6.75 COLUMBUS WI 53925 Single Family 154000 20060401 76.24 No MI 100134000000000000 2.25 20160301 11.75 2 2 First Lien N Y 120 No_PP 360 120 N 20360301 ADN1
GROUP III G06 271732.96 1652.7 360 359 5.875 0 0 0.25 6.125 SEVERN MD 21144 Single Family 272000 20060401 80.00 No MI 100134000000000000 2.25 20160301 11.125 2 2 First Lien N N 0 Prepay 360 120 N 20360301 ADN1
GROUP III G06 88720 471.325 360 360 6.125 0 0 0.25 6.375 OPELIKA AL 36804 Single Family 88720 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 102400 544 360 359 6.125 0 0 0.25 6.375 AUBURN AL 36830 Single Family 102400 20060401 80.00 No MI 100016000000000000 2.25 20160301 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 152000 918.3333333 360 360 7 0 0 0.25 7.25 ORLANDO FL 32807 Single Family 152000 20060501 80.00 No MI 100016000000000000 2.25 20160401 12.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 199500 1059.84375 360 360 6.125 0 0 0.25 6.375 CHANDLER AZ 85226 PUD 199500 20060501 70.00 No MI 100016000000000000 2.25 20160401 11.375 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 176000 953.3333333 360 360 6.25 0 0 0.25 6.5 HANFORD CA 93230 Single Family 176000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 116000 733.2 360 360 6.25 0 0 0.25 6.5 HOLLY SPRINGS NC 27540 Single Family 116000 20060501 72.50 No MI 100016000000000000 2.75 20160401 11.5 2 2 First Lien N N 0 Prepay 360 120 N 20360401 ADN1
GROUP III G06 215040 1164.8 360 360 6.25 0 0 0.25 6.5 ORLANDO FL 32821 Condominium 215040 20060501 80.00 No MI 100134000000000000 2.25 20160401 11.5 2.5 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 142300 919.0208333 360 359 7.5 0 0 0.25 7.75 HUTTO TX 78634 PUD 142300 20060401 79.99 No MI 100016000000000000 2.25 20160301 12.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360301 ADN1
GROUP III G06 112000 688.3333333 360 360 7.125 0 0 0.25 7.375 KISSIMMEE FL 34743 PUD 112000 20060501 80.00 No MI 100016000000000000 2.25 20160401 12.375 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 136500 739.375 360 360 6.25 0 0 0.25 6.5 LAKEWAY TX 78734 2-4 Family 136500 20060501 75.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 167000 948.21 360 360 5.25 0 0 0.25 5.5 ESTERO FL 33928 Single Family 167000 20060501 61.85 No MI 100016000000000000 2.25 20160401 10.5 2 2 First Lien N N 0 Prepay 360 120 N 20360401 ADN1
GROUP III G06 256610 1336.510417 360 360 6 0 0 0.25 6.25 SYRACUSE UT 84075 Single Family 256610 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 293000 1648.125 360 360 6.5 0 0 0.25 6.75 RIVERSIDE CA 92504 Single Family 293000 20060501 68.14 No MI 100016000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 398400 2075 360 360 6 0 0 0.25 6.25 LAGUNA HILLS CA 92653 Condominium 398400 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 125000 716.1458333 360 360 6.625 0 0 0.25 6.875 STAR ID 83669 PUD 125000 20060501 62.19 No MI 100016000000000000 2.25 20160401 11.875 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 354141 1955.153438 360 360 6.375 0 0 0.25 6.625 ESTERO FL 33928 PUD 354141 20060501 90.00 Republic MIC 100016000000000000 2.25 20160401 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 208000 1061.666667 360 360 5.875 0 0 0.25 6.125 SAN BERNARDINO CA 92405 Single Family 208000 20060501 74.29 No MI 100016000000000000 2.25 20160401 11.125 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 150000 781.25 360 360 6 0 0 0.25 6.25 FORT LAUDERDALE FL 33301 Condominium 150000 20060501 31.12 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 118000 755.57 360 360 6.375 0 0 0.25 6.625 BOISE ID 83705 PUD 118000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.625 2 2 First Lien N N 0 Prepay 360 120 N 20360401 ADN1
GROUP III G06 200800 1171.333333 360 360 6.75 0 0 0.25 7 NEWAYGO MI 49337 Single Family 200800 20060501 80.00 No MI 100016000000000000 2.25 20160401 12 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 160000 866.6666667 360 360 6.25 0 0 0.25 6.5 WELLINGTON FL 33414 Condominium 160000 20060501 61.54 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 127592 717.705 360 360 6.5 0 0 0.25 6.75 TAMPA FL 33624 Condominium 127592 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 384000 2080 360 360 6.25 0 0 0.25 6.5 EL MONTE CA 91732 Single Family 384000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 234112 1341.266667 360 360 6.625 0 0 0.25 6.875 ACWORTH GA 30101 PUD 234112 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.875 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 417000 2171.875 360 360 6 0 0 0.25 6.25 SEBASTOPOL CA 95472 Single Family 417000 20060501 49.06 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 260000 1354.166667 360 360 6 0 0 0.25 6.25 FONTANA CA 92335 Single Family 260000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 111200 625.5 360 360 6.5 0 0 0.25 6.75 MACCLENNY FL 32063 Single Family 111200 20060501 80.00 No MI 100134000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 186400 1009.666667 360 360 6.25 0 0 0.25 6.5 NICEVILLE FL 32578 Single Family 186400 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 131500 809.67 360 360 6 0 0 0.25 6.25 PHOENIX AZ 85031 Single Family 131500 20060501 61.16 No MI 100016000000000000 2.25 20160401 11.25 2 2 First Lien N N 0 Prepay 360 120 N 20360401 ADN1
GROUP III G06 140000 729.1666667 360 360 6 0 0 0.25 6.25 COHOES NY 12047 Single Family 140000 20060501 56.00 No MI 100276000000000000 2.25 20160401 11.25 2 2 First Lien N Y 120 No_PP 360 120 N 20360401 ADN1
GROUP III G06 93592 506.9566667 360 360 6.25 0 0 0.25 6.5 LAKE MARY FL 32746 Condominium 93592 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 83992 454.9566667 360 360 6.25 0 0 0.25 6.5 LAKE MARY FL 32746 Condominium 83992 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 240000 1325 360 360 6.375 0 0 0.25 6.625 COEUR D ALENE ID 83815 Single Family 240000 20060501 80.00 No MI 100016000000000000 2.25 20160401 11.625 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 171500 928.9583333 360 360 6.25 0 0 0.25 6.5 NE #2711 BOTHELL WA 98011 Condominium 171500 20060501 70.00 No MI 100016000000000000 2.25 20160401 11.5 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
GROUP III G06 368200 2071.125 360 360 6.5 0 0 0.25 6.75 ENCINITAS CA 92024 Condominium 368200 20060501 47.51 No MI 100016000000000000 2.25 20160401 11.75 2 2 First Lien N Y 120 Prepay 360 120 N 20360401 ADN1
10,447 2,937,894,588.87 17,572,204.88 360 356 6.705 0.004 0.000 0.327 7.036
EXHIBIT C
[RESERVED]
EXHIBIT D
REQUEST FOR RELEASE OF DOCUMENTS
To: Wells Fargo Bank, National Association
1015 10th Avenue
Minneapolis, Minnesota55414
Attention: Bear Stearns Alt-A Trust 2006-3
RE: Custodial Agreement, dated as of April 1, 2006 among Structured Asset Mortgage Investments II
Inc., as depositor, Wells Fargo Bank, National Association as master servicer and securities
administrator, Wells Fargo Bank, National Association, as custodian, and U.S. Bank National
Association, as trustee, issuing Bear Stearns Alt-A Trust 2006-3, Mortgage Pass-Through
Certificates, Series 2006-3
In connection with the administration of the Mortgage Loans held by you pursuant to the
above-captioned Custodial Agreement, we request the release, and hereby acknowledge receipt, of the
Mortgage File for the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
_____ 1. Mortgage Paid in Full and proceeds have been deposited into the Custodial
Account
_____ 2. Foreclosure
_____ 3. Substitution
_____ 4. Other Liquidation
_____ 5. Nonliquidation Reason:
_____ 6. California Mortgage Loan paid in full
By:
(authorized signer)
Issuer:
Address:
Date:
EXHIBIT E
FORM OF TRANSFER AFFIDAVIT
Affidavit pursuant to Section
860E(e)(4) of the Internal Revenue
Code of 1986, as amended, and for
other purposes
STATE OF )
)ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Investor] (record or beneficial owner of the
Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3, Class R-__
Certificates) (the "Class R Certificates") (the "Owner"), a [savings institution] [corporation] duly
organized and existing under the laws of [the State of _____] [the United States], on behalf of which he
makes this affidavit.
2. That the Owner (i) is not and will not be as of [Closing Date][date of purchase] a
"disqualified organization" within the meaning of Section 860E(e)(5) of the Internal Revenue Code of
1986, as amended (the "Code") or an "electing large partnership" within the meaning of Section 775 of
the Code, (ii) will endeavor to remain other than a disqualified organization and an electing large
partnership for so long as it retains its ownership in the Class R Certificates and (iii) is acquiring
the Class R Certificates for its own account or for the account of another Owner from which it has
received an affidavit and agreement in substantially the same form as this affidavit and agreement. (For
this purpose, a "disqualified organization" means an electing large partnership under Section 775 of the
Code, the United States, any state or political subdivision thereof, any agency or instrumentality of
any of the foregoing (other than an instrumentality all of the activities of which are subject to tax
and, except for the Federal Home Loan Mortgage Corporation, a majority of whose board of directors is
not selected by any such governmental entity) or any foreign government, international organization or
any agency or instrumentality of such foreign government or organization, any rural electric or
telephone cooperative, or any organization (other than certain farmers' cooperatives) that is generally
exempt from federal income tax unless such organization is subject to the tax on unrelated business
taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on transfers of Class R
Certificates to disqualified organizations or electing large partnerships under the Code, that applies
to all transfers of Class R Certificates after March 31, 1988; (ii) that such tax would be on the
transferor (or, with respect to transfers to electing large partnerships, on each such partnership), or,
if such transfer is through an agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person (other than with respect to transfers to
electing large partnerships) otherwise liable for the tax shall be relieved of liability for the tax if
the transferee furnishes to such person an affidavit that the transferee is not a disqualified
organization and, at the time of transfer, such person does not have actual knowledge that the affidavit
is false; and (iv) that the Class R Certificates may be "noneconomic residual interests" within the
meaning of Treasury regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect to the income on such
residual interest, unless no significant purpose of the transfer was to impede the assessment or
collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity" holding
Class R Certificates if either the pass-through entity is an electing large partnership under Section
775 of the Code or if at any time during the taxable year of the pass-through entity a disqualified
organization is the record holder of an interest in such entity. (For this purpose, a "pass through
entity" includes a regulated investment company, a real estate investment trust or common trust fund, a
partnership, trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Securities Administrator will not register
the transfer of any Class R Certificates unless the transferee, or the transferee's agent, delivers to
it an affidavit and agreement, among other things, in substantially the same form as this affidavit and
agreement. The Owner expressly agrees that it will not consummate any such transfer if it knows or
believes that any of the representations contained in such affidavit and agreement are false.
6. That the Owner has reviewed the restrictions set forth on the face of the
Class R Certificates and the provisions of Section 5.05 of the Pooling and Servicing Agreement under
which the Class R Certificates were issued. The Owner expressly agrees to be bound by and to comply with
such restrictions and provisions.
7. That the Owner consents to any additional restrictions or arrangements that
shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that
the Class R Certificates will only be owned, directly or indirectly, by an Owner that is not a
disqualified organization.
8. The Owner's Taxpayer Identification Number is # _______________.
9. This affidavit and agreement relates only to the Class R Certificates held by
the Owner and not to any other holder of the Class R Certificates. The Owner understands that the
liabilities described herein relate only to the Class R Certificates.
10. That no purpose of the Owner relating to the transfer of any of the Class R
Certificates by the Owner is or will be to impede the assessment or collection of any tax; in making
this representation, the Owner warrants that the Owner is familiar with (i) Treasury Regulation Section
1.860E-1 (c) and recent amendments thereto, effective as of August 19, 2002, and (ii) the preamble
describing the adoption of the amendments to such regulation, which is attached hereto as Exhibit 1.
11. That the Owner has no present knowledge or expectation that it will be unable
to pay any United States taxes owed by it so long as any of the Certificates remain outstanding. In this
regard, the Owner hereby represents to and for the benefit of the person from whom it acquired the Class
R Certificates that the Owner intends to pay taxes associated with holding such Class R Certificates as
they become due, fully understanding that it may incur tax liabilities in excess of any cash flows
generated by the Class R Certificates.
12. That the Owner has no present knowledge or expectation that it will become
insolvent or subject to a bankruptcy proceeding for so long as any of the Class R Certificates remain
outstanding.
13. The Owner is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of, the United States or any
political subdivision thereof, or an estate or trust whose income from sources without the United States
is includable in gross income for United States federal income tax purposes regardless of its connection
with the conduct of a trade or business within the United States.
14. The Owner hereby agrees that it will not cause income from the Class R
Certificates to be attributable to a foreign permanent establishment or fixed base (within the meaning
of an applicable income tax treaty) of the Owner or another United States taxpayer.
15. (a) The Purchaser hereby certifies, represents and warrants to, and
covenants with the Company, the Trustee, the Securities Administrator and the Master Servicer that the
following statements in (1) or (2) are accurate:
(1) The Certificates (i) are not being acquired by, and will not
be transferred to, any employee benefit plan within the meaning of section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and bank collective investment funds and
insurance company general or separate accounts in which such plans, accounts or arrangements are
invested, that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986
(the "Code") (any of the foregoing, a "Plan"), (ii) are not being acquired with "plan assets" of a Plan
within the meaning of the Department of Labor ("DOL") regulation, 29 C.F.R. ? 2510.3-101 or otherwise
under ERISA, and (iii) will not be transferred to any entity that is deemed to be investing plan assets
within the meaning of the DOL regulation, 29 C.F.R. ? 2510.3-101 or otherwise under ERISA;
(2) The purchase of Certificates is permissible under applicable law,
will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code,
will not subject the Company, the Trustee or the Master Servicer to any obligation in addition to those
undertaken in the Pooling and Servicing Agreement and, with respect to each source of funds ("Source")
being used by the Purchaser to acquire the Certificates, each of the following statements is accurate:
(a) the Purchaser is an insurance company; (b) the Source is assets of the Purchaser's "general
account;" (c) the conditions set forth in Prohibited Transaction Class Exemption ("PTCE") 95-60 issued by
the DOL have been satisfied and the purchase, holding and transfer of Certificates by or on behalf of
the Purchaser are exempt under PTCE 95-60; and (d) the amount of reserves and liabilities for such
general account contracts held by or on behalf of any Plan does not exceed 10% of the total reserves and
liabilities of such general account plus surplus as of the date hereof (for purposes of this clause, all
Plans maintained by the same employer (or affiliate thereof) or employee organization are deemed to be a
single Plan) in connection with its purchase and holding of such Certificates; or
(b) The Owner will provide the Securities Administrator with an opinion of counsel
acceptable to and in form and substance satisfactory to the Securities Administrator to the effect that
the purchase of Certificates is permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the
Trustee, the Company, the Securities Administrator or the Master Servicer to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and Servicing Agreement.
In addition, the Owner hereby certifies, represents and warrants to, and covenants
with, the Company, the Trustee, the Securities Administrator and the Master Servicer that the Owner will
not transfer such Certificates to any Plan or person unless either such Plan or person meets the
requirements set forth in either (a) or (b) above.
Capitalized terms used but not defined herein shall have the meanings assigned in the
Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on its behalf,
pursuant to authority of its Board of Directors, by its [Title of Officer] this ____ day of _________,
20__.
[NAME OF INVESTOR]
By:
[Name of Officer]
[Title of Officer]
[Address of Investor for receipt of
distributions]
Address of Investor for receipt of tax
information:
Personally appeared before me the above-named [Name of Officer], known or proved to me to be
the same person who executed the foregoing instrument and to be the [Title of Officer] of the Investor,
and acknowledged to me that he executed the same as his free act and deed and the free act and deed of
the Investor.
Subscribed and sworn before me this ___ day of _________, 20___.
NOTARY PUBLIC
COUNTY OF
STATE OF
My commission expires the ___ day of ___________________, 20___.
EXHIBIT F-1
FORM OF INVESTMENT LETTER (NON-RULE 144A)
______________,200___
Structured Asset Mortgage Investments II Inc.
383 Madison Avenue
New York, New York10179
Wells Fargo Bank, National Association
Sixth Street and Marquette Avenue
Minneapolis, Minnesota55479
Attention: Bear Stearns Alt-A Trust 2006-3
Re: Bear Stearns Alt-A Trust 2006-3
Mortgage Pass-Through Certificates, Series 2006-3, Class___
Ladies and Gentlemen:
______________ (the "Purchaser") intends to purchase from ______________ (the "Seller")
$_________ initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series 2006-3,
Class _____ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement (the "Poolingand Servicing Agreement"), dated as of April 1, 2006 among Structured Asset Mortgage Investments II
Inc., as depositor (the "Seller"), EMC Mortgage Corporation, Wells Fargo Bank, National Association, as
master servicer and securities administrator, and U.S. Bank National Association, as trustee (the
"Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and
covenants with, the Seller and the Trustee that:
1. The Purchaser understands that (a) the Certificates have not been and
will not be registered or qualified under the Securities Act of 1933, as amended (the
"Act") or any state securities law, (b) the Seller is not required to so register or
qualify the Certificates, (c) the Certificates may be resold only if registered and
qualified pursuant to the provisions of the Act or any state securities law, or if an
exemption from such registration and qualification is available, (d) the Pooling and
Servicing Agreement contains restrictions regarding the transfer of the Certificates
and (e) the Certificates will bear a legend to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account for
investment only and not with a view to or for sale in connection with any distribution
thereof in any manner that would violate the Act or any applicable state securities
laws.
3. The Purchaser is (a) a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business matters, and,
in particular, in such matters related to securities similar to the Certificates, such
that it is capable of evaluating the merits and risks of investment in the
Certificates, (b) able to bear the economic risks of such an investment and (c) an
"accredited investor" within the meaning of Rule 501 (a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished with, and has had an opportunity to
review (a) a copy of the Pooling and Servicing Agreement and (b) such other
information concerning the Certificates, the Mortgage Loans and the Seller as has been
requested by the Purchaser from the Seller or the Seller and is relevant to the
Purchaser's decision to purchase the Certificates. The Purchaser has had any
questions arising from such review answered by the Seller or the Seller to the
satisfaction of the Purchaser.
5. The Purchaser has not and will not nor has it authorized or will it
authorize any person to (a) offer, pledge, sell, dispose of or otherwise transfer any
Certificate, any interest in any Certificate or any other similar security to any
person in any manner, (b) solicit any offer to buy or to accept a pledge, disposition
of other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) otherwise approach or negotiate
with respect to any Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) make any general solicitation by means of
general advertising or in any other manner or (e) take any other action, that (as to
any of (a) through (e) above) would constitute a distribution of any Certificate under
the Act, that would render the disposition of any Certificate a violation of Section 5
of the Act or any state securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or otherwise transfer any
of the Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.
6. The Purchaser (if the Certificate is not rated at least "BBB-" or its
equivalent by Fitch, S&P or Moody's):
(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (a "Plan"), or any other person (including an investment manager, a named
fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan within the meaning of the
Department of Labor ("DOL") regulation at 29 C.F.R. §2510.3-101; or
(b) is an insurance company, the source of funds to be used by it
to purchase the Certificates is an "insurance company general account" (within the
meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the
purchase is being made in reliance upon the availability of the exemptive relief
afforded under Sections I and III of PTCE 95-60.
In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with,
the Company, the Trustee, the Securities Administrator and the Master Servicer that the Purchaser will
not transfer such Certificates to any Plan or person unless such Plan or person meets the requirements
set forth in either 6(a) or (b) above.
Very truly yours,
[PURCHASER]
By:
Name:
Title:
EXHIBIT F-2
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
The undersigned seller, as registered holder (the "Seller"), intends to transfer the
Rule 144A Securities described above to the undersigned buyer (the "Buyer").
1. In connection with such transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby certifies the following
facts: Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or
otherwise disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of
the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar security from,
or otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended
(the "1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of
Section 5 of the 1933 Act or require registration pursuant thereto, and that the Seller has not offered
the Rule 144A Securities to any person other than the Buyer or another "qualified institutional buyer"
as defined in Rule 144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the Seller, the
Trustee and the Master Servicer (as defined to the Pooling and Servicing Agreement, dated as of April 1,2006 (the "Agreement"), among the Company, EMC, Wells Fargo Bank, N.A., as master servicer (the "MasterServicer"), and U.S. Bank National Association, as trustee (the "Trustee")) as follows:
(a) The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
(b) The Buyer considers itself a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of investment in the Rule 144A Securities.
(c) The Buyer has been furnished with all information regarding the Rule
144A Securities that it has requested from the Seller, the Securities Administrator or the
Master Servicer.
(d) Neither the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any interest in
the Rule 144A Securities or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security from, or otherwise approached or negotiated
with respect to the Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the 1933 Act or that would render the
disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require
registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any
person to act, in such manner with respect to the Rule 144A Securities.
(e) The Buyer is a "qualified institutional buyer" as that term is
defined in Rule 144A under the 1933 Act and has completed either of the forms of certification
to that effect attached hereto as Annex 1 or Annex 2. The Buyer is aware that the sale to it
is being made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities for
its own account or the accounts of other qualified institutional buyers, understands that such
Rule 144A Securities may be resold, pledged or transferred only (i) to a person reasonably
believed to be a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the 1933 Act.
[3. The Buyer (if the Rule 144A Securities are not rated at least "BBB-" or its
equivalent by Fitch, S&P or Moody's):
(a) is not an employee benefit or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a trustee of any Plan)
acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets"
of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. §
2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to
purchase the Certificates is an "insurance company general account" (within the meaning of DOL
Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Sections I and III of
PTCE 95-60.]
4. This document may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be
an original; such counterparts, together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document as of the date set
forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification Taxpayer Identification:
No. No:
Date: Date:
ANNEX 1 TO EXHIBIT F
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A
Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial Officer,
Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A")
because (i) the Buyer owned and/or invested on a discretionary basis
$ in securities (except for the excluded securities referred
to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below.
-- Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan
association or similar institution), Massachusetts or similar business trust,
partnership, or charitable organization described in Section 501(c)(3) of the Internal
Revenue Code.
-- Bank. The Buyer (a) is a national bank or banking institution organized under the
laws of any State, territory or the District of Columbia, the business of which is
substantially confined to banking and is supervised by the State or territorial
banking commission or similar official or is a foreign bank or equivalent institution,
and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto.
-- Savings and Loan. The Buyer (a) is a savings and loan association, building and loan
association, cooperative bank, homestead association or similar institution, which is
supervised and examined by a State or Federal authority having supervision over any
such institutions or is a foreign savings and loan association or equivalent
institution and (b) has an audited net worth of at least $25,000,000 as demonstrated
in its latest annual financial statements.
-- Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934.
-- Insurance Company. The Buyer is an insurance company whose primary and predominant
business activity is the writing of insurance or the reinsuring of risks underwritten
by insurance companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a State or territory or the District
of Columbia.
-- State or Local Plan. The Buyer is a plan established and maintained by a State, its
political subdivisions, or any agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.
-- ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of
the Employee Retirement Income Security Act of 1974.
-- Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.
-- SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of the Small Business Investment
Act of 1958.
-- Business Development Company. The Buyer is a business development company as defined
in Section 202(a)(22) of the Investment Advisers Act of 1940.
-- Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and
whose participants are exclusively (a) plans established and maintained by a State,
its political subdivisions, or any agency or instrumentality of the State or its
political subdivisions, for the benefit of its employees, or (b) employee benefit
plans within the meaning of Title I of the Employee Retirement Income Security Act of
1974, but is not a trust fund that includes as participants individual retirement
accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or
subscription by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a
repurchase agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer
and did not include any of the securities referred to in the preceding paragraph. Further, in
determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its financial statements
prepared in accordance with generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Buyer's direction. However, such securities were not included if the
Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a
reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and understands that
the seller to it and other parties related to the Certificates are relying and will continue to rely on
the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.
Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that, in
connection with any purchase of securities sold to the Buyer for the account of a third party (including
any separate account) in reliance on Rule 144A, the Buyer will only purchase for the account of a third
party that at the time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a third party unless the
Buyer has obtained a current representation letter from such third party or taken other appropriate
steps contemplated by Rule 144A to conclude that such third party independently meets the definition of
"qualified institutional buyer" set forth in Rule 144A.
----------------------------------------------------------------------------------------------------------
7. The Buyer will notify each of the parties to which this certification is made
of any changes in the information and conclusions herein. Until such notice is given, the Buyer's
purchase of Rule 144A Securities will constitute a reaffirmation of this certification as of the date of
such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
EXHIBIT F-3
FORM OF TRANSFEROR REPRESENTATION LETTER
, 20
Structured Asset Mortgage Investments II Inc.
383 Madison Avenue
New York, New York10179
MORTGAGE PASS-THROUGH CERTIFICATE SERIES 2006-3
Wells Fargo Bank, National Association
Sixth Street and Marquette Avenue
Minneapolis, Minnesota55479
Attention: Bear Stearns Alt-A Trust 2006-3
Re: Mortgage Pass-Through Certificates, Series 2006-3
Ladies and Gentlemen:
In connection with the sale by (the "Seller") to (the
"Purchaser") of $ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates,
Series 2006-3 (the "Certificates") pursuant to the Pooling and Servicing Agreement, dated as of April 1,2006 (the "Pooling and Servicing Agreement"), among Structured Asset Mortgage Investments II Inc. (the
"Company"), EMC Mortgage Corporation ("EMC"), Wells Fargo Bank, N.A., as master servicer (the "MasterServicer"), and U.S. Bank National Association, as trustee (the "Trustee"). The Seller hereby
certifies, represents and warrants to, and covenants with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold,
disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any Certificate or any other similar
security from any person in any manner, (c) has otherwise approached or negotiated with respect to any
Certificate, any interest in any Certificate or any other similar security with any person in any
manner, (d) has made any general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would constitute a
distribution of the Certificates under the Securities Act of 1933 (the "Act"), that would render the
disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that
would require registration or qualification pursuant thereto. The Seller will not act, in any manner
set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not
sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the
Pooling and Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT G
FORM OF AMENDED AND RESTATED CUSTODIAL AGREEMENT
THIS AMENDED AND RESTATED CUSTODIAL AGREEMENT (as amended and supplemented from time
to time, the Agreement, dated as of September [_], 2006, by and among U.S. BANK NATIONAL ASSOCIATION, as
trustee (including its successors under the Pooling and Servicing Agreement defined below, the
"Trustee"), STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as company (together with any successor in
interest, the "Company"), WELLS FARGO BANK, NATIONAL ASSOCIATION, as master servicer and securities
administrator (together with any successor in interest or successor under the Pooling and Servicing
Agreement referred to below, the "Master Servicer" or the "Securities Administrator," as applicable) and
WELLS FARGO BANK, NATIONAL ASSOCIATION, as custodian (together with any successor in interest or any
successor appointed hereunder, the "Custodian").
WITNESSETH THAT:
WHEREAS, the parties hereto entered into a Custodial Agreement, dated as of April 28,2006 (the "Original Custodial Agreement") in connection with the Original Pooling and Servicing
Agreement (as defined herein); and
WHEREAS, the Company, EMC, the Master Servicer, the Securities Administrator and the
Trustee have entered into a Pooling and Servicing Agreement, dated as of April 1, 2006, relating to the
issuance of Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-3 (as in effect on
the date of this agreement, the "Original Pooling and Servicing Agreement," and as amended and
supplemented from time to time, the "Pooling and Servicing Agreement";
WHEREAS, the Custodian has agreed to act as agent for the Trustee, on behalf of the
Certificateholders, for the purposes of receiving and holding certain documents and other instruments
relating to the mortgage loans (herein referred to as the "Mortgage Loans") listed on Schedule I
attached hereto (the "Mortgage Loan Schedule") delivered by the Company or the Master Servicer under the
Pooling and Servicing Agreement and the Servicers under their respective Servicing Agreements, all upon
the terms and conditions and subject to the limitations hereinafter set forth;
WHEREAS, the parties hereto wish to amend and restate the Original Pooling and
Servicing Agreement in certain respects in connection with Regulation AB;
WHEREAS, in connection with the Amended and Restated Pooling and Servicing Agreement
(the "Amended and Restated Pooling and Servicing Agreement") the parties hereto wish to amend and
restate the Original Custodial Agreement in certain respects as set forth herein and to restate such
modified agreement in connection with Regulation AB; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the Trustee, the Company, the Master Servicer and the Custodian hereby
agree to modify and restate the Original Custodial Agreement to read in its entirety as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used in this Agreement and not defined herein shall have the
meanings assigned in the Original Pooling and Servicing Agreement, unless otherwise required by the
context herein.
ARTICLE II
CUSTODY OF MORTGAGE DOCUMENTS
Section 2.1. Custodian to Act as Agent: Acceptance of Mortgage Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes, acknowledges (subject to any
exceptions noted in the Initial Certification referred to in Section 2.3(a) receipt of the Mortgage
Files relating to the Mortgage Loans identified on the schedule attached hereto and declares that it
holds and will hold such Mortgage Files as agent for the Trustee, in trust, for the use and benefit of
all present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File relating to the
Mortgage Loans includes one or more assignments of Mortgage to the Trustee in a state which is
specifically excluded from the Opinion of Counsel delivered by the Seller to the Trustee (with a copy to
the Custodian) pursuant to the provisions of Section 2.01 of the Pooling and Servicing Agreement, each
such assignment shall be delivered by the Custodian to the Company for the purpose of recording it in
the appropriate public office for real property records, and the Company, at no expense to the
Custodian, shall promptly cause to be recorded in the appropriate public office for real property
records each such assignment of Mortgage and, upon receipt thereof from such public office, shall return
each such assignment of Mortgage to the Custodian.
Section 2.3. Review of Mortgage Files.
(1) On or prior to the Closing Date, in accordance with Section 2.02 of the
Pooling and Servicing Agreement, the Custodian shall deliver to the Company, the Master Servicer and the
Trustee an Initial Certification in the form annexed hereto as Exhibit One evidencing receipt (subject
to any exceptions noted therein) of a Mortgage File for each of the Mortgage Loans.
(2) Within 90 days of the Closing Date (or, with respect to any Substitute
Mortgage Loans, within 5 Business Days after the receipt by the Trustee or the Custodian thereof), the
Custodian agrees, for the benefit of Certificateholders, to review, in accordance with the provisions of
Section 2.02 of the Pooling and Servicing Agreement, each such document relating to the Mortgage Loans,
and shall deliver to the Company, the Master Servicer and the Trustee an Interim Certification in the
form annexed hereto as Exhibit Two to the effect that all such documents have been executed and received
and that such documents relate to the Mortgage Loans, except for any exceptions listed on Schedule A
attached to such Interim Certification. The Custodian shall be under no duty or obligation to inspect,
review or examine said documents, instruments, certificates or other papers to determine that the same
are genuine, enforceable, or appropriate for the represented purpose or that they have actually been
recorded or that they are other than what they purport to be on their face.
(3) Not later than 180 days after the Closing Date (or, with respect to any
Substitute Mortgage Loans, within 5 Business Days after the receipt by the Trustee or the Custodian
thereof), the Custodian shall review the Mortgage Files related to the Mortgage Loans as provided in
Section 2.02 of the Pooling and Servicing Agreement and deliver to the Company, the Master Servicer and
the Trustee a Final Certification in the form annexed hereto as Exhibit Three evidencing the
completeness of such Mortgage Files.
(4) In reviewing the Mortgage Files relating to the Mortgage Loans as provided
herein and in the Pooling and Servicing Agreement, the Custodian shall make no representation as to and
shall not be responsible to verify (i) the validity, legality, enforceability, due authorization,
recordability, sufficiency or genuineness of any of the documents included in any Mortgage File or (ii)
the collectibility, insurability, effectiveness or suitability of any of the documents in any Mortgage
File.
Upon receipt of written request from EMC, the Company, the Master Servicer or the Trustee, the
Custodian shall as soon as practicable supply the requesting party with a list of all of the documents
relating to the Mortgage Loans missing from the Mortgage Files.
Section 2.4. Notification of Breaches of Representations and Warranties. Upon
discovery by the Custodian of a breach of any representation or warranty made by the Company as set
forth in the Pooling and Servicing Agreement with respect to a Mortgage Loan relating to a Mortgage
File, the Custodian shall give prompt written notice to the Company, the Master Servicer, the related
Servicer and the Trustee.
Section 2.5. Custodian to Cooperate: Release of Mortgage Files. Upon receipt of
written notice from the Master Servicer or the Trustee that EMC (the "Mortgage Loan Seller") has
repurchased a Mortgage Loan pursuant to Article II of the Pooling and Servicing Agreement, and that the
purchase price therefore has been deposited in the Master Servicer Collection Account or the
Distribution Account, then the Custodian agrees to promptly release to the Mortgage Loan Seller the
related Mortgage File.
Upon the Custodian's receipt of a request for release (a "Request for Release")
substantially in the form of Exhibit D to the Pooling and Servicing Agreement signed by a Servicing
Officer of the related Servicer stating that it has received payment in full of a Mortgage Loan or that
payment in full will be escrowed in a manner customary for such purposes, the Custodian agrees promptly
to release to the related Servicer the related Mortgage File. The Company shall deliver to the Custodian
and the Custodian agrees to accept the Mortgage Note and other documents constituting the Mortgage File
with respect to any Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any Primary Mortgage Insurance Policy, the related
Servicer shall deliver to the Custodian a Request for Release signed by a Servicing Officer requesting
that possession of all of the Mortgage File be released to the related Servicer and certifying as to the
reason for such release and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any of the Insurance Policies. Upon receipt of the foregoing, the
Custodian shall deliver the Mortgage File to the related Servicer. All Mortgage Files so released to the
related Servicer shall be held by it in trust for the Trustee for the use and benefit of all present and
future Certificateholders. The related Servicer shall cause each Mortgage File or any document therein
so released to be returned to the Custodian when the need therefore by the related Servicer no longer
exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Master Servicer Collection Account or the Distribution Account
or (ii) the Mortgage File or such document has been delivered to an attorney, or to a public trustee or
other public official as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the
related Servicer has delivered to the Custodian a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery.
At any time that a Servicer is required to deliver to the Custodian a Request for
Release, EMC or the related Servicer shall deliver two copies of the Request for Release if delivered in
hard copy or EMC or the related Servicer may furnish such Request for Release electronically to the
Custodian, in which event the Servicing Officer transmitting the same shall be deemed to have signed the
Request for Release. In connection with any Request for Release of a Mortgage File because of a
repurchase of a Mortgage Loan, such Request for Release shall be accompanied by an assignment of
mortgage, without recourse, representation or warranty from the Trustee to the Mortgage Loan Seller and
the related Mortgage Note shall be endorsed without recourse, representation or warranty by the Trustee
(unless such Mortgage Note was a MERS Loan and not endorsed to the Trustee) and be returned to the
Mortgage Loan Seller. In connection with any Request for Release of a Mortgage File because of the
payment in full of a Mortgage Loan, such Request for Release shall be accompanied by a certificate of
satisfaction or other similar instrument to be executed by or on behalf of the Trustee and returned to
EMC or the related Servicer.
Section 2.6. Assumption Agreements. In the event that any assumption agreement,
substitution of liability agreement or sale of servicing agreement is entered into with respect to any
Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and
Servicing Agreement, the Master Servicer, to the extent provided in the related Servicing Agreement,
shall cause the related Servicer to notify the Custodian that such assumption or substitution agreement
has been completed by forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all purposes, shall be considered
a part of such Mortgage File to the same extent as all other documents and instruments constituting
parts thereof.
ARTICLE III
CONCERNING THE CUSTODIAN
Section 3.1. Custodian as Bailee and Agent of the Trustee. With respect to each
Mortgage Note, Mortgage and other documents constituting each Mortgage File relating to the Mortgage
Loans which are delivered to the Custodian, the Custodian is exclusively the bailee and agent of the
Trustee and has no instructions to hold any Mortgage Note or Mortgage for the benefit of any person
other than the Trustee, holds such documents for the benefit of Certificateholders and undertakes to
perform such duties and only such duties as are specifically set forth in this Agreement. Except upon
compliance with the provisions of Section 2.5 of this Agreement with respect to any Mortgage Loan, no
Mortgage Note, Mortgage or Mortgage File shall be delivered by the Custodian to the Company, the
Servicers or the Master Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Reserved.
Section 3.3. Custodian May Own Certificates. The Custodian in its individual or
any other capacity may become the owner or pledgee of Certificates with the same rights it would have if
it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses. The Master
Servicer covenants and agrees to pay to the Custodian from time to time, and the Custodian shall be
entitled to, reasonable compensation for all services rendered by it in the exercise and performance of
any of the powers and duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made
by the Custodian in accordance with any of the provisions of this Agreement (including the reasonable
compensation and the expenses and disbursements of its counsel and of all persons not regularly in its
employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith
or to the extent that such cost or expense is indemnified by the Company pursuant to the Pooling and
Servicing Agreement.
Section 3.5. Custodian May Resign Trustee May Remove Custodian. The Custodian may
resign from the obligations and duties hereby imposed upon it as such obligations and duties relate to
its acting as Custodian of the Mortgage Loans. Upon receiving such notice of resignation, the Trustee
shall either take custody of the Mortgage Files itself and give prompt written notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor Custodian by written
instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Custodian and
one copy to the successor Custodian. If the Trustee shall not have taken custody of the Mortgage Files
and no successor Custodian shall have been so appointed and have accepted appointment within 30 days
after the giving of such notice of resignation, the resigning Custodian may petition any court of
competent jurisdiction for the appointment of a successor Custodian.
The Trustee may remove the Custodian at any time with the consent of the Master
Servicer. In such event, the Trustee shall appoint, or petition a court of competent jurisdiction to
appoint, a successor Custodian hereunder. Any successor Custodian shall be a depository institution
subject to supervision or examination by federal or state authority, shall be able to satisfy the other
requirements contained in Section 3.7 and shall be unaffiliated with the Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a successor Custodian
pursuant to any of the provisions of this Section 3.5 shall become effective upon acceptance of
appointment by the successor Custodian. The Trustee shall give prompt notice to the Company and the
Master Servicer of the appointment of any successor Custodian. No successor Custodian shall be appointed
by the Trustee without the prior approval of the Company and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into which the
Custodian may be merged or converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which the Custodian shall be a party, or any Person
succeeding to the business of the Custodian, shall be the successor of the Custodian hereunder, without
the execution or filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided that such successor is a depository
institution subject to supervision or examination by federal or state authority and is able to satisfy
the other requirements contained in Section 3.7 and is unaffiliated with the Master Servicer or the
Company.
Section 3.7. Representations of the Custodian. The Custodian hereby represents
that it is a depository institution subject to supervision or examination by a federal or state
authority, has a combined capital and surplus of at least $15,000,000 and is qualified to do business in
the jurisdictions in which it will hold any Mortgage File.
Section 3.8. Limitation on Liability. Neither the Custodian nor any of its
directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by
it or them hereunder or in connection herewith in good faith and reasonably believed (which belief may
be based upon the written opinion or advice of counsel selected by it in the exercise of reasonable
care) by it or them to be within the purview of this Agreement, except for its or their own negligence,
lack of good faith or willful misconduct. The Custodian and any director, officer, employee or agent of
the Custodian may rely in good faith on any document of any kind prima facie properly executed and
submitted by any person with authority with respect to any related matters arising hereunder. In no
event shall the Custodian or its directors, officers, agents and employees be held liable for any
special, indirect or consequential damages resulting from any action taken or omitted to be taken by it
or them hereunder or in connection herewith even if advised of the possibility of such damages.
Notwithstanding anything herein to the contrary, the Custodian agrees to indemnify the
Trust Fund, the Trustee and each of their respective employees, representatives, affiliates, officers,
directors and agents for any and all liabilities, obligations, losses, damages, payments, costs or
expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trustee or
Trust Fund or any such other respective Person, due to any willful misfeasance or negligent or bad faith
performance or non-performance by the Custodian of its duties and responsibilities under this Agreement;
provided, however, that the Custodian shall not be liable to any of the foregoing Persons for any amount
and any portion of any such amount directly and solely resulting from the willful misfeasance, bad faith
or negligence of such person, and the Custodian's reliance on written instructions from the Trustee or
the Master Servicer. The provisions of this Section 3.8 shall survive the termination of this Custodial
Agreement.
The Custodian and its directors, officers, employees and agents shall be entitled to
indemnification and defense from the Trust Fund for any loss, liability or expense incurred (other than
as a result of any willful misfeasance or negligent or bad-faith performance or non-performance on their
part), arising out of, or in connection with, the acceptance or administration of the custodial
arrangement created hereunder, including the costs and expenses of defending themselves against any
claim or liability in connection with the exercise or performance of any of their powers or duties
hereunder.
ARTICLE IV
COMPLIANCE WITH REGULATION AB
Section 4.1. Intent of the parties; Reasonableness. The parties hereto
acknowledge and agree that the purpose of this Article IV is to facilitate compliance by the Company,
Master Servicer and the Securities Administrator with the provisions of Regulation AB and related rules
and regulations of the Commission. The Company, Master Servicer and the Securities Administrator shall
not exercise its right to request delivery of information or other performance under these provisions
other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange
Act and the rules and regulations of the Commission under the Securities Act and the Exchange Act. Each
of the parties hereto acknowledges that interpretations of the requirements of the requirements of
Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or
its staff, consensus among participants in the mortgage-backed securities markets, advice of counsel, or
otherwise, and agrees to comply with requests made by the Company, Master Servicer and the Securities
Administrator in good faith for delivery of information under these provisions on the basis of evolving
interpretations of Regulation AB to the extent reasonably practicable. The Custodian shall cooperate
reasonably with the Company to deliver to the Company, Master Servicer and Securities Administrator
(including any of their respective assignees or designees), any and all disclosure, statements, reports,
certifications, records and any other information necessary in the reasonable, good faith determination
of the Company, Master Servicer and Securities Administrator to permit the Company, Master Servicer and
Securities Administrator to comply with the provisions of Regulation AB.
Section 4.2. Additional Representations and Warranties of the Custodian.
(1) The Custodian hereby represents and warrants that the information with respect
to the Custodian set forth in the Prospectus Supplement under the caption "Description of the
Certificates – The Custodian" (the "Custodian Disclosure") does not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not
misleading.
(2) The Custodian shall be deemed to represent to the Company as of the date
hereof and on each date on which information is provided to the Company under Section 4.3 that, except
as disclosed in writing to the Company prior to such date: (i) there are no aspects of its financial
condition that could have a material adverse effect on the performance by it of its Custodian
obligations under this Agreement or any other securitization transaction as to which it is the
custodian; (ii) there are no material legal or governmental proceedings pending (or known to be
contemplated) against it; and (iii) there are no affiliations, relationships or transactions relating to
the Custodian with respect to the Company or any sponsor, issuing entity, servicer, trustee, originator,
significant obligor, enhancement or support provider or other material transaction party (as such terms
are used in Regulation AB) relating to the securitization transaction contemplated by the Original
Pooling and Servicing Agreement, as identified by the Company to the Custodian in writing as of the
Closing Date (each, a "Transaction Party").
(3) If so requested by the Company on any date following the Closing Date, the
Custodian shall, within five Business Days following such request, confirm in writing the accuracy of
the representations and warranties set forth in paragraph (1) of this section or, if any such
representation and warranty is not accurate as of the date of such confirmation, provide reasonably
adequate disclosure of the pertinent facts, in writing, to the requesting party. Any such request from
the Company shall not be given more than once each calendar quarter, unless the Company shall have a
reasonable basis for a determination that any of the representations and warranties may not be accurate.
Section 4.3. Additional Information to Be Provided by the Custodian. For so long
as the Certificates are outstanding, for the purpose of satisfying the Company 's reporting obligation
under the Exchange Act with respect to any class of Certificates, the Custodian shall (a) notify the
Company and the Securities Administrator in writing of any material litigation or governmental
proceedings pending against the Custodian that would be material to Certificateholders, and (b) provide
to the Company and the Securities Administrator a written description of such proceedings. Any notices
and descriptions required under this Section 4.3 shall be given no later than five Business Days prior
to the Determination Date following the month in which the Custodian has knowledge of the occurrence of
the relevant event. As of the date the Company or the Securities Administrator files each Report on Form
10-D or Form 10-K with respect to the Certificates, the Custodian will be deemed to represent that any
information previously provided under this Section 4.3, if any, is materially correct and does not have
any material omissions unless the Custodian has provided an update to such information.
Section 4.4. Report on Assessment of Compliance and Attestation. On or before
March 15 of each calendar year, the Custodian shall:
(1) deliver to the Company, the Master Servicer and the Securities Administrator a
report (in form and substance reasonably satisfactory to the Master Servicer, the Securities
Administrator and the Company) regarding the Custodian's assessment of compliance with the Servicing
Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of
the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Company, the
Master Servicer and the Securities Administrator and signed by an authorized officer of the Custodian,
and shall address each of the Servicing Criteria specified on a certification substantially in the form
of Exhibit Five hereto; and
(2) deliver to the Master Servicer, the Company and the Securities Administrator a
report of a registered public accounting firm reasonably acceptable to the Master Servicer, the Company
and the Securities Administrator that attests to, and reports on, the assessment of compliance made by
the Custodian and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance
with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.
Section 4.5. Indemnification; Remedies.
(1) The Custodian shall indemnify the Company, each affiliate of the Company, the
Master Servicer, the Securities Administrator, the Trustee and each broker dealer acting as underwriter,
placement agent or initial purchaser of the Certificates or each Person who controls any of such parties
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the
respective present and former directors, officers, employees and agents of each of the foregoing, and
shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of
them may sustain arising out of or based upon:
(i) (A) any untrue statement of a material fact contained or alleged to be
contained in the Custodian Disclosure and any information, report, certification, accountants'
attestation or other material provided under this Article IV by or on behalf of the Custodian
(collectively, the "Custodian Information"), or (B) the omission or alleged omission to state in the
Custodian Information a material fact required to be stated in the Custodian Information or necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not
misleading; or
(ii) any failure by the Custodian to deliver any information, report,
certification, accountants' attestation or other material when and as required under this Article IV.
(2) In the case of any failure of performance described in clause (ii) of Section
4.5(1), the Custodian shall promptly reimburse the Company, the Securities Administrator and the Master
Servicer for all costs reasonably incurred by the Company in order to obtain the information, report,
certification, accountants' letter or other material not delivered as required by the Custodian.
ARTICLE V.
MISCELLANEOUS PROVISIONS
Section 5.1. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument or document delivered
hereunder shall be in writing and, unless otherwise specifically provided, may be delivered personally,
by telegram or telex, or by registered or certified mail, postage prepaid, return receipt requested, at
the addresses specified on the signature page hereof (unless changed by the particular party whose
address is stated herein by similar notice in writing), in which case the notice will be deemed
delivered when received.
Section 5.2. Amendments. No modification or amendment of or supplement to this
Agreement shall be valid or effective unless the same is in writing and signed by all parties hereto,
and neither the Company, the Master Servicer nor the Trustee shall enter into any amendment hereof
except as permitted by the Pooling and Servicing Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling and Servicing Agreement and furnish the
Custodian with written copies thereof.
Section 5.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER
THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICTS OF LAW RULES (OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 5.4. Recordation of Agreement. To the extent permitted by applicable law,
this Agreement is subject to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the properties subject to the
Mortgages are situated, and in any other appropriate public recording office or elsewhere, such
recordation to be effected by the Company and at the Trust's expense, but only upon direction
accompanied by an Opinion of Counsel reasonably satisfactory to the Company to the effect that the
failure to effect such recordation is likely to materially and adversely affect the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein provided
and for other purposes, this Agreement may be executed simultaneously in any number of counterparts,
each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but
one and the same instrument.
Section 5.5. Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates or the rights of the
holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.
Address: U.S. BANK NATIONAL ASSOCIATION, as Trustee
One Federal Street, 3rd Floor
Boston, MA02110 By:
Name:
Attention: Title:
Telecopy:
Confirmation:
Address: STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
383 Madison Avenue By:New York, New York10179 Name: Baron Silverstein
Title: Vice President
Address: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master
Servicer and Securities Administrator
9062 Old Annapolis
Columbia, Maryland21045 By:
Attention: BSALTA 2006-3 Name:
Title:
Address: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian
1015 10th Avenue By:Minneapolis, Minnesota55414 Name: Leigh Taylor
Attention: BSALTA 2006-3 Title: Vice President
Telecopier: (612) 667-1068
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the [_] day of September, 2006, before me, a notary public in and for said State,
personally appeared _______________, known to me to be a _________________of U.S. BANK NATIONAL
ASSOCIATION, a national banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said association and acknowledged to me that such association
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
___________________________________
Notary Public
[SEAL]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the [_] day of September, 2006, before me, a notary public in and for said State,
personally appeared Leigh Taylor, known to me to be a Vice President of Wells Fargo Bank, National
Association, a national banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association, and acknowledged to me
that such national banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
___________________________________
Notary Public
[SEAL]
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the [_] day of September, 2006, before me, a notary public in and for said State,
personally appeared Baron Silverstein, known to me to be a Vice President of Structured Asset Mortgage
Investments II Inc., one of the companies that executed the within instrument, and also known to me to
be the person who executed it on behalf of said company, and acknowledged to me that such company
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
____________________________________
Notary Public
[Notarial Seal]
STATE OF MARYLAND )
)ss.:
COUNTY OF HOWARD )
On the [_] day of September, 2006, before me, a notary public in and for said State,
personally appeared __________________, known to me to be a/an _____________________ of Wells Fargo
Bank, National Association, a national banking association that executed the within instrument, and also
known to me to be the person who executed it on behalf of said national banking association, and
acknowledged to me that such national banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year in this certificate first above written.
____________________________________
Notary Public
[Notarial Seal]
EXHIBIT ONE
FORM OF CUSTODIAN INITIAL CERTIFICATION
__, 20__
U.S. BANK NATIONAL ASSOCIATION Structured Asset Mortgage
One Federal Street, 3rd Floor Investments II Inc.
Boston, MA02110 383 Madison Avenue
New York, New York10179
Wells Fargo Bank, National Association
9062 Old Annapolis
Columbia, Maryland21045
Attention: BSALTA 2006-3
Attention: Structured Asset Mortgage Investments II Inc.
Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-3
Re: Amended and Restated Custodial Agreement, dated as of
September [_], 2006, by and among U.S. BANK NATIONAL
ASSOCIATION, Structured Asset Mortgage Investments II Inc.
and Wells Fargo Bank, National Association relating to Bear
Stearns ALT-A Trust, Mortgage Pass-Through Certificates,
Series 2006-3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, and subject
to Section 2.02 of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby certifies
that it has received a Mortgage File (which contains an original Mortgage Note or lost note affidavit)
to the extent required in Section 2.01 of the Pooling and Servicing Agreement with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned
to them in the above-captioned Custodial Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
By: _______________________________
Name:
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
_________, 20__
U.S. Bank National Association Structured Asset Mortgage Investments II Inc.
One Federal Street, 3rd Floor 383 Madison Avenue
Boston, Massachusetts02110New York, New York10179
Wells Fargo Bank, National Association
9062 Old Annapolis
Columbia, Maryland21045
Attention: BSALTA 2006-3
Attention: Structured Asset Mortgage Investments II Inc.
Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-3
Re: Amended and Restated Custodial Agreement, dated as of September
[_], 2006, by and among U.S. Bank National Association,
Structured Asset Mortgage Investments II Inc. and Wells Fargo
Bank, National Association relating to Bear Stearns ALT-A
Trust, Mortgage Pass-Through Certificates, Series 2006-3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File to the extent required
pursuant to Section 2.01 of the Pooling and Servicing Agreement with respect to each Mortgage Loan
listed in the Mortgage Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan
Schedule and has determined that: all required documents have been executed and received and that such
documents related to the Mortgage Loans identified on the Mortgage Loan Schedule, with any exceptions
listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned
to them in the above-captioned Custodial Agreement.
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
__________, 20__
U.S. Bank National Association Structured Asset Mortgage Investments II Inc.
One Federal Street, 3rd Floor 383 Madison Avenue
Boston, Massachusetts02110New York, New York10179
Wells Fargo Bank, National Association
9062 Old Annapolis
Columbia, Maryland21045
Attention: BSALTA 2006-3
Attention: Structured Asset Mortgage Investments II Inc.
Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-3
Re: Amended and Restated Custodial Agreement, dated as of September
[_], 2006, by and among U.S. BANK NATIONAL ASSOCIATION,
Structured Asset Mortgage Investments II Inc. and Wells Fargo
Bank, National Association relating to Bear Stearns ALT-A
Trust, Mortgage Pass-Through Certificates, Series 2006-3
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement and subject
to Section 2.02(b) of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby
certifies that, subject to any exceptions listed on Schedule A attached hereto, it has received a
Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan Schedule containing with
respect to each such Mortgage Loan:
(i) The original Mortgage Note, endorsed without recourse (A) to the order of the
Trustee or (B) in the case of a Mortgage Loan in the MERS System, in blank, and in each case
showing an unbroken chain of endorsements from the originator thereof to the Person endorsing
it to the Trustee or a lost note affidavit together with a copy of the related Mortgage Note;
(ii) the original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the
presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall
have been recorded (or if the original is not available, a copy), with evidence of such
recording indicated thereon;
(iii) unless the Mortgage Loan is a MOM Loan, a certified copy of the assignment (which
may be in the form of a blanket assignment if permitted in the jurisdiction in which the
Mortgaged Property is located) to U.S. BANK NATIONAL ASSOCIATION, as Trustee, with evidence of
recording with respect to each Mortgage Loan in the name of the Trustee thereon;
(iv) all intervening assignments of the Security Instrument, if applicable and only to
the extent available to the Seller with evidence of recording thereon;
(v) the original or a copy of the policy or certificate of primary mortgage guaranty
insurance, to the extent available, if any,
(vi) the original policy of title insurance or mortgagee's certificate of title
insurance or commitment or binder for title insurance, and
(vii) originals of all modification agreements, if applicable and available.
Capitalized words and phrases used herein shall have the respective meanings assigned
to them in the above-captioned Custodial Agreement or in the Pooling and Servicing Agreement, as
applicable.
WELLS FARGO BANK, NATIONAL
ASSOCIATION
By:
Name:
Title:
EXHIBIT FOUR
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by the Custodian shall address, at a minimum, the
criteria identified as below as "Applicable Servicing Criteria";
-------------------------------------------------------------------------------------- ----------------------
Applicable
Servicing Criteria Servicing Criteria
-------------------------------------------------------------------------------------- ----------------------
----------------------- -------------------------------------------------------------- ----------------------
Reference Criteria
----------------------- -------------------------------------------------------------- ----------------------
General Servicing Considerations
----------------------- -------------------------------------------------------------- ----------------------
Policies and procedures are instituted to monitor any
performance or other triggers and events of default in
1122(d)(1)(i) accordance with the transaction agreements
----------------------- -------------------------------------------------------------- ----------------------
If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor
1122(d)(1)(ii) the third party's performance and compliance with such
servicing activities
----------------------- -------------------------------------------------------------- ----------------------
Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii) back-up servicer for the pool assets are maintained.
----------------------- -------------------------------------------------------------- ----------------------
A fidelity bond and errors and omissions policy is in effect
on the party participating in the servicing function
throughout the reporting period in the amount of coverage
1122(d)(1)(iv) required by and otherwise in accordance with the terms of
the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Cash Collection and Administration
----------------------- -------------------------------------------------------------- ----------------------
Payments on pool assets are deposited into the appropriate
custodial bank accounts and related bank clearing accounts
no more than two business days following receipt and
1122(d)(2)(i) identification, or such other number of days specified in
the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Disbursements made via wire transfer on behalf of an obligor
1122(d)(2)(ii) or to an investor are made only by authorized personnel.
----------------------- -------------------------------------------------------------- ----------------------
Advances of funds or guarantees regarding collections, cash
flows or distributions, and any interest or other fees
charged for such advances are made, reviewed and approved as
1122(d)(2)(iii) specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
The related accounts for the transaction, such as cash
reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
1122(d)(2)(iv) respect to commingling of cash) as set forth in the
transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally
insured depository institutions" with respect to a foreign
financial institution means a foreign financial institution
1122(d)(2)(v) that meets the requirements of Rule 13k-1(b)(1) of the
Securities Exchange Act.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent
unauthorized access.
----------------------- -------------------------------------------------------------- ----------------------
Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including
custodial accounts and related bank clearing accounts. These
reconciliations are (A) mathematically accurate; (B)
prepared within 30 calendar days after the bank statement
cutoff date, or such other number of days specified in the
transaction agreements; (C) reviewed and approved by someone
other than ther person who prepared the reconciliations; and
(D) contain explanations for reconciling items, These
1122(d)(2)(vii) reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Investor Remittances and Reporting
----------------------- -------------------------------------------------------------- ----------------------
Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the
transaction agreements and applicable Commission
requirements. Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set forth in the
transaction agreements, (B) provide information calculated
in accordance with the terms specified in the transaction
agreements; (C) are filed with the Commission as required by
its rules and regulations; and (D) agree with investors; or
1122(d)(3)(i) the trustee's records as to the total unpaid principal
balance and number of pool assets serviced by the servicer.
----------------------- -------------------------------------------------------------- ----------------------
Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and other
1122(d)(3)(ii) terms set forth in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Disbursements made to an investor are posted within two
business days to the servicer's investor records, or such
1122(d)(3)(iii) other number of days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Amounts remitted to investors per the investor reports agree
with cancelled checks, or other form of payment, or
1122(d)(3)(iv) custodial bank statements.
----------------------- -------------------------------------------------------------- ----------------------
Pool Asset Administration
----------------------- -------------------------------------------------------------- ----------------------
Collateral or security on pool assets is maintained as v
1122(d)(4)(i) required by the transaction agreements or related asset pool
documents.
----------------------- -------------------------------------------------------------- ----------------------
Pool assets and related documents are safeguarded as v*
1122(d)(4)(ii) required by the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Any additions, removals or substitutions to the asset pool
are made, reviewed and approved in accordance with any
1122(d)(4)(iii) conditions or requirements in the transaction agreements
----------------------- -------------------------------------------------------------- ----------------------
Payments on pool assets, including any payoffs, made in
accordance with the related pool asset documents are posted
to the servicer's obligor records maintained no more than
two business days after receipt, or such other number of
days specified in the transaction agreements, and allocated
1122(d)(4)(iv) to principal, interest or other items (e.g., escrow) in
accordance with the related pool asset documents.
----------------------- -------------------------------------------------------------- ----------------------
The servicer's records regarding the pool assets agree with
1122(d)(4)(v) the servicer's records with respect to an obligor's unpaid
principal balance.
----------------------- -------------------------------------------------------------- ----------------------
Changes with respect to the terms or status of an obligor's
pool asset (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance
1122(d)(4)(vi) with the transaction agreements and related pool asset
documents.
----------------------- -------------------------------------------------------------- ----------------------
Loss mitigation of recovery actions (e.g., forbearance
plans, modifications and deed in lieu of foreclosure,
foreclosures and repossessions, as applicable) are
initiated, conducted and concluded in accordance with the
1122(d)(4)(vii) timeframes or other requirements established by the
transaction documents.
----------------------- -------------------------------------------------------------- ----------------------
Records documenting collection efforts are maintained during
the period a pool asset is delinquent in accordance with the
transaction agreements., Such records are maintained in at
least a monthly basis, or such other period specified in the
transaction agreements, and describe the entity's activities
in monitoring delinquent pool assets including, for example,
phone calls, letters and payment rescheduling plans in cases
1122(d)(4)(viii) where delinquency is deemed temporary (e.g., illness or
unemployment).
----------------------- -------------------------------------------------------------- ----------------------
Adjustments to interest rates or rates of return for pool
1122(d)(4)(ix) assets with variable rates are computed based on the
related pool asset documents.
----------------------- -------------------------------------------------------------- ----------------------
Regarding any funds held in trust for an obligor (such as
escrow accounts); (A) such funds are analyzed, in accordance
with the obligor's pool asset documents, on at least an
annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid,
or credited, to obligors in accordance with applicable pool
asset documents and state laws; and (C) such funds are
returned to the obligor within 3- calendar days of full
1122(d)(4)(x) repayment of the related pool asset, or such other number of
days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Payments made on behalf of an obligor (such as tax ore
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the appropriate
bills or notices for such payments, provided that such
support has been received by the service at least 30
1122(d)(4)(xi) calendar days prior to these dates, or such other number of
days specified in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
Any late payment penalties in connection with any payment to
be made on behalf of an obligor are paid from the servicer's
funds and not charged to the obligor, unless the late
1122(d)(4)(xii) payment was due to the obligor's error or omission.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within
two business days to the obligor's records maintained by the
servicer, or such other number of days specified in the
transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible funds are
recognized and recorded in accordance with the transaction
agreements.
----------------------- -------------------------------------------------------------- ----------------------
1122(d)(4)(xv) Any external enhancement or other support, identified in
item 1114(a)(1) through (3) or item 1115 of Regulation AB,
is maintained as set forth in the transaction agreements.
----------------------- -------------------------------------------------------------- ----------------------
* Only with respect to the logistics of adding, removing or substituting loan files.
EXHIBIT H-1
MORTGAGE LOAN SALE AND SERVICING AGREEMENT
between
BANK OF AMERICA, N.A.,
as Seller and as Servicer,
and
EMC MORTGAGE CORPORATION,
as Purchaser
September 1, 2001
Adjustable-Rate Mortgage Loans
Loan Package BOA/EMC 2001-7
EXHIBITS
EXHIBIT 1.........FORM OF SELLER’S AND SERVICER’S OFFICER’S CERTIFICATE
EXHIBIT 2.........MORTGAGE LOAN DOCUMENTS
EXHIBIT 3.........CONTENTS OF EACH MORTGAGE FILE
EXHIBIT 4.........MORTGAGE LOAN SCHEDULE (3/1 YEAR ADJUSTABLE RATE MORTGAGE LOANS)
EXHIBIT 4EXHIBIT 5.........UNDERWRITING GUIDELINES
EXHIBIT 6.........FORM OF LOST NOTE AFFIDAVIT
EXHIBIT 7.........FORM OF OPINION OF COUNSEL
EXHIBIT 8.........FORM OF MONTHLY REMITTANCE REPORT
iii
MORTGAGE LOAN SALE AND SERVICING AGREEMENT
THIS MORTGAGE LOAN SALE AND SERVICING AGREEMENT (the “Agreement”), dated September 20, 2001, is hereby executed by
and between EMC Mortgage Corporation, a Texas corporation, as purchaser (the “Purchaser”), and Bank of America, N.A., a national
banking association, as seller (the “Seller”) and as servicer (the “Servicer”).
WITNESSETH:
WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, certain
conventional, adjustable-rate, residential, first-lien mortgage loans (the “Mortgage Loans”) as described herein on a
servicing-retained basis, and which shall be delivered as whole loans as provided herein;
WHEREAS, each Mortgage Loan is secured by a mortgage, deed of trust or other security instrument creating a first
lien on a residential dwelling located in the jurisdiction indicated on the Mortgage Loan Schedules which are annexed hereto as
Exhibit 4 and
WHEREAS, the Purchaser, the Seller and the Servicer wish to prescribe the manner of the conveyance, servicing and
control of the Mortgage Loans;
NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser, the Seller and the Servicer
agree as follows:
SECTION 1. Definitions.
For purposes of this Agreement, the following capitalized terms shall have the respective meanings set forth below.
Adjustment Date: As to each Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in accordance with the
terms of the related Mortgage Note and Mortgage.
Agreement: This Mortgage Loan Sale and Servicing Agreement including all exhibits, schedules, amendments and
supplements hereto.
ALTA: The American Land Title Association.
Appraised Value: With respect to any Mortgaged Property, the lesser of (i) the value thereof as determined by a
Qualified Appraiser at the time of origination of the Mortgage Loan, and (ii) the purchase price paid for the related Mortgaged
Property by the Mortgagor with the proceeds of the Mortgage Loan; provided, however, that in the case of a Refinanced Mortgage Loan,
such value of the Mortgaged Property is based solely upon the value determined by an appraisal made for the originator of such
Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by a Qualified Appraiser.
1
Assignment of Mortgage: An individual assignment of the Mortgage, notice of transfer or equivalent instrument in
recordable form, sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to give record
notice of the sale of the Mortgage to the Purchaser.
Business Day: Any day other than a Saturday or Sunday, or a day on which banking and savings and loan institutions
in the States of New York, California or Virginia are authorized or obligated by law or executive order to be closed.
Closing Date:September 20, 2001.
Closing Documents: The documents required to be delivered on the Closing Date pursuant to Section 9.
CLTA: The California Land Title Association.
Code: The Internal Revenue Code of 1986, as amended, or any successor statute thereto.
Condemnation Proceeds: All awards, compensation and settlements in respect of a taking (whether permanent or temporary) of
all or part of a Mortgaged Property by exercise of the power of condemnation or the right of eminent domain, to the extent not
required to be released to a Mortgagor in accordance with the terms of the related Mortgage Loan Documents.
Customary Servicing Procedures: Procedures (including collection procedures) that the Servicer customarily employs
and exercises in servicing and administering mortgage loans for its own account and which are in accordance with accepted mortgage
servicing practices of prudent lending institutions and the Fannie Mae Guides.
Convertible Mortgage Loan: A Mortgage Loan that by its terms and subject to certain conditions allows the Mortgagor
to convert the adjustable Mortgage Interest Rate thereon to a fixed Mortgage Interest Rate.
Custodial Account: As defined in Subsection 11.04.
Cut-off Date:September 1, 2001.
Cut-off Date Principal Balance: The aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
which is determined after the application, to the reduction of principal, of payments of principal due on or before the Cut-off Date,
whether or not collected, and of Principal Prepayments received before the Cut-off Date.
2
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a Substitute Mortgage Loan in accordance
with this Agreement.
Determination Date: With respect to each Remittance Date, the 15th day (or, if such 15th day is not a Business Day, the
following Business Day) of the month in which such Remittance Date occurs.
Due Date: With respect to each Remittance Date, the first day of the month in which such Remittance Date occurs,
which is the day on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.
Due Period: With respect to each Remittance Date, the period beginning on the second day of the month preceding the
month of the Remittance Date, and ending on the first day of the month of the Remittance Date.
Eligible Investments: Any one or more of the following obligations or securities:
(i) direct obligations of, and obligations fully guaranteed by the United States of America or any agency or
instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the
United States of America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institution or
trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision
and examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term
deposit rating and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company
at the time of such investment or contractual commitment providing for such investment are rated in one of the two highest
rating categories by each Rating Agency and (b) any other demand or time deposit or certificate of deposit that is fully
insured by the FDIC;
(iii) repurchase obligations with a term not to exceed thirty (30) days and with respect to (a) any security
described in clause (i) above and entered into with a depository institution or trust company (acting as principal)
described in clause (ii)(a) above;
(iv) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of
the United States of America or any state thereof that are rated in one of the two highest rating categories by each Rating
Agency at the time of such investment or contractual commitment providing for such investment; provided, however, that
securities issued by any particular corporation will not be Eligible Investments to the extent that investments therein will
cause the then outstanding principal amount of securities issued by such corporation and held as Eligible Investments to
exceed 10% of the aggregate outstanding principal balances of all of the Mortgage Loans and Eligible Investments;
3
(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations
payable on demand or on a specified date not more than one year after the date of issuance thereof) which are rated in one
of the two highest rating categories by each Rating Agency at the time of such investment;
(vi) any other demand, money market or time deposit, obligation, security or investment as may be acceptable to
each Rating Agency as evidenced in writing by each Rating Agency; and
(vii) any money market funds the collateral of which consists of obligations fully guaranteed by the United
States of America or any agency or instrumentality of the United States of America the obligations of which are backed by
the full faith and credit of the United States of America (which may include repurchase obligations secured by collateral
described in clause (i)) and other securities and which money market funds are rated in one of the two highest rating
categories by each Rating Agency.
provided, however, that no instrument or security shall be an Eligible Investment if such instrument or security evidences a right to
receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of
both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par or if such investment or
security is purchased at a price greater than par.
Escrow Account: As defined in Subsection 11.06.
Escrow Payments: The amounts constituting ground rents, taxes, assessments, Primary Mortgage Insurance Policy premiums,
fire and hazard insurance premiums, flood insurance premiums, condominium charges and other payments as may be required to be
escrowed by the Mortgagor with the Mortgagee pursuant to the terms of any Mortgage Note or Mortgage.
Event of Default: Any one of the conditions or circumstances enumerated in Subsection 13.01.
Fannie Mae: Fannie Mae or any successor thereto.
Fannie Mae Guides: The Fannie Mae Sellers’ Guide and the Fannie Mae Servicers’ Guide and all amendments or
additions thereto.
4
FDIC: The Federal Deposit Insurance Corporation or any successor thereto.
Fidelity Bond: The fidelity bond required to be obtained by the Servicer pursuant to Subsection 11.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended and in effect from
time to time.
Freddie Mac: The Federal Home Loan Mortgage Corporation or any successor thereto.
Gross Margin: With respect to each Mortgage Loan, the fixed percentage amount set forth in each related Mortgage Note and
Mortgage which is added to the Index in order to determine the related Mortgage Interest Rate.
HUD: The United States Department of Housing and Urban Development or any successor thereto.
Index: On each Adjustment Date, the applicable index shall be a rate per annum equal to the weekly average yield on United
States Treasury securities adjusted to a constant maturity of one year as made available by the Federal Reserve Board in Statistical
Release No. H.15 or a comparable publication determined by the Servicer, or, if not so published, as reported by any Federal Reserve
Bank or by any United States Government department or agency, for the week for which such figures were most recently published or
reported as of the date forty-five (45) days prior to the Adjustment Date. If the Index ceases to be available, the Servicer shall
choose a new Index based on comparable information that will be comparable to other indices established for similar loans serviced by
the Servicer.
Initial Rate Cap: As to each Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate on the first
Adjustment Date as provided in the related Mortgage Note.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the
related Mortgaged Property.
Lifetime Rate Cap: As to each Mortgage Loan, the maximum Mortgage Interest Rate which shall be as permitted in accordance
with the provisions of the related Mortgage Note.
Liquidating Loan: A Mortgage Loan as to which, prior to the close of business on the Business Day next preceding the Due
Date, (a) the related Mortgaged Property has become an REO Property or (b) the Servicer has accepted a deed to the related Mortgaged
Property in lieu of foreclosure in whole or partial satisfaction of the Mortgage Loan.
5
Liquidation Proceeds: The proceeds received in connection with the liquidation of a defaulted Mortgage Loan through
trustee’s sale, foreclosure sale or otherwise, other than amounts received following the acquisition of REO Property, Insurance
Proceeds and Condemnation Proceeds.
Loan-to-Value Ratio: With respect to any Mortgage Loan as of any date of determination, the ratio, expressed as a
percentage, on such date of the outstanding principal balance of the Mortgage Loan, to the Appraised Value of the related Mortgaged
Property.
LTV: Loan-to-Value Ratio.
Monthly Payment: With respect to any Mortgage Loan, the scheduled payment of principal and interest payable by a
Mortgagor under the related Mortgage Note on each Due Date, which such payment may change on any Adjustment Date as provided in the
related Mortgage Note and Mortgage.
Mortgage: The mortgage, deed of trust or other instrument creating a first lien on the Mortgaged Property securing
the Mortgage Note.
Mortgage File: With respect to any Mortgage Loan, the items listed in Exhibit 3 hereto and any additional documents
required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Interest Rate: With respect to each Mortgage Loan, the annual rate at which interest accrues on such
Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note, including, but not limited to, the
limitations on such interest rate imposed by the Initial Rate Cap, the Periodic Rate Cap and the Lifetime Rate Cap.
Mortgage Loan: Each mortgage loan sold, assigned and transferred pursuant to this Agreement and identified on the
Mortgage Loan Schedule annexed to this Agreement as Exhibit 4, including, without limitation, the Mortgage File, the Monthly
Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds, and all
other rights, benefits, proceeds and obligations arising from or in connection with such mortgage loan.
Mortgage Loan Documents: With respect to any Mortgage Loan, the documents listed in Exhibit 2 hereto.
Mortgage Loan Remittance Rate: With respect to any Mortgage Loan, the annual rate of interest payable to the
Purchaser, which shall be equal to the related Mortgage Interest Rate minus the related Servicing Fee Rate.
6
Mortgage Loan Schedule: The schedule of Mortgage Loans to be annexed hereto as Exhibit 4 on the Closing Date,
setting forth the following information with respect to each Mortgage Loan: (1) the Servicer’s Mortgage Loan identifying number; (2)
a code indicating whether the Mortgaged Property is owner-occupied; (3) the property type for each Mortgaged Property; (4) the
original months to maturity and the remaining months to maturity from the Cut-off Date; (5) the Loan-to-Value Ratio at origination;
(6) the Mortgage Interest Rate as of the Cut-off Date; (7) the date on which the first Monthly Payment was due on the Mortgage Loan,
and, if such date is not the Due Date currently in effect, such Due Date; (8) the stated maturity date; (9) the amount of the Monthly
Payment as of the Cut-off Date; (10) the paid-through date; (11) the original principal amount of the Mortgage Loan; (12) the Stated
Principal Balance of the Mortgage Loan as of the close of business on the Cut-off Date; (13) the Mortgage Loan Remittance Rate as of
the Cut-off Date; (14) a code indicating the purpose of the Mortgage Loan; (15) a code indicating the documentation style; (16) the
Appraised Value; (17) the identity of the Seller; (18) the street address of the Mortgaged Property, including the city, state and
zip code; (19) the number of times during the twelve (12) month period preceding the Closing Date that any Monthly Payment has been
received more than thirty (30) days after its Due Date; (20) a code indicating whether or not the Mortgage Loan is subject to a
Primary Mortgage Insurance Policy; (21) the date on which the Mortgage Loan was originated; (22) a code indicating whether the
Mortgage contains a prepayment penalty provision together with the type and term of such penalty; (23) the Gross Margin; (24) the
Lifetime Rate Cap; (25) the Periodic Rate Cap; (26) the Initial Rate Cap; (27) the Adjustment Date; and (28) a code indicating
whether the Mortgage Loan contains a provision whereby a Convertible Mortgage Loan may be converted to a fixed-rate Mortgage Loan.
With respect to the Mortgage Loans on each Mortgage Loan Schedule in the aggregate, such Mortgage Loan Schedule shall set forth the
following information, as of the Cut-off Date: (1) the number of Mortgage Loans; (2) the Cut-off Date Principal Balance; (3) the
weighted average Mortgage Interest Rate of the Mortgage Loans; (4) the weighted average months to maturity of the Mortgage Loans; (5)
the weighted average Lifetime Rate Cap; and (6) the weighted average Gross Margin.
Mortgage Note: The original executed note or other evidence of the Mortgage Loan indebtedness of a Mortgagor.
Mortgaged Property: The Mortgagor’s real property securing repayment of a related Mortgage Note, consisting of a
fee simple interest in a single parcel of real property improved by a Residential Dwelling.
Mortgagee: The mortgagee or beneficiary named in the Mortgage and the successors and assigns of such mortgagee or
beneficiary.
Mortgagor: The obligor on a Mortgage Note, who is an owner of the Mortgaged Property and the grantor or mortgagor
named in the Mortgage and such grantor’s or mortgagor’s successors in title to the Mortgaged Property.
NAIC: The National Association of Insurance Commissioners or any successor organization.
7
Officer’s Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, a
President or a Vice President of the Person on behalf of whom such certificate is being delivered.
Opinion of Counsel: A written opinion of counsel, who may be an employee of the Seller or the Servicer, reasonably
acceptable to the Purchaser.
OTS: The Office of Thrift Supervision or any successor.
P&I Advance: As defined in Subsection 11.17.
Periodic Rate Cap: As to each Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate, on any
Adjustment Date as provided in the related Mortgage Note.
Person: An individual, corporation, partnership, joint venture, association, joint-stock company, limited liability
company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Primary Mortgage Insurance Policy: A policy of primary mortgage guaranty insurance issued by an insurer acceptable
to Fannie Mae or Freddie Mac.
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan which is received in advance of
its scheduled Due Date that is not accompanied by an amount of interest representing scheduled interest due on any date or dates in
any month or months subsequent to the month of prepayment.
Purchase Price: The price paid on the Closing Date by the Purchaser to the Seller pursuant to this Agreement in
exchange for the Mortgage Loans as set forth in Section 4 hereto.
Purchaser: The Person listed as such in the initial paragraph of this Agreement, together with its successors and
assigns as permitted under the terms of this Agreement.
Qualified Appraiser: An appraiser of a Mortgaged Property duly appointed by the originator of the related Mortgage
Loan, who had no interest, direct or indirect, in such Mortgaged Property or in any loan made on the security thereof, whose
compensation is not affected by the approval or disapproval of the related Mortgage Loan and who met the qualifications of Fannie Mae
or Freddie Mac and satisfied the requirements of Title XI of FIRREA.
Record Date: The close of business of the last Business Day of the month preceding the month of the related
Remittance Date.
8
Refinanced Mortgage Loan: A Mortgage Loan the proceeds of which were not used to purchase the related Mortgaged
Property.
Remittance Date: The 18th day of any month, beginning in October 2001 (or, if such 18th day is not a Business Day,
the following Business Day).
REO Disposition: The final sale by the Servicer or the Purchaser of an REO Property.
REO Disposition Proceeds: All amounts received with respect to an REO Disposition pursuant to Subsection 11.13.
REO Property: A Mortgaged Property acquired by the Servicer through foreclosure or deed in lieu of foreclosure, as
described in Subsection 11.13.
Repurchase Price: With respect to any Mortgage Loan, an amount equal to (A) the Stated Principal Balance of such
Mortgage Loan as of the date of repurchase plus (B) interest on such Stated Principal Balance at the Mortgage Loan Remittance Rate
from and including the last Due Date through which interest has been paid on behalf of the Mortgagor or advanced by the Servicer to
the day prior to such date of repurchase, less amounts received in respect of such repurchased Mortgage Loan for distribution in
connection with such Mortgage Loan; provided, however, that if at the time of repurchase the Servicer is not the Seller or an
affiliate of the Seller, the amount described in clause (B) shall be computed at the sum of (i) the Mortgage Loan Remittance Rate and
(ii) the Servicing Fee Rate.
Residential Dwelling: Any one of the following: (i) a detached one-family dwelling, (ii) a detached two- to
four-family dwelling, (iii) a one-family dwelling unit in a condominium project or (iv) a one-family dwelling in a planned unit
development, none of which is a co-operative, mobile or manufactured home.
Securities: The securities issued in connection with a Securitization evidencing beneficial ownership interests in
a trust the assets of which include the Mortgage Loans.
Securitization: The transfer of the Mortgage Loans to a trust formed as part of a publicly issued and/or privately
placed, rated securitization, including the issuance of the related Securities.
Seller: Bank of America, N.A., a national banking association, or its successor in interest or any successor to the
Seller under this Agreement appointed as herein provided.
Servicer: Bank of America, N.A., a national banking association, or its successor in interest or any successor to
the Servicer under this Agreement appointed as herein provided.
9
Servicing Advances: All customary, reasonable and necessary out-of-pocket costs and expenses incurred in the
performance by the Servicer of its servicing obligations, including, but not limited to, the cost of (a) the preservation,
restoration and protection of the Mortgaged Property, (b) any enforcement or judicial proceedings, including foreclosures, (c) the
management and liquidation of the Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the Mortgage, and (d)
payments made by the Servicer with respect to a Mortgaged Property pursuant to Subsection 11.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser shall pay to the
Servicer, which shall, for each month, be equal to one-twelfth of the product of the Servicing Fee Rate and the Stated Principal
Balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same principal amount and period
respecting which any related interest payment on a Mortgage Loan is computed. The obligation of the Purchaser to pay the Servicing
Fee is limited to, and payable solely from, the interest portion (including recoveries with respect to interest from Liquidation
Proceeds and other proceeds, to the extent permitted by Subsection 11.05) of related Monthly Payments collected by the Servicer, or
as otherwise provided under Subsection 11.05.
Servicing Fee Rate: With respect to each Mortgage Loan, 0..375% per annum.
Servicing Officer: Any officer of the Servicer involved in, or responsible for, the administration and servicing of
the Mortgage Loans whose name appears on a list of servicing officers furnished to the Purchaser by the Servicer, as such list may be
amended from time to time.
Stated Principal Balance: As to each Mortgage Loan as to any date of determination, (i) the principal balance of
the Mortgage Loan at the Cut-off Date after giving effect to the principal portion of any Monthly Payments due on or before such
date, whether or not received, as well as any Principal Prepayments received before such date, minus (ii) all amounts previously
distributed to the Purchaser with respect to the Mortgage Loan representing payments or recoveries of principal, or advances in lieu
thereof.
Substitute Mortgage Loan: A mortgage loan substituted by the Seller for a Deleted Mortgage Loan which must, on the
date of such substitution, be approved by the Purchaser and (i) have a Stated Principal Balance, after deduction of the principal
portion of the Monthly Payment due in the month of substitution, not in excess of, and not materially greater or less than, the
Stated Principal Balance of the Deleted Mortgage Loan; (ii) have a Mortgage Interest Rate equal to that of the Deleted Mortgage Loan;
(iii) have a Loan-to-Value Ratio not higher than that of the Deleted Mortgage Loan; (iv) have a remaining term to maturity not
greater than (and not more than one year less than) that of the Deleted Mortgage Loan; (v) comply with each representation and
warranty set forth in Subsection 7.01; (vi) be current in the payment of principal and interest; (vii) be secured by a Mortgaged
Property of the same type and occupancy status as secured the Deleted Mortgage Loan; and (viii) have payment terms that do not vary
in any material respect from those of the Deleted Mortgage Loan.
10
Underwriting Guidelines: The underwriting guidelines of Bank of America Mortgage substantially in the form attached
hereto as Exhibit 5.
SECTION 2. Purchase and Conveyance.
The Seller, in exchange for the payment of the applicable Purchase Price by the Purchaser on the Closing Date, receipt of
which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject
to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans identified on Exhibit 4 as being
sold by it, which Mortgage Loans identified on Exhibit 4 collectively have a Cut-off Date Principal Balance of $37,020,101.38
together with the related Mortgage Files and all rights and obligations arising under the documents contained therein.
With respect to each Mortgage Loan purchased, the Purchaser shall own and be entitled to receive: (a) all scheduled
principal due after the Cut-off Date, (b) all other payments and/or recoveries of principal collected on or after the Cut-off Date
(provided, however, that all scheduled payments of principal due on or before the Cut-off Date and collected by the Servicer after the
Cut-off Date shall belong to the Seller) and (c) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that
portion of any such interest payment that is allocable to the period prior to the Cut-off Date).
SECTION 3. Mortgage Loan Schedules.
The Seller shall deliver the Mortgage Loan Schedules to the Purchaser at least two (2) Business Days prior to the
Closing Date.
SECTION 4. Purchase Price.
The Purchase Price for the Mortgage Loans shall be the purchase price set forth in the Trade Terms/Confirmation Bid
Sheet by and among the Seller and the Purchaser dated August 29, 2001, plus accrued interest at the Mortgage Loan Remittance Rate
from the Cut-off Date through the day immediately prior to the Closing Date. Subject to the conditions set forth herein, the
Purchaser shall pay the Purchase Price to the Seller by 4:00 p.m. Eastern Time on the Closing Date. Such payment shall be made by
wire transfer of immediately available funds to the account designated by the Seller.
SECTION 5. Examination of Mortgage Files.
In addition to any rights granted to the Purchaser hereunder to underwrite the Mortgage Loans and review the
Mortgage Loan Documents prior to the Closing Date, the Seller shall, prior to the Closing Date, make the Mortgage Files available to
the Purchaser for examination at the Seller’s offices. Such examination may be made by the Purchaser or its designee, at its
expense, at any reasonable time before the Closing Date. Such underwriting by the Purchaser or its designee shall not impair or
diminish the rights of the Purchaser or any of its successors under this Agreement with respect to a breach of the representations
and warranties contained in this Agreement. The fact that the Purchaser or its designee has conducted or has failed to conduct any
partial or complete examination of the Mortgage Files shall not affect the Purchaser’s or any of its successors’ rights to demand
repurchase or other relief or remedy provided for in this Agreement.
11
SECTION 6. Delivery of Mortgage Loan Documents.Subsection 6.01 Possession of Mortgage Files.
The contents of each Mortgage File required to be retained by the Servicer to service the Mortgage Loans pursuant to this
Agreement and thus not delivered to the Purchaser or its designee are and shall be held in trust by the Servicer for the benefit of
the Purchaser as the owner thereof. The Servicer’s possession of any portion of each such Mortgage File is at the will of the
Purchaser for the sole purpose of facilitating servicing of the Mortgage Loans pursuant to this Agreement, and such retention and
possession by the Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage and the contents of
each Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage
Loan prepared by or which come into the possession of the Servicer shall immediately vest in the Purchaser and shall be retained and
maintained, in trust, by the Servicer at the will of the Purchaser in such custodial capacity only. The Mortgage File retained by
the Servicer with respect to each Mortgage Loan pursuant to this Agreement shall be appropriately identified in the Servicer’s
computer system to reflect clearly the ownership of such related Mortgage Loan by the Purchaser. The Servicer shall release from its
custody the contents of any Mortgage File retained by it only in accordance with this Agreement, except when such release is required
in connection with a repurchase of any such Mortgage Loan pursuant to Subsection 7.03 of this Agreement or if required under
applicable law or court order. The Servicer shall deliver to the Purchaser copies of any documents in a Mortgage File reasonably
requested by the Purchaser within 30 days of the date of such request, at the expense of the Purchaser.
Subsection 6.02 Books and Records.
All rights arising out of the Mortgage Loans including, but not limited to, all funds received by the Servicer after the
Cut-off Date on or in connection with a Mortgage Loan as provided in Section 2 shall be vested in the Purchaser; provided, however,
that all such funds received on or in connection with a Mortgage Loan as provided in Section 2 shall be received and held by the
Servicer in trust for the benefit of the Purchaser as the owner of the Mortgage Loans pursuant to the terms of this Agreement.
As more fully set forth in Section 20, it is the express intention of the parties that the transactions contemplated by this
Agreement be, and be construed as, a sale of the Mortgage Loans by the Seller and not a pledge of the Mortgage Loans by the Seller to
the Purchaser to secure a debt or other obligation of the Seller. Consequently, the sale of each Mortgage Loan shall be reflected as
a purchase on the Purchaser’s business records, tax returns and financial statements, and as a sale of assets on the Seller’s
business records, tax returns and financial statements.
Subsection 6.03 Delivery of Mortgage Loan Documents.
The Seller shall, at least two (2) Business Days prior to the Closing Date (or such later date as the Purchaser may
reasonably request), deliver and release to the Purchaser, or its designee, the Mortgage Loan Documents with respect to each Mortgage
Loan. To the extent that any such Mortgage Loan Documents have been delivered for recording and have not yet been returned to the
Seller by the applicable recording office, the Seller shall, promptly following receipt by it of such Mortgage Loan Documents from
the applicable recording office, deliver such documents to the Purchaser or its designee; provided, however, that the original
recorded document or a clerk-certified copy thereof shall be delivered to the Purchaser no later than one year following the Closing
Date, subject to the following paragraph.
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In the event that such original or copy of any document submitted for recordation to the appropriate public recording office
is not so delivered to the Purchaser or its designee within one year following the Closing Date, and in the event that the Seller
does not cure such failure within sixty (60) days after receipt of written notification of such failure from the Purchaser, the
related Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the Seller at a price and in the manner specified
in Section 7.03. The foregoing repurchase obligation shall not apply in the event the Seller cannot cause the Servicer to deliver
such original or clerk-certified copy of any document submitted for recordation to the appropriate public recording office within the
specified period due to a delay caused by the recording office in the applicable jurisdiction; provided that the Seller shall cause
the Servicer instead to deliver a recording receipt of such recording office or, if such recording receipt is not available, an
officer’s certificate of a servicing officer of the Servicer, confirming that such document has been accepted for recording and that
the Servicer shall immediately deliver such document upon receipt; and, provided further, that if the Seller cannot cause the
Servicer to deliver such original or clerk-certified copy of any document submitted for recordation to the appropriate public
recording office within the specified time for any reason within twelve (12) months after receipt of written notification of such
failure from the Purchaser, the Seller shall repurchase the related Mortgage Loan at the price and in the manner specified in Section
7.03.
To the extent received by it, the Servicer shall promptly forward to the Purchaser, or its designee, original
documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with
this Agreement.
SECTION 7. Representations, Warranties and Covenants; Remedies for Breach.Subsection 7.01 Representations and Warranties Regarding Individual Mortgage Loans.
The Seller and, solely if specified below, the Servicer, hereby represent and warrant to the Purchaser that, as to each
Mortgage Loan, as of the Closing Date or such other date specified herein:
(a) The information set forth in the Mortgage Loan Schedules and the tape delivered by the Seller to the
Purchaser on August 29, 2001 is true, correct and complete in all material respects.
(b) There are no defaults by the Seller, the Servicer or any prior originator in complying with the terms of
the Mortgage, and all taxes, ground rents, governmental assessments, insurance premiums, leasehold payments, water, sewer
and municipal charges which previously became due and owing have been paid, or escrow funds have been established in an
amount sufficient to pay for every such escrowed item which remains unpaid and which has been assessed but is not yet due
and payable.
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(c) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any
respect, except by written instruments which have been recorded in the applicable public recording office required by law or
if necessary to maintain the lien priority of the Mortgage, and which have been delivered to the Purchaser; the substance of
any such waiver, alteration or modification has been approved by the insurer under the Primary Mortgage Insurance Policy, if
any, and by the title insurer, to the extent required by the related policy, and is reflected on the Mortgage Loan
Schedules. No other instrument of waiver, alteration or modification has been executed, and no Mortgagor has been released,
in whole or in part, except in connection with an assumption agreement approved by the insurer under the Primary Mortgage
Insurance Policy, if any, and by the title insurer, to the extent required by the policy, and which assumption agreement is
a part of the Mortgage File and is reflected on the Mortgage Loan Schedules.
(d) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or
defense, including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage
Note and the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage
unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including,
without limitation, the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been
asserted with respect thereto; and the Mortgagor was not a debtor in any state or federal bankruptcy or insolvency
proceeding at the time the Mortgage Loan was originated.
(e) All buildings or other customarily insured improvements upon the Mortgaged Property are insured by an
insurer generally acceptable to Fannie Mae and to prudent mortgage lending institutions against loss by fire, hazards of
extended coverage and such other hazards as are provided for in the Fannie Mae Guides as well as all additional requirements
set forth herein, pursuant to an insurance policy conforming to the requirements of Customary Servicing Procedures and
providing coverage in an amount equal to the lesser of (i) the full insurable value of the Mortgaged Property or (ii) the
outstanding principal balance owing on the Mortgage Loan. All such insurance policies are in full force and effect and
contain a standard mortgagee clause naming the originator of the Mortgage Loan, its successors and assigns as mortgagee and
all premiums thereon have been paid. If the Mortgaged Property is in an area identified on a flood hazard map or flood
insurance rate map issued by the Federal Emergency Management Agency as having special flood hazards (and such flood
insurance has been made available), a flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect which policy conforms to the requirements of Fannie Mae or Freddie Mac. The
Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost and expense, and on the
Mortgagor’s failure to do so, authorizes the holder of the Mortgage to maintain such insurance at the Mortgagor’s cost and
expense and to seek reimbursement therefor from the Mortgagor.
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(f) Any and all requirements of any federal, state or local law including, without limitation, usury, truth in
lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, fair housing or disclosure
laws applicable to the origination and servicing of the Mortgage Loan have been complied with; the Servicer maintains, and
shall maintain, evidence of such compliance as required by applicable law or regulation and shall make such evidence
available for inspection at the Servicer’s office during normal business hours upon reasonable advance notice.
(g) The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or in part (other than
as to Principal Prepayments in full which may have been received on or after the Cut-off Date and prior to the Closing
Date), and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any
instrument been executed that would effect any such satisfaction, cancellation, subordination, rescission or release.
Neither the Seller nor the Servicer has waived the performance by the Mortgagor of any action, if the Mortgagor’s failure to
perform such action would cause the Mortgage Loan to be in default, and neither the Seller nor the Servicer has waived any
default.
(h) The Mortgage is a valid, existing, perfected and enforceable first lien on the Mortgaged Property,
including all improvements on the Mortgaged Property, free and clear of all adverse claims, liens and encumbrances having
priority over the lien of the Mortgage, subject only to (i) the lien of current real property taxes and assessments not yet
due and payable, (ii) covenants, conditions and restrictions, rights of way, easements and other matters of the public
record as of the date of recording being acceptable to mortgage lending institutions generally and either (A) specifically
referred to in the lender’s title insurance policy delivered to the originator of the Mortgage Loan or (B) which do not
adversely affect the Appraised Value of the Mortgaged Property and (iii) other matters to which like properties are commonly
subject which do not individually or in the aggregate materially interfere with the benefits of the security intended to be
provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. Any security
agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes
and creates a valid, existing and enforceable first lien and first priority security interest on the property described
therein and the Seller has the full right to sell and assign the same to the Purchaser.
(i) The Mortgage Note and the related Mortgage are original and genuine and each is the legal, valid and
binding obligation of the maker thereof, enforceable in all respects in accordance with its terms except as enforceability
may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws
affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in
a proceeding in equity or at law and the Seller has taken all action necessary to transfer such rights of enforceability to
the Purchaser.
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(j) All parties to the Mortgage Note and the Mortgage had the legal capacity to enter into the Mortgage Loan
and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and
properly executed by such parties. Either the Mortgagor is a natural person or the related co-borrower or guarantor is a
natural person.
(k) The proceeds of the Mortgage Loan have been fully disbursed to or for the account of the Mortgagor and
there is no obligation for the Mortgagee to advance additional funds thereunder and any and all requirements as to
completion of any on-site or off-site improvement and as to disbursements of any escrow funds therefor have been complied
with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage have
been paid, and the Mortgagor is not entitled to any refund of any amounts paid or due to the Mortgagee pursuant to the
Mortgage Note or Mortgage.
(l) The Seller and all other parties which have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in
compliance with any and all applicable “doing business” and licensing requirements of the laws of the state wherein the
Mortgaged Property is located.
(m) The Mortgage Loan is covered by an ALTA or CLTA lender’s title insurance policy, acceptable to Fannie Mae
or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (h)(i), (ii) and
(iii) above) the Seller, its successors and assigns as to the first priority lien of the Mortgage in the original principal
amount of the Mortgage Loan and against any loss by reason of the invalidity or unenforceability of the lien resulting from
the provisions of the Mortgage providing for adjustment in the Mortgage Interest Rate or Monthly Payment. The Seller and
its successors and assigns are the sole insureds of such lender’s title insurance policy, and such lender’s title insurance
policy is in full force and effect and will be in full force and effect upon the consummation of the transactions
contemplated by this Agreement and will inure to the benefit of the Purchaser and its assigns without any further act. No
claims have been made under such lender’s title insurance policy, and the Seller has not done, by act or omission, anything
which would impair the coverage of such lender’s title insurance policy.
(n) There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage
Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event permitting acceleration, and neither the Seller nor the Servicer has waived
any default, breach, violation or event permitting acceleration.
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(o) There are no mechanics’ or similar liens or claims filed for work, labor or material (and no rights are
outstanding that under law could give rise to such lien) affecting the related Mortgaged Property which are or may be liens
prior to, or equal or coordinate with, the lien of the related Mortgage.
(p) All improvements which were considered in determining the Appraised Value of the related Mortgaged Property
lay wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property.
(q) The Mortgage Loan was originated by a commercial bank or similar banking institution which is supervised
and examined by a federal or state authority, or by a mortgagee approved by the Secretary of HUD.
(r) Principal payments on the Mortgage Loan commenced no more than sixty (60) days after the proceeds of the
Mortgage Loan were disbursed. The Mortgage Loans identified on Exhibit 4is 3/1 year adjustable-rate mortgage loans having
an original term to maturity of not more than 30 years, with interest payable in arrears on the first day of the month. As
to each Mortgage Loan, on each applicable Adjustment Date, the Mortgage Interest Rate will be adjusted to equal the sum of
the Index plus the applicable Gross Margin, rounded up or down to the nearest multiple of 0.125%; provided, however, that
the Mortgage Interest Rate will not increase or decrease by more than the Initial Rate Cap on the first Adjustment Date or
the Periodic Rate Cap on any subsequent Adjustment Date, and will in no event exceed the Lifetime Rate Cap. Each Mortgage
Note requires a monthly payment which is sufficient (i) during the period prior to the first adjustment to the Mortgage
Interest Rate, to amortize the original principal balance fully over the original term thereof and to pay interest at the
related Mortgage Interest Rate, and (ii) during the period following each Adjustment Date, to amortize the outstanding
principal balance fully as of the first day of such period over the then remaining term of such Mortgage Note and to pay
interest at the related Mortgage Interest Rate. The Mortgage Note does not permit negative amortization. Interest on the
Mortgage Note is calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless otherwise indicated
on a Mortgage Loan Schedule, no Mortgage Loan is a Convertible Mortgage Loan.
(s) There is no proceeding pending or, to the Seller’s knowledge, threatened for the total or partial
condemnation of the Mortgaged Property and such property is in good repair and is undamaged by waste, fire, earthquake or
earth movement, windstorm, flood, tornado or other casualty, so as to affect adversely the value of the Mortgaged Property
as security for the Mortgage Loan or the use for which the premises were intended.
(t) The Mortgage and related Mortgage Note contain customary and enforceable provisions such as to render the
rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the
security provided thereby, including (i) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and
(ii) otherwise by judicial foreclosure. To the best of the Seller’s knowledge, following the date of origination of the
Mortgage Loan, the Mortgaged Property has not been subject to any bankruptcy proceeding or foreclosure proceeding and the
Mortgagor has not filed for protection under applicable bankruptcy laws. There is no homestead or other exemption or right
available to the Mortgagor or any other person which would interfere with the right to sell the Mortgaged Property at a
trustee’s sale or the right to foreclose the Mortgage.
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(u) The Mortgage Note and Mortgage are on forms acceptable to Fannie Mae or Freddie Mac.
(v) The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding
Mortgage on the Mortgaged Property and the security interest of any applicable security agreement or chattel mortgage
referred to in (h) above.
(w) The Mortgage File contains an appraisal of the related Mortgaged Property, in a form acceptable to Fannie
Mae or Freddie Mac and such appraisal complies with the requirements of FIRREA, and was made and signed, prior to the
approval of the Mortgage Loan application, by a Qualified Appraiser.
(x) In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to
serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses
are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee’s
sale after default by the Mortgagor.
(y) The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared
appreciation, balloon payment or other contingent interest feature, nor does it contain any “buydown” provision which is
currently in effect.
(z) The Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written
consent of the mortgagee thereunder.
(aa) The Mortgagor has received all disclosure materials required by applicable law with respect to the making
of mortgage loans of the same type as the Mortgage Loan and rescission materials required by applicable law if the Mortgage
Loan is a Refinanced Mortgage Loan and has acknowledged receipt of such materials to the extent required by applicable law
and such documents will remain in the Mortgage File.
(bb) No Mortgage Loan has an LTV at origination in excess of 95%. Each Mortgage Loan with an LTV at origination
in excess of 80% will be subject to a Primary Mortgage Insurance Policy, issued by an insurer acceptable to Fannie Mae or
Freddie Mac at the time of origination, which insures that portion of the Mortgage Loan in excess of the portion of the
Appraised Value of the Mortgaged Property as required by Fannie Mae. All provisions of such Primary Mortgage Insurance
Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have
been paid. Any Mortgage subject to any such Primary Mortgage Insurance Policy obligates the Mortgagor thereunder to
maintain such insurance and to pay all premiums and charges in connection therewith at least until the LTV of such Mortgage
Loan is reduced to less than 80%. The Mortgage Interest Rate for the Mortgage Loan does not include any such insurance
premium. No Mortgage Loan requires payment of such premiums, in whole or in part, by the Purchaser.
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(cc) The Mortgaged Property is lawfully occupied under applicable law, all inspections, licenses and
certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect
to the use and occupancy of the same, including but not limited to certificates of occupancy, have been made or obtained
from the appropriate authorities and no improvement located on or part of the Mortgaged Property is in violation of any
zoning law or regulation.
(dd) The Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located.
(ee) All payments required to be made prior to the Cut-off Date for such Mortgage Loan under the terms of the
Mortgage Note have been made, the Mortgage Loan has not been dishonored, there are no material defaults under the terms of
the Mortgage Loan and no Mortgage Loan has been more than thirty (30) days delinquent more than once in the twelve month
period immediately prior to the Cut-off Date.
(ff) None of the Seller, the Servicer or any prior originator or servicer has advanced funds, or induced,
solicited or knowingly received any advance from any party other than the Mortgagor, directly or indirectly, for the payment
of any amount due under the Mortgage Loan.
(gg) With respect to each Mortgage Loan, the Seller is in possession of a complete Mortgage File except for the
documents which have been delivered to the Purchaser or which have been submitted for recording and not yet returned.
(hh) Immediately prior to the payment of the Purchase Price, the Seller was the sole owner and holder of the
Mortgage Loans and the indebtedness evidenced by the Mortgage Note. The Mortgage Loans, including the Mortgage Note and the
Mortgage, were not assigned or pledged by the Seller and the Seller had good and marketable title thereto, and the Seller
had full right to transfer and sell the Mortgage Loans to the Purchaser free and clear of any encumbrance, participation
interest, lien, equity, pledge, claim or security interest and had full right and authority subject to no interest or
participation in, or agreement with any other party to sell or otherwise transfer the Mortgage Loans. Following the sale of
the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of any encumbrance, equity, participation
interest, lien, pledge, charge, claim or security interest. The Seller intends to relinquish all rights to monitor, possess
and control the Mortgage Loan except in connection with the servicing of the Mortgage Loan by the Servicer as set forth in
this Agreement. After the Closing Date, neither the Seller nor the Servicer will have any right to modify or alter the
terms of the sale of the Mortgage Loan and neither the Seller nor the Servicer will have any obligation or right to
repurchase the Mortgage Loan, except as provided in this Agreement or as otherwise agreed to by the Seller, the Servicer and
the Purchaser.
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(ii) Any future advances made prior to the Cut-off Date have been consolidated with the outstanding principal
amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single
repayment term. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first
lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagee’s consolidated interest or by
other title evidence acceptable to Fannie Mae and Freddie Mac. The consolidated principal amount does not exceed the
original principal amount of the Mortgage Loan.
(jj) The Mortgage Loan was underwritten in accordance with the Underwriting Guidelines in effect at the time of
origination with exceptions thereto exercised in a reasonable manner.
(kk) The Mortgaged Property is located in the state identified in the related Mortgage Loan Schedule and
consists of a parcel of real property with a detached single family residence erected thereon, or a two- to four-family
dwelling, or an individual condominium unit, or an individual unit in a planned unit development; provided, however, that
any condominium project or planned unit development generally conforms with the Underwriting Guidelines regarding such
dwellings, and no residence or dwelling is a mobile home, manufactured dwelling or cooperative.
(ll) If the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimis
planned unit development) such condominium or planned unit development project meets Fannie Mae or Freddie Mac eligibility
requirements for sale to Fannie Mae or Freddie Mac, as the case may be, or is located in a condominium or planned unit
development project which has received Fannie Mae or Freddie Mac project approval or as to which Fannie Mae’s and Freddie
Mac’s eligibility requirements have been waived.
(mm) The Seller used no adverse selection procedures in selecting the Mortgage Loan from among the outstanding
first-lien, residential mortgage loans owned by it which were available for inclusion in the Mortgage Loans.
(nn) Each Mortgage Loan is a “qualified mortgage” within Section 860G(a)(3) of the Code.
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(oo) With respect to each Mortgage where a lost note affidavit has been delivered to the Trustee in place of the
related Mortgage Note, the related Mortgage Note is no longer in existence. Each such lost note affidavit is substantially
in the form attached hereto as Exhibit 6.
(pp) No fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to the Mortgage
Loan has taken place on the part of the Seller, the Servicer or any originator or servicer or the Mortgagor or on the part
of any other party involved in the origination of the Mortgage Loan.
(qq) The origination practices used by the Seller and the collection and servicing practices used by the
Servicer with respect to each Mortgage Loan have been in all respects legal, proper, prudent and customary in the mortgage
origination and servicing industry and the collection and servicing practices used by the Servicer have been acceptable to
Fannie Mae and Freddie Mac.
(rr) The Mortgagor is not in bankruptcy and is not insolvent and neither the Seller nor the Servicer have any
knowledge of any circumstances or condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the
Mortgagor’s credit standing that could reasonably be expected to cause investors to regard the Mortgage Loan as an
unacceptable investment, cause the Mortgage Loan to become delinquent or materially adversely affect the value or the
marketability of the Mortgage Loan.
(ss) The Mortgagor has not notified the Seller or the Servicer, and neither the Seller nor the Servicer has
knowledge of any relief requested or allowed to the Mortgagor under the Soldiers’ and Sailors’ Civil Relief Act of 1940.
(tt) No Mortgage Loan was made in connection with (i) the construction or rehabilitation of a Mortgaged Property
or (ii) facilitating the trade-in or exchange of a Mortgaged Property.
(uu) There is no pending action or proceeding directly involving any Mortgaged Property of which the Seller or
the Servicer is aware in which compliance with any environmental law, rule or regulation is an issue and nothing further
remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to
use and enjoyment of said property.
(vv) No action, inaction, or event has occurred and no state of affairs exists or has existed that has resulted
or will result in the exclusion from, denial of, or defense to coverage under any applicable special hazard insurance
policy, Primary Mortgage Insurance Policy or bankruptcy bond, irrespective of the cause of such failure of coverage. In
connection with the placement of any such insurance, no commission, fee, or other compensation has been or will be received
by the Seller or the Servicer or any designee of the Seller or the Servicer or any corporation in which the Seller, the
Servicer or any officer, director, or employee of the Seller or the Servicer had a financial interest at the time of
placement of such insurance.
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(ww) With respect to any ground lease to which a Mortgaged Property may be subject: (A) the Mortgagor is the
owner of a valid and subsisting leasehold interest under such ground lease; (B) such ground lease is in full force and
effect, unmodified and not supplemented by any writing or otherwise; (C) all rent, additional rent and other charges
reserved therein have been fully paid to the extent payable as of the Closing Date; (D) the Mortgagor enjoys the quiet and
peaceful possession of the leasehold estate; (E) the Mortgagor is not in default under any of the terms of such ground
lease, and there are no circumstances which, with the passage of time or the giving of notice, or both, would result in a
default under such ground lease; (F) the lessor under such ground lease is not in default under any of the terms or
provisions of such ground lease on the part of the lessor to be observed or performed; (G) the lessor under such ground
lease has satisfied any repair or construction obligations due as of the Closing Date pursuant to the terms of such ground
lease; (H) the execution, delivery and performance of the Mortgage do not require the consent (other than those consents
which have been obtained and are in full force and effect) under, and will not contravene any provision of or cause a
default under, such ground lease; and (I) the term of such lease does not terminate earlier than the maturity date of the
Mortgage Note.
(xx) With respect to escrow deposits and payments that the Servicer is entitled to collect, all such payments
are in the possession of, or under the control of the Servicer, and there exist no deficiencies in connection therewith for
which customary arrangements for repayment thereof have not been made. All escrow payments have been collected in full
compliance with state and federal law and the provisions of the related Mortgage Note and Mortgage. As to any Mortgage Loan
that is the subject of an escrow, escrow of funds is not prohibited by applicable law and has been established in an amount
sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due and payable. No
escrow deposits or other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or the
related Mortgage Note.
(yy) With respect to each Mortgage Loan that is a Convertible Mortgage Loan, the Mortgage Interest Rate may be
converted by the Mortgagor in accordance with the terms of the related Mortgage Note to a fixed rate of interest. The
conversion term on such Mortgage Loan is equal to Fannie Mae’s posted yield as in effect for sixty (60) day mandatory
delivery commitments for conventional first mortgages plus a margin ranging from 0.625% to 1.25%. Such conversion option
may be exercised on the first, second or third Adjustment Date.
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Subsection 7.02 Seller and Servicer Representations.
The Seller and the Servicer hereby represent and warrant to the Purchaser that, as to itself as of the Closing Date:
(a) It is a national banking association, duly organized, validly existing, and in good standing under the laws
of the United States and has all licenses necessary to carry on its business as now being conducted and is licensed,
qualified and in good standing in the states where the Mortgaged Property is located if the laws of such state require
licensing or qualification in order to conduct business of the type conducted by it. It is an approved seller/servicer in
good standing of conventional residential mortgage loans for Fannie Mae or Freddie Mac and is a HUD-approved mortgagee under
Section 203 of the National Housing Act. It has corporate power and authority to execute and deliver this Agreement and to
perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of
transfer to be delivered pursuant to this Agreement) by it and the consummation of the transactions contemplated hereby have
been duly and validly authorized. This Agreement, assuming due authorization, execution and delivery by the Purchaser,
evidences the legal, valid, binding and enforceable obligation of it, subject to applicable law except as enforceability may
be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws
affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in
a proceeding in equity or at law. All requisite corporate action has been taken by it to make this Agreement valid and
binding upon it in accordance with the terms of this Agreement.
(b) No consent, approval, authorization or order is required for the transactions contemplated by this
Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over it
or, if required, such consent, approval, authorization or order has been or will, prior to the Closing Date, be obtained.
(c) The consummation of the transactions contemplated by this Agreement are in its ordinary course of business
and will not result in the breach of any term or provision of its charter or by-laws or result in the breach of any term or
provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any
agreement, indenture or loan or credit agreement or other instrument to which it or its property is subject, or result in
the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject.
(d) Its transfer, assignment and conveyance of the Mortgage Notes and the Mortgages pursuant to this Agreement
are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.
(e) There is no action, suit, proceeding or investigation pending or, to its best knowledge, threatened against
it which, either individually or in the aggregate, would result in any material adverse change in its business, operations,
financial condition, properties or assets, or in any material impairment of its right or ability to carry on its business
substantially as now conducted or which would draw into question the validity of this Agreement or the Mortgage Loans or of
any action taken or to be taken in connection with its obligations contemplated herein, or which would materially impair its
ability to perform under the terms of this Agreement.
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(f) It does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every
covenant contained in this Agreement.
(g) It acknowledges and agrees that the Servicing Fee shall be treated by the Servicer, for accounting and tax
purposes, as compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement.
(h) It has determined that the disposition of the Mortgage Loans pursuant to this Agreement will be afforded
sale treatment for accounting and tax purposes.
(i) It is solvent and the sale of the Mortgage Loans will not cause it to become insolvent. The sale of the
Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of its creditors.
(j) It has not dealt with any broker, investment banker, agent or other person that may be entitled to any
commission or compensation in connection with the sale of the Mortgage Loans.
Subsection 7.03 Remedies for Breach of Representations and Warranties.
It is understood and agreed that the representations and warranties set forth in Subsections 7.01 and 7.02 shall survive the
sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or
qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or lack of examination of any Mortgage File.
Upon discovery by the Seller, the Servicer or the Purchaser of a breach of any of the foregoing representations and warranties which
materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser therein (or which materially and
adversely affects the interest of the Purchaser in or the value of the related Mortgage Loan in the case of a representation and
warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the others.
Within sixty (60) days of the earlier of either discovery by or notice to either the Seller or the Servicer of any
breach of a representation or warranty which materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans or
the interest of the Purchaser therein, the Seller or the Servicer, as the case may be, shall use its best efforts promptly to cure
such breach in all material respects and, if such breach cannot be cured, the Seller shall repurchase such Mortgage Loan or Mortgage
Loans at the Repurchase Price. However, the Seller may, at its option, with the Purchaser’s prior approval, such approval not to be
withheld unreasonably, and assuming that the Seller has a Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as
provided above, remove such Mortgage Loan and substitute in its place a Substitute Mortgage Loan or Loans; provided, however, that
any such substitution shall be effected within two (2) years of the Closing Date. If the Seller has no Substitute Mortgage Loan, it
shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan pursuant to the foregoing provisions of this
Subsection 7.03 shall occur on a date designated by the Purchaser and shall be accomplished by the Seller remitting by wire transfer
to the Purchaser the amount of the Repurchase Price.
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At the time of repurchase of any deficient Mortgage Loan (or removal of any Deleted Mortgage Loan), the Purchaser
and the Seller shall arrange for the assignment of the repurchased Mortgage Loan (or Deleted Mortgage Loan) to the Seller or its
designee and the delivery to the Seller of any documents held by the Purchaser relating to the repurchased Mortgage Loan in the
manner required by this Agreement with respect to the purchase and sale of such Mortgage Loan on the Closing Date. In the event a
deficient Mortgage Loan is repurchased, the Seller shall, simultaneously with its remittance to the Purchaser of such Repurchase
Price, give written notice to the Purchaser that such repurchase has taken place. Upon such repurchase, the related Mortgage Loan
Schedule shall simultaneously be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement.
As to any Deleted Mortgage Loan for which the Seller substitutes one or more Substitute Mortgage Loans, the Seller
shall effect such substitution by delivering to the Purchaser for each Substitute Mortgage Loan the Mortgage Note, the Mortgage, the
Assignment of Mortgage and such other documents and agreements as are required by Subsection 6.03. The Seller shall remit to the
Servicer for distribution the Monthly Payment due on each Substitute Mortgage Loan in the month following the date of such
substitution. Monthly Payments due with respect to Substitute Mortgage Loans in the month of substitution will be retained by the
Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage
Loan in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received by it in
respect of such Deleted Mortgage Loan. The Seller shall give written notice to the Purchaser that such substitution has taken place
and shall amend the related Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this
Agreement and the substitution of the Substitute Mortgage Loan. Upon such substitution, each Substitute Mortgage Loan shall be
subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Substitute
Mortgage Loan, as of the date of substitution, the covenants, representations and warranties set forth in Subsections 7.01 and 7.02.
For any month in which the Seller substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage
Loans, the Seller will determine the amount (if any) by which the aggregate principal balance of all such Substitute Mortgage Loans
as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after
application of scheduled principal payments due in the month of substitution). The amount of such shortfall, plus an amount equal to
the aggregate of any Monthly Advances made with respect to such Deleted Mortgage Loans, shall be remitted to the Servicer by the
Seller for distribution by the Servicer in the month of substitution.
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In addition to such cure, repurchase and substitution obligations, the Seller or the Servicer shall indemnify the Purchaser
and hold it harmless against any out-of-pocket losses, penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion by any third party that is
based on or grounded upon, or resulting from, a breach of the Seller or the Servicer, as applicable, representations and warranties
contained in this Agreement; provided, however, indemnification shall not be available for any economic losses of the Purchaser due
to reinvestment losses, loss of investment income or any other special, indirect or consequential losses or damages.
No action may be brought against the Seller or the Servicer, as applicable, relating to or arising out of the breach
of any representations and warranties made in Subsections 7.01 or 7.02 with respect to any Mortgage Loan unless and until (i)
discovery of such breach by the Purchaser or notice thereof by the Seller or the Servicer to Purchaser, (ii) failure by the Seller or
the Servicer, as applicable, to cure such breach, repurchase such Mortgage Loan as specified above, substitute a Substitute Mortgage
Loan for such Mortgage Loan as specified above and/or indemnify the Purchaser and (iii) demand upon the Seller or the Servicer, as
applicable, by the Purchaser for compliance with the terms of this Agreement.
It is understood and agreed that the obligations of the Seller or the Servicer, as applicable, set forth in this
Subsection 7.03 to cure, repurchase or substitute for a defective Mortgage Loan and/or to indemnify the Purchaser constitute the sole
remedies of the Purchaser respecting a breach of the representations and warranties set forth in Subsections 7.01 and 7.02.
Subsection 7.04 Repurchase of Certain Prepaid or Converted Mortgage Loans.
If the principal balance due on a Mortgage Loan is paid in full prior to the Closing Date, the Seller shall remit to the
Purchaser an amount equal to the product of (i) the excess of the purchase price percentage as calculated in Section 4 over 100%,
times (ii) the amount of such Principal Prepayment in full. If any Mortgagor converts the adjustable Mortgage Interest Rate on any
related Convertible Mortgage Loan to a fixed Mortgage Interest Rate, the Seller shall repurchase that Convertible Mortgage Loan prior
to the next scheduled Due Date for such Mortgage Loan pursuant to Section 7.03.
SECTION 8. Closing.
The closing for the purchase and sale of the Mortgage Loans shall take place on the Closing Date. The closing shall
be by telephone, confirmed by letter or wire as the parties shall agree. The closing shall be subject to each of the following
conditions:
(a) all of the representations and warranties of the Seller and the Servicer in this Agreement shall be true
and correct as of the Closing Date and no event shall have occurred which, with notice or the passage of time, would
constitute an Event of Default under this Agreement;
(b) the Seller’s attorneys shall have received in escrow all Closing Documents as specified in Section 9, in
such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories as required pursuant to the
terms hereof; and
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(c) all other terms and conditions of this Agreement required to be complied with or performed shall have been
complied with or performed.
SECTION 9. Closing Documents.
On the Closing Date, the Seller and the Servicer shall deliver to the Purchaser in escrow fully executed originals
of:
(a) this Agreement, executed by the Seller and the Servicer;
(b) an Officer’s Certificate, in the form of Exhibit 1 hereto, for the Seller and the Servicer including all
attachments thereto;
(c) each Mortgage Loan Schedule, one copy to be attached hereto; and
(d) an opinion of in-house counsel for the Seller and the Servicer, substantially in the form attached hereto
as Exhibit 7.
SECTION 10. Costs.
The Seller and the Servicer shall pay any commissions due their salesmen and the legal fees and expenses of their
attorneys. The Purchaser shall pay the cost of delivering the Mortgage Files to the Purchaser or its designee, the cost of recording
the Assignments of Mortgage and any custodial fees incurred in connection with the release of any Mortgage Loan Documents as may be
required by its servicing activities hereunder. All other costs and expenses incurred in connection with the sale of the Mortgage
Loans by the Seller to the Purchaser, including without limitation the Purchaser’s attorneys’ fees, shall be paid by the Purchaser.
SECTION 11. Administration and Servicing of Mortgage Loans.Subsection 11.01 Servicer to Act as Servicer; Subservicing.
The Servicer, as an independent contractor, shall service and administer the Mortgage Loans in accordance with this
Agreement and Customary Servicing Procedures and the terms of the Mortgage Notes and Mortgages, and shall have full power and
authority, acting alone or through subservicers or agents, to do or cause to be done any and all things in connection with such
servicing and administration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement. The
Servicer may perform its servicing responsibilities through agents or independent contractors, but shall not thereby be released from
any of its responsibilities hereunder. Notwithstanding anything to the contrary, the Servicer may delegate any of its duties under
this Agreement to one or more of its affiliates without regard to any of the requirements of this section; provided, however, that
the Servicer shall not be released from any of its responsibilities hereunder by virtue of such delegation. The Mortgage Loans may
be subserviced by one or more unaffiliated subservicers on behalf of the Servicer provided each subservicer is a Fannie Mae approved
seller/servicer or a Freddie Mac approved seller/servicer in good standing, and no event has occurred, including but not limited to a
change in insurance coverage, that would make it unable to comply with the eligibility for seller/servicers imposed by Fannie Mae or
Freddie Mac, or which would require notification to Fannie Mae or Freddie Mac. The Servicer shall pay all fees and expenses of the
subservicer from its own funds (provided that any such expenditures that would constitute Servicing Advances if made by the Servicer
hereunder shall be reimbursable to the Servicer as Servicing Advances), and the subservicer’s fee shall not exceed the Servicing Fee.
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At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer shall
be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be
performed by a successor subservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained
herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the related Mortgage
Loans itself. If the Servicer’s responsibilities and duties under this Agreement are terminated and if requested to do so by the
Purchaser, the Servicer shall at its own cost and expense terminate the rights and responsibilities of the subservicer as soon as is
reasonably possible. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and
responsibilities of the subservicer from the Servicer’s own funds without reimbursement from the Purchaser.
The Servicer shall be entitled to enter into an agreement with the subservicer for indemnification of the Servicer by the
subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.
Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving the subservicer
shall be deemed to be between the subservicer and Servicer alone, and the Purchaser shall have no obligations, duties or liabilities
with respect to the subservicer including no obligation, duty or liability of Purchaser to pay the subservicer’s fees and expenses.
For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to have received
a payment on a Mortgage Loan when the subservicer has received such payment.
Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor; provided, however,
that (unless the Mortgagor is in default with respect to the Mortgage Loan, or such default is, in the judgment of the Servicer,
imminent, and the Servicer has the consent of the Purchaser) the Servicer shall not enter into any payment plan or agreement to
modify payments with a Mortgagor lasting more than six (6) months or permit any modification with respect to any Mortgage Loan that
would change the Mortgage Interest Rate, the Lifetime Rate Cap, the Initial Rate Cap, the Periodic Rate Cap or the Gross Margin,
defer or forgive the payment of any principal or interest, change the outstanding principal amount (except for actual payments of
principal), make any future advances or extend the final maturity date, as the case may be, with respect to such Mortgage Loan.
Without limiting the generality of the foregoing, the Servicer in its own name or acting through subservicers or agents is hereby
authorized and empowered by the Purchaser when the Servicer believes it appropriate and reasonable in its best judgment, to execute
and deliver, on behalf of itself and the Purchaser, all instruments of satisfaction or cancellation, or of partial or full release,
discharge and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties and to institute
foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or
cause to be held title to such properties, on behalf of the Purchaser pursuant to the provisions of Subsection 11.13.
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The Servicer shall notify the Purchaser of its intention to institute any foreclosure proceeding no less than ten (10) days
prior to initiating such proceeding. The Servicer shall notify the Purchaser of its intention to accept a deed-in-lieu of
foreclosure or a partial release of any of the Mortgaged Property subject to the lien of the Mortgage no less than ten (10) days
prior to accepting such deed-in-lieu or partial release and shall only accept such deed-in-lieu or grant such partial release if the
Purchaser has not objected before the end of the tenth day after delivery of such notice. In connection with any foreclosure sale,
the Servicer shall consult with the Purchaser with regard to a bid price for the related Mortgaged Property and shall set such bid
price in accordance with the Purchaser’s instructions. The Servicer shall make all required Servicing Advances and shall service and
administer the Mortgage Loans in accordance with all applicable laws, rules and regulations and shall provide to the Mortgagors any
reports required to be provided to them thereby. The Purchaser shall furnish to the Servicer any powers of attorney and other
documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this
Agreement.
Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed-in-lieu
of foreclosure, if the Servicer has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic
substances or wastes, or if the Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property, such
an inspection or review is to be conducted by a qualified inspector at the Purchaser’s expense. Upon completion of the inspection,
the Servicer shall promptly provide the Purchaser with a written report of the environmental inspection. After reviewing the
inspection, the Purchaser shall determine how the Servicer shall proceed with respect to the Mortgaged Property.
Subsection 11.02 Liquidation of Mortgage Loans.
In the event that any payment due under any Mortgage Loan is not paid when the same becomes due and payable, or in the event
the Mortgagor fails to perform any other covenant or obligation under the Mortgage Loan and such failure continues beyond any
applicable grace period, the Servicer shall take such action as it shall deem to be in the best interest of the Purchaser. In the
event that any payment due under any Mortgage Loan remains delinquent for a period of ninety (90) days or more, the Servicer shall
commence foreclosure proceedings in accordance with Customary Servicing Procedures and the guidelines set forth by Fannie Mae or
Freddie Mac. In such connection, the Servicer shall from its own funds make all necessary and proper Servicing Advances. If the
portion of any Liquidation Proceeds allocable as a recovery of interest on any Mortgage Loan is less than the full amount of accrued
and unpaid interest on such Mortgage Loan as of the date such proceeds are received, then the applicable Servicing Fees with respect
to such Mortgage Loan shall be paid first and any amounts remaining thereafter shall be distributed to the Purchaser.
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Subsection 11.03 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the principal and interest on all Mortgage Loans are paid in full, the Servicer will
proceed diligently, in accordance with this Agreement, to collect all payments due under each of the Mortgage Loans when the same
shall become due and payable. Further, the Servicer will in accordance with Customary Servicing Procedures ascertain and estimate
taxes, assessments, fire and hazard insurance premiums, premiums for Primary Mortgage Insurance Policies, and all other charges that,
as provided in any Mortgage, will become due and payable to the end that the installments payable by the Mortgagors will be
sufficient to pay such charges as and when they become due and payable.
Subsection 11.04 Establishment of Custodial Account; Deposits in Custodial Account.
The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart
from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts (collectively, the
“Custodial Account”), titled “Bank of America, N.A., in trust for [NAME OF PURCHASER] as Purchaser of Mortgage Loans and various
Mortgagors.” Such Custodial Account shall be established with a commercial bank, a savings bank or a savings and loan association
(which may be a depository affiliate of the Servicer) which meets the guidelines set forth by Fannie Mae or Freddie Mac as an
eligible depository institution for custodial accounts. The Custodial Account shall initially be established and maintained at Bank
of America, N.A., or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s
approval, which shall not unreasonably be withheld. In any case, the Custodial Account shall be insured by the FDIC in a manner
which shall provide maximum available insurance thereunder and which may be drawn on by the Servicer.
The Servicer shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and
collections received or made by it subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage
Loans due on or before the Cut-off Date):
(a) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
(b) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;
(c) all Liquidation Proceeds;
(d) all proceeds received by the Servicer under any title insurance policy, hazard insurance policy, Primary
Mortgage Insurance Policy or other insurance policy other than proceeds to be held in the Escrow Account and applied to the
restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Customary Servicing
Procedures;
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(e) all awards or settlements in respect of condemnation proceedings or eminent domain affecting any Mortgaged
Property which are not released to the Mortgagor in accordance with Customary Servicing Procedures;
(f) any amount required to be deposited in the Custodial Account pursuant to Subsections 11.15, 11.17 and
11.19;
(g) any amount required to be deposited by the Servicer in connection with any REO Property pursuant to
Subsection 11.13;
(h) all amounts required to be deposited by the Servicer in connection with shortfalls in principal amount of
Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;
(i) with respect to each Principal Prepayment in full, an amount (to be paid by the Servicer out of its own
funds) which, when added to all amounts allocable to interest received in connection with the Principal Prepayment in full,
equals one month’s interest on the amount of principal so prepaid for the month of prepayment at the applicable Mortgage
Loan Remittance Rate; provided, however, that the Servicer’s aggregate obligations under this paragraph for any month shall
be limited to the total amount of Servicing Fees actually received with respect to the Mortgage Loans by the Servicer during
such month; and
(j) amounts required to be deposited by the Servicer in connection with the deductible clause of any hazard
insurance policy.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of late payment charges, assumption fees and other ancillary fees
need not be deposited by the Servicer in the Custodial Account.
The Servicer may invest the funds in the Custodial Account in Eligible Investments designated in the name of the Servicer
for the benefit of the Purchaser, which shall mature not later than the Business Day next preceding the Remittance Date next
following the date of such investment (except that (A) any investment in the institution with which the Custodial Account is
maintained may mature on such Remittance Date and (B) any other investment may mature on such Remittance Date if the Servicer shall
advance funds on such Remittance Date, pending receipt thereof to the extent necessary to make distributions to the Purchaser) and
shall not be sold or disposed of prior to maturity. Notwithstanding anything to the contrary herein and above, all income and gain
realized from any such investment shall be for the benefit of the Servicer and shall be subject to withdrawal by the Servicer. The
amount of any losses incurred in respect of any such investments shall be deposited in the Custodial Account by the Servicer out of
its own funds immediately as realized.
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Subsection 11.05 Withdrawals From the Custodial Account.
The Servicer shall, from time to time, withdraw funds from the Custodial Account for the following purposes:
(a) to make payments to the Purchaser in the amounts and in the manner provided for in Subsection 11.15;
(b) to reimburse itself for P&I Advances, the Servicer’s right to reimburse itself pursuant to this subclause
(b) with respect to any Mortgage Loan being limited to related Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds and such other amounts as may be collected by the Servicer from the Mortgagor or otherwise relating to the Mortgage
Loan, it being understood that, in the case of any such reimbursement, the Servicer’s right thereto shall be prior to the
rights of the Purchaser with respect to such Mortgage Loan, except that, where the Seller is required to repurchase a
Mortgage Loan, pursuant to Subsection 7.03, the Servicer’s right to such reimbursement shall be subsequent to the payment to
the Purchaser of the Repurchase Price pursuant to Subsection 7.03, and all other amounts required to be paid to the
Purchaser with respect to such Mortgage Loan;
(c) to reimburse itself for any unpaid Servicing Fees and for unreimbursed Servicing Advances, the Servicer’s
right to reimburse itself pursuant to this subclause (c) with respect to any Mortgage Loan being limited to related
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and such other amounts as may be collected by the Servicer
from the Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of any such
reimbursement, the Servicer’s right thereto shall be prior to the rights of the Purchaser unless the Seller is required to
repurchase a Mortgage Loan pursuant to Subsection 7.03, in which case the Servicer’s right to such reimbursement shall be
subsequent to the payment to the Purchaser of the Repurchase Price pursuant to Subsection 7.03 and all other amounts
required to be paid to the Purchaser with respect to such Mortgage Loan;
(d) to reimburse itself for unreimbursed Servicing Advances and for unreimbursed P&I Advances, to the extent
that such amounts are nonrecoverable (as certified by the Servicer to the Purchaser in an Officer’s Certificate) by the
Servicer pursuant to subclause (b) or (c) above, provided that the Mortgage Loan for which such advances were made is not
required to be repurchased by a Seller pursuant to Subsection 7.03;
(e) to reimburse itself for expenses incurred by and reimbursable to it pursuant to Subsection 12.01;
(f) to withdraw amounts to make P&I Advances in accordance with Subsection 11.17;
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(g) to pay to itself any interest earned or any investment earnings on funds deposited in the Custodial
Account, net of any losses on such investments;
(h) to withdraw any amounts inadvertently deposited in the Custodial Account; and
(i) to clear and terminate the Custodial Account upon the termination of this Agreement.
Upon request, the Servicer will provide the Purchaser with copies of reasonably acceptable invoices or other documentation
relating to Servicing Advances that have been reimbursed from the Custodial Account.
Subsection 11.06 Establishment of Escrow Account; Deposits in Escrow Account.
The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute
Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow
Accounts (collectively, the “Escrow Account”), titled “Bank of America, N.A., in trust for [NAME OF PURCHASER] as Purchaser of
Mortgage Loans and various Mortgagors.” The Escrow Account shall be established with a commercial bank, a savings bank or a savings
and loan association (which may be a depository affiliate of Servicer), which meets the guidelines set forth by Fannie Mae or Freddie
Mac as an eligible institution for escrow accounts. The Escrow Account shall initially be established and maintained at Bank of
America, N.A., or any successor thereto, and shall not be transferred to any other depository institution without the Purchaser’s
approval, which shall not unreasonably be withheld. In any case, the Escrow Account shall be insured by the FDIC in a manner which
shall provide maximum available insurance thereunder and which may be drawn on by the Servicer.
The Servicer shall deposit in the Escrow Account on a daily basis, and retain therein: (a) all Escrow Payments collected on
account of the Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this
Agreement and (b) all amounts representing proceeds of any hazard insurance policy which are to be applied to the restoration or
repair of any Mortgaged Property. The Servicer shall make withdrawals therefrom only in accordance with Subsection 11.07 hereof. As
part of its servicing duties, the Servicer shall pay to the Mortgagors interest on funds in the Escrow Account, to the extent
required by law.
Subsection 11.07 Withdrawals From Escrow Account.
Withdrawals from the Escrow Account shall be made by the Servicer only (a) to effect timely payments of ground rents, taxes,
assessments, premiums for Primary Mortgage Insurance Policies, fire and hazard insurance premiums or other items constituting Escrow
Payments for the related Mortgage, (b) to reimburse the Servicer for any Servicing Advance made by Servicer pursuant to Subsection
11.08 hereof with respect to a related Mortgage Loan, (c) to refund to any Mortgagor any funds found to be in excess of the amounts
required under the terms of the related Mortgage Loan, (d) for transfer to the Custodial Account upon default of a Mortgagor or in
accordance with the terms of the related Mortgage Loan and if permitted by applicable law, (e) for application to restore or repair
of the Mortgaged Property, (f) to pay to the Mortgagor, to the extent required by law, any interest paid on the funds deposited in
the Escrow Account, (g) to pay to itself any interest earned on funds deposited in the Escrow Account (and not required to be paid to
the Mortgagor), (h) to the extent permitted under the terms of the related Mortgage Note and applicable law, to pay late fees with
respect to any Monthly Payment which is received after the applicable grace period, (i) to withdraw suspense payments that are
deposited into the Escrow Account, (j) to withdraw any amounts inadvertently deposited in the Escrow Account or (k) to clear and
terminate the Escrow Account upon the termination of this Agreement.
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Subsection 11.08 Payment of Taxes, Insurance and Other Charges; Collections Thereunder.
With respect to each Mortgage Loan, the Servicer shall maintain accurate records reflecting the status of ground rents,
taxes, assessments and other charges which are or may become a lien upon the Mortgaged Property and the status of premiums for
Primary Mortgage Insurance Policies and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination
date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been estimated and accumulated by the Servicer in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage. To the extent that a Mortgage does not provide for Escrow Payments, the Servicer shall determine
that any such payments are made by the Mortgagor. The Servicer assumes full responsibility for the timely payment of all such bills
and shall effect timely payments of all such bills irrespective of each Mortgagor’s faithful performance in the payment of same or
the making of the Escrow Payments and shall make Servicing Advances to effect such payments, subject to its ability to recover such
Servicing Advances pursuant to Subsections 11.05(c), 11.05(d) and 11.07(b). No costs incurred by the Servicer or subservicers in
effecting the payment of taxes and assessments on the Mortgaged Properties shall, for the purpose of calculating remittances to the
Purchaser, be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so
permit.
Subsection 11.09 Transfer of Accounts.
The Servicer may transfer the Custodial Account or the Escrow Account to a different depository institution. Such transfer
shall be made only upon obtaining the prior written consent of the Purchaser; such consent shall not be unreasonably withheld.
Subsection 11.10 Maintenance of Hazard Insurance.
The Servicer shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage customary
in the area where the Mortgaged Property is located by an insurer acceptable to Fannie Mae or Freddie Mac in an amount which is at
least equal to the lesser of (a) the full insurable value of the Mortgaged Property or (b) the greater of (i) the outstanding
principal balance owing on the Mortgage Loan and (ii) an amount such that the proceeds of such insurance shall be sufficient to avoid
the application to the Mortgagor or loss payee of any coinsurance clause under the policy. If the Mortgaged Property is in an area
identified in the Federal Register by the Federal Emergency Management Agency as a special flood hazard area (and such flood
insurance has been made available) the Servicer will cause to be maintained a flood insurance policy meeting the requirements of the
National Flood Insurance Program, in an amount representing coverage not less than the lesser of (A) the minimum amount required
under the terms of the coverage to compensate for any damage or loss to the Mortgaged Property on a replacement-cost basis (or the
outstanding principal balance of the Mortgage Loan if replacement-cost basis is not available) or (B) the maximum amount of insurance
available under the National Flood Insurance Program. The Servicer shall also maintain on REO Property fire and hazard insurance
with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of
such property, liability insurance and, to the extent required and available under the National Flood Insurance Program, flood
insurance in an amount required above. Any amounts collected by the Servicer under any such policies (other than amounts to be
deposited in the Escrow Account and applied to the restoration or repair of the property subject to the related Mortgage or property
acquired in liquidation of the Mortgage Loan, or to be released to the Mortgagor in accordance with Customary Servicing Procedures)
shall be deposited in the Custodial Account, subject to withdrawal pursuant to Subsection 11.05. It is understood and agreed that no
earthquake or other additional insurance need be required by the Servicer of any Mortgagor or maintained on REO Property other than
pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance.
All policies required hereunder shall be endorsed with standard mortgagee clauses with loss payable to Servicer, and shall provide
for at least thirty (30) days prior written notice of any cancellation, reduction in amount or material change in coverage to the
Servicer. The Servicer shall not interfere with the Mortgagor’s freedom of choice in selecting either his insurance carrier or
agent; provided, however, that the Servicer shall not accept any such insurance policies from insurance companies unless such
companies acceptable to Fannie Mae and Freddie Mac and are licensed to do business in the state wherein the property subject to the
policy is located.
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The hazard insurance policies for each Mortgage Loan secured by a unit in a condominium development or planned unit
development shall be maintained with respect to such Mortgage Loan and the related development in a manner which is consistent with
Fannie Mae or Freddie Mac requirements.
Subsection 11.11 Maintenance of Primary Mortgage Insurance Policy; Claims.
With respect to each Mortgage Loan with a LTV in excess of 80%, the Servicer shall, without any cost to the Purchaser,
maintain or cause the Mortgagor to maintain in full force and effect a Primary Mortgage Insurance Policy insuring that portion of the
Mortgage Loan in excess of a percentage in conformance with Fannie Mae requirements. The Servicer shall pay or shall cause the
Mortgagor to pay the premium thereon on a timely basis, at least until the LTV of such Mortgage Loan is reduced to 80%. In the event
that such Primary Mortgage Insurance Policy shall be terminated, the Servicer shall obtain from another insurer a comparable
replacement policy, with a total coverage equal to the remaining coverage of such terminated Primary Mortgage Insurance Policy. If
the insurer shall cease to be a qualified insurer, the Servicer shall obtain from another qualified insurer a replacement insurance
policy. The Servicer shall not take any action which would result in noncoverage under any applicable Primary Mortgage Insurance
Policy of any loss which, but for the actions of the Servicer would have been covered thereunder. In connection with any assumption
or substitution agreement entered into or to be entered into pursuant to Subsection 11.18, the Servicer shall promptly notify the
insurer under the related Primary Mortgage Insurance Policy, if any, of such assumption or substitution of liability in accordance
with the terms of such Primary Mortgage Insurance Policy and shall take all actions which may be required by such insurer as a
condition to the continuation of coverage under such Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is
terminated as a result of such assumption or substitution of liability, the Servicer shall obtain a replacement Primary Mortgage
Insurance Policy as provided above.
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In connection with its activities as servicer, the Servicer agrees to prepare and present or to assist the Purchaser in
preparing and presenting, on behalf of itself and the Purchaser, claims to the insurer under any Primary Mortgage Insurance Policy in
a timely fashion in accordance with the terms of such Primary Mortgage Insurance Policy and, in this regard, to take such action as
shall be necessary to permit recovery under any Primary Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to
Subsection 11.06, any amounts collected by the Servicer under any Primary Mortgage Insurance Policy shall be deposited in the Escrow
Account, subject to withdrawal pursuant to Subsection 11.07.
Subsection 11.12 Fidelity Bond; Errors and Omissions Insurance.
The Servicer shall maintain, at its own expense, a blanket Fidelity Bond and an errors and omissions insurance policy, with
broad coverage on all officers, employees or other persons acting in any capacity requiring such persons to handle funds, money,
documents or papers relating to the Mortgage Loans. These policies must insure the Servicer against losses resulting from fraud,
theft, errors, omissions, negligence, dishonest or fraudulent acts committed by the Servicer’s personnel, any employees of outside
firms that provide data processing services for the Servicer, and temporary contract employees or student interns. The Fidelity Bond
shall also protect and insure the Servicer against losses in connection with the release or satisfaction of a Mortgage Loan without
having obtained payment in full of the indebtedness secured thereby. No provision of this Subsection 11.12 requiring such Fidelity
Bond and errors and omissions insurance shall diminish or relieve the Servicer from its duties and obligations as set forth in this
Agreement. The minimum coverage under any such Fidelity Bond and insurance policy shall be at least equal to the corresponding
amounts required by Fannie Mae in the Fannie Mae Servicing Guide or by Freddie Mac in the Freddie Mac Sellers’ & Servicers’ Guide, as
amended or restated from time to time, or in an amount as may be permitted to the Servicer by express waiver of Fannie Mae or Freddie
Mac. Upon request of the Purchaser, the Servicer shall cause to be delivered to the Purchaser a certified true copy of such Fidelity
Bond or a certificate evidencing the same with a statement that the Servicer shall endeavor to provide written notice to the
Purchaser 30 days prior to modification or any material change.
Subsection 11.13 Title, Management and Disposition of REO Property.
(a) In the event that title to the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the
deed or certificate of sale shall be taken in the name of the Purchaser or its nominee.
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(b) The Purchaser, by giving notice to the Servicer, may elect to manage and dispose of all REO Property acquired
pursuant to this Agreement by itself. If the Purchaser so elects, the Purchaser shall assume control of REO Property at the time of
its acquisition and the Servicer shall forward the related Mortgage File to the Purchaser as soon as is practicable. Promptly upon
assumption of control of any REO Property, the Purchaser shall reimburse any related Servicing Advances or other expenses incurred by
the Servicer with respect to that REO Property.
(c) If the Purchaser has not informed the Servicer that it will manage REO Property, the provisions of this Section
11.13(c) shall apply. The Servicer shall cause to be deposited on a daily basis in the Custodial Account all revenues received with
respect to the conservation of the related REO Property. The Servicer shall make distributions as required on each Remittance Date to
the Purchaser of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses
described above and of any reserves reasonably required from time to time to be maintained to satisfy anticipated liabilities for
such expenses).
The disposition of REO Property shall be carried out by the Purchaser. Upon the request of the Purchaser, and at the
Purchaser’s expense, the Servicer shall cause an appraisal of the REO Property to be performed for the Purchaser.
The Servicer shall either itself or through an agent selected by the Servicer, manage, conserve, protect and operate the REO
Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in
the same manner that similar property in the same locality as the REO Property is managed. Any disbursement in excess of $5,000
shall be made only with the written approval of the Purchaser. The Servicer shall bill the Purchaser for such costs upon the sale of
the REO Property and shall not withdraw funds to cover such costs from the Custodial Account.
Subsection 11.14 Servicing Compensation.
As compensation for its services hereunder, the Servicer shall be entitled to retain the Servicing Fee from interest
payments actually collected on the Mortgage Loans. Additional servicing compensation in the form of assumption fees, late payment
charges, prepayment penalties and other ancillary income shall be retained by the Servicer to the extent not required to be deposited
in the Custodial Account. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing
activities hereunder and shall not be entitled to reimbursement therefore except as specifically provided for herein.
Subsection 11.15 Distributions.
On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the account designated
in writing by the Purchaser of record on the preceding Record Date (a) all amounts credited to the Custodial Account at the close of
business on the related Determination Date, net of charges against or withdrawals from the Custodial Account pursuant to Section
11.05(b) through (h), plus (b) all amounts, if any, which the Servicer is obligated to distribute pursuant to Subsection 11.17, minus
(c) any amounts attributable to Principal Prepayments received after the end of the calendar month preceding the month in which the
Remittance Date occurs, minus (d) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to
the related Due Date.
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With respect to any remittance received by the Purchaser after the Business Day on which such payment was due, the Servicer
shall pay to the Purchaser interest on any such late payment at an annual rate equal to the rate of interest as is publicly announced
from time to time at its principal office by Bank of America, N.A., or its successor, as its prime lending rate, adjusted as of the
date of each change, plus two percent (2%), but in no event greater than the maximum amount permitted by applicable law. Such
interest shall be paid by the Servicer to the Purchaser on the date such late payment is made and shall cover the period commencing
with the Business Day on which such payment was due and ending with the Business Day immediately preceding the Business Day on which
such payment is made, both inclusive. The payment by the Servicer of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Servicer.
Subsection 11.16 Statements to the Purchaser.
Not later than five (5) days prior to each Remittance Date, the Servicer shall forward to the Purchaser a statement,
substantially in the form of Exhibit 8 and certified by a Servicing Officer, setting forth on a loan-by-loan basis: (a) the amount
of the distribution made on such Remittance Date which is allocable to principal and allocable to interest; (b) the amount of
servicing compensation received by the Servicer during the prior calendar month; and (c) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the preceding month. Such statement shall also include information regarding delinquencies
on Mortgage Loans, indicating the number and aggregate principal amount of Mortgage Loans which are either one (1), two (2) or three
(3) or more months delinquent and the book value of any REO Property. The Servicer shall submit to the Purchaser monthly a
liquidation report with respect to each Mortgaged Property sold in a foreclosure sale as of the related Record Date and not
previously reported. Such liquidation report shall be incorporated into the remittance report delivered to Purchaser in the form of
Exhibit 8 hereto. The Servicer shall also provide such information as set forth above to the Purchaser in electronic form in the
Servicer’s standard format, a copy of which has been provided by the Servicer.
In addition, within a reasonable period of time after the end of each calendar year, the Servicer will furnish a report to
each Person that was a Purchaser at any time during such calendar year. Such report shall state the aggregate of amounts distributed
to the Purchaser for such calendar year. Such obligation of the Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Servicer pursuant to any requirements of the Code.
The Servicer shall prepare and file any and all tax returns, information statements or other filings required to be
delivered to any governmental taxing authority, the Mortgagor or to the Purchaser pursuant to any applicable law with respect to the
Mortgage Loans and the transactions contemplated hereby. In addition, the Servicer shall provide the Purchaser with such information
concerning the Mortgage Loans as is necessary for such Purchaser to prepare federal income tax returns as the Purchaser may
reasonably request from time to time.
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Subsection 11.17 Advances by the Servicer.
On the Business Day immediately preceding each Remittance Date, the Servicer shall either (a) deposit in the Custodial
Account from its own funds an amount equal to the aggregate amount of all Monthly Payments (with interest adjusted to the Mortgage
Loan Remittance Rate) which were due on the Mortgage Loans during the applicable Due Period and which were delinquent at the close of
business on the immediately preceding Determination Date (each such advance, a “P&I Advance”), (b) cause to be made an appropriate
entry in the records of the Custodial Account that amounts held for future distribution have been, as permitted by this Subsection
11.17, used by the Servicer in discharge of any such P&I Advance or (c) make P&I Advances in the form of any combination of (a) or
(b) aggregating the total amount of advances to be made. Any amounts held for future distribution and so used shall be replaced by
the Servicer by deposit in the Custodial Account on or before any future Remittance Date if funds in the Custodial Account on such
Remittance Date shall be less than payments to the Purchaser required to be made on such Remittance Date. The Servicer’s obligation
to make P&I Advances as to any Mortgage Loan will continue through the last Monthly Payment due prior to the payment in full of a
Mortgage Loan, or through the last Remittance Date prior to the Remittance Date for the distribution of all other payments or
recoveries (including proceeds under any title, hazard or other insurance policy, or condemnation awards) with respect to a Mortgage
Loan; provided, however, that such obligation shall cease if the Servicer, in its good faith judgment, determines that such P&I
Advances would not be recoverable pursuant to Subsection 11.05(d). The determination by the Servicer that a P&I Advance, if made,
would be nonrecoverable, shall be evidenced by an Officer’s Certificate of the Servicer, delivered to the Purchaser, which details
the reasons for such determination.
Subsection 11.18 Assumption Agreements.
The Servicer will use its best efforts to enforce any “due-on-sale” provision contained in any Mortgage or Mortgage Note;
provided that, subject to the Purchaser’s prior approval, the Servicer shall permit such assumption if so required in accordance with
the terms of the Mortgage or the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor, the Servicer will,
to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the
“due-on-sale” clause applicable thereto; provided, however, the Servicer will not exercise such rights if prohibited by law from doing
so or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance
Policy, if any. In connection with any such assumption, the outstanding principal amount, the Monthly Payment, the Mortgage Interest
Rate, the Lifetime Rate Cap, the Gross Margin, the Initial Rate Cap or the Periodic Rate Cap of the related Mortgage Note shall not
be changed, and the term of the Mortgage Loan will not be increased or decreased. If an assumption is allowed pursuant to this
Subsection 11.18, the Servicer with the prior consent of the issuer of the Primary Mortgage Insurance Policy, if any, is authorized
to enter into a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original
Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes liable under
the Mortgage Note.
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Subsection 11.19 Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Servicer of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Servicer will obtain the portion of the Mortgage File that is in the possession
of the Purchaser or its designee, prepare and process any required satisfaction or release of the Mortgage and notify the Purchaser
in accordance with the provisions of this Agreement. The Purchaser agrees to deliver to the Servicer (or cause to be delivered to
the Servicer) the original Mortgage Note for any Mortgage Loan not later than five (5) Business Days following its receipt of a
notice from the Servicer that such a payment in full has been received or that a notification has been received that such a payment
in full shall be made. Such Mortgage Note shall be held by the Servicer, in trust, for the purpose of canceling such Mortgage Note
and delivering the canceled Mortgage Note to the Mortgagor in a timely manner as and to the extent provided under any applicable
federal or state law.
In the event the Servicer grants a satisfaction or release of a Mortgage without having obtained payment in full of the
indebtedness secured by the Mortgage or should the Servicer otherwise prejudice any right the Purchaser may have under the mortgage
instruments, the Servicer shall remit to the Purchaser the Stated Principal Balance of the related Mortgage Loan by deposit thereof
in the Custodial Account. The Fidelity Bond shall insure the Servicer against any loss it may sustain with respect to any Mortgage
Loan not satisfied in accordance with the procedures set forth herein.
Subsection 11.20 Annual Statement as to Compliance.
Within ninety (90) days after the Servicer’s fiscal year end, beginning with the fiscal year end 2001, the Servicer will
deliver to the Purchaser an Officer’s Certificate stating that (a) a review of the activities of the Servicer during the preceding
calendar year and if performance under this Agreement has been made under such officer’s supervision, and (b) to the best of such
officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year,
or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the
nature and status thereof and the action being taken by the Servicer to cure such default.
Subsection 11.21 Annual Independent Public Accountants’ Servicing Report.
Within ninety (90) days after the Servicer’s fiscal year end, beginning with the fiscal year end 2001, the Servicer at its
expense shall cause a firm of independent public accountants which is a member of the American Institute of Certified Public
Accountants to furnish a statement to the Purchaser to the effect that such firm has, with respect to the Servicer’s overall
servicing operations, examined such operations in accordance with the requirements of the Uniform Single Attestation Program for
Mortgage Bankers, stating such firm’s conclusions relating thereto.
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Subsection 11.22 Servicer Shall Provide Access and Information as Reasonably Required.
The Servicer shall provide to the Purchaser, and for any Purchaser insured by FDIC or NAIC, the supervisory agents and
examiners of FDIC and OTS or NAIC, access to any documentation regarding the Mortgage Loans which may be required by applicable
regulations. Such access shall be afforded without charge, but only upon reasonable request, during normal business hours and at the
offices of the Servicer.
In addition, the Servicer shall furnish upon request by the Purchaser, during the term of this Agreement, such periodic,
special or other reports or information, whether or not provided for herein, as shall be necessary, reasonable and appropriate with
respect to the purposes of this Agreement and applicable regulations. All such reports or information shall be provided by and in
accordance with all reasonable instructions and directions the Purchaser may require. The Servicer agrees to execute and deliver all
such instruments and take all such action as the Purchaser, from time to time, may reasonably request in order to effectuate the
purposes and to carry out the terms of this Agreement.
Subsection 11.23 Inspections.
The Servicer shall inspect the Mortgaged Property as often deemed necessary by the Servicer to assure itself that the value
of the Mortgaged Property is being preserved. In addition, if any Mortgage Loan is more than 60 days delinquent, the Servicer
immediately shall inspect the Mortgaged Property and shall conduct subsequent inspections in accordance with Customary Servicing
Procedures or as may be required by the primary mortgage guaranty insurer. The Servicer shall keep written report of each such
inspection and shall provide a copy of such inspection to the Purchaser upon the request of the Purchaser.
Subsection 11.24 Restoration of Mortgaged Property.
The Servicer need not obtain the approval of the Purchaser prior to releasing any Insurance Proceeds or Condemnation
Proceeds to the Mortgagor to be applied to the restoration or repair of the Mortgaged Property if such release is in accordance with
Customary Servicing Practices. At a minimum, the Servicer shall comply with the following conditions in connection with any such
release of Insurance Proceeds or Condemnation Proceeds:
(a) the Servicer shall receive satisfactory independent verification of completion of repairs and issuance of
any required approvals with respect thereto;
(b) the Servicer shall take all steps necessary to preserve the priority of the lien of the Mortgage,
including, but not limited to requiring waivers with respect to mechanics’ and materialmen’s liens;
(c) the Servicer shall verify that the Mortgage Loan is not in default; and
(d) pending repairs or restoration, the Servicer shall place the Insurance Proceeds or Condemnation Proceeds in
the Escrow Account.
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If the Purchaser is named as an additional loss payee, the Servicer is hereby empowered to endorse any loss draft issued in
respect of such a claim in the name of the Purchaser.
SECTION 12. The Servicer.Subsection 12.01 Indemnification; Third Party Claims.
(a) The Servicer agrees to indemnify and hold harmless the Purchaser against any and all claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in
any way related to the failure of the Servicer to service the Mortgage Loans in compliance with the terms of this Agreement.
(b) The Servicer shall immediately notify the Purchaser if a claim is made by a third party with respect to this
Agreement or the Mortgage Loans, and the Servicer shall assume (with the written consent of the Purchaser) the defense of any such
claim and pay all expenses in connection therewith, including counsel fees. If the Servicer has assumed the defense of the
Purchaser, the Servicer shall provide the Purchaser with a written report of all expenses and advances incurred by the Servicer
pursuant to this Subsection 12.01 and the Purchaser shall promptly reimburse the Servicer for all amounts advanced by it pursuant to
the preceding sentence except when the claim in any way relates to the failure of the Servicer to service the Mortgage Loans in
accordance with the terms of this Agreement.
Subsection 12.02 Merger or Consolidation of the Servicer.
The Servicer will keep in full effect its existence, rights and franchises as a national banking association, and will
obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement or any of the Mortgage Loans and to perform its duties under this
Agreement.
Any Person into which the Servicer may be merged or consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Servicer shall be a party, or any Person succeeding to substantially all of the business of the Servicer
(whether or not related to loan servicing), shall be the successor of the Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
Subsection 12.03 Limitation on Liability of the Servicer and Others.
The duties and obligations of the Servicer shall be determined solely by the express provisions of this Agreement, the
Servicer shall not be liable except for the performance of such duties and obligations as are specifically set forth in this
Agreement and no implied covenants or obligations shall be read into this Agreement against the Servicer. Neither the Servicer nor
any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Purchaser for any action
taken or for refraining from the taking of any action in accordance with Customary Servicing Procedures and otherwise in good faith
pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer against
any liability resulting from any breach of any representation or warranty made herein, or from any liability specifically imposed on
the Servicer herein; and, provided further, that this provision shall not protect the Servicer against any liability that would
otherwise be imposed by reason of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of
reckless disregard of the obligations or duties hereunder. The Servicer and any director, officer, employee or agent of the Servicer
may rely on any document of any kind which it in good faith reasonably believes to be genuine and to have been adopted or signed by
the proper authorities respecting any matters arising hereunder. Subject to the terms of Subsection 12.01, the Servicer shall have
no obligation to appear with respect to, prosecute or defend any legal action which is not incidental to the Servicer’s duty to
service the Mortgage Loans in accordance with this Agreement.
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Subsection 12.04 Seller and Servicer Not to Resign.
Neither the Seller nor the Servicer shall assign this Agreement or resign from the obligations and duties hereby imposed on
it except by mutual consent of the Servicer or the Seller, as the case may be, and the Purchaser or upon the determination that the
Servicer’s duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any
such determination permitting the unilateral resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect
delivered to the Purchaser, which Opinion of Counsel shall be in form and substance acceptable to the Purchaser. No such resignation
or assignment shall become effective until a successor has assumed the Servicer’s responsibilities and obligations hereunder in
accordance with Subsection 14.02.
SECTION 13. Default.Subsection 13.01 Events of Default.
In case one or more of the following Events of Default by the Servicer shall occur and be continuing:
(a) any failure by the Servicer to remit to the Purchaser any payment required to be made under the terms of
this Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of
such failure, requiring the same to be remedied, shall have been given to the Servicer by the Purchaser;
(b) failure by the Servicer to duly observe or perform, in any material respect, any other covenants,
obligations or agreements of the Servicer as set forth in this Agreement which failure continues unremedied for a period of
thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been
given to the Servicer by the Purchaser;
(c) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of
a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the
Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of sixty (60) days;
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(d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency,
bankruptcy, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the
Servicer or relating to all or substantially all of the Servicer’s property;
(e) the Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to
take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations;
(f) the Servicer shall cease to be qualified to do business under the laws of any state in which a Mortgaged
Property is located, but only to the extent such qualification is necessary to ensure the enforceability of each Mortgage
Loan and to perform the Servicer’s obligations under this Agreement; or
(g) the Servicer shall fail to meet the servicer eligibility qualifications of Fannie Mae or the Servicer shall
fail to meet the servicer eligibility qualifications of Freddie Mac;
then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice in
writing to the Servicer, may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive
relief and specific performance, commence termination of all the rights and obligations of the Servicer under this Agreement and in
and to the Mortgage Loans and the proceeds thereof. Upon receipt by the Servicer of such written notice from the Purchaser stating
that they intend to terminate the Servicer as a result of such Event of Default, all authority and power of the Servicer under this
Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant
to Subsection 14.02. Upon written request from the Purchaser, the Servicer shall prepare, execute and deliver to a successor any and
all documents and other instruments, place in such successor’s possession all Mortgage Files and do or cause to be done all other
acts or things necessary or appropriate to effect the purposes of such notice of termination, including, but not limited to, the
transfer and endorsement or assignment of the Mortgage Loans and related documents to the successor at the Servicer’s sole expense.
The Servicer agrees to cooperate with the Purchaser and such successor in effecting the termination of the Servicer’s
responsibilities and rights hereunder, including, without limitation, the transfer to such successor for administration by it of all
amounts which shall at the time be credited by the Servicer to the Custodial Account or Escrow Account or thereafter received with
respect to the Mortgage Loans.
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Subsection 13.02 Waiver of Default.
The Purchaser may waive any default by the Servicer in the performance of its obligations hereunder and its consequences.
Upon any waiver of a past default, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to
have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any
right consequent thereto except to the extent expressly so waived.
SECTION 14. Termination.Subsection 14.01 Termination.
The respective obligations and responsibilities of the Servicer, as servicer, shall terminate upon (a) the distribution to
the Purchaser of the final payment or liquidation with respect to the last Mortgage Loan (or advances of same by the Servicer) or (b)
the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure with respect to the last Mortgage Loan and
the remittance of all funds due hereunder. Upon written request from the Purchaser in connection with any such termination, the
Servicer shall prepare, execute and deliver, any and all documents and other instruments, place in the Purchaser’s possession all
Mortgage Files, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or
otherwise, at the Purchaser’s sole expense. The Servicer agrees to cooperate with the Purchaser and such successor in effecting the
termination of the Servicer’s responsibilities and rights hereunder as servicer, including, without limitation, the transfer to such
successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account
or Escrow Account or thereafter received with respect to the Mortgage Loans.
Subsection 14.02 Successors to the Servicer.
Prior to the termination of the Servicer’s responsibilities and duties under this Agreement pursuant to Subsections 12.04,
13.01 or 14.01, the Purchaser shall, (a) succeed to and assume all of the Servicer’s responsibilities, rights, duties and obligations
under this Agreement or (b) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties and
liabilities of the Servicer under this Agreement upon such termination. In connection with such appointment and assumption, the
Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree. In the event that the Servicer’s duties, responsibilities and liabilities under this Agreement shall be
terminated pursuant to the aforementioned Subsections, the Servicer shall discharge such duties and responsibilities during the
period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and
prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice
the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the aforementioned
Subsections shall not become effective until a successor shall be appointed pursuant to this Subsection and shall in no event relieve
the Seller of the representations and warranties made pursuant to Subsections 7.01 and 7.02 and the remedies available to the
Purchaser under Subsection 7.03, it being understood and agreed that the provisions of such Subsections 7.01 and 7.02 shall be
applicable to the Seller notwithstanding any such resignation or termination of the Servicer, or the termination of this Agreement.
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Any successor appointed as provided herein shall execute, acknowledge and deliver to the Servicer and to the Purchaser an
instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement.
Any termination or resignation of the Servicer or this Agreement pursuant to Subsections 12.04, 13.01 or 14.01 shall not affect any
claims that the Purchaser may have against the Servicer arising prior to any such termination or resignation.
The Servicer shall promptly deliver to the successor the funds in the Custodial Account and Escrow Account and all Mortgage
Files and related documents and statements held by it hereunder and the Servicer shall account for all funds and shall execute and
deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor
all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer.
Upon a successor’s acceptance of appointment as such, the Servicer shall notify by mail the Purchaser of such appointment.
SECTION 15. Notices.
All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if
mailed, by registered or certified mail, return receipt requested, or, if by other means, when received by the other party at the
address as follows:
(a) if to the Purchaser:
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Mr. Edward Raice
(b) if to the Seller:
Bank of America, N.A.
201 North Tryon Street
Charlotte, North Carolina28255
Attn: Secondary Marketing Manager
(c) if to the Servicer:
Bank of America, N.A.
101 East Main Street, Suite 400
Louisville, Kentucky40232
Attn: Servicing Manager
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or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice or communication
hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced,
in the case of registered or certified mail, by the date noted on the return receipt).
SECTION 16. Severability Clause.
Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or
unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held
to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the
extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable
any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party
of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good-faith, to develop a
structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such
invalidity.
SECTION 17. No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto
and the services of the Servicer shall be rendered as an independent contractor and not as agent for the Purchaser.
SECTION 18. Counterparts.
This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be
an original, and all such counterparts shall constitute one and the same instrument.
SECTION 19. Governing Law.
EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW, THE AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS OF NEW YORK OR ANY OTHER JURISDICTION.
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SECTION 20. Intention of the Parties.
It is the intention of the parties that the Purchaser is purchasing, and the Seller is selling, the Mortgage Loans
and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat the transaction
for federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall
have the right to review the Mortgage Loans and the related Mortgage Files to determine the characteristics of the Mortgage Loans
which shall affect the federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all
reasonable requests made by the Purchaser in the course of such review.
It is not the intention of the parties that such conveyances be deemed a pledge thereof. However, in the event
that, notwithstanding the intent of the parties, such assets are held to be the property of the Seller or if for any other reason
this Agreement is held or deemed to create a security interest in either such assets, then (a) this Agreement shall be deemed to be a
security agreement within the meaning of the Uniform Commercial Code of the State of New York and (b) the conveyances provided for in
this Agreement shall be deemed to be an assignment and a grant by the Seller to the Purchaser of a security interest in all of the
assets transferred, whether now owned or hereafter acquired.
SECTION 21. Waivers.
No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing
and signed by the party against whom such waiver or modification is sought to be enforced.
SECTION 22. Exhibits.
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this
Agreement.
SECTION 23. General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(a) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the
plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;
(b) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with
generally accepted accounting principles;
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(c) references herein to “Articles,” “Sections,” “Subsections,” “Paragraphs” and other subdivisions without
reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this
Agreement;
(d) reference to a Subsection without further reference to a Section is a reference to such Subsection as
contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other
subdivisions;
(e) the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a
whole and not to any particular provision; and
(f) the term “include” or “including” shall mean without limitation by reason of enumeration.
SECTION 24. Reproduction of Documents.
This Agreement and all documents relating thereto, including, without limitation (a) consents, waivers and
modifications which may hereafter be executed, (b) documents received by any party at the closing and (c) financial statements,
certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto agree that any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party hereto in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in evidence.
SECTION 25. Amendment.
This Agreement may be amended from time to time by the Purchaser, the Seller and the Servicer by written agreement
signed by the parties hereto.
SECTION 26. Confidentiality.
Each of the Purchaser, the Seller and the Servicer shall employ proper procedures and standards designed to maintain
the confidential nature of the terms of this Agreement, except to the extent (a) the disclosure of which is reasonably believed by
such party to be required in connection with regulatory requirements or other legal requirements relating to its affairs; (b)
disclosed to any one or more of such party’s employees, officers, directors, agents, attorneys or accountants who would have access
to the contents of this Agreement and such data and information in the normal course of the performance of such person’s duties for
such party, to the extent such party has procedures in effect to inform such person of the confidential nature thereof; (c) that is
disclosed in a prospectus, prospectus supplement or private placement memorandum relating to a securitization of the Mortgage Loans
by the Purchaser (or an affiliate assignee thereof) or to any person in connection with the resale or proposed resale of all or a
portion of the Mortgage Loans by such party in accordance with the terms of this Agreement; and (d) that is reasonably believed by
such party to be necessary for the enforcement of such party’s rights under this Agreement.
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SECTION 27. Entire Agreement.
This Agreement constitutes the entire agreement and understanding relating to the subject matter hereof between the
parties hereto and any prior oral or written agreements between them shall be deemed to have merged herewith.
SECTION 28. Further Agreements; Securitization.
The Seller, the Servicer and the Purchaser each agree to execute and deliver to the other such reasonable and
appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this
Agreement.
The Seller and the Servicer each agree to enter into additional documents, instruments or agreements as may be
necessary to effect one or more Securitizations of the Mortgage Loans. The parties also agree that the provisions of this Agreement
may be altered in a manner reasonably acceptable to the Servicer if necessary to effect a Securitization (including, but not limited
to, any changes required (i) to satisfy rating agency requirements or (ii) to qualify for treatment as one or more real estate
investment conduits).
SECTION 29. Successors and Assigns.
This Agreement shall bind and inure to the benefit of and be enforceable by the initial Purchaser, the Seller and
the Servicer, and the respective successors and assigns of the initial Purchaser, the Seller and the Servicer. The initial Purchaser
and any subsequent Purchasers may assign this Agreement to any Person to whom any Mortgage Loan is transferred pursuant to a sale or
financing upon prior written notice to the Servicer in accordance with the following paragraph; provided, however, that the Servicer
shall not be required to service the Mortgage Loans for more than three (3) Persons for assignees of EMC Mortgage Corporation or its
respective affiliates at any time and shall not recognize any assignment of this Agreement to the extent that following such
assignment more than such number of Persons would be Purchasers hereunder. As used herein, the trust formed in connection with a
Securitization shall be deemed to constitute a single “Person.” Upon any such assignment and written notice thereof to the Servicer,
the Person to whom such assignment is made shall succeed to all rights and obligations of the Purchaser under this Agreement to the
extent of the related Mortgage Loan or Mortgage Loans and this Agreement, to the extent of the related Mortgage Loan or Loans, shall
be deemed to be a separate and distinct Agreement between the Servicer and such Purchaser, and a separate and distinct Agreement
between the Servicer and each other Purchaser to the extent of the other related Mortgage Loan or Loans.
At least five (5) Business Days prior to the end of the month preceding the date upon which the first remittance is
to be made to an assignee of the Purchaser, the Purchaser shall provide to the Servicer written notice of any assignment setting
forth: (a) the Servicer’s applicable Mortgage Loan identifying number for each of the Mortgage Loans affected by such assignment;
(b) the aggregate scheduled transfer balance of such Mortgage Loans; and (c) the full name, address and wiring instructions of the
assignee and the name and telephone number of an individual representative for such assignee, to whom the Servicer should: (i) send
remittances; (ii) send any notices required by or provided for in this Agreement; and (iii) deliver any legal documents relating to
the Mortgage Loans (including, but not limited to, contents of any Mortgage File obtained after the effective date of any assignment).
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If the Purchaser has not provided the notice of assignment required by this Section 29, the Servicer shall not be
required to treat any other Person as a “Purchaser” hereunder and may continue to treat the Purchaser which purports to assign the
Agreement as the “Purchaser” for all purposes of this Agreement.
SECTION 30. Non-Solicitation.
From and after the Closing Date, the Seller, the Servicer and any of their respective affiliates hereby agrees that it will
not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors
on its behalf, to personally, by telephone or mail, solicit a Mortgagor under any Mortgage Loan for the purpose of refinancing a
Mortgage Loan, in whole or in part, without the prior written consent of Purchaser. It is understood and agreed that all rights and
benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such
Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to Purchaser pursuant hereto
on the Closing Date and none of the Seller, the Servicer or any of their respective affiliates shall take any action to undermine
these rights and benefits.
Notwithstanding the foregoing, it is understood and agreed that the Seller, the Servicer or any of their respective
affiliates:
(a) may advertise its availability for handling refinancings of mortgages in its portfolio, including the
promotion of terms it has available for such refinancings, through the sending of letters or promotional material, so long
as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for
all of the mortgages in the A-quality servicing portfolio of the Seller, the Servicer and any of their affiliates (those it
owns as well as those serviced for others) or sent to all of the mortgagors who have specific types of mortgages (such as
FHA, VA, conventional fixed-rate or conventional adjustable-rate (including 7/1 and 10/1 adjustable-rate mortgages)) or sent
to those mortgagors whose mortgages fall within specific interest rate ranges;
(b) may provide pay-off information and otherwise cooperate with individual mortgagors who contact it about
prepaying their mortgages by advising them of refinancing terms and streamlined origination arrangements that are available;
and
(c) may offer to refinance a Mortgage Loan made within 30 days following receipt by it of a pay-off request
from the related Mortgagor.
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Promotions undertaken by the Seller or the Servicer or by any affiliate of the Seller or the Servicer which are directed to
the general public at large (including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper,
radio and television advertisements), shall not constitute solicitation under this Section 30.
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IN WITNESS WHEREOF, the Purchaser, the Seller and the Servicer have caused their names to be signed hereto by their
respective officers thereunto duly authorized on the date first above written.
EMC MORTGAGE CORPORATION,
as Purchaser
By: __________________________________________________________________
Name: ________________________________________________________________
Title: _______________________________________________________________
BANK OF AMERICA, N.A.,
as Seller and as Servicer
By: __________________________________________________________________
Name: Judy V Ford
Title: Vice President
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EXHIBIT 1
(I) FORM OF SELLER’S AND SERVICER’S OFFICER’S CERTIFICATE
I, Judy V. Ford, hereby certify that I am a duly elected Vice President of Bank of America, N.A., a national banking
association (the “Bank”), and further certify, on behalf of the Bank as follows:
1. Attached hereto as Attachment I are a true and correct copy of the Certificate of Incorporation and by-laws
of the Bank as are in full force and effect on the date hereof. No event has occurred which has affected the good standing
of the Bank under the laws of the United States.
2. No proceedings looking toward liquidation, dissolution or bankruptcy of the Bank or a merger pursuant to
which the Bank would not be the surviving entity are pending or contemplated.
3. Each person who, as an officer or attorney-in-fact of the Bank, signed (a) the Mortgage Loan Sale and
Servicing Agreement (the “Sale Agreement”), dated September 20, 2001, by and between the Bank, as seller and as servicer,
and EMC Mortgage Corporation, as purchaser, and (b) any other document delivered prior hereto or on the date hereof in
connection with the sale and servicing of the Mortgage Loans in accordance with the Sale Agreement was, at the respective
times of such signing and delivery, and is, as of the date hereof, duly elected or appointed, qualified and acting as such
officer or attorney-in-fact, and the signatures of such persons appearing on such documents are their genuine signatures.
4. All of the representations and warranties of the Bank contained in Subsections 7.01 and 7.02 of the Sale
Agreement were true and correct in all material respects as of the Closing Date.
5. The Bank has performed all of its duties and has satisfied all the material conditions on its part to be
performed or satisfied prior to the Closing Date pursuant to the Sale Agreement.
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All capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Sale
Agreement.
IN WITNESS WHEREOF, I have hereunto signed my name on this 20th day of September, 2001.
BANK OF AMERICA, N.A.
By: __________________________________________________________
Name: Judy V. Ford
Title: Vice President
I, Teresa G. Bowlin, an Assistant Vice President of Bank of America, N.A. , hereby certify that Judy V. Ford is a
duly elected, qualified and acting Vice President of the Seller and the Servicer and that the signature appearing above is such
person’s genuine signature.
IN WITNESS WHEREOF, I have hereunto signed my name on this 20th day of September, 2001.
BANK OF AMERICA, N.A., as Seller and as Servicer
By: __________________________________________________________
Name: Teresa G. Bowlin
Title: Assistant Vice President
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(II) EXHIBIT 2
MORTGAGE LOAN DOCUMENTS
With respect to each Mortgage Loan, the Mortgage Loan Documents shall consist of the following:
(a) the original Mortgage Note bearing all intervening endorsements, endorsed in blank and signed in the name
of the Seller by an officer thereof or, if the original Mortgage Note has been lost or destroyed, a lost note affidavit
substantially in the form of Exhibit 6 hereto;
(b) the original Assignment of Mortgage with assignee’s name left blank;
(c) the original of any guarantee executed in connection with the Mortgage Note;
(d) the original Mortgage with evidence of recording thereon, or if any such mortgage has not been returned
from the applicable recording office or has been lost, or if such public recording office retains the original recorded
mortgage, a photocopy of such mortgage certified by the Seller to be a true and complete copy of the original recorded
mortgage;
(e) the originals of all assumption, modification, consolidation or extension agreements, if any, with evidence
of recording thereon;
(f) the originals of all intervening assignments of mortgage with evidence of recording thereon, or if any such
intervening assignment of mortgage has not been returned from the applicable recording office or has been lost or if such
public recording office retains the original recorded assignments of mortgage, a photocopy of such intervening assignment of
mortgage, certified by the Seller to be a true and complete copy of the original recorded intervening assignment of mortgage;
(g) the original mortgagee title insurance policy including an Environmental Protection Agency Endorsement and
an adjustable-rate endorsement;
(h) the original of any security agreement, chattel mortgage or equivalent document executed in connection with
the Mortgage; and
(i) a copy of any applicable power of attorney.
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(III) EXHIBIT 3
(IV) CONTENTS OF EACH MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, unless otherwise
disclosed to the Purchaser on the data tape, which shall be available for inspection by the Purchaser and which shall be retained by
the Servicer or delivered to the Purchaser:
(a) Copies of the Mortgage Loan Documents.
(b) Residential loan application.
(c) Mortgage Loan closing statement.
(d) Verification of employment and income, if required.
(e) Verification of acceptable evidence of source and amount of down payment.
(f) Credit report on Mortgagor, in a form acceptable to either Fannie Mae or Freddie Mac.
(g) Residential appraisal report.
(h) Photograph of the Mortgaged Property.
(i) Survey of the Mortgaged Property, unless a survey is not required by the title insurer.
(j) Copy of each instrument necessary to complete identification of any exception set forth in the exception
schedule in the title policy, i.e., map or plat, restrictions, easements, home owner association declarations, etc.
(k) Copies of all required disclosure statements.
(l) If applicable, termite report, structural engineer’s report, water potability and septic certification.
(m) Sales Contract, if applicable.
(n) The Primary Mortgage Insurance policy or certificate of insurance or electronic notation of the existence
of such policy, where required pursuant to the Agreement.
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(o) Evidence of electronic notation of the hazard insurance policy, and, if required by law, evidence of the
flood insurance policy.
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EXHIBIT H-2
CHASE HOME SERVICING AGREEMENT
(Provided Upon Request)
64
AMENDMENT NUMBER ONE
to the
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of April 28, 2006
among
EMC MORTGAGE CORPORATION,
as Purchaser
and
CHASE HOME FINANCE LLC,
as Company
This AMENDMENT NUMBER ONE (this “Amendment”) is made and entered into this 28th day of April, 2006, by and between EMC
Mortgage Corporation, a Delaware corporation, as purchaser (the “Purchaser”) and Chase Home Finance LLC, as company (the “Company”)
(as successor in interest to Chase Manhattan Mortgage Corporation) in connection with the Purchase, Warranties and Servicing
Agreement, dated as of September 1, 1999, between the above mentioned parties (the “Agreement”). This Amendment is made pursuant to
Section 11.02 of the Agreement.
RECITALS
WHEREAS, the parties hereto have entered into the Agreement;
WHEREAS, the Agreement provides that the parties thereto may enter into an amendment to the Agreement;
WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment; and
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the
Agreement.
2. Article I of the Agreement is hereby amended effective as of the date hereof by adding the following definitions to
Section 1.01:
Commission or SEC: The Securities and Exchange Commission.
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Company: Chase Home Finance LLC.
Delinquency Recognition Policies: The generally accepted industry standard that defines the proper means of reporting
delinquency status (such as MBA versus OTS methodology) and the processing standard for addressing residential mortgage loans of the
same type as the Mortgage Loans at various stages throughout default (such as the Fannie Mae Guide or FHLMC Guide standards).
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Master Servicer: With respect to any Securitization Transaction, the “master servicer,” if any, identified in the related
transaction documents.
Prepayment Charge: Any prepayment premium, penalty or charge payable by a Mortgagor in connection with any Principal
Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided that the following conditions
are satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Company and such Person that contemplated
that such Person would underwrite mortgage loans from time to time, for sale to the Company, in accordance with underwriting
guidelines designated by the Company (“Designated Guidelines”) or guidelines that do not vary materially from such Designated
Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the Company
within 180 days after origination; (iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated,
used by the Company in origination of mortgage loans of the same type as the Mortgage Loans for the Company’s own account or (y) the
Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for
use by lenders in originating mortgage loans to be purchased by the Company; and (iv) the Company employed, at the time such Mortgage
Loans were acquired by the Company, pre-purchase or post-purchase quality assurance procedures (which may involve, among other
things, review of a sample of mortgage loans purchased during a particular time period or through particular channels) designed to
ensure that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as amended from
time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.
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Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage
Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or
unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the
payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole
or in part, of some or all of the Mortgage Loans.
Servicing Criteria: As of any date of determination, the “servicing criteria” set forth in Item 1122(d) of Regulation AB as
such may be amended from time to time.
Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans as determined by and under the direction or
authority of the Company or a Subservicer.
Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the
Company.
3. Article I of the Agreement is hereby amended effective as of the date hereof by deleting in its entirety the
definition of Business Day in Section 1.01 and replacing it with the following:
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the States of New York, Maryland or
Minnesota, or (iii) a day on which banks in the States of New York, Maryland or Minnesota are authorized or obligated by law or
executive order to be closed.
4. Article I of the Agreement is hereby amended effective as of the date hereof by deleting in its entirety the
definition of Subservicer in Section 1.01 and replacing it with the following:
Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any Subservicer and is responsible for the
performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Company under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB.
5. Article I of the Agreement is hereby amended effective as of the date hereof by deleting in its entirety the
definition of Principal Prepayment in Section 1.01 and replacing it with the following:
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Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial which is received in advance of
its scheduled Due Date, including any Prepayment Charge and which is not accompanied by an amount of interest representing scheduled
interest due on any date or dates in any month or months subsequent to the month of prepayment.
6. Article III of the Agreement is hereby amended effective as of the date hereof by revising Section 3.01(n) as
follows (new text underlined):
(n) CMB has delivered to the Purchaser financial statements of its parent, for its last two complete fiscal years. All
such financial information fairly presents the pertinent results of operations and financial position for the period identified and
has been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved,
except as set forth in the notes thereto. There has been no change in the servicing policies and procedures, business, operations,
financial condition, properties or assets of the Company since the date of the Company’s financial information that would have a
material adverse effect on its ability to perform its obligations under this Agreement;
7. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(q):
(q) In connection with any Securitization Transaction, the Company shall be deemed to represent to the Purchaser and to
any Depositor, as of the date on which information is first provided to the Purchaser, any Master Servicer or any Depositor under
Section 11.18 that, except as disclosed in writing to the Purchaser or such Depositor prior to such date: (i) the Company is not
aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any
other securitization due to any act or failure to act of the Company; (ii) the Company has not been terminated as servicer in a
residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or
trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential
mortgage loans involving the Company as servicer has been disclosed or reported by the Company; (iv) no material changes to the
Company’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Reconstitution
Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding
the related Securitization Transaction; (v) there are no aspects of the Company’s financial condition that could have a material
adverse effect on the performance by the Company of its servicing obligations under this Agreement or any Reconstitution Agreement;
(vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Company or any
Subservicer; and (vii) there are no affiliations, relationships or transactions relating to the Company or any Subservicer with
respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119
of Regulation AB.
8. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(r):
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(r) If so requested by the Purchaser or any Depositor on any date following the date on which information is first
provided to the Purchaser or any Depositor under Section 11.18, the Company shall, using best efforts within five Business Days
following such request, but in no event later than seven Business Days following such request, confirm in writing the accuracy of the
representations and warranties set forth in Section 3.01(q) or, if any such representation and warranty is not accurate as of the
date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party.
9. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.02(zz):
With respect to each Mortgage Loan, information regarding the borrower credit files related to such Mortgage Loan has been
furnished to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable
implementing regulations.
10. Article IV of the Agreement is hereby amended effective as of the date hereof by adding this paragraph after the
first sentence of Section 4.01:
In addition, the Company shall furnish information regarding the borrower credit files related to such Mortgage Loan to
credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing
regulations.
11. Article IV of the Agreement is hereby amended effective as of the date hereof by adding the following at the end of
Section 4.02:
The Company shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall have been limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally, (ii) the enforcement
thereof is illegal, or any local, state or federal agency has threatened legal action if the prepayment penalty is enforced, (iii)
the mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard
and customary in servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the
reasonable judgment of the Company, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and
the related Mortgage Loan. If a Prepayment Charge is waived, but does not meet the standards described above, then the Company is
required to pay the amount of such waived Prepayment Charge by remitting such amount to the Purchaser by the Remittance Date.
12. Article IV of the Agreement is hereby amended effective as of the date hereof by revising the first paragraph of
Section 4.03 by adding the following after the first sentence:
In determining the delinquency status of any Mortgage Loan, the Company will use Delinquency Recognition Policies.
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13. Article IV of the Agreement is hereby amended effective as of the date hereof by deleting the first sentence of the
second paragraph of Section 4.03 and replacing it with the following:
In the event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property, such property shall be disposed of by
Company, with the consent of Purchaser as required pursuant to this Agreement, before the close of the third taxable year following
the taxable year in which the Mortgage Loan became an REO Property, unless Company provides to the trustee under such REMIC an
opinion of counsel to the effect that the holding of such REO Property subsequent to the close of the third taxable year following
the taxable year in which the Mortgage Loan became an REO Property, will not result in the imposition of taxes on "prohibited
transactions" as defined in Section 860F of the Code, or cause the transaction to fail to qualify as a REMIC at any time that
certificates are outstanding.
14. Article IV of the Agreement is hereby amended effective as of the date hereof by adding the following to item (iii)
of Section 4.05 (new text underlined):
(iii) to reimburse itself for unreimbursed or non-recoverable Monthly Advances and Servicing Advances and any unpaid
Servicing Fees, the Servicer's right to reimburse itself pursuant to this subclause (iii) with respect to any Mortgage Loan being
limited to related proceeds from Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the relevant
provisions of the FNMA Guides or as otherwise set forth in this Agreement, it being understood that for those Mortgage Loans in
foreclosure, Servicer shall recover for Servicing Advances and Servicing Fees through the completion of foreclosure and disposition
of the REO Property; such recovery shall be made upon liquidation of the REO Property;
15. Article V of the Agreement is hereby amended effective as of the date hereof by deleting Section 5.02 in its
entirety and replacing it with the following:
Section 5.02 Statements to the Purchaser.The Company shall furnish to Purchaser an individual loan accounting report, as of the last Business Day of each month, in
the Company's assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With
respect to each month, the corresponding individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on a disk or tape or other computer-readable format in such format as may be mutually agreed upon
by both Purchaser and Company, and no later than the fifth Business Day of the following month in hard copy, and shall contain the
following:
(i) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to principal
(including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or
premiums, along with a detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);
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(ii) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to interest;
(iii) with respect to each Mortgage Loan, the amount of servicing compensation received by the Company during the prior
distribution period;
(iv) the Stated Principal Balance of each Mortgage Loan and the aggregate Stated Principal Balance of all Mortgage Loans
as of the first day of the distribution period and the last day of the distribution period;
(v) with respect to each Mortgage Loan, the current Mortgage Interest Rate;
(vi) with respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds and REO Disposition Proceeds received during the prior distribution period;
(vii) with respect to each Mortgage Loan, the amount of any Prepayment Interest Shortfalls paid by the Company in
accordance with Section 4.04 during the prior distribution period;
(viii) the beginning and ending balances of the Custodial Account and Escrow Account;
(ix) the number of Mortgage Loans as of the first day of the distribution period and the last day of the distribution
period;
(x) with respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage Loan (a) delinquent as grouped in
the following intervals through final liquidation of such Mortgage Loan: 30 to 59 days, 60 to 89 days, 90 days or more; (b) as to
which foreclosure has commenced; and (c) as to which REO Property has been acquired;
(xi) with respect to each Mortgage Loan, the amount and severity of any realized loss following liquidation of such
Mortgage Loan;
(xii) with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans, the amount of any Monthly Advances
made by the Company during the prior distribution period;
(xiii) with respect to each Mortgage Loan, a description of any Servicing Advances made by the Company with respect to such
Mortgage Loan including the amount, terms and general purpose of such Servicing Advances, and the aggregate amount of Servicing
Advances for all Mortgage Loans during the prior distribution period;
(xiv) with respect to each Mortgage Loan, a description of any Nonrecoverable Advances made by the Company with respect to
such Mortgage Loan including the amount, terms and general purpose of such Nonrecoverable Advances, and the aggregate amount of
Nonrecoverable Advances for all Mortgage Loans during the prior distribution period;
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(xv) with respect to each Mortgage Loan, a description of any Monthly Advances, Servicing Advances and Nonrecoverable
Advances reimbursed to the Company with respect to such Mortgage Loan during the prior distribution period pursuant to Section 4.05,
and the source of funds for such reimbursement, and the aggregate amount of any Monthly Advances, Servicing Advances and
Nonrecoverable Advances reimbursed to the Company for all Mortgage Loans during the prior distribution period pursuant to Section
4.05;
(xvi) with respect to any Mortgage Loan, a description of any material modifications, extensions or waivers to the terms,
fees, penalties or payments of such Mortgage Loan during the prior distribution period or that have cumulatively become material over
time;
(xvii) a description of any material breach of a representation or warranty set forth in Section 3.01 or Section 3.02
herein or of any other breach of a covenant or condition contained herein and the status of any resolution of such breach;
(xviii) with respect to each Mortgage Loan, the Stated Principal Balance of any substitute Mortgage Loan provided by the
Company and the Stated Principal Balance of any Mortgage Loan that has been replaced by a substitute Mortgage Loan in accordance with
Section 3.03 herein;
(xix) with respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage Loan that has been repurchased by
the Company in accordance with Section 3.03 herein.
In addition, the Company shall provide to the Purchaser such other information known or available to the Company that is
necessary in order to provide the distribution and pool performance information as required under Item 1121 of Regulation AB, as
amended from time to time, as determined by the Purchaser in its sole discretion. The Company shall also provide a monthly report,
in the form of Exhibit H hereto, or such other form as is mutually acceptable to the Company, the Purchaser and any Master Servicer,
Exhibit I with respect to defaulted mortgage loans and Exhibit J, with respect to realized losses and gains, with each such
report.
The Company shall prepare and file any and all information statements or other filings required to be delivered to any
governmental taxing authority or to Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Company shall provide Purchaser with such information concerning the Mortgage Loans as is
necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.
In addition, not more than sixty (60) days after the end of each calendar year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable federal
income tax law as to the aggregate of remittances for the applicable portion of such year.
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16. Article V of the Agreement is hereby amended effective as of the date hereof by deleting the first paragraph of
Section 5.03 and replacing it with the following:
Not later than the close of business on the Business Day preceding each Remittance Date, the Servicer shall deposit in the
Custodial Account an amount equal to all Monthly Payments not previously advanced by the Servicer, whether or not deferred pursuant
to Section 4.01, of principal (due after the Cut-off Date) and interest not allocable to the period prior to the Cut-off Date,
adjusted to the Mortgage Loan Remittance Rate, which were due on a Mortgage Loan and delinquent at the close of business on the
related Determination Date.
17. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.04 in its
entirety and replacing it with the following:
Section 6.04 Annual Statement as to Compliance.The Company will deliver to the Purchaser and any Master Servicer, not later than March 1 of each calendar year beginning in
2007, an officers’ certificate reasonably acceptable to the Purchaser and each Master Servicer (an “Annual Statement of Compliance”)
stating, as to each signatory thereof, that (i) a review of the activities of the Company during the preceding calendar year and of
performance under this Agreement or other applicable servicing agreement has been made under such officers’ supervision and (ii) to
the best of such officers’ knowledge, based on such review, the Company has fulfilled all of its obligations under this Agreement or
other applicable servicing agreement in all material respects throughout such year, or, if there has been a failure to fulfill any
such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure
provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use with respect to any
filings made in connection with a Securitization Transaction. Copies of such statement shall be provided by the Company to the
Purchaser upon request and by the Purchaser upon request to any Person identified as a prospective purchaser of the Mortgage Loans.
In the event that the Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the
Company shall deliver an Annual Statement of Compliance of the Subservicer as described above as to each Subservicer as and when
required with respect to the Company.
18. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.05 in its
entirety and replacing it with the following:
Section 6.05 [Reserved]
19. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
6.07:
Section 6.07 Assessment of Compliance with Servicing Criteria.
(a) On or before March 1 of each calendar year, commencing in 2007, the Company shall:
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(i) deliver to the Purchaser, any Master Servicer and any Depositor a report mutually satisfactory to the Company, the
Purchaser, any Master Servicer and any Depositor regarding the Company’s assessment of compliance with the Servicing Criteria during
the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB. Such report shall be addressed to the Purchaser, any Master Servicer and such Depositor and signed by an authorized officer of
the Company, and shall address each of the Servicing Criteria specified on a certification in the form of Exhibit O hereto delivered
to the Purchaser concurrently with the execution of this Agreement. For purposes of clarification, the parties hereto acknowledge
that with respect to the Securitization Transaction closing April 28, 2006 Ref: Bear Stearns ALT-A Trust, Mortgage Pass-Through
Certificates, Series 2006-3, the Company is not the custodian of the Mortgage Files and the Mortgage Files are being held by Wells
Fargo Bank, N.A., as custodian;
(ii) deliver to the Purchaser, any Master Servicer and any Depositor a report of a registered public accounting firm that
attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding paragraph. Such
attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;
(iii) cause each Subservicer, and each Subcontractor determined by the Company pursuant to Section 11.20(b)(ii) to be
“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser, any Master
Servicer and any Depositor an assessment of compliance, accountants’ attestation and a Sarbanes Certification (as defined below) as
and when provided in paragraphs (a) and (b) of this Section; and
(iv) deliver to the Purchaser, any Master Servicer, any Depositor and any other Person that will be responsible for
signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a
back-up certification signed by the appropriate officer of the Company in the form attached hereto as Exhibit L.
The Company acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the
Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Purchaser nor
any Depositor will request delivery of a certification under clause (a)(iv) above unless a Depositor is required under the Exchange
Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans.
(b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.07 shall address each of the Servicing
Criteria specified on a certification in the form of Exhibit O hereto or, in the case of a Subservicer subsequently appointed as
such, delivered to the Purchaser on or prior to the date of such appointment. An assessment of compliance provided by a
Subcontractor pursuant to Section 6.07(a) need not address any elements of the Servicing Criteria other than those specified by the
Company pursuant to Section 11.20(a).
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(c) It is acknowledged and agreed that each Master Servicer and the party certifying the Sarbanes Certification shall be
an express third party beneficiary of the provisions of this Section 6.04, and shall be entitled independently to enforce the
provisions of this Section 6.04 with respect to any obligations owed to such entity as if it were a direct party to this Agreement.
20. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
6.08:
Section 6.08 Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that the purpose of Sections 3.01(q), 3.01(r), 5.02, 6.04, 6.07, 11.18,
11.19, 11.20 and 11.21 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of
Regulation AB and related rules and regulations of the Commission. None of the Purchaser, any Master Servicer or any Depositor shall
exercise its right to request (if any request is required) delivery of information or other performance under these provisions other
than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of
the Commission thereunder. The Company acknowledges that interpretations of the requirements of Regulation AB may change over time,
whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed
securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Purchaser or any Depositor in
good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In
connection with any Securitization Transaction, the Company agrees to cooperate fully with the Purchaser to deliver to the Purchaser
(including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any
other information necessary in the good faith determination of the Company and the Purchaser or any Depositor to permit the Purchaser
or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Company, any
Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the
Company and the Purchaser or any Depositor to be necessary in order to effect such compliance.
Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance
under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and
the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that
required under the Securities Act). The Company acknowledges that interpretations of the requirements of Regulation AB may change
over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the
asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Purchaser or any
Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.
In connection with any Securitization Transaction, the Company agrees to cooperate with the Purchaser to deliver to the Purchaser
(including any of its assignees or designees), any Master Servicer and any Depositor, any statements, reports, certifications,
records and any other information necessary in the good faith determination of the Company, the Purchaser, any Master Servicer or any
Depositor to permit the Purchaser, any Master Servicer or such Depositor to comply with the provisions of Regulation AB, together
with such disclosures relating to the Company, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing
of the Mortgage Loans, reasonably believed by the Company, the Purchaser, any Master Servicer or any Depositor to be necessary in
order to effect such compliance.
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The Purchaser (including any of its assignees or designees) shall cooperate with the Company by providing timely notice of
requests for information under these provisions and by reasonably limiting such requests to information required, in the Purchaser’s
reasonable judgment, to comply with Regulation AB. The parties hereto acknowledge and agree that, in connection with a
Securitization Transaction, (i) no party shall file with the Commission any report contemplated by Item 1122 of Regulation AB with
respect to the Seller, the Servicer, any Subservicer or any Subcontractor if such entity’s activities relate to five percent (5%) or
less of the asset pool of such Securitization Transaction, and (ii) no party shall file with the Commission any servicer compliance
statement contemplated by Item 1123 of Regulation AB with respect to the Seller, the Servicer, any Subservicer or any Subcontractor
if such entity’s activities relate to less than ten percent (10%) of the asset pool of such Securitization Transaction.
21. Article IX of the Agreement is hereby amended effective as of the date hereof by deleting the first sentence of the
last paragraph of Section 9.01 and replacing it with the following (new text underlined):
Then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice
in writing to the Servicer (except as otherwise stated herein, in which case, automatically and without notice) may, in addition to
whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief
and specific performance, terminate all the rights and obligations of the Servicer (and if the Servicer is servicing any of the
Mortgage Loans in a Securitization Transaction, appoint a successor servicer reasonably acceptable to any Master Servicer for such
Securitization Transaction) under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the
Servicer for the same.
22. Article IX of the Agreement is hereby amended effective as of the date hereof by adding the following at the end of
the last paragraph of Section 9.01:
The Company shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a master servicer) and any
Depositor, as applicable, for all reasonable expenses incurred by the Purchaser (or such designee) or such Depositor, as such are
incurred, in connection with the termination of the Company as servicer and the transfer of servicing of the Mortgage Loans to a
successor servicer. The provisions of this paragraph shall not limit whatever rights the Purchaser or any Depositor may have under
other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as
an action for damages, specific performance or injunctive relief.
23. Article X of the Agreement is hereby amended effective as of the date hereof by deleting Section 10.02 and replacing
it with the following:
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Section 10.02. Reserved.
24. Article XI of the Agreement is hereby amended effective as of the date hereof by restating Section 11.18 in its
entirety as follows:
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the related Closing
Date, on one or more dates (each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more Securitization Transactions.
However, in no event shall there be more than three (3) persons at any given time having the status of “Purchaser”
hereunder.
The Company agrees to execute in connection with any agreements among the Purchaser, the Company, and any servicer in
connection with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D
hereto, or, at Purchaser’s request, a seller's warranties and servicing agreement or a participation and servicing agreement or
similar agreement in form and substance reasonably acceptable to the parties, and in connection with a Securitization Transaction, a
pooling and servicing agreement in form and substance reasonably acceptable to the parties, (collectively the agreements referred to
herein are designated, the “Reconstitution Agreements”). It is understood that any such Reconstitution Agreements will not contain
any greater obligations on the part of Company than are contained in this Agreement. Notwithstanding anything to the contrary in
this Section 11.18, the Company agrees that it is required to perform the obligations described in Exhibit K hereto.
With respect to each Whole Loan Transfer and each Securitization Transaction entered into by the Purchaser, the Company
agrees (1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due
diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser; (3) to restate the
representations and warranties set forth in Section 3.01 as of the settlement or closing date in connection with such Reconstitution
(each, a "Reconstitution Date").
25. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new section
11.19:
Section 11.19. Information to be Provided by the Company
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In connection with any Securitization Transaction, the Company shall (i) using its best efforts, within five Business Days
following request by the Purchaser or any Depositor, but in no event later than seven Business Days following such request, provide
to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to provide), the
information and materials specified in paragraphs (a), (b), (c) and (f) of this Section, and (ii) as promptly as practicable
following notice to or discovery by the Company, provide to the Purchaser and any Depositor the information specified in paragraph
(d) of this Section.
(a) In connection with any Securitization Transaction, if so requested by the Purchaser or any Depositor and agreed to
by the Company, the Company shall provide such information regarding (i) the Company, as originator of the Mortgage Loans (including
as an acquirer of Mortgage Loans from a Qualified Correspondent), or (ii) each Third-Party Originator, and (iii) as applicable, each
Subservicer, as reasonably determined by the Purchaser and any Depositor to be required for the purpose of compliance with Items
1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum:
(A) the originator’s form of organization;
(B) a description of the originator’s origination program and how long the originator has been engaged in originating
residential mortgage loans, which description shall include a discussion of the originator’s experience in originating mortgage loans
of a similar type as the Mortgage Loans; information regarding the size and composition of the originator’s origination portfolio;
and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance
of the Mortgage Loans, including the originators’ credit-granting or underwriting criteria for mortgage loans of similar type(s) as
the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request and agreed to by the Company
and reasonably determined by the Purchaser and any Depositor to be required for the purpose of compliance with Item 1110(b)(2) of
Regulation AB;
(C) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the
Company, each Third-Party Originator and each Subservicer; and
(D) a description of any affiliation or relationship between the Company, each Third-Party Originator, each Subservicer
and any of the following parties to a Securitization Transaction, as such parties are identified to the Company by the Purchaser or
any Depositor in writing in advance of such Securitization Transaction:
(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;
(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material transaction party.
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(b) In connection with any Securitization Transaction, if so requested by the Purchaser or any Depositor, the Company
shall provide (or, as applicable, cause each Third-Party Originator to provide) Static Pool Information with respect to the mortgage
loans (of a similar type as the Mortgage Loans, as reasonably identified by the Purchaser as provided below) originated by (i) the
Company, if the Company is an originator of Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified
Correspondent), and/or (ii) each Third-Party Originator. Such Static Pool Information shall be prepared by the Company (or
Third-Party Originator) on the basis of its reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3) and (c)
of Regulation AB. To the extent that there is reasonably available to the Company (or Third-Party Originator) Static Pool
Information with respect to more than one mortgage loan type, the Purchaser or any Depositor shall be entitled to specify whether
some or all of such information shall be provided pursuant to this paragraph. The content of such Static Pool Information may be in
the form customarily provided by the Company, and need not be customized for the Purchaser or any Depositor. Such Static Pool
Information for each vintage origination year or prior securitized pool, as applicable, shall be presented in increments no less
frequently than quarterly over the life of the mortgage loans included in the vintage origination year or prior securitized pool.
The most recent periodic increment must be as of a date no later than 135 days prior to the date of the prospectus or other offering
document in which the Static Pool Information is to be included or incorporated by reference. The Static Pool Information shall be
provided in an electronic format that provides a permanent record of the information provided, such as a portable document format
(pdf) file, or other such electronic format reasonably required by the Purchaser or the Depositor, as applicable.
Promptly following notice or discovery of a material error in Static Pool Information provided pursuant to the immediately
preceding paragraph (including an omission to include therein information required to be provided pursuant to such paragraph), the
Company shall provide corrected Static Pool Information to the Purchaser or any Depositor, as applicable, in the same format in which
Static Pool Information was previously provided to such party by the Company.
In connection with any Securitization Transaction, if so requested by the Purchaser or any Depositor, the Company shall
provide (or, as applicable, cause each Third-Party Originator to provide), at the expense of the requesting party (to the extent of
any additional incremental expense associated with delivery pursuant to this Agreement), such agreed-upon procedures letters of
certified public accountants reasonably acceptable to the Purchaser or Depositor, as applicable, pertaining to Static Pool
Information relating to prior securitized pools for securitizations closed on or after January 1, 2006 or, in the case of Static Pool
Information with respect to the Company’s or Third-Party Originator’s originations or purchases, to calendar months commencing
January 1, 2006, as the Purchaser or such Depositor shall reasonably request. Such letters shall be addressed to and be for the
benefit of such parties as the Purchaser or such Depositor shall designate, which may include, by way of example, any Sponsor, any
Depositor and any broker dealer acting as underwriter, placement agent or initial purchaser with respect to a Securitization
Transaction. Any such statement or letter may take the form of a standard, generally applicable document accompanied by a reliance
letter authorizing reliance by the addressees designated by the Purchaser or such Depositor.
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(c) If so requested by the Purchaser or any Depositor, the Company shall provide such information regarding the Company,
as servicer of the Mortgage Loans, and each Subservicer (each of the Company and each Subservicer, for purposes of this paragraph, a
“Servicer”), as is reasonably requested for the purpose of compliance with Item 1108 of Regulation AB. Such information shall
include, at a minimum:
(A) the Servicer’s form of organization;
(B) a description of how long the Servicer has been servicing residential mortgage loans; a general discussion of the
Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Servicer’s experience in, and
procedures for, the servicing function it will perform under this Agreement and any Reconstitution Agreements; information regarding
the size, composition and growth of the Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans
and information on factors related to the Servicer that may be material, in the good faith judgment of the Purchaser or any
Depositor, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including,
without limitation:
(1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving
the Servicer have defaulted or experienced an early amortization or other performance triggering event
because of servicing during the three-year period immediately preceding the related Securitization
Transaction;
(2) the extent of outsourcing the Servicer utilizes;
(3) whether there has been previous disclosure of material noncompliance with the applicable servicing
criteria with respect to other securitizations of residential mortgage loans involving the Servicer as
a servicer during the three-year period immediately preceding the related Securitization Transaction;
(4) whether the Servicer has been terminated as servicer in a residential mortgage loan securitization,
either due to a servicing default or to application of a servicing performance test or trigger; and
(5) such other information as the Purchaser or any Depositor may reasonably request for the purpose of
compliance with Item 1108(b)(2) of Regulation AB;
(C) a description of any material changes during the three-year period immediately preceding the related Securitization
Transaction to the Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement and
any Reconstitution Agreements for mortgage loans of a type similar to the Mortgage Loans;
80
(D) information regarding the Servicer’s financial condition, to the extent that there is a material risk that an
adverse financial event or circumstance involving the Servicer could have a material adverse effect on the performance by the Company
of its servicing obligations under this Agreement or any Reconstitution Agreement;
(E) information regarding advances made by the Servicer on the Mortgage Loans and the Servicer’s overall servicing
portfolio of residential mortgage loans for the three-year period immediately preceding the related Securitization Transaction, which
may be limited to a statement by an authorized officer of the Servicer to the effect that the Servicer has made all advances required
to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information
regarding the percentage and type of advances not made as required, and the reasons for such failure to advance;
(F) a description of the Servicer’s processes and procedures designed to address any special or unique factors involved
in servicing loans of a similar type as the Mortgage Loans;
(G) a description of the Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as
through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts; and
(H) information as to how the Servicer defines or determines delinquencies and charge-offs, including the effect of any
grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss
experience.
(d) In connection with any Securitization Transaction, the Company shall (or shall cause each Subservicer and
Third-Party Originator to) (i) immediately notify the Purchaser, any Master Servicer and any Depositor in writing of (A) any material
litigation or governmental proceedings pending against the Company, any Subservicer or any Third-Party Originator, (B) any
affiliations or relationships that develop following the closing date of a Securitization Transaction between the Company, any
Subservicer or any Third-Party Originator and any of the parties to the Securitization Transaction (and any other parties identified
in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this
Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Company,
and (E) the Company’s entry into an agreement with a Subservicer (which Subservicer is determined by the Company to be “participating
in the servicing function” within the meaning of item 1122 of Regulation AB) to perform or assist in the performance of any of the
Company’s obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor a
description of such proceedings, affiliations or relationships.
Each such notice/update should be sent to EMC by e-mail to regABnotifications@bear.com. Additionally, all notifications
pursuant to this Section 11.19(d)(i)(A), should be sent to:
81
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
With copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
Notifications pursuant to Section 11.19(d), other than those pursuant to Section 11.19(d)(i)(A), should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
With a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
(e) As a condition to the succession to the Company or any Subservicer as servicer or subservicer under this Agreement
or any Reconstitution Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated, or (ii)
which may be appointed as a successor to the Company or any Subservicer, the Company shall provide to the Purchaser, any Master
Servicer, and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written
82
notice to the Purchaser and any Depositor of such succession or appointment and (y) all information reasonably requested by the
Purchaser or any Depositor and agreed to by the Company in order to comply with its reporting obligation under Item 6.02 of Form 8-K
with respect to any class of asset-backed securities.
(f) In addition to such information as the Company, as servicer, is obligated to provide pursuant to other provisions of
this Agreement, not later than five Business Days prior to the deadline for the filing of any distribution report on Form 10-D in
respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Company or any Subservicer, the
Company or such Subservicer, as applicable, shall, to the extent the Company or such Subservicer has knowledge, provide to the party
responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following
events along with all information, data, and materials related thereto as may be required to be included in the related distribution
report on Form 10-D (as specified in the provisions of Regulation AB referenced below):
(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the
distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of
Regulation AB); and
(C) information regarding new asset-backed securities issuances backed by the same pool assets serviced under this
Agreement, any changes to the pool assets serviced under this Agreement (such as, additions, substitutions or repurchases), and any
material changes in origination, underwriting or other criteria for acquisition or selection of pool assets serviced under this
Agreement (Item 1121(a)(14) of Regulation AB).
(g) The Company shall provide to the Purchaser, any Master Servicer and any Depositor, evidence of the authorization of
the person signing any certification or statement or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance
policy, financial information and reports, and such other information related to the Company or any Subservicer or the Company or
such Subservicer’s performance hereunder and which information is available to the Company and necessary for compliance with
Regulation AB.
26. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new section
11.20:
Section 11.20. Indemnification; Remedies
(a) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties
participating in a Securitization Transaction: each sponsor and issuing entity; each Person (including, but not limited to, any
Master Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the
Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule
15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement
83
agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents
of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may
sustain arising solely and directly out of or based upon:
(i)(A) any untrue statement of a material fact contained or alleged to be contained in any information, report,
certification, accountants’ letter or other material provided in written or electronic form under Sections 3.01(q), 3.01(r), 5.02,
6.04, 6.07, 11.18, 11.19, 11.20 and 11.21 by or on behalf of the Company, or provided under Sections 3.01(q), 3.01(r), 5.02, 6.04,
6.07, 11.18, 11.19, 11.20 and 11.21 by or on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the
“Company Information”), or (B) the omission or alleged omission to state in the Company Information a material fact required to be
stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by
reference to the Company Information and not to any other information communicated in connection with a sale or purchase of
securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from
such other information;
(ii) any breach by the Company of its obligations under Sections 3.01(q), 3.01(r), 5.02, 6.04, 6.07, 11.18, 11.19, 11.20
and 11.21, including particularly, any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to
deliver any information, report, certification, accountants’ letter or other material when and as required under Sections 3.01(q),
3.01(r), 5.02, 6.04, 6.07, 11.18, 11.19, 11.20 and 11.21, including any failure by the Company to identify pursuant to Section 11.20
any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or
(iii) any breach by the Company of a representation or warranty set forth in Section 3.01(q) or in a writing furnished
pursuant to Section 3.01(r) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent
that such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing
furnished pursuant to Section 3.01(r) to the extent made as of a date subsequent to such closing date; or
(iv) the gross negligence, bad faith or willful misconduct of the Company in connection with its performance under
Sections 3.01(q), 3.01(r), 5.02, 6.04, 6.07, 11.18, 11.19, 11.20 and 11.21 of this Agreement.
If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the
Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party in such proportion as is appropriate
to reflect the relative fault of such Indemnified Party on the one hand and the Company on the other.
84
In the case of any breach or failure of performance described in clause (a)(ii) or clause (a)(iv) of this Section, the
Company shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the preparation,
execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for
execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization
Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification,
accountants’ letter or other material not delivered as required by the Company, any Subservicer, any Subcontractor or any Third-Party
Originator.
(b) (i) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any
information, report, certification, accountants’ letter or other material when and as required under Sections 3.01(q), 3.01(r), 5.02,
11.18, 11.19, 11.20 and 11.21, or any breach by the Company of a representation or warranty set forth in Section 3.01(q) or in a
writing furnished pursuant to Section 3.01(r) and made as of a date prior to the closing date of the related Securitization
Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or
warranty in a writing furnished pursuant to Section 3.01(r) to the extent made as of a date subsequent to such closing date, which
failure or breach continues unremedied for a period of ten (10) calendar days after the date on which written notice of such failure,
requiring the same to have been remedied, shall have been given to the Company by the Purchaser or Depositor, shall constitute an
Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the
Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer
under this Agreement and/or any applicable Reconstitution Agreement pursuant to this Agreement or any applicable Reconstitution
Agreement provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly
provides for the survival of certain rights or obligations following termination of the Company as servicer, such provision shall be
given effect.
(ii) Any failure by the Company, any Subservicer or any Subcontractor to deliver any information, report, certification
or accountants’ letter when and as required under Section 6.04 or 6.07, including (except as provided below) any failure by the
Company to identify pursuant to Section 11.20(b) any Subcontractor “participating in the servicing function” within the meaning of
Item 1122 of Regulation AB, which failure continues unremedied for a period of ten (10) calendar days after the date on which written
notice of such failure, requiring the same to have been remedied, shall have been given to the Company by the Purchaser or Depositor,
shall, automatically, without any further notice or action, and notwithstanding any provision of the Agreement to the contrary,
constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and
shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the
Company as servicer under this Agreement and/or any applicable Reconstitution Agreement pursuant to the terms of this Agreement or
any applicable Reconstitution Agreement provided that to the extent that any provision of this Agreement and/or any applicable
Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Company as
servicer, such provision shall be given effect.
85
This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.
Neither the Purchaser nor any Depositor shall be entitled to terminate the rights and obligations of the Company pursuant to
this subparagraph (b)(ii) if a failure of the Company to identify a Subcontractor “participating in the servicing function” within
the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to
mortgage loans other than the Mortgage Loans.
Notwithstanding the provisions set forth in this Agreement, the Company shall not be obligated to provide any
indemnification or reimbursement hereunder to any of the parties described in Section 11.20(a) or any other party for any losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses
that any of them may sustain which are indirect, consequential, punitive or special in nature.
27. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
11.21:
Section 11.21 Use of Subservicers and Subcontractors.
Notwithstanding anything in this Agreement to the contrary, the Company shall not hire or otherwise utilize the services of
any Subservicer to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement
unless the Company complies with the provisions of paragraph (a) of this Section. The Company shall not hire or otherwise utilize
the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any
Subcontractor, to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement
unless the Company complies with the provisions of paragraph (b) of this Section.
(a) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization
of any Subservicer. The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the
Purchaser and any Depositor to comply with the provisions of this Section and with Sections 3.01(q), 11.19(c), (d) and (e), 6.04,
6.07 and 11.20 of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required
with respect to such Subservicer under Section 11.19(d) of this Agreement. The Company shall be responsible for obtaining from each
Subservicer and delivering to the Purchaser, any Master Servicer and any Depositor any servicer compliance statement required to be
delivered by such Subservicer under Section 6.04, any assessment of compliance and attestation required to be delivered by such
Subservicer under Section 6.07 and any back-up certification required to be delivered to the Person that will be responsible for
signing the Sarbanes Certification under Section 6.07 as and when required to be delivered.
86
(b) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization
of any Subcontractor. The Company shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or
any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance mutually
acceptable to the Purchaser, any Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the
Company or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are
“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing
Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (i) of this
paragraph.
As a condition to the utilization of any Subcontractor determined by the Company to be “participating in the servicing
function” within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by
any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 6.07 and 11.20 of this
Agreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance, attestation or Sarbanes Certification
required to be delivered by such Subcontractor under Section 6.07, in each case as and when required to be delivered.
28. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
11.22:
Section 11.22. Third Party Beneficiary.
For purposes of this Agreement, each Master Servicer shall be considered a third party beneficiary to this Agreement,
entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.
29. The Agreement is hereby amended as of the date hereof by adding the following new Exhibit H:
EXHIBIT H
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
87
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME The borrower name as received in the file. Maximum length of 30 (Last, 30
It is not separated by first and last name. First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs 11
interest payment that a borrower is expected ($)
to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT The new loan payment amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6
a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the beginning of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the end of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY 10
the borrower's next payment is due to the
Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10
first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10
third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
Action Code Key:
15=Bankruptcy,
ACTION_CODE The standard FNMA numeric code used to 30=Foreclosure, , 60=PIF, 2
indicate the default/delinquent status of a 63=Substitution,
particular loan. 65=Repurchase,70=REO
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or dollar signs 11
if applicable. ($)
88
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount 2 No commas(,) or dollar signs 11
due at the beginning of the cycle date to be ($)
passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs 11
investors at the end of a processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs 11
the Servicer for the current cycle -- only ($)
applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable
for Scheduled/Scheduled Loans. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs 11
Servicer for the current reporting cycle -- ($)
only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The actual gross interest amount less the
service fee amount for the current reporting No commas(,) or dollar signs
ACTL_NET_INT cycle as reported by the Servicer -- only 2 ($) 11
applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs 11
prepays on his loan as reported by the ($)
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
30. The Agreement is hereby amended as of the date hereof by adding the following new Exhibit I:
EXHIBIT I
REPORTING DATA FOR DEFAULTED LOANS
Standard File Layout - Delinquency Reporting
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Column/Header Name Description Decimal Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR A unique identifier assigned to each loan by the
originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans in
their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ADDRESS Street Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE The state where the property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due MM/DD/YYYY
to the servicer at the end of processing cycle, as
reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
89
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,)
sale. or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE A code that indicates the condition of the
property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
90
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Exhibit 2: Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
• ASUM- Approved Assumption
• BAP- Borrower Assistance Program
• CO- Charge Off
• DIL- Deed-in-Lieu
• FFA- Formal Forbearance Agreement
• MOD- Loan Modification
• PRE- Pre-Sale
• SS- Short Sale
• MISC- Anything else approved by the PMI or Pool Insurer
91
NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry
standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property code as follows:
• Mortgagor
• Tenant
• Unknown
• Vacant
The Property Condition field should show the last reported condition of the property as follows:
• Damaged
• Excellent
• Fair
• Gone
• Good
• Poor
• Special Hazard
• Unknown
92
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
------------------------ ---------------------------------------------------------
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor’s family member
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor’s family member
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
023 FNMA-Servicing problems
------------------------ ---------------------------------------------------------
026 FNMA-Payment adjustment
------------------------ ---------------------------------------------------------
027 FNMA-Payment dispute
------------------------ ---------------------------------------------------------
029 FNMA-Transfer of ownership pending
------------------------ ---------------------------------------------------------
030 FNMA-Fraud
------------------------ ---------------------------------------------------------
031 FNMA-Unable to contact borrower
------------------------ ---------------------------------------------------------
INC FNMA-Incarceration
------------------------ ---------------------------------------------------------
93
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
------------------------ -------------------------------------------------------
Status Code Status Description
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
62 Veteran’s Affairs-No Bid
------------------------ -------------------------------------------------------
63 Veteran’s Affairs-Refund
------------------------ -------------------------------------------------------
64 Veteran’s Affairs-Buydown
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ -------------------------------------------------------
31. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit K:
EXHIBIT K
COMPANY’S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
• The Company shall (i) possess the ability to service to a securitization documents; (ii) service on a
“Scheduled/Scheduled” reporting basis (advancing through the liquidation of an REO Property), (iii) make compensating interest
payments on payoffs and curtailments and (iv) remit and report to a Master Servicer in format acceptable to such Master Servicer by
the 10th calendar day of each month.
• The Company shall provide an acceptable annual certification (officer’s certificate) to the Master Servicer (as
required by the Sarbanes-Oxley Act of 2002) as well as any other annual certifications required under the securitization documents
(i.e. the annual statement as to compliance/annual independent certified public accountants’ servicing report due by March 1 of each
year).
94
• The Company shall allow for the Purchaser, the Master Servicer or their designee to perform a review of audited
financials and net worth of the Company.
• The Company shall provide information on each Custodial Account as requested by the Master Servicer or the
Purchaser, and each Custodial Accounts shall comply with the requirements for such accounts as set forth in the securitization
documents.
• The Company shall maintain its servicing system in accordance with the requirements of the Master Servicer.
32. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit L:
EXHIBIT L
FORM OF ANNUAL CERTIFICATION
I. The [ ] agreement dated as of [ ], 200[ ] (the “Agreement”), among [IDENTIFY PARTIES]
I, ________________________________, the _______________________ of [NAME OF COMPANY], certify to [the Purchaser], [the
Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge and
intent that they will rely upon this certification, that:
(1) The Company has reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of
Regulation AB (the “Compliance Statement”), the report on assessment of the Company’s compliance with the servicing criteria
set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18
under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports, officer’s
certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were
delivered by the Company to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement
(collectively, the “Company Servicing Information”);
(2) Based on the Company’s knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the
95
circumstances under which such statements were made, not misleading with respect to the period of time covered by the
Company Servicing Information;
(3) Based on the Company’s knowledge, all of the Company Servicing Information required to be provided by the Company
under the Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];
(4) Based on the Company’s knowledge and the compliance review conducted in preparing the Compliance Statement and
except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has
fulfilled its obligations under the Agreement in all material respects; and
(5) The Compliance Statement required to be delivered by the Company pursuant to the Agreement, and the Servicing
Assessment and Attestation Report required to be provided by the Company and by any Subservicer or Subcontractor pursuant to
the Agreement, have been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described
in such reports have been disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the
Servicing Criteria has been disclosed in such reports.
Date: _________________________
By:
Name: ________________________________
Title: ________________________________
33. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit O:
EXHIBIT O
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall address, at a minimum, the criteria
identified as below as “Applicable Servicing Criteria”:
96
-------------------------------------------------------------------------------------------- -----------------------
SERVICING CRITERIA APPLICABLE SERVICING
CRITERIA
-------------------------------------------------------------------------------------------- -----------------------
Reference Criteria
----------------------- -------------------------------------------------------------------- -----------------------
General Servicing Considerations
----------------------- -----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance x
or other triggers and events of default in accordance with the
transaction agreements.
----------------------- -----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third x
parties, policies and procedures are instituted to monitor the
third party’s performance and compliance with such servicing
activities.
----------------------- -----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a x
back-up servicer for the mortgage loans are maintained.
----------------------- -----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on x
the party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
----------------------- -----------------------
Cash Collection and Administration
----------------------- -----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate x
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to x
an investor are made only by authorized personnel.
----------------------- -----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows x
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
----------------------- -----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with x
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
----------------------- -----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured x
depository institution as set forth in the transaction agreements.
For purposes of this criterion, “federally insured depository
institution” with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of
Rule 13k-1(b)(1) of the Securities Exchange Act.
----------------------- -----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized x
access.
----------------------- -----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all x
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling
items. These reconciling items are resolved within 90 calendar
days of their original identification, or such other number of
days specified in the transaction agreements.
----------------------- -----------------------
Investor Remittances and Reporting
----------------------- -----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the x
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors’ or the trustee’s records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
----------------------- -----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance x
with timeframes, distribution priority and other terms set forth
in the transaction agreements.
----------------------- -----------------------
Disbursements made to an investor are posted within two business
days to the Servicer’s investor records, or such other number of x
1122(d)(3)(iii) days specified in the transaction agreements.
----------------------- -----------------------
97
-------------------------------------------------------------------------------------------- -----------------------
SERVICING CRITERIA APPLICABLE SERVICING
CRITERIA
-------------------------------------------------------------------------------------------- -----------------------
Reference Criteria
----------------------- -------------------------------------------------------------------- -----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank x
1122(d)(3)(iv) statements.
----------------------- -----------------------
Pool Asset Administration
----------------------- -----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as x
required by the transaction agreements or related mortgage loan
documents.
----------------------- -----------------------
Mortgage loan and related documents are safeguarded as required by x
1122(d)(4)(ii) the transaction agreements
----------------------- -----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are x
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in x
accordance with the related mortgage loan documents are posted to
the Servicer’s obligor records maintained no more than two
business days after receipt, or such other number of days
specified in the transaction agreements, and allocated to
principal, interest or other items (e.g., escrow) in accordance
with the related mortgage loan documents.
----------------------- -----------------------
1122(d)(4)(v) The Servicer’s records regarding the mortgage loans agree with the x
Servicer’s records with respect to an obligor’s unpaid principal
balance.
----------------------- -----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's x
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
----------------------- -----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, x
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
----------------------- -----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the x
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity’s activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
----------------------- -----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage x
loans with variable rates are computed based on the related
mortgage loan documents.
----------------------- -----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow x
accounts): (A) such funds are analyzed, in accordance with the
obligor’s mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such
other number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance x
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be x
made on behalf of an obligor are paid from the servicer’s funds
and not charged to the obligor, unless the late payment was due to
the obligor’s error or omission.
----------------------- -----------------------
98
-------------------------------------------------------------------------------------------- -----------------------
SERVICING CRITERIA APPLICABLE SERVICING
CRITERIA
-------------------------------------------------------------------------------------------- -----------------------
Reference Criteria
----------------------- -------------------------------------------------------------------- -----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor’s records maintained by the servicer,
or such other number of days specified in the transaction x
1122(d)(4)(xiii) agreements.
----------------------- -----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are x
recognized and recorded in accordance with the transaction
agreements.
----------------------- -----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is
1122(d)(4)(xv) maintained as set forth in the transaction agreements.
----------------------- -------------------------------------------------------------------- -----------------------
[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date: _________________________
By:
Name: ________________________________
Title: ________________________________
34. The Agreement is hereby amended as of the date hereof by adding the following new Exhibit J:
99
EXHIBIT J
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages
are due on the remittance report date. Late submissions may result in claims not being passed until the following month.
The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to
recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB’s approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental
proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in
parenthesis ( ).
Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------------------- -------------------------------------- --------------------------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------------------- -------------------------------------- --------------------------------------------
WELLS FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If “Yes”, provide deficiency or cramdown amount _______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ _______________ (1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________(6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_________________________ ________________(12)
_______________________________________ ________________(12)
Total Expenses $ ________________(13)
Credits:
(14) Escrow Balance $ ________________(14)
(15) HIP Refund ________________(15)
(16) Rental Receipts ________________(16)
(17) Hazard Loss Proceeds ________________(17)
(18) Primary Mortgage Insurance / Gov’t Insurance ________________(18a) HUD Part A
________________(18b) HUD Part B
(19) Pool Insurance Proceeds ________________(19)
(20) Proceeds from Sale of Acquired Property ________________(20)
(21) Other (itemize) ________________(21)
_________________________________________ ________________(21)
Total Credits $ ________________(22)
Total Realized Loss (or Amount of Gain) $ ________________(23)
Escrow Disbursement Detail
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
Type Date Paid Period of Total Paid Base Amount Penalties Interest
(Tax /Ins.) Coverage
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
35. Except as amended above, the Agreement shall continue to be in full force and effect in accordance with its terms.
36. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and of
said counterparts taken together shall be deemed to constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the following parties have caused their names to be signed hereto by their respective officers thereunto
duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION,
as Purchaser
By:_______________________________________
Name:
Title:
CHASE HOME FINANCE LLC,
as Company
By:_______________________________________
Name:
Title:
This is a Purchase, Warranties and Servicing Agreement, dated as of March 1, 2001 and is executed between EMC Mortgage
Corporation as Purchaser (the "Purchaser"), and Chevy Chase Bank, F.S.B., as the Company (the “Company”).
W I T N E S S E T H :
WHEREAS, the Purchaser has heretofore agreed to purchase from the Company and the Company has heretofore agreed to sell to
the Purchaser certain Mortgage Loans on a servicing retained basis, pursuant to the terms of a letter agreement dated as of March 14,2001, by and between the Company and the Purchaser (the "Purchase Price and Terms Letter").
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security instrument creating a first
lien on a residential dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule, which is annexed hereto as
Exhibit F; and
WHEREAS, the Purchaser and the Company wish to prescribe the representations and warranties of the Company with respect to
itself and the Mortgage Loans and the management, servicing and control of the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser and the Company agree as follows:
ARTICLE I
DEFINITIONSSection 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the
following meaning specified in this Article:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices (including collection
procedures) of prudent mortgage banking institutions which service mortgage loans of the same type as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located, and which are in accordance with FNMA or Freddie Mac servicing
practices and procedures, for MBS pool mortgages, as defined in the FNMA or Freddie Mac Guides including future updates.
Adjustment Date: As to each Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in accordance with the
terms of the related Mortgage Note.
Agency Guide: The FNMA Guides or the Freddie Mac Guides.
Agreement: This Purchase, Warranties and Servicing Agreement including all exhibits hereto, amendments hereof and
supplements hereto.
Appraised Value: The value set forth in an appraisal made in connection with the origination of the related Mortgage Loan
as of the Origination Date as the value of the Mortgaged Property.
Assignment: An assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form, sufficient
under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale or transfer of the
Mortgage Loan.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the State of New York or Maryland,
or (iii) a day on which banks in the State of New York are authorized or obligated by law or executive order to be closed.
Closing Date: The date this agreement becomes effective which shall be March 30, 2001 or such other date as shall be
mutually agreed upon by the parties hereto.
Company: Chevy Chase Bank, F.S.B., its successor in interest and assigns, as permitted by this Agreement.
Company's Officer's Certificate: A certificate signed by the Chairman of the Board, President, any Assistant Vice President,
Vice President or Treasurer of Company stating the date by which Company expects to receive any missing documents sent for recording
from the applicable recording office.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary,
partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a
Mortgagor in accordance with the terms of the related Mortgage Loan Documents.
Conversion Feature: A provision whereby the Mortgagor may elect to convert to a fixed Mortgage Interest Rate pursuant
to the terms set forth in the Mortgage Note.
Custodial Account: Each separate demand account or accounts created and maintained pursuant to Section 4.04 which shall be
entitled "Chevy Chase Bank, F.S.B., in trust for the Purchaser, Owner of Whole Loan Series 2001-1" and shall be established in an
Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.
Cut-off Date:March 1, 2001Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately preceding such
15th day) of the month of the related Remittance Date.
Due Date: The day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.
Due Period: With respect to any Remittance Date, the period commencing on the second day of the month preceding the month
of such Remittance Date and ending on the first day of the month of the Remittance Date.
Eligible Account: An account established and maintained: (a) within FDIC insured accounts (or other accounts with comparable
insurance coverage acceptable to the Rating Agencies) created, maintained and monitored by the Company so that all funds deposited
therein are fully insured, (b) with the corporate trust department of a financial institution assigned a long-term debt rating of not
less than Baa3, and a short term debt rating of P3, from Moody's Investors Services and, if ownership of the Mortgage Loans is
evidenced by mortgaged backed securities, the equivalent required ratings of the Rating Agencies, and held such that the rights of
the Purchaser and the owner of the Mortgage Loans shall be fully protected against the claims of any creditors of the Company and of
any creditors or depositors of the institution in which such account is maintained or (c) in a separate non-trust account without
FDIC or other insurance in an Eligible Institution. In the event that a Custodial Account is established pursuant to clause (b) or
(c) of the preceding sentence, the Company shall provide the Purchaser with written notice on the Business Day following the date on
which the applicable institution fails to meet the applicable ratings requirements.
Eligible Institution: Chevy Chase Bank, F.S.B., or an institution having (i) the highest short-term debt rating, and one of
the two highest long-term debt ratings of the Rating Agencies; or (ii) with respect to any Custodial Account, an unsecured long-term
debt rating of at least one of the two highest unsecured long-term debt ratings of the Rating Agencies.
Equity Take-Out Refinanced Mortgage Loan: A Refinanced Mortgage Loan the proceeds of which were in excess of the
outstanding principal balance of the existing mortgage loan.
Escrow Account: Each separate trust account or accounts created and maintained pursuant to Section 4.06 which shall be
entitled "Chevy Chase Bank, F.S.B., in trust for the Purchaser, Owner of Whole Loan Series 2001-1, and various Mortgagors" and shall
be established in an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates,
sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.
First Remittance Date: April 18, 2001, or if such day is not a Business Day, the first Business Day immediately preceding
such date.
FNMA: The Federal National Mortgage Association, or any successor thereto.
FNMA Guides: The FNMA Seller's Guide and the FNMA Servicer's Guide and all amendments or additions thereto.
Freddie Mac Guides: The Freddie Mac Seller’s Guide and the Freddie Mac Servicer’s Guide and all amendments or
additions thereto.
GAAP: Generally accepted accounting principles, consistently applied.
HUD: The United States Department of Housing and Urban Development or any successor.
Index: On each Adjustment Date, the applicable index shall be a rate per annum equal to the weekly average yield on U.S.
Treasury securities adjusted to a constant maturity of one year as made available by the Federal Reserve Board, or, if not so
published, as reported by any Federal Reserve Bank or by any U.S. Government department or agency, for the week for which such
figures were most recently published or reported as of the date 45 days prior to the Adjustment Date.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the
related Mortgaged Property.
Lender Paid Mortgage Insurance Rate: The Lender Paid Mortgage Insurance Rate shall be a rate per annum equal to the
percentage shown on the Mortgage Loan Schedule.
Lifetime Rate Cap: As to each Mortgage Loan, the maximum Mortgage Interest Rate over the term of such Mortgage Loan which
is 600 basis points (6%) above the initial Mortgage Interest Rate.
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the
sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original outstanding principal amount of
the Mortgage Loan, to (i) the Appraised Value of the Mortgaged Property as of the Origination Date with respect to a Refinanced
Mortgage Loan, and (ii) the lesser of the Appraised Value of the Mortgaged Property as of the Origination Date or the purchase price
of the Mortgaged Property with respect to all other Mortgage Loans.
Margin: With respect to each Mortgage Loan, the fixed percentage amount set forth in each related Mortgage Note which is
added to the Index in order to determine the related Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.
Monthly Advance: The aggregate of the advances made by the Company on any Remittance Date pursuant to Section 5.03.
Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan which is payable by a Mortgagor
under the related Mortgage Note.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on an
unsubordinated estate in fee simple in real property securing the Mortgage Note.
Mortgage File: The mortgage documents pertaining to a particular Mortgage Loan which are specified in Exhibit A hereto and
any additional documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy as required by Section 4.11.
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan, which may be adjusted from time to
time, in accordance with the provisions of the related Mortgage Note.
Mortgage Loan: An individual Mortgage Loan which is the subject of this Agreement, each Mortgage Loan originally sold and
subject to this Agreement being identified on the Mortgage Loan Schedule, which Mortgage Loan includes without limitation the
Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO
Disposition Proceeds, and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan,
excluding replaced or repurchased mortgage loans.
Mortgage Loan Documents: The documents listed in Exhibit A.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the Purchaser,
which shall be equal to the Mortgage Interest Rate minus the Servicing Fee Rate minus the Lender Paid Mortgage Insurance Premium.
Mortgage Loan Schedule: The schedule of Mortgage Loans annexed hereto as Exhibit F, such schedule setting forth the
following information with respect to each Mortgage Loan in the related Mortgage Loan Package:
(1) the Company's Mortgage Loan identifying number;
(2) the Mortgagor's name;
(3) the street address of the Mortgaged Property including the city, state and zip code;
(4) a code indicating whether the Mortgaged Property is owner-occupied;
(5) the type of residential property constituting the Mortgaged Property;
(6) the original months to maturity or the remaining months to maturity from the Cut-off Date, in any case based on the
original amortization schedule and, if different, the maturity expressed in the same manner but based on the actual amortization
schedule;
(7) the Sales Price, if applicable, appraised value and Loan-to-Value Ratio, at origination;
(8) the Mortgage Interest Rate as of origination and as of the Cut-off Date; the Adjustment Date, the Index, the Margin,
the Periodic Rate Cap and the Lifetime Rate Cap;
(9) the stated maturity date;
(10) the amount of the Monthly Payment as of the Cut-off Date;
(11) the original principal amount of the Mortgage Loan;
(12) the principal balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction of
payments of principal due on or before the Cut-off Date whether or not collected;
(13) a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term refinance, equity take-out
refinance);
(14) a code indicating the documentation style (i.e. full, alternative or reduced);
(15) the number of times during the twelve (12) month period preceding the Closing Date that any Monthly Payment has been
received thirty (30) or more days after its Due Date;
(16) the date on which the first payment is or was due;
(17) a code indicating whether or not the Mortgage Loan is the subject of Primary Mortgage Insurance; and
(18) a code indicating whether or not the Mortgage Loan is currently convertible and the conversion spread;
(19) actual next due date as of the Cutoff Date;
(20) product type; and
(21) Lender Paid Mortgage Insurance Rate.
With respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule shall set forth the following information,
as of the Cut-off Date:
(1) the number of Mortgage Loans;
(2) the current aggregate outstanding principal balance of the Mortgage Loans;
(3) the weighted average Mortgage Interest Rate of the Mortgage Loans;
(4) the weighted average maturity of the Mortgage Loans; and
(5) the weighted average months to next Adjustment Date.
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.
Mortgaged Property: The underlying real property securing repayment of a Mortgage Note, consisting of a single parcel of
real estate considered to be real estate under the laws of the State in which such real property is located, which may include
condominium units and planned unit developments, improved by a residential dwelling; except that with respect to real property
located in jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, a leasehold
estate of the Mortgage, the term of which is equal to or longer than the term of the Mortgage.
Mortgagor: The obligor on a Mortgage Note.
OCC: Office of the Comptroller of the Currency, its successors and assigns.
Officers' Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a
Senior Vice President, Assistant Vice President or a Vice President and by the Treasurer or the Secretary or one of the Assistant
Treasurers or Assistant Secretaries of the Company, and delivered to the Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an employee of the party on behalf of whom the opinion is
being given, reasonably acceptable to the Purchaser.
Origination Date: The date on which a Mortgage Loan closed and funded, which date shall not, in connection with a
Refinanced Mortgage Loan, be the date of the closing and funding of the debt being refinanced, but rather the closing and funding of
the debt currently outstanding under the terms of the Mortgage Loan Documents.
OTS: Office of Thrift Supervision, its successors and assigns.
Periodic Rate Cap: As to each Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate on any
Adjustment Date, starting with the second Adjustment Date, which is 200 basis points (2%) above or below, respectively, the Mortgage
Interest Rate in effect during the immediately preceding 12 month period. As to the first Adjustment Date, the maximum increase or
decrease in the Mortgage Interest Rate is 300 basis points (3%) above or below, respectively, the Mortgage Interest Rate in effect
during the immediately preceding fixed-rate period
Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability
corporation, trust, unincorporated organization or government or any agency or political subdivision thereof.
Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance represented to be in effect pursuant to
Section 3.02(hh), or any replacement policy therefor obtained by the Company pursuant to Section 4.08.
Prime Rate: The prime rate announced to be in effect from time to time as published as the average rate in the Wall Street
Journal (Northeast Edition).
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial which is received in
advance of its scheduled Due Date, including any prepayment penalty or premium thereon and which is not accompanied by an amount of
interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
Purchase Price: As defined in Section 2.02.
Purchase Price and Terms Letter: As defined in the Recitals to this Agreement.
Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.
Qualified Appraiser: An appraiser, duly appointed by the Company, who had no interest, direct or indirect in the Mortgaged
Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the
Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA and
the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.
Qualified Insurer: An insurance company duly qualified as such under the laws of the states in which the Mortgaged
Properties are located, duly authorized and licensed in such states to transact the applicable insurance business and to write the
insurance provided, approved as an insurer by FNMA or FHLMC.
Rating Agencies: Standard & Poor's Ratings Services, Moody's Investor Service or, in the event that some or all of ownership
of the Mortgage Loans is evidenced by mortgage-backed securities, the nationally recognized rating agencies issuing ratings with
respect to such securities, if any.
Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property prior to the
origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.
REMIC: A "real estate mortgage investment conduit," as such term is defined in the Internal Revenue Code, as amended.
Remittance Date: The 18th day of any month, beginning with the First Remittance Date, or if such 18th day is not a Business
Day, the first Business Day immediately preceding such 18th day.
REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: Amounts received by the Company in connection with a related REO Disposition.
REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchaser as described in Section 4.13.
Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the outstanding principal balance of the Mortgage
Loan, plus (ii) interest on such outstanding principal balance at the Mortgage Loan Remittance Rate from the last date through which
interest has been paid and distributed to the Purchaser to the date of repurchase, plus, (iii) third party expenses incurred in
connection with the transfer of the Mortgage Loan being repurchased; less amounts received or advanced in respect of such repurchased
Mortgage Loan which are being held in the Custodial Account for distribution in the month of repurchase.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable
attorneys' fees and disbursements) incurred in the performance by the Company of its servicing obligations, including, but not
limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement,
administrative or judicial proceedings, or any legal work or advice specifically related to servicing the Mortgage Loans, including
but not limited to, foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures by subordinate or superior
lienholders, and other legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable
and that the Company specifies the Mortgage Loan(s) to which such expenses relate, and provided further that any such enforcement,
administrative or judicial proceeding does not arise out of a breach of any representation, warranty or covenant of the Company
hereunder), (c) the management and liquidation of the Mortgaged Property if the Mortgaged Property is acquired in full or partial
satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer rates and other charges which are or may become a lien upon
the Mortgaged Property, and Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage, (e) any expenses
reasonably sustained by the Company, as Company, with respect to the liquidation of the Mortgaged Property in accordance with the
terms of this Agreement and (f) compliance with the obligations under Section 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser shall pay to the Company,
which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the
outstanding principal balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same principal
amount and period respecting which any related interest payment on a Mortgage Loan is computed. The obligation of the Purchaser to
pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion (including recoveries with
respect to interest from Liquidation Proceeds, to the extent permitted by Section 4.05) of such Monthly Payment collected by the
Company, or as otherwise provided under Section 4.05.
Servicing Fee Rate: The Servicing Fee Rate shall be a rate per annum equal to 25.0 basis points prior to the related
initial Adjustment Date and 37.5 basis points on and after the related initial Adjustment Date.
Servicing File: With respect to each Mortgage Loan, the file retained by the Company consisting of originals or microfilmed
copies of all documents in the Mortgage File which are not delivered to the Purchaser and copies of the Mortgage Loan Documents
listed in Exhibit A, the originals of which are delivered to the Purchaser or its designee pursuant to Section 2.04.
Servicing Officer: Any officer of the Company involved in, or responsible for, the administration and servicing of the
Mortgage Loans whose name appears on a list of servicing officers furnished by the Company to the Purchaser upon request, as such
list may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of such
Mortgage Loan at the Cut-off Date after giving effect to payments of principal due on or before such date, whether or not received,
minus (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan representing payments or recoveries
of principal or advances in lieu thereof.
Subservicer: Any subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing Agreement. Any
subservicer shall meet the qualifications set forth in Section 4.01.
Subservicing Agreement: An agreement between the Company and a Subservicer for the servicing of the Mortgage Loans.
ARTICLE II
SERVICING OF MORTGAGE LOANS;
RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01 Agreement to Purchase.The Company agrees to sell and the Purchaser agrees to purchase the Mortgage Loans having an aggregate principal balance on the
Cut-off Date in an amount as set forth in the Purchase Price and Terms Letter, or in such other amount as agreed by the Purchaser and
the Company as evidenced by the actual aggregate principal balance of the Mortgage Loans accepted by the Purchaser on the Closing
Date, with servicing retained by Company. The Company shall deliver the Mortgage Loan Schedule for the Mortgage Loans to be
purchased on the Closing Date to the Purchaser at least one (1) Business Day prior to the Closing Date.
Section 2.02 Purchase Price.
The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the Purchase Price and Terms Letter
(subject to adjustment as provided therein), multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage
Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off
Date whether or not collected. The initial principal amount of the Mortgage Loans shall be the aggregate principal balance of the
Mortgage Loans, so computed as of the Cut-off Date.
In addition to the Purchase Price as described above, the Purchaser shall pay to the Company, at closing, accrued interest
on the current principal amount of each Mortgage Loan as of the Cut-off Date at the Mortgage Loan Remittance Rate of each Mortgage
Loan from the Cut-off Date through the day prior to the Closing Date, inclusive.
The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the Closing Date by wire
transfer of immediately available funds.
Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of
principal collected on or after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the
Cut-off Date and collected by the Company or any successor Company after the Cut-off Date shall belong to the Company), and (3) all
payments of interest on the Mortgage Loans net of applicable Servicing Fees (minus that portion of any such payment which is
allocable to the period prior to the Cut-off Date). The outstanding principal balance of each Mortgage Loan as of the Cut-off Date
is determined after application of payments of principal due on or before the Cut-off Date whether or not collected, together with
any unscheduled principal prepayments collected prior to the Cut-off Date; provided, however, that payments of scheduled principal
and interest prepaid for a Due Date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date.
Such prepaid amounts shall be the property of the Purchaser. The Company shall deposit any such prepaid amounts into the Custodial
Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Company to the Purchaser.
Section 2.03 Servicing of Mortgage Loans.
Simultaneously with the execution and delivery of this Agreement, the Company does hereby agree to directly service the
Mortgage Loans listed on the Mortgage Loan Schedule subject to the terms of this Agreement. The rights of the Purchaser to receive
payments with respect to the related Mortgage Loans shall be as set forth in this Agreement.
Section 2.04 Record Title and Possession of MortgageFiles; Maintenance of Servicing Files.
As of the Closing Date, the Company sold, transferred, assigned, set over and conveyed to the Purchaser, without recourse,
and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement, all the right, title and
interest of the Company in and to the Mortgage Loans. Company will deliver the Mortgage Files to a custodian designated by
Purchaser, on or before the Closing Date, at the expense of the Company. The Company shall maintain a Servicing File consisting of a
copy of the contents of each Mortgage File and the originals or microfilmed copies of the documents in each Mortgage File not
delivered to the Purchaser. The Servicing File shall contain all documents necessary to service the Mortgage Loans. The possession
of each Servicing File by the Company is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan,
and such retention and possession by the Company is in a custodial capacity only. From the Closing Date, the ownership of each
Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits,
proceeds and obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of
the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or
documents with respect to the Mortgage Loans prepared by or which come into the possession of the Company shall be received and held
by the Company in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files
retained by the Company shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the
Mortgage Loans by the Purchaser. The Company shall release its custody of the contents of the Mortgage Files only in accordance with
written instructions of the Purchaser, except when such release is required as incidental to the Company's servicing of the Mortgage
Loans or is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement, such
written instructions shall not be required.
Section 2.05 Books and Records.
The sale of each Mortgage Loan has been reflected on the Company's balance sheet and other financial statements as a sale of
assets by the Company. The Company shall be responsible for maintaining, and shall maintain, a complete set of books and records for
the Mortgage Loans which shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the
Mortgage Loan by the Purchaser. In particular, the Company shall maintain in its possession, available for inspection by the
Purchaser, or its designee and shall deliver to the Purchaser upon demand, evidence of compliance with all federal, state and local
laws, rules and regulations, and requirements of FNMA or FHLMC, as applicable, including but not limited to documentation as to the
method used in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the
Mortgaged Property, documentation evidencing insurance coverage of any condominium project as required by FNMA or FHLMC, and periodic
inspection reports as required by Section 4.13. To the extent that original documents are not required for purposes of realization
of Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or microfiche.
The Company shall maintain with respect to each Mortgage Loan and shall make available for inspection by any Purchaser or
its designee the related Servicing File during the time the Purchaser retains ownership of a Mortgage Loan and thereafter in
accordance with applicable laws and regulations.
In addition to the foregoing, Company shall provide to any supervisory agents or examiners that regulate Purchaser,
including but not limited to, the OTS, the FDIC and other similar entities, access, during normal business hours, upon reasonable
advance notice to Company and without charge to Company or such supervisory agents or examiners, to any documentation regarding the
Mortgage Loans that may be required by any applicable regulator.
Section 2.06. Transfer of Mortgage Loans.
The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may
prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in
compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any
person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered
to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the
Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans,
provided, however, that (i) the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such
transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of
transfer in an Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee
shall have been delivered to the Company and the Company, and (ii) in no event shall there be more than three (3) Persons at any
given time having the status of "Purchaser" hereunder. The Purchaser also shall advise the Company of the transfer. Upon receipt of
notice of the transfer, the Company shall mark its books and records to reflect the ownership of the Mortgage Loans of such assignee,
and the previous Purchaser shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.
Section 2.07 Delivery of Mortgage Loan Documents.The Company shall deliver and release to the Purchaser or its designee the Mortgage Loan Documents in accordance with the
terms of this Agreement. The documents enumerated as items (1), (2), (3), (4), (5), (6), (7) and (8) in Exhibit A hereto shall be
delivered by the Company to the Purchaser or its designee no later than one (1) Business Days prior to the Closing Date pursuant to a
bailee letter agreement. All other documents in Exhibit A hereto, together with all other documents executed in connection with the
Mortgage Loan that Company may have in its possession, shall be retained by the Company in trust for the Purchaser. If the Company
cannot deliver the original recorded Mortgage Loan Documents or the original policy of title insurance, including riders and
endorsements thereto, on the Closing Date, the Company shall, promptly upon receipt thereof and in any case not later than 120 days
from the Closing Date, deliver such original documents, including original recorded documents, to the Purchaser or its designee
(unless the Company is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the
appropriate recording office). If delivery is not completed within 120 days solely due to delays in making such delivery by reason
of the fact that such documents shall not have been returned by the appropriate recording office, Company shall deliver such document
to Purchaser, or its designee, within such time period as specified in a Company's Officer's Certificate. In the event that
documents have not been received by the date specified in the Company's Officer's Certificate, a subsequent Company's Officer's
Certificate shall be delivered by such date specified in the prior Company's Officer's Certificate, stating a revised date for
receipt of documentation. The procedure shall be repeated until the documents have been received and delivered. The Company shall
continue to use its best efforts to effect delivery within 210 days of the Closing Date.
The Seller shall pay all initial recording fees, for the assignments of mortgage and any other fees in connection with the
transfer of all original documents to the Purchaser or its designee. Company shall prepare, in recordable form, all assignments of
mortgage necessary to assign the Mortgage Loans to Purchaser, or its designee.
Company shall provide an original or duplicate original of the title insurance policy to Purchaser or its designee within
ninety (90) days of the receipt of the recorded documents (required for issuance of such policy) from the applicable recording office.
Any review by the Purchaser, or its designee, of the Mortgage Files shall in no way alter or reduce the Company's
obligations hereunder.
If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the Purchaser shall, or shall cause
its designee to, give written specification of such defect to the Company which may be given in the exception report or the
certification delivered pursuant to this Section 2.07, or otherwise in writing and the Company shall cure or repurchase such Mortgage
Loan in accordance with Section 3.03.
The Company shall forward to the Purchaser, or its designee, original documents evidencing an assumption, modification,
consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one week of their
execution; provided, however, that the Company shall provide the Purchaser, or its designee, with a certified true copy of any such
document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for
recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the
original within sixty (60) days of its submission for recordation.
From time to time the Company may have a need for Mortgage Loan Documents to be released from Purchaser, or its designee.
Purchaser shall, or shall cause its designee, upon the written request of the Company, within ten (10) Business Days, deliver to the
Company, any requested documentation previously delivered to Purchaser as part of the Mortgage File, provided that such documentation
is promptly returned to Purchaser, or its designee, when the Company no longer requires possession of the document, and provided that
during the time that any such documentation is held by the Company, such possession is in trust for the benefit of Purchaser.
Company shall indemnify Purchaser, and its designee, from and against any and all losses, claims, damages, penalties, fines,
forfeitures, costs and expenses (including court costs and reasonable attorney's fees) resulting from or related to the loss, damage,
or misplacement of any documentation delivered to Company pursuant to this paragraph.
Section 2.08 Quality Control Procedures.The Company must have an internal quality control program that verifies, on a regular basis, the existence and accuracy of
the legal documents, credit documents, property appraisals, and underwriting decisions. The program must be capable of evaluating
and monitoring the overall quality of its loan production and servicing activities. The program is to ensure that the Mortgage Loans
are originated and serviced in accordance with prudent mortgage banking practices and accounting principles; guard against dishonest,
fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.
Section 2.09 No Commission.
The Company and the Purchaser agree that no broker, Investment Banker, agent or other person (including but not limited to
Purchaser) is entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY AND THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS
Section 3.01 Representations and Warranties of the Company.The Company represents, warrants and covenants to the Purchaser that, as of the Closing Date or as of such date specifically
provided herein:
(a) Chevy Chase Bank, F.S.B. is a federally chartered savings bank duly organized, validly existing and in good standing
and has all licenses and qualifications necessary to carry out its business as now being conducted, and in any event the Company is
in compliance with the applicable laws of any state to the extent necessary to ensure the enforceability of each Mortgage Loan in
accordance with the terms of this Agreement; the Company is licensed and qualified to transact business in and is in good standing
under the laws of each state in which any Mortgaged Property is located or is otherwise exempt under applicable law from such
licensing or qualification or is otherwise not required under applicable law to effect such licensing or qualification and no
unresolved demand for such licensing or qualification has been made upon such Company by any such state, and in any event such
Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan
and the servicing of the Mortgage Loans in accordance with the terms of this Agreement;
(b) The Company has the full power and authority and legal right to hold, transfer and convey each Mortgage Loan, to sell
each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this
Agreement and to conduct its business as presently conducted, has duly authorized the execution, delivery and performance of this
Agreement and any agreements contemplated hereby, has duly executed and delivered this Agreement, and any agreements contemplated
hereby, and this Agreement and each Assignment of Mortgage to the Purchaser and any agreements contemplated hereby, constitutes a
legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, and all requisite corporate
action has been taken by the Company to make this Agreement and all agreements contemplated hereby valid and binding upon the Company
in accordance with their terms; the Company has the full power and authority and legal right to execute, deliver and perform, and to
enter into and consummate all transactions contemplated by this Agreement and to conduct its business as presently conducted, has
duly authorized the execution, delivery and performance of this Agreement and any agreements contemplated hereby, has duly executed
and delivered this Agreement, and any agreements contemplated hereby, and this Agreement and any agreements contemplated hereby,
constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, and all
requisite corporate action has been taken by the Company to make this Agreement and all agreements contemplated hereby valid and
binding upon the Company in accordance with their terms;
(c) Neither the execution and delivery of this Agreement, nor the origination of the Mortgage Loans by the Company, the
sale of the Mortgage Loans to the Purchaser, the consummation of the transactions contemplated hereby, or the fulfillment of or
compliance with the terms and conditions of this Agreement will conflict with any of the terms, conditions or provisions of the
Company's or the Company's charter or by-laws or materially conflict with or result in a material breach of any of the terms,
conditions or provisions of any legal restriction or any agreement or instrument to which the Company is now a party or by which they
are bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the material violation of
any law, rule, regulation, order, judgment or decree to which the Company or its properties are subject, or impair the ability of the
Purchaser to realize on the Mortgage Loans.
(d) There is no litigation, suit, proceeding or investigation pending or to the Company’s knowledge, threatened, or any
order or decree outstanding, with respect to the Company which, either in any one instance or in the aggregate, is reasonably likely
to have a material adverse effect on the sale of the Mortgage Loans, the execution, delivery, performance or enforceability of this
Agreement, or which is reasonably likely to have a material adverse effect on the financial condition of the Company.
(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Company of or compliance by the Company with this Agreement, or the sale of the Mortgage Loans and
delivery of the Mortgage Files to the Purchaser or the consummation of the transactions contemplated by this Agreement, except for
consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the
Company, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Company pursuant to this
Agreement are not subject to bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction;
(g) The origination and servicing practices used by the Company, and any prior originator or Company with respect to each
Mortgage Note and Mortgage have been legal and in accordance with applicable laws and regulations and the Mortgage Loan Documents,
and in all material respects proper and prudent in the mortgage origination and servicing business. With respect to escrow deposits
and payments that the Company, on behalf of the investor, is entitled to collect, all such payments are in the possession of, or
under the control of, the Company, and there exist no deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. All escrow payments have been collected in full compliance with state and federal law and the
provisions of the related Mortgage Note and Mortgage. As to any Mortgage Loan that is the subject of an escrow, escrow of funds is
not prohibited by applicable law and has been established in an amount sufficient to pay for every escrowed item that remains unpaid
and has been assessed but is not yet due and payable. No escrow deposits or other charges or payments due under the Mortgage Note
have been capitalized under any Mortgage or the related Mortgage Note;
(h) The Company used no selection procedures that identified the Mortgage Loans as being less desirable or valuable than
other comparable mortgage loans in the Company's portfolio at the Cut-off Date;
(i) The Company will treat the sale of the Mortgage Loans to the Purchaser as a sale for reporting and accounting
purposes and, to the extent appropriate, for federal income tax purposes;
(j) Company is an approved Seller/Servicer of residential mortgage loans for FNMA, FHLMC and HUD, with such facilities,
procedures and personnel necessary for the sound servicing of such mortgage loans. The Company is duly qualified, licensed,
registered and otherwise authorized under all applicable federal, state and local laws, and regulations, if applicable, meets the
minimum capital requirements set forth by the OCC, and is in good standing to sell mortgage loans to and service mortgage loans for
FNMA and FHLMC and no event has occurred which would make Company unable to comply with eligibility requirements or which would
require notification to either FNMA or FHLMC;
(k) The Company does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every
covenant contained in this Agreement. The Company is solvent and the sale of the Mortgage Loans will not cause the Company to become
insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of the Company's
creditors;
(l) No statement, tape, diskette, form, report or other document prepared by, or on behalf of, Company or Company
pursuant to this Agreement or in connection with the transactions contemplated hereby, contains or will contain any statement that is
or will be inaccurate or misleading in any material respect;
(m) The Company acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such
services and that the entire Servicing Fee shall be treated by the Company, for accounting and tax purposes, as compensation for the
servicing and administration of the Mortgage Loans pursuant to this Agreement. In the opinion of Company, the consideration received
by Company upon the sale of the Mortgage Loans to Purchaser under this Agreement constitutes fair consideration for the Mortgage
Loans under current market conditions.
(n) The Company has delivered to the Purchaser financial statements of its parent, for its last two complete fiscal
years. All such financial information fairly presents the pertinent results of operations and financial position for the period
identified and has been prepared in accordance with generally accepted accounting principles consistently applied throughout the
periods involved, except as set forth in the notes thereto. There has been no change in the business, operations, financial
condition, properties or assets of the Company since the date of the Company’s financial information that would have a material
adverse effect on its ability to perform its obligations under this Agreement; and
(o) Neither the Company nor the Purchaser have dealt with any broker, investment banker, agent or other person that may
be entitled to any commission or compensation in connection with the sale of the Mortgage Loans.
Section 3.02 Representations and Warranties as toIndividual Mortgage Loans.
References in this Section to percentages of Mortgage Loans refer in each case to the percentage of the aggregate principal
balance of the Mortgage Loans as of the Cut-off Date, based on the outstanding balances of the Mortgage Loans as of the Cut-off Date,
and giving effect to scheduled Monthly Payments due on or prior to the Cut-off Date, whether or not received. References to
percentages of Mortgaged Properties refer, in each case, to the percentages of expected aggregate principal balances of the related
Mortgage Loans (determined as described in the preceding sentence). The Company hereby represents and warrant to the Purchaser, as to
each Mortgage Loan, as of the Closing Date as follows:
(a) As of the Closing Date, or such date as specified in the Mortgage Loan Schedule, the information set forth in the
Mortgage Loan Schedule is complete, true and correct in all material respects;
(b) The Mortgage creates a valid, subsisting and enforceable first lien or a first priority ownership interest in an
estate in fee simple in real property securing the related Mortgage Note subject to principles of equity, bankruptcy, insolvency and
other laws of general application affecting the rights of creditors.
(c) All payments due prior to the Cut-off Date for such Mortgage Loan have been made as of the Closing Date, the Mortgage
Loan has not been dishonored; there are no material defaults under the terms of the Mortgage Loan; the Company has not advanced its
own funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged
Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan; and there has
been no more than one delinquency during the preceding twelve-month period, and such delinquency did not last more than 30 days;
(d) There are no defaults by the Company in complying with the terms of the Mortgage, and all taxes, governmental
assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due
and owing have been paid, or escrow funds have been established in an amount sufficient to pay for every such escrowed item which
remains unpaid and which has been assessed but is not yet due and payable;
(e) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect,
except by written instruments which have been recorded to the extent any such recordation is required by law, or, necessary to
protect the interest of the Purchaser. No instrument of waiver, alteration or modification has been executed, and no Mortgagor has
been released, in whole or in part, from the terms thereof except in connection with an assumption agreement and which assumption
agreement is part of the Mortgage File and the terms of which are reflected in the Mortgage Loan Schedule; the substance of any such
waiver, alteration or modification has been approved by the issuer of any related Primary Mortgage Insurance Policy and title
insurance policy, to the extent required by the related policies;
(f) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense,
including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage,
or the exercise of any right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any
right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto; and as of the Closing Date the Mortgagor was not a debtor in any
state or federal bankruptcy or insolvency proceeding;
(g) All buildings or other customarily insured improvements upon the Mortgaged Property are insured by an insurer
acceptable under the FNMA or FHLMC Guides, against loss by fire, hazards of extended coverage and such other hazards as are provided
for in the FNMA or FHLMC Guide, as well as all additional requirements set forth in Section 4.10 of this Agreement. All such standard
hazard policies are in full force and effect and on the date of origination contained a standard mortgagee clause naming the Company
and its successors in interest and assigns as loss payee and such clause is still in effect and all premiums due thereon have been
paid. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy
meeting the requirements of the current guidelines of the Federal Insurance Administration which policy conforms to FNMA or FHLMC
requirements, as well as all additional requirements set forth in Section 4.10 of this Agreement. Such policy was issued by an
insurer acceptable under FNMA or FHLMC guidelines. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at
the Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain such
insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from the Mortgagor;
(h) Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending,
real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Mortgage
Loan have been complied with in all material respects; the Company maintains, and shall maintain, evidence of such compliance as
required by applicable law or regulation and shall make such evidence available for inspection at the Company's office during normal
business hours upon reasonable advance notice;
(i) The Mortgage has not been satisfied, canceled or subordinated, in whole or in part, or rescinded, and the Mortgaged
Property has not been released from the lien of the Mortgage, in whole or in part nor has any instrument been executed that would
effect any such release, cancellation, subordination or rescission. The Company has not waived the performance by the Mortgagor of
any action, if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in default, nor has the Company
waived any default resulting from any action or inaction by the Mortgagor;
(j) The Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged Property, including all
buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems
affixed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing securing
the Mortgage Note's original principal balance subject to principles of equity, bankruptcy, insolvency and other laws of general
application affecting the rights of creditors. The Mortgage and the Mortgage Note do not contain any evidence of any security
interest or other interest or right thereto. Such lien is free and clear of all adverse claims, liens and encumbrances having
priority over the first lien of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and
assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the
public record as of the date of recording which are acceptable to mortgage lending institutions generally and either (A) which are
referred to in the lender’s title insurance policy delivered to the originator or otherwise considered in the appraisal made for the
originator of the Mortgage Loan, or (B) which do not adversely affect the residential use or Appraised Value of the Mortgaged
Property as set forth in such appraisal, and (3) other matters to which like properties are commonly subject which do not
individually or in the aggregate materially interfere with the benefits of the security intended to be provided by the Mortgage or
the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting, enforceable and
perfected first lien and first priority security interest on the property described therein, and the Company has the full right to
sell and assign the same to the Purchaser;
(k) The Mortgage Note and the related Mortgage are original and genuine and each is the legal, valid and binding obligation
of the maker thereof, enforceable in all respects in accordance with its terms subject to principles of equity, bankruptcy,
insolvency and other laws of general application affecting the rights of creditors, and the Company has taken all action necessary to
transfer such rights of enforceability to the Purchaser. All parties to the Mortgage Note and the Mortgage had the legal capacity to
enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The Mortgage Note and the Mortgage have
been duly and properly executed by such parties. No fraud, error, omission, misrepresentation, negligence or similar occurrence with
respect to a Mortgage Loan has taken place on the part of Company, the Mortgagor, or, to the best of Company's knowledge, on the part
of any other party involved in the origination of the Mortgage Loan. Either the borrower or a guarantor is a natural person. The
proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and all
requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been
complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were
paid or are in the process of being paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the
Mortgage Note or Mortgage;
(l) The Company is the sole owner and holder of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note. Upon
the sale of the Mortgage Loan to the Purchaser, the Company will retain the Mortgage File or any part thereof with respect thereto
not delivered to the Purchaser or the Purchaser’s designee in trust only for the purpose of servicing and supervising the servicing
of the Mortgage Loan. Immediately prior to the transfer and assignment to the Purchaser, the Mortgage Loan, including the Mortgage
Note and the Mortgage, were not subject to an assignment, sale or pledge to any person other than Purchaser, and the Company had good
and marketable title to and was the sole owner thereof and had full right to transfer and sell the Mortgage Loan to the Purchaser
free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest and has the full right and authority
subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan pursuant to this
Agreement and following the sale of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of any encumbrance,
equity, participation interest, lien, pledge, charge, claim or security interest. The Company intends to relinquish all rights to
possess, control and monitor the Mortgage Loan, except for the purposes of servicing the Mortgage Loan as set forth in this
Agreement. After the Closing Date, the Company will not have any right to modify or alter the terms of the sale of the Mortgage Loan
and the Company will not have any obligation or right to repurchase the Mortgage Loan or substitute another Mortgage Loan, except as
provided in this Agreement, or as otherwise agreed to by the Company and the Purchaser;
(m) Each Mortgage Loan is covered by an ALTA lender's title insurance policy or other generally acceptable form of policy
or insurance acceptable to FNMA or FHLMC (including adjustable rate endorsements), issued by a title insurer acceptable to FNMA or
FHLMC and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions
contained in (j)(1), (2) and (3) above) the Company, its successors and assigns, as to the first priority lien of the Mortgage in the
original principal amount of the Mortgage Loan and against any loss by reason of the invalidity or unenforceability of the lien
resulting from the provisions of the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly Payment. Where
required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage
title insurance. The Company, its successors and assigns, are the sole insureds of such lender's title insurance policy, such title
insurance policy has been duly and validly endorsed to the Purchaser or the assignment to the Purchaser of the Company's interest
therein does not require the consent of or notification to the insurer and such lender's title insurance policy is in full force and
effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have
been made under such lender's title insurance policy, and no prior holder of the related Mortgage, including the Company, has done,
by act or omission, anything which would impair the coverage of such lender's title insurance policy;
(n) There is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage
Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a
default, breach, violation or event permitting acceleration; and neither the Company, nor any prior mortgagee has waived any default,
breach, violation or event permitting acceleration;
(o) There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights are
outstanding that under law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to
or equal to the lien of the related Mortgage;
(p) All improvements subject to the Mortgage which were considered in determining the appraised value of the Mortgaged
Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property (and wholly within the project
with respect to a condominium unit) and no improvements on adjoining properties encroach upon the Mortgaged Property except those
which are insured against by the title insurance policy referred to in clause (m) above and all improvements on the property comply
with all applicable zoning and subdivision laws and ordinances;
(q) The Mortgage Loan was originated by or for the Company pursuant to the Company’s underwriting guidelines. The Mortgage
Notes and Mortgages are on forms generally acceptable in the industry. The Mortgage Loan bears interest at an adjustable rate as set
forth in the Mortgage Loan Schedule, and Monthly Payments under the Mortgage Note are due and payable on the first day of each
month. The Mortgage contains the usual and enforceable provisions of the Company at the time of origination for the acceleration of
the payment of the unpaid principal amount of the Mortgage Loan if the related Mortgaged Property is sold without the prior consent
of the mortgagee thereunder;
(r) The Mortgaged Property is not subject to any material damage by waste, fire, earthquake, earth movement, windstorm,
tornado, flood or other casualty. At origination of the Mortgage Loan there was not, since origination of the Mortgage Loan there
has been and there currently is, no proceeding pending for the total or partial condemnation of the Mortgaged Property. The Company
has not received notification that any such proceedings are scheduled to commence at a future date;
(s) The related Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby,
including, (1) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (2) otherwise by judicial
foreclosure. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the
Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;
(t) If the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified if required under applicable law
to act as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses, except as
may be required by local law, are or will become payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee's sale or attempted sale after default by the Mortgagor;
(u) The Mortgage File contains an appraisal of the related Mortgaged Property signed prior to the final approval of the
mortgage loan application by a Qualified Appraiser, approved by the Company, who had no interest, direct or indirect, in the
Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of FNMA or FHLMC and Title XI of the Federal
Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date
the Mortgage Loan was originated. The appraisal is in a form acceptable to FNMA or FHLMC and was made by a Qualified Appraiser;
(v) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such interest, were) (A) in compliance with any and all applicable licensing
requirements of the laws of the state wherein the Mortgaged Property is located, and (B) (1) organized under the laws of such state,
or (2) qualified to do business in such state, or (3) federal savings and loan associations or national banks or a Federal Home Loan
Bank or savings bank having principal offices in such state, or (4) not doing business in such state;
(w) The related Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding
Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to above and such collateral
does not serve as security for any other obligation;
(x) The Mortgagor has received and has executed, where applicable, all disclosure materials required by applicable law with
respect to the making of such mortgage loans;
(y) The Mortgage Loan does not contain “balloon” or "graduated payment" features; No Mortgage Loan is subject to a buydown
agreement or contains any buydown provision;
(z) The Mortgagor is not in bankruptcy and, to the best of the Company's knowledge, the Mortgagor is not insolvent and the
Company has no knowledge of any circumstances or condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the
Mortgagor's credit standing that could reasonably be expected to cause investors to regard the Mortgage Loan as an unacceptable
investment, cause the Mortgage Loan to become delinquent, or materially adversely affect the value or marketability of the Mortgage
Loan;
(aa) The Mortgage Loans accrue interest at a fixed rate for the first seven (7) years or ten (10) years and thereafter are
one year adjustable rate mortgage loans. Each Mortgage Loan bears interest based upon a thirty (30) day month and a three hundred
and sixty (360) day year. The Mortgage Loans have an original term to maturity of not more than 30 years, with interest payable in
arrears on the first day of each month. As to each Mortgage Loan, on each applicable Adjustment Date, the Mortgage Interest Rate
will be adjusted to equal the sum of the Index, plus the applicable Margin; provided, that the Mortgage Interest Rate, on each
applicable Adjustment Date starting with the second Adjustment Date, will not increase by more than the Periodic Rate Cap. Over the
term of each Mortgage Loan, the Mortgage Interest Rate will not exceed such Mortgage Loan's Lifetime Rate Cap. Each Mortgage Note
requires a monthly payment which is sufficient (a) during the period prior to the first adjustment to the Mortgage Interest Rate, to
fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest
Rate, and (b) during the period following each Adjustment Date, to fully amortize the outstanding principal balance as of the first
day of such period over the then remaining term of such Mortgage Note and to pay interest at the related Mortgage Interest Rate. The
Mortgage Notes provide that when the Mortgage Interest Rate changes on an Adjustment Date, the then outstanding principal balance
will be reamortized over the remaining life of the Mortgage Loan. No Mortgage Loan contains terms or provisions which would result
in negative amortization. None of the Mortgage Loans contain a Conversion Feature. None of the Mortgage Loans are considered
agricultural loans, approximately 36% of the Mortgage Loans are 7/1 Adjustable Rate Mortgage Loans and approximately 64% of the
Mortgage Loans are 10/1 Adjustable Rate Mortgage Loans. As to each Mortgage Loan the maximum increase or decrease in the Mortgage
Interest Rate on the first Adjustment Date will be 330 basis points (3.30%) above or below the Mortgage Interest Rate in effect
during the fixed rate period.
(bb) The Mortgage Rates borne by the Mortgage Loans as of the Cut-off Date ranged from approximately 6.875% per annum to
approximately 8.250% per annum and the weighted average Mortgage Rate as of the Cut-off Date was approximately 7.597% per annum;
(cc) The original principal balances of the Mortgage Loans ranged from approximately $295,910 to approximately $530,000 the
maximum outstanding principal balance of any Mortgage Loan as of the Cut-off Date was $529,662 and the average outstanding principal
balance was approximately $398,638.
(dd) As of the Cut-off Date, approximately 71% of the Mortgage Loans were made to purchase the related Mortgaged
Properties. All of the Mortgage Loans are secured by a single family residence.
(ee) None of the Mortgage Loans had a Loan-to-Value Ratio greater than 95%. Approximately 24% of the Mortgage Loans are
insured under Primary Insurance Policies;
(ff) All of the Mortgage Loans, measured by aggregate unpaid Principal Balance as of the Cut-off Date, based on
representations made by the Mortgagor at the time of origination, the Mortgaged Property was to be occupied as Mortgagor's primary
residence. To the best of the Company's knowledge, the Mortgaged Property is lawfully occupied under applicable law; and
(gg) In the event the Mortgage Loan has an LTV greater than 80.00%, the excess of the principal balance of the Mortgage
Loan over 75.0% of the Appraised Value of the Mortgaged Property with respect to a Refinanced Mortgage Loan, or the lesser of the
Appraised Value or the purchase price of the Mortgaged Property with respect to a purchase money Mortgage Loan is and will be insured
as to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. No Mortgage Loan has an LTV over 95%.
All provisions of such Primary Mortgage Insurance Policy have been and are being complied with, such policy is in full force and
effect, and all premiums due thereunder have been paid. No Mortgage Loan requires payment of such premiums, in whole or in part, by
the Purchaser. No action, inaction, or event has occurred and no state of facts exists that has, or will result in the exclusion
from, denial of, or defense to coverage. The Mortgage Loan Remittance Rate for the Mortgage Loan as set forth on the Mortgage Loan
Schedule is net of any such insurance premium;
(hh) The assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction
in which the Mortgaged Property is located;
(ii) The Mortgaged Property is located in the state identified in the Mortgage Loan Schedule and consists of a single
parcel of real property with a detached single family residence erected thereon, or a townhouse, or a two-to four-family dwelling, or
an individual condominium unit in a condominium project, or an individual unit in a planned unit development or a de minimis planned
unit development, provided, however, that no residence or dwelling is a single parcel of real property with a manufactured home not
affixed to a permanent foundation, or a mobile home. As of the date of origination, no portion of any Mortgaged Property is used for
commercial purposes, and since the Origination Date, to the best of the Company's knowledge, no portion of any Mortgaged Property is
used for commercial purposes;
(jj) Principal payments on the Mortgage Loan commenced no more than sixty (60) days after the funds were disbursed in
connection with the Mortgage Loan. The Mortgage Note is payable on the first day of each month in monthly installments of principal
and interest, which installments are subject to change due to the adjustments to the Mortgage Interest Rate on each Adjustment Date,
with interest calculated and payable in arrears, sufficient to amortize the Mortgage Loan fully by the stated maturity date, over an
original term of not more than thirty years from commencement of amortization;
(kk) As of the date of origination and to the best of Company’s knowledge, as of the Closing Date of the Mortgage Loan,
the Mortgage Property was lawfully occupied under applicable law, and all inspections, licenses and certificates required to be made
or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same,
including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the
appropriate authorities;
(ll) If the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimis planned unit
development), such condominium or planned unit development project meets Company's eligibility requirements as set forth in Exhibit H;
(mm) To the best of Company’s knowledge, there is no pending action or proceeding directly involving the Mortgaged
Property in which compliance with any environmental law, rule or regulation is an issue; to the best of Company's knowledge, there
is no violation of any environmental law, rule or regulation with respect to the Mortgaged Property; and the Company has not received
any notice of any environmental hazard on the Mortgaged Property and nothing further remains to be done to satisfy in full all
requirements of each such law, rule or regulation constituting a prerequisite to use and enjoyment of said property;
(nn) The Mortgagor has not notified the Company, and the Company does not have any knowledge of any relief requested or
allowed to the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;
(oo) No Mortgage Loan is currently a construction or rehabilitation Mortgage Loan or facilitates the trade-in or exchange of
a Mortgaged Property;
(pp) No action has been taken or failed to be taken by Company, on or prior to the Closing Date which has resulted or
will result in an exclusion from, denial of, or defense to coverage under any Primary Mortgage Insurance Policy (including, without
limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely payment of the full amount
of the loss otherwise due thereunder to the insured) whether arising out of actions, representations, errors, omissions, negligence,
or fraud of the Company or for any other reason under such coverage;
(qq) Each Mortgage Loan has been serviced in all material respects in compliance with Accepted Servicing Practices;
(rr) The Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to
sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union,
insurance company or similar institution which is supervised and examined by a federal or state authority. No Mortgaged Property is a
timeshare; and
(ss) Each Mortgage Note, each Mortgage, each Assignment of Mortgage and any other documents required pursuant to this
Agreement to be delivered to the Purchaser or its designee, or its assignee for each Mortgage Loan, have been, on or before the
Closing Date, delivered to the Purchaser or its designee, or its assignee.
Section 3.03 Repurchase; Substitution.
It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive the
sale of the Mortgage Loans and delivery of the Mortgage Loan Documents to the Purchaser, or its designee, and shall inure to the
benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the
examination, or lack of examination, of any Mortgage File. Upon discovery by either the Company, the Company or the Purchaser of a
breach of any of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans
or the interest of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the
other. The Company shall have a period of sixty days from the earlier of its discovery or its receipt of notice of any such breach
within which to correct or cure such breach. The Company hereby covenants and agrees that if any such breach is not corrected or
cured within such sixty day period, the Company shall, at the Purchaser's option and not later than ninety days of its discovery or
its receipt of notice of such breach, repurchase such Mortgage Loan at the Repurchase Price or, with the Purchaser's prior consent,
at Purchaser’s sole option, substitute a Mortgage Loan as provided below. In the event that any such breach shall involve any
representation or warranty set forth in Section 3.01, and such breach is not cured within sixty days of the earlier of either
discovery by or notice to the Company of such breach, all affected Mortgage Loans shall, at the option of the Purchaser, be
repurchased by the Company at the Repurchase Price. Any such repurchase shall be accomplished by wire transfer of immediately
available funds to Purchaser in the amount of the Repurchase Price.
If the Company is required to repurchase any Mortgage Loan pursuant to this Section 3.03, the Company may, with the
Purchaser's prior consent, at Purchaser’s sole option, within one hundred twenty (120) days from the Closing Date, remove such
defective Mortgage Loan from the terms of this Agreement and substitute another mortgage loan for such defective Mortgage Loan, in
lieu of repurchasing such defective Mortgage Loan. Any substitute Mortgage Loan shall be acceptable to Purchaser. Any substituted
Loans will comply with the representations and warranties set forth in this Agreement as of the substituted date
The Company shall amend the Mortgage Loan Schedule to reflect the withdrawal of the removed Mortgage Loan from this
Agreement and the substitution of such substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall review the
Mortgage File delivered to it relating to the substitute Mortgage Loan. In the event of such a substitution, accrued interest on the
substitute Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon during such month
shall be the property of the Purchaser and accrued interest for such month on the Mortgage Loan for which the substitution is made
and any Principal Prepayments made thereon during such month shall be the property of the Company. The principal payment on a
substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of the Company and the principal
payment on the Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.
It is understood and agreed that the obligation of the Company set forth in this Section 3.03 to cure, repurchase or
substitute for a defective Mortgage Loan, and to indemnify Purchaser pursuant to Section 8.01, constitute the sole remedies of the
Purchaser respecting a breach of the foregoing representations and warranties. If the Company fails to repurchase or substitute for
a defective Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective Mortgage Loan to Purchaser's reasonable
satisfaction in accordance with this Section 3.03, or to indemnify Purchaser pursuant to Section 8.01, that failure shall be an Event
of Default and the Purchaser shall be entitled to pursue all remedies available in this Agreement as a result thereof. No provision
of this paragraph shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Sections 10.01 and
11.01.
Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made
in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) the earlier of discovery of such breach by the Company or
notice thereof by the Purchaser to the Company, (ii) failure by the Company to cure such breach or repurchase such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.
In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision of this Agreement, with
respect to any Mortgage Loan that is not in default or as to which no default is imminent, no substitution pursuant to Subsection
3.03 shall be made after the applicable REMIC's "start up day" (as defined in Section 860G(a) (9) of the Code), unless the Company
has obtained an Opinion of Counsel to the effect that such substitution will not (i) result in the imposition of taxes on "prohibited
transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii) cause the REMIC
to fail to qualify as a REMIC at any time.
Section 3.04 Representations and Warranties of the Purchaser.
Purchaser represents, warrants and covenants to Company that, as of the Closing Date or as of such date specifically provided herein:
(a) Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is
organized and is qualified to transact business in and is in good standing under the laws of each state in which the
business transacted by it or the character of the properties owned or leased by it requires such qualification.
(b) Purchaser has the full power an authority to perform, and to enter into and consummate, all transactions contemplated by
this Agreement. Purchaser has the full power and authority to purchase and hold each Mortgage Loan.
(c) Neither the acquisition of the Mortgage Loans by Purchaser pursuant to this Agreement, the consummation of the transactions
contemplated hereby, nor the fulfillment of or the compliance with the terms and conditions of this Agreement, will
conflict with or result in a breach of any of the terms, conditions or provisions of the Purchaser’s charter or
by-laws or result in a material breach of any legal restriction or any material agreement or instrument to which the
Purchaser is now a party or by which it is bound, or constitute a material default or result in an acceleration
under any of the foregoing, or result in the violation of any material law, rule, regulation, order, judgment or
decree to which Purchaser or its property is subject;
(d) There is no action, suit, proceeding, investigation or litigation pending or, to the Purchaser’s knowledge, threatened,
which either in any one instance or in the aggregate, if determined adversely to Purchaser would adversely affect
the purchase of the Mortgage Loans by Purchaser hereunder, or Purchaser’s ability to perform its obligations under
this Agreement; and
(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by Purchaser of or compliance by Purchaser with this Agreement or the consummation of the
transactions contemplated by this Agreement (including, but not limited to, any approval from HUD), or if required,
such consent, approval, authorization or order has been obtained prior to the related Closing Date.
ARTICLE IVADMINISTRATION AND SERVICING OF MORTGAGE LOANSSection 4.01 Company to Act as Servicer.The Company, as independent contract Company, shall service and administer the Mortgage Loans in accordance with this
Agreement and with Accepted Servicing Practices, and shall have full power and authority, acting alone, to do or cause to be done any
and all things in connection with such servicing and administration which the Company may deem necessary or desirable and consistent
with the terms of this Agreement and with Accepted Servicing Practices and exercise the same care that it customarily employs for its
own account. Except as set forth in this Agreement, the Company shall service the Mortgage Loans in strict compliance with the
servicing provisions of the FNMA Guides (special servicing option), which include, but are not limited to, provisions regarding the
liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the
maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of
fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary
Mortgage Insurance Policies, insurance claims, the title, management of REO Property, permitted withdrawals with respect to REO
Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged
Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict,
inconsistency or discrepancy between any of the servicing provisions of this Agreement and any of the servicing provisions of the
Agency Guides, the provisions of this Agreement shall control and be binding upon the Purchaser and the Company.
Consistent with the terms of this Agreement, the Company may waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Company's reasonable and prudent
determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however,
that unless the Company has obtained the prior written consent of the Purchaser, the Company shall not permit any modification with
respect to any Mortgage Loan that would change the Mortgage Interest Rate, forgive the payment of principal or interest, reduce or
increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such
Mortgage Loan. In the event of any such modification which has been agreed to in writing by the Purchaser and which permits the
deferral of interest or principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the
Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from
its own funds, in accordance with Section 4.04, the difference between (a) such month's principal and one month's interest at the
Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The
Company shall be entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05.
Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized and empowered, to prepare,
execute and deliver, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other
comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding anything
herein to the contrary, the Company may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage
Loan which runs more than 180 days after the first delinquent Due Date. Any such agreement shall be approved by Purchaser and, if
required, by the Primary Mortgage Insurance Policy issuer, if required. In no event shall Company be obligated to repurchase a
Mortgage Loan due to the exercise of any Conversion Feature.
In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing Practices, giving due
consideration to the Purchaser's reliance on the Company. Unless a different time period is stated in this Agreement, Purchaser shall
be deemed to have given consent in connection with a particular matter if Purchaser does not affirmatively grant or deny consent
within 5 Business Days from the date Purchaser receives a second written request for consent for such matter from Company as
Company.
Section 4.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to this Agreement, the Company will
proceed diligently to collect all payments due under each Mortgage Loan when the same shall become due and payable and shall, to the
extent such procedures shall be consistent with this Agreement, Accepted Servicing Practices, and the terms and provisions of any
related Primary Mortgage Insurance Policy, follow such collection procedures as it follows with respect to mortgage loans comparable
to the Mortgage Loans and held for its own account. Further, the Company will take special care in ascertaining and estimating
annual escrow payments, and all other charges that, as provided in the Mortgage, will become due and payable, so that the
installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable.
Section 4.03 Realization Upon Defaulted MortgageThe Company shall use its best efforts, consistent with the procedures that the Company would use in servicing loans for its
own account, consistent with Accepted Servicing Practices, any Primary Mortgage Insurance Policies and the best interest of
Purchaser, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant
to Section 4.01. Foreclosure or comparable proceedings shall be initiated within ninety (90) days of default for Mortgaged
Properties for which no satisfactory arrangements can be made for collection of delinquent payments. The Company shall use its best
efforts to realize upon defaulted Mortgage Loans in such manner as will maximize the receipt of principal and interest by the
Purchaser, taking into account, among other things, the timing of foreclosure proceedings. The foregoing is subject to the
provisions that, in any case in which a Mortgaged Property shall have suffered damage, the Company shall not be required to expend
its own funds toward the restoration of such property unless it shall determine in its discretion (i) that such restoration will
increase the proceeds of liquidation of the related Mortgage Loan to the Purchaser after reimbursement to itself for such expenses,
and (ii) that such expenses will be recoverable by the Company through Insurance Proceeds or Liquidation Proceeds from the related
Mortgaged Property, as contemplated in Section 4.05. Company shall obtain prior approval of Purchaser as to restoration expenses in
excess of five thousand dollars ($5,000). The Company shall notify the Purchaser in writing of the commencement of foreclosure
proceedings and prior to the acceptance or rejection of any offer of reinstatement. The Company shall be responsible for all costs
and expenses incurred by it in any such proceedings or functions; provided, however, that it shall be entitled to reimbursement
thereof from the related property, as contemplated in Section 4.05.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the
Company as servicer of any Mortgage Loan which becomes ninety (90 days or greater delinquent in payment of a scheduled Monthly
Payment, without payment of any termination fee with respect thereto, provided that the Company shall on the date said termination
takes effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to Section 5.03 and any unreimbursed
Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such delinquent Mortgage Loan
notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the provisions of Section
11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to such delinquent Mortgage
Loan to the Purchaser or its designee.
Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu
of foreclosure, in the event the Company has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or
toxic substances or wastes, or if the Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property,
such an inspection or review is to be conducted by a qualified inspector at the Purchaser's expense. Upon completion of the
inspection, the Company shall promptly provide the Purchaser with a written report of the environmental inspection. After reviewing
the environmental inspection report, the Purchaser shall determine how the Company shall proceed with respect to the Mortgaged
Property.
In the event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property, such property shall be disposed of by
Company, with the consent of Purchaser as required pursuant to this Agreement, within two years after becoming an REO Property,
unless Company provides to the trustee under such REMIC an opinion of counsel to the effect that the holding of such REO Property
subsequent to two years after its becoming REO Property, will not result in the imposition of taxes on "prohibited transactions" as
defined in Section 860F of the Code, or cause the transaction to fail to qualify as a REMIC at any time that certificates are
outstanding. Company shall manage, conserve, protect and operate each such REO Property for the certificateholders solely for the
purpose of its prompt disposition and sale in a manner which does not cause such property to fail to qualify as "foreclosure
property" within the meaning of Section 860F(a)(2)(E) of the Code, or any "net income from foreclosure property" which is subject to
taxation under the REMIC provisions of the Code. Pursuant to its efforts to sell such property, the Company shall either itself or
through an agent selected by Company, protect and conserve such property in the same manner and to such an extent as is customary in
the locality where such property is located. Additionally, Company shall perform the tax withholding and reporting related to
Sections 1445 and 6050J of the Code.
Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts.The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from
any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts. The Custodial Account shall
be an Eligible Account. Funds deposited in the Custodial Account may be drawn on by the Company in accordance with Section 4.05. The
creation of any Custodial Account shall be evidenced by a letter agreement in the form shown in Exhibit B hereto. The original of
such letter agreement shall be furnished to the Purchaser on the Closing Date, and upon the request of any subsequent Purchaser.
The Company shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and
collections received or made by it subsequent to the Cut-off Date, or received by it prior to the Cut-off Date but allocable to a
period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date:
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) any amounts required to be deposited by the Company in connection with any REO Property pursuant to Section 4.13;
(v) all Insurance Proceeds including amounts required to be deposited pursuant to Sections 4.08, 4.10 and 4.11, other than
proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the
Mortgagor in accordance with Accepted Servicing Practices, the Mortgage Loan Documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with
the Company's normal servicing procedures, the loan documents or applicable law;
(vii) any Monthly Advances;
(viii) Intentionally Omitted;
(ix) any amounts required to be deposited by the Company pursuant to Section 4.10 in connection with the deductible clause
in any blanket hazard insurance policy, such deposit shall be made from the Company's own funds, without reimbursement therefor;
(x) any amounts required to be deposited in the Custodial Account pursuant to Section 4.01, 4.13 or 6.02.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the extent
permitted by Section 6.01, need not be deposited by the Company in the Custodial Account. Any interest paid on funds deposited in
the Custodial Account by the depository institution shall accrue to the benefit of the Company and the Company shall be entitled to
retain and withdraw such interest from the Custodial Account pursuant to Section 4.05 (iv).
Section 4.05 Permitted Withdrawals From the Custodial Account.The Company may, from time to time, withdraw from the Custodial Account for the following purposes:
(i) to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Company's right to reimburse itself pursuant to this subclause (ii) being
limited to amounts received on the related Mortgage Loan which represent late collections (net of the related Servicing Fees) of
principal and/or interest respecting which any such advance was made, it being understood that, in the case of such reimbursement,
the Company's right thereto shall be prior to the rights of the Purchaser, except that, where the Company is required to repurchase a
Mortgage Loan, pursuant to Section 3.03 or Section 3.04, the Company's right to such reimbursement shall be subsequent to the payment
to the Purchaser of the Repurchase Price pursuant to such Section and all other amounts required to be paid to the Purchaser with
respect to such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing Fees, the Company's right to
reimburse itself pursuant to this subclause (iii) with respect to any Mortgage Loan being limited to related proceeds from
Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the relevant provisions of the FNMA Guides or
as otherwise set forth in this Agreement, it being understood that for those Mortgage Loans in foreclosure, Company shall recover for
Servicing Advances and Servicing Fees through the completion of foreclosure and disposition of the REO Property; such recovery shall
be made upon liquidation of the REO Property;
(iv) to pay to itself as part of its servicing compensation (a) any interest earned on funds in the Custodial Account
(all such interest to be withdrawn monthly not later than each Remittance Date), and (b) the Servicing Fee from that portion of any
payment or recovery as to interest with respect to a particular Mortgage Loan;
(v) to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant to Section 3.03 or Section
3.04 all amounts received thereon and not distributed as of the date on which the related repurchase price is determined,
(vi) to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;
(vii)to remove funds inadvertently placed in the Custodial Account by the Company; and
(vi) to clear and terminate the Custodial Account upon the termination of this Agreement.
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow
Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow
Accounts. The Escrow Account shall be an Eligible Account. Funds deposited in the Escrow Account may be drawn on by the Company in
accordance with Section 4.07. The creation of any Escrow Account shall be evidenced by a letter agreement in the form shown in
Exhibit C. The original of such letter agreement shall be furnished to the Purchaser on the Closing Date, and upon request to any
subsequent purchaser.
The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any
such items as required under the terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.
The Company shall make withdrawals from the Escrow Account only to effect such payments as are required under this
Agreement, and for such other purposes as shall be as set forth or in accordance with Section 4.07. The Company shall be entitled to
retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds
required by law to be paid to the Mortgagor and, to the extent required by law, the Company shall pay interest on escrowed funds to
the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest paid thereon is insufficient for such
purposes.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by Company only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, Primary Mortgage Insurance Policy
premiums, if applicable, fire and hazard insurance premiums, condominium assessments and comparable items;
(ii) to reimburse Company for any Servicing Advance made by Company with respect to a related Mortgage Loan but only from
amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be overages;
(iv) for transfer to the Custodial Account in accordance with the terms of this Agreement;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Company, or to the Mortgagor to the extent required by law, any interest paid on the funds deposited
in the Escrow Account;
(vii) to clear and terminate the Escrow Account on the termination of this Agreement. As part of its servicing duties, the
Company shall pay to the Mortgagors interest on funds in Escrow Account, to the extent required by law, and to the extent that
interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement
therefor; and
(viii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06.
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage Insurance Policies; Collections Thereunder.
With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the status of ground rents,
taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of
primary mortgage insurance premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges, including renewal premiums and shall effect payment thereof prior to the applicable penalty or termination
date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been estimated and accumulated by the Company in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage or applicable law. To the extent that the Mortgage does not provide for Escrow Payments, the Company
shall determine that any such payments are made by the Mortgagor at the time they first become due. The Company assumes full
responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of the
Mortgagor's faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own
funds to effect such payments.
The Company will maintain in full force and effect Primary Mortgage Insurance Policies issued by a Qualified Insurer with
respect to each Mortgage Loan for which such coverage is herein required. Such coverage will be terminated only with the approval of
Purchaser, or as required by applicable law or regulation. The Company will not cancel or refuse to renew any Primary Mortgage
Insurance Policy in effect on the Closing Date that is required to be kept in force under this Agreement unless a replacement Primary
Mortgage Insurance Policy for such canceled or nonrenewed policy is obtained from and maintained with a Qualified Insurer. The
Company shall not take any action which would result in non-coverage under any applicable Primary Mortgage Insurance Policy of any
loss which, but for the actions of the Company would have been covered thereunder. In connection with any assumption or substitution
agreement entered into or to be entered into pursuant to Section 6.01, the Company shall promptly notify the insurer under the
related Primary Mortgage Insurance Policy, if any, of such assumption or substitution of liability in accordance with the terms of
such policy and shall take all actions which may be required by such insurer as a condition to the continuation of coverage under the
Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is terminated as a result of such assumption or
substitution of liability, the Company shall obtain a replacement Primary Mortgage Insurance Policy as provided above.
In connection with its activities as Company, the Company agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the insurer under any Private Mortgage Insurance Policy in a timely fashion in accordance with the terms of such
Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Company under
any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.
Section 4.09 Transfer of Accounts.The Company may transfer the Custodial Account or the Escrow Account to a different Eligible Account from time to time.
Such transfer shall be made only upon obtaining the prior written consent of the Purchaser, which consent will not be unreasonably
withheld.
Section 4.10 Maintenance of Hazard Insurance.The Company shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as is
acceptable to FNMA or FHLMC and customary in the area where the Mortgaged Property is located in an amount which is equal to the
lesser of (i) the maximum insurable value of the improvements securing such Mortgage Loan or (ii) the greater of (a) the outstanding
principal balance of the Mortgage Loan, and (b) an amount such that the proceeds thereof shall be sufficient to prevent the Mortgagor
and/or the mortgagee from becoming a co-insurer. If required by the Flood Disaster Protection Act of 1973, as amended, each Mortgage
Loan shall be covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance
Administration in effect with an insurance carrier acceptable to FNMA or FHLMC, in an amount representing coverage not less than the
least of (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable value of the improvements securing
such Mortgage Loan or (iii) the maximum amount of insurance which is available under the Flood Disaster Protection Act of 1973, as
amended. If at any time during the term of the Mortgage Loan, the Company determines in accordance with applicable law and pursuant
to the FNMA Guides that a Mortgaged Property is located in a special flood hazard area and is not covered by flood insurance or is
covered in an amount less than the amount required by the Flood Disaster Protection Act of 1973, as amended, the Company shall notify
the related Mortgagor that the Mortgagor must obtain such flood insurance coverage, and if said Mortgagor fails to obtain the
required flood insurance coverage within forty-five (45) days after such notification, the Company shall immediately force place the
required flood insurance on the Mortgagor’s behalf. The Company shall also maintain on each REO Property, fire and hazard insurance
with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of
such property, and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance
in an amount as provided above. Any amounts collected by the Company under any such policies other than amounts to be deposited in
the Escrow Account and applied to the restoration or repair of the Mortgaged Property or REO Property, or released to the Mortgagor
in accordance with Accepted Servicing Practices, shall be deposited in the Custodial Account, subject to withdrawal pursuant to
Section 4.05. It is understood and agreed that no other additional insurance need be required by the Company of the Mortgagor or
maintained on property acquired in respect of the Mortgage Loan, other than pursuant to this Agreement, the FNMA Guides or such
applicable state or federal laws and regulations as shall at any time be in force and as shall require such additional insurance.
All such policies shall be endorsed with standard mortgagee clauses with loss payable to the Company and its successors and/or
assigns and shall provide for at least thirty days prior written notice of any cancellation, reduction in the amount or material
change in coverage to the Company. The Company shall not interfere with the Mortgagor's freedom of choice in selecting either his
insurance carrier or agent, provided, however, that the Company shall not accept any such insurance policies from insurance companies
unless such companies are Qualified Insurers.
Section 4.11 Maintenance of Mortgage ImpairmentInsurance Policy.
In the event that the Company shall obtain and maintain a blanket policy issued by an insurer acceptable to FNMA or FHLMC
insuring against hazard losses on all of the Mortgage Loans, then, to the extent such policy provides coverage in an amount equal to
the amount required pursuant to Section 4.10 and otherwise complies with all other requirements of Section 4.10, it shall
conclusively be deemed to have satisfied its obligations as set forth in Section 4.10, it being understood and agreed that such
policy may contain a deductible clause, in which case the Company shall, in the event that there shall not have been maintained on
the related Mortgaged Property or REO Property a policy complying with Section 4.10, and there shall have been a loss which would
have been covered by such policy, deposit in the Custodial Account the amount not otherwise payable under the blanket policy because
of such deductible clause. In connection with its activities as Company of the Mortgage Loans, the Company agrees to prepare and
present, on behalf of the Purchaser, claims under any such blanket policy in a timely fashion in accordance with the terms of such
policy. Upon request of the Purchaser, the Company shall cause to be delivered to the Purchaser a certified true copy of such policy
and shall use its best efforts to obtain a statement from the insurer thereunder that such policy shall in no event be terminated or
materially modified without thirty days' prior written notice to the Purchaser.
Section 4.12 Fidelity Bond, Errors and OmissionsInsurance.The Company shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with
broad coverage with responsible companies on all officers, employees or other persons acting in any capacity with regard to the
Mortgage Loan to handle funds, money, documents and papers relating to the Mortgage Loan. The Fidelity Bond shall be in the form of
the Mortgage Banker's Blanket Bond and shall protect and insure the Company against losses, including forgery, theft, embezzlement
and fraud of such persons. The errors and omissions insurance shall protect and insure the Company against losses arising out of
errors and omissions and negligent acts of such persons. Such errors and omissions insurance shall also protect and insure the
Company against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and the
release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision
of this Section 4.12 requiring the Fidelity Bond or errors and omissions insurance shall diminish or relieve the Company from its
duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and insurance policy shall be at
least equal to the corresponding amounts required by FNMA in the FNMA Guide. The Company shall deliver to the Purchaser a
certificate from the surety and the insurer as to the existence of the Fidelity Bond and errors and omissions insurance policy and
shall obtain a statement from the surety and the insurer that such Fidelity Bond or insurance policy shall in no event be terminated
or materially modified without thirty days' prior written notice to the Purchaser. The Company shall notify the Purchaser within
five business days of receipt of notice that such Fidelity Bond or insurance policy will be, or has been, materially modified or
terminated. The Purchaser (or any party having the status of Purchaser hereunder) and any subsidiary thereof and their successors or
assigns as their interests may appear must be named as loss payees on the Fidelity Bond and as additional insured on the errors and
omissions policy. Upon request by Purchaser, Company shall provide Purchaser with an insurance certificate certifying coverage under
this Section 4.12, and will provide an update to such certificate upon request, or upon renewal or material modification of coverage.
Section 4.13 Title, Management and Disposition of REO Property.
In the event that title to the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be taken in the name of the Purchaser or its designee, or in the event the Purchaser or its designee is not
authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected
under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name
of such Person or Persons as shall be consistent with an opinion of counsel obtained by the Company from an attorney duly licensed to
practice law in the state where the REO Property is located. Any Person or Persons holding such title other than the Purchaser shall
acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser.
The Company shall notify the Purchaser in accordance with the FNMA Guides of each acquisition of REO Property upon such
acquisition, together with a copy of the drive by appraisal or brokers price opinion of the Mortgaged Property obtained in connection
with such acquisition, and thereafter assume the responsibility for marketing such REO property in accordance with Accepted Servicing
Practices. Thereafter, the Company shall continue to provide certain administrative services to the Purchaser relating to such REO
Property as set forth in this Section 4.13. The fee for such administrative services shall be $1,500 to be paid upon liquidation of
the REO Property. No Servicing Fee shall be assessed on any REO Property from and after the date on which it becomes an REO
Property.
The Company shall, either itself or through an agent selected by the Company, and in accordance with the FNMA Guides manage,
conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other foreclosed
property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The
Company shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO
Property to be inspected at least monthly thereafter or more frequently as required by the circumstances. The Company shall make or
cause the Company to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and
copies thereof shall be forwarded by the Company to the Purchaser at Purchaser’s request.
The Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property
in any event within one year after title has been taken to such REO Property, unless the Company determines, and gives an appropriate
notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a
longer period than one (1) year is permitted under the foregoing sentence and is necessary to sell any REO Property, the Company
shall report monthly to the Purchaser as to the progress being made in selling such REO Property. No REO Property shall be marketed
for less than the Appraised Value, without the prior consent of Purchaser. No REO Property shall be sold for less than ninety five
percent (95%) of its Appraised Value, without the prior consent of Purchaser. All requests for reimbursement of Servicing Advances
shall be in accordance with the FNMA Guides. The disposition of REO Property shall be carried out by the Company at such price, and
upon such terms and conditions, as the Company deems to be in the best interests of the Purchaser (subject to the above conditions).
Company shall provide monthly reports to Purchaser in reference to the status of the marketing of the REO Properties.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the
Company as servicer of any such REO Property without payment of any termination fee with respect thereto, provided that the Company
shall on the date said termination takes effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to
Section 5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such
REO Property notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the
provisions of Section 11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to
such REO Property to the Purchaser or its designee.
Section 4.14 Notification of Maturity Date.
With respect to each Mortgage Loan, the Company shall execute and deliver to the Mortgagor any and all necessary notices
required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the maturity date if required under
applicable law.
ARTICLE VPAYMENTS TO THE PURCHASERSection 5.01 Distributions.
On each Remittance Date, the Company shall distribute by wire transfer of immediately available funds to the Purchaser (i)
all amounts credited to the Custodial Account as of the close of business on the preceding Determination Date, net of charges against
or withdrawals from the Custodial Account pursuant to Section 4.05, plus (ii) all Monthly Advances, if any, which the Company is
obligated to distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage Loan Remittance Rate on any Principal
Prepayment from the date of such Principal Prepayment through the end of the month for which disbursement is made provided that the
Company’s obligation as to payment of such interest shall be limited to the Servicing Fee earned during the month of the
distribution, minus (iv) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the
preceding Determination Date, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such
amounts. It is understood that, by operation of Section 4.04, the remittance on the first Remittance Date is to include principal
collected after the Cut-off Date through the preceding Determination Date plus interest, adjusted to the Mortgage Loan Remittance
Rate collected through such Determination Date exclusive of any portion thereof allocable to the period prior to the Cut-off Date,
with the adjustments specified in clauses (ii), (iii) and (iv) above.
With respect to any remittance received by the Purchaser after the Remittance Date, the Company shall pay to the Purchaser
interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus three
percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall cover the period
commencing with the day following the Business Day such payment was due and ending with the Business Day on which such payment is
made to the Purchaser, both inclusive. The payment by the Company of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Company.
Section 5.02 Statements to the Purchaser.The Company shall furnish to Purchaser an individual loan accounting report, as of the last Business Day of each month, in
the Company's assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With
respect to each month, the corresponding individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on a disk or tape or other computer-readable format in such format as may be mutually agreed upon
by both Purchaser and Company, and no later than the fifth Business Day of the following month in hard copy, which report, in hard
copy, shall be substantially in the form of Exhibit E, and shall contain the following:
(i) With respect to each Monthly Payment, the amount of such remittance allocable to principal (including a separate
breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or premiums, along with a
detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Monthly Payment, the amount of such remittance allocable to interest;
(iii) the amount of servicing compensation received by the Company during the prior distribution period;
(iv) the aggregate Stated Principal Balance of the Mortgage Loans;
(v) the aggregate of any expenses reimbursed to the Company during the prior distribution period pursuant to Section 4.05;
(vi) The number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent (1) 30 to 59 days, (2) 60 to
89 days, (3) 90 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been acquired; and
The Company shall also provide a trial balance, sorted in Purchaser's assigned loan number order, in the form of Exhibit E
hereto, with each such Report.
The Company shall prepare and file any and all information statements or other filings required to be delivered to any
governmental taxing authority or to Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Company shall provide Purchaser with such information concerning the Mortgage Loans as is
necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.
In addition, not more than 60 days after the end of each calendar year, the Company shall furnish to each Person who was a
Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable federal income
tax law as to the aggregate of remittances for the applicable portion of such year.
Section 5.03 Monthly Advances by the Company.
Not later than the close of business on the Business Day preceding each Remittance Date, the Company shall deposit in the
Custodial Account an amount equal to all payments not previously advanced by the Company, whether or not deferred pursuant to Section
4.01, of principal (due after the Cut-off Date) and interest not allocable to the period prior to the Cut-off Date, adjusted to the
Mortgage Loan Remittance Rate, which were due on a Mortgage Loan and delinquent at the close of business on the related Determination
Date.
The Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue through the last Monthly
Payment due prior to the payment in full of the Mortgage Loan, or through the Remittance Date prior to the date on which the
Mortgaged Property liquidates (including Insurance Proceeds, proceeds from the sale of REO Property or condemnation awards) with
respect to the Mortgage Loan unless the Company deems such advance to be nonrecoverable. In such event, the Company shall deliver to
the Purchaser an Officer's Certificate of the Company to the effect that an officer of the Company has reviewed the related Mortgage
File and has made the reasonable determination that any additional advances are nonrecoverable.
Section 5.04 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser pursuant to a deed-in-lieu
of foreclosure, the Company shall submit to the Purchaser a liquidation report with respect to such Mortgaged Property in a form
mutually acceptable to Company and Purchaser. The Company shall also provide reports on the status of REO Property containing such
information as Purchaser may reasonably require.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Assumption Agreements.The Company will, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of the
Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain
liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any
"due-on-sale" clause to the extent permitted by law; provided, however, that the Company shall not exercise any such rights if
prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such rights would impair or threaten to
impair any recovery under the related Primary Mortgage Insurance Policy, if any. If the Company reasonably believes it is unable
under applicable law to enforce such "due-on-sale" clause, the Company, with the approval of the Purchaser (such approval not to be
unreasonably withheld), will enter into an assumption agreement with the person to whom the Mortgaged Property has been conveyed or
is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by
applicable state law, the Mortgagor remains liable thereon. Where an assumption is allowed pursuant to this Section 6.01, the
Company, with the prior consent of the Purchaser and the primary mortgage insurer, if any, is authorized to enter into a substitution
of liability agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed pursuant to
which the original mortgagor is released from liability and such Person is substituted as mortgagor and becomes liable under the
related Mortgage Note. Any such substitution of liability agreement shall be in lieu of an assumption agreement. Purchaser shall be
deemed to have consented to any assumption for which Purchaser was given notification and requested to consent, but for which neither
a consent nor an objection was given by Purchaser within five Business Days of such notification.
In connection with any such assumption or substitution of liability, the Company shall follow the underwriting practices and
procedures of the FNMA Guides. With respect to an assumption or substitution of liability, the Mortgage Interest Rate borne by the
related Mortgage Note, the amount of the Monthly Payment and the maturity date may not be changed (except pursuant to the terms of
the Mortgage Note). If the credit of the proposed transferee does not meet such underwriting criteria, the Company diligently shall,
to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan.
The Company shall notify the Purchaser that any such substitution of liability or assumption agreement has been completed by
forwarding to the Purchaser the original of any such substitution of liability or assumption agreement, which document shall be added
to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof. All fees collected by the Company for entering into an assumption or
substitution of liability agreement shall belong to the Company.
Notwithstanding the foregoing paragraphs of this Section or any other provision of this Agreement, the Company shall not be
deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or any assumption which the Company may be restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 6.01, the term "assumption" is deemed to also include a sale of the Mortgaged Property subject to the
Mortgage that is not accompanied by an assumption or substitution of liability agreement.
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Company will immediately notify the Purchaser by a certification, which
certification shall include a statement to the effect that all amounts received or to be received in connection with such payment
which are required to be deposited in the Custodial Account pursuant to Section 4.04 have been or will be so deposited, of a
Servicing Officer and shall request delivery to it of the portion of the Mortgage File held by the Purchaser. The Purchaser shall no
later than five Business Days after receipt of such certification and request, release or cause to be released to the Company, the
related Mortgage Loan Documents and, upon its receipt of such documents, the Company shall promptly prepare and deliver to the
Purchaser the requisite satisfaction or release. No later than three Business Days following its receipt of such satisfaction or
release, the Purchaser shall deliver, or cause to be delivered, to the Company the release or satisfaction properly executed by the
owner of record of the applicable mortgage or its duly appointed attorney in fact. No expense incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account.
In the event the Company satisfies or releases a Mortgage without having obtained payment in full of the indebtedness
secured by the Mortgage or should it otherwise prejudice any right the Purchaser may have under the mortgage instruments, the
Company, upon written demand, shall remit within two Business Days to the Purchaser the then outstanding principal balance of the
related Mortgage Loan by deposit thereof in the Custodial Account. The Company shall maintain the Fidelity Bond and errors and
omissions insurance insuring the Company against any loss it may sustain with respect to any Mortgage Loan not satisfied in
accordance with the procedures set forth herein.
From time to time and as appropriate for the servicing or foreclosure of the Mortgage Loan, including for the purpose of
collection under any Primary Mortgage Insurance Policy, the Purchaser shall, upon request of the Company and delivery to the
Purchaser of a servicing receipt signed by a Servicing Officer, release the portion of the Mortgage File held by the Purchaser to the
Company. Such servicing receipt shall obligate the Company to return the related Mortgage documents to the Purchaser when the need
therefor by the Company no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Custodial Account or the Mortgage File or such document has been delivered to an attorney,
or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Company has delivered to the
Purchaser a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or
such document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer
stating that such Mortgage Loan was liquidated, the servicing receipt shall be released by the Purchaser to the Company.
Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Company shall be entitled to withdraw from the Custodial Account (to the
extent of interest payments collected on the Mortgage Loans) or to retain from interest payments collected on the Mortgage Loans, the
amounts provided for as the Company's Servicing Fee, subject to payment of compensating interest on Principal Prepayments as capped
by the Servicing Fee pursuant to Section 5.01 (iii). Additional servicing compensation in the form of assumption fees, as provided
in Section 6.01, and late payment charges and other ancillary fees shall be retained by the Company to the extent not required to be
deposited in the Custodial Account. No Servicing Fee shall be payable in connection with partial Monthly Payments. The Company
shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled
to reimbursement therefor except as specifically provided for.
Section 6.04 Annual Statement as to Compliance.The Company will deliver to the Purchaser as of September 30th of each year, beginning with 2001, an Officers' Certificate
stating, as to each signatory thereof, that (i) a review of the activities of the Company during the preceding fiscal year and of
performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge,
based on such review, the Company has fulfilled all of its obligations under this Agreement throughout such year, or, if there has
been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and
status of cure provisions thereof. Copies of such statement shall be provided by the Company to the Purchaser upon request.
Section 6.05 Annual Independent Certified Public Accountants' Servicing Report.
Within one hundred twenty (120) days of Company's fiscal year end the Company at its expense shall cause a firm of
independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to
the Purchaser to the effect that such firm has examined certain documents and records relating to the Company's servicing of mortgage
loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which
agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in the uniform single
audit program for mortgage bankers, such firm is of the opinion that the Company's servicing has been conducted in compliance with
the agreements examined pursuant to this Section 6.05, except for (i) such exceptions as such firm shall believe to be immaterial,
and (ii) such other exceptions as shall be set forth in such statement. Copies of such statement shall be provided by the Company to
the Purchaser. In addition, on an annual basis, Company shall provided Purchaser with copies of its audited financial statements
upon execution by Purchaser of an agreement to keep confidential the contents of such financial statements.
Section 6.06 Purchaser's Right to Examine Company Records.
The Purchaser shall have the right to examine and audit upon reasonable notice to the Company, during business hours or at
such other times as might be reasonable under applicable circumstances, any and all of the books, records, documentation or other
information of the Company, or held by another for the Company or on its behalf or otherwise, which relates to the performance or
observance by the Company of the terms, covenants or conditions of this Agreement.
The Company shall provide to the Purchaser and any supervisory agents or examiners representing a state or federal
governmental agency having jurisdiction over the Purchaser, including but not limited to OTS, FDIC and other similar entities, access
to any documentation regarding the Mortgage Loans in the possession of the Company which may be required by any applicable
regulations. Such access shall be afforded without charge, upon reasonable request, during normal business hours and at the offices
of the Company, and in accordance with the federal government, FDIC, OTS, or any other similar regulations.
ARTICLE VII
REPORTS TO BE PREPARED BY COMPANY
Section 7.01 Company Shall Provide Information as Reasonably Required.The Company shall furnish to the Purchaser during the term of this Agreement, such periodic, special or other reports,
information or documentation, whether or not provided for herein, as shall be necessary, reasonable or appropriate in respect to the
Purchaser, or otherwise in respect to the Mortgage Loans and the performance of the Company under this Agreement, including any
reports, information or documentation reasonably required to comply with any regulations regarding any supervisory agents or
examiners of the Purchaser all such reports or information to be as provided by and in accordance with such applicable instructions
and directions as the Purchaser may reasonably request in relation to this Agreement or the performance of the Company under this
Agreement. The Company agrees to execute and deliver all such instruments and take all such action as the Purchaser, from time to
time, may reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.
In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective purchaser audited
financial statements of the Company for the most recently completed two (2) fiscal years for which such statements are available, as
well as a Consolidated Statement of Condition at the end of the last two (2) fiscal years covered by any Consolidated Statement of
Operations. If it has not already done so, the Company shall furnish promptly to the Purchaser or a prospective purchaser copies of
the statements specified above; provided, however, that prior to furnishing such statements or information to any prospective
purchaser, the Company may require such prospective purchaser to execute a confidentiality agreement in a form satisfactory to the
Company.
The Company shall make reasonably available to the Purchaser or any prospective Purchaser a knowledgeable financial or
accounting officer for the purpose of answering questions and to permit any prospective purchaser to inspect the Company’s servicing
facilities for the purpose of satisfying such prospective purchaser that the Company has the ability to service the Mortgage Loans as
provided in this Agreement.
ARTICLE VIII
THE COMPANYSection 8.01 Indemnification; Third Party Claims.The Company agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in
any way related to the failure of the Company to observe and perform its duties, obligations, covenants, and agreements to service
the Mortgage Loans in strict compliance with the terms of this Agreement. Each of Company agrees to indemnify the Purchaser and hold
it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and
any other costs, fees and expenses that the Purchaser may sustain in any way related to the breach of a representation or warranty
set forth in Sections 3.01 or 3.02 of this Agreement. The Company shall immediately notify the Purchaser if a claim is made by a
third party against Company with respect to this Agreement or the Mortgage Loans, assume (with the consent of the Purchaser) the
defense of any such claim and pay all expenses in connection therewith, including counsel fees, whether or not such claim is settled
prior to judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in
respect of such claim. The Company shall follow any written instructions received from the Purchaser in connection with such claim.
The Purchaser shall promptly reimburse the Company for all amounts advanced by them pursuant to the two preceding sentences except
when the claim relates to the failure of the Company to service and administer the Mortgages in strict compliance with the terms of
this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or
willful misconduct of Company. The provisions of this Section 8.01 shall survive termination of this Agreement.
Section 8.02 Merger or Consolidation of the Company.The Company will keep in full effect its existence, rights and franchises as a federal savings bank under federal law
except as permitted herein, and will obtain and preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or
any of the Mortgage Loans and to perform its duties under this Agreement.
Any Person into which the Company may be merged or consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any Person succeeding to the business of the Company whether or not related
to loan servicing, shall be the successor of the Company hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or
surviving Person shall be an institution (i) having a GAAP net worth of not less than $25,000,000, (ii) the deposits of which are
insured by the FDIC, SAIF and/or BIF, or which is a HUD-approved mortgagee whose primary business is in origination and servicing of
first lien mortgage loans, and (iii) who is a FNMA or FHLMC approved Seller/Servicer in good standing.
Section 8.03 Limitation on Liability of the Company and Others.
Neither the Company nor any of the officers, employees or agents of the Company shall be under any liability to the
Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment made in good faith; provided, however, that this provision shall not protect the Company or any such person
against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any
standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of negligence, bad faith or
willful misconduct, or any breach of the terms and conditions of this Agreement. The Company and any officer, employee or agent of
the Company may rely in good faith on any document of any kind prima facie properly executed and submitted by the Purchaser
respecting any matters arising hereunder. The Company shall not be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its
reasonable opinion may involve it in any expenses or liability; provided, however, that the Company may, with the consent of the
Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties
of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities for which the Purchaser will be liable, and the Company shall be entitled to be reimbursed
therefor from the Purchaser upon written demand.
Section 8.04 Company Not to Assign or Resign.The Company shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual
consent of the Company and the Purchaser or upon the determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by the Company. Any such determination permitting the resignation of the Company
shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and
substance acceptable to the Purchaser. No such resignation shall become effective until a successor shall have assumed the Company's
responsibilities and obligations hereunder in the manner provided in Section 11.01.
Section 8.05 No Transfer of Servicing.
With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the Purchaser has
acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel, records and
procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality
of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties
hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the
prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion.
Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this
Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying
the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to
terminate this Agreement as set forth in Section 10.02, without any payment of any penalty or damages and without any liability
whatsoever to the Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or
any third party.
ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
In case one or more of the following Events of Default by the Company shall occur and be continuing, that is to say:
(i) any failure by the Company to remit to the Purchaser any payment required to be made under the terms of this Agreement
which continues unremedied for a period of two Business Days after the earlier of the date upon which written notice of such failure,
requiring the same to be remedied, shall have been given to the Company by the Purchaser or the date upon which such non-payment is
discovered by Company; or
(ii) failure on the part of the Company duly to observe or perform in any material respect any other of the covenants or
agreements on the part of the Company set forth in this Agreement which continues unremedied for a period of thirty days (except that
such number of days shall be fifteen in the case of a failure to pay any premium for any insurance policy required to be maintained
under this Agreement) after the date on which written notice of such failure, requiring the same to be remedied, shall have been
given to the Company by the Purchaser; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a
conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Company and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty days; or
(iv) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy,
readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Company or of or relating to
all or substantially all of its property; or
(v) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(vi) Company ceases to be approved by both FNMA and FHLMC as a mortgage loan Company and Company for more than thirty days;
or
(vii) the Company attempts to assign its right to servicing compensation hereunder or the Company attempts, without the
consent of the Purchaser, to sell or otherwise dispose of all or substantially all of its property or assets or to assign this
Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof; or
(viii) the Company ceases to be (a) licensed to service first lien residential mortgage loans in any jurisdiction in which
a Mortgaged Property is located and such licensing is required, and (b) qualified to transact business in any jurisdiction where it
is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Company's ability to
perform its obligations hereunder; or
(ix) the Company fails to meet the eligibility criteria set forth in the last sentence of Section 8.02.
Then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice
in writing to the Company may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or
equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Company
under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same. On or
after the receipt by the Company of such written notice, all authority and power of the Company under this Agreement, whether with
respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section 11.01. Upon
written request from the Purchaser, the Company shall prepare, execute and deliver, any and all documents and other instruments,
place in such successor's possession all Mortgage Files, and do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage
Loans and related documents, or otherwise, at the Company's sole expense. The Company agrees to cooperate with the Purchaser and such
successor in effecting the termination of the Company's responsibilities and rights hereunder, including, without limitation, the
transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Company to the
Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.
Section 9.02 Waiver of Defaults.
The Purchaser may waive only by written notice any default by the Company in the performance of its obligations hereunder
and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent
or other default or impair any right consequent thereon except to the extent expressly so waived in writing.
ARTICLE X
TERMINATION
Section 10.01 Termination.
The respective obligations and responsibilities of the Company shall terminate upon: (i) the later of the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage Loan or the disposition of all REO Property and the
remittance of all funds due hereunder; or (ii) by mutual consent of the Company and the Purchaser in writing; or (iii) termination
with or without cause under the terms of this Agreement.
Section 10.02 Termination Without Cause.
The Purchaser may, at its sole option, terminate any rights the Company may have hereunder, without cause, upon no less than
90 days written notice. Any such notice of termination shall be in writing and delivered to the Company as provided in Section 11.05
of this Agreement. In the event of such termination, the Purchaser agrees to pay, as liquidated damages, a sum equal to three
percent (3.0%) of the aggregate unpaid principal balance of the Mortgage Loans.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Successor to the Company.
Prior to termination of Company's responsibilities and duties under this Agreement pursuant to Sections 4.13, 8.04, 9.01,
10.01 (ii) or (iii) or 10.02, the Purchaser shall (i) succeed to and assume all of the Company's responsibilities, rights, duties and
obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 8.02 hereof and which
shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior
to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment
and assumption, the Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as
the Purchaser and such successor shall agree. In the event that the Company's duties, responsibilities and liabilities under this
Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge such duties and responsibilities
during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of
diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair
or prejudice the rights or financial condition of its successor. The resignation or removal of Company pursuant to the
aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall in no
event relieve the Company of the representations and warranties made pursuant to Sections 3.01, 3.02 and 3.03 and the remedies
available to the Purchaser thereunder and under Section 8.01, it being understood and agreed that the provisions of such Sections
3.01, 3.02, 3.03 and 8.01 shall be applicable to the Company notwithstanding any such resignation or termination of the Company, or
the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Purchaser an
instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement.
Any termination or resignation of the Company or this Agreement pursuant to Section 4.13, 8.04, 9.01, 10.01, or 10.02 shall not
affect any claims that the Purchaser may have against the Company arising prior to any such termination or resignation.
The Company shall promptly deliver to the successor the funds in the Custodial Account and the Escrow Account and the
Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company
shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely
vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. The
successor shall make arrangements as it may deem appropriate to reimburse the Company for unrecovered Servicing Advances which the
successor retains hereunder and which would otherwise have been recovered by the Company pursuant to this Agreement but for the
appointment of the successor Company.
Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Purchaser of such appointment.
Section 11.02 Amendment.
This Agreement may be amended from time to time by the Company and the Purchaser by written agreement signed by the Company
and the Purchaser.
Section 11.03 Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for
real property records in all the counties or other comparable jurisdictions in which any of the properties subject to the Mortgages
are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Company at
the Company's expense on direction of the Purchaser accompanied by an opinion of counsel to the effect that such recordation
materially and beneficially affects the interest of the Purchaser or is necessary for the administration or servicing of the Mortgage
Loans.
Section 11.04 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York except to the extent
preempted by Federal law. The obligations, rights and remedies of the parties hereunder shall be determined in accordance with such
laws.
Section 11.05 Notices.
Any demands, notices or other communications permitted or required hereunder shall be in writing and shall be deemed
conclusively to have been given if personally delivered at or mailed by registered mail, postage prepaid, and return receipt
requested or certified mail, return receipt requested, or transmitted by telex, telegraph or telecopier and confirmed by a similar
mailed writing, as follows:
(i) if to the Company:
Chevy Chase Bank, F.S.B.
7700 Old Georgetown Road
Bethesda, MD20814
Attention: Michael Drayne
With copy to:
Kim Sheftall Humphries Esq.
Associate General Counsel
8401 Connecticut Avenue
Chevy Chase, MD20815
(ii) if to the Purchaser:
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irvine, Texas75038
Attention: Edward Raice
with copy to: General Counsel
or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice or communication
hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced,
in the case of registered or certified mail, by the date noted on the return receipt).
Section 11.06 Severability of Provisions.
Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or
unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held
to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the
extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable
any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party
of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good faith, to develop a
structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such
invalidity.
Section 11.07 Exhibits.
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.
Section 11.08 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the
plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles;
(iii) references herein to "Articles", "Sections", Subsections", "Paragraphs", and other subdivisions without reference to
a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in
the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
(v) the words "herein", "hereof ", "hereunder" and other words of similar import refer to this Agreement as a
whole and not to any particular provision;
(vi) the term "include" or "including" shall mean without limitation by reason of enumeration; and
(viii) headings of the Articles and Sections in this Agreement are for reference purposes only and shall not be deemed to
have any substantive effect.
Section 11.09 Reproduction of Documents.
This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and modifications
which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial statements, certificates
and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence.
Section 11.10 Confidentiality of Information.
Each party recognizes that, in connection with this Agreement, it may become privy to non-public information regarding the
financial condition, operations and prospects of the other party. Each party agrees to keep all non-public information regarding the
other party strictly confidential, and to use all such information solely in order to effectuate the purpose of the Agreement,
provided that each party may provide confidential information to its employees, agents and affiliates who have a need to know such
information in order to effectuate the transaction, provided further that such information is identified as confidential non-public
information. In addition, confidential information may be provided to a regulatory authority with supervisory power over Purchaser,
provided such information is identified as confidential non-public information.
Section 11.11 Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, each of the Assignments of Mortgage is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the Mortgaged
Properties are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected at the
[Purchaser’s] expense in the event recordation is either necessary under applicable law or requested by the Purchaser at its sole
option.
Section 11.12 Assignment by Purchaser.
The Purchaser shall have the right, without the consent of the Company or the Company hereof, to assign, in whole or in part, its
interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of
the Purchaser hereunder, by executing an Assignment and Assumption Agreement substantially in the form of Exhibit D hereto and the
assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. In
no event shall Purchaser sell a partial interest in any Mortgage Loan without the written consent of Company, which consent shall not
be unreasonably denied. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee.
However, in no event shall there be more than three (3) Persons at any given time having the status of "Purchaser" hereunder.
Section 11.13 No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto
and the services of the Company shall be rendered as an independent contractor and not as agent for Purchaser.
Section 11.14 Execution: Successors and Assigns.
This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts,
each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same
agreement. Subject to Section 8.04, this Agreement shall inure to the benefit of and be binding upon the Company and the Purchaser
and their respective successors and assigns.
Section 11.15 Entire Agreement.The Company acknowledges that no representations, agreements or promises were made to the Company by the Purchaser or any of
its employees other than those representations, agreements or promises specifically contained herein. This Agreement sets forth the
entire understanding between the parties hereto and shall be binding upon all successors of both parties. In the event of any
inconsistency between the Purchase Price and Terms Letter and this Agreement, this Agreement shall control.
Section 11.16. No Solicitation.
From and after the Closing Date, the Company agrees that it will not take any action or permit or cause any action to be
taken by any of its agents or affiliates, or by any independent contractors on the Company's behalf, to personally, by telephone or
mail, solicit the borrower or obligor under any Mortgage Loan to refinance the Mortgage Loan, in whole or in part, without the prior
written consent of the Purchaser. Notwithstanding the foregoing, it is understood and agreed that promotions undertaken by the
Company or any affiliate of the Company which are directed to the general public at large, or segments thereof, provided that no
segment shall consist primarily of the Mortgage Loans, including, without limitation, mass mailing based on commercially acquired
mailing lists, newspaper, radio and television advertisements shall not constitute solicitation under this Section 11.16. This
Section 11.16 shall not be deemed to preclude the Company or any of its affiliates from soliciting any Mortgagor for any other
financial products or services.
Section 11.17. Closing.
The closing for the purchase and sale of the Mortgage Loans shall take place on the Closing Date. The closing shall be
either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties
shall agree.
The closing for the Mortgage Loans to be purchased on the Closing Date shall be subject to each of the following conditions:
(a) at least one (1) Business Day prior to the Closing Date, the Company shall deliver to the Purchaser a magnetic
diskette, or transmit by modem, a listing on a loan-level basis of the information contained in the Mortgage Loan Schedule;
(b) all of the representations and warranties of the Company and Company under this Agreement shall be materially true
and correct as of the Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a
material default under this Agreement;
(c) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all documents
required pursuant to this Agreement, an opinion of counsel and an officer's certificate, all in such forms as are agreed upon and
acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof;
(d) the Company shall have delivered and released to the Purchaser (or its designee) on or prior to the Closing Date all
documents required pursuant to the terms of this Agreement; and
(e) all other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been materially
complied with.
Subject to the foregoing conditions, the Purchaser shall pay to the Company on the Closing Date the Purchase Price, plus
accrued interest pursuant to Section 2.02 of this Agreement, by wire transfer of immediately available funds to the account
designated by the Company.
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the Closing Date, on
one or more dates (each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more pass-through transfers (each, a
"Pass-Through Transfer");
however, in no event shall there be more than three (3) persons at any given time having the status of "Purchaser" hereunder.
The Company agrees to execute in connection with any agreements between the Purchaser and the Company in connection with a
Whole Loan Transfer, a Company's warranties and servicing agreement or a participation and servicing agreement or similar agreement
in form and substance reasonably acceptable to the parties, and in connection with a Pass-Through Transfer, a pooling and servicing
agreement in form and substance reasonably acceptable to the parties, (collectively the agreements referred to herein are designated,
the "Reconstitution Agreements"). It is understood that any such Reconstitution Agreements will not contain any greater obligations
on the part of Company than are contained in this Agreement.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Purchaser, the Company agrees
(1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence
procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser; (3) to restate the
representations and warranties set forth in this Agreement (provided that with respect to those representations and warranties set
forth in Section 3.02, the Company shall only restate those representations and warranties that relate in any way to the Mortgage
Loan (or any set of facts with respect thereto) as of origination and any representations and warranties that relate to the servicing
of such Mortgage Loan as of the settlement or closing date in connection with such Reconstitution (each, a "Reconstitution Date").
In that connection, the Company shall provide to such Company or issuer, as the case may be, and any other participants in such
Reconstitution: (i) any and all information and appropriate verification of information which may be reasonably available to the
Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall
request upon reasonable demand; and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from
auditors, and certificates of public officials or officers of the Company as are reasonably agreed upon by the Company and the
Purchaser or any such other participant. The Purchaser shall be responsible for the costs relating to the delivery of such
information.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance
with the terms of, this Agreement, and with respect thereto this Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Company, and the Purchaser have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION
Purchaser
By:________________________
Name: Edward Raice
Title: President
CHEVY CHASE BANK, F.S.B.
Company
By: _______________________
Name:
Title:
EXHIBIT A
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available
for inspection by the Purchaser, and which shall be retained by the Company in the Servicing File or delivered to the Purchaser or
its designee pursuant to Sections 2.04 and 2.05 of the Purchase, Warranties and Servicing Agreement.
1. The original Mortgage Note endorsed "Pay to the order of ____________________________________________________, without
recourse," and signed in the name of the Company by an authorized officer, with all intervening endorsements showing a complete
chain of title from the originator to the Company, together with any applicable riders. If the Mortgage Loan was acquired by the
Company in a merger, the endorsement must be by "[Company], successor by merger to the [name of predecessor]". If the Mortgage Loan
was acquired or originated by the Company while doing business under another name, the endorsement must be by "[Company] formerly
known as [previous name]". In the event that the original Mortgage Note is lost, a lost note affidavit may be provided.
2. The original Mortgage (together with a standard adjustable rate mortgage rider) with evidence of recording thereon, or a
copy thereof certified by the public recording office in which such mortgage has been recorded or, if the original Mortgage has not
been returned from the applicable public recording office, a true certified copy, certified by the Company.
3. The original or certified copy, certified by the Company, of the Primary Mortgage Insurance Policy, if required.
4. The original Assignment, from the Company to _____________________________________, or in accordance with
Purchaser's instructions, which assignment shall, but for any blanks requested by Purchaser, be in form and substance acceptable for
recording. If the Mortgage Loan was acquired or originated by the Company while doing business under another name, the Assignment
must be by "[Company] formerly known as [previous name]".
5. The original policy of title insurance, including riders and endorsements thereto, or if the policy has not yet been
issued, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company.
6. Originals of all recorded intervening Assignments, or copies thereof, certified by the public recording office in
which such Assignments have been recorded showing a complete chain of title from the originator to the Company, with evidence of
recording thereon, or a copy thereof certified by the public recording office in which such Assignment has been recorded or, if the
original Assignment has not been returned from the applicable public recording office, a true certified copy, certified by the
Company.
7. Originals, or copies thereof certified by the public recording office in which such documents have been recorded, of
each assumption, extension, modification, written assurance or substitution agreements, if applicable, or if the original of such
document has not been returned from the applicable public recording office, a true certified copy, certified by the Company.
8. If the Mortgage Note or Mortgage or any other material document or instrument relating to the Mortgage Loan has been
signed by a person on behalf of the Mortgagor, the original or copy of power of attorney or other instrument that authorized and
empowered such person to sign bearing evidence that such instrument has been recorded, if so required in the appropriate jurisdiction
where the Mortgaged Property is located, or a copy thereof certified by the public recording office in which such instrument has been
recorded or, if the original instrument has not been returned from the applicable public recording office, a true certified copy,
certified by the Company.
9. Mortgage Loan closing statement (Form HUD-1) and any other truth-in-lending or real estate settlement procedure
forms required by law.
10. Residential loan application.
11. Uniform underwriter and transmittal summary (FNMA Form 1008) or reasonable equivalent.
12. Credit report on the mortgagor.
13. Business credit report, if applicable.
14. Residential appraisal report and attachments thereto.
15. The original of any guarantee executed in connection with the Mortgage Note.
16. Verification of employment and income except for Mortgage Loans originated under a Limited Documentation Program,
all in accordance with Company's underwriting guidelines.
17. Verification of acceptable evidence of source and amount of down payment, in accordance with Company's underwriting
guidelines.
18. Photograph of the Mortgaged Property (may be part of appraisal).
19. Survey of the Mortgaged Property, if any.
20. Sales contract, if applicable.
21. If available, termite report, structural engineer’s report, water portability and septic certification.
22. Any original security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.
23. Name affidavit, if applicable.
Notwithstanding anything to the contrary herein, Company may provide one certificate for all of the Mortgage Loans
indicating that the documents were delivered for recording.
EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
________________
To: Chevy Chase Bank, F.S.B.
_____________________
_____________________
(the "Depository")
As "Company" under the Purchase, Warranties and Servicing Agreement, dated as of ________________,2001 Whole Loan Series
2001 _____ (the "Agreement"), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section
4.04 of the Agreement, to be designated as " Chevy Chase Bank, F.S.B., in trust for the [Purchaser], Owner of Whole Loan Series 2001
______". All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This letter is
submitted to you in duplicate. Please execute and return one original to us.
CHEVY CHASE BANK, F.S.B.
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above described account has been established under Account
Number _____________ at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided
above.
CHEVY CHASE BANK, F.S.B.
By:____________________________
Name:__________________________
Title:_________________________
EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
______________
To: Chevy Chase Bank, F.S.B.
_____________________
_____________________
(the "Depository")
As “Company” under the Purchase Warranties and Servicing Agreement, dated as of ________________, 2001 Whole Loan Series
2001 _____ (the "Agreement"), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section
4.06 of the Agreement, to be designated as " Chevy Chase Bank, F.S.B., in trust for the [Purchaser], Owner of Whole Loan Series 2001
______, and various Mortgagors." All deposits in the account shall be subject to withdrawal therefrom by order signed by the
Company. This letter is submitted to you in duplicate. Please execute and return one original to us.
CHEVY CHASE BANK, F.S.B.
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above described account has been established under Account
Number __________________ , at the office of the depository indicated above, and agrees to honor withdrawals on such account as
provided above.
CHEVY CHASE BANK, F.S.B.
By:______________________________
Name:____________________________
Title:___________________________
EXHIBIT D
FORM OF ASSIGNMENT AND ASSUMPTION
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated ___________________,between__________________,a
_____________________corporation("Assignor"),and_____________________, a __________________ corporation ("Assignee"):
For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of
which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:
1. The Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor, as
Purchaser, in, to and under (a) those certain Mortgage Loans listed on Exhibit A attached hereto (the "Mortgage Loans") and (b) that
certain Purchase, Warranties and Servicing Agreement, Whole Loan Series 2001 ______ (the "Purchase, Warranties and ServicingAgreement"), dated as of ___________________, 2001 by and among _______________________________("Purchaser"), and Chevy Chase Bank,
F.S.B. (the "Company") with respect to the Mortgage Loans.
The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in,
to and under and all obligations of the Assignor with respect to any mortgage loans subject to the Purchase, Warranties and Servicing
Agreement which are not the Mortgage Loans set forth on Exhibit A attached hereto and are not the subject of this Assignment and
Assumption Agreement.
2. The assignor warrants and represents to, and covenants with, the Assignee that:
a. The Assignor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans
free from any and all claims and encumbrances whatsoever;
b. The Assignor has not received notice or, and has no knowledge of, any offsets, counterclaims or other
defenses available to the Company with respect to the Purchase, Warranties and Servicing Agreement or the Mortgage Loans;
c. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification
of, the Purchase, Warranties and Servicing Agreement or the Mortgage Loans, including without limitation the transfer of the
servicing obligations under the Purchase, Warranties and Servicing Agreement. The Assignor has no knowledge of, and has not received
notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under or defaults
under, the Purchase, Warranties and Servicing Agreement, or the Mortgage Loans; and
d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise
disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar
security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any
other similar security with, any person in any manner, or made by general solicitation by means of general advertising or in any
other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933
(the "1933 Act") or which would render the disposition of the Mortgage Loans a violation of Section 5 of the 1933 Act or require
registration pursuant thereto.
3. The Assignee warrants and represents to, and covenants with, the Assignor and the Company that:
a. The Assignee is a corporation duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all requisite corporate power and authority to acquire, own and purchase the Mortgage
Loans;
b. The Assignee has full corporate power and authority to execute, deliver and perform under this Assignment
and Assumption Agreement, and to consummate the transactions set forth herein. The execution, delivery and performance of the
Assignee of this Assignment and Assumption Agreement, and the consummation by it of the transactions contemplated hereby, have been
duly authorized by all necessary corporate action of the Assignee. This Assignment and Assumption Agreement has been duly executed
and delivered by the Assignee and constitutes the valid and legally binding obligation of the Assignee enforceable against the
Assignee in accordance with its respective terms;
c. To the best of Assignee's knowledge, no material consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignee in connection
with the execution, delivery or performance by the Assignee of this Assignment and Assumption Agreement, or the consummation by it of
the transactions contemplated hereby;
d. The Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the
Purchase, Warranties and Servicing Agreement and the Mortgage Loans, and from and after the date hereof, the Assignee assumes for the
benefit of each of the Company and the Assignor all of the Assignor's obligations as Purchaser thereunder, with respect to the
Mortgage Loans;
e. The Assignee understands that the Mortgage Loans have not been registered under the 1933 Act or the
securities laws of any state;
f. The purchase price being paid by the Assignee for the Mortgage Loans is in excess of $250,000 and will be paid
by cash remittance of the full purchase price within sixty (60) days of the sale;
g. The Assignee is acquiring the Mortgage Loans for investment for its own account only and not for any other
person;
h. The Assignee considers itself a substantial, sophisticated institutional investor having such knowledge and
financial and business matters that it is capable of evaluating the merits and the risks of investment in the Mortgage Loans;
i. The Assignee has been furnished with all information regarding the Mortgage Loans that it has requested
from the Assignor or the Company;
j. Neither the Assignee nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise
disposed of the Mortgage Loans, an interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar
security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any
other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any
other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the 1933 Act or which would
render the disposition of the Mortgage Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor
will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and
k. Either: (1) the Assignee is not an employee benefit plan ("Plan") within the meaning of section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") or a plan (also "Plan") within the meaning of section
4975(e)(1) of the Internal Revenue Code of 1986 ("Code"), and the Assignee is not directly or indirectly purchasing the Mortgage
Loans on behalf of, investment manager of, as named fiduciary of, as Trustee of, or with assets of, a Plan; or (2) the Assignee's
purchase of the Mortgage Loans will not result in a prohibited transaction under section 406 of ERISA or section 4975 of the Code.
Distributions shall be made by wire transfer of immediately available funds to _____________________________
for the account of _________________________________________
account number ___________________________________________________. Applicable statements should be mailed to ____________________
_____________________________________________________________.
The Assignor's address for purposes for all notices and correspondence related to the Mortgage Loans and this Agreement is:
________________________________________
________________________________________
Attention: ______________________________
IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption to be executed by their duly authorized officers
as of the date first above written.
_____________________________ _________________________
Assignor Assignee
By:______________________ By:___________________________
Its:_____________________ Its:__________________________
Taxpayer Identification Taxpayer Identification
Number:__________________ Number:_______________________
Acknowledged:
Chevy Chase Bank, F.S.B.
By:___________________________
Its:__________________________
EXHIBIT G
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
RE: Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________
Pursuant to a Purchase, Warranties and Servicing Agreement (the "Agreement") between the Company, the Company and the Purchaser, the
undersigned hereby certifies that he or she is an officer of the Company requesting release of the documents for the reason specified
below. The undersigned further certifies that:
(Check one of the items below)
_____ On _________________, the above captioned mortgage loan was paid in full or that the Company has been
notified that payment in full has been or will be escrowed. The Company hereby certifies that all
amounts with respect to this loan which are required under the Agreement have been or will be
deposited in the Custodial Account as required.
_____ The above captioned loan is being repurchased pursuant to the terms of the Agreement. The
Company hereby certifies that the repurchase price has been credited to the Custodial
Account as required under the Agreement.
_____ The above captioned loan is being placed in foreclosure and the original documents are required to
proceed with the foreclosure action. The Company hereby certifies that the documents will be
returned to the Purchaser in the event of reinstatement.
_____ Other (explain)
_______________________________________________________
_______________________________________________________
All capitalized terms used herein and not defined shall have the meanings assigned to them in the Agreement.
Based on this certification and the indemnities provided for in the Agreement, please release to the Company all original
mortgage documents in your possession relating to this loan.
Dated:_________________
By:________________________________
Signature
___________________________________
Title
Send documents to: _____________________________________________
_____________________________________________
_____________________________________________
Acknowledgement:
Purchaser hereby acknowledges that all original documents previously released on the above captioned mortgage loan have
been returned and received by the Purchaser.
Dated:________________
By:________________________________
Signature
_______________________________
Title
AMENDMENT NUMBER TWO
to the
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of January 31, 2006
between
EMC MORTGAGE CORPORATION,
as Purchaser
and
CHEVY CHASE BANK, F.S.B,
as Company
This AMENDMENT NUMBER TWO (this “Amendment”) is made and entered into this 31st day of January, 2006, by and between EMC
Mortgage Corporation, a Delaware corporation, as purchaser (the “Purchaser”) and Chevy Chase Bank, F.S.B., as company (the “Company”)
in connection with the Purchase, Warranties and Servicing Agreement, dated as of July 1, 2001, between the above mentioned parties
(the “Agreement”). This Amendment is made pursuant to Section 11.02 of the Agreement.
RECITALS
WHEREAS, the parties hereto have entered into the Agreement;
WHEREAS, the Agreement provides that the parties thereto may enter into an amendment to the Agreement;
WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment; and
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Agreement
or Regulation AB as applicable.
2. Article I of the Agreement is hereby amended effective as of the date hereof by adding the following definitions to
Section 1.01:
Commission or SEC: The Securities and Exchange Commission.
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction and as
identified in writing to the Company as the depositor for such Securitization Transaction.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Master Servicer: With respect to any Securitization Transaction, the “master servicer,” if any, identified in the related
transaction documents and as identified in writing to the Company as the depositor for such Securitization Transaction.
Nonrecoverable Advance: Any portion of a Monthly Advance or Servicing Advance previously made or proposed to be made by the
Company pursuant to this Agreement, that, in the good faith judgment of the Company, will not or, in the case of a proposed advance,
would not, be ultimately recoverable by it from the related Mortgagor or the related Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds or otherwise with respect to the related Mortgage Loan.
Originator: A bank, savings and loan, or mortgage banker that creates a mortgage secured by a borrower’s residential real
property and sells such mortgage in the secondary market.
Pass-Through Transfer: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans
directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated
mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on
which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part,
of some or all of the Mortgage Loans.
Prepayment Charge: Any prepayment premium, penalty or charge payable by a Mortgagor in connection with any Principal
Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided that the following conditions
are satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Company and such Person that contemplated
that such Person would underwrite mortgage loans from time to time, for sale to the Company, in accordance with underwriting
guidelines designated by the Company (“Designated Guidelines”) or guidelines that do not vary materially from such Designated
Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the Company
within 180 days after origination; (iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated,
used by the Company in origination of mortgage loans of the same type as the Mortgage Loans for the Company’s own account or (y) the
Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for
use by lenders in originating mortgage loans to be purchased by the Company; and (iv) the Company employed, at the time such Mortgage
Loans were acquired by the Company, pre-purchase or post-purchase quality assurance procedures (which may involve, among other
things, review of a sample of mortgage loans purchased during a particular time period or through particular channels) designed to
ensure that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company. For
the avoidance of doubt, a “Qualified Correspondent” includes a “table broker” or mortgage lender that originates loans underwritten
and funded by the Company or an Affiliate of the Company.
Reconstitution Agreement: Any servicing agreement relating to a Reconstitution.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as amended from
time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.
Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage
Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or
unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the
payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole
or in part, of some or all of the Mortgage Loans.
Servicing Criteria: As of any date of determination, the “servicing criteria” set forth in Item 1122(d) of Regulation AB,
or any amendments thereto, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit M for
convenience of reference only. In the event of a conflict or inconsistency between the terms of Exhibit M and the text of Item
1122(d) of Regulation AB, the text of Item 1122(d) of Regulation AB shall control (or those Servicing Criteria otherwise mutually
agreed to by the Purchaser, the Company and any Person that will be responsible for signing any Sarbanes Certification with respect
to a Securitization Transaction in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit M).
Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Company
or a Subservicer.
Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the
Company, and shall not include a mortgage broker that does not fund loans.
3. Article I of the Agreement is hereby amended effective as of the date hereof by deleting in its entirety the
definition of Subservicer in Section 1.01 and replacing it with the following:
Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any Subservicer and is responsible for the
performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Company under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB; provided, however, that the term “Subservicer” shall not include any master servicer, or any special servicer engaged
at the request of a Depositor, Purchaser or investor in a Securitization Transaction, nor any “back-up servicer” or trustee
performing servicing functions on behalf of a Securitization Transaction.
4. Article I of the Agreement is hereby amended effective as of the date hereof by deleting in its entirety the
definition of Principal Prepayment in Section 1.01 and replacing it with the following:
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial which is received in
advance of its scheduled Due Date, including any Prepayment Charge, and which is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
5. Article III of the Agreement is hereby amended effective as of the date hereof by revising Section 3.01(n) as
follows (new text underlined):
(n) If requested by the Purchaser, the Company shall have delivered to the Purchaser the Company’s financial statements, for its
last two complete fiscal years. If so, all such financial information fairly presents the pertinent results of operations and
financial position for the period identified and has been prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved, except as set forth in the notes thereto. There has been no change in the
servicing policies and procedures, business, operations, financial condition, properties or assets of the Company since the date of
the Company’s financial information last provided to the Purchaser that would have a material adverse effect on its ability to
perform its obligations under this Agreement and the related Term Sheet;
6. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(p):
(p) As of the date of each Pass-Through Transfer, and with respect to the representations (1)-(5) only if the Company is
a “servicer” within the meaning of Item 1108(a)(3) of Regulation AB, and with respect to representation (6) only if the Company meets
the requirements for disclosure under Item 1117 of Regulation AB, and with respect to representation (7) only if the Company meets
the requirements for disclosure under Item 1119 of Regulation AB and except as has been otherwise disclosed to the Purchaser, any
Master Servicer and any Depositor: (1) no default or servicing related performance trigger has occurred as to any other securitization
due to any act or failure to act of the Company; (2) no material noncompliance with applicable servicing criteria as to any other
securitization has been disclosed or reported by the Company; (3) the Company has not been terminated as Servicer in a residential
mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (4) no
material changes to the Company’s servicing policies and procedures for similar loans has occurred in the preceding three years; (5)
there are no aspects of the Company’s financial condition that could have a material adverse impact on the performance by the Company
of its obligations hereunder; (6) there are no legal proceedings pending, or known to be contemplated by governmental authorities,
against the Company that could be material to investors in the securities issued in such Pass-Through Transfer; and (7) there are no
affiliations, relationships or transactions relating to the Company of a type that are described under Item 1119 of Regulation AB.
7. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(q):
(q) If so requested by the Purchaser or any Depositor on any date, the Company shall, within five Business Days
following such request, confirm in writing the accuracy of the representations and warranties, if any, set forth in Section 3.01(p)
of this Section or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably
adequate disclosure of the pertinent facts, in writing, to the requesting party.
8. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(r):
(r) Notwithstanding anything to the contrary in the Agreement, the Company shall (or shall cause each Subservicer and
Third-Party Originator to), provided that the Company (and each Subservicer and Third-Party Originator, as the case may be) meets the
disclosure requirements of Items 1117 and 1119 of Regulation AB, as the case may be, for such disclosure period (i) immediately
notify the Purchaser, any Master Servicer and any Depositor in writing of (A) any legal proceedings pending, or known to be
contemplated by governmental authorities against the Company, any Subservicer or any Third-Party Originator that could reasonably be
expected to be material to investors in securities in such Securitization Transaction, (B) any known affiliations or relationships
that develop following the closing date of a Pass-Through Transfer between the Company, any Subservicer or any Third-Party Originator
9provided that the requesting party identify, in writing, such parties by name) and any of the parties specified in clause (7) of
paragraph (p) of this Section (and any other transaction party identified in writing by the requesting party) with respect to such
Pass-Through Transfer, (C) any Event of Default under the terms of this Agreement or any Reconstitution Agreement, (D) any merger,
consolidation or sale of substantially all of the assets of the Company, and (E) the Company’s entry into an agreement with a
Subservicer to perform or assist in the performance of any of the Company’s obligations under this Agreement or any Reconstitution
Agreement and (ii) provide to the Purchaser and any Depositor a description of such proceedings, affiliations or relationships.
All notification pursuant to this Section 3.01(r), other than those pursuant to Section 3.01(r)(i)(A), should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
With a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Notifications pursuant to Section 3.01(r)(i)(A) should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
With copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
9. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(s):
(s) As a condition to the succession to the Company or any Subservicer as Servicer or Subservicer under this Agreement
or any Reconstitution Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated, or (ii)
which may be appointed as a successor to the Company or any Subservicer, the Company shall provide to the Purchaser, any Master
Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written
notice to the Purchaser, any Master Servicer and any Depositor of such succession or appointment and (y) in writing and in form and
substance reasonably satisfactory to the Purchaser, any Master Servicer and such Depositor and agreed to by the Company, all
information reasonably requested by the Purchaser, any Master Servicer or any Depositor in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.
10. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.02(tt):
With respect to each Mortgage Loan, information regarding the borrower credit files related to such Mortgage Loan has been
furnished to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable
implementing regulations.
11. Article IV of the Agreement is hereby amended effective as of the date hereof by adding the following after the
second sentence of the first paragraph of Section 4.01:
In addition, the Company shall furnish information regarding the borrower credit files related to such Mortgage Loan to
credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing
regulations.
12. Article IV of the Agreement is hereby amended effective as of the date hereof by adding this paragraph to the end of
Section 4.02:
The Company shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall have been limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally, (ii) the enforcement
thereof is illegal, or any local, state or federal agency has threatened legal action if the prepayment penalty is enforced, (iii)
the mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard
and customary in servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the
reasonable judgment of the Company, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and
the related Mortgage Loan.
13. Article IV of the Agreement is hereby amended effective as of the date hereof by revising the first paragraph of
Section 4.03 by adding the following after the first sentence:
In determining the delinquency status of any Mortgage Loan, the Company will use delinquency recognition policies as
described to and approved by the Purchaser, and shall revise these policies as requested by the Purchaser from time to time.
14. Article V of the Agreement is hereby amended effective as of the date hereof by deleting Section 5.02 in its
entirety and replacing it with the following:
Section 5.02 Statements to the Purchaser.The Company shall furnish to Purchaser an individual loan accounting report, as of the last Business Day of each month, in
the Company's assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With
respect to each month, the corresponding individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on a disk or tape or other computer-readable format in such format as may be mutually agreed upon
by both Purchaser and Company, and no later than the fifth Business Day of the following month in hard copy, and shall contain the
following:
(i) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to principal
(including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or
premiums, along with a detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to interest;
(iii) with respect to each Mortgage Loan, the amount of servicing compensation received by the Company during the prior
distribution period;
(iv) the Stated Principal Balance of each Mortgage Loan and the aggregate Stated Principal Balance of all Mortgage Loans
as of the first day of the distribution period and the last day of the distribution period;
(v) with respect to each Mortgage Loan, the current Mortgage Interest Rate;
(vi) with respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds and REO Disposition Proceeds received during the prior distribution period;
(vii) with respect to each Mortgage Loan, the amount of any Prepayment Interest Shortfalls paid by the Company in
accordance with Section 4.04(viii) during the prior distribution period;
(viii) the beginning and ending balances of the Custodial Account and Escrow Account;
(ix) the number of Mortgage Loans as of the first day of the distribution period and the last day of the distribution
period;
(x) with respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage Loan (a) delinquent as grouped in
the following intervals through final liquidation of such Mortgage Loan: 30 to 59 days, 60 to 89 days, 90 days or more; (b) as to
which foreclosure has commenced; and (c) as to which REO Property has been acquired;
(xi) with respect to each Mortgage Loan, the amount and severity of any realized loss following liquidation of such
Mortgage Loan;
(xii) with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans, the amount of any Monthly Advances
made by the Company during the prior distribution period;
(xiii) with respect to each Mortgage Loan, a description of any Servicing Advances made by the Company with respect to such
Mortgage Loan including the amount, terms and general purpose of such Servicing Advances, and the aggregate amount of Servicing
Advances for all Mortgage Loans during the prior distribution period;
(xiv) with respect to each Mortgage Loan, a description of any Nonrecoverable Advances made by the Company with respect to
such Mortgage Loan including the amount, terms and general purpose of such Nonrecoverable Advances, and the aggregate amount of
Nonrecoverable Advances for all Mortgage Loans during the prior distribution period;
(xv) with respect to each Mortgage Loan, a description of any Monthly Advances, Servicing Advances and Nonrecoverable
Advances reimbursed to the Company with respect to such Mortgage Loan during the prior distribution period pursuant to Section 4.05,
and the source of funds for such reimbursement, and the aggregate amount of any Monthly Advances, Servicing Advances and
Nonrecoverable Advances reimbursed to the Company for all Mortgage Loans during the prior distribution period pursuant to Section
4.05;
(xvi) with respect to any Mortgage Loan, a description of any material modifications, extensions or waivers to the terms,
fees, penalties or payments of such Mortgage Loan during the prior distribution period or that have cumulatively become material over
time;
(xvii) a description of any material breach of a representation or warranty set forth in Section 3.01 or Section 3.02
herein or of any other breach of a covenant or condition contained herein and the status of any resolution of such breach;
(xviii) with respect to each Mortgage Loan, the Stated Principal Balance of any substitute Mortgage Loan provided by the
Company and the Stated Principal Balance of any Mortgage Loan that has been replaced by a substitute Mortgage Loan in accordance with
Section 3.03 herein;
(xix) with respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage Loan that has been repurchased by
the Company in accordance with Section 3.03 herein.
In addition, the Company shall provide to the Purchaser such other information reasonably known or available to the Company
that is related to Company’s performance of such servicing functions and that is reasonably required to facilitate preparation of
distribution reports in accordance with Item 1121 of Regulation AB, as amended from time to time. The Company shall also provide a
monthly report, in the form of Exhibit E hereto, or such other form as is mutually acceptable to the Company, the Purchaser and any
Master Servicer, Exhibit F with respect to defaulted mortgage loans and Exhibit N, with respect to realized losses and gains, with
each such report.
The Company shall prepare and file any and all information statements or other filings that any governmental taxing
authority requires the Company to deliver to such taxing authority or to the Purchaser pursuant to any applicable law with respect to
the Mortgage Loans and the transactions contemplated hereby. In addition, the Company shall provide Purchaser with such information
concerning the Mortgage Loans as is necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably
request from time to time.
15. Article V of the Agreement is hereby amended effective as of the date hereof by deleting the last paragraph of
Section 5.03 in its entirety and replacing it with the following:
The Company’s obligation to make such Monthly Advances as to any Mortgage Loan will continue through the last
Monthly Payment due prior to the payment in full of the Mortgage Loans, or through the Remittance Date prior to the date on which the
Mortgaged Property liquidates (including Insurance Proceeds, proceeds from the sale of REO Property or Condemnation Proceeds) with
respect to the Mortgage Loan unless the Company deems such advance to be a Nonrecoverable Advance. In such event, the Company shall
deliver to the purchaser an Officer’s Certificate of the Company to the effect that an officer of the Company has reviewed the
related Mortgage File and has made the reasonable determination that any additional advances are Nonrecoverable Advances.
16. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.04 in its
entirety and replacing it with the following:
Section 6.04 Annual Statement as to Compliance; Annual Certification.
(a) The Company will deliver to the Purchaser and any Master Servicer, not later than March 1 of each calendar year
beginning in 2007, an Officer’s Certificate reasonably acceptable to the Purchaser (an “Annual Statement of Compliance”) stating, as
to the signatory thereof, that (i) a review of the servicing activities of the Company during the preceding calendar year and of
servicing performance under this Agreement or other applicable servicing agreement has been made under such officers’ supervision and
(ii) to the best of such officers’ knowledge, based on such review, the Company has fulfilled all of its servicing-related
obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, or, if there
has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the
nature and status of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on
its use. Copies of such statement shall be provided by the Company to the Purchaser upon request and by the Purchaser to any Person
identified as a prospective purchaser of the Mortgage Loans. In the event that the Company has delegated any servicing
responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall deliver an officer’s certificate (an “Annual
Certification”) of the Subservicer as described above as to each Subservicer as and when required with respect to the Company.
(b) With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, by March 1 of each calendar year
beginning in 2007, an officer of the Company shall execute and deliver an Annual Certification to the Purchaser, any Master Servicer
and any related Depositor for the benefit of each such entity and such entity’s affiliates that are transaction parties and the
officers, directors and agents of any such entities that may rely on such Annual Certification in the fulfillment of their
obligations with respect to Regulation AB, in the form attached hereto as Exhibit K. In the event that the Company has delegated any
servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall deliver an Annual Certification of
the Subservicer as described above as to each Subservicer as and when required with respect to the Company.
(c) If the Company cannot deliver the related Annual Statement of Compliance or Annual Certification by March 1st of
such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Annual Statement of Compliance
or Annual Certification, but in no event later than March 10th of such year.
Failure of the Company to timely comply with this Section 6.04 shall be deemed an Event of Default, automatically, without
notice and without any cure period, unless otherwise agreed to by the Purchaser as set forth in 6.04(c), and Purchaser may, in
addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including
injunctive relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in and
to the Mortgage Loans and the proceeds thereof without compensating the Company except for compensation and rights arising prior to
such termination. Such termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall
supersede any other provision in this Agreement or any other agreement to the contrary.
17. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.05 in its
entirety and replacing it with the following:
Section 6.05 [Reserved]
18. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
6.07:
Section 6.07 Assessment of Compliance with Servicing Criteria.
On and after January 1, 2006, the Company shall service and administer, and shall cause each Subservicer to Servicer or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, the Company shall deliver to the
Purchaser or its designee, any Master Servicer and any Depositor on or before March 1 of each calendar year beginning in 2007, a
report (an “Assessment of Compliance”) reasonably satisfactory to the Purchaser, any Master Servicer and any Depositor regarding the
Company’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122 of Regulation AB or as otherwise required by the Master Servicer, which as of the date
hereof, require a report by an authorized officer of the Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to
the Company;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing
Criteria applicable to the Company;
(c) An assessment by such officer of the Company’s compliance with the applicable Servicing Criteria for the period
consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during
such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken
as a whole involving the Company, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Company’s Assessment of
Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Company, which statement shall
be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Company,
that are backed by the same asset type as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form
of Exhibit M hereto delivered to the Purchaser concurrently with the execution of this Agreement.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, on or before March 1 of each calendar
year beginning in 2007, the Company shall furnish to the Purchaser or its designee, any Master Servicer and any Depositor a report
(an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made
by the Company, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB or as otherwise required
by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted
by the Public Company Accounting Oversight Board.
The Company shall cause each Subservicer, and each Subcontractor determined by the Company pursuant to Section 11.19 to be
“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser, any Master
Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in Sections 6.07.
If the Company cannot deliver the related Assessment of Compliance or Attestation Report by March 1st of such year, the
Purchaser, at its sole option, may permit a cure period for the Company to deliver such Assessment of Compliance or Attestation
Report, but in no event later than March 10th of such year.
Failure of the Company to timely comply with this Section 6.07 shall be deemed an Event of Default, automatically, without
notice and without any cure period, unless otherwise agreed to by the Purchaser as described herein, and Purchaser may, in addition
to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive
relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Company except for compensation and rights arising prior to such
termination. Such termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall
supersede any other provision in this Agreement or any other agreement to the contrary.
Notwithstanding anything in this Agreement to the contrary, the Company will only be required to deliver an Assessment of
Compliance and Attestation Report when it is not “participating in the servicing function” within the meaning of Item 1122 of
Regulation AB including Instruction 2 thereof upon prior written notice by the Purchaser that any Master Servicer has requested such
information.
19. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
6.08:
Section 6.08 Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that a purpose of Sections 3.01(p), 5.02, 6.04, 6.07, 11.18, 11.19 and
Exhibit J of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and
related rules and regulations of the Commission. None of the Purchaser, any Master Servicer or any Depositor shall exercise its right
to request or require delivery of information or other performance under these provisions other than in good faith and as is
reasonable, or for purposes other than compliance with the provisions of the Securities Act, the Exchange Act and the rules and
regulations of the Commission thereunder that are applicable to any Securitization Transaction. The Company, the Purchaser, the
Master Servicer and any Depositor acknowledge that interpretations of the requirements of Regulation AB may change over time, whether
due to interpretive guidance provided by the Commission or its staff or consensus among participants in the asset-backed securities
markets, and agrees to negotiate in good faith with the Purchaser, Master Servicer or any Depositor, upon a request made in good
faith regarding the Company’s delivery of information under these provisions on the basis of evolving interpretations of Regulation
AB. In connection with any Pass-Through Transfer, the Company shall cooperate with the Purchaser to deliver to the Purchaser
(including any of its assignees or designees that are parties to the relevant transaction) and any Depositor, any and all statements,
reports, certifications, records and any other information necessary in the good faith and reasonable determination of the Purchaser,
Master Servicer or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together
with such disclosures relating to the Company, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing
of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance.
20. Article IX of the Agreement is hereby amended effective as of the date hereof by deleting the first sentence of the
last paragraph of Section 9.01 and replacing it with the following (new text underlined):
Then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser,
by notice in writing to the Company (except in the case of an Event of Default under clauses (iii), (iv) or (v) above, or as
otherwise stated herein, in which case, automatically and without notice) may, in addition to whatever rights the Purchaser or Master
Servicer may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific
performance, terminate all the rights and obligations of the Company (and if the Company is servicing any of the Mortgage Loans in a
Securitization Transaction, appoint a successor Servicer reasonably acceptable to any Master Servicer for such Securitization
Transaction) under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the
same except for compensation and rights arising prior to such termination.
21. Article IX of the Agreement is hereby amended effective as of the date hereof by adding the following at the end of
the last paragraph of Section 9.01:
The Company shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a master servicer) and any
Depositor, as applicable, for all reasonable expenses incurred by the Purchaser (or such designee) or such Depositor, as such are
incurred, in connection with the termination of the Company as Servicer for cause and the transfer of servicing of the Mortgage Loans
to a successor Servicer due to such termination for cause. The provisions of this paragraph shall not limit whatever rights the
Purchaser or any Depositor may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement or
otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.
22. Article XI of the Agreement is hereby amended effective as of the date hereof by restating Section 11.18 in its
entirety as follows:
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the related Closing
Date, on one or more dates (each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more Pass-Through Transfers.
The Company agrees to execute in connection with any agreements among the Purchaser, the Company, and any Servicer in
connection with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D
hereto, or, at Purchaser’s request, a seller's warranties and servicing agreement or a participation and servicing agreement or
similar agreement in form and substance reasonably acceptable to the parties (including the Company), and in connection with a
Pass-Through Transfer, a pooling and servicing agreement in form and substance reasonably acceptable to the parties and the Company,
(collectively the agreements referred to herein are designated, the "Reconstitution Agreements"). It is understood that any such
Reconstitution Agreements will not contain any greater obligations on the part of Company than are contained in this Agreement.
Notwithstanding anything to the contrary in this Section 11.18, the Company agrees that it is required to perform the obligations
described in Exhibit J hereto.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Purchaser, the Company agrees
(1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and, at the
Purchaser’s expense due diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the
Purchaser subject to the limitations of this Section 11.18; and (3) to restate the representations and warranties set forth in this
Agreement as of the settlement or closing date in connection with such Reconstitution (each, a "Reconstitution Date").
In addition, the Company shall provide to such Servicer or issuer, as the case may be, and any other participants in such
Reconstitution upon the Purchaser’s request and subject to the limitations of this Section 11.18:
(i) any and all information and appropriate verification of information which may be reasonably available to the
Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall
request upon reasonable demand;
(ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates
of public officials or officers of the Company as are reasonably agreed upon by the Company and the Purchaser or any such other
participant;
(iii) within 5 Business Days after request by the Purchaser, the information with respect to the Company (as Originator)
and each Third-Party Originator of the Mortgage Loans as required under Item 1110(a) and (b) of Regulation AB, a summary of the
requirements of which has of the date hereof is attached hereto as Exhibit L for convenience of reference only. If requested by the
Purchaser, this will include information about the applicable credit-granting or underwriting criteria;
(iv) within 5 Business Days after request by the Purchaser, the Company shall provide (or, as applicable, cause each
Third-Party Originator to provide) Static Pool Information with respect to the mortgage loans (of a similar type as the Mortgage
Loans, as reasonably identified by the Purchaser as provided below) originated by (i) the Company, if the Company is an originator of
Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), and/or (ii) each Third-Party Originator.
Such Static Pool Information shall be prepared by the Company (or Third-Party Originator) on the basis of its reasonable, good faith
interpretation of the requirements of Item 1105(a)(1)-(3) and (c) provided, however, that Seller shall not be required to provide
Static Pool Information with respect to mortgage loans originated prior to January 1, 2006 pursuant to Item 1105(f) of Regulation
AB; provided, further, however that Seller shall provide such information if it becomes reasonably available to Seller. To the extent
that there is reasonably available to the Company (or Third-Party Originator) Static Pool Information with respect to more than one
mortgage loan type, the Purchaser or any Depositor shall be entitled to specify whether some or all of such information shall be
provided pursuant to this paragraph. The content and presentation of such Static Pool Information may be in the form customarily
provided by the Company, and need not be customized for the Purchaser or any Depositor. Such Static Pool Information for each vintage
origination year or prior securitized pool, as applicable, shall be presented in increments no less frequently than quarterly over
the life of the mortgage loans included in the vintage origination year or prior securitized pool. The most recent periodic increment
must be as of a date no later than 135 days prior to the date of the prospectus or other offering document in which the Static Pool
Information is to be included or incorporated by reference. The Static Pool Information shall be provided in an electronic format
that provides a permanent record of the information provided, such as a portable document format (pdf) file, or other such electronic
format as customarily provided by Seller or if Seller does not customarily provide such information as reasonably required by the
Purchaser or the Depositor, as applicable and agreed to by the Company;
(v) within 5 Business Days after request by the Purchaser, information with respect to the Company (as Servicer) as
required by Item 1108(b) and (c) of Regulation AB, and provided the Company (as Servicer) meets the criteria in Item 1108(a)(3). A
summary of the requirements of Item 1108(b) and (c) of Regulation AB is attached hereto as Exhibit L for convenience of reference
only. In the event that the Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a
Subservicer, the Company shall provide the information required pursuant to this clause with respect to the Subservicer;
(vi) within 5 Business Days after request by the Purchaser,
(a) if the Company (or Third-Party Originator of Subservicer as the case may be) meets the disclosure criteria of
Item 1117 of Regulation AB, information regarding any legal proceedings pending (or known to be contemplated by governmental
authorities) against the Company (as Originator and as Servicer) and each Third-Party Originator of the Mortgage Loans and
each Subservicer that could be material to investors in the Securities issued in the related Securitization Transaction, a
summary of the requirements of Item 1117 of Regulation AB as of the date hereof is attached hereto as Exhibit L for
convenience of reference only;
(b) if the Company (or Third-Party Originator of Subservicer as the case may be) meets the disclosure criteria of
Item 1119 of Regulation AB, information regarding affiliations with respect to the Company (as Originator and as Servicer)
and each Third-Party Originator of the Mortgage Loans and each Subservicer as required by Item 1119(a) of Regulation AB, a
summary of the requirements of Item 1119(a) of Regulation AB as of the date hereof is attached hereto as Exhibit L for
convenience of reference only; and
(c) if the Company (or Third-Party Originator of Subservicer as the case may be) meets the disclosure criteria of
Item 1119 of Regulation AB,information regarding relationships and transactions with respect to the Company (as Originator
and as Servicer) and each Third-Party Originator of the Mortgage Loans and each Subservicer as required by Item 1119(b) and
(c) of Regulation AB, a summary of the requirements of Item 1119(b) and (c) of Regulation AB as of the date hereof is
attached hereto as Exhibit L for convenience of reference only; and
(vii) if so requested by the Purchaser, the Company shall provide (or, as applicable, cause each Third-Party Originator to
provide), at the expense of the requesting party (to the extent of any additional incremental expense associated with delivery
pursuant to this Agreement), such statements and agreed-upon procedures letters of certified public accountants reasonably acceptable
to the Purchaser or Depositor, as applicable, pertaining to Static Pool Information relating to prior securitized pools for
securitizations closed on or after January 1, 2006 or, in the case of Static Pool Information with respect to the Company’s or
Third-Party Originator’s originations or purchases, to calendar months commencing January 1, 2006, or to any financial information
included in any other disclosure provided under this Section 11.18, as the Purchaser or such Depositor shall reasonably request. Such
statements and letters shall be addressed to and be for the benefit of such parties as the Purchaser or such Depositor shall
designate, which may include, by way of example, any Sponsor, any Depositor and any broker dealer acting as underwriter, placement
agent or initial purchaser with respect to a Pass-Through Transfer. Any such statement or letter may take the form of a standard,
generally applicable document accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or
such Depositor;
(viii) Following the date of any Pass-Through Transfer after January 1, 2006 containing Mortgage Loans and for the period
while such Mortgage Loans are in any Pass-Through Transfer, the Purchaser agrees to furnish to the Company, within forty-five (45)
days of the close of each related month, on a monthly basis, loan level performance information regarding the related Mortgage Loans,
including delinquency, foreclosure and loss data, but excluding any personal borrower information, which Purchaser deems necessary
for the Company’s compliance with Regulation AB, and to be used by the Company solely on an aggregate basis for Regulation AB
disclosure purposes. The preceding sentence shall only apply to Mortgage Loans for which Purchaser is the Servicer; provided,
however, that if Purchaser is no longer the Servicer of the related Mortgage Loans, the Purchaser shall use its best efforts to
require the new Servicer to provide such information. The Company agrees that the Purchaser may thereafter provide updated
performance information on the Mortgage Loans for any previous period.
(ix) If so requested, in writing, by the Purchaser or any Depositor for the purpose of satisfying its reporting
obligation under the Exchange Act with respect to any class of asset-backed securities, the Company shall (or shall cause each
Subservicer and Third-Party Originator to), provided that the Company (and each Subservicer and Third-Party Originator, as the case
may be) meets the disclosure requirements of items 1117 and 1119 of Regulation AB, as the case may be, for such disclosure period (i)
provide prompt notice to the Purchaser, any Master Servicer and any Depositor in writing of (A) any legal proceedings pending, or
known to be contemplated by governmental authorities against the Company, any Subservicer or any Third-Party Originator that could be
material to investors in the securities issued in such Securitization Transaction that develop following the closing date of such
Securitization Transaction, (B) any known affiliations or relationships that develop following the closing date of a Securitization
Transaction between the Company, any Subservicer or any Third-Party Originator and any of the parties (provided that the requesting
party identify, in writing, such parties by name) specified in clause (D) of paragraph (a) of this Section (and any other parties
identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the
terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of
the Company, and (E) the Company’s entry into an agreement with a Subservicer to perform or assist in the performance of any of the
Company’s obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor a
description of such proceedings, affiliations or relationships. The obligations of the Company under this paragraph (ix) with
respect to a Securitization Transaction shall terminate upon the termination of the Purchaser’s and Depositor’s reporting obligations
under the Exchange Act with respect to such securitization;
(x) As a condition to the succession to the Company or any Subservicer as Servicer or Subservicer under this Agreement or
any Reconstitution Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated, or (ii)
which may be appointed as a successor to the Company or any Subservicer, the Company shall provide to the Purchaser, any Master
Servicer, and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written
notice to the Purchaser and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably
satisfactory to the Purchaser and such Depositor, all information reasonably requested by the Purchaser or any Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities;
(x) In addition to such information as the Company, as Servicer, is obligated to provide pursuant to other provisions of
this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of
any Securitization Transaction that includes any of the Mortgage Loans serviced by the Company or any Subservicer, the Company or
such Subservicer, as applicable, shall, to the extent the Company or such Subservicer has knowledge, provide to the party responsible
for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events with
respect to such Mortgage Loans serviced by the Company along with all information, data, and materials related thereto as may be
required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced
below):
(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments
during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or transaction covenants (Item
1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities issuances backed by the same pool assets, any
pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other
criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB); and
(xi) The Company shall provide to the Purchaser, any Master Servicer and any Depositor, evidence of the authorization of the
person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance
policy, financial information and reports, and such other information related to the Company or any Subservicer or the Company or
such Subservicer’s performance hereunder.
In the event of a conflict or inconsistency between the terms of Exhibit L and the text of the applicable Item of Regulation
AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.
The Company shall indemnify the Purchaser, the Depositor, and the Master Servicer, and each of their respective affiliates
including as applicable each of the following parties participating in a Pass-Through Transfer: each sponsor and issuing entity; each
Person (including, but not limited to, any Master Servicer, if applicable) responsible for the preparation, execution or filing of
any report required to be filed with the Commission with respect to such Pass-Through Transfer, or for execution of a certification
pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer; each broker dealer
acting as underwriter, placement agent or initial purchaser with respect to such Pass-Through Transfer, each Person who controls any
of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the
respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor
(each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may
sustain (each, a “Regulation AB Loss”) arising out of or based upon:
(i)(A) any untrue statement of a material fact contained or alleged to be contained in any information, report,
certification, data, accountants’ letter or other material provided under this Section 11.18 by the Company or by another third-party
on the direction of the Company, or provided under this Section 11.18 by or at the direction of any Subservicer, Subcontractor or
Third-Party Originator (collectively, the “Company Information”), or (B) the omission or alleged omission to state in the Company
Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this
paragraph shall be construed solely by reference to the Company Information and not to any other information communicated in
connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is
presented together with or separately from such other information;
(ii) any breach by the Company of its obligations under this Section 11.18, including particularly any failure by the
Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification,
accountants’ letter or other material when and as required under this Section 11.18, including any failure by the Company to identify
pursuant to Section 11.19 any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation
AB;
(iii) any breach by the Company of a representation or warranty set forth in Section 3.01 or in a writing furnished pursuant
to Section 3.01(q) and made as of a date prior to the closing date of the related Pass-Through Transfer, to the extent that such
breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished
pursuant to Section 3.01(q) to the extent made as of a date subsequent to such closing date; or
(iv) the negligence bad faith or willful misconduct of the Company in connection with its performance under this Section
11.18.
In the case of any claim involving Regulation AB Losses instituted involving any untrue statement of a material fact alleged
to be contained in any Company Information, the Purchaser shall notify the Company and the Company may, but only with the written
approval of the Purchaser in the Purchaser’s sole discretion, retain counsel satisfactory to the Purchaser to represent the Purchaser
with respect to the Regulation AB Losses (provided that the counsel so designated would have no actual or potential conflict of
interest in connection with such representation), and the Company shall pay the fees and disbursements of such counsel related to
such claim. If the Company assumes the defense of such proceeding, it shall be entitled to settle such proceeding with the written
consent of the Purchaser (in its sole discretion) or, if such settlement provides for release of the Purchaser in connection with all
matters relating to the proceeding which have been asserted against the Purchaser in such proceeding by the other parties to such
settlement, without the consent of the Purchaser.
For purposes of clarification with respect to the indemnification given above in this Section 11.18, the Seller shall only
be required to indemnify the Indemnified Parties with respect to Regulation AB Losses that any Indemnified Party incurs when such
Regulation AB Losses arise out of or are based upon Company Information and only with respect to those Mortgage Loans sold pursuant
to this Agreement; provided, that the indemnification provided in this Section 11.18 shall be the only indemnification with respect
to Regulation AB Losses; provided, further, that if any loan performance information is not provided to the Company pursuant to this
Agreement, the Company shall have no obligation to indemnify any Indemnified Party for Regulation AB Losses arising from the
Company’s failure to provide Static Pool Information.
If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the
Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses,
damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Company on the other.
In the case of any failure of performance described above, the Company shall promptly reimburse the Purchaser, any
Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed
with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d)
or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each
such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required
by the Company, any Subservicer, any Subcontractor or any Third-Party Originator.
This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance
with the terms of, this Agreement and the related Term Sheet, and with respect thereto this Agreement and the related Term Sheet
shall remain in full force and effect.
23. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
11.19:
Section 11.19. Use of Subservicers and Subcontractors.
(a) The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of
the Company as Servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of
paragraph (b) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not
permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the
Company as Servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph
(d) of this Section.
(b) The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser
and any Depositor to comply with the provisions of this Section and with Sections 3.01(p), 3.01(s), 6.04, 6.07 and 11.18 of this
Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such
Subservicer under Section 3.01(r) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and
delivering to the Purchaser, any Master Servicer and any Depositor any Annual Statement of Compliance required to be delivered by
such Subservicer under Section 6.04(a), any Assessment of Compliance and Attestation Report required to be delivered by such
Subservicer under Section 6.07 and any Annual Certification required under Section 6.04(b) as and when required to be delivered under
this Agreement.
(c) The Company shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any
designee of the Depositor, such as an administrator) a written description (in form and substance satisfactory to the Purchaser, any
Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer,
specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the
servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.
(d) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any
Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 6.07 and 11.18 of this
Agreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any Assessment of Compliance and Attestation Report and the other
certificates required to be delivered by such Subservicer and such Subcontractor under Section 6.07, in each case as and when
required to be delivered.
24. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
11.20:
Section 11.20. Third Party Beneficiary Rights, Benefits and Obligations.
For purposes of this Agreement, each Master Servicer shall be considered a third party beneficiary to this Agreement,
entitled to all the rights and benefits hereof and as limited herein as if it were a direct party to this Agreement.
25. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit E:
EXHIBIT E
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME The borrower name as received in the file. Maximum length of 30 (Last, 30
It is not separated by first and last name. First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs 11
interest payment that a borrower is expected ($)
to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE The Servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT The Servicer's fee amount for a loan as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT The new loan payment amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6
a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the beginning of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the end of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY 10
the borrower's next payment is due to the
Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10
first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10
third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
Action Code Key: 2
15=Bankruptcy,
30=Foreclosure, , 60=PIF,
63=Substitution,
65=Repurchase,70=REO
------------ ------------------------------ --------
ACTION_CODE The standard FNMA numeric code used to
indicate the default/delinquent status of a
particular loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or dollar signs 11
if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount 2 No commas(,) or dollar signs 11
due at the beginning of the cycle date to be ($)
passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs 11
investors at the end of a processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs 11
the Servicer for the current cycle -- only ($)
applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable
for Scheduled/Scheduled Loans. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs 11
Servicer for the current reporting cycle -- ($)
only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The actual gross interest amount less the
service fee amount for the current reporting No commas(,) or dollar signs
ACTL_NET_INT cycle as reported by the Servicer -- only 2 ($) 11
applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs 11
prepays on his loan as reported by the ($)
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
26. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit F:
EXHIBIT F
REPORTING DATA FOR DEFAULTED LOANS
Standard File Layout - Delinquency Reporting
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Column/Header Name Description Decimal Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR A unique identifier assigned to each loan by the
Originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external Servicer to identify a group of loans in
their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ADDRESS Street Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE The state where the property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due MM/DD/YYYY
to the Servicer at the end of processing cycle, as
reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the Servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,)
sale. or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE The date the Servicer initiates eviction of the MM/DD/YYYY
borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE A code that indicates the condition of the
property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Exhibit 2: Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
• ASUM- Approved Assumption
• BAP- Borrower Assistance Program
• CO- Charge Off
• DIL- Deed-in-Lieu
• FFA- Formal Forbearance Agreement
• MOD- Loan Modification
• PRE- Pre-Sale
• SS- Short Sale
• MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry
standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property code as follows:
• Mortgagor
• Tenant
• Unknown
• Vacant
The Property Condition field should show the last reported condition of the property as follows:
• Damaged
• Excellent
• Fair
• Gone
• Good
• Poor
• Special Hazard
• Unknown
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
------------------------ ---------------------------------------------------------
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor’s family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor’s family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
023 FNMA-Servicing problems
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
026 FNMA-Payment adjustment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
027 FNMA-Payment dispute
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
029 FNMA-Transfer of ownership pending
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
030 FNMA-Fraud
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
031 FNMA-Unable to contact borrower
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
INC FNMA-Incarceration
------------------------ ---------------------------------------------------------
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
------------------------ -------------------------------------------------------
Status Code Status Description
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
62 Veteran’s Affairs-No Bid
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
63 Veteran’s Affairs-Refund
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
64 Veteran’s Affairs-Buydown
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ -------------------------------------------------------
27. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit J:
EXHIBIT J
COMPANY’S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
• The Company shall (i) possess the ability to service to a securitization documents; (ii) service on a
“Scheduled/Scheduled” reporting basis (advancing through the liquidation of an REO Property), (iii) make compensating interest
payments on payoffs and curtailments and (iv) remit and report to a Master Servicer in format reasonably acceptable to such Master
Servicer by the 10th calendar day of each month.
• The Company shall provide an acceptable annual certification (officer’s certificate) to the Master Servicer (as
required by the Sarbanes-Oxley Act of 2002) as well as any other annual certifications customarily required under the securitization
documents (i.e. the annual statement as to compliance/annual independent certified public accountants’ servicing report due by March
1 of each year), provided that the Company has notice that such other annual certifications will be required.
• The Company shall maintain its servicing system in accordance with the requirements of the Master Servicer.
28. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit K:
EXHIBIT K
FORM OF COMPANY CERTIFICATION
Re: The [ ] agreement dated as of [ l, 200[ ] (the “Agreement”), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF COMPANY] (the “Company”), certify to [the
Purchaser], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:
I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation
AB (the “Compliance Statement”), the report on assessment of the Company’s compliance with the servicing criteria set forth
in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports, officer’s
certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were
delivered by the Company to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement
(collectively, the “Company Servicing Information”);
Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances
under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing
Information;
Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the
Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];
I am responsible for reviewing the activities performed by the Company as Servicer under the Agreement, and based on
my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the
Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under
the Agreement in all material respects; and
The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the Servicing Assessment and
Attestation Report required to be provided by the Company and by any Subservicer and Subcontractor pursuant to the Agreement, have
been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described in such reports have been
disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed
in such reports.
29. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit L:
EXHIBIT L
SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE: This Exhibit L is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms of
this Exhibit L and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the SEC
shall control.
Item 1105(a)(1)-(3) and (c)
-Provide static pool information with respect to mortgage loans that were originated or purchased by the Company and which
are of the same type as the Mortgage Loans.
-Provide static pool information regarding delinquencies, cumulative losses and prepayments for prior securitized pools of
the Company.
-If the Company has less than 3 years experience securitizing assets of the same type as the Mortgage Loans, the Company may
provide the static pool information by vintage origination years regarding loans originated or purchased by the Company, instead of
by prior securitized pool. A vintage origination year represents mortgage loans originated during the same year.
-Such static pool information shall be for the prior five years, or for so long as the Company has been originating or
purchasing (in the case of data by vintage origination year) or securitizing (in the case of data by prior securitized pools) such
mortgage loans if for less than five years.
-The static pool information for each vintage origination year or prior securitized pool, as applicable, shall be presented
in monthly or quarterly increments over the life of the mortgage loans included in the vintage origination year or prior securitized
pool.
-Provide summary information for the original characteristics of the prior securitized pools or vintage origination years,
as applicable and material, including: number of pool assets, original pool balance, weighted average initial loan balance, weighted
average mortgage rate, weighted average and minimum and maximum FICO, product type, loan purpose, weighted average and minimum and
maximum LTV, distribution of loans by mortgage rate, and geographic concentrations of 5% or more.
Item 1108(b) and (c)
Provide the following information with respect to each servicer that will service, including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:
-a description of the Company’s form of organization;
-a description of how long the Company has been servicing residential mortgage loans; a general discussion of the Company’s
experience in servicing assets of any type as well as a more detailed discussion of the Company’s experience in, and procedures for
the servicing function it will perform under this Agreement and any Reconstitution Agreements; information regarding the size,
composition and growth of the Company’s portfolio of mortgage loans of the type similar to the Mortgage Loans and information on
factors related to the Company that may be material to any analysis of the servicing of the Mortgage Loans or the related
asset-backed securities, as applicable, including whether any default or servicing related performance trigger has occurred as to any
other securitization due to any act or failure to act of the Company, whether any material noncompliance with applicable servicing
criteria as to any other securitization has been disclosed or reported by the Company, and the extent of outsourcing the Company uses;
-a description of any material changes to the Company’s policies or procedures in the servicing function it will perform
under this Agreement and any Reconstitution Agreements for mortgage loans of the type similar to the Mortgage Loans during the past
three years;
-information regarding the Company’s financial condition to the extent that there is a material risk that the effect on one
or more aspects of servicing resulting from such financial condition could have a material impact on the performance of the
securities issued in the Pass-Through Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;
-any special or unique factors involved in servicing loans of the same type as the Mortgage Loans, and the Company’s
processes and procedures designed to address such factors;
-statistical information regarding principal and interest advances made by the Company on the Mortgage Loans and the
Company’s overall servicing portfolio for the past three years; and
-the Company’s process for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.
Item 1110(a)
-Identify any originator or group of affiliated originators that originated, or is expected to originate, 10% or more of the
mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer.
Item 1110(b)
Provide the following information with respect to any originator or group of affiliated originators that originated, or is
expected to originate, 20% or more of the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:
-the Company’s form of organization; and
-a description of the Company’s origination program and how long the Company has been engaged in originating residential
mortgage loans, which description must include a discussion of the Company’s experience in originating mortgage loans of the same
type as the Mortgage Loans and information regarding the size and composition of the Company’s origination portfolio as well as
information that may be material to an analysis of the performance of the Mortgage Loans, such as the Company’s credit-granting or
underwriting criteria for mortgage loans of the same type as the Mortgage Loans.
Item 1117
-describe any legal proceedings pending against the Company or against any of its property, including any proceedings known
to be contemplated by governmental authorities, that may be material to the holders of the securities issued in the Pass-Through
Transfer.
Item 1119(a)
-describe any affiliations of the Company, each other originator of the Mortgage Loans and each Subservicer with the
sponsor, depositor, issuing entity, trustee, any originator, any other servicer, any significant obligor, enhancement or support
provider or any other material parties related to the Pass-Through Transfer.
Item 1119(b)
-describe any business relationship, agreement, arrangement, transaction or understanding entered into outside of the
ordinary course of business or on terms other than those obtained in an arm’s length transaction with an unrelated third party, apart
from the Pass-Through Transfer, between the Company, each other originator of the Mortgage Loans and each Subservicer, or their
respective affiliates, and the sponsor, depositor or issuing entity or their respective affiliates, that exists currently or has
existed during the past two years, that may be material to the understanding of an investor in the securities issued in the
Pass-Through Transfer.
Item 1119(c)
-describe any business relationship, agreement, arrangement, transaction or understanding involving or relating to the
Mortgage Loans or the Pass-Through Transfer, including the material terms and approximate dollar amount involved, between the
Company, each other originator of the Mortgage Loans and each Subservicer, or their respective affiliates and the sponsor, depositor
or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.
30. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit M:
EXHIBIT M
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall address, at a minimum, the
criteria identified as below as “Applicable Servicing Criteria”:
--------------------------------------------------------------------------------------------- -----------------------
Servicing Criteria Applicable Servicing
Criteria
--------------------------------------------------------------------------------------------- -----------------------
Reference Criteria
----------------------- --------------------------------------------------------------------- -----------------------
General Servicing Considerations
----------------------- -----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance
or other triggers and events of default in accordance with the
transaction agreements.
----------------------- -----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the
third party’s performance and compliance with such servicing
activities.
----------------------- -----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up Servicer for the mortgage loans are maintained.
----------------------- -----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
----------------------- -----------------------
Cash Collection and Administration
----------------------- -----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to
an investor are made only by authorized personnel.
----------------------- -----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
----------------------- -----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
----------------------- -----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction agreements.
For purposes of this criterion, “federally insured depository
institution” with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
----------------------- -----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized
access.
----------------------- -----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
----------------------- -----------------------
Investor Remittances and Reporting
----------------------- -----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors’ or the trustee’s records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
----------------------- -----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
----------------------- -----------------------
Disbursements made to an investor are posted within two business
days to the Servicer’s investor records, or such other number of
1122(d)(3)(iii) days specified in the transaction agreements.
----------------------- -----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank
1122(d)(3)(iv) statements.
----------------------- -----------------------
Pool Asset Administration
----------------------- -----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required
by the transaction agreements or related mortgage loan documents.
----------------------- -----------------------
Mortgage loan and related documents are safeguarded as required by
1122(d)(4)(ii) the transaction agreements
----------------------- -----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in
accordance with the related mortgage loan documents are posted to
the Servicer’s obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
----------------------- -----------------------
1122(d)(4)(v) The Servicer’s records regarding the mortgage loans agree with the
Servicer’s records with respect to an obligor’s unpaid principal
balance.
----------------------- -----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
----------------------- -----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
----------------------- -----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity’s activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
----------------------- -----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans
with variable rates are computed based on the related mortgage loan
documents.
----------------------- -----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor’s mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
Servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be
made on behalf of an obligor are paid from the Servicer’s funds and
not charged to the obligor, unless the late payment was due to the
obligor’s error or omission.
----------------------- -----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor’s records maintained by the Servicer,
or such other number of days specified in the transaction
1122(d)(4)(xiii) agreements.
----------------------- -----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
agreements.
----------------------- -----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
----------------------- --------------------------------------------------------------------- -----------------------
----------------------- --------------------------------------------------------------------- -----------------------
[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date: _________________________
By: _________________________
Name:
Title:
31. The Agreement is hereby amended as of the date hereof by adding the following new Exhibit N:
EXHIBIT N
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages
are due on the remittance report date. Late submissions may result in claims not being passed until the following month.
The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to default require evidence of Servicer efforts to
recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB’s approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental
proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in
parenthesis ( ).
Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------------------- -------------------------------------- --------------------------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------------------- -------------------------------------- --------------------------------------------
WELLS FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If “Yes”, provide deficiency or cramdown amount _______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ _______________ (1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________(6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________(12)
Total Expenses $ ________________(13)
Credits:
(14) Escrow Balance $ ________________(14)
(15) HIP Refund ________________(15)
(16) Rental Receipts ________________(16)
(17) Hazard Loss Proceeds ________________(17)
(18) Primary Mortgage Insurance / Gov’t Insurance ________________(18a) HUD Part A
________________(18b) HUD Part B
(19) Pool Insurance Proceeds ________________(19)
(20) Proceeds from Sale of Acquired Property ________________(20)
(21) Other (itemize) ________________(21)
_________________________________________ ________________(21)
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
Escrow Disbursement Detail
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
Type Date Paid Period of Total Paid Base Amount Penalties Interest
(Tax /Ins.) Coverage
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32. Except as amended above, the Agreement shall continue to be in full force and effect in accordance with its terms.
33. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and of
said counterparts taken together shall be deemed to constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the following parties have caused their names to be signed hereto by their respective officers thereunto
duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION,
as Purchaser
By:__________________________________
Name:
Title:
CHEVY CHASE BANK, F.S.B.,
as Company
By:__________________________________
Name:
Title:
EXHIBIT H-4
EMC Mortgage Corporation,
Purchaserand
Countrywide Home Loans, Inc.,
Company
--------------------------------------------------------------------------------------------------------------------
SELLER’S WARRANTIES AND SERVICING AGREEMENT
Dated as of September 1, 2002
--------------------------------------------------------------------------------------------------------------------
Residential Adjustable Rate Mortgage Loans
EXHIBITS
EXHIBIT A MORTGAGE LOAN SCHEDULE
EXHIBIT B CONTENTS OF EACH MORTGAGE FILE
EXHIBIT C MORTGAGE LOAN DOCUMENTS
EXHIBIT D-1 FORM OF CUSTODIAL ACCOUNT
CERTIFICATION
EXHIBIT D-2 FORM OF CUSTODIAL ACCOUNT
LETTER AGREEMENT
EXHIBIT E-1 FORM OF ESCROW ACCOUNT CERTIFICATION
EXHIBIT E-2 FORM OF ESCROW ACCOUNT
LETTER AGREEMENT
EXHIBIT F FORM OF MONTHLY REMITTANCE ADVICE
EXHIBIT G FORM OF ASSIGNMENT AND ASSUMPTION
EXHIBIT H UNDERWRITING GUIDELINES
iv
This is a Seller’s Warranties and Servicing Agreement for residential adjustable rate first lien mortgage loans,
dated and effective as of September 1, 2002, and is executed between EMC Mortgage Corporation, as purchaser (the “Purchaser”), and
Countrywide Home Loans, Inc., as seller and servicer (the “Company”).
W I T N E S S E T H:
WHEREAS, from time to time the Purchaser has agreed to purchase from the Company and from time to time the Company
has agreed to sell to the Purchaser certain Mortgage Loans (excluding the right to service the Mortgage Loans which the Company
expressly retains);
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security instrument creating a
first lien on a residential dwelling located in the jurisdiction indicated on the related Mortgage Loan Schedule, which is annexed
hereto as Exhibit A;
WHEREAS, the Company has agreed to service, from time to time, certain of the Mortgage Loans acquired by the Purchaser in
accordance with the terms and provisions of this Agreement; and
WHEREAS, the Purchaser and the Company wish to prescribe the manner of purchase of the Mortgage Loans and the management,
servicing and control of the Mortgage Loans which from time to time are subject to this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser and the Company agree as follows:
DEFINITIONS
Whenever used herein, the following words and phrases, unless the context otherwise requires, shall have the
following meanings:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices of prudent
mortgage lending institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the
related Mortgaged Property is located.
Agency Transfer: The sale or transfer by Purchaser of some or all of the Mortgage Loans to Fannie Mae under its
Cash Purchase Program or its MBS Swap Program (Special Servicing Option) or to Freddie Mac under its Freddie Mac Cash Program or Gold
PC Program, retaining the Company as “servicer thereunder”.
Agreement: This Seller’s Warranties and Servicing Agreement and all amendments hereof and supplements hereto.
ALTA: The American Land Title Association or any successor thereto.Appraised Value: The value set forth in an appraisal made in connection with the origination of the related Mortgage
Loan as the value of the Mortgaged Property.
Approved Flood Certification Provider: Any provider acceptable to Fannie Mae and Freddie Mac.
Assignment and Conveyance: An Assignment and Conveyance in the form of Exhibit 6 to the Mortgage Loan Purchase
Agreement dated as of the date hereof, by and between the Seller and the Purchaser.
Assignment of Mortgage: An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable
form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the sale of the
Mortgage to the Purchaser.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a day on which banking and savings and loan
institutions in the State of New York or California are authorized or obligated by law or executive order to be closed.
Closing Date: The date set forth on the related Confirmation on which the Purchaser from time to time shall purchase
and the Company from time to time shall sell, the Mortgage Loans listed on the related Mortgage Loan Schedule.
Code: The Internal Revenue Code of 1986, as it may be amended from time to time or any successor statute thereto,
and applicable U.S. Department of the Treasury regulations issued pursuant thereto.
Company: Countrywide Home Loans, Inc., or its successor in interest or assigns, or any successor to the Company
under this Agreement appointed as herein provided.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or
temporary, partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released
to a Mortgagor in accordance with the terms of the related Mortgage Loan Documents.
Confirmation: The trade confirmation letter between the parties hereto which relates to the Mortgage Loans on the
related Closing Date.
Convertible Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this Agreement which contains a
provision whereby the Mortgagor is permitted to convert the Mortgage Loan to a fixed-rate mortgage loan at any time between the first
anniversary and the fifth anniversary of the origination of the mortgage loan.
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Custodial Account: The separate account or accounts created and maintained pursuant to Section 4.04.
Custodial Agreement: That certain Custodial Agreement, dated as of November 23,1999 by and between the Purchaser and
Wells Fargo Bank Minnesota, N.A.
Custodian: The Custodian under the Custodial Agreement, or its successor in interest or assigns or any successor to
the Custodian under the Custodial Agreement as provided therein.
Cut-off Date: The date set forth on the related Confirmation.
Deleted Mortgage Loan: A Mortgage Loan which is repurchased by the Company in accordance with the terms of this
Agreement and which is, in the case of a substitution pursuant to Section 3.03, replaced or to be replaced with a Qualified
Substitute Mortgage Loan.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately preceding
such 15th day) of the month of the related Remittance Date.
Disqualified Organization: An organization defined as such in Section 860E(e) of the Code.
Due Date: The day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of
grace. With respect to the Mortgage Loans for which payment from the Mortgagor is due on a day other than the first day of the month,
such Mortgage Loans will be treated as if the Monthly Payment is due on the first day of the month of such Due Date.
Due Period: With respect to each Remittance Date, the prior calendar month.
Eligible Investments: Any one or more of the obligations and securities listed below which investment provides for
a date of maturity not later than the Determination Date in each month:
direct obligations of, and obligations fully guaranteed by, the United States of America, or any agency or
instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the
United States of America; and
federal funds, demand and time deposits in, certificates of deposits of, or bankers’ acceptances issued by, any
depository institution or trust company incorporated or organized under the laws of the United States of America or any
state thereof and subject to supervision and examination by federal and/or state banking authorities, so long as at the time
of such investment or contractual commitment providing for such investment the commercial paper or other short-term debt
obligations of such depository institution or trust company (or, in the case of a depository institution or trust company
which is the principal subsidiary of a holding company, the commercial paper or other short-term debt obligations of such
holding company) are rated “P-1” by Moody’s Investors Service, Inc. and the long-term debt obligations of such holding
company) are rated “P-1” by Moody’s Investors Service, Inc. and the long-term debt obligations of such depository
institution or trust company (or, in the case of a depository institution or trust company which is the principal subsidiary
of a holding company, the long-term debt obligations of such holding company) are rated at least “Aa” by Moody’s Investors
Service, Inc.;
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investments and securities otherwise acceptable to Fannie Mae and Freddie Mac.
provided, however, that no such instrument shall be an Eligible Investment if such instrument evidences either (i) a right to receive
only interest payments with respect to the obligations underlying such instrument, or (ii) both principal and interest payments
derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a
yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations.
Errors and Omissions Insurance Policy: An errors and omissions insurance policy to be maintained by the Company
pursuant to Section 4.12.
Escrow Account: The separate account or accounts created and maintained pursuant to Section 4.06.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments,
water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges,
and any other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other related
document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 10.01.
Fannie Mae: The Federal National Mortgage Association, or any successor thereto.
Fannie Mae Guides: The Fannie Mae Sellers’ Guide and the Fannie Mae Servicers’ Guide and all amendments or
additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.
First Remittance Date: As stated in the related Mortgage Loan Purchase Agreement.
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5/1 ARM Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this Agreement which contains a provision
whereby the interest rate on such Mortgage Loan is fixed for the first five (5) years of the term of the related Mortgage Loan and
which thereafter is converted to a Treasury Rate Mortgage Loan or a LIBOR Mortgage Loan except that the Periodic Rate Cap does not
apply to the initial Interest Rate Adjustment Date for the related Mortgage Loan.
Freddie Mac: The Federal Home Loan Mortgage Corporation, or any successor thereto.
GEMICO: General Electric Mortgage Insurance Corporation or any successor thereto.
Gross Margin: With respect to each Mortgage Loan, the fixed percentage amount set forth on the related Mortgage
Note, which amount is added to the Index in accordance with the terms of the related Mortgage Note to determine on each Interest Rate
Adjustment Date, the Mortgage Interest Rate for such Mortgage Loan.
Index: With respect to any individual Treasury Rate Mortgage Loan, and with respect to any individual 10/1 ARM
Mortgage Loan, 5/1 ARM Mortgage Loan or 3/1 ARM Mortgage Loan commencing from and after the 120th Monthly Payment, sixtieth Monthly
Payment, or the thirty-sixth Monthly Payment thereof, respectively, Index shall mean a rate per annum equal to the weekly average
yield on U.S. Treasury securities adjusted to a constant maturity of one year as published by the Federal Reserve Board in
statistical release No. H 15 (519) or any similar publication as available 45 days prior to the Interest Rate Adjustment Date. With
respect to any individual LIBOR Mortgage Loan, Index shall mean a rate per annum equal to the average of interbank offered rates for
twelve month U.S. dollar denominated deposits in the London market as determined as set forth in the related Mortgage Note. With
respect to any individual CD Mortgage Loan, Index shall mean a rate per annum equal to the weekly average yield on certificates of
deposit adjusted to a constant maturity of six months as published by the Federal Reserve Board in statistical release No. H 15 (519)
or similar publication as available 45 days prior to the Interest Rate Adjustment Date.
Initial Rate Cap: With respect to each Mortgage Loan and the initial Interest Rate Adjustment Date therefor, a
number of percentage points per annum that is set forth in the related Mortgage Loan Schedule and in the related Mortgage Note, which
is the maximum amount by which the Mortgage Interest Rate for such Mortgage Loan may increase or decrease from the Mortgage Interest
Rate in effect immediately prior to such Interest Rate Adjustment Date.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan
or the related Mortgaged Property.
Interest Rate Adjustment Date: The date on which an adjustment to the Mortgage Interest Rate on a Mortgage Note
becomes effective.
LIBOR Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this Agreement which contains a provision
whereby the interest rate on such Mortgage Loan is adjusted annually based upon the rate per annum equal to the average of interbank
offered rates for twelve month U.S. dollar denominated deposits in the London market as published in The Wall Street Journal.
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Lifetime Mortgage Interest Rate Cap: With respect to each Mortgage Loan, the absolute maximum Mortgage Interest Rate
payable, above which the Mortgage Interest Rate cannot be adjusted. The Mortgage Interest Rate during the term of a Mortgage Loan
shall not at any time exceed the Mortgage Interest Rate at the time of origination of such Mortgage Loan by more than 5% per
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether
through the sale or assignment of such Mortgage Loan, trustee’s sale, foreclosure sale or otherwise, or the sale of the related
Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the Mortgage Loan.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the Stated Principal Balance of the
Mortgage Loan as of the related Cut-off Date (unless otherwise indicated) to the lesser of (a) the Appraised Value of the Mortgaged
Property and (b) if the Mortgage Loan was made to finance the acquisition of the related Mortgaged Property, the purchase price of
the Mortgaged Property, expressed as a percentage.
LPMI Loan: A Mortgage Loan with a LPMI Policy.
LPMI Policy: A policy of primary mortgage guaranty insurance issued by another Qualified Insurer pursuant to
which the related premium is to be paid by the Servicer of the related Mortgage Loan from payments of interest made by the Mortgagor
in an amount as is set forth in the related Confirmation and related Mortgage Loan Schedule.
LPMI Fee: With respect to each LPMI Loan, the portion of the Mortgage Interest Rate as set forth on the related
Mortgage Loan Schedule (which shall be payable solely from the interest portion of Monthly Payments, Insurance Proceeds, Condemnation
Proceeds or Liquidation Proceeds), which, during such period prior to the required cancellation of the LPMI Policy, shall be used to
pay the premium due on the related LPMI Policy.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the
State of Delaware, or any successor thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS System.
MERS System: The system of recording transfers of mortgages electronically maintained by MERS.
MIN: The Mortgage Identification Number for any MERS Mortgage Loan.
Monthly Advance: The portion of Monthly Payment delinquent with respect to each Mortgage Loan at the close of
business on the Determination Date required to be advanced by the Company pursuant to Section 5.03 on the Business Day immediately
preceding the Remittance Date of the related month.
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Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note, which creates a first lien on
an unsubordinated estate in fee simple in real property securing the Mortgage Note.
Mortgage File: The items pertaining to a particular Mortgage Loan referred to in Exhibit B annexed hereto, and any
additional documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy as described in
Section 4.11.
Mortgage Interest Rate: The annual rate at which Interest accrues on any Mortgage Loan as adjusted from time to time
in accordance with the provisions of the related Mortgage Note and in compliance with the related Initial Rate Cap, Lifetime Mortgage
Interest Rate Cap and Periodic Rate Cap, if any, of the related Mortgage Note.
Mortgage Loan: An individual Convertible or Non-Convertible, Treasury Rate, LIBOR, 5/1 ARM, or 3/1 ARM Mortgage Loan
which is the subject of this Agreement, each Mortgage Loan originally sold and subject to this Agreement being identified on the
Mortgage Loan Schedule, which Mortgage Loan includes without limitation the Mortgage File, the Monthly Payments, Principal
Prepayments, Liquidation Proceeds, condemnation proceeds, Insurance Proceeds, REO disposition proceeds, and all other rights,
benefits, proceeds and obligations arising from or in connection with such Mortgage Loan.
Mortgage Loan Documents: The documents listed in Exhibit C hereto.
Mortgage Loan Package: A pool of Mortgage Loans sold to the Purchaser by the Company on a Closing Date.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the
Purchaser, which shall be equal to the Mortgage Interest Rate minus (i) the Servicing Fee Rate and (ii) with respect to LPMI Loans,
the LPMI Fee.
Mortgage Loan Schedule: With respect to each Mortgage Loan Package, a schedule of Mortgage Loans annexed hereto as
Annex A, such schedule setting forth the following information with respect to each Mortgage Loan: (1) the Company’s Mortgage Loan
identifying number; (2) the Mortgagor’s name; (3) the street address of the Mortgaged Property including the city, state and zip
code; (4) a code indicating whether the Mortgaged Property is owner-occupied a second home, or an investment property; (5) the number
and type of residential units constituting the Mortgaged Property; (6) the original months to maturity; (7) the Loan-to-Value Ratio
at origination; (8) the Mortgage Interest Rate as of the Cut-off Date; (9) the date on which the initial Monthly Payment was due on
the Mortgage Loan; (10) the stated maturity date; (11) the amount of the Monthly Payment as of the Cut-off Date; (12) the last
payment date on which a payment was actually applied to the outstanding principal balance; (13) the original principal amount of the
Mortgage Loan; (14) the principal balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction of
payments of principal due on or before the Cut-off Date whether or not collected; (15) a code indicating the purpose of the loan
(i.e., purchase, rate and term refinance, equity take-out refinance); (16) a code indicating the documentation style (i.e. full,
alternative or reduced); (17) the Interest Rate Adjustment Date; (18) the Gross Margin; (19) the lifetime maximum Mortgage Interest
Rate under the terms of the Mortgage Note; (20) the date the Mortgage Loan was originated; (21) the Periodic Rate Cap; (22) a code
indicating the company providing private mortgage insurance; (23) a code indicating if the Mortgage Loan is convertible; (24) the
Servicing Fee Rate; (25) the LPMI Fee, if any; and (26) the Initial Rate Cap. With respect to the Mortgage Loans in the aggregate,
the Mortgage Loan Schedule shall set forth the following information, as of the Cut-off Date: (1) the number of Mortgage Loans; (2)
the current aggregate outstanding principal balance of the Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the
Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans. The Mortgage Loan Schedule may consist of multiple
reports that collectively set forth all of the required information.
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Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.
Mortgaged Property: The real property securing repayment of the debt evidenced by a Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
Non-Convertible Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this Agreement which does not
contain a provision whereby the Mortgagor may convert the Mortgage Loan to a fixed-rate mortgage loan.
Officer’s Certificate: A certificate signed by the Chairman of the Board or the Vice Chairman of the Board or the
President or a Vice President or an assistant Vice President and by the Treasurer or the Secretary or one of the Assistant Treasurers
or Assistant Secretaries of the Company, and delivered to the Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an employee of the Company, reasonably acceptable to
the Purchaser, provided that any Opinion of Counsel relating to compliance with the REMIC Provisions, must be an opinion of counsel
who (i) is in fact independent of the Company and any master servicer of the Mortgage Loans, (ii) does not have any material direct
or indirect financial interest in the Company or any master servicer of the Mortgage Loans or in an affiliate of either and (iii) is
not connected with the Company or any master servicer of the Mortgage Loans as an officer, employee, director or person performing
similar functions.
Pass-Through Transfer: The sale or transfer of some or all of the Mortgage Loans to a trust to be formed as part of
a publicly-issued and/or privately placed, rated or unrated, mortgage pass-through transaction, retaining the Company as “servicer”
(with or without a master servicer) thereunder.
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Periodic Rate Cap: With respect to each Mortgage Loan, the provision of each Mortgage Note which provides for an
absolute maximum amount by which the Mortgage Interest Rate therein may increase or decrease on an Interest Rate Adjustment Date
above the Mortgage Interest Rate previously in effect, equal to the rate set forth on the Mortgage Loan Schedule per adjustment.
Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision thereof.
PMI: PMI Mortgage Insurance Co., or any successor thereto.
PMI Policy: A policy of primary mortgage guaranty insurance issued by a Qualified Insurer, as required by this
Agreement with respect to certain Mortgage Loans.
Pool Insurer: Any of GEMICO, PMI or UGI.
Prepayment Interest Shortfall Amount: With respect to any Mortgage Loan that was subject to a Principal Prepayment
in full or in part during any Due Period, which Principal Prepayment was applied to such Mortgage Loan prior to such Mortgage Loan’s
Due Date in such Due Period, the amount of interest (net the related Servicing Fee) that would have accrued on the amount of such
Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to such Mortgage Loan
and ending on the day immediately preceding such Due Date, inclusive.
Prime Rate: The prime rate announced to be in effect from time to time, as published as the average rate in the
“Money Rates” section of The Wall Street Journal.
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan which is received in advance of
its scheduled Due Date, including any prepayment penalty or premium thereon and which is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
Principal Prepayment Period: The month preceding the month in which the related Remittance Date occurs.
Purchaser: EMC Mortgage Corporation or its successor in interest or any successor to the Purchaser under this
Agreement as herein provided.
Qualified Depository: A depository the accounts of which are insured by the FDIC through the BIF or the SAIF or the
debt obligations of which are rated AA (or the equivalent rating category) or better by national recognized statistical rating
organization.
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Qualified Insurer: A mortgage guaranty insurance company duly authorized and licensed where required by law to
transact mortgage guaranty insurance business and approved as an insurer by Fannie Mae or Freddie Mac.
Qualified Substitute Mortgage Loan: A mortgage loan eligible to be substituted by the Company for a Deleted
Mortgage Loan which must, on the date of such substitution, (i) have an outstanding principal balance, after deduction of all
scheduled payments due in the month of substitution (or in the case of a substitution of more than one mortgage loan for a Deleted
Mortgage Loan, an aggregate principal balance), not in excess of the Stated Principal Balance of the Deleted Mortgage Loan; (ii) have
a Mortgage Loan Remittance Rate not less than and not more than 2% greater than the Mortgage Loan Remittance Rate of the Deleted
Mortgage Loan; (iii) have a remaining term to maturity not greater than and not more than one year less than that of the Deleted
Mortgage Loan; (iv) have a Gross Margin not less than that of the Deleted Mortgage Loan; (v) comply with each representation and
warranty set forth in Sections 3.01 and 3.02; (v) use the same Index for determining the Mortgage Interest Rate as the Deleted
Mortgage Loan; (vi) have the same provision with respect to convertibility as the Deleted Mortgage Loan; and (viii) be a REMIC
Eligible Mortgage Loan.
Rating Agency: Any of Fitch, Moody’s or Standard & Poor’s or their respective successors designed by the Purchaser.
Reconstitution Agreements: The agreement or agreements entered into by the Purchaser, the Company, Fannie Mae or
Freddie Mac or certain third parties on the Reconstitution Date(s) with respect to any or all of the Mortgage Loans serviced
hereunder, in connection with a Pass-Through Transfer or an Agency Transfer as set forth in Section 7.01, including, but not limited
to, (i) a Fannie Mae Mortgage Selling and Servicing Contract, a Pool Purchase Contract, and any and all servicing agreements and
tri-party agreements reasonably required by Fannie Mae with respect to a Fannie Mae Transfer, (ii) a Purchase Contract and all
purchase documents associated therewith as set forth in the Freddie Mac Sellers’ & Servicers’ Guide, and any and all servicing
agreements and tri-party agreements reasonably required by Freddie Mac with respect to a Freddie Mac Transfer, and (iii) a Pooling
and Servicing Agreement and/or a subservicing/master servicing agreement and related custodial/trust agreement and related documents
with respect to a Pass-Through Transfer. Such agreement or agreements shall prescribe the rights and obligations of the Company in
servicing the related Mortgage Loans and shall provide for servicing compensation to the Company (calculated on a weighted average
basis for all the related Mortgage Loans as of the Reconstitution Date), net of any guarantee fees due Fannie Mae or Freddie Mac, if
applicable, at least equal to the Servicing Fee due the Company in accordance with this Agreement or the servicing fee required
pursuant to the Reconstitution Agreement. The form of relevant Reconstitution Agreement to be entered into by the Purchaser and/or
master servicer or trustee and the Company with respect to Pass-Through Transfers shall be reasonably satisfactory in form and
substance to the Purchaser and the Company, shall not material increase the Company’s obligations or diminish the Company’s rights
hereunder and the representations and warranties and servicing provisions contained therein shall be substantially similar to those
contained in this Agreement, unless otherwise mutually agreed by the parties.
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Reconstitution Date: The date or dates on which any or all of the Mortgage Loans serviced under this Agreement
shall be removed from this Agreement and reconstituted as part of an Agency Transfer or a Pass-Through Transfer pursuant to Section
7.01 hereof. On such date or dates, the Mortgage Loans transferred shall cease to be covered by this Agreement and the Company’s
servicing responsibilities shall cease under this Agreement with respect to the related transferred Mortgage Loans.
Record Date: The close of business of the last Business Day of the month preceding the month of the related
Remittance Date.
REMIC: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.
REMIC Documents: The document or documents creating and governing the administration of a REMIC.
REMIC Eligible Mortgage Loan: A Mortgage Loan held by a REMIC which satisfies and/or complies with all applicable
REMIC Provisions.
REMIC Provisions: Provisions of the federal income tax law relating to a REMIC, which appear at Section 860A
through 86OG of Subchapter M of Chapter 1, Subtitle A of the Code, and related provisions, and regulations, rulings or pronouncements
promulgated thereunder, as the foregoing may be in effect from time to time.
Remittance Date: The 18th day (or if such 18th day is not a Business Day, the first Business Day immediately
following) of any month, beginning with the First Remittance Date.
REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: All amounts received with respect to an REO Disposition pursuant to Section 4.16.
REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchasers through foreclosure or by
deed in lieu of foreclosure, as described in Section 4.16.
Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the Stated Principal Balance of the
Mortgage Loan plus (ii) interest on such Stated Principal Balance at the Mortgage Loan Remittance Rate from the date on which
interest has last been paid and distributed to the Purchaser to the date of repurchase, less amounts received or advanced in respect
of such repurchased Mortgage Loan which are being held in the Custodial Account for distribution in the month of repurchase.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
Securities Act of 1933 or the 1933 Act: The Securities Act of 1933, as amended.
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Servicing Advances: All customary, reasonable and necessary “out of pocket” costs and expenses other than Monthly
Advances (including reasonable attorneys’ fees and disbursements) incurred in the performance by the Company of its servicing
obligations, including, but not limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property,
(b) any enforcement or judicial proceedings, including without limitation, foreclosures, (c) the management and liquidation of any
REO Property and (d) compliance with the obligations under Section 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser shall pay to the
Company, which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b)
the outstanding principal balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same
principal amount and period respecting which any related interest payment on a Mortgage Loan is computed. The obligation of the
Purchaser to pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion (including
recoveries with respect to interest from Liquidation Proceeds, to the extent permitted by Section 4.05) of such Monthly Payment
collected by the Company, or as otherwise provided under Section 4.05.
Servicing Fee Rate: 0.25% per annum with respect to the period prior to the initial Interest Adjustment Date and,
for the 5/1 7/1 and 10/1 ARM Loans 0.375% thereafter.
Servicing File: With respect to each Mortgage Loan, the file retained by the Company consisting of originals of all
documents in the Mortgage File which are not delivered to the Custodian and copies of the Mortgage Loan Documents listed in Exhibit B
the originals of which are delivered to the Custodian pursuant to Section 2.01.
Servicing Officer: Any officer of the Company involved in or responsible for, the administration and servicing of
the Mortgage Loans whose name appears on a list of servicing officers furnished by the Company to the Purchaser upon request, as such
list may from time to time be amended.
7/1 ARM Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this Agreement which contains a provision
whereby the interest rate on such Mortgage Loan is fixed for the first seven (7) years of the term of the related Mortgage Loan and
which thereafter is converted to a Treasury Rate Mortgage Loan or a LIBOR Mortgage Loan except that the Periodic Rate Cap does not
apply to the initial Interest Rate Adjustment Date for the related Mortgage Loan.
Stated Principal Balance: As to each Mortgage Loan, (i) the principal balance of the Mortgage Loan at the related
Cut-off Date after giving effect to payments of principal due on or before such date, whether or not received, minus (ii) all amounts
previously distributed to the Purchaser with respect to the related Mortgage Loan representing payments or recoveries of principal or
advances in lieu thereof.
Subservicer: Any Subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing Agreement. Any
subservicer shall meet the qualifications set forth in Section 4.01.
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Subservicing Agreement: An agreement between the Company and a Subservicer for the servicing of the Mortgage Loans.
10/1 ARM Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this Agreement which contains a provision
whereby the interest rate on such Mortgage Loan is fixed for the first ten (10) years of the term of the related Mortgage Loan and
which thereafter is converted to a Treasury Rate Mortgage Loan or a LIBOR Mortgage Loan except that the Periodic Rate Cap does not
apply to the initial Interest Rate Adjustment Date for the related Mortgage Loan.
3/1 ARM Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this Agreement which contains a provision
whereby the interest rate on such Mortgage Loan is fixed for the first three (3) years of the term of the related Mortgage Loan and
which thereafter is converted to a Treasury Rate Mortgage Loan or a LIBOR Mortgage Loan.
Treasury Rate Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this Agreement which contains a
provision whereby the interest rate on such Mortgage Loan is adjusted based upon the weekly average yield on U.S. Treasury securities.
Underwriting Guidelines: The underwriting guidelines of the Company with respect to mortgage loans similar to the
Mortgage Loans, attached hereto as Exhibit H.
UGI: United Guaranty Residential Insurance Company or any successor thereto.
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; DELIVERY OF DOCUMENTS
Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files.
The Company, on each Closing Date, does hereby sell, transfer, assign, set over and convey to the Purchaser, without
recourse, but subject to the terms of this Agreement, all the right, title and interest of the Company in and to the Mortgage Loans
in the related Mortgage Loan Package, excluding the right to service the Mortgage Loans which the Company expressly retains. Pursuant
to Section 2.03, the Company has delivered the Mortgage Loan Documents for each Mortgage Loan in the Mortgage Loan Package to the
Custodian.
The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for
the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents
of each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each
Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such
retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each
Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately in the Purchaser, and the
ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the
Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the
Purchaser and only in such custodial capacity. Each Servicing File shall be segregated from the other books and records of the
Company and shall be marked appropriately to reflect clearly the sale of the related Mortgage Loan to the Purchaser. The Company
shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser,
unless such release is required as incidental to the Company’s servicing of the Mortgage Loans or is in connection with a repurchase
of any Mortgage Loan pursuant to Section 3.03, 3.05, 3.07, or 6.02.
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Books and Records; Transfers of Mortgage Loans.
From and after the sale of the Mortgage Loans to the Purchaser all rights arising out of the Mortgage Loans in a
Mortgage Loan Package including but not limited to all funds received on or in connection with the Mortgage Loan, shall be received
and held by the Company in trust for the benefit of the Purchaser as owner of the Mortgage Loans, and the Company shall retain record
title to the related Mortgages for the sole purpose of facilitating the servicing and the supervision of the servicing of the
Mortgage Loans.
The sale of each Mortgage Loan in a Mortgage Loan Package shall be reflected on the Company’s balance sheet and
other financial statements as a sale of assets by the Company. The Company shall be responsible for maintaining, and shall maintain,
a complete set of books and records for each Mortgage Loan which shall be marked clearly to reflect the ownership of each Mortgage
Loan by the Purchaser. In particular, the Company shall maintain in its possession, available for inspection by the Purchaser, or its
designee and shall deliver to the Purchaser upon demand, evidence of compliance with all federal, state and local laws, rules and
regulations, and requirements of Fannie Mae or Freddie Mac, including but not limited to documentation as to the method used in
determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the Mortgaged Property,
documentation evidencing insurance coverage and eligibility of any condominium project for approval by Fannie Mae and periodic
inspection reports as required by Section 4.13. To the extent that original documents are not required for purposes of realization of
Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or microfiche or such
other reliable means of recreating original documents, including but not limited to, optical imagery techniques so long as the
Company complies with the requirements of the Fannie Mae Selling and Servicing Guide, as amended from time to time.
The Company shall maintain with respect to each Mortgage Loan and shall make available for inspection by any
Purchaser or its designee the related Servicing File during the time the Purchaser retains ownership of a Mortgage Loan and
thereafter in accordance with applicable laws and regulations.
The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as
it may prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer
is in compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any
person with respect to this agreement or the Mortgage Loans unless the books and records show such person as the owner of the
Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans,
provided, however, that (i) the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such
transferee shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of
transfer and an assignment and assumption of this Agreement in the form of Exhibit G hereto executed by the transferee shall have
been delivered to the Company, and (ii) with respect to each Mortgage Loan Package, in no event shall there be more than five Persons
at any given time having the status of “Purchaser” hereunder. The Purchaser also shall advise the Company of the transfer. Upon
receipt of notice of the transfer, the Company shall mark its books and records to reflect the ownership of the Mortgage Loans of
such assignee, and shall release the previous Purchaser from its obligations hereunder with respect to the Mortgage Loans sold or
transferred. Purchaser shall not to transfer to any assignee any pool of Mortgage Loans with a aggregate outstanding principal
balance of less than $10,000,000 without the consent of the Company; provided, however, if the Company fails to consent to the
transfer of a pool of Mortgage Loans as contemplated in this sentence, Purchaser shall have the right to purchase the servicing
rights associated with such Mortgage Loans at a price to mutually agreed to by Purchaser and Company, exercising good faith.
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Delivery of Documents.
On or before the date which is agreed upon by the Purchaser and the Company in the related Confirmation, the Company
shall deliver and release to the Custodian those Mortgage Loan Documents as required by this Agreement with respect to each Mortgage
Loan in the related Mortgage Loan Package a list of which is attached to the related Assignment and Conveyance.
On or prior to the related Closing Date, the Custodian shall certify its receipt of all such Mortgage Loan Documents
required to be delivered pursuant to the Custodial Agreement, as evidenced by the Initial Certification of the Custodian in the form
annexed to the Custodial Agreement. The Company shall be responsible for maintaining the Custodial Agreement for the benefit of the
Purchaser. Purchaser shall pay all fees and expenses of the Custodian.
The Company shall forward to the Custodian original documents evidencing an assumption, modification, consolidation
or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one week of their execution, provided,
however, that the Company shall provide the Custodian with a certified true copy of any such document submitted for recordation
within one week of its execution, and shall provide the original of any document submitted for recordation or a copy of such document
certified by the appropriate public recording office to be a true and complete copy of the original within 180 days of its submission
for recordation.
In the event an Officer’s Certificate of the Company is delivered to the Custodian because of a delay caused by the
public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 180 days of the
related Closing Date, an Officer’s Certificate which shall (i) identify the recorded document, (ii) state that the recorded document
has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time
generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the
date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian
the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be
requested from the Purchaser, which consent shall not be unreasonably withheld.
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On or prior to the date which is three Business Days prior to the related Closing Date, the Company shall deliver to
the Purchaser the related Mortgage Loan Schedule.
REPRESENTATIONS AND WARRANTIES;
REMEDIES AND BREACH
Company Representations and Warranties.
The Company represents and warrants to the Purchaser that as of each Closing Date:
Due Organization and Authority. The Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of New York and has all licenses necessary to carry on its business as now being conducted and is
licensed, qualified and in good standing in each state where a Mortgaged Property is located if the laws of such state require
licensing or qualification in order to conduct business of the type conducted by the Company, and in any event the Company is in
compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan and the
servicing of such Mortgage Loan in accordance with the terms of this Agreement; the Company has the full corporate power and
authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of
this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Company and the consummation
of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and
enforceable obligation of the Company; and all requisite corporate action has been taken by the Company to make this Agreement valid
and binding upon the Company in accordance with its terms;
Ordinary Course of Business. The consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of the Company, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by
the Company pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any
applicable jurisdiction;
No Conflicts. Neither the execution and delivery of this Agreement, the acquisition of the Mortgage Loans by the
Company, the sale of the Mortgage Loans to the Purchaser or the transactions contemplated hereby, nor the fulfillment of or
compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions
or provisions of the Company’s charter or by-laws or any legal restriction or any agreement or instrument to which the Company is now
a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the
violation of any law, rule, regulation, order, judgment or decree to which the Company or its property is subject, or impair the
ability of the Purchaser to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;
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Ability to Service. The Company is an approved seller/servicer of conventional residential mortgage loans for
Fannie Mae or Freddie Mac, with the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage
loans of the same type as the Mortgage Loans. The Company is in good standing to sell mortgage loans to and service mortgage loans
for Fannie Mae or Freddie Mac, and no event has occurred, including but not limited to a change in insurance coverage, which would
make the Company unable to comply with Fannie Mae or Freddie Mac eligibility requirements or which would require notification to
either Fannie Mae or Freddie Mac;
Reasonable Servicing Fee. The Company acknowledges and agrees that the Servicing Fee, as calculated at the
Servicing Fee Rate, represents reasonable compensation for performing such services and that the entire Servicing Fee shall be
treated by the Company, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans
pursuant to this Agreement.
Ability to Perform. The Company does not believe, nor does it have any reason or cause to believe, that it cannot
perform each and every covenant contained in this Agreement. The Company is solvent and the sale of the Mortgage Loans is not
undertaken to hinder, delay or defraud any of the Company’s creditors;
No Litigation Pending. There is no action, suit, proceeding or investigation pending or to the best of the
Company’s knowledge threatened against the Company which, either in any one instance or in the aggregate, may result in any material
adverse change in the business, operations, financial condition, properties or assets of the Company, or in any material impairment
of the right or ability of the Company to carry on its business substantially as now conducted, or in any material liability on the
part of the Company, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or
to be taken in connection with the obligations of the Company contemplated herein, or which would be likely to impair materially the
ability of the Company to perform under the terms of this Agreement;
No Consent Required. No consent, approval, authorization or order of any court or governmental agency or body is
required for the execution, delivery and performance by the Company of or compliance by the Company with this Agreement or the sale
of the Mortgage Loans as evidenced by the consummation of the transactions contemplated by this Agreement, or if required, such
approval has been obtained prior to the related Closing Date;
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Selection Process. The Mortgage Loans were selected from among the adjustable rate one- to four-family mortgage
loans in the Company’s portfolio at the related Closing Date as to which the representations and warranties set forth in Section 3.02
could be made and such selection was not made in a manner so as to affect adversely the interests of the Purchaser;
Pool Characteristics. With respect to each Mortgage Loan Package, the Mortgage Loan characteristics set forth on
Exhibit 2 to the related Assignment and Conveyance are true and complete.
No Untrue Information. Neither this Agreement nor any statement, report or other document furnished or to be
furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of fact
or omits to state a fact necessary to make the statements contained therein not misleading;
Sale Treatment. The Company has determined that the disposition of the Mortgage Loans pursuant to this Agreement
will be afforded sale treatment for accounting and tax purposes;
Financial Statements. There has been no change in the business, operations, financial condition, properties or
assets of the Company since the date of the Company’s most recent financial statements that would have a material adverse effect on
its ability to perform its obligations under this Agreement;
No Brokers’ Fees. The Company has not dealt with any broker, investment banker, agent or other person that may be
entitled to any commission or compensation in connection with the sale of the Mortgage Loans;
Origination. The Company’s decision to originate any mortgage loan or to deny any mortgage loan application is an
independent decision based upon Company’s Underwriting Guidelines, and is in no way made as a result of Purchaser’s decision to
purchase, or not to purchase, or the price Purchaser may offer to pay for, any such mortgage loan, if originated; and
MERS. The Company is a member of MERS in good standing, and will comply in all material respects with the rules and
procedures of MERS in connection with the servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are registered with
MERS;
Representations and Warranties Regarding Individual Mortgage Loans.
As to each Mortgage Loan, the Company hereby represents and warrants to the Purchaser that as of the related Closing
Date:
Mortgage Loans as Described. The information set forth in each Mortgage Loan Schedule is complete, true and correct
in all material respects;
Payments Current. All payments required to be made up to the related Closing Date for the Mortgage Loan under the
terms of the Mortgage Note have been made and credited. No payment required under the Mortgage Loan has been more than 30 days
delinquent at any time in the twelve months prior to the related Closing Date. The first Monthly Payment shall be made with respect
to the Mortgage Loan on its Due Date or within the grace period, all in accordance with the terms of the related Mortgage Note;
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No Outstanding Charges. There are no defaults in complying with the terms of the Mortgages, and all taxes,
governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously
became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item
which remains unpaid and which has been assessed but is not yet due and payable. The Company has not advanced funds, or induced,
solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of
any amount required under the Mortgage Loan, except for interest accruing from the date of the Mortgage Note or date of disbursement
of the Mortgage Loan proceeds, whichever is greater, to the day which precedes by one month the Due Date of the first installment of
principal and interest;
Original Terms Unmodified. The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or
modified in any respect, except by a written instrument which has been recorded, if necessary to protect the interests of the
Purchaser and which has been delivered to the Custodian. The substance of any such waiver, alteration or modification has been
approved by the issuer of any related PMI Policy and the title insurer, to the extent required by the policy, and its terms are
reflected on the related Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an
assumption agreement approved by the issuer of any related PMI Policy and the title insurer, to the extent required by the policy,
and which assumption agreement is part of the Mortgage Loan File delivered to the Custodian and the terms of which are reflected in
the related Mortgage Loan Schedule;
No Defenses. The Mortgage Loan is not subject to any right of rescission, set-off, counterclaim or defense,
including without limitation the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage,
or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or
subject to any right of rescission, set-off, counterclaim or defense, including without limitation the defense of usury, and no such
right of rescission, set-off, counterclaim or defense has been asserted with respect thereto, and no Mortgagor was a debtor in any
state or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan was originated;
Hazard Insurance. Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged
Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as
are customary in the area where the Mortgaged Property is located pursuant to insurance policies conforming to the requirements of
Section 4.10. If upon origination of the Mortgage Loan, the Mortgaged Property was in an area identified in the Federal Register by
the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood
insurance policy meeting the requirements of the current guidelines of the Federal Flood Insurance Administration is in effect which
policy conforms to the requirements of Section 4.10. All individual insurance policies contain a standard mortgagee clause naming the
Company and its successors and assigns as mortgagee, and all premiums thereon have been paid. The Mortgage obligates the Mortgagor
thereunder to maintain the hazard insurance policy at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so,
authorizes the holder of the Mortgage to obtain and maintain such insurance at such Mortgagor’s cost and expense, and to seek
reimbursement therefor from the Mortgagor. Where required by state law or regulation, the Mortgagor has been given an opportunity to
choose the carrier of the required hazard insurance, provided the policy is not a “master” or “blanket” hazard insurance policy
covering the common facilities of a planned unit development. The hazard insurance policy is the valid and binding obligation of the
insurer, is in full force and effect, and will be in full force and effect and inure to the benefit of the Purchaser upon the
consummation of the transactions contemplated by this Agreement. The Company has not engaged in, and has no knowledge of the
Mortgagor’s or any Subservicer’s having engaged in, any act or omission which would impair the coverage of any such policy, the
benefits of the endorsement provided for herein, or the validity and binding effect of either, including without limitation, no
unlawful fee, unlawful commission, unlawful kickback or other unlawful compensation or value of any kind has been or will be
received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received,
retained or realized by the Company;
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Compliance with Applicable Laws. Any and all requirements of any federal, state or local law including, without
limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or
disclosure laws applicable to the Mortgage Loan have been complied with, and the Company shall maintain in its possession, available
for the Purchaser’s inspection, and shall deliver to the Purchaser upon demand, evidence of compliance with all such requirements;
No Satisfaction of Mortgage. The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or
in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument
been executed that would effect any such release, cancellation, subordination or rescission. The Company has not waived the
performance by the Mortgagor of any action, if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in
default, nor has the Company waived any default resulting from any action or inaction by the Mortgagor;
Location and Type of Mortgaged Property. The Mortgaged Property is a fee simple property located in the state
identified in the related Mortgage Loan Schedule and consists of a parcel of real property with a detached single family residence
erected thereon, or an individual condominium unit in a low-rise condominium project, or an individual unit in a planned unit
development, provided, however, that any condominium project or planned unit development shall conform with the Company’s
Underwriting Guidelines regarding such dwellings, and no residence or dwelling is a mobile home or a manufactured dwelling. No
portion of the Mortgaged Property is used for commercial purposes;
Valid First Lien. The Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged
Property, including all buildings and improvements on the Mortgaged Property, and all additions, alterations and replacements made at
any time with respect to the foregoing. The lien of the Mortgage is subject only to:
the lien of current real property taxes and assessments not yet due and payable;
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covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the
date of recording acceptable to mortgage lending institutions generally and specifically referred to in the lender’s title
insurance policy delivered to the originator of the Mortgage Loan and (i) referred to or to otherwise considered in the
appraisal made for the originator of the Mortgage Loan or (ii) which do not adversely affect the Appraised Value of the
Mortgaged Property set forth in such appraisal; and
other matters to which like properties are commonly subject which do not materially interfere with the benefits of
the security intended to be provided by the mortgage or the use, enjoyment, value or marketability of the related Mortgaged
Property.
Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan
establishes and creates a valid, subsisting and enforceable first lien and first priority security interest on the property described
therein and the Company has full right to sell and assign the same to the Purchaser. The Mortgaged Property was not, as of the date
of origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed to secured debt or other security instrument creating
a lien subordinate to the lien of the Mortgage;
Validity of Mortgage Documents. The Mortgage Note and the Mortgage are genuine, and each is the legal, valid and
binding obligation of the maker thereof enforceable in accordance with its terms. All parties to the Mortgage Note and the Mortgage
and any other related agreement had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and
the Mortgage and any other related agreement, and the Mortgage Note and the Mortgage have been duly and properly executed by such
parties. No fraud was committed by the Company, or to the Company's knowledge by any other person including the Mortgagor, in
connection with the origination or servicing of the Mortgage Loan. The Company has reviewed all of the documents constituting the
Servicing File and has made such inquiries as it deems necessary to make and confirm the accuracy of the representations set forth
herein;
Full Disbursement of Proceeds. The Mortgage Loan has been closed and the proceeds of the Mortgage Loan have been
fully disbursed and there is no requirement for future advances thereunder, and any and all requirements as to completion of any
on-site or off-site improvement and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and
expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is not
entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;
Ownership. The Company is the sole owner of record and holder of the Mortgage Loan. The Mortgage Loan is not
assigned or pledged, and the Company has good and marketable title thereto, and has full right to transfer and sell the Mortgage Loan
therein to the Purchaser free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security
interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell
and assign each Mortgage Loan pursuant to this Agreement;
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Doing Business. All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee,
pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any
and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (2) organized under
the laws of such state, or (3) qualified to do business in such state, or (4) federal savings and loan associations or national banks
having principal offices in such state, or (5) not doing business in such state;
LTV, PMI Policy. Any Mortgage Loan with an LTV over 80% has a PMI Policy insuring, as to payment defaults, the
excess LTV over 71% (or such other percentage as stated in the related Confirmation) of the Appraised Value until the LTV of such
Mortgage Loan is reduced to 80%. All provisions of such PMI Policy have been and are being complied with, such policy is in full
force and effect, and all premiums due thereunder have been paid. No action, inaction, or event has occurred and no state of facts
exists that has, or will result in the exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a PMI Policy
obligates the Mortgagor thereunder to maintain the PMI Policy and to pay all premiums and charges in connection therewith; provided,
that, with respect to LPMI Loans, the Company is obligated thereunder to maintain the LPMI Policy and to pay all premiums and charges
in connection therewith. The Mortgage Interest Rate for the Mortgage Loan as set forth on the Mortgage Loan Schedule is net of any
insurance premium excluded any premium for the LPMI Policy;
Title Insurance. The Mortgage Loan is covered by either (i) an attorney’s opinion of title and abstract of title
the form and substance of which is acceptable to mortgage lending institutions making mortgage loans in the area where the Mortgaged
Property is located or (ii) an ALTA lender’s title insurance policy or other generally acceptable form of policy of insurance
acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do
business in the jurisdiction where the Mortgaged Property is located, insuring the Company, its successors and assigns, as to the
first priority lien of the Mortgage in the original principal amount of the Mortgage Loan (or to the extent that a Mortgage Note
provides for negative amortization, the maximum amount of negative amortization in accordance with the Mortgage), and against any
loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for
adjustment in the Mortgage Interest Rate and Monthly Payment, subject only to the exceptions contained in clauses (1), (2) and (3) of
paragraph (j) of this Section 3.02. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose
the carrier of the required mortgage title insurance. Additionally, such lender’s title insurance policy affirmatively insures
ingress and egress, and against encroachments by or upon the Mortgaged Property or any interest therein. The Company is the sole
insured of such lender’s title insurance policy, and such lender’s title insurance policy is in full force and effect and will be in
force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such
lender’s title insurance policy, and no prior holder of the Mortgage, including the Company, has done, by act or omission, anything
which would impair the coverage of such lender’s title insurance policy including without limitation, no unlawful fee, commission,
kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm
or other person or entity, and no such unlawful items have been received, retained or realized by the Company;
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No Defaults. There is no default, breach, violation or event of acceleration existing under the Mortgage or the
Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration, and neither the Company nor its predecessors have waived any
default, breach, violation or event of acceleration;
No Mechanics’ Liens. There are no mechanics’ or similar liens or claims which have been filed for work, labor or
material (and no rights are outstanding that under the law could give rise to such liens) affecting the related Mortgaged Property
which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage;
Location of Improvements; No Encroachments. All improvements which were considered in determining the Appraised
Value of the Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property and no
improvements on adjoining properties encroach upon the Mortgaged Property. No improvement located on or being part of the Mortgaged
Property is in violation of any applicable zoning law or regulation;
Origination; Payment Terms. The Mortgage Loan was originated by either i) the Company, which is a FNMA-approved,
FHLMC-approved and HUD-approved mortgage banker, or ii) an entity that is a FNMA-approved, FHLMC-approved and HUD-approved mortgage
banker, or a savings and loan association, a savings bank, a commercial bank or similar banking institution which is supervised and
examined by a Federal or state authority. The interest rate on the related Mortgage Note is adjusted annually in the case of
Treasury Rate Mortgage Loans and LIBOR Mortgage Loans on each Interest Rate Adjustment Date to equal the Index plus the Gross Margin,
subject to the Initial Rate Cap, Periodic Rate Cap and the Lifetime Mortgage Interest Rate Cap as set forth in the Mortgage Note. The
Mortgage Interest Rate for a 5/1 ARM Mortgage Loan and a 3/1 ARM Mortgage Loan is adjusted annually commencing from and after the
sixtieth Monthly Payment and the thirty-sixth Monthly Payment, respectively, in the same manner as a Treasury Rate Mortgage Loan and
LIBOR Mortgage Loan, provided, however, that the Periodic Rate Cap does not apply to the initial Interest Rate Adjustment Date for
such 5/1 ARM Mortgage Loan (the Initial Rate Cap does apply). The Mortgage Note is payable each month in monthly installments of
principal and interest, with interest in arrears, and requires Monthly Payments sufficient to amortize the original principal balance
of the Mortgage Loan over a term of no more than 30 years. Each Convertible Mortgage Loan contains a provision whereby the Mortgagor
is permitted to convert the Mortgage Loan to a fixed-rate mortgage loan at any time between the first and fifth anniversary of the
origination of the Mortgage Loan. No Mortgage Loan has a provision for negative amortization;
Customary Provisions. The Mortgage contains customary and enforceable provisions such as to render the rights and
remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided
thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii) otherwise by judicial
foreclosure. Upon default by a Mortgagor on a Mortgage Loan and foreclosure on, or trustee’s sale of, the Mortgaged Property pursuant
to the proper procedures, the holder of the Mortgage Loan will be able to deliver good and merchantable title to the Mortgaged
Property. There is no homestead or other exemption available to a Mortgagor which would interfere with the right to sell the
Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage;
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Conformance with Underwriting Guidelines. The Mortgage Loan was underwritten in accordance with the Company’s
Underwriting Guidelines in effect at the time the Mortgage Loan was originated.;
Occupancy of the Mortgaged Property. As of the related Closing Date the Mortgaged Property is lawfully occupied
under applicable law. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions
of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of
occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. The Mortgagor represented
at the time of origination of the Mortgage Loan that the Mortgagor would occupy the Mortgaged Property as the Mortgagor’s primary
residence;
No Additional Collateral. The Mortgage Note is not and has not been secured by any collateral except the lien of
the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in (j)
above;
Deeds of Trust. In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable
law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are
or will become payable by the Purchasers to the trustee under the deed of trust, except in connection with a trustee’s sale after
default by the Mortgagor;
Acceptable Investment. The Company has no knowledge of any circumstances or conditions with respect to the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit standing that can reasonably be expected to cause private
institutional investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become delinquent, or
adversely affect the value or marketability of the Mortgage Loan;
Delivery of Mortgage Documents. The Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
required to be delivered for the Mortgage Loan by the Company under this Agreement as set forth in Exhibit C attached hereto have
been delivered to the Custodian. The Company is in possession of a complete, true and accurate Mortgage File in compliance with
Exhibit B, except for such documents the originals of which have been delivered to the Custodian;
Condominiums/Planned Unit Developments. If the Mortgaged Property is a condominium unit or a planned unit
development (other than a de minimus planned unit development) such condominium or planned unit development project meets Company’s
Underwriting Guidelines with respect to such condominium or planned unit development;
Transfer of Mortgage Loans. The Assignment of Mortgage is in recordable form and is acceptable for recording under
the laws of the jurisdiction in which the Mortgaged Property is located;
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Due on Sale. The Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid
principal balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written
consent of the Mortgagor thereunder;
No Buydown Provisions; No Graduated Payments or Contingent Interests. The Mortgage Loan does not contain provisions
pursuant to which Monthly Payments are paid or partially paid with funds deposited in any separate account established by the
Company, the Mortgagor or anyone on behalf of the Mortgagor, or paid by any source other than the Mortgagor nor does it contain any
other similar provisions currently in effect which may constitute a “buydown” provision. The Mortgage Loan is not a graduated payment
mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature;
Consolidation of Future Advances. Any future advances made prior to the related Cut-off Date have been consolidated
with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single
interest rate and single repayment term. The lien of the Mortgage securing the consolidated principal amount is expressly insured as
having first lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagee’s consolidated interest
or by other title evidence acceptable to Fannie Mae and Freddie Mac. The consolidated principal amount does not exceed the original
principal amount of the Mortgage Loan;
Mortgaged Property Undamaged. There is no proceeding pending or, to the best of the Company’s knowledge, threatened
for the total or partial condemnation of the Mortgaged Property. The Mortgaged Property is undamaged by waste, fire, earthquake or
earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended; and
Collection Practices; Escrow Deposits. The origination, servicing and collection practices used with respect to
the Mortgage Loan have been in accordance with Accepted Servicing Practices, and have been in all respects in compliance with all
applicable laws and regulations. With respect to escrow deposits and Escrow Payments, all such payments are in the possession of the
Company and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been
made. All Escrow Payments have been collected in full compliance with state and federal law. An escrow of funds is not prohibited by
applicable law and has been established in an amount sufficient to pay for every item which remains unpaid and which has been
assessed but is not yet due and payable. No escrow deposits or Escrow Payments or other charges or payments due the Company have been
capitalized under the Mortgage or the Mortgage Note. All Mortgage Interest Rate adjustments have been made in strict compliance with
state and federal law and the terms of the related Mortgage Note. Any interest required to be paid pursuant to state and local law
has been properly paid and credited;
Appraisal. The Mortgage File contains an appraisal of the related Mortgage Property signed prior to the approval of
the Mortgage Loan application by a qualified appraiser, duly appointed by the Company, who had no interest, direct or indirect in the
Mortgaged Property or in any loan made on the security thereof; and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Fannie Mae, Freddie Mac or Title XI of the
Federal Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on
the date the Mortgage Loan was originated;
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Soldiers’ and Sailors’ Relief Act. The Mortgagor has not notified the Company, and the Company has no knowledge of
any relief requested or allowed to the Mortgagor under the Soldiers’ and Sailors’ Civil Relief Act of 1940;
Environmental Matters. The Mortgaged Property is free from any and all toxic or hazardous substances and there
exists no violation of any local, state or federal environmental law, rule or regulation. To the best of the Company’s knowledge,
there is no pending action or proceeding directly involving any Mortgaged Property of which the Company is aware in which compliance
with any environmental law, rule or regulation is an issue; and to the best of the Company’s knowledge, nothing further remains to be
done to satisfy in full all requirements of each such law, rule or regulation consisting a prerequisite to use and enjoyment of said
property;
No Construction Loans. No Mortgage Loan was made in connection with (i) the construction or rehabilitation of a
Mortgaged Property or (ii) facilitating the trade-in or exchange of a Mortgaged Property;
Insurance. The Company has caused or will cause to be performed any and all acts required to preserve the rights and
remedies of the Purchaser in any insurance policies applicable to the Mortgage Loans including, without limitation, any necessary
notifications of insurers, assignments of policies or interests therein, and establishments of coinsured, joint loss payee and
mortgagee rights in favor of the Purchaser; No action, inaction, or event has occurred and no state of fact exists or has existed
that has resulted or will result in the exclusion from, denial of, or defense to coverage under any applicable pool insurance policy,
special hazard insurance policy, PMI Policy or bankruptcy bond, irrespective of the cause of such failure of coverage. In connection
with the placement of any such insurance, no commission, fee, or other compensation has been or will be received by the Company or
any designee of the Company or any corporation in which the Company or any officer, director, or employee had a financial interest at
the time of placement of such insurance;
Regarding the Mortgagor. The Mortgagor is one or more natural persons and/or trustees for an Illinois land trust or
a trustee under a “living trust” and such “living trust” is in compliance with Fannie Mae guidelines for such trusts.
Predatory Lending Regulations; High Cost Loans. None of the Mortgage Loans are classified as (a) “high cost” loans
under the Home Ownership and Equity Protection Act of 1994 or (b) “high cost,” “threshold,” or “predatory” loans under any other
applicable state, federal or local law.
Simple Interest Mortgage Loans. None of the Mortgage Loans are simple interest Mortgage Loans.
Single Premium Credit Life Insurance. None of the proceeds of the Mortgage Loan were used to finance
single-premium credit life insurance policies.
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Tax Service ContractThe Company has obtained a life of loan, transferable real estate Tax Service Contract on
each Mortgage Loan and such contract is assignable without penalty, premium or cost to the Purchaser;
Flood Certification Contract. The Company has obtained a life of loan, transferable flood certification
contract with a Approved Flood Certification Provider for each Mortgage Loan and such contract is assignable without penalty, premium
or cost to the Purchaser;
FICO Scores. Each Mortgage Loan has a non-zero FICO score;
Prepayment Fee. With respect to each Mortgage Loan that has a prepayment fee feature, each such prepayment fee is
enforceable and will be enforced by the Company, and each prepayment penalty in permitted pursuant to federal, state and local law.
No Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was
originated. Except as otherwise set forth in the related Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a
prepayment fee, such prepayment fee is at least equal to the lesser of (A) the maximum amount permitted under applicable law and (B)
six months interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal balance of
such Mortgage Loan; and
Recordation. Each original Mortgage was recorded and, except for those Mortgage Loans subject to the MERS
identification system, all subsequent assignments of the original Mortgage (other than the assignment to the Purchaser) have been
recorded in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of
the Company, or is in the process of being recorded;
Leaseholds. If the Mortgaged Property is subject to a ground lease or any other type of leasehold interest,
the ground lease or other leasehold interest exceeds the remaining term of the related Mortgage Loan.
Remedies for Breach of Representations and Warranties.
It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall
survive the sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall
inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of
Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by either the Company or the Purchaser of a
breach of any of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans
or the interest of the Purchaser, or which materially and adversely affects the interests of Purchaser in the related Mortgage Loan
in the case of a representation and warranty relating to a particular Mortgage Loan (in the case of any of the foregoing, a
“Breach”), the party discovering such Breach shall give prompt written notice to the other.
With respect to those representations and warranties which are made to the best of the Company’s knowledge, if it is
discovered by the Company or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy
materially and adversely affects the value of the related Mortgage Loan or the interest of the Purchaser (or which materially and
adversely affects the value of a Mortgage Loan or the interests of the Purchaser in the related Mortgage Loan in the case of a
representation and warranty relating to a particular Mortgage Loan), notwithstanding the Company’s lack of knowledge with respect to
the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and
warranty.
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Within 60 days of the earlier of either discovery by or notice to the Company of any Breach of a representation or
warranty, the Company shall use its best efforts promptly to cure such Breach in all material respects and, if such Breach cannot be
cured, the Company shall, at the Purchaser’s option and subject to Section 3.06, repurchase such Mortgage Loan at the Repurchase
Price. In the event that a Breach shall involve any representation or warranty set forth in Section 3.01, and such Breach cannot be
cured within 60 days of the earlier of either discovery by or notice to the Company of such Breach, all of the Mortgage Loans shall,
at the Purchaser’s option and subject to Section 3.06, be repurchased by the Company at the Repurchase Price. However, if the Breach
shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such Breach
within 120 days of the related Closing Date, the Company shall, at the Purchaser’s option and provided that the Company has a
Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (a “Deleted
Mortgage Loan”) and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that any such substitution shall
be effected not later than 120 days after the related Closing Date. If the Company has no Qualified Substitute Mortgage Loan, it
shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this
Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to
Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased
Mortgage Loan or Loans and being held in the Custodial Account for future distribution.
At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the
Deleted Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted
Mortgage Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written
notice to the Purchaser that such repurchase or substitution has taken place, amend the related Mortgage Loan Schedule to reflect the
withdrawal of the Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute
Mortgage Loan and amend the related Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this
Agreement. In connection with any such substitution, the Company shall be deemed to have made as to such Qualified Substitute
Mortgage Loan the representations and warranties set forth in this Agreement except that all such representations and warranties set
forth in this Agreement shall be deemed made as of the date of such substitution. The Company shall effect such substitution by
delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage
Note endorsed as required by Section 2.03. No substitution will be made in any calendar month after the Determination Date for such
month. The Company shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee due on such Qualified Substitute
Mortgage Loan or Loans in the month following the date of such substitution. Monthly Payments due with respect to Qualified
Substitute Mortgage Loans in the month of substitution shall be retained by the Company. For the month of substitution, distributions
to Purchaser shall include the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall
thereafter be entitled to retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan.
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For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the
Company shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of
the date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of
scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in
the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from its
own funds into the Custodial Account an amount equal to the amount of such shortfall.
Any cause of action against the Company relating to or arising out of the Breach of any representations and
warranties made in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) discovery of such Breach by the Purchaser or
notice thereof by the Company to the Purchaser, (ii) failure by the Company to cure such Breach or repurchase such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.
Indemnification.
The Company agrees to indemnify the Purchaser and hold it harmless from and against any and all claims, losses,
damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the
Purchaser may sustain in any way related any assertion based on, grounded upon resulting from a Breach of any of the Company’s
representations and warranties contained herein. In addition to the obligations of the Company set forth in this Section 3.04, the
Purchaser may pursue any and all remedies otherwise available at law or in equity, including, but not limited to, the right to seek
damages. The provisions of this Section 3.04 shall survive termination of this Agreement.
It is understood and agreed that the obligations of the Company set forth in Sections 3.03 and 3.04 to cure,
substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser constitute the sole remedies of the Purchaser
respecting a Breach of the foregoing representations and warranties.
Repurchase Upon Conversion.
In the event the Mortgagor under any Convertible Mortgage Loan elects to convert said Mortgage Loan to a fixed rate mortgage
loan, as provided in the related Mortgage Note, then the Company shall repurchase the related Mortgage Loan in the month the
conversion takes place and in the manner prescribed in Section 3.04 at the Repurchase Price.
29
Restrictions and Requirements Applicable in the Event that a Mortgage Loan is Acquired by a REMIC
In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision of this Agreement,
the following provisions shall be applicable to such Mortgage Loan:
Repurchase of Mortgage Loans.
With respect to any Mortgage Loan that is not in default or as to which no default is imminent, no repurchase or
substitution pursuant to Subsection 3.03, 3.05, 3.07 or 7.02 shall be made, unless, if so required by the applicable REMIC Documents
the Company has obtained an Opinion of Counsel to the effect that such repurchase will not (i) result in the imposition of taxes on
“prohibited transactions” of such REMIC (as defined in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii) cause
the REMIC to fail to qualify as a REMIC at any time.
General Servicing Obligations.
The Company shall sell any REO Property within two years after its acquisition by the REMIC unless (i) the Company
applies for an extension of such two-year period from the Internal Revenue Service pursuant to the REMIC Provisions and Code Section
856(e)(3), in which event such REO Property shall be sold within the applicable extension period, or (ii) the Company obtains for the
Purchaser an Opinion of Counsel, addressed to the Purchaser and the Company, to the effect that the holding by the REMIC of such REO
Property subsequent to such two year period will not result in the imposition of taxes on “prohibited transactions” as defined in
Section 860F of the Code or cause the REMIC to fail to qualify as a REMIC under the REMIC Provisions or comparable provisions of
relevant state laws at any time. The Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely
for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) or result in the receipt by the REMIC of any “income from
non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure property” which is
subject to taxation under Section 860G(a)(1) of the Code. Pursuant to its efforts to sell such REO Property, the Company shall either
itself or through an agent selected by the Company protect and conserve such REO Property in the same manner and to such extent as is
customary in the locality where such REO Property is located and may, incident to its conservation and protection of the interests of
the Purchaser, rent the same, or any part thereof, as the Company deems to be in the best interest of the Company and the Purchaser
for the period prior to the sale of such REO Property; provided, however, that any rent received or accrued with respect to such REO
Property qualifies as “rents from real property” as defined in Section 856(d) of the Code.
Additional Covenants.
In addition to the provision set forth in this Section 3.06, if a REMIC election is made with respect to the
arrangement under which any of the Mortgage Loans or REO Properties are held, then, with respect to such Mortgage Loans and/or REO
Properties, and notwithstanding the terms of this Agreement, the Company shall not take any action, cause the REMIC to take any
action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case
may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon the REMIC (including but
not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on “contributions” to a
REMIC set forth in Section 860G(d) of the Code) unless the Company has received an Opinion of Counsel (at the expense of the party
seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the
imposition of any such tax.
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If a REMIC election is made with respect to the arrangement under which any Mortgage Loans or REO Properties are
held, the Company shall amend this Agreement such that it will meet all Rating Agency requirements.
Review of Mortgage Loans
From the related Closing Date until the date 15 days after the related Closing Date, the Purchaser shall have the
right to review the Mortgage Files and obtain BPOs and other property evaluations on the Mortgaged Properties relating to the
Mortgage Loans purchased on the related Closing Date, with the results of such BPO or property evaluation reviews to be communicated
to the Company for a period up to 15 days after the related Closing Date. In addition, the Purchaser shall have the right to reject
any Mortgage Loan which in the Purchaser’s sole determination (i) fails to conform to the Underwriting Guidelines, (ii) the value of
the Mortgaged Property pursuant to any BPO or property evaluation varies by more than plus or minus 15% from the lesser of (A) the
original appraised value of the Mortgage Property or (B) the purchase price of the Mortgaged Property as of the date of origination
(a “Value Issue”), (iii) the Mortgage Loan is underwritten without verification of the Borrower’s income and assets and there is no
credit report and credit score or (iv) the Purchaser deems the Mortgage Loan not to be an acceptable credit risk. The Company shall
repurchase the rejected Mortgage Loan in the manner prescribed in Section 3.03 upon receipt of notice from the Purchaser of the
rejection of such Mortgage Loan; provided, that, in the event that the Purchaser rejects a Mortgage Loan due to a Value Issue, the
Company may submit to the Purchaser an additional property evaluation for purposes of demonstrating that the Mortgage Loan does not
have a Value Issue. If the Purchaser and the Company fail to resolve such Value Issue within two weeks of the Purchaser presenting
such Value Issue to the Company, then Company shall have the right to promptly (a) substitute such Mortgage Loan with a Qualified
Substitute Mortgage Loan meeting all the terms hereof, or (b) repurchase such Mortgage Loan in the manner prescribed in Section
3.03. Any rejected Mortgage Loan shall be removed from the terms of this Agreement. The Company shall make available all files
required by Purchaser in order to complete its review, including capturing all CRA/HMDA required data fields. Any review performed
by the Purchaser prior to the related Closing Date does not limit the Purchaser’s rights or the Company’s obligations under this
section. To the extent that the Purchaser’s review discloses that the Mortgage Loans do not conform to the Underwriting Guidelines or
the terms set forth in the Purchaser Price and Terms Letter, the Purchaser may in its sole discretion increase its due diligence
review and obtain additional BPO’s or other property evaluations. The additional review may be for any reason including but not
limited to credit quality, property valuations, and data integrity.
31
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Company to Act as Servicer.
The Company shall service and administer the Mortgage Loans and shall have full power and authority, acting alone,
to do any and all things in connection with such servicing and administration which the Company may deem necessary or desirable,
consistent with the terms of this Agreement and with Accepted Servicing Practices.
Consistent with the terms of this Agreement, the Company may waive, modify or vary any term of any Mortgage
Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if
in the Company’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially
adverse to the Purchasers, provided, however, that the Company shall not make any future advances with respect to a Mortgage Loan
and (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Company,
imminent and the Company has obtained the prior written consent of the Purchaser) the Company shall not permit any modification
of any material term of any Mortgage Loan including any modifications that would change the Mortgage Interest Rate change the
Index, Lifetime Mortgage Interest Rate Cap, Initial Rate Cap or Gross Margin of any Mortgage Loan, defer or forgive the payment
of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or
change the final maturity date on such Mortgage Loan. In the event of any such modification which permits the deferral of
interest or principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance
Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its
own funds, in accordance with Section 5.03, the difference between (a) such month’s principal and one month’s interest at the
Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The
Company shall be entitled to reimbursement for such advances to the same extent as for all other advances made pursuant to
Section 5.03. Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized and
empowered, to execute and deliver on behalf of itself and the Purchasers, all instruments of satisfaction or cancellation, or of
partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to
the Mortgaged Properties. If reasonably required by the Company, the Purchaser shall furnish the Company with any powers of
attorney and other documents necessary or appropriate to enable the Company to carry out its servicing and administrative duties
under this Agreement.
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In servicing and administering the Mortgage Loans, the Company shall employ procedures (including collection
procedures) and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for
its own account, giving due consideration to Accepted Servicing Practices where such practices do not conflict with the requirements
of this Agreement, and the Purchaser’s reliance on the Company.
The Mortgage Loans may be subserviced by the Subservicer on behalf of the Company provided that the Subservicer is a
Fannie Mae-approved lender or a Freddie Mac seller/servicer in good standing, and no event has occurred, including but not limited to
a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Fannie
Mae or for seller/servicers imposed by Freddie Mac, or which would require notification to Fannie Mae or Freddie Mac. The Company may
perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities
on its behalf, but the use by the Company of the Subservicer shall not release the Company from any of its obligations hereunder and
the Company shall remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and omissions
were those of the Company. The Company shall pay all fees and expenses of the Subservicer from its own funds, and the Subservicer’s
fee shall not exceed the Servicing Fee.
At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company
shall be entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing responsibilities to
be performed by a successor Subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing
contained herein shall be deemed to prevent or prohibit the Company, at the Company’s option, from electing to service the related
Mortgage Loans itself. In the event that the Company’s responsibilities and duties under this Agreement are terminated pursuant to
Section 9.04, 10.01 or 11.02, and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate the
rights and responsibilities of the Subservicer as soon as is reasonably possible. The Company shall pay all fees, expenses or
penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company’s own funds without
reimbursement from the Purchaser.
33
Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company
and the Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be relieved
of its obligations to the Purchaser and shall be obligated to the same extent and under the same terms and conditions as if it alone
were servicing and administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the Subservicer
for indemnification of the Company by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.
Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the
Subservicer shall be deemed to be between the Subservicer and Company alone, and the Purchaser shall have no obligations, duties or
liabilities with respect to the Subservicer including no obligation, duty or liability of Purchaser to pay the Subservicer’s fees and
expenses. For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to have
received a payment on a Mortgage Loan when the Subservicer has received such payment.
Liquidation of Mortgage Loans.
In the event that any payment due under any Mortgage Loan and not postponed pursuant to Section 4.01 is not paid
when the same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or obligation under the
Mortgage Loan and such failure continues beyond any applicable grace period, the Company shall take such action as (1) the Company
would take under similar circumstances with respect to a similar mortgage loan held for its own account for investment, (2) shall be
consistent with Accepted Servicing Practices, (3) the Company shall determine prudently to be in the best interest of Purchaser, and
(4) is consistent with any related PMI Policy. In the event that any payment due under any Mortgage Loan is not postponed pursuant to
Section 4.01 and remains delinquent for a period of 90 days or any other default continues for a period of 90 days beyond the
expiration of any grace or cure period, the Company shall commence foreclosure proceedings, provided that, prior to commencing
foreclosure proceedings, the Company shall notify the Purchaser in writing of the Company’s intention to do so, and the Company shall
not commence foreclosure proceedings if the Purchaser objects to such action within 10 Business Days of receiving such notice. In the
event the Purchaser objects to such foreclosure action, the Company shall not be required to make Monthly Advances with respect to
such Mortgage Loan, pursuant to Section 5.03, and the Company’s obligation to make such Monthly Advances shall terminate on the 90th
day referred to above. In such connection, the Company shall from its own funds make all necessary and proper Servicing Advances,
provided, however, that the Company shall not be required to expend its own funds in connection with any foreclosure or towards the
restoration or preservation of any Mortgaged Property, unless it shall determine (a) that such preservation, restoration and/or
foreclosure will increase the proceeds of liquidation of the Mortgage Loan to Purchaser after reimbursement to itself for such
expenses and (b) that such expenses will be recoverable by it either through Liquidation Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to Section 4.05) or through Insurance Proceeds (respecting
which it shall have similar priority).
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Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed
in lieu of foreclosure, in the event the Company has reasonable cause to believe that a Mortgaged Property is contaminated by
hazardous or toxic substances or wastes, or if the Purchaser otherwise requests an environmental inspection or review of such
Mortgaged Property to be conducted by a qualified inspector. Upon completion of the inspection, the Company shall promptly provide
the Purchaser with a written report of the environmental inspection.
After reviewing the environmental inspection report, the Purchaser shall determine how the Company shall proceed
with respect to the Mortgaged Property. In the event (a) the environmental inspection report indicates that the Mortgaged Property is
contaminated by hazardous or toxic substances or wastes and (b) the Purchaser directs the Company to proceed with foreclosure or
acceptance of a deed in lieu of foreclosure, the Company shall be reimbursed for all costs associated with such foreclosure or
acceptance of a deed in lieu of foreclosure and any related environmental clean up costs, as applicable, from the related Liquidation
Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse the Company, the Company shall be entitled to be
reimbursed from amounts in the Custodial Account pursuant to Section 4.05 hereof. In the event the Purchaser directs the Company not
to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Company shall be reimbursed for all Servicing
Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Section 4.05 hereof.
Collection of Mortgage Loan Payments.
Continuously from the date hereof until the principal and interest on all Mortgage Loans are paid in full, the
Company shall proceed diligently to collect all payments due under each of the Mortgage Loans when the same shall become due and
payable and shall take special care in ascertaining and estimating Escrow Payments and all other charges that will become due and
payable with respect to the Mortgage Loan and the Mortgaged Property, to the end that the installments payable by the Mortgagors will
be sufficient to pay such charges as and when they become due and payable.
Establishment of and Deposits to Custodial Account.
The Company shall segregate and hold all funds collected and received pursuant to a Mortgage Loan separate and apart
from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts, in the form of time
deposit or demand accounts, titled “Countrywide Home Loans, Inc. in trust for EMC Mortgage Corporation, as purchaser of Residential
Adjustable Rate Mortgage Loans and various Mortgagors”. The Custodial Account shall be established with a Qualified Depository
acceptable to the Purchaser. Any funds deposited in the Custodial Account shall at all times be fully insured to the full extent
permitted under applicable law. Funds deposited in the Custodial Account may be drawn on by the Company in accordance with Section
4.05. The creation of any Custodial Account shall be evidenced by a certification in the form of Exhibit D-1 hereto, in the case of
an account established with the Company, or by a letter agreement in the form of Exhibit D-2 hereto, in the case of an account held
by a depository other than the Company. A copy of such certification or letter agreement shall be furnished to the Purchaser and,
upon request, to any subsequent Purchaser.
35
The Company shall deposit in the Custodial Account within two Business Days of receipt, and retain therein, the
following collections received by the Company and payments made by the Company after the related Cut-off Date, (other than payments
of principal and interest due on or before the related Cut-off Date, or received by the Company prior to the related Cut-off Date but
allocable to a period subsequent thereto or with respect to each LPMI Loan, in the amount of the LPMI Fee):
all payments on account of principal on the Mortgage Loans, including all Principal Prepayments;
all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;
all Liquidation Proceeds;
all Insurance Proceeds including amounts required to be deposited pursuant to Section 4.10, Section 4.11,
Section 4.14 and Section 4.15;
all Condemnation Proceeds which are not applied to the restoration or repair of the Mortgaged Property or
released to the Mortgagor in accordance with Section 4.14;
any amount required to be deposited in the Custodial Account pursuant to Section 4.01, 4.09, 5.03, 6.01 or 6.02;
any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Section 3.03, 3.05 or
3.07 and all amounts required to be deposited by the Company in connection with a shortfall in principal amount of any
Qualified Substitute Mortgage Loan pursuant to Section 3.03;
with respect to each Principal Prepayment in full or in part, the Prepayment Interest Shortfall Amount, if any,
for the month of distribution. Such deposit shall be made from the Company’s own funds, without reimbursement therefor up to
a maximum amount per month of the Servicing Fee actually received for such month for the Mortgage Loans;
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any amounts required to be deposited by the Company pursuant to Section 4.11 in connection with the deductible
clause in any blanket hazard insurance policy; and
any amounts received with respect to or related to any REO Property and all REO Disposition Proceeds pursuant to
Section 4.16.
The foregoing requirements for deposit into the Custodial Account shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the
extent permitted by Section 6.01, need not be deposited by the Company into the Custodial Account. Any interest paid on funds
deposited in the Custodial Account by the depository institution shall accrue to the benefit of the Company and the Company shall be
entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 4.05.
Permitted Withdrawals From Custodial Account.
The Company shall, from time to time, withdraw funds from the Custodial Account for the following purposes:
to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;
to reimburse itself for Monthly Advances of the Company’s funds made pursuant to Section 5.03, the Company’s
right to reimburse itself pursuant to this subclause (ii) being limited to amounts received on the related Mortgage Loan
which represent late payments of principal and/or interest respecting which any such advance was made, it being understood
that, in the case of any such reimbursement, the Company’s right thereto shall be prior to the rights of Purchaser, except
that, where the Company is required to repurchase a Mortgage Loan pursuant to Section 3.03, 3.05, 3.07 or 6.02, the
Company’s right to such reimbursement shall be subsequent to the payment to the Purchaser of the Repurchase Price pursuant to
such sections and all other amounts required to be paid to the Purchaser with respect to such Mortgage Loan;
to reimburse itself for unreimbursed Servicing Advances, and for any unpaid Servicing Fees, the Company’s right
to reimburse itself pursuant to this subclause (iii) with respect to any Mortgage Loan being limited to related Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds and such other amounts as may be collected by the Company from the
Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of any such reimbursement, the
Company’s right thereto shall be prior to the rights of Purchaser except where the Company is required to repurchase a
Mortgage Loan pursuant to Section 3.03, 3.05, 3.07 or 6.02, in which case the Company’s right to such reimbursement shall be
subsequent to the payment to the Purchasers of the Repurchase Price pursuant to such sections and all other amounts required
to be paid to the Purchasers with respect to such Mortgage Loan;
to pay itself interest on funds deposited in the Custodial Account;
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to reimburse itself for expenses incurred and reimbursable to it pursuant to Section 9.01;
to pay any amount required to be paid pursuant to Section 4.16 related to any REO Property, it being understood
that in the case of any such expenditure or withdrawal related to a particular REO Property, the amount of such expenditure
or withdrawal from the Custodial Account shall be limited to amounts on deposit in the Custodial Account with respect to the
related REO Property;
to clear and terminate the Custodial Account upon the termination of this Agreement; and
to withdraw funds deposited in error.
In the event that the Custodial Account is interest bearing, on each Remittance Date, the Company shall withdraw all
funds from the Custodial Account except for those amounts which, pursuant to Section 5.01, the Company is not obligated to remit on
such Remittance Date. The Company may use such withdrawn funds only for the purposes described in this Section 4.05.
Establishment of and Deposits to Escrow Account.
The Company shall segregate and hold all funds collected and received pursuant to a Mortgage Loan constituting
Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow
Accounts, in the form of time deposit or demand accounts, titled, “Countrywide Home Loans, Inc., in trust for the EMC Mortgage
Corporation, as purchaser of Residential Adjustable Rate Mortgage Loans and various Mortgagors”. The Escrow Accounts shall be
established with a Qualified Depository, in a manner which shall provide maximum available insurance thereunder. Funds deposited in
the Escrow Account may be drawn on by the Company in accordance with Section 4.07. The creation of any Escrow Account shall be
evidenced by a certification in the form of Exhibit E-1 hereto, in the case of an account established with the Company, or by a
letter agreement in the form of Exhibit E-2 hereto, in the case of an account held by a depository other than the Company. A copy of
such certification shall be furnished to the Purchaser and, upon request, to any subsequent Purchaser.
The Company shall deposit in the Escrow Account or Accounts within two Business Days of receipt, and retain therein:
all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of
any such items as required under the terms of this Agreement; and
all amounts representing Insurance Proceeds or Condemnation Proceeds which are to be applied to the restoration
or repair of any Mortgaged Property.
The Company shall make withdrawals from the Escrow Account only to effect such payments as are required under this
Agreement, as set forth in Section 4.07. The Company shall be entitled to retain any interest paid on funds deposited in the Escrow
Account by the depository institution, other than interest on escrowed funds required by law to be paid to the Mortgagor. To the
extent required by law, the Company shall pay interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account may
be non-interest bearing or that interest paid thereon is insufficient for such purposes.
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Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account or Accounts may be made by the Company only:
to effect timely payments of ground rents, taxes, assessments, water rates, mortgage insurance premiums,
condominium charges, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage;
to reimburse the Company for any Servicing Advances made by the Company pursuant to Section 4.08 with respect to
a related Mortgage Loan, but only from amounts received on the related Mortgage Loan which represent late collections of
Escrow Payments thereunder;
to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the
related Mortgage Loan;
for transfer to the Custodial Account and application to reduce the principal balance of the Mortgage Loan in
accordance with the terms of the related Mortgage and Mortgage Note;
for application to restoration or repair of the Mortgaged Property in accordance with the procedures outlined in
Section 4.14;
to pay to the Company, or any Mortgagor to the extent required by law, any interest paid on the funds deposited
in the Escrow Account;
to clear and terminate the Escrow Account on the termination of this Agreement; and
to withdraw funds deposited in error.
Payment of Taxes, Insurance and Other Charges.
With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the status of ground
rents, taxes, assessments, water rates, sewer rents, and other charges which are or may become a lien upon the Mortgaged Property and
the status of PMI Policy premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination
date, employing for such purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated by
the Company in amounts sufficient for such purposes, as allowed under the terms of the Mortgage. To the extent that a Mortgage does
not provide for Escrow Payments, the Company shall determine that any such payments are made by the Mortgagor at the time they first
become due. The Company assumes full responsibility for the timely payment of all such bills and shall effect timely payment of all
such charges irrespective of each Mortgagor’s faithful performance in the payment of same or the making of the Escrow Payments, and
the Company shall make advances from its own funds to effect such payments.
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Protection of Accounts.
The Company may transfer the Custodial Account or the Escrow Account to a different Qualified Depository from time
to time. Upon any such transfer, the Company shall promptly notify the Purchaser and deliver to the Purchaser a Custodial Account
Certification or Escrow Account Certification (as applicable) in the form of Exhibit D-1 or E-1 to this agreement.
The Company shall bear any expenses, losses or damages sustained by the Purchaser because the Custodial Account
and/or the Escrow Account are not demand deposit accounts.
Amounts on deposit in the Custodial Account and the Escrow Account may at the option of the Company be invested in
Eligible Investments; provided that in the event that amounts on deposit in the Custodial Account or the Escrow Account exceed the
amount fully insured by the FDIC (the “Insured Amount”) the Company shall be obligated to invest the excess amount over the Insured
Amount in Eligible Investments on the same Business Day as such excess amount becomes present in the Custodial Account or the Escrow
Account. Any such Eligible Investment shall mature no later than the Determination Date next following the date of such Eligible
Investment, provided, however, that if such Eligible Investment is an obligation of a Qualified Depository (other than the Company)
that maintains the Custodial Account or the Escrow Account, then such Eligible Investment may mature on such Remittance Date. Any
such Eligible Investment shall be made in the name of the Company in trust for the benefit of the Purchaser. All income on or gain
realized from any such Eligible Investment shall be for the benefit of the Company and may be withdrawn at any time by the Company.
Any losses incurred in respect of any such investment shall be deposited in the Custodial Account or the Escrow Account, by the
Company out of its own funds immediately as realized.
Maintenance of Hazard Insurance.
The Company shall cause to be maintained for each Mortgage Loan hazard insurance such that all buildings upon the
Mortgaged Property are insured by a generally acceptable insurer rated A:VI or better in the current Best’s Key Rating Guide
(“Best’s”) against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged
Property is located, in an amount which is at least equal to the lesser of (i) the replacement value of the improvements securing
such Mortgage Loan and (ii) the greater of (a) the outstanding principal balance of the Mortgage Loan and (b) an amount such that the
proceeds thereof shall be sufficient to prevent the Mortgagor or the loss payee from becoming a co-insurer.
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If a Mortgaged Property is located in an area identified in the Federal Register by the Flood Emergency Management
Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration is in effect with a generally acceptable insurance
carrier rated A:VI or better in Best’s in an amount representing coverage equal to the lesser of (i) the minimum amount required,
under the terms of coverage, to compensate for any damage or loss on a replacement cost basis (or the unpaid balance of the mortgage
if replacement cost coverage is not available for the type of building insured) and (ii) the maximum amount of insurance which is
available under the Flood Disaster Protection Act of 1973, as amended. If at any time during the term of the Mortgage Loan, the
Company determines in accordance with applicable law and pursuant to the Fannie Mae Guides that a Mortgaged Property is located in a
special flood hazard area and is not covered by flood insurance or is covered in an amount less than the amount required by the Flood
Disaster Protection Act of 1973, as amended, the Company shall notify the related Mortgagor that the Mortgagor must obtain such flood
insurance coverage, and if said Mortgagor fails to obtain the required flood insurance coverage within forty-five (45) days after
such notification, the Company shall immediately force place the required flood insurance on the Mortgagor’s behalf.
If a Mortgage is secured by a unit in a condominium project, the Company shall verify that the coverage required of
the owner’s association, including hazard, flood, liability, and fidelity coverage, is being maintained in accordance with then
current Fannie Mae requirements, and secure from the owner’s association its agreement to notify the Company promptly of any change
in the insurance coverage or of any condemnation or casualty loss that may have a material effect on the value of the Mortgaged
Property as security.
The Company shall cause to be maintained on each Mortgaged Property earthquake or such other or additional insurance
as may be required pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such
additional insurance, or pursuant to the requirements of any private mortgage guaranty insurer, or as may be required to conform with
Accepted Servicing Practices.
In the event that any Purchaser or the Company shall determine that the Mortgaged Property should be insured against
loss or damage by hazards and risks not covered by the insurance required to be maintained by the Mortgagor pursuant to the terms of
the Mortgage, the Company shall communicate and consult with the Mortgagor with respect to the need for such insurance and bring to
the Mortgagor’s attention the desirability of protection of the Mortgaged Property.
All policies required hereunder shall name the Company as loss payee and shall be endorsed with standard or union
mortgagee clauses, without contribution, which shall provide for at least 30 days prior written notice of any cancellation, reduction
in amount or material change in coverage.
The Company shall not interfere with the Mortgagor’s freedom of choice in selecting either his insurance carrier or
agent, provided, however, that the Company shall not accept any such insurance policies from insurance companies unless such
companies are rated A:VI or better in Best’s and are licensed to do business in the jurisdiction in which the Mortgaged Property is
located. The Company shall determine that such policies provide sufficient risk coverage and amounts, that they insure the property
owner, and that they properly describe the property address. The Company shall furnish to the Mortgagor a formal notice of expiration
of any such insurance in sufficient time for the Mortgagor to arrange for renewal coverage by the expiration date.
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Pursuant to Section 4.04, any amounts collected by the Company under any such policies (other than amounts to be
deposited in the Escrow Account and applied to the restoration or repair of the related Mortgaged Property, or property acquired in
liquidation of the Mortgage Loan, or to be released to the Mortgagor, in accordance with the Company’s normal servicing procedures as
specified in Section 4.14) shall be deposited in the Custodial Account subject to withdrawal pursuant to Section 4.05.
Maintenance of Mortgage Impairment Insurance.
In the event that the Company shall obtain and maintain a blanket policy insuring against losses arising from fire
and hazards covered under extended coverage on all of the Mortgage Loans, then, to the extent such policy provides coverage in an
amount equal to the amount required pursuant to Section 4.10 and otherwise complies with all other requirements of Section 4.10, it
shall conclusively be deemed to have satisfied its obligations as set forth in Section 4.10. Any amounts collected by the Company
under any such policy relating to a Mortgage Loan shall be deposited in the Custodial Account subject to withdrawal pursuant to
Section 4.05. Such policy may contain a deductible clause, in which case, in the event that there shall not have been maintained on
the related Mortgaged Property a policy complying with Section 4.10, and there shall have been a loss which would have been covered
by such policy, the Company shall deposit in the Custodial Account at the time of such loss the amount not otherwise payable under
the blanket policy because of such deductible clause, such amount to deposited from the Company’s funds, without reimbursement
therefor. Upon request of any Purchaser, the Company shall cause to be delivered to such Purchaser a certified true copy of such
policy and a statement from the insurer thereunder that such policy shall in no event be terminated or materially modified without 30
days’ prior written notice to such Purchaser.
Maintenance of Fidelity Bond and Errors and Omissions Insurance.
The Company shall maintain with responsible companies, at its own expense, a blanket Fidelity Bond and an Errors and
Omissions Insurance Policy, with broad coverage on all officers, employees or other persons acting in any capacity requiring such
persons to handle funds, money, documents or papers relating to the Mortgage Loans (“Company Employees”). Any such Fidelity Bond and
Errors and Omissions Insurance Policy shall be in the form of the Mortgage Banker’s Blanket Bond and shall protect and insure the
Company against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such Company
Employees. Such Fidelity Bond and Errors and Omissions Insurance Policy also shall protect and insure the Company against losses in
connection with the release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured
thereby. No provision of this Section 4.12 requiring such Fidelity Bond and Errors and Omissions Insurance Policy shall diminish or
relieve the Company from its duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and
insurance policy shall be acceptable to Fannie Mae or Freddie Mac. Upon the request of any Purchaser, the Company shall cause to be
delivered to such Purchaser a certified true copy of such fidelity bond and insurance policy and a statement from the surety and the
insurer that such fidelity bond and insurance policy shall in no event be terminated or materially modified without 30 days’ prior
written notice to the Purchaser.
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Inspections.
The Company shall inspect the Mortgaged Property as often as deemed necessary by the Company to assure itself that
the value of the Mortgaged Property is being preserved. In addition, if any Mortgage Loan is more than 60 days delinquent, the
Company immediately shall inspect the Mortgaged Property and shall conduct subsequent inspections in accordance with Accepted
Servicing Practices or as may be required by the primary mortgage guaranty insurer. The Company shall keep a written report of each
such inspection.
Restoration of Mortgaged Property.
The Company need not obtain the approval of the Purchaser prior to releasing any Insurance Proceeds or Condemnation
Proceeds to the Mortgagor to be applied to the restoration or repair of the Mortgaged Property if such release is in accordance with
Accepted Servicing Practices. At a minimum, the Company shall comply with the following conditions in connection with any such
release of Insurance Proceeds or Condemnation Proceeds:
the Company shall receive satisfactory independent verification of completion of repairs and issuance of any
required approvals with respect thereto;
the Company shall take all steps necessary to preserve the priority of the lien of the Mortgage, including, but
not limited to requiring waivers with respect to mechanics’ and materialmen’s liens;
the Company shall verify that the Mortgage Loan is not in default; and
pending repairs or restoration, the Company shall place the Insurance Proceeds or Condemnation Proceeds in the
Custodial Account.
If the Purchaser is named as an additional loss payee, the Company is hereby empowered to endorse any loss draft
issued in respect of such a claim in the name of the Purchaser.
Maintenance of PMI and LPMI Policy; Claims.
(a) With respect to each Mortgage Loan with a LTV in excess of 95%, the Company shall:
(i) with respect to Mortgage Loans which are not LPMI Loans, in accordance with state and federal laws and without
any cost to the Purchaser, maintain or cause the Mortgagor to maintain in full force and effect a PMI Policy with a minimum of 35%
coverage insuring that portion of the Mortgage Loan in excess of 68% (or such other percentage as stated in the related
Acknowledgment Agreement) of value, and shall pay or shall cause the Mortgagor to pay the premium thereon on a timely basis, until
the LTV of such Mortgage Loan is reduced to 80%. In the event that such PMI Policy shall be terminated, the Company shall obtain from
another Qualified Insurer a comparable replacement policy, with a total coverage equal to the remaining coverage of such terminated
PMI Policy, at substantially the same fee level. If the insurer shall cease to be a Qualified Insurer, the Company shall determine
whether recoveries under the PMI Policy are jeopardized for reasons related to the financial condition of such insurer, it being
understood that the Company shall in no event have any responsibility or liability for any failure to recover under the PMI Policy
for such reason. If the Company determines that recoveries are so jeopardized, it shall notify the Purchaser and the Mortgagor, if
required, and obtain from another Qualified Insurer a replacement insurance policy. The Company shall not take any action which would
result in noncoverage under any applicable PMI Policy of any loss which, but for the actions of the Company would have been covered
thereunder. In connection with any assumption or substitution agreement entered into or to be entered into pursuant to Section 4.01,
the Company shall promptly notify the insurer under the related PMI Policy, if any, of such assumption or substitution of liability
in accordance with the terms of such PMI Policy and shall take all actions which may be required by such insurer as a condition to
the continuation of coverage under such PMI Policy. If such PMI Policy is terminated as a result of such assumption or substitution
of liability, the Company shall obtain a replacement PMI Policy as provided above.
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(ii) with respect to LPMI Loans, maintain in full force and effect an LPMI Policy insuring that portion of the
Mortgage Loan with a minimum of 35% coverage insuring that portion of the Mortgage Loan in excess of 68% (or such other percentage as
stated in the related Acknowledgment Agreement) of value, and from time to time, withdraw the LPMI Fee with respect to such LPMI Loan
from the Custodial Account in order to pay the premium thereon on a timely basis, until the LTV of such Mortgage Loan is reduced to
80%. In the event that the interest payments made with respect to any LPMI Loan are less than the LPMI Fee, the Company shall advance
from its own funds the amount of any such shortfall in the LPMI Fee, in payment of the premium on the related LPMI Policy. Any such
advance shall be a Servicing Advance subject to reimbursement pursuant to the provisions on Section 2.05. In the event that such LPMI
Policy shall be terminated, the Company shall obtain from another Qualified Insurer a comparable replacement policy, with a total
coverage equal to the remaining coverage of such terminated LPMI Policy, at substantially the same fee level. If the insurer shall
cease to be a Qualified Insurer, the Company shall determine whether recoveries under the LPMI Policy are jeopardized for reasons
related to the financial condition of such insurer, it being understood that the Company shall in no event have any responsibility or
liability for any failure to recover under the LPMI Policy for such reason. If the Company determines that recoveries are so
jeopardized, it shall notify the Purchaser and the Mortgagor, if required, and obtain from another Qualified Insurer a replacement
insurance policy. The Company shall not take any action which would result in noncoverage under any applicable LPMI Policy of any
loss which, but for the actions of the Company would have been covered thereunder. In connection with any assumption or substitution
agreement entered into or to be entered into pursuant to Section 6.01, the Company shall promptly notify the insurer under the
related LPMI Policy, if any, of such assumption or substitution of liability in accordance with the terms of such LPMI Policy and
shall take all actions which may be required by such insurer as a condition to the continuation of coverage under such PMI Policy. If
such LPMI Policy is terminated as a result of such assumption or substitution of liability, the Company shall obtain a replacement
LPMI Policy as provided above.
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(b) In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of
itself and the Purchaser, claims to the insurer under any PMI Policy or LPMI Policy in a timely fashion in accordance with the terms
of such PMI Policy or LPMI Policy and, in this regard, to take such action as shall be necessary to permit recovery under any PMI
Policy or LPMI Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Company under any
PMI Policy or LPMI Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.
(c) Purchaser, in its sole discretion, at any time, may (i) either obtain an additional PMI Policy on any
Mortgage Loan which already has a PMI Policy in place, or (ii) obtain a PMI Policy for any Mortgage Loan which does not already have
a PMI Policy in place. In any event, the Company agrees to administer such PMI Policies in accordance with the Agreement or any
Reconstitution Agreement.
Title, Management and Disposition of REO Property.
In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the
deed or certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted
to hold title to real property in the state where the REO Property is located, or would be adversely affected under the “doing
business” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or
Persons as shall be consistent with an Opinion of Counsel obtained by the Company from any attorney duly licensed to practice law in
the state where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in
writing that such title is being held as nominee for the Purchaser.
The Company shall manage, conserve, protect and operate each REO Property for the Purchaser solely for the purpose
of its prompt disposition and sale. The Company, either itself or through an agent selected by the Company, shall manage, conserve,
protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property
for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Company
shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise
provided below) on such terms and conditions as the Company deems to be in the best interest of the Purchaser.
The Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO
Property in any event within one year after title has been taken to such REO Property, unless (i) (A) a REMIC election has not been
made with respect to the arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Company determines,
and gives an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of
such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO
Property the Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property.
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The Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in amount
which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance
and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount
required above.
The disposition of REO Property shall be carried out by the Company at such price, and upon such terms and
conditions, as the Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be
promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Company
shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant
to Section 5.03, and on the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are
received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser.
The Company shall withdraw the Custodial Account funds necessary for the proper operation, management and
maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any
managing agent of the Company, a Subservicer, or the Company itself. The REO management fee shall be an amount that is reasonable and
customary in the area where the Mortgaged Property is located. The Company shall make monthly distributions on each Remittance Date
to the Purchasers of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the
expenses described in this Section 4.16 and of any reserves reasonably required from time to time to be maintained to satisfy
anticipated liabilities for such expenses).
Real Estate Owned Reports.
Together with the statement furnished pursuant to Section 5.02, the Company shall furnish to the Purchaser on or
before the Remittance Date each month a statement with respect to any REO Property covering the operation of such REO Property for
the previous month and the Company’s efforts in connection with the sale of such REO Property and any rental of such REO Property
incidental to the sale thereof for the previous month. That statement shall be accompanied by such other information as the Purchaser
shall reasonably request.
Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser pursuant to a deed
in lieu of foreclosure, the Company shall submit to the Purchaser a liquidation report with respect to such Mortgaged Property.
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Reports of Foreclosures and Abandonments of Mortgaged Property.
Following the foreclosure sale or abandonment of any Mortgaged Property, the Company shall report such foreclosure
or abandonment as required pursuant to Section 6050J of the Code.
Notification of Adjustments.
With respect to each Mortgage Loan, the Company shall adjust the Mortgage Interest Rate on the related Interest Rate
Adjustment Date and shall adjust the Monthly Payment on the related Payment Adjustment Date in compliance with the requirements of
applicable law and the related Mortgage and Mortgage Note. If, pursuant to the terms of the Mortgage Note, another index is selected
for determining the Mortgage Interest Rate, the same index will be used with respect to each Mortgage Note which requires a new index
to be selected, provided that such selection does not conflict with the terms of the related Mortgage Note. The Company shall
execute and deliver any and all necessary notices required under applicable law and the terms of the related Mortgage Note and
Mortgage regarding the Mortgage Interest Rate and the Monthly Payment adjustments. The Company shall promptly upon written request
thereof, deliver to the Purchaser such notifications and any additional applicable data regarding such adjustments and the methods
used to calculate and implement such adjustments. Upon the discovery by the Company, or the Purchaser that the Company has failed to
adjust a Mortgage Interest Rate or a Monthly Payment pursuant to the terms of the related Mortgage Note and Mortgage, the Company
shall immediately deposit in the Custodial Account from its own funds the amount of any interest loss caused the Purchaser thereby.
PAYMENTS TO PURCHASER
Remittances.
On each Remittance Date the Company shall remit by wire transfer of immediately available funds to the Purchaser (a)
all amounts deposited in the Custodial Account as of the close of business on the Determination Date (net of charges against or
withdrawals from the Custodial Account pursuant to Section 4.05), plus (b) all amounts, if any, which the Company is obligated to
distribute pursuant to Section 5.03, minus (c) any amounts attributable to Principal Prepayments received after the applicable
Principal Prepayment Period which amounts shall be remitted on the following Remittance Date, together with any additional interest
required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 4.04(viii),
and minus (d) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the first day of
the month of the Remittance Date, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such
amounts.
With respect to any remittance received by the Purchaser after the second Business Day following the Business Day on
which such payment was due, the Company shall pay to the Purchaser interest on any such late payment at an annual rate equal to the
Prime Rate, adjusted as of the date of each change, plus three percentage points, but in no event greater than the maximum amount
permitted by applicable law. Such interest shall be deposited in the Custodial Account by the Company on the date such late payment
is made and shall cover the period commencing with the day following such second Business Day and ending with the Business Day on
which such payment is made, both inclusive. Such interest shall be remitted along with the distribution payable on the next
succeeding Remittance Date. The payment by the Company of any such interest shall not be deemed an extension of time for payment or a
waiver of any Event of Default by the Company.
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Statements to Purchaser.
Not later than the 10th day of each calendar month, the Company shall furnish to the Purchaser a Monthly Remittance
Advice, with a trial balance report attached thereto, in the form of Exhibit F annexed hereto electronic medium mutually acceptable
to the parties as to the preceding calendar month and the Due Period in the month of remittance
In addition, not more than 60 days after the end of each calendar year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable federal
income tax law as to the aggregate of remittances for the applicable portion of such year. Nothing in this Section 5.02 shall be
deemed to require the Company to prepare any federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate
Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of any REMIC under the REMIC Provisions.
Monthly Advances by Company.
On the Business Day immediately preceding each Remittance Date, either (a) the Company shall deposit in the
Custodial Account from its own funds or (b) if funds are on deposit in the Custodial Account which are not required to be remitted on
the related Remittance Date, the Company may make an appropriate entry in its records that such funds shall be applied toward the
related Monthly Advance (provided, that any funds so applied shall be replaced by the Company no later than the Business Day
immediately preceding the next Remittance Date), in each case, in an aggregate amount equal to all Monthly Payments (with interest
adjusted to the Mortgage Loan Remittance Rate) which were due on the Mortgage Loans during the applicable Due Period and which were
delinquent at the close of business on the immediately preceding Determination Date or which were deferred pursuant to Section 4.01.
The Company’s obligation to make such Monthly Advances as to any Mortgage Loan will continue through the last Monthly Payment due
prior to the payment in full of the Mortgage Loan, or through the last Remittance Date prior to the Remittance Date for the
distribution of all Liquidation Proceeds and other payments or recoveries (including Insurance Proceeds and Condemnation Proceeds)
with respect to the Mortgage Loan.
In no event shall the Company be obligated to make an advance under this section 5.03 if at the time of such
advance it deems such advance to be non-recoverable. The Company shall promptly deliver an officer’s certificate to the Purchaser
upon determining that any advance is non-recoverable. In the event that upon liquidation of the Mortgage Loan, the Liquidation
Proceeds are insufficient to reimburse the Company for any Monthly Advances, the Company shall notify the related Purchaser of such
shortfall by registered mail with sufficient supporting documentation and shall have the right to deduct such shortfall from the next
remittance to be paid to the related Purchaser.
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GENERAL SERVICING PROCEDURES
Transfers of Mortgaged Property.
The Company shall use its best efforts to enforce any “due-on-sale” provision contained in any Mortgage or Mortgage
Note and to deny assumption by the person to whom the Mortgaged Property has been or is about to be sold whether by absolute
conveyance or by contract of sale, and whether or not the Mortgagor remains liable on the Mortgage and the Mortgage Note. When the
Mortgaged Property has been conveyed by the Mortgagor, the Company shall, to the extent it has knowledge of such conveyance, exercise
its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause applicable thereto, provided, however,
that the Company shall not exercise such rights if prohibited by law from doing so or if the exercise of such rights would impair or
threaten to impair any recovery under the related PMI or LPMI Policy, if any.
If the Company reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, the
Company shall enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed,
pursuant to which such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the
event the Company is unable under applicable law to require that the original Mortgagor remain liable under the Mortgage Note and the
Company has the prior consent of the primary mortgage guaranty insurer, a substitution of liability agreement with the purchaser of
the Mortgaged Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged
Property is substituted as Mortgagor and becomes liable under the Mortgage Note. If an assumption fee is collected by the Company for
entering into an assumption agreement, a portion of such fee, up to an amount equal to one percent (1.0%) of the outstanding
principal balance of the related Mortgage Loan, will be retained by the Company as additional servicing compensation, and any portion
thereof in excess one percent (1.0%) shall be deposited in the Custodial Account for the benefit of the Purchaser. In connection with
any such assumption or substitution of liability, neither the Mortgage Interest Rate borne by the related Mortgage Note, the term of
the Mortgage Loan, the Index, the Lifetime Mortgage Interest Rate Cap, the Initial Rate Cap or the Gross Margin of any Mortgage Loan,
nor the outstanding principal amount of the Mortgage Loan shall be changed.
To the extent that any Mortgage Loan is assumable, the Company shall inquire diligently into the creditworthiness of
the proposed transferee, and shall use the underwriting criteria for approving the credit of the proposed transferee which are used
by Fannie Mae with respect to underwriting mortgage loans of the same type as the Mortgage Loans. If the credit of the proposed
transferee does not meet such underwriting criteria, the Company diligently shall, to the extent permitted by the Mortgage or the
Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan.
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Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Company shall notify the Purchaser in the Monthly Remittance Advice as
provided in Section 5.02, and may request the release of any Mortgage Loan Documents. In connection with any such prepayment in
full, the Company shall comply with all applicable laws regarding satisfaction, release or reconveyance with respect to the Mortgage.
If the Company satisfies or releases a Mortgage without first having obtained payment in full of the indebtedness
secured by the Mortgage or should the Company otherwise prejudice any rights the Purchaser may have under the mortgage instruments,
upon written demand of the Purchaser, the Company shall repurchase the related Mortgage Loan at the Repurchase Price by deposit
thereof in the Custodial Account within 2 Business Days of receipt of such demand by the Purchaser. The Company shall maintain the
Fidelity Bond and Errors and Omissions Insurance Policy as provided for in Section 4.12 insuring the Company against any loss it may
sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.
Servicing Compensation.
As compensation for its services hereunder, the Company shall be entitled to withdraw from the Custodial Account or
to retain from interest payments on the Mortgage Loans the amount of its Servicing Fee. The Servicing Fee shall be payable monthly
and shall be computed on the basis of the same unpaid principal balance and for the period respecting which any related interest
payment on a Mortgage Loan is computed. The Servicing Fee shall be payable only at the time of and with respect to those Mortgage
Loans for which payment is in fact made of the entire amount of the Monthly Payment. The obligation of the Purchaser to pay the
Servicing Fee is limited to, and payable solely from, the interest portion of such Monthly Payments collected by the Company.
Additional servicing compensation in the form of assumption fees, to the extent provided in Section 6.01, and late
payment charges and Prepayment Penalties, shall be retained by the Company to the extent not required to be deposited in the
Custodial Account. The Company shall be required to pay all expenses incurred by it in connection with its servicing activities
hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein. Notwithstanding anything in
this Agreement to the contrary, in the event of a Principal Prepayment in full, the Company shall not waive, and shall not permit the
waiver of, any Prepayment Penalty or portion thereof required by the terms of the related Mortgage Note unless (i) the Company
determines that such waiver would maximize recovery of Liquidations Proceeds for such Mortgage Loan, taking into account the value of
such Prepayment Penalty, or (ii) (A) the enforeceability therefore is limited (1) by bankruptcy, insolvency, moratorium,
receivership, or other similar law relating to creditors’ rights generally or (2) due to acceleration in connection with a
foreclosure or other involuntary payment or (B) the enforceability is otherwise limited or prohibited by applicable law.
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Annual Statement as to Compliance.
The Company shall deliver to the Purchaser, on or before May 31 each year beginning May 31, 2003, an Officer’s
Certificate, stating that (i) a review of the activities of the Company during the preceding calendar year and of performance under
this Agreement has been made under such officer’s supervision, and (ii) the Company has complied fully with the provisions of Article
II and Article IV, and (iii) to the best of such officer’s knowledge, based on such review, the Company has fulfilled all its
obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status thereof and the action being taken by the Company to
cure such default.
Annual Independent Public Accountants’ Servicing Report.
On or before May 31st of each year beginning May 31, 2003, the Company, at its expense, shall cause a firm of
independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to
each Purchaser to the effect that such firm has examined certain documents and records relating to the servicing of the Mortgage
Loans and this Agreement and that such firm is of the opinion that the provisions of Article II and Article IV have been complied
with, and that, on the basis of such examination conducted substantially in compliance with the Single Attestation Program for
Mortgage Bankers, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance
therewith, except for (i) such exceptions as such firm shall believe to be immaterial, and (ii) such other exceptions as shall be set
forth in such statement.
Right to Examine Company Records.
The Purchaser shall have the right to examine and audit any and all of the books, records, or other information of
the Company, whether held by the Company or by another on its behalf, with respect to or concerning this Agreement or the Mortgage
Loans, during business hours or at such other times as may be reasonable under applicable circumstances, upon reasonable advance
notice.
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AGENCY TRANSFER; PASS-THROUGH TRANSFER
Removal of Mortgage Loans from Inclusion Under this Agreement Upon an Agency Transfer, or a Pass-Through Transfer on
One or More Reconstitution Dates.
The Purchaser and the Company agree that with respect to any Pass-Through Transfer, Whole Loan Transfer or Agency
Transfers, as applicable, the Company shall cooperate with the Purchaser in effecting such transfers and shall negotiate in good
faith and execute any Reconstitution Agreement required to effectuate the foregoing; provided that, such Reconstitution Agreement
shall not materially increase the Company’s obligations or liabilities hereunder, nor diminish any of the Company’s rights, and
provide to any master servicer or the trustee, as applicable, and/or the Purchaser any and all publicly available information and
appropriate verification of information which may be reasonably available to the Company, whether through letters of its auditors and
counsel or otherwise, as the Purchaser, trustee or a master servicer shall reasonable request as to the related Mortgage Loans.
Purchaser shall reimburse Company for any and all costs or expenses incurred by Company (i) in obtaining “accountant comfort letters”
with respect to information supplied in response to Purchaser requests, (ii) in connection with any due diligence performed in
connection with a Pass-Through or Whole Loan Transfer or (iii) making the Mortgage Loan Documents or Servicing Files available to
parties participating in a Pass-Through or Whole Loan Transfer, including without limitation, shipping costs. Such information may
be included in any disclosure document prepared in connection with the Pass-Through Transfer, Whole Loan Transfer or Agency Transfer,
as applicable; provided, however, that Company shall indemnify the Purchaser against any liability arising from any material
omissions or misstatements in any information supplied by the Company and included in a disclosure document; and provided, further,
that the Purchaser shall indemnify the Company against any liability arising from any information included in a disclosure document
that was not supplied by the Company. The Company shall execute any Reconstitution Agreements required within a reasonable period of
time after receipt of such agreements which time shall be sufficient for the Company and the Company’s counsel to review such
agreements. Company shall use its Best Efforts to complete such review within ten (10) Business Days after mutual agreement as to
the terms thereof, but such time shall not exceed fifteen (15) Business Days after mutual agreement as to the terms thereof.
The Company shall not be required to restate any representations and warranties as of the date of any Pass-Through
Transfer, Whole Loan Transfer or Agency Transfers other than the representations and warranties set forth in Section 3.01 (provided,
that the Company shall not be required to restate the representation and warranty set forth in Section 3.01(j)).
In the event of any Agency Transfer, Pass-Through or Whole Loan Transfer, the Company shall have no obligation to
pay any custodial fees charged by the Agency.
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Purchaser’s Repurchase and Indemnification Obligations.
Upon receipt by the Company of notice from Fannie Mae, Freddie Mac or the trustee of a breach of any Purchaser
representation or warranty contained in any Reconstitution Agreement or a request by Fannie Mae, Freddie Mac or the trustee, as the
case may be, for the repurchase of any Mortgage Loan transferred to Fannie Mae or Freddie Mac pursuant to an Agency Transfer or to a
trustee pursuant to a Pass-Through Transfer, the Company shall promptly notify the Purchaser of same and shall, at the direction of
the Purchaser, use its best efforts to cure and correct any such breach and to satisfy the requests or concerns of Fannie Mae,
Freddie Mac, or the trustee related to such deficiencies of the related Mortgage Loans transferred to Fannie Mae, Freddie Mac, or the
trustee.
The Purchaser shall repurchase from the Company any Mortgage Loan transferred to Fannie Mae or Freddie Mac pursuant
to an Agency Transfer or to a trustee pursuant to a Pass-Through Transfer with respect to which the Company has been required by
Fannie Mae, Freddie Mac, or the trustee to repurchase due to a breach of a representation or warranty made by the Purchaser with
respect to the Mortgage Loans, or the servicing thereof prior to the transfer date to Fannie Mae, Freddie Mac, or the trustee in any
Reconstitution Agreement and not due to a breach of the Company’s representations or obligations thereunder or pursuant to this
Agreement. The repurchase price to be paid by the Purchaser to the Company shall equal that repurchase price paid by the Company to
Fannie Mae, Freddie Mac, or the third party purchaser plus all reasonable costs and expenses borne by the Company in connection with
the cure of said breach of a representation or warranty made by the Purchaser and in connection with the repurchase of such Mortgage
Loan from Fannie Mae, Freddie Mac, or the trustee, including, but not limited to, reasonable and necessary attorneys’ fees.
At the time of repurchase, the Custodian and the Company shall arrange for the reassignment of the repurchased
Mortgage Loan to the Purchaser according to the Purchaser’s instructions and the delivery to the Custodian of any documents held by
Fannie Mae, Freddie Mac, or the trustee with respect to the repurchased Mortgage Loan pursuant to the related Reconstitution
Agreement. In the event of a repurchase, the Company shall, simultaneously with such reassignment, give written notice to the
Purchaser that such repurchase has taken place, and amend the related Mortgage Loan Schedule to reflect the addition of the
repurchased Mortgage Loan to this Agreement. In connection with any such addition, the Company and the Purchaser shall be deemed to
have made as to such repurchased Mortgage Loan the representations and warranties set forth in this Agreement.
COMPANY TO COOPERATE
Provision of Information.
During the term of this Agreement and provided such request will cause the Company to violate any applicable law or
statute, the Company shall furnish to the Purchaser such periodic, special, or other reports or information and copies or originals
of any documents contained in the Servicing File for each Mortgage Loan, whether or not provided for herein, as shall be necessary,
reasonable, or appropriate with respect to the Purchaser, any regulatory requirement pertaining to the Purchaser or the purposes of
this Agreement. All such reports, documents or information shall be provided by and in accordance with all reasonable instructions
and directions which the Purchaser may give. Purchaser shall pay any costs related to any special reports.
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The Company shall execute and deliver all such instruments and take all such action as the Purchaser may reasonably
request from time to time, in order to effectuate the purposes and to carry out the terms of this Agreement.
Financial Statements; Servicing Facility.
In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective Purchaser a
Consolidated Statement of Operations of the Company for the most recently completed five fiscal years for which such a statement is
available, as well as a Consolidated Statement of Condition at the end of the last two fiscal years covered by such Consolidated
Statement of Operations. The Company also shall make available any comparable interim statements to the extent any such statements
have been prepared by or on behalf of the Company (and are available upon request to members or stockholders of the Company or to the
public at large). If it has not already done so, the Company shall furnish promptly to the Purchaser copies of the statement
specified above. Unless requested the Purchaser, the Company shall not be required to deliver any documents which are publicly
available on EDGAR.
The Company also shall make available to Purchaser or prospective Purchaser a knowledgeable financial or accounting
officer for the purpose of answering questions respecting recent developments affecting the Company or the financial statements of
the Company, and to permit any prospective Purchaser to inspect the Company’s servicing facilities or those of any Subservicer for
the purpose of satisfying such prospective Purchaser that the Company and any Subservicer have the ability to service the Mortgage
Loans as provided in this Agreement.
THE COMPANY
Indemnification; Third Party Claims.
The Company shall indemnify the Purchaser and hold it harmless against any and all claims, losses, damages,
penalties, fines, and forfeitures, including, but not limited to reasonable and necessary legal fees and related costs, judgments,
and any other costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the Company to (a) perform
its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement
entered into pursuant to Section 7.01, and/or (b) comply with applicable law. The Company immediately shall notify the Purchaser if a
claim is made by a third party with respect to this Agreement or any Reconstitution Agreement or the Mortgage Loans, shall promptly
notify Fannie Mae, Freddie Mac, or the trustee with respect to any claim made by a third party with respect to any Reconstitution
Agreement, assume (with the prior written consent of the Purchaser) the defense of any such claim and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree in the amount of $5,000 or less,
which may be entered against it or the Purchaser in respect of such claim. The Company shall follow any written instructions received
from the Purchaser in connection with such claim. The Purchaser promptly shall reimburse the Company for all amounts advanced by it
pursuant to the preceding sentence except when the claim is in any way related to the Company’s indemnification pursuant to Section
3.03, or the failure of the Company to (a) service and administer the Mortgage Loans in strict compliance with the terms of this
Agreement or any Reconstitution Agreement, and/or (b) comply with applicable law.
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Merger or Consolidation of the Company.
The Company shall keep in full effect its existence, rights and franchises as a corporation, and shall obtain and
preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement or any of the Mortgage Loans and to perform its duties under
this Agreement.
Any person into which the Company may be merged or consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Company shall be a party, or any Person succeeding to the business of the Company, shall be
the successor of the Company hereunder, without the execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding, provided, however, that the successor or surviving Person shall be
an institution (i) having a net worth of not less than $25,000,000, (ii) whose deposits are insured by the FDIC through the BIF or
the SAIF, and (iii) which is a Fannie Mae-approved company in good standing.
Limitation on Liability of Company and Others.
Neither the Company nor any of the directors, officers, employees or agents of the Company shall be under any
liability to the Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment, provided, however, that this provision shall not protect the Company or any such person against
any Breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard
of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and
conditions of this Agreement. The Company and any director, officer, employee or agent of the Company may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Company
shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service
the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability, provided,
however, that the Company may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable
in respect to this Agreement and the rights and duties of the parties hereto. In such event, the Company shall be entitled to
reimbursement from the Purchaser of the reasonable legal expenses and costs of such action.
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Limitation on Resignation and Assignment by Company.
The Purchaser has entered into this Agreement with the Company and subsequent Purchasers will purchase the Mortgage
Loans in reliance upon the independent status of the Company, and the representations as to the adequacy of its servicing facilities,
plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore,
the Company shall neither assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion
hereof (to other than a Subservicer) or sell or otherwise dispose of all or substantially all of its property or assets without the
prior written consent of the Purchaser, which consent shall be granted or withheld in the sole discretion of the Purchaser; provided,
however, that the Company may assign its right and obligations hereunder to any entity that is directly or indirectly owned or
controlled by the Company and the Company guarantees the performance by such entity of all obligations hereunder.
The Company shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the
Company and the Purchaser or upon the determination that its duties hereunder are no longer permissible under applicable law and such
incapacity cannot be cured by the Company. Any such determination permitting the resignation of the Company shall be evidenced by an
Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and substance acceptable to
the Purchaser. No such resignation shall become effective until a successor shall have assumed the Company’s responsibilities and
obligations hereunder in the manner provided in Section 12.01.
Without in any way limiting the generality of this Section 9.04, in the event that the Company either shall assign
this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof (to other than a
Subservicer) or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written consent of
the Purchaser, then the Purchaser shall have the right to terminate this Agreement upon notice given as set forth in Section 10.01,
without any payment of any penalty or damages and without any liability whatsoever to the Company or any third party.
DEFAULT
Events of Default.
Each of the following shall constitute an Event of Default on the part of the Company:
any failure by the Company to remit to the Purchaser any payment required to be made under the terms of this
Agreement which continues unremedied for a period of three days after the date upon which written notice of such failure,
requiring the same to be remedied, shall have been given to the Company by the Purchaser; or
56
failure by the Company duly to observe or perform in any material respect any other of the covenants or
agreements on the part of the Company set forth in this Agreement which continues unremedied for a period of 30 days after
the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by
the Purchaser; or
failure by the Company to maintain its license to do business in any jurisdiction where the Mortgage Property is
located if such license is necessary for the Company to legally service the related Mortgage Loan; or
a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt, including bankruptcy, marshaling of assets
and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against
the Company and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or
the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Company or of or
relating to all or substantially all of its property; or
the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency, bankruptcy or reorganization statute, make an assignment for the benefit of
its creditors, voluntarily suspend payment of its obligations or cease its normal business operations for three Business
Days; or
the Company ceases to meet the qualifications of a Fannie Mae lender or servicer; or
the Company fails to maintain a minimum net worth of $25,000,000; or
the Company attempts to assign its right to servicing compensation hereunder or the Company attempts, without
the consent of the Purchaser, to sell or otherwise dispose of all or substantially all of its property or assets or to
assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof
(to other than a Subservicer) in violation of Section 9.04.
In each and every such case, so long as an Event of Default shall not have been remedied, in addition to whatsoever
rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, the Purchaser, by
notice in writing to the Company, may terminate all the rights and obligations of the Company under this Agreement and in and to the
Mortgage Loans and the proceeds thereof.
57
Upon receipt by the Company of such written notice, all authority and power of the Company under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section
12.01. Upon written request from any Purchaser, the Company shall prepare, execute and deliver to the successor entity designated by
the Purchaser any and all documents and other instruments, place in such successor’s possession all Mortgage Files, and do or cause
to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not
limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Company’s sole expense. The
Company shall cooperate with the Purchaser and such successor in effecting the termination of the Company’s responsibilities and
rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which
shall at the time be credited by the Company to the Custodial Account or Escrow Account or thereafter received with respect to the
Mortgage Loans.
Waiver of Defaults.
By a written notice, the Purchaser may waive any default by the Company in the performance of its obligations
hereunder and its consequences. Upon any waiver of a past default, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other default or impair any right consequent thereon except to the extent expressly so waived.
TERMINATION
Termination.
This Agreement shall terminate upon either: (i) the later of the final payment or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan or the disposition of any REO Property with respect to the last Mortgage Loan and the
remittance of all funds due hereunder; or (ii) mutual consent of the Company and the Purchaser in writing.
Termination Without Cause.
The Purchaser may terminate, at its sole option, any rights the Company may have hereunder, without cause, as
provided in this Section 11.02. Any such notice of termination shall be in writing and delivered to the Company by registered mail as
provided in Section 12.05.
In the event the Purchaser terminates the Company without cause with respect to some or all of the Mortgage Loans,
the Purchaser shall be required to pay to the Company a Termination Fee in an amount equal to 2.0% of the outstanding principal
balance of the terminated Mortgage Loans as of the date of such termination.
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MISCELLANEOUS PROVISIONS
Successor to Company.
Prior to termination of the Company’s responsibilities and duties under this Agreement pursuant to Sections 9.04,
10.01, 11.01 (ii) or pursuant to Section 11.02 after the 90 day period has expired, the Purchaser shall, (i) succeed to and assume
all of the Company’s responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having the
characteristics set forth in clauses (i) through (iii) of Section 9.02 and which shall succeed to all rights and assume all of the
responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company’s responsibilities,
duties and liabilities under this Agreement. In connection with such appointment and assumption, the Purchaser may make such
arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. In the
event that the Company’s duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the
aforementioned sections, the Company shall discharge such duties and responsibilities during the period from the date it acquires
knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated
to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial
condition of its successor. The resignation or removal of the Company pursuant to the aforementioned sections shall not become
effective until a successor shall be appointed pursuant to this Section 12.01 and shall in no event relieve the Company of the
representations and warranties made pursuant to Sections 3.01 and 3.02 and the remedies available to the Purchaser under Sections
3.03, 3.04, 3.05 and 3.07, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03, 3.04, 3.05 and 3.07
shall be applicable to the Company notwithstanding any such sale, assignment, resignation or termination of the Company, or the
termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the
Purchaser an instrument accepting such appointment, wherein the successor shall make the representations and warranties set forth in
Section 3.01, except for subsections (f), (h), (i) and (k) thereof, whereupon such successor shall become fully vested with all the
rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a
party to this Agreement. Any termination or resignation of the Company or termination of this Agreement pursuant to Section 9.04,
10.01, 11.01 or 11.02 shall not affect any claims that any Purchaser may have against the Company arising out of the Company’s
actions or failure to act prior to any such termination or resignation.
The Company shall deliver promptly to the successor servicer the Funds in the Custodial Account and Escrow Account
and all Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds and
shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest
in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company.
59
Upon a successor’s acceptance of appointment as such, the Company shall notify by mail the Purchaser of such
appointment in accordance with the procedures set forth in Section 12.05.
Amendment.
This Agreement may be amended from time to time by the Company and the Purchaser by written agreement signed by the
Company and the Purchaser.
Governing Law.
This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with such laws.
Duration of Agreement.
This Agreement shall continue in existence and effect until terminated as herein provided. This Agreement shall
continue notwithstanding transfers of the Mortgage Loans by the Purchaser.
Notices.
All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, postage prepaid, addressed as follows:
if to the Company:
Countrywide Home Loans, Inc.,
4500 Park Grenada
Calabasas, CA91302
Attention: David Spector
or such other address as may hereafter be furnished to the Purchaser in writing by the Company;
if to Purchaser:
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75014-1358
Attention: Ralene Ruyle
60
Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be held invalid for any
reason whatsoever, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions
of this Agreement.
Relationship of Parties.
Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties
hereto and the services of the Company shall be rendered as an independent contractor and not as agent for the Purchaser.
Execution; Successors and Assigns.
This Agreement may be executed in one or more counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one
and the same agreement. Subject to Section 8.04, this Agreement shall inure to the benefit of and be binding upon the Company and the
Purchaser and their respective successors and assigns.
Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, each of the Assignments of Mortgage is subject to recordation in all
appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the
Mortgaged Properties are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected
at the Company’s expense in the event recordation is either necessary under applicable law or requested by the Purchaser at its sole
option accordance with Section 14 of the Purchase Agreement.
Assignment by Purchaser.
The Purchaser shall have the right, without the consent of the Company but subject to the limit set forth in Section
2.02 hereof, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and
designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment and Assumption Agreement
substantially in the form of Exhibit G hereto. Upon such assignment of rights and assumption of obligations, the assignee or designee
shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans and the Purchaser as
assignor shall be released from all obligations hereunder with respect to such Mortgage Loans from and after the date of such
assignment and assumption. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee.
No Personal Solicitation.
61
From and after the related Closing Date, the Company hereby agrees that it will not take any action or permit or
cause any action to be taken by any of its agents or affiliates, or by any independent contractors or independent mortgage brokerage
companies on the Company’s behalf, to personally, by telephone or mail, solicit the Mortgagor under any Mortgage Loan for the purpose
of refinancing such Mortgage Loan; provided, that the Company may solicit any Mortgagor for whom the Company has received a request
for verification of mortgage, a request for demand for payoff, a mortgagor initiated written or verbal communication indicating a
desire to prepay the related Mortgage Loan, or the mortgagor initiates a title search, provided further, it is understood and agreed
that promotions undertaken by the Company or any of its affiliates which (i) concern optional insurance products or other additional
projects, (ii) are directed to the general public at large, including, without limitation, mass mailings based on commercially
acquired mailing lists, newspaper, radio and television advertisements, (iii) are directed to mortgagors who have a specific type of
mortgage (i.e., balloon Mortgage Loans, LIBOR Mortgage Loans, etc.) or (iv) directed to those mortgagors whose mortgages fall within
specific interest rate ranges shall not constitute solicitation under this Section 12.11 nor is the Company prohibited from
responding to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor. Notwithstanding the foregoing, the
following solicitations, if undertaken by the Company or any affiliate of the Company, shall not be prohibited under this Section
12.11: (i) solicitations that are directed to the general public at large, including, without limitation, mass mailings based on
commercially acquired mailing lists and newspaper, radio, television and other mass media advertisements; (ii) borrower messages
included on, and statement inserts provided with, the monthly statements sent to Mortgagors; provided, however, that similar messages
and inserts are sent to the borrowers of other mortgage loans serviced by the Company.
62
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION
By: _____________________________________________________
Name: Ralene Ruyle
Title: President
COUNTRYWIDE HOME LOANS, INC.
By: _____________________________________________________
Name: ___________________________________________________
Title: __________________________________________________
STATE OF NEW YORK )
) ss.:
COUNTY OF __________ )
On the __ day of ________, 200_ before me, a Notary Public in and for said State, personally appeared ________,
known to me to be Vice President of EMC Mortgage Corporation, the federal savings association that executed the within instrument and
also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the day and year in this certificate first
above written.
___________________________________________________________________________________________________________________
Notary Public
My Commission expires ___________________________________
STATE OF )
) ss.:
COUNTY OF __________ )
On the __ day of _______, 200_ before me, a Notary Public in and for said State, personally appeared __________,
known to me to be ______________ of Countrywide Home Loans, Inc. the corporation that executed the within instrument and also known
to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the day and year in this certificate first
above written.
___________________________________________________________________________________________________________________
Notary Public
My Commission expires ___________________________________
EXHIBIT B
CONTENTS OF EACH MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be
available for inspection by the Purchaser and any prospective Purchaser, and which shall be retained by the Company in the Servicing
File or delivered to the Custodian pursuant to Section 2.01 and 2.03 of the Seller’s Warranties and Servicing Agreement to which this
Exhibit is attached (the “Agreement”):
1. The original Mortgage Note bearing all intervening endorsements, endorsed “Pay to the order of _________ without recourse”
and signed in the name of the Company by an authorized officer (in the event that the Mortgage Loan was acquired by
the Company in a merger, the signature must be in the following form: “Countrywide Home Loans, Inc., successor by
merger to [name of predecessor]”; and in the event that the Mortgage Loan was acquired or originated by the Company
while doing business under another name, the signature must be in the following form: “Countrywide Home Loans, Inc.,
formerly known as [previous name]”).
2. The original of any guarantee executed in connection with the Mortgage Note (if any).
3. The original Mortgage, with evidence of recording thereon. If in connection with any Mortgage Loan, the Company cannot
deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related
Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for
recordation or because such Mortgage has been lost or because such public recording office retains the original
recorded Mortgage, the Company shall deliver or cause to be delivered to the Custodian, a photocopy of such
Mortgage, together with (i) in the case of a delay caused by the public recording office, an Officer’s Certificate
of the Company stating that such Mortgage has been dispatched to the appropriate public recording office for
recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording
office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Custodian
upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the
original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a
copy of such Mortgage certified by such public recording office or by the title insurance company that issued the
title policy to be a true and complete copy of the original recorded Mortgage.
4. The originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon.
B-1
5. The original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording, delivered in
blank. If the Mortgage Loan was acquired by the Company in a merger, the Assignment of Mortgage must be made by
“Countrywide Home Loans, Inc., successor by merger to [name of predecessor].” If the Mortgage Loan was acquired or
originated by the Company while doing business under another name, the Assignment of Mortgage must be by
“Countrywide Home Loans, Inc., formerly known as [previous name].”
6. Originals of all intervening assignments of the Mortgage with evidence of recording thereon, or if any such intervening
assignment has not been returned from the applicable recording office or has been lost or if such public recording
office retains the original recorded assignments of mortgage, the Company shall deliver or cause to be delivered to
the Custodian, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the
public recording office, an Officer’s Certificate of the Company stating that such intervening assignment of
mortgage has been dispatched to the appropriate public recording office for recordation and that such original
recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the
appropriate public recording office or by the title insurance company that issued the title policy to be a true and
complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the
Custodian upon receipt thereof by the Company; or (ii) in the case of an intervening assignment where a public
recording office retains the original recorded intervening assignment or in the case where an intervening assignment
is lost after recordation in a public recording office, a copy of such intervening assignment certified by such
public recording office to be a true and complete copy of the original recorded intervening assignment.
7. The original mortgagee policy of title insurance or attorney’s opinion of title and abstract of title.
8. Any security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.
9. The original hazard insurance policy and, if required by law, flood insurance policy, in accordance with Section 4.10 of the
Agreement.
10. Residential loan application.
11. Mortgage Loan closing statement.
12. Verification of employment and income.
13. Verification of acceptable evidence of source and amount of downpayment.
14. Credit report on the Mortgagor.
15. Residential appraisal report.
B-2
16. Photograph of the Mortgaged Property.
17. Survey of the Mortgaged Property.
18. Copy of each instrument necessary to complete identification of any exception set forth in the exception schedule in the
title policy, i.e., map or plat, restrictions, easements, sewer agreements, home association declarations, etc.
19. All required disclosure statements.
20. If available, termite report, structural engineer’s report, water potability and septic certification.
21. Sales contract.
22. Tax receipts, insurance premium receipts, ledger sheets, payment history from date of origination, insurance claim files,
correspondence, current and historical computerized data files, and all other processing, underwriting and closing
papers and records which are customarily contained in a mortgage loan file and which are required to document the
Mortgage Loan or to service the Mortgage Loan.
In the event an Officer’s Certificate of the Company is delivered to the Custodian because of a delay caused by the
public recording office in returning any recorded document, the Company shall deliver to the Custodian, within 180 days of the
related Closing Date, an Officer’s Certificate which shall (i) identify the recorded document, (ii) state that the recorded document
has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time
generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the
date the applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian
the applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be
requested from the Purchaser, which consent shall not be unreasonably withheld.
B3
EXHIBIT C
MORTGAGE LOAN DOCUMENTS
The Mortgage Loan Documents for each Mortgage Loan shall include each of the following items, which shall be
delivered to the Custodian pursuant to Section 2.01 of the Seller’s Warranties and Servicing Agreement to which this Exhibit is
annexed (the “Agreement”):
23. the original Mortgage Note bearing all intervening endorsements, endorsed “Pay to the order of ___________, without
recourse” and signed in the name of the Company by an authorized officer. To the extent that there is no room on the face of the
Mortgage Note for endorsements, the endorsement may be contained on an allonge, if state law so allows. If the Mortgage Loan was
acquired by the Company in a merger, the endorsement must be by “Countrywide Home Loans, Inc., successor by merger to [name of
predecessor].” If the Mortgage Loan was acquired or originated by the Company while doing business under another name, the
endorsement must be by “Countrywide Home Loans, Inc., formerly known as [previous name]”;
24. the original of any guarantee executed in connection with the Mortgage Note;
25. the original Mortgage with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was
executed pursuant to a power of attorney, with evidence of recording thereon;
26. the originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon;
27. the original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording, delivered in
blank, or the original Assignment of Mortgage in recordable form into MERS. If the Mortgage Loan was acquired by the Company in a
merger, the Assignment of Mortgage must be made by “Countrywide Home Loans, Inc., successor by merger to [name of predecessor].” If
the Mortgage Loan was acquired or originated by the Company while doing business under another name, the Assignment of Mortgage must
be by “Countrywide Home Loans, Inc., formerly known as [previous name];”
28. the originals of all intervening assignments of mortgage with evidence of recording thereon, including warehousing
assignments, if any;
29. the original mortgagee title insurance policy;
30. such other documents as the Purchaser may require.
C-4-1
EXHIBIT D-1
CUSTODIAL ACCOUNT CERTIFICATION
_____________________, 200_
Countrywide Home Loans, Inc. hereby certifies that it has established the account described below as a Custodial
Account pursuant to Section 4.04 of the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2002, Residential
Adjustable Rate Mortgage Loans.
Title of Account: Countrywide Home Loans, Inc. in trust for the Purchaser
Account Number: _______________
Address of office or branch
of the Company at
which Account is maintained:
Countrywide Home Loans, Inc.
Company
By: _____________________________________________________
Name: ___________________________________________________
Title: __________________________________________________
D-1-1
EXHIBIT D-2
CUSTODIAL ACCOUNT LETTER AGREEMENT
_________________, 200_
To: _________________________________________________
__________________________________________________________
__________________________________________________________
(the “Depository”)
As Company under the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2002, Residential
Adjustable Rate Mortgage Loans (the “Agreement”), we hereby authorize and request you to establish an account, as a Custodial Account
pursuant to Section 4.04 of the Agreement, to be designated as “[Servicer] in trust for the Purchaser - Residential Adjustable Rate
Mortgage Loans.” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse
any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is
submitted to you in duplicate. Please execute and return one original to us.
[COUNTRYWIDE HOME LOANS, INC.]
By: _____________________________________________________
Name: ___________________________________________________
Title: __________________________________________________
Date:____________________________________________________
D-2-1
The undersigned, as Depository, hereby certifies that the above described account has been established under Account
Number __________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided
above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the
Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”).
___________________________________________________________________________________________________________________
Depository
By: _____________________________________________________
Name: ___________________________________________________
Title: __________________________________________________
Date:____________________________________________________
D-2-2
EXHIBIT E-1
ESCROW ACCOUNT CERTIFICATION
__________________, 200_
Countrywide Home Loans, Inc. hereby certifies that it has established the account described below as an Escrow
Account pursuant to Section 4.06 of the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2002, Residential
Adjustable Rate Mortgage Loans.
Title of Account:_“Countrywide Home Loans, Inc. in trust for the Purchaser and various Mortgagors.”
Account Number:__________________
Address of office or branch
of the Company at
which Account is maintained: _________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
[COUNTRYWIDE HOME LOANS, INC.]
By: _____________________________________________________
Name: ___________________________________________________
Title: __________________________________________________
E-1-1
EXHIBIT E-2
ESCROW ACCOUNT LETTER AGREEMENT
___________________, 200_
To: _________________________________________________
__________________________________________________________
__________________________________________________________
(the “Depository”)
As Company under the Seller’s Warranties and Servicing Agreement, dated as of September 1, 2002 Residential
Adjustable Rate Mortgage Loans (the “Agreement”), we hereby authorize and request you to establish an account, as an Escrow Account
pursuant to Section 4.07 of the Agreement, to be designated as “[Servicer], in trust for the Purchaser - Residential Adjustable Rate
Mortgage Loans.” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. You may refuse
any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is
submitted to you in duplicate. Please execute and return one original to us.
[COUNTRYWIDE HOME LOANS, INC.]
By: _____________________________________________________
Name: ___________________________________________________
Title: __________________________________________________
Date:____________________________________________________
E-2-1
The undersigned, as Depository, hereby certifies that the above described account has been established under Account
Number ______, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above.
The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank
Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”).
___________________________________________________________________________________________________________________
Depository
By: _____________________________________________________
Name: ___________________________________________________
Title: __________________________________________________
Date:____________________________________________________
E-2-2
EXHIBIT F
MONTHLY REMITTANCE ADVICE
F-1
EXHIBIT G
ASSIGNMENT AND ASSUMPTION
_________________, 200_
ASSIGNMENT AND ASSUMPTION, dated __________, between __________________________________, a ___________________
corporation having an office at __________________ (“Assignor”) and _________________________________, a __________________
corporation having an office at __________________ (“Assignee”):
For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and
sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as
follows:
(vii) The Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor, as
purchaser, in, to and under that certain Seller’s Warranties and Servicing Agreement, Residential Adjustable Rate Mortgage Loans (the
“Seller’s Warranties and Servicing Agreement”), dated as of September 1, 2002, by and between EMC Mortgage Corporation (the
“Purchaser”), and Countrywide Home Loans, Inc. (the “Company”), and the Mortgage Loans delivered thereunder by the Company to the
Assignor.
(viii) The Assignor warrants and represents to, and covenants with, the Assignee that:
a. The Assignor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans free from any and
all claims and encumbrances whatsoever;
b. The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to
the Company with respect to the Seller’s Warranties and Servicing Agreement or the Mortgage Loans;
c. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Seller’s
Warranties and Servicing Agreement, the Custodial Agreement or the Mortgage Loans, including without limitation the transfer of the
servicing obligations under the Seller’s Warranties and Servicing Agreement. The Assignor has no knowledge of, and has not received
notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Seller’s
Warranties and Servicing Agreement or the Mortgage Loans; and
d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security from,
or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any other similar
security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or
taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the “33 Act”) or
which would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration pursuant
thereto.
G-1
(ix) The Assignee warrants and represents to, and covenants with, the Assignor and the Company that:
e. The Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the Seller’s Warranties and
Servicing Agreement, the Mortgage Loans and the Custodial Agreement, and from and after the date hereof, the Assignee assumes for the
benefit of each of the Company and the Assignor all of the Assignor’s obligations as Purchaser thereunder;
f. The Assignee understands that the Mortgage Loans have not been registered under the 33 Act or the securities laws of any
state;
g. The purchase price being paid by the Assignee for the Mortgage Loans are in excess of $250,000 and will be paid by cash
remittance of the full purchase price within 60 days of the sale;
h. The Assignee is acquiring the Mortgage Loans for investment for its own account only and not for any other person. In this
connection, neither the Assignee nor any Person authorized to act therefor has offered the Mortgage Loans by means of any general
advertising or general solicitation within the meaning of Rule 502(c) of U.S. Securities and Exchange Commission Regulation D,
promulgated under the 1933 Act;
i. The Assignee considers itself a substantial, sophisticated institutional investor having such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage Loans;
j. The Assignee has been furnished with all information regarding the Mortgage Loans that it has requested from the Assignor or
the Company;
k. Neither the Assignee nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security from,
or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any other similar
security with, any person in any manner which would constitute a distribution of the Mortgage Loans under the 33 Act or which would
render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration pursuant thereto, nor
will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and
l. Either: (1) the Assignee is not an employee benefit plan (“Plan”) within the meaning of section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”) or a plan (also “Plan”) within the meaning of section 4975(e)(1) of the
Internal Revenue Code of 1986 (“Code”), and the Assignee is not directly or indirectly purchasing the Mortgage Loans on behalf of,
investment manager of, as named fiduciary of, as Trustee of, or with assets of, a Plan; or (2) the Assignee’s purchase of the
Mortgage Loans will not result in a prohibited transaction under section 406 of ERISA or section 4975 of the Code.
m. The Assignee’s address for purposes of all notices and correspondence related to the Mortgage Loans and the Seller’s
Warranties and Servicing Agreement is:
_______________________
_______________________
_______________________
Attention:______________
The Assignee’s wire transfer instructions for purposes of all remittances and payments related to the Mortgage Loans
and the Seller’s Warranties and Servicing Agreement are:
_______________________
_______________________
_______________________
IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption to be executed by their duly authorized
officers as of the date first above written.
_____________________________________________________ _____________________________________________________
Assignor Assignee
By:__________________________________________________ By: _________________________________________________
Its:_________________________________________________ Its: ________________________________________________
EXHIBIT H
UNDERWRITING GUIDELINES
G-1
EXHIBIT I
ACKNOWLEDGMENT AGREEMENT
On this ____ day of ____________, 200_, EMC Mortgage Corporation, (the “Purchaser”) as the Purchaser under that
certain Seller’s Warranties and Servicing Agreement dated as of September 1, 2002, (the “Agreement”), does hereby contract with
Countrywide Home Loans Inc. (the “Company”) as Company under the Agreement, for the servicing responsibilities related to the
Mortgage Loans listed on the related Mortgage Loan Schedule attached hereto. The Company hereby accepts the servicing
responsibilities transferred hereby and on the date hereof assumes all servicing responsibilities related to the Mortgage Loans
identified on the related Mortgage Loan Schedule all in accordance with the Agreement. The contents of each Servicing File required
to be delivered to service the Mortgage Loans pursuant to the Agreement have been or shall be delivered to the Company by the
Purchaser in accordance with the terms of the Agreement.
With respect to the Mortgage Loans made subject to the Agreement hereby, the related Closing Date shall be
___________________.
All other terms and conditions of this transaction shall be governed by the Agreement.
Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.
This Acknowledgment Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall
be deemed to be an original, and all such counterparts shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Purchaser and the Company have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.
PURCHASER:
EMC MORTGAGE CORPORATION
By:________________________
Name:______________________
Title:_____________________
SELLER:
COUNTRYWIDE HOME LOANS, INC.
By:________________________
Name:______________________
Title:_____________________
AMENDMENT REG AB
TO THE MASTER MORTGAGE LOAN PURCHASEAND SERVICING AGREEMENT
This is Amendment Reg AB (“Amendment Reg AB”), dated as of January 1, 2006, by and between EMC Mortgage Corporation
(the “Purchaser”), and Countrywide Home Loans, Inc. (the “Company”) to that certain Seller’s Warranties and Servicing Agreement]
dated as of September 1, 2002 by and between the Company and the Purchaser (as amended, modified or supplemented, the “Existing
Agreement”).
W I T N E S S E T H
WHEREAS, the Company and the Purchaser have agreed, subject to the terms and conditions of this Amendment Reg AB
that the Existing Agreement be amended to reflect agreed upon revisions to the terms of the Existing Agreement.
Accordingly, the Company and the Purchaser hereby agree, in consideration of the mutual premises and mutual
obligations set forth herein, that the Existing Agreement is hereby amended as follows:
1. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Existing Agreement. The
Existing Agreement is hereby amended by adding the following definitions in their proper alphabetical order:
Commission: The United States Securities and Exchange Commission.
Company Information: As defined in Section 2(g)(i)(A)(1).
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Master Servicer: With respect to any Securitization Transaction, the “master servicer,” if any, identified in the related
transaction documents.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided that the following conditions
are satisfied: (i) such Mortgage Loans were either (x) originated pursuant to an agreement between the Company and such Person that
contemplated that such Person would underwrite mortgage loans from time to time, for sale to the Company, in accordance with
underwriting guidelines designated by the Company (“Designated Guidelines”) or guidelines that do not vary materially from such
Designated Guidelines or (y) individually re-underwritten by the Company to the Designated Guidelines at the time such Mortgage Loans
were acquired by the Company; (ii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated, used
by the Company in origination of mortgage loans of the same type as the Mortgage Loans for the Company’s own account or (y) the
Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for
use by lenders in originating mortgage loans to be purchased by the Company; and (iii) the Company employed, at the time such
Mortgage Loans were acquired by the Company, pre-purchase or post-purchase quality assurance procedures (which may involve, among
other things, review of a sample of mortgage loans purchased during a particular time period or through particular channels) designed
to ensure that either Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the
Company or the Mortgage Loans purchased by the Company substantially comply with the Designated Guidelines.
2
Reconstitution: Any Securitization Transaction or Whole Loan Transfer.
Reconstitution Agreement: An agreement or agreements entered into by the Company and the Purchaser and/or certain third
parties in connection with a Reconstitution with respect to any or all of the Mortgage Loans serviced under the Agreement.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be
amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the
adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or its staff from time to time.
Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction subject to Regulation AB involving either (1) a sale or other transfer of some
or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered, rated or
unrated mortgage-backed securities or (2) an issuance of publicly offered, rated or unrated securities, the payments on which are
determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or
all of the Mortgage Loans.
Servicer: As defined in Section 2(c)(iii).
Servicing Criteria: The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time
to time.
Static Pool Information: Static pool information as described in Item 1105 of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Company
or a Subservicer.
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Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any Subservicer and is responsible for the
performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Company under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB; provided, however, that the term “Subservicer” shall not include any master servicer other than the Company, or any
special servicer engaged at the request of a Depositor, Purchaser or investor in a Securitization Transaction, nor any “back-up
servicer” or trustee performing servicing functions on behalf of a Securitization Transaction engaged at the request of a Depositor,
Purchaser, or investor in a Securitization Transaction.
Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the
Company.
Whole Loan Transfer: Any sale or transfer of some or all of the Mortgage Loans, other than a Securitization Transaction.
2. The Purchaser and the Company agree that the Existing Agreement is hereby amended by adding the following provisions:
(a) Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that the purpose of Article 2 of this Agreement is to facilitate
compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the
Commission. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance
under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and
the rules and regulations of the Commission thereunder. Although Regulation AB is applicable by its terms only to offerings of
asset-backed securities that are registered under the Securities Act, the parties acknowledges that investors in privately offered
securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. The parties
agree over time to negotiate in good faith with respect to the provision of comparable disclosure in private offerings. The Company
acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff. The Company agrees to negotiate in good faith with the Purchaser or any Depositor with
regard to any reasonable requests for delivery of information under these provisions on the basis of evolving interpretations of
Regulation AB. In connection with any Securitization Transaction, the Company shall cooperate fully with the Purchaser to deliver to
the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications,
records and any other information necessary to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB,
together with such disclosures relating to the Company, and any parties or items identified in writing by the Purchaser, including,
any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans necessary in order to
effect such compliance, in the Purchaser’s or Depositor’s reasonable determination.
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The Purchaser agrees that it will cooperate with the Company and provide sufficient and timely notice of any information
requirements pertaining to a Securitization Transaction. The Purchaser will make all reasonable efforts to limit requests for
information, reports or any other materials to items the Purchaser reasonably believes is required for compliance with Regulation AB,
and shall not request information which is not required for such compliance.
(b) Additional Representations and Warranties of the Company.
(i) The Company shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which
information is first provided to the Purchaser or any Depositor under Section 2(c) that, except as disclosed in writing to
the Purchaser or such Depositor prior to such date: (i) the Company is not aware and has not received notice that any
default, early amortization or other performance triggering event has occurred as to any other securitization due to any act
or failure to act of the Company; (ii) the Company has not been terminated as servicer in a residential mortgage loan
securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no
material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage
loans involving the Company as servicer has been disclosed or reported by the Company; (iv) no material changes to the
Company’s policies or procedures with respect to the servicing function it will perform under this Agreement and any
Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year
period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Company’s financial
condition that could have a material adverse effect on the performance by the Company of its servicing obligations under
this Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or
known to be contemplated) against the Company, any Subservicer or any Third-Party Originator; and (vii) there are no
affiliations, relationships or transactions relating to the Company, any Subservicer or any Third-Party Originator with
respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in
Item 1119 of Regulation AB.
(ii) If so requested by the Purchaser or any Depositor on any date following the date on which information is
first provided to the Purchaser or any Depositor under Section 2(c), the Company shall, within five Business Days following
such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (i) of this
Section or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably
adequate disclosure of the pertinent facts, in writing, to the requesting party.
(c) Information to Be Provided by the Company.
In connection with any Securitization Transaction the Company shall (1) within five Business Days following request by the
Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator and
each Subservicer to provide), in writing reasonably required for compliance with Regulation AB, the information and materials
specified in paragraphs (i), (ii), (iii) and (vi) of this Section 2(c), and (2) as promptly as practicable following notice to or
discovery by the Company, provide to the Purchaser and any Depositor (as required by Regulation AB) the information specified in
paragraph (iv) of this Section.
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(i) If so requested by the Purchaser or any Depositor, the Company shall provide such information regarding (x)
the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent,
if applicable), or (y) as applicable, each Third-Party Originator, and (z) as applicable, each Subservicer, as is requested
for the purpose of compliance with Items 1103(a)(1), 1105 (subject to paragraph (b) below), 1110, 1117 and 1119 of
Regulation AB. Such information shall include, at a minimum:
(A) the originator’s form of organization;
(B) to the extent material, a description of the originator’s origination program and how long the
originator has been engaged in originating residential mortgage loans, which description shall include a discussion
of the originator’s experience in originating mortgage loans of a similar type as the Mortgage Loans; if material,
information regarding the size and composition of the originator’s origination portfolio; and information that may
be material to an analysis of the performance of the Mortgage Loans, including the originators’ credit-granting or
underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the
Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation
AB;
(C) a brief description of any material legal or governmental proceedings pending (or known to be
contemplated by a governmental authority) against the Company, each Third-Party Originator, if applicable, and each
Subservicer; and
(D) a description of any affiliation or relationship between the Company, each Third-Party Originator,
if applicable, each Subservicer and any of the following parties to a Securitization Transaction, as such parties
are identified to the Company by the Purchaser or any Depositor in writing or in the related Reconstitution
Agreement within five Business Days in advance of such Securitization Transaction:
(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;
(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material transaction party.
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(ii) If so requested by the Purchaser or any Depositor, and required by Regulation AB or as otherwise agreed
upon by the Company, the Purchaser and/or the Depositor, the Company shall provide (or, as applicable, cause each
Third-Party Originator to provide) Static Pool Information with respect to the mortgage loans (of a similar type as the
Mortgage Loans, as reasonably identified by the Purchaser as provided below) originated by (a) the Company, if the Company
is an originator of Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent, if
applicable), and/or (b) as applicable, each Third-Party Originator. Such Static Pool Information shall be prepared by the
Company (or, if applicable, the Third-Party Originator) on the basis of its reasonable, good faith interpretation of the
requirements of Item 1105(a)(1)-(3) of Regulation AB. To the extent that there is reasonably available to the Company (or
Third-Party Originator, as applicable) Static Pool Information with respect to more than one mortgage loan type, the
Purchaser or any Depositor shall be entitled to specify whether some or all of such information shall be provided pursuant
to this paragraph. The content of such Static Pool Information may be in the form customarily provided by the Company, and
need not be customized for the Purchaser or any Depositor. Such Static Pool Information for each vintage origination year
or prior securitized pool, as applicable, shall be presented in increments no less frequently than quarterly over the life
of the mortgage loans included in the vintage origination year or prior securitized pool. The most recent periodic
increment must be as of a date no later than 135 days prior to the date of the prospectus or other offering document in
which the Static Pool Information is to be included or incorporated by reference. The Static Pool Information shall be
provided in an electronic format that provides a permanent record of the information provided, such as a portable document
format (pdf) file, or other such electronic format.
Promptly following notice or discovery of a material error (as determined in Company’s sole discretion), in Static
Pool Information provided pursuant to the immediately preceding paragraph (including an omission to include therein
information required to be provided pursuant to such paragraph), the Company shall provide corrected Static Pool Information
to the Purchaser or any Depositor, as applicable, in the same format in which Static Pool Information was previously
provided to such party by the Company.
If so requested by the Purchaser or any Depositor, the Company shall provide (or, as applicable, cause each
Third-Party Originator to provide), at the expense of the requesting party (to the extent of any additional incremental
expense associated with delivery pursuant to this Agreement), agreed-upon procedures letters of certified public accountants
pertaining to Static Pool Information relating to prior securitized pools for securitizations closed on or after January 1,2006 or, in the case of Static Pool Information with respect to the Company’s or, if applicable, Third-Party Originator’s
originations or purchases, to calendar months commencing January 1, 2006, as the Purchaser or such Depositor shall
reasonably request. Such statements and letters shall be addressed to and be for the benefit of such parties as the
Purchaser or such Depositor shall designate, which shall be limited to any Sponsor, any Depositor, any broker dealer acting
as underwriter, placement agent or initial purchaser with respect to a Securitization Transaction or any other party that is
reasonably and customarily entitled to receive such statements and letters in a Securitization Transaction. Any such
statement or letter may take the form of a standard, generally applicable document accompanied by a reliance letter
authorizing reliance by the addressees designated by the Purchaser or such Depositor.
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(iii) If reasonably requested by the Purchaser or any Depositor, the Company shall provide such information
regarding the Company, as servicer of the Mortgage Loans, and each Subservicer (each of the Company and each Subservicer,
for purposes of this paragraph, a “Servicer”), as is reasonably requested for the purpose of compliance with Item 1108 of
Regulation AB. Such information shall include, at a minimum:
(A) the Servicer’s form of organization;
(B) a description of how long the Servicer has been servicing residential mortgage loans; a general
discussion of the Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the
Servicer’s experience in, and procedures for, the servicing function it will perform under this Agreement and any
Reconstitution Agreements; information regarding the size, composition and growth of the Servicer’s portfolio of
residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the
Servicer that may be material, in the reasonable determination of the Purchaser or any Depositor, to any analysis of
the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without
limitation:
(1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage
Loans involving the Servicer have defaulted or experienced an early amortization or other performance
triggering event because of servicing during the three-year period immediately preceding the related
Securitization Transaction;
(2) the extent of outsourcing the Servicer utilizes;
(3) whether there has been previous disclosure of material noncompliance with the applicable
servicing criteria with respect to other securitizations of residential mortgage loans involving the
Servicer as a servicer during the three-year period immediately preceding the related Securitization
Transaction;
(4) whether the Servicer has been terminated as servicer in a residential mortgage loan
securitization, either due to a servicing default or to application of a servicing performance test or
trigger; and
(5) such other information as the Purchaser or any Depositor may reasonably request for the
purpose of compliance with Item 1108(b)(2) of Regulation AB;
(C) a description of any material changes during the three-year period immediately preceding the
related Securitization Transaction to the Servicer’s policies or procedures with respect to the servicing function
it will perform under this Agreement and any Reconstitution Agreements for mortgage loans of a type similar to the
Mortgage Loans;
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(D) information regarding the Servicer’s financial condition, to the extent that there is a material
risk that an adverse financial event or circumstance involving the Servicer could have a material adverse effect on
the performance by the Company of its servicing obligations under this Agreement or any Reconstitution Agreement;
(E) information regarding advances made by the Servicer on the Mortgage Loans and the Servicer’s
overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the
related Securitization Transaction, which may be limited to a statement by an authorized officer of the Servicer to
the effect that the Servicer has made all advances required to be made on residential mortgage loans serviced by it
during such period, or, if such statement would not be accurate, information regarding the percentage and type of
advances not made as required, and the reasons for such failure to advance;
(F) a description of the Servicer’s processes and procedures designed to address any special or unique
factors involved in servicing loans of a similar type as the Mortgage Loans;
(G) a description of the Servicer’s processes for handling delinquencies, losses, bankruptcies and
recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts; and
(H) information as to how the Servicer defines or determines delinquencies and charge-offs, including
the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with
respect to delinquency and loss experience.
(iv) For the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of
asset-backed securities, the Company shall (or shall cause each Subservicer and, if applicable, any Third-Party Originator
to) (a) provide notice within two (2) Business Days to the Purchaser, any Master Servicer and any Depositor in writing of
(1) any merger, consolidation or sale of substantially all of the assets of the Company, (2) the Company’s entry into an
agreement with a Subservicer to perform or assist in the performance of any of the Company’s obligations under the Agreement
or any Reconstitution Agreement that qualifies as an “entry into a material definitive agreement” under Item 1.01 of the
form 8-K, and (b) provide prompt notice to the Purchaser, the Master Servicer and the Depositor of (1) any Event of Default
under the terms of the Agreement or any Reconstitution Agreement to the extent not known by such Purchaser, Master Servicer
or Depositor, and (2) any material litigation or governmental proceedings involving the Company, any Subservicer or any
Third Party Originator.
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(v) To the extent the Purchaser or any Depositor does not itself have an affiliation or relationship required
to be disclosed under Item 1119 of Regulation AB that develops following the closing date of a Securitization Transaction,
the Company shall provide to the Purchaser and any Depositor a description of any such affiliation or relationship involving
the Company, any Subservicer or any Third-Party Originator no later than 15 calendar days prior to the date the Depositor is
required to file its Form 10-K disclosing such affiliation or relationship. For purposes of the foregoing, the Company (1)
shall be entitled to assume that the parties to the Securitization Transaction with whom affiliations or relations must be
disclosed are the same as on the closing date if it provides a written request (which may be by e-mail) to the Depositor or
Master Servicer, as applicable, requesting such confirmation and either obtains such confirmation or receives no response
within three (3) Business Days, (2) shall not be obligated to disclose any affiliations or relationships that may develop
after the closing date for the Securitization Transaction with any parties not identified to the Company pursuant to clause
(D) of paragraph (i) of this Section 2(c), and (3) shall be entitled to rely upon any written identification of parties
provided by the Depositor, the Purchaser or any master servicer.
(v) As a condition to the succession to the Company or any Subservicer as servicer or subservicer under this
Agreement or any applicable Reconstitution Agreement related thereto by any Person (i) into which the Company or such
Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Company or any Subservicer,
the Company shall provide to the Purchaser, any Master Servicer, and any Depositor, at least 15 calendar days prior to the
effective date of such succession or appointment, (x) written notice to the Purchaser and any Depositor of such succession
or appointment and (y) in writing, all information reasonably requested by the Purchaser or any Depositor in order to comply
with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.
(vi) Not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in
respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Company, the Company
shall, to the extent the Company has knowledge, provide to the party responsible for filing such report (including, if
applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data,
and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as
specified in the provisions of Regulation AB referenced below):
(a) any material modifications, extensions or waivers of Mortgage Loan terms, fees, penalties or
payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of
Regulation AB);
(b) material breaches of Mortgage Loan representations or warranties or transaction covenants under
the Existing Agreement, as amended herein (Item 1121(a)(12) of Regulation AB): and
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(c) information regarding any Mortgage Loan changes (such as, additions, substitutions or repurchases)
and any material changes in origination, underwriting, or other criteria for acquisition or selection of pool assets
(Item 1121(a)(14) of Regulation AB).
(vii) In addition to such information as the Company, as servicer, is obligated to provide pursuant to other
provisions of this Agreement, if reasonably requested by the Purchaser or any Depositor, the Company shall provide such
information which is available to the Company, regarding the servicing of the Mortgage Loans as is reasonably required to
facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB.
(d) Servicer Compliance Statement.
On or before March 5 of each calendar year, commencing in 2007, the Company shall deliver to the Purchaser and any Depositor
a statement of compliance addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company, to the
effect that (i) a review of the Company’s servicing activities during the immediately preceding calendar year (or applicable portion
thereof) and of its performance under the servicing provisions of this Agreement and any applicable Reconstitution Agreement during
such period has been made under such officer’s supervision, and (ii) to the best of such officers’ knowledge, based on such review,
the Company has fulfilled all of its servicing obligations under this Agreement and any applicable Reconstitution Agreement in all
material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such
obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status
thereof.
(e) Report on Assessment of Compliance and Attestation.
(i) On or before March 5 of each calendar year, commencing in 2007, the Company shall:
(A) deliver to the Purchaser and any Depositor a report regarding the Company’s assessment of
compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules
13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the
Purchaser and such Depositor and signed by an authorized officer of the Company, and shall address each of the
applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto (wherein
“investor” shall mean the Master Servicer) delivered to the Purchaser concurrently with the execution of this
Agreement;
(B) deliver to the Purchaser and any Depositor a report of a registered public accounting firm that
attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the preceding
paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
Securities Act and the Exchange Act;
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(C) if required by Regulation AB, cause each Subservicer and each Subcontractor determined by the
Company pursuant to Section 2(f)(ii) to be “participating in the servicing function” within the meaning of Item 1122
of Regulation AB (each, a “Participating Entity”), to deliver to the Purchaser and any Depositor an assessment of
compliance and accountants’ attestation as and when provided in paragraphs (A) and (B) of this Section 2(e)(i); and
(D) deliver or, if required by Regulation AB, cause each Subservicer and Subcontractor described in
Section 2(e)(i)(C) above to deliver to the Purchaser, Depositor or any other Person that will be responsible for
signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange
Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer with respect to
a Securitization Transaction a certification, signed by the appropriate officer of the Company, in the form attached
hereto as Exhibit B; provided that such certification delivered by the Company may not be filed as an exhibit to, or
included in, any filing with the Commission.
The Company acknowledges that the party identified in clause (i)(D) above may rely on the certification provided by the
Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Purchaser nor
any Depositor will request deliver of a certification under clause (D) above unless the Purchaser, Depositor or any other Person is
required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes
Mortgage Loans.
(ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(e)(i)(A) shall address each
of the applicable Servicing Criteria specified on a certification substantially in the form of Exhibit A hereto delivered to
the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as
such, on or prior to the date of such appointment. An assessment of compliance provided by a Participating Entity pursuant
to Section 2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company
pursuant to Section 2(f).
(iii) If reasonably requested by the Purchaser or any Depositor, the Company shall provide to the Purchaser, any
Master Servicer or any Depositor, evidence of the authorization of the person signing any certification or statement
pursuant to Section 2(d) or 2(e) of this Agreement.
(f) Use of Subservicers and Subcontractors.
The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the
Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of
paragraph (i) of this Subsection (f). The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall
not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the
Company as servicer under this Agreement or any related Reconstitution Agreement unless the Company complies with the provisions of
paragraph (ii) of this Subsection (f).
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(i) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the
utilization of any Subservicer. If required by Regulation AB, the Company shall cause any Subservicer used by the Company
(or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and
with Sections 2(b), 2(c)(iii), 2(c)(v), 2(d), and 2(e) of this Agreement , and to provide the information required with
respect to such Subservicer under Section 2(c)(iv) of this Agreement. The Company shall be responsible for obtaining from
each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be
delivered by such Subservicer under Section 2(d), any assessment of compliance and attestation required to be delivered by
such Subservicer under Section 2(e) and any certification required to be delivered to the Person that will be responsible
for signing the Sarbanes Certification under Section 2(e) as and when required to be delivered.
(ii) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the
utilization of any Subcontractor. If required by Regulation AB, the Company shall promptly upon request provide to the
Purchaser and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written
description of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (A) the
identity of each such Subcontractor, (B) which (if any) of such Subcontractors are Participating Entities, and (C) which
elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Participating Entity
identified pursuant to clause (B) of this paragraph.
The Company shall cause any such Participating Entity used by the Company (or by any Subservicer) for the benefit of the
Purchaser and any Depositor to comply with the provisions of Section 2(e) of this Agreement. The Company shall be responsible for
obtaining from each Participating Entity and delivering to the Purchaser and any Depositor any assessment of compliance and
attestation and certificate required to be delivered by such Participating Entity under Section 2(e), in each case as and when
required to be delivered.
(g) Indemnification; Remedies.
(i) The Company shall indemnify the Purchaser and each of the following parties participating in a
Securitization Transaction: each sponsor and issuing entity; each Person responsible for the execution or filing of any
report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a
certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization
Transaction; each Person who controls any of such parties (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act); and the respective present and former directors, officers and employees of each of the
foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them
may sustain arising out of or based upon:
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(A)(1) any untrue statement of a material fact contained or alleged to be contained in any written
information, written report, certification or other material provided under this Amendment Reg AB by or on behalf of
the Company, or provided under this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity or, if
applicable, Third-Party Originator (collectively, the “Company Information”), or (2) the omission or alleged
omission to state in the Company Information a material fact required to be stated in the Company Information or
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading; provided, by way of clarification, that clause (2) of this paragraph shall be construed solely by
reference to the Company Information and not to any other information communicated in connection with a sale or
purchase of securities, without regard to whether the Company Information or any portion thereof is presented
together with or separately from such other information;
(B) any failure by the Company, any Subservicer, any Participating Entity or any Third-Party
Originator to deliver any information, report, certification, accountants’ letter or other material when and as
required under this Amendment Reg AB, including any failure by the Company to identify pursuant to Section 2(f)(ii)
any Participating Entity; or
(C) any breach by the Company of a representation or warranty set forth in Section 2(b)(i) or in a
writing furnished pursuant to Section 2(b)(ii) and made as of a date prior to the closing date of the related
Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the
Company of a representation or warranty in a writing furnished pursuant to Section 2(b)(ii) to the extent made as of
a date subsequent to such closing date.
In the case of any failure of performance described in clause (i)(B) of this Section, the Company shall promptly reimburse
the Purchaser, any Depositor, as applicable, and each Person responsible for the execution or filing of any report required to be
filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule
13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred
by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as
required by the Company, any Subservicer, any Participating Entity or any Third-Party Originator.
14
(ii) (A) Any failure by the Company, any Subservicer, any Participating Entity or any Third-Party
Originator to deliver any information, report, certification, accountants’ letter or other material when and as required
under this Amendment Reg AB , which continues unremedied for three Business Days after receipt by the Company and the
applicable Subservicer, Subcontractor, or Third-Party Originator of written notice of such failure from the Purchaser or
Depositor shall, except as provided in clause (B) of this paragraph, constitute an Event of Default with respect to the
Company under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as
applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement
and/or any applicable Reconstitution Agreement related thereto without payment (notwithstanding anything in this Agreement
or any applicable Reconstitution Agreement related thereto to the contrary) of any compensation to the Company (and if the
Company is servicing any of the Mortgage Loans in a Securitization Transaction, appoint a successor servicer reasonably
acceptable to any Master Servicer for such Securitization Transaction); provided, however it is understood that the Company
shall retain any rights pursuant to which it may be entitled to receive reimbursement for unreimbursed Monthly Advances and
Servicing Advances made by the Company under this Agreement and/or any applicable Reconstitution Agreement. Notwithstanding
anything to the contrary set forth herein, to the extent that any provision of this Agreement and/or any applicable
Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the
Company as servicer, such provision shall be given effect.
(B) Any failure by the Company, any Subservicer or any Participating Entity to deliver any
information, report, certification or accountants’ letter required under Regulation AB when and as required under
Section 2(d) or 2(e), including any failure by the Company to identify a Participating Entity, which continues
unremedied for ten calendar days after the date on which such information, report, certification or accountants’
letter was required to be delivered shall constitute an Event of Default with respect to the Company under this
Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable,
in its sole discretion to terminate the rights and obligations of the Company as servicer under this Agreement
and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the
contrary) of any compensation to the Company; provided, however it is understood that the Company shall retain any
rights pursuant to which it may be entitled to receive reimbursement for unreimbursed Monthly Advances and Servicing
Advances made by the Company under this Agreement and/or any applicable Reconstitution Agreement. Notwithstanding
anything to the contrary set forth herein, to the extent that any provision of this Agreement and/or any applicable
Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination
of the Company as servicer, such provision shall be given effect.
(C) The Company shall promptly reimburse the Purchaser (or any affected designee of the Purchaser,
such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Purchaser
(or such designee) or such Depositor as such are incurred, in connection with the termination of the Company as
servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this
paragraph shall not limit whatever rights the Company, the Purchaser or any Depositor may have under other
provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at
law, such as an action for damages, specific performance or injunctive relief.
15
(iii) The Purchaser agrees to indemnify and hold harmless the Company, any Subservicer, any Participating Entity,
and, if applicable, any Third-Party Originator, each Person who controls any of such parties (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act), and the respective present and former directors, officers and
employees of each of the foregoing from and against any losses, damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or
based upon any untrue statement or alleged untrue statement of any material fact contained in any filing with the Commission
with respect to a Securitization Transaction or the omission or alleged omission to state in any filing with the Commission
with respect to a Securitization Transaction a material fact required to be stated or necessary to be stated in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to
the extent, but only to the extent, that such untrue statement, alleged untrue statement, omission, or alleged omission
relates to any filing with the Commission with respect to a Securitization Transaction other than the Company Information.
(iv) If the indemnification provided for herein is unavailable or insufficient to hold harmless the indemnified
party, then the indemnifying party agrees that it shall contribute to the amount paid or payable by such indemnified party
as a result of any claims, losses, damages or liabilities uncured by such indemnified party in such proportion as is
appropriate to reflect the relative fault of such indemnified party on the one hand and the indemnifying party on the other.
(v) This indemnification shall survive the termination of this Amendment Reg AB or the termination of any party
to this Amendment Reg AB.
3. Notwithstanding any other provision of this Amendment Reg AB, the Company shall seek the consent of the Purchaser for the
utilization of all Subservicers and Participating Entities, when required by and in accordance with the terms of the Existing
Agreement.
4. The Existing Agreement is hereby amended by adding the Exhibits attached hereto as Exhibit A and Exhibit B to the end
thereto. References in this Amendment Reg AB to “this Agreement” or words of similar import (including indirect references to the
Agreement) shall be deemed to be references to the Existing Agreement as amended by this Amendment Reg AB. Except as expressly
amended and modified by this Amendment Reg AB, the Agreement shall continue to be, and shall remain, in full force and effect in
accordance with its terms. In the event of a conflict between this Amendment Reg AB and any other document or agreement, including
without limitation the Existing Agreement, this Amendment Reg AB shall control.
16
5. All notification pursuant to Section 2(c)(iv) should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
With a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
All notification pursuant to Section 2(c)(iv)(4) should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
With copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
All notifications to any Master Servicer, to the extent such “Master Servicer” is Wells Fargo, should be sent to:
17
UPS/FedEx Delivery:
9062 Old Annapolis Road
Columbia, MD21045
Attention: Corporate Trust Group, [Insert Deal Name]
USPS Delivery:
P.O. Box 98
Columbia, MD21046
Attention: Corporate Trust Group, [Insert Deal Name]
6. This Amendment Reg AB shall be governed by and construed in accordance with the laws of the State of New York without
reference to its conflict of laws provisions (other than Section 5-1401 of the General Obligation Law), and the obligations, rights
and remedies of the parties hereunder shall be determined accordance with such laws.
7. This Amendment Reg AB may be executed in one or more counterparts and by different parties
hereto on separate counterparts, each of which, when so executed, shall constitute one and the same agreement. This Amendment Reg AB
will become effective as of the date first mentioned above. This Amendment Reg AB shall bind and inure to the benefit of and be
enforceable by the Company and the Purchaser and the respective permitted successors and assigns of the Company and the successors
and assigns of the Purchaser.
[Signature Page Follows]
18
Signature page to Amendment Reg AB
IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as
of the day and year first above written.
EMC MORTGAGE CORPORATION
Purchaser
By:________________________
Name:______________________
Title:_____________________
COUNTRYWIDE HOME LOANS, INC.
Company
By:__________________________________
Name:________________________________
Title:_______________________________
EXHIBIT A
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall address, at a minimum, the
applicable criteria identified below as “Applicable Servicing Criteria”:
------------------------------------------------------------------------------------------ ----------------------
Applicable Servicing
Servicing Criteria Criteria
------------------------------------------------------------------------------------------ ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
Reference Criteria
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
General Servicing Considerations
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance X
or other triggers and events of default in accordance with the
transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor the
third party’s performance and compliance with such servicing
activities.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the X
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
Cash Collection and Administration
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to X
an investor are made only by authorized personnel.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows X
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with X
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured X
depository institution as set forth in the transaction agreements.
For purposes of this criterion, “federally insured depository
institution” with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X
access.
-------------------- --------------------------------------------------------------------- ----------------------
A-1
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all X
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
Investor Remittances and Reporting
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the X
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors’ or the trustee’s records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance X
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
Disbursements made to an investor are posted within two business
days to the Servicer’s investor records, or such other number of X
1122(d)(3)(iii) days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank X
1122(d)(3)(iv) statements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
Pool Asset Administration
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required X
by the transaction agreements or related mortgage loan documents.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
Mortgage loan and related documents are safeguarded as required by X
1122(d)(4)(ii) the transaction agreements
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are X
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in X
accordance with the related mortgage loan documents are posted to
the Servicer’s obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(v) The Servicer’s records regarding the mortgage loans agree with the X
Servicer’s records with respect to an obligor’s unpaid principal
balance.
-------------------- --------------------------------------------------------------------- ----------------------
A-2
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's X
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the X
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity’s activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans X
with variable rates are computed based on the related mortgage loan
documents.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow X
accounts): (A) such funds are analyzed, in accordance with the
obligor’s mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance X
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be X
made on behalf of an obligor are paid from the servicer’s funds and
not charged to the obligor, unless the late payment was due to the
obligor’s error or omission.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor’s records maintained by the servicer,
or such other number of days specified in the transaction X
1122(d)(4)(xiii) agreements.
-------------------- --------------------------------------------------------------------- ----------------------
A-3
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are X
recognized and recorded in accordance with the transaction
agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date:__________________________________
By:____________________________________
Name:__________________________________
Title:_________________________________
A-4
EXHIBIT B
FORM OF ANNUAL CERTIFICATION
II. The [ ] agreement dated as of [ ], 200[ ] (the “Agreement”), among [IDENTIFY PARTIES]
I, ________________________________, the _______________________ of Countrywide Home Loans, Inc., certify to [the
Purchaser], [the Depositor], [Master Servicer], [Securities Administrator] or [Trustee], and its officers, with the knowledge and
intent that they will rely upon this certification, that:
(1) I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of
Regulation AB (the “Compliance Statement”), the report on assessment of the Company’s compliance with the servicing criteria
set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18
under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports, officer’s
certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were
delivered by the Company to the [Depositor] [Master Servicer] [Securities Administrator] or [Trustee] pursuant to the
Agreement (collectively, the “Company Servicing Information”);
(2) Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the
circumstances under which such statements were made, not misleading with respect to the period of time covered by the
Company Servicing Information;
(3) Based on my knowledge, all of the Company Servicing Information required to be provided by the Company
under the Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] or [Trustee];
(4) I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and
based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in
the Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations
under the Agreement; and
[Intentionally Left Blank]
(5) The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the
Servicing Assessment and Attestation Report required to be provided by the Company and by each Subservicer and Participating
Entity pursuant to the Agreement, have been provided to the [Depositor] [Master Servicer]. Any material instances of
noncompliance described in such reports have been disclosed to the [Depositor] [Master Servicer]. Any material instance of
noncompliance with the Servicing Criteria has been disclosed in such reports.
Date:____________________________________________________
By:______________________________________________________
Name:____________________________________________________
Title:___________________________________________________
2
EXHIBIT H-5
______________________________________________________________________________
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
Owner
and
EMC MORTGAGE CORPORATION
Servicer
SERVICING AGREEMENT
Dated as of April 1, 2006
_________________________________________________________________
EXHIBITS
Exhibit A Mortgage Loan Schedule
Exhibit B Custodial Account Letter Agreement
Exhibit C Escrow Account Letter Agreement
Exhibit D Form of Request for Release
Exhibit E Reporting Data for Monthly Report
Exhibit F Reporting Data for Defaulted Loans
Exhibit G Form of Owner Certification
Exhibit H Summary of Regulation AB Servicing Criteria
Exhibit I Summary of Applicable Regulation AB Requirements
Exhibit J Servicing Criteria to be Addressed in Assessment of Compliance
Exhibit K Reporting Data for Realized Losses and Gains
THIS IS A SERVICING AGREEMENT, dated as of April 1, 2006, and is executed between Structured
Asset Mortgage Investments II Inc. (the "Owner") and EMC Mortgage Corporation (the "Servicer").
W I T N E S S E T H :
WHEREAS, the Owner is the owner of the Mortgage Loans;
WHEREAS, the Owner and the Servicer wish to prescribe the permanent management, servicing and
control of the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other
good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Owner and
the Servicer agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise
requires, shall have the following meaning specified in this Article:
Accepted Servicing Practices: The procedures, including prudent collection and loan
administration procedures, and the standard of care (i) employed by prudent mortgage servicers which
service mortgage loans of the same type as the Mortgage Loans in the jurisdictions in which the related
Mortgage Properties are located or (ii) in accordance with the Fannie Mae Guide or Freddie Mac Guide,
subject to any variances negotiated with Fannie Mae or Freddie Mac and subject to the express provisions
of this Agreement. Such standard of care shall not be lower than that the Servicer customarily employs
and exercises in servicing and administering similar mortgage loans for its own account and shall be in
full compliance with all federal, state, and local laws, ordinances, rules and regulations.
Adjustment Date: As to each ARM Loan, the date on which the Mortgage Interest Rate is adjusted
in accordance with the terms of the related Mortgage Note.
Agreement: This Servicing Agreement including all exhibits hereto, amendments hereof and
supplements hereto.
ARM Loans: First lien, conventional, 1-4 family residential Mortgage Loans with interest rates
which adjust from time to time in accordance with the related Index and are subject to Periodic Rate
Caps and Lifetime Rate Caps and which may permit conversion to fixed interest rates.
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a legal holiday in the
States of Maryland, Minnesota, New York or the jurisdiction in which the Servicer conducts its servicing
activities, or (iii) a day on which banks in the States of Maryland, Minnesota, New York or the
jurisdiction in which the Servicer conducts its servicing activities are authorized or obligated by law
or executive order to be closed.
Code: The Internal Revenue Code of 1986, as it may be amended from time to time, or any
successor statute thereto, and applicable U.S. Department of the Treasury regulations issued pursuant
thereto.
Commission or SEC: The Securities and Exchange Commission.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether
permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation,
to the extent not required to be released to a Mortgagor in accordance with the terms of the related
Mortgage Loan Documents.
Custodial Account: One or more demand account or accounts created and maintained pursuant to
Section 4.04 which shall be entitled "EMC Custodial Account in trust for SAMI II, Owner of Whole Loan
Mortgages and various Mortgagors" established at a Qualified Depository, each of which accounts shall be
held by such Qualified Depository in a fiduciary capacity, separate and apart from its funds and
general assets.
Custodian: Wells Fargo Bank, National Association, or such other custodian as Owner shall
designate.
Cut-off Date: The open of business on April 1, 2006.
Delinquent: As defined in the related pooling and servicing agreement.
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any
Pass-Through Transfer.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day
immediately preceding such 15th day) of the month of the Remittance Date.
Due Date: Each day on which payments of principal and interest are required to be paid in
accordance with the terms of the related Mortgage Note, exclusive of any days of grace.
Due Period: With respect to each Remittance Date, the period commencing on the second day of
the month preceding the month of such Remittance Date and ending on the first day of the month of the
Remittance Date.
Escrow Account: The separate trust account or accounts created and maintained pursuant to
Section 4.06 which shall be entitled "EMC Escrow Account, in trust for SAMI II, Owner of Whole Loan
Mortgages and various Mortgagors" and shall be established at a Qualified Depository, each of which
accounts shall in no event contain funds in excess of the FDIC insurance limits.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents,
taxes, assessments, water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and
hazard insurance premiums, condominium charges, and any other payments required to be escrowed by the
Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Fannie Mae: Fannie Mae, or any successor thereto.
Fannie Mae Guide: The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all
amendments or additions thereto.
Fidelity Bond: A fidelity bond to be maintained by the Servicer pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended
from time to time.
Freddie Mac: Freddie Mac, or any successor thereto.
Freddie Mac Guide: The Freddie Mac Selling Guide and the Freddie Mac Servicing Guide and all
amendments or additions thereto.
Full Principal Prepayment: A Principal Prepayment made by a Mortgagor of the entire principal
balance of a Mortgage Loan.
GAAP: Generally accepted accounting procedures, consistently applied.
HUD: The United States Department of Housing and Urban Development or any successor.
Index: With respect to each ARM Loan, on the related Adjustment Date, the index used to
determine the Mortgage Interest Rate on each such ARM Loan.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies
insuring the Mortgage Loan or the related Mortgaged Property.
Lifetime Rate Cap: With respect to each ARM Loan, the maximum Mortgage Interest Rate over the
term of such Mortgage Loan, as specified in the related Mortgage Note.
Liquidation Proceeds: Amounts, other than Insurance Proceeds and Condemnation Proceeds,
received in connection with the liquidation of a defaulted Mortgage Loan, whether through the sale or
assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise, other than amounts
received following the acquisition of an REO Property pursuant to Section 4.13.
Margin: With respect to each ARM Loan, the fixed percentage amount set forth in each related
Mortgage Note which is added to the Index in order to determine the related Mortgage Interest Rate.
Master Servicer: Wells Fargo Bank, National Association, its successors in interest and
assigns, or any successor thereto designated by the Owner.
Monthly Advance: The aggregate of the advances made by the Servicer on any Remittance Date
pursuant to Section 5.03.
Monthly Payment: With respect to each Mortgage Loan, the scheduled monthly payment of
principal and interest thereon which is payable by the related Mortgagor under the related Mortgage Note.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which
creates a first lien on an unsubordinated estate in fee simple in real property securing the Mortgage
Note.
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan in
accordance with the provisions of the related Mortgage Note, and in the case of an ARM Loan, as adjusted
from time to time on each Adjustment Date for such Mortgage Loan to equal the Index for such Mortgage
Loan plus the Margin for such Mortgage Loan, and subject to the limitations on such interest rate
imposed by the Periodic Rate Cap and the Lifetime Rate Cap.
Mortgage Loan: An individual Mortgage Loan described herein and as further identified on the
Mortgage Loan Schedule, which Mortgage Loan includes without limitation the Mortgage Loan Documents, the
Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds and obligations arising
from or in connection with such Mortgage Loan.
Mortgage Loan Documents: The original mortgage loan legal documents held by the Custodian.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of
interest remitted to the Owner, which shall be equal to the related Mortgage Interest Rate minus the
Servicing Fee Rate.
Mortgage Loan Schedule: The schedule of Mortgage Loans attached hereto as Exhibit A, such
schedule being acceptable to the Owner and the Servicer.
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a
Mortgage.
Mortgaged Property: The underlying real property securing repayment of a Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any Mortgage Loan, Liquidation Proceeds net of unreimbursed
Servicing Advances, Servicing Fees and Monthly Advances and expenses incurred by the Servicer in
connection with the liquidation of the Mortgage Loan and the related Mortgaged Property.
Nonrecoverable Advance: Any advance previously made by the Servicer pursuant to Section 5.03
or any Servicing Advance proposed to be made by the Servicer in respect of a Mortgage Loan or REO
Property which, in the good faith judgment of the Servicer, may not be ultimately recoverable by the
Servicer from Liquidation Proceeds or Insurance Proceeds on such Mortgage Loan or REO Property as
provided herein. The determination by the Servicer that it has made a Nonrecoverable Advance, or that a
proposed advance may constitute a Nonrecoverable Advance, shall be evidenced by an Officer's Certificate
of the Servicer delivered to the Owner and detailing the reasons for such determination.
Officer's Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of
the Board, the President, a Senior Vice President or a Vice President or by the Treasurer or the
Secretary or one of the Assistant Treasurers or Assistant Secretaries of the Servicer, and delivered to
the Owner as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an employee of the party on
behalf of whom the opinion is being given, reasonably acceptable to the Owner.
Owner: Structured Asset Mortgage Investments II Inc. ("SAMI II"), its successors in interest
and assigns (including the Trustee in connection with a Pass-Through Transfer).
Partial Principal Prepayment: A Principal Prepayment by a Mortgagor of a partial principal
balance of a Mortgage Loan.
Pass-Through Transfer: Any transaction involving either (1) a sale or other transfer of some or
all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of
publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of
publicly offered or privately placed, rated or unrated securities, the payments on which are determined
primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or
in part, of some or all of the Mortgage Loans.
Periodic Rate Cap: With respect to each ARM Loan, the maximum increase or decrease in the
Mortgage Interest Rate on any Adjustment Date.
Permitted Investments: Any one or more of the following obligations or securities:
(i) direct obligations of, and obligations the timely payment of which are fully
guaranteed by the United States of America or any agency or instrumentality of the
United States of America the obligations of which are backed by the full faith and
credit of the United States of America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by
any depository institution or trust company incorporated under the laws of the United
States of America or any state thereof (including any Trustee or the Master Servicer)
and subject to supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or the short-term deposit rating
and/or the long-term unsecured debt obligations or deposits of such depository
institution or trust company at the time of such investment or contractual commitment
providing for such investment are rated in one of the two highest rating categories by
each Rating Agency and (b) any other demand or time deposit or certificate of deposit
that is fully insured by the Federal Deposit Insurance Corporation;
(iii) repurchase obligations with respect to (a) any security described in clause
(i) above or (b) any other security issued or guaranteed by an agency or
instrumentality of the United States of America, the obligations of which are backed by
the full faith and credit of the United States of America, in either case entered into
with a depository institution or trust company (acting as principal) described in
clause (ii)(a) above;
(iv) securities bearing interest or sold at a discount issued by any corporation
(including any Trustee or the Master Servicer) incorporated under the laws of the
United States of America or any state thereof that are rated in one of the two highest
rating categories by each Rating Agency at the time of such investment or contractual
commitment providing for such investment; provided, however, that securities issued by
any particular corporation will not be Permitted Investments to the extent that
investments therein will cause the then outstanding principal amount of securities
issued by such corporation and held as Permitted Investments to exceed 10% of the
aggregate outstanding principal balances and amounts of all the Permitted Investments;
(v) commercial paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more than
one year after the date of issuance thereof) which are rated in one of the two highest
rating categories by each Rating Agency at the time of such investment;
(vi) any other demand, money market or time deposit, obligation, security or
investment as may be acceptable to each Rating Agency; and
(vii) any money market funds the collateral of which consists of obligations fully
guaranteed by the United States of America or any agency or instrumentality of the
United States of America the obligations of which are backed by the full faith and
credit of the United States of America (which may include repurchase obligations
secured by collateral described in clause (i)) and other securities (including money
market or common trust funds for which any Trustee or the Master Servicer or any
affiliate thereof acts as a manager or an advisor) and which money market funds are
rated in one of the two highest rating categories by each Rating Agency;
provided, however, that no instrument or security shall be a Permitted Investment if such instrument or
security evidences a right to receive only interest payments with respect to the obligations underlying
such instrument or if such security provides for payment of both principal and interest with a yield to
maturity in excess of 120% of the yield to maturity at par.
Person: Any individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization or government or any agency or
political subdivision thereof.
Prepayment Charge: Any prepayment premium, penalty or charge payable by a Mortgagor in
connection with any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related
Mortgage Note.
Prepayment Interest Excess: With respect to any Remittance Date, for each Mortgage Loan that
was the subject of a Principal Prepayment in full or in part during the portion of the related
Prepayment Period occurring between the first day of the calendar month in which such Remittance Date
occurs and the Determination Date of the calendar month in which such Remittance Date occurs, an amount
equal to interest (to the extent received) at the applicable Mortgage Loan Remittance Rate on the amount
of such Principal Prepayment for the number of days commencing on the first day of the calendar month in
which such Remittance Date occurs and ending on the last date through which interest is collected from
the related Mortgagor.
Prepayment Interest Shortfall: With respect to any Remittance Date, for each such Mortgage Loan
that was the subject of a Principal Prepayment during the portion of the related Prepayment Period
occurring between the first day of the related Prepayment Period and the last day of the calendar month
preceding the month in which such Remittance Date occurs, an amount equal to interest (to be paid by the
Servicer out of its own funds without reimbursement therefor) at the applicable Mortgage Loan Remittance
Rate on the amount of such Principal Prepayment for the number of days commencing on the date on which
the prepayment is applied and ending on the last day of the calendar month preceding such Remittance
Date.
Prepayment Period: As to any Remittance Date, (a) in the case of Full Principal Prepayments,
the period commencing on the 16th day of the month prior to the month in which the related Remittance
Date occurs and ending on the 15th day of the month in which such Remittance Date occurs, and (b) in the
case of Partial Principal Prepayments or other recoveries, the preceding calendar month.
Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance, or any
replacement policy therefor obtained by the Servicer pursuant to Section 4.08.
Prime Rate: The prime rate of U.S. money center banks as published from time to time in The
Wall Street Journal.
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or
partial which is received in advance of its scheduled Due Date, including any Prepayment Charge and
which is not accompanied by an amount of interest representing scheduled interest due on any date or
dates in any month or months subsequent to the month of prepayment.
Qualified Appraiser: An appraiser, duly appointed by the Servicer, who had no interest,
direct or indirect in the Mortgaged Property or in any loan made on the security thereof, and whose
compensation is not affected by the approval or disapproval of the Mortgage Loan, which appraiser and
the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA and the
regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.
Qualified Depository: (a) The Custodian, (b) a depository, the accounts of which are insured
by the FDIC and the short term debt ratings and the long term deposit ratings of which are rated in one
of the two highest rating categories by either of Moody's Investors Service, Inc. or Fitch, Inc., or (c)
a depository, the short-term debt obligations, or other short-term deposits of which are rated at least
'A-2' and the long-term unsecured debt obligations of which are rated at least 'AA-' by Standard & Poor's
Ratings Service, a division of The McGraw Hill Companies Inc.
Qualified Insurer: An insurance company duly qualified as such under the laws of the states
in which the Mortgaged Properties are located, duly authorized and licensed in such states to transact
the applicable insurance business and to write the insurance provided, approved as an insurer by Fannie
Mae and Freddie Mac.
Rating Agency: Standard & Poor's Ratings Service, a division of The McGraw Hill Companies
Inc., and Moody's Investors Service, Inc.
Reconstitution Agreement: Any agreement involving any Pass-Through Transfer or Whole Loan
Transfer.
Regulation AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as amended from time to time, and subject to such clarification and interpretation
as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as
may be provided by the Commission or its staff from time to time.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the
Code.
REMIC Provisions: The provisions of the Federal income tax law relating to a REMIC, which
appear at Section 860A through 860G of the Code, and related provisions, and regulations, rulings or
pronouncements promulgated thereunder, as the foregoing may be in effect from time to time.
Remittance Date: The Remittance Date shall be the 20th day of any month, or if such 20th day
is not a Business Day, the first Business Day immediately preceding such 20th day.
REO Disposition: The final sale by the Servicer of any REO Property.
REO Disposition Proceeds: Amounts received by the Servicer in connection with a related REO
Disposition.
REO Property: A Mortgaged Property acquired by the Servicer on behalf of the Owner as
described in Section 4.13.
Sarbanes Certification: A certification required pursuant to The Sarbanes-Oxley Act of 2002 and
the rules and regulations of the Commission promulgated thereunder (including any interpretations or
amendments thereof by the Commission's staff).
Securities Act: The Securities Act of 1933, as amended.
Securities Administrator: The securities administrator with respect to any Pass-Through
Transfer.
Servicer: EMC Mortgage Corporation, or any of its successors in interest or any successor
under this Agreement appointed as herein provided.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and
expenses (including reasonable attorneys' fees and disbursements) incurred in the performance by the
Servicer of its servicing obligations relating to each Mortgage Loan, including, but not limited to, the
cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement,
administrative or judicial proceedings, or any legal work or advice specifically related to servicing
the Mortgage Loans, including but not limited to, foreclosures, bankruptcies, condemnations, drug
seizures, elections, foreclosures by subordinate or superior lienholders, and other legal actions
incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable and that
the Servicer specifies the Mortgage Loan(s) to which such expenses relate), (c) the management and
liquidation of the Mortgaged Property if the Mortgaged Property is acquired in full or partial
satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer rates and other charges which
are or may become a lien upon the Mortgaged Property, and Primary Mortgage Insurance Policy premiums and
fire and hazard insurance coverage and (e) compliance with the obligations under Section 4.08.
Servicing Criteria: As of any date of determination, the "servicing criteria" set forth in
Item 1122(d) of Regulation AB, or any amendments thereto, a summary of the requirements of which as of
the date hereof is attached hereto as Exhibit H for convenience of reference only. In the event of a
conflict or inconsistency between the terms of Exhibit H and the text of Item 1122(d) of Regulation AB,
the text of Item 1122(d) of Regulation AB shall control (or those Servicing Criteria otherwise mutually
agreed to by the Owner, the Servicer and any Person that will be responsible for signing any Sarbanes
Certification with respect to a Pass-Through Transfer in response to evolving interpretations of
Regulation AB and incorporated into a revised Exhibit H).
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual servicing fee the
Owner shall pay to the Servicer, which shall, for a period of one full month, be equal to one-twelfth of
the product of (a) the applicable Servicing Fee Rate and (b) the outstanding principal balance of the
Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same principal amount
and period respecting which any related interest payment on a Mortgage Loan is computed. The obligation
of the Owner to pay the Servicing Fee is limited to, and the Servicing Fee is payable from the interest
portion of such Monthly Payment collected by the Servicer or as otherwise provided under Section 4.05.
Servicing Fee Rate: The Servicing Fee Rate shall be a rate per annum equal to 0.375%.
Servicing File: The documents, records and other items pertaining to a particular Mortgage
Loan and any additional documents relating to such Mortgage Loan as are in, or as may from time to time
come into, the Servicer's possession.
Servicing Officer: Any officer of the Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name appears on a list of servicing officers
furnished by the Servicer to the Owner upon request, as such list may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the
principal balance of such Mortgage Loan after giving effect to payments of principal due and received or
for which a Monthly Advance has been made, minus (ii) all amounts previously distributed to the Owner
with respect to the Mortgage Loan representing Principal Prepayments.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the
overall servicing (as "servicing" is commonly understood by participants in the mortgage-backed
securities market) of Mortgage Loans but performs one or more discrete functions identified in Item
1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Servicer
or a Subservicer.
Subservicer: Any Person that services Mortgage Loans on behalf of the Servicer or any
Subservicer and is responsible for the performance (whether directly or through Subservicers or
Subcontractors) of a substantial portion of the material servicing functions required to be performed by
the Servicer under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB.
Trustee: The Person appointed as trustee in connection with any Pass-Through Transfer.
Whole Loan Transfer: The sale or transfer of some or all of the ownership interest in the
Mortgage Loans by the Owner to one or more third parties in whole loan or participation format, which
third party may be Fannie Mae or Freddie Mac.
ARTICLE II
SERVICING OF MORTGAGE LOANS; POSSESSION OF SERVICING FILES; BOOKS AND RECORDS; DELIVERY OF MORTGAGE LOAN
DOCUMENTS
Section 2.01. Servicing of Mortgage Loans.
The Servicer does hereby agree to service the Mortgage Loans in accordance with the terms of
this Agreement. The rights of the Owner to receive payments with respect to the Mortgage Loans shall be
as set forth in this Agreement.
Section 2.02. Maintenance of Servicing Files.
The Servicer shall maintain a Servicing File consisting of all documents necessary to service
the Mortgage Loans. The possession of each Servicing File by the Servicer is for the sole purpose of
servicing the Mortgage Loan, and such retention and possession by the Servicer is in a custodial
capacity only. The Servicer acknowledges that the ownership of each Mortgage Loan, including the Note,
the Mortgage, all other Mortgage Loan Documents and all rights, benefits, proceeds and obligations
arising therefrom or in connection therewith, has been vested in the Owner. All rights arising out of
the Mortgage Loans including, but not limited to, all funds received on or in connection with the
Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come
into the possession of the Servicer shall be received and held by the Servicer in trust for the
exclusive benefit of the Owner as the owner of the related Mortgage Loans. Any portion of the related
Servicing Files retained by the Servicer shall be appropriately identified in the Servicer's computer
system to clearly reflect the ownership of the related Mortgage Loans by the Owner. The Servicer shall
release its custody of the contents of the related Servicing Files only in accordance with written
instructions of the Owner, except when such release is required as incidental to the Servicer's
servicing of the Mortgage Loans, such written instructions shall not be required.
Section 2.03. Books and Records.
The Servicer shall be responsible for maintaining, and shall maintain, a complete set of books
and records for the Mortgage Loans which shall be appropriately identified in the Servicer's computer
system to clearly reflect the ownership of the Mortgage Loan by the Owner. In particular, the Servicer
shall maintain in its possession, available for inspection by the Owner, or its designee and shall
deliver to the Owner upon demand, evidence of compliance with all federal, state and local laws, rules
and regulations, and requirements of Fannie Mae or Freddie Mac, as applicable, including but not limited
to documentation as to the method used in determining the applicability of the provisions of the Flood
Disaster Protection Act of 1973, as amended, to the Mortgaged Property, documentation evidencing
insurance coverage and eligibility of any condominium project for approval by Fannie Mae and periodic
inspection reports as required by Section 4.13. To the extent that original documents are not required
for purposes of realization of Liquidation Proceeds or Insurance Proceeds, documents maintained by the
Servicer may be in the form of microfilm or microfiche or such other reliable means of recreating
original documents, including but not limited to, optical imagery techniques so long as the Servicer
complies with the requirements of the Fannie Mae Guide.
The Servicer shall maintain with respect to each Mortgage Loan and shall make available for
inspection by any Owner or its designee the related Servicing File (or copies thereof) during the time
the Owner retains ownership of a Mortgage Loan and thereafter in accordance with applicable laws and
regulations.
Section 2.04. Transfer of Mortgage Loans.
No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms
hereof. For the purposes of this Agreement, the Servicer shall be under no obligation to deal with any
person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such
Mortgage Loan has been delivered to the Servicer in accordance with this Section 2.04. The Owner may,
subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans in
accordance with Sections 10.02 and 11.12, provided, however, that the transferee will not be deemed to
be an Owner hereunder binding upon the Servicer unless such transferee shall agree in writing to be
bound by the terms of this Agreement and an assignment and assumption of this Agreement reasonably
acceptable to the Servicer. The Owner shall advise the Servicer in writing of the transfer. Upon
receipt of notice of the permitted transfer, the Servicer shall mark its books and records to reflect
the ownership of the Mortgage Loans of such assignee, and shall release the previous Owner from its
obligations hereunder with respect to the Mortgage Loans sold or transferred.
Section 2.05. Delivery of Mortgage Loan Documents.
The Servicer shall forward to the Custodian on behalf of the Owner original documents
evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in
accordance with Section 4.01 or 6.01 within 4 week(s) of their execution; provided, however, that the
Servicer shall provide the Custodian on behalf of the Owner with a certified true copy of any such
document submitted for recordation within 4 week(s) after its execution, and shall provide the original
of any document submitted for recordation or a copy of such document certified by the appropriate public
recording office to be a true and complete copy of the original within 180 days of its execution. If
delivery is not completed within 180 days solely due to delays in making such delivery by reason of the
fact that such documents shall not have been returned by the appropriate recording office, the Servicer
shall continue to use its best efforts to effect delivery as soon as possible thereafter.
From time to time the Servicer may have a need for Mortgage Loan Documents to be released by
the Custodian. If the Servicer shall require any of the Mortgage Loan Documents, the Servicer shall
notify the Custodian in writing of such request in the form of the request for release attached hereto
as Exhibit D. The Custodian shall deliver to the Servicer within five (5) Business Days, any requested
Mortgage Loan Document previously delivered to the Custodian, provided that such documentation is
promptly returned to the Custodian when the Servicer no longer requires possession of the document, and
provided that during the time that any such documentation is held by the Servicer, such possession is in
trust for the benefit of the Owner.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SERVICER
The Servicer represents, warrants and covenants to the Owner that as of the date hereof or as
of such date specifically provided herein:
(a) The Servicer is a validly existing corporation in good standing under the laws of the
State of its organization and is qualified to transact business in, is in good standing under the laws
of, and possesses all licenses necessary for the conduct of its business in, each state in which any
Mortgaged Property is located or is otherwise exempt or not required under applicable law to effect such
qualification or license and no demand for such qualification or license has been made upon the Servicer
by any such state, and in any event the Servicer is in compliance with the laws of each such State to
the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the
Mortgage Loans in accordance with the terms of this Agreement;
(b) The Servicer has full power and authority to execute, deliver and perform, and to enter
into and consummate all transactions contemplated by this Agreement and to conduct its business as
presently conducted, has duly authorized the execution, delivery and performance of this Agreement, has
duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding
obligation of the Servicer, enforceable against it in accordance with its terms subject to bankruptcy
laws and other similar laws of general application affecting rights of creditors and subject to the
application of the rules of equity, including those respecting the availability of specific performance;
(c) None of the execution and delivery of this Agreement, the consummation of the transactions
contemplated thereby and hereby, or the fulfillment of or compliance with the terms and conditions of
this Agreement will conflict with any of the terms, conditions or provisions of the Servicer's articles
of incorporation or by-laws or materially conflict with or result in a breach of any of the terms,
conditions or provisions of any legal restriction or any agreement or instrument to which the Servicer
is now a party or by which it is bound, or constitute a default or result in an acceleration under any
of the foregoing, or result in the material violation of any law, rule, regulation, order, judgment or
decree to which the Servicer or its property is subject;
(d) There is no litigation pending or, to the Servicer's knowledge, threatened with respect to
the Servicer which is reasonably likely to have a material adverse effect on the execution, delivery or
enforceability of this Agreement, or which is reasonably likely to have a material adverse effect on the
financial condition of the Servicer;
(e) No consent, approval, authorization or order of any court or governmental agency or body
is required for the execution, delivery and performance by the Servicer of or compliance by the Servicer
with this Agreement or the consummation of the transactions contemplated by this Agreement except for
consents, approvals, authorizations and orders which have been obtained;
(f) The Servicer is an approved seller/servicer of residential mortgage loans for Fannie Mae
and Freddie Mac. The Servicer is in good standing to service mortgage loans for Fannie Mae and Freddie
Mac and no event has occurred which would make the Servicer unable to comply with eligibility
requirements or which would require notification to either Fannie Mae or Freddie Mac;
(g) As of the date of each Pass-Through Transfer, and except as has been otherwise disclosed
to the Owner, the Master Servicer and any Depositor, or disclosed in any public filing: (1) no default
or servicing related performance trigger has occurred as to any other Pass-Through Transfer due to any
act or failure to act of the Servicer; (2) no material noncompliance with applicable servicing criteria
as to any other Pass-Through Transfer has occurred, been disclosed or reported by the Servicer; (3) the
Servicer has not been terminated as servicer in a residential mortgage loan Pass-Through Transfer,
either due to a servicing default or to application of a servicing performance test or trigger; (4) no
material changes to the Servicer's servicing policies and procedures for similar loans have occurred in
the preceding three years; (5) there are no aspects of the Servicer's financial condition that could
have a material adverse impact on the performance by the Servicer of its obligations hereunder; (6)
there are no legal proceedings pending, or known to be contemplated by governmental authorities, against
the Servicer that could be material to investors in the securities issued in such Pass-Through Transfer;
and (7) there are no affiliations, relationships or transactions relating to the Servicer of a type that
are described under Item 1119 of Regulation AB;
(h) If so requested by the Owner, the Master Servicer or any Depositor on any date, the
Servicer shall, within five Business Days following such request, confirm in writing the accuracy of the
representations and warranties set forth in clause (g) of this Article or, if any such representation
and warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of
the pertinent facts, in writing, to the requesting party;
(i) Notwithstanding anything to the contrary in the Agreement, the Servicer shall (or shall
cause each Subservicer) (i) immediately notify the Owner, the Master Servicer and any Depositor in
writing of (A) any material litigation or governmental proceedings pending against the Servicer or any
Subservicer, (B) any affiliations or relationships that develop following the closing date of a
Pass-Through Transfer between the Servicer or any Subservicer and any of the parties specified in clause
(7) of paragraph (g) of this Article (and any other parties identified in writing by the requesting
party) with respect to such Pass-Through Transfer, (C) any Event of Default under the terms of this
Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all
of the assets of the Company, and (E) the Company's entry into an agreement with a Subservicer to
perform or assist in the performance of any of the Company's obligations under this Agreement or any
Reconstitution Agreement and (ii) provide to the Owner and any Depositor a description of such
proceedings, affiliations or relationships;
(j) As a condition to the succession to the Servicer or any Subservicer as servicer or
subservicer under this Agreement or any Reconstitution Agreement by any Person (i) into which the
Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a
successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner, the Master
Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or
appointment, (x) written notice to the Owner, the Master Servicer and any Depositor of such succession
or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner, the
Master Servicer and such Depositor, all information reasonably requested by the Owner, the Master
Servicer or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K
with respect to any class of asset-backed securities; and
(k) Servicer has delivered to the Owner and the Master Servicer financial statements of
its parent, for its last two complete fiscal years. All such financial information fairly presents the
pertinent results of operations and financial position for the period identified and has been prepared
in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the
notes thereto. There has been no change in the servicing policies and procedures, business, operations,
financial condition, properties or assets of the Servicer since the date of the Servicer's financial
information that would have a material adverse effect on its ability to perform its obligations under
this Agreement.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01. Servicer to Act as Servicer.
The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans
in accordance with this Agreement and with Accepted Servicing Practices (giving due consideration to the
Owner's reliance on the Servicer), and shall have full power and authority, acting alone, to do or cause
to be done any and all things in connection with such servicing and administration which the Servicer
may deem necessary or desirable and consistent with the terms of this Agreement and with Accepted
Servicing Practices and shall exercise the same care that it customarily employs for its own account.
In addition, the Servicer shall furnish information regarding the borrower credit files related to such
Mortgage Loan to credit reporting agencies in compliance with the provisions of the Fair Credit
Reporting Act and the applicable implementing regulations. Except as set forth in this Agreement, the
Servicer shall service the Mortgage Loans in accordance with Accepted Servicing Practices in compliance
with the servicing provisions of the Fannie Mae Guide, which include, but are not limited to, provisions
regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of
taxes, insurance and other charges, the maintenance of hazard insurance with a Qualified Insurer, the
maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration of
Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, and title
insurance, management of REO Property, permitted withdrawals with respect to REO Property, liquidation
reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged
Property, the release of Mortgage Loan Documents, annual statements, and examination of records and
facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing
provisions of this Agreement and any of the servicing provisions of the Fannie Mae Guide, the provisions
of this Agreement shall control and be binding upon the Owner and the Servicer. The Owner may, at its
option, deliver powers-of-attorney to the Servicer sufficient to allow the Servicer as servicer to
execute all documentation requiring execution on behalf of Owner with respect to the servicing of the
Mortgage Loans, including satisfactions, partial releases, modifications and foreclosure documentation
or, in the alternative, shall as promptly as reasonably possible, execute and return such documentation
to the Servicer.
Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of
any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to
any Mortgagor if in the Servicer's reasonable and prudent determination such waiver, modification,
postponement or indulgence is not materially adverse to the Owner, provided, however, that with respect
to any Mortgage Loan that is not in default or if default is not reasonably forseeable, unless the
Servicer has provided to the Owner a certification addressed to the Owner, based on the advice of
counsel or certified public accountants that have a national reputation with respect to taxation of
REMICs that a modification of such Mortgage Loan will not result in the imposition of taxes on or
disqualify from REMIC status any of the REMICs and has obtained the prior written consent of the Owner,
the Servicer shall not permit any modification with respect to any Mortgage Loan that would change the
Mortgage Interest Rate, forgive the payment of principal or interest, reduce or increase the outstanding
principal balance (except for actual payments of principal), change the final maturity date on such
Mortgage Loan or waive a prepayment penalty or charge. In the event of any such modification which has
been agreed to in writing by the Owner and which permits the deferral of interest or principal payments
on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the related
Remittance Date in any month in which any such principal or interest payment has been deferred, deposit
in the Custodial Account from its own funds, in accordance with Section 4.04 and Section 5.03, the
difference between (a) such month's principal and one month's interest at the related Mortgage Loan
Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the
Mortgagor. The Servicer shall be entitled to reimbursement for such advances to the same extent as for
all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the
Servicer shall continue, and is hereby authorized and empowered, to prepare, execute and deliver, all
instruments of satisfaction or cancellation, or of partial or full release, discharge and all other
comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties.
The Servicer shall perform all of its servicing responsibilities hereunder or may cause a
subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of
a subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer
shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such
acts and omissions were those of the Servicer. Any such subservicer must be a Fannie Mae approved
seller/servicer or a Freddie Mac seller/servicer in good standing and no event shall have occurred,
including but not limited to, a change in insurance coverage, which would make it unable to comply with
the eligibility requirements for lenders imposed by Fannie Mae or for seller/servicers by Freddie Mac,
or which would require notification to Fannie Mae or Freddie Mac. The Servicer shall pay all fees and
expenses of each subservicer from its own funds, and a subservicer's fee shall not exceed the Servicing
Fee.
At the cost and expense of the Servicer, without any right of reimbursement from the Custodial
Account, the Servicer shall be entitled to terminate the rights and responsibilities of a subservicer
and arrange for any servicing responsibilities to be performed by a successor subservicer meeting the
requirements in the preceding paragraph, provided, however, that nothing contained herein shall be
deemed to prevent or prohibit the Servicer, at the Servicer's option, from electing to service the
related Mortgage Loans itself. In the event that the Servicer's responsibilities and duties under this
Agreement are terminated pursuant to Section 8.04, 9.01 or 10.01, and if requested to do so by the
Owner, the Servicer shall at its own cost and expense terminate the rights and responsibilities of each
subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees,
expenses or penalties necessary in order to terminate the rights and responsibilities of each
subservicer from the Servicer's own funds without reimbursement from the Owner.
Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements
between the Servicer and a subservicer or any reference herein to actions taken through a subservicer or
otherwise, the Servicer shall not be relieved of its obligations to the Owner and shall be obligated to
the same extent and under the same terms and conditions as if it alone were servicing and administering
the Mortgage Loans. The Servicer shall be entitled to enter into an agreement with a subservicer for
indemnification of the Servicer by the subservicer and nothing contained in this Agreement shall be
deemed to limit or modify such indemnification.
Any subservicing agreement and any other transactions or services relating to the Mortgage
Loans involving a subservicer shall be deemed to be between such subservicer and Servicer alone, and the
Owner shall have no obligations, duties or liabilities with respect to such Subservicer including no
obligation, duty or liability of Owner to pay such subservicer's fees and expenses. For purposes of
distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to
have received a payment on a Mortgage Loan when a subservicer has received such payment.
Section 4.02. Collection of Mortgage Loan Payments.
Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to
this Agreement, the Servicer will proceed with diligence to collect all payments due under each Mortgage
Loan when the same shall become due and payable and shall, to the extent such procedures shall be
consistent with this Agreement and the terms and provisions of related Primary Mortgage Insurance
Policy, follow such collection procedures as it follows with respect to mortgage loans comparable to the
Mortgage Loans and held for its own account. Further, the Servicer will take reasonable care in
ascertaining and estimating annual ground rents, taxes, assessments, water rates, fire and hazard
insurance premiums, mortgage insurance premiums, and all other charges that, as provided in the
Mortgage, will become due and payable to the end that the installments payable by the Mortgagors will be
sufficient to pay such charges as and when they become due and payable.
The Servicer shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall
have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to
creditors' rights generally, (ii) the enforcement thereof is illegal, or any local, state or federal
agency has threatened legal action if the prepayment penalty is enforced, (iii) the mortgage debt has
been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is
standard and customary in servicing similar Mortgage Loans and relates to a default or a reasonably
foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of total
proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan. If a
Prepayment Charge is waived, but does not meet the standards described above, then the Servicer is
required to pay the amount of such waived Prepayment Charge by remitting such amount to the Owner by the
Remittance Date.
With respect to Mortgage Loans affected by Hurricane Katrina, if the Mortgaged Property is
located in public and individual assistance counties as designated by FEMA (as set forth on its websitewww.fema.gov), the Servicer may cease charging of late fees and credit reporting activity for all
Mortgagors in certain counties until May 1, 2006, and if reasonably prudent, may extend such period as
long as necessary. In addition, the Servicer may suspend all foreclosure and bankruptcy activity
relating to such certain Mortgage Loans until May 1, 2006, and if reasonably prudent, may extend such
period as long as necessary.
Section 4.03. Realization Upon Defaulted Mortgage Loans.
The Servicer shall use its reasonable efforts, consistent with the procedures that the Servicer
would use in servicing loans for its own account and the requirements of the Fannie Mae Guide, to
foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage
Loans as come into and continue in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments pursuant to Section 4.01. In determining the delinquency status of any
Mortgage Loan, the Servicer will apply the definition of Delinquent as such term is defined under the
related pooling and servicing agreement. The Servicer shall use its reasonable efforts to realize upon
defaulted Mortgage Loans in such manner as will maximize the receipt of principal and interest by the
Owner, taking into account, among other things, the timing of foreclosure proceedings. The foregoing is
subject to the provisions that, in any case in which Mortgaged Property shall have suffered damage, the
Servicer shall not be required to expend its own funds toward the restoration of such property unless it
shall determine in its discretion (i) that such restoration will increase the proceeds of liquidation of
the related Mortgage Loan to the Owner after reimbursement to itself for such expenses, and (ii) that
such expenses will be recoverable by the Servicer through Insurance Proceeds or Liquidation Proceeds
from the related Mortgaged Property, as contemplated in Section 4.05. The Servicer shall be responsible
for all costs and expenses incurred by it in any such proceedings or functions as Servicing Advances;
provided, however, that it shall be entitled to reimbursement therefor as provided in Section 4.05.
Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or
acceptance of a deed in lieu of foreclosure, in the event the Servicer has reasonable cause to believe
that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Owner
otherwise requests an environmental inspection or review of such Mortgaged Property, such an inspection
or review is to be conducted by a qualified inspector. Upon completion of the inspection, the Servicer
shall promptly provide the Owner with a written report of the environmental inspection. After reviewing
the environmental inspection report, the Owner shall determine how the Servicer shall proceed with
respect to the Mortgaged Property.
Section 4.04. Establishment of Custodial Accounts; Deposits in Custodial Accounts.
The Servicer shall segregate and hold all funds collected and received pursuant to each
Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and
maintain one or more Custodial Accounts. Each Custodial Account shall be established with a Qualified
Depository. To the extent such funds are not deposited in a Custodial Account, such funds may be
invested in Permitted Investments for the benefit of the Owner (with any income earned thereon for the
benefit of the Servicer). Custodial Accounts will be reconciled within 45 days. Funds deposited in the
Custodial Account may be drawn on by the Servicer in accordance with Section 4.05. The creation of any
Custodial Account shall be evidenced by a letter agreement in the form shown in Exhibit B hereto. The
original of such letter agreement shall be furnished to the Owner upon request. The Servicer
acknowledges and agrees that the Servicer shall bear any losses incurred with respect to Permitted
Investments. The amount of any such losses shall be immediately deposited by the Servicer in the
Custodial Account, out of the Servicer's own funds, with no right to reimbursement therefor.
The Servicer shall deposit in a mortgage clearing account on a daily basis, and in the
Custodial Account or Accounts no later than 48 hours after receipt and identification of funds and
retain therein the following payments and collections:
(i) all payments on account of principal, including Principal Prepayments and
penalties, on the Mortgage Loans received after the Cut-off Date;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the
related Mortgage Loan Remittance Rate received after the Cut-off Date;
(iii) all Net Liquidation Proceeds received after the Cut-off Date;
(iv) any net amounts received by the Servicer after the Cut-off Date in connection
with any REO Property pursuant to Section 4.13;
(v) all Insurance Proceeds received after the Cut-off Date including amounts
required to be deposited pursuant to Sections 4.08 and 4.10, other than proceeds to be held in
the Escrow Account and applied to the restoration or repair of the Mortgaged Property or
released to the Mortgagor in accordance with the Servicer's normal servicing procedures, the
loan documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property received after the
Cut-off Date other than proceeds to be held in the Escrow Account and applied to the
restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with
the Servicer's normal servicing procedures, the loan documents or applicable law;
(vii) any Monthly Advances as provided in Section 5.03;
(viii) any amounts received after the Cut-off Date and required to be deposited in
the Custodial Account pursuant to Section 6.02; and
(ix) with respect to each full or partial Principal Prepayment received after the
Cut-off Date, any Prepayment Interest Shortfalls, to the extent of the Servicer's aggregate
Servicing Fee received with respect to the related Due Period.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being
understood and agreed that, without limiting the generality of the foregoing, payments in the nature of
late payment charges and assumption fees, to the extent permitted by Section 6.01, and all Prepayment
Interest Excess need not be deposited by the Servicer in the Custodial Account.
Section 4.05. Permitted Withdrawals From the Custodial Account.
The Servicer may, from time to time, make withdrawals from the Custodial Account for the
following purposes:
(i) to make payments to the Owner in the amounts and in the manner provided for in Section
5.01;
(ii) to reimburse itself for Monthly Advances, the Servicer's right to reimburse itself
pursuant to this subclause (ii) being limited to amounts received on the related Mortgage Loan which
represent late collections (net of the related Servicing Fees) of principal and/or interest respecting
which any such advance was made;
(iii) to reimburse itself for unreimbursed Servicing Advances and Monthly Advances, the
Servicer's right to reimburse itself pursuant to this subclause (iii) with respect to any Mortgage Loan
being limited to Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds received after the
Cut-off Date related to such Mortgage Loan;
(iv) to pay to itself as servicing compensation (a) any interest earned on funds in the
Custodial Account (all such interest to be withdrawn monthly not later than each Remittance Date) and
(b) the Servicing Fee from that portion of any payment recovery attributable to interest on a particular
Mortgage Loan;
(v) to reimburse itself for any Nonrecoverable Advances;
(vi) to transfer funds to another Qualified Depository in accordance with Section 4.09
hereof;
(vii) to reimburse itself as provided in Section 8.03 hereof;
(viii) to remove funds inadvertently placed in the Custodial Account in error by the
Servicer; and
(ix) to clear and terminate the Custodial Account upon the termination of this Agreement.
Section 4.06. Establishment of Escrow Accounts; Deposits in Escrow Accounts.
The Servicer shall segregate and hold all funds collected and received pursuant to each
Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general
assets and shall establish and maintain one or more Escrow Accounts. Each Escrow Account shall be
established with a Qualified Depository. To the extent such funds are not deposited in an Escrow
Account, such funds may be invested in Permitted Investments. Funds deposited in an Escrow Account may
be drawn on by the Servicer in accordance with Section 4.07. The creation of any Escrow Account shall be
evidenced by a letter agreement in the form shown in Exhibit C. The original of such letter agreement
shall be furnished to the Owner upon request. The Servicer acknowledges and agrees that the Servicer
shall bear any losses incurred with respect to Permitted Investments. The amount of any such losses
shall be immediately deposited by the Servicer in the Escrow Account, as appropriate, out of the
Servicer's own funds, with no right to reimbursement therefor.
The Servicer shall deposit in a mortgage clearing account on a daily basis, and in the Escrow
Account or Accounts no later than 48 hours after receipt of funds and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of
effecting timely payment of any items as are required under the terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any
Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover
escrow disbursements.
The Servicer shall make withdrawals from an Escrow Account only to effect such payments as are
required under this Agreement, and for such other purposes as shall be as set forth in and in accordance
with Section 4.07. Except as provided in Section 4.07, the Servicer shall be entitled to retain any
interest paid on funds deposited in an Escrow Account by the Qualified Depository.
Section 4.07. Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by the Servicer only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, fire and
hazard insurance premiums, Primary Mortgage Insurance Policy premiums, if applicable, and comparable
items;
(ii) to reimburse Servicer for any Servicing Advance made by Servicer with respect to a
related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late
payments or collections of Escrow Payments thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be overages;
(iv) for transfer to the Custodial Account in connection with an acquisition of REO
Property;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Servicer, or to the Mortgagor to the extent required by law, any
interest paid on the funds deposited in the Escrow Account;
(vii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance
with Section 4.06;
(viii) to remove funds inadvertently placed in an Escrow Account in error by the Servicer; and
(ix) to clear and terminate the Escrow Account on the termination of this Agreement.
As part of its servicing duties, the Servicer shall pay to the Mortgagors interest on funds in
an Escrow Account, to the extent required by law, and to the extent that interest earned on funds in the
Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement
therefor.
Section 4.08. Payment of Taxes, Insurance and Other Charges, Maintenance of Primary Mortgage
Insurance Policies, Collections Thereunder.
With respect to each Mortgage Loan, the Servicer shall maintain accurate records reflecting the
status of ground rents, taxes, assessments, water rates and other charges which are or may become a lien
upon the Mortgaged Property and the status of Primary Mortgage Insurance Policy premiums and fire and
hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such
charges, including renewal premiums and shall effect payment thereof prior to the applicable penalty or
termination date and at a time appropriate for securing maximum discounts allowable, employing for such
purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated
by the Servicer in amounts sufficient for such purposes, as allowed under the terms of the Mortgage or
applicable law. To the extent that the Mortgage does not provide for Escrow Payments, the Servicer
shall determine that any such payments are made by the Mortgagor when due. The Servicer assumes full
responsibility for the timely payment of all such bills and shall effect timely payments of all such
bills irrespective of the Mortgagor's faithful performance in the payment of same or the making of the
Escrow Payments and shall make advances from its own funds to effect such payments.
The Servicer will maintain in full force and effect Primary Mortgage Insurance Policies issued
by a Qualified Insurer with respect to each Mortgage Loan for which such coverage is herein required.
Such coverage will be maintained until the ratio of the current outstanding principal balance of the
related Mortgage Loan to the appraised value of the related Mortgaged Property, based on the most recent
appraisal of the Mortgaged Property performed by a Qualified Appraiser, such appraisal to be included in
the Servicing File, is reduced to an amount for which Fannie Mae no longer requires such insurance to be
maintained. The Servicer will not cancel or refuse to renew any Primary Mortgage Insurance Policy that
is required to be kept in force under this Agreement unless a replacement Primary Mortgage Insurance
Policy for such canceled or nonrenewed policy is obtained from and maintained with a Qualified Insurer.
The Servicer shall not take any action which would result in noncoverage under any applicable Primary
Mortgage Insurance Policy of any loss which, but for the actions of the Servicer would have been covered
thereunder. In connection with any assumption or substitution agreement entered into or to be entered
into pursuant to Section 6.01, the Servicer shall promptly notify the insurer under the related Primary
Mortgage Insurance Policy, if any, of such assumption or substitution of liability in accordance with
the terms of such policy and shall take all actions which may be required by such insurer as a condition
to the continuation of coverage under the Primary Mortgage Insurance Policy. If such Primary Mortgage
Insurance Policy is terminated as a result of such assumption or substitution of liability, the Servicer
shall obtain a replacement Primary Mortgage Insurance Policy as provided above.
In connection with its activities as servicer, the Servicer agrees to prepare and present, on
behalf of itself and the Owner, claims to the insurer under any Private Mortgage Insurance Policy in a
timely fashion in accordance with the terms of such Primary Mortgage Insurance Policy and, in this
regard, to take such action as shall be necessary to permit recovery under any Primary Mortgage
Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected
by the Servicer under any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05.
Section 4.09. Transfer of Accounts.
The Servicer may transfer the Custodial Account or the Escrow Account to a different Qualified
Depository from time to time. The Servicer shall notify the Owner of any such transfer within 15
Business Days of transfer. If any one of the investment ratings of a Qualified Depository holding funds
or Eligible Investments in the Custodial Account or Escrow Account is downgraded by the issuing rating
agency, the Servicer shall, within three (3) Business Days of receipt of notice of the downgrading,
transfer all such accounts, funds and Permitted Investments to a different Qualified Depository in
accordance with this Agreement.
Section 4.10. Maintenance of Hazard Insurance.
The Servicer shall cause to be maintained for each Mortgage Loan fire and hazard insurance with
extended coverage as is customary in the area where the Mortgaged Property is located in an amount which
is equal to the lesser of (i) the maximum insurable value of the improvements securing such Mortgage
Loan or (ii) the greater of (a) the outstanding principal balance of the Mortgage Loan, and (b) the
percentage such that the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the
Mortgagee from becoming a co-insurer. If the Mortgaged Property is in an area identified in the Federal
Register by the Federal Emergency Management Agency as being a special flood hazard area that has
federally-mandated flood insurance requirements, the Servicer will cause to be maintained a flood
insurance policy meeting the requirements of the current guidelines of the Federal Insurance
Administration with a generally acceptable insurance carrier, in an amount representing coverage not
less than the least of (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum
insurable value of the improvements securing such Mortgage Loan or (iii) the maximum amount of insurance
which is available under the Flood Disaster Protection Act of 1973, as amended. The Servicer shall also
maintain on the REO Property, fire and hazard insurance with extended coverage in an amount which is at
least equal to the maximum insurable value of the improvements which are a part of such property,
liability insurance and, to the extent required and available under the Flood Disaster Protection Act of
1973, as amended, flood insurance in an amount as provided above. Any amounts collected by the Servicer
under any such policies other than amounts to be deposited in the Escrow Account and applied to the
restoration or repair of the Mortgaged Property or REO Property, or released to the Mortgagor in
accordance with the Servicer's normal servicing procedures, shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05. It is understood and agreed that no other additional
insurance need be required by the Servicer or the Mortgagor or maintained on property acquired in
respect of the Mortgage Loans, other than pursuant to the Fannie Mae Guide or such applicable state or
federal laws and regulations as shall at any time be in force and as shall require such additional
insurance. All such policies shall be endorsed with standard mortgagee clauses with loss payable to the
Servicer and its successors and/or assigns and shall provide for at least thirty days prior written
notice of any cancellation, reduction in the amount or material change in coverage to the Servicer. The
Servicer shall not interfere with the Mortgagor's freedom of choice in selecting either his insurance
carrier or agent, provided, however, that the Servicer shall not accept any such insurance policies from
insurance companies unless such companies currently reflect a General Policy Rating in Best's Key Rating
Guide currently acceptable to Fannie Mae and are licensed to do business in the state wherein the
property subject to the policy is located.
Section 4.11 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Servicer shall obtain and maintain a mortgage impairment or blanket
policy issued by an issuer that has a Best rating of A:VI insuring against hazard losses on all of
Mortgaged Properties securing the Mortgage Loans, then, to the extent such policy provides coverage in
an amount equal to the amount required pursuant to Section 4.10 and otherwise complies with all other
requirements of Section 4.10, the Servicer shall conclusively be deemed to have satisfied its
obligations as set forth in Section 4.10, it being understood and agreed that such policy may contain a
deductible clause, in which case the Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy complying with Section 4.10, and
there shall have been one or more losses which would have been covered by such policy, deposit in the
Custodial Account the amount not otherwise payable under the blanket policy because of such deductible
clause. In connection with its activities as Servicer of the Mortgage Loans, the Servicer agrees to
prepare and present, on behalf of the Owner, claims under any such blanket policy in a timely fashion in
accordance with the terms of such policy. Upon request of the Owner, the Servicer shall cause to be
delivered to the Owner a certified true copy of such policy and a statement from the insurer thereunder
that such policy shall in no event be terminated or materially modified without thirty (30) days prior
written notice to the Owner.
Section 4.12. Fidelity Bond, Errors and Omissions Insurance.
The Servicer shall maintain, at its own expense, a blanket fidelity bond and an errors and
omissions insurance policy, with broad coverage with responsible companies that would meet the
requirements of Fannie Mae or Freddie Mac on all officers, employees or other persons acting in any
capacity with regard to the Mortgage Loans and who handle funds, money, documents and papers relating to
the Mortgage Loans. The Fidelity Bond and errors and omissions insurance shall be in the form of the
Mortgage Banker's Blanket Bond and shall protect and insure the Servicer against losses, including
forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such persons. Such
Fidelity Bond and errors and omissions insurance shall also protect and insure the Servicer against
losses in connection with the failure to maintain any insurance policies required pursuant to this
Agreement and the release or satisfaction of a Mortgage Loan without having obtained payment in full of
the indebtedness secured thereby. No provision of this Section 4.12 requiring the Fidelity Bond and
errors and omissions insurance shall diminish or relieve the Servicer from its duties and obligations as
set forth in this Agreement. The minimum coverage under any such Fidelity Bond and insurance policy
shall be at least equal to the corresponding amounts required by Fannie Mae in the Fannie Mae Guide or
by Freddie Mac in the Freddie Mac Guide. The Servicer shall, upon request of Owner, deliver to the
Owner a certificate from the surety and the insurer as to the existence of the Fidelity Bond and errors
and omissions insurance policy and shall obtain a statement from the surety and the insurer that such
Fidelity Bond or insurance policy shall in no event be terminated or materially modified without thirty
days prior written notice to the Owner. The Servicer shall notify the Owner within five Business Days
of receipt of notice that such Fidelity Bond or insurance policy will be, or has been, materially
modified or terminated. The Owner and its successors or assigns as their interests may appear must be
named as loss payees on the Fidelity Bond and as additional insured on the errors and omissions policy.
Section 4.13. Title, Management and Disposition of REO Property.
In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu
of foreclosure, the deed or certificate of sale shall be taken in the name of the Owner or its
designee. Any such Person or Persons holding such title other than the Owner shall acknowledge in
writing that such title is being held as nominee for the benefit of the Owner.
The Servicer shall assume the responsibility for marketing each REO Property in accordance with
Accepted Servicing Practices. Thereafter, the Servicer shall continue to provide certain administrative
services to the Owner relating to such REO Property as set forth in this Section 4.13. The REO Property
must be sold within three years following the end of the calendar year of the date of acquisition,
unless a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and
REO Property are held and (i) the Owner shall have been supplied with an Opinion of Counsel (at the
Servicer's expense) to the effect that the holding by the related trust of such Mortgaged Property
subsequent to such three-year period (and specifying the period beyond such three-year period for which
the Mortgaged Property may be held) will not result in the imposition of taxes on "prohibited
transactions" of the related trust as defined in Section 860F of the Code, or cause the related REMIC to
fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property
(subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Servicer's
expense) or the Servicer shall have applied for, prior to the expiration of such three-year period, an
extension of such three-year period in the manner contemplated by Section 856(e)(3) of the Code, in
which case the three-year period shall be extended by the applicable period. If a period longer than
three years is permitted under the foregoing sentence and is necessary to sell any REO Property, the
Servicer shall report monthly to the Owner as to progress being made in selling such REO Property.
Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no
Mortgaged Property held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise
used for the production of income by or on behalf of the related trust or sold or managed in such a
manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to qualify at any
time as "foreclosure property" within a meaning of Section 860G(a)(8) of the Code, (ii) subject the
related trust to the imposition of any federal or state income taxes on "net income from foreclosure
property" with respect to such Mortgaged Property within the meaning of Section 860G(c) of the Code, or
(iii) cause the sale of such Mortgaged Property to result in the receipt by the related trust or any
income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer
has agreed to indemnify and hold harmless the related trust with respect to the imposition of any such
taxes.
The Servicer shall deposit or cause to be deposited, on a daily basis in each Custodial Account
all revenues received with respect to the related REO Property and shall withdraw therefrom funds
necessary for the proper operation, management and maintenance of the REO Property, including the cost
of maintaining any hazard insurance pursuant to Section 4.10 hereof. The Servicer shall maintain
separate records with respect to each REO Property identifying all deposits and withdrawals from the
Custodial Account for each REO Property.
The Servicer shall furnish to the Owner on each Remittance Date, an operating statement for
each REO Property covering the operation of each REO Property for the previous month. Such operating
statement shall be accompanied by such other information as the Owner shall reasonably request.
The Servicer shall, either itself or through an agent selected by the Servicer, and in
accordance with the Fannie Mae Guide, manage, conserve, protect and operate each REO Property in the
same manner that it manages, conserves, protects and operates other foreclosed property for its own
account, and in the same manner that similar property in the same locality as the REO Property is
managed. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and
conditions as the Servicer deems to be in the best interest of the Owner. The REO Disposition Proceeds
from the sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as
practical thereafter, the expenses of such sale shall be paid and the Servicer shall reimburse itself
for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03.
The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of
title thereto and shall cause each REO Property to be inspected at least monthly thereafter or more
frequently as may be required by the circumstances. The Servicer shall make or cause the inspector to
make a written report of each such inspection. Such reports shall be retained in the Servicing File and
copies thereof shall be forwarded by the Servicer to the Owner.
Section 4.14. Notification of Adjustments.
With respect to each Mortgage Loan, the Servicer shall adjust the Mortgage Interest Rate on the
related Interest Rate Adjustment Date in compliance with requirements of applicable law and the related
Mortgage and Mortgage Note. The Servicer shall execute and deliver any and all necessary notices
required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the
Mortgage Interest Rate adjustments. The Servicer shall promptly, upon written request therefor, deliver
to the Owner such notifications and any additional applicable data regarding such adjustments and the
methods used to calculate and implement such adjustments. Upon the discovery by the Servicer or the
receipt of notice from the Owner that the Servicer has failed to adjust a Mortgage Interest Rate in
accordance with the terms of the related Mortgage Note and Mortgage, the Servicer shall immediately
deposit in the Custodial Account from its own funds the amount of any interest loss or deferral caused
to the Owner thereby.
ARTICLE V
PAYMENTS TO THE OWNER
Section 5.01. Remittances.
On each Remittance Date, the Servicer shall remit to the Owner (i) all amounts credited to the
Custodial Account as of the close of business on the last day of the calendar month preceding the
Determination Date, net of charges against or withdrawals from the Custodial Account pursuant to Section
4.05, except (a) Full Principal Prepayments received on or before the 15th day of the month in which a
Remittance Date occurs shall be remitted to the Owner on the Remittance Date of such month, and (b) Full
Principal Prepayments received after the 15th day of the month in which a Remittance Date occurs shall
be remitted to the Owner on the next following Remittance Date, plus, to the extent not already
deposited in the Custodial Account, the sum of (ii) all Monthly Advances, if any, which the Servicer is
obligated to distribute pursuant to Section 5.03 and (iii) all Prepayment Interest Shortfalls the
Servicer is required to make up pursuant to Section 4.04, minus (iv) any amounts attributable to Monthly
Payments collected after the Cut-off Date but due on a Due Date or Dates subsequent to the last day of
the related Due Period, which amounts shall be remitted on the related Remittance Date next succeeding
the Due Period for such amounts.
With respect to any remittance received by the Owner after the Business Day on which such
payment was due, the Servicer shall pay to the Owner interest on any such late payment at an annual rate
equal to the Prime Rate, adjusted as of the date of each change, plus two percentage points, but in no
event greater than the maximum amount permitted by applicable law. Such interest shall be remitted to
the Owner by the Servicer on the date such late payment is made and shall cover the period commencing
with the day following such Business Day and ending with the Business Day on which such payment is made,
both inclusive. The payment by the Servicer of any such interest shall not be deemed an extension of
time for payment or a waiver of any Event of Default by the Servicer.
Section 5.02 Statements to the Owner and the Master Servicer.
The Servicer shall furnish to the Owner and the Master Serivcer an individual Mortgage Loan
accounting report (a "Report"), as of the last Business Day of each month and the end of the related
Prepayment Period, as applicable, in the Servicer's assigned loan number order to document Mortgage Loan
payment activity on an individual Mortgage Loan basis. With respect to each month, such Report shall be
received by the Owner and the Master Servicer no later than the tenth Business Day of the month of the
related Remittance Date (or, with respect to information as to Full Principal Prepayments and prepayment
penalties no later than one (1) Business Day after the end of each Prepayment Period), a report in an
Excel (or compatible) electronic format, in such format as may be mutually agreed upon by both the Owner
and the Servicer, and which shall provide the information required to be contained in the monthly
statements to certificateholders as specified in the related pooling and servicing Agreement, to the
extent applicable to the Servicer.
In addition, the Servicer shall provide to the Master Servicer and the Owner such other
information known or available to the Servicer that is necessary in order to provide the distribution
and pool performance information as required under Regulation AB, as amended from time to time, as
determined by the Owner in its sole discretion. The Servicer shall also provide a monthly report, in
the form of Exhibit E hereto, or such other form as is mutually acceptable to the Servicer, the Owner
and the Master Servicer, Exhibit F with respect to defaulted mortgage loans and Exhibit K, with respect
to realized losses and gains, with each such report.
The Servicer shall prepare and file any and all information statements or other filings
required to be delivered to any governmental taxing authority or to Owner or the Master Servicer
pursuant to any applicable law with respect to the Mortgage Loans and the transactions contemplated
hereby. In addition, the Servicer shall provide the Owner and the Master Servicer with such information
concerning the Mortgage Loans as is necessary for the Owner and the Master Servicer to prepare its
federal income tax return as Owner and the Master Servicer may reasonably request from time to time.
In addition, not more than 60 days after the end of each calendar year, the Servicer shall
furnish to each Person who was an Owner and the Master Servicer at any time during such calendar year an
annual statement in accordance with the requirements of applicable federal income tax law as to the
aggregate of remittances of principal and interest for the applicable portion of such year.
Section 5.03. Monthly Advances by the Servicer.
Not later than the close of business on the Business Day preceding each Remittance Date, the
Servicer shall deposit in the Custodial Account an amount equal to all payments not previously advanced
by the Servicer, whether or not deferred pursuant to Section 4.01, of Monthly Payments, adjusted to the
related Mortgage Loan Remittance Rate, which are delinquent at the close of business on the related
Determination Date; provided, however, that the amount of any such deposit may be reduced by the Amount
Held for Future Distribution (as defined below) then on deposit in the Custodial Account. Any portion
of the Amount Held for Future Distribution used to pay Monthly Advances shall be replaced by the
Servicer by deposit into the Custodial Account on any future Remittance Date to the extent that the
funds that are available in the Custodial Account for remittance to the Owner on such Remittance Date
are less than the amount of payments required to be made to the Owner on such Remittance Date.
The "Amount Held for Future Distribution" as to any Remittance Date shall be the total of the
amounts held in the Custodial Account at the close of business on the preceding Determination Date which
were received after the Cut-off Date on account of (i) Liquidation Proceeds, Insurance Proceeds, and
Principal Prepayments received or made in the month of such Remittance Date, and (ii) payments which
represent early receipt of scheduled payments of principal and interest due on a date or dates
subsequent to the related Due Date.
The Servicer's obligation to make such Monthly Advances as to any Mortgage Loan will continue
through the final disposition or liquidation of the Mortgaged Property, unless the Servicer deems such
advance to be nonrecoverable from Liquidation Proceeds, REO Disposition Proceeds or Insurance Proceeds
with respect to the applicable Mortgage Loan. In such latter event, the Servicer shall deliver to the
Owner an Officer's Certificate of the Servicer to the effect that an officer of the Servicer has
reviewed the related Servicing File and has obtained a recent appraisal and has made the reasonable
determination that any additional advances are nonrecoverable from Liquidation or Insurance Proceeds
with respect to the applicable Mortgage Loan.
Section 5.04. Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Owner
pursuant to a deed-in-lieu of foreclosure, the Servicer shall submit to the Owner a liquidation report
with respect to such Mortgaged Property in such form as the Servicer and the Owner shall agree. The
Servicer shall also provide reports on the status of REO Property containing such information as Owner
may reasonably require.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01. Assumption Agreements.
The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance
by any Mortgagor of a Mortgaged Property (whether by absolute conveyance or by contract of, sale, and
whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the
Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any "due-on-sale"
clause to the extent permitted by law; provided, however, that the Servicer shall not exercise any such
rights if prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such
rights would impair or threaten to impair any recovery under the related Primary Mortgage Insurance
Policy, if any. If the Servicer reasonably believes it is unable under applicable law to enforce such
"due-on-sale" clause, the Servicer, will enter into an assumption agreement with the person to whom the
Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to which such person
becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the
Mortgagor remains liable thereon. Where an assumption is allowed pursuant to this Section 6.01, the
Servicer, with the prior consent of the primary mortgage insurer, if any, is authorized to enter into a
substitution of liability agreement with the person to whom the Mortgaged Property has been conveyed or
is proposed to be conveyed pursuant to which the original mortgagor is released from liability and such
Person is substituted as mortgagor and becomes liable under the related Mortgage Note. Any such
substitution of liability agreement shall be in lieu of an assumption agreement.
In connection with any such assumption or substitution of liability, the Servicer shall follow
the underwriting practices and procedures of the Fannie Mae Guide. With respect to an assumption or
substitution of liability, the Mortgage Interest Rate borne by the related Mortgage Note and the amount
of the Monthly Payment may not be changed. The Servicer shall notify the Owner that any such
substitution of liability or assumption agreement has been completed by forwarding to the Owner the
original of any such substitution of liability or assumption agreement, which document shall be added to
the related Mortgage Loan Documents and shall, for all purposes, be considered a part of such related
mortgage file to the same extent as all other documents and instruments constituting a part thereof.
All fees collected by the Servicer for entering into an assumption or substitution of liability
agreement shall belong to the Servicer.
Notwithstanding the foregoing paragraphs of this section or any other provision of this
Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its
obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any
assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 6.01, the term "assumption" is deemed to also include a sale of the Mortgaged
Property subject to the Mortgage that is not accompanied by an assumption or substitution of liability
agreement.
Section 6.02. Satisfaction of Mortgages and Release of Mortgage Loan Documents.
Upon the payment in full of any Mortgage Loan, the Servicer will immediately notify the
Custodian with a certification and request for release by a Servicing Officer, which certification shall
include a statement to the effect that all amounts received in connection with such payment which are
required to be deposited in the Custodial Account pursuant to Section 4.04 have been so deposited, and a
request for delivery to the Servicer of the portion of the Mortgage Loan Documents held by the
Custodian. Upon receipt of such certification and request, the Owner shall promptly release or cause
the Custodian to promptly release the related Mortgage Loan Documents to the Servicer and the Servicer
shall prepare and deliver for execution by the Owner or at the Owner's option execute under the
authority of a power of attorney delivered to the Servicer by the Owner any satisfaction or release. No
expense incurred in connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Custodial Account.
In the event the Servicer satisfies or releases a Mortgage without having obtained payment in
full of the indebtedness secured by the Mortgage or should it otherwise prejudice any right the Owner
may have under the mortgage instruments, the Servicer, upon written demand, shall remit within one
Business Day to the Owner the then outstanding principal balance of the related Mortgage Loan by deposit
thereof in the Custodial Account. The Servicer shall maintain the Fidelity Bond insuring the Servicer
against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance with the
procedures set forth herein.
From time to time and as appropriate for the servicing or foreclosure of the Mortgage Loans,
including for the purpose of collection under any Primary Mortgage Insurance Policy, upon request of the
Servicer and delivery to the Custodian of a servicing receipt signed by a Servicing Officer, the
Custodian shall release the portion of the Mortgage Loan Documents held by the Custodian to the
Servicer. Such servicing receipt shall obligate the Servicer to promptly return the related Mortgage
Loan Documents to the Custodian, when the need therefor by the Servicer no longer exists, unless the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been
deposited in the Custodial Account or such documents have been delivered to an attorney, or to a public
trustee or other public official as required by law, for purposes of initiating or pursuing legal action
or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially,
and the Servicer has promptly delivered to the Owner or the Custodian a certificate of a Servicing
Officer certifying as to the name and address of the Person to which such documents were delivered and
the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer stating
that such Mortgage Loan was liquidated, the servicing receipt shall be released by the Owner or the
Custodian, as applicable, to the Servicer.
Section 6.03. Servicing Compensation.
As compensation for its services hereunder, the Servicer shall be entitled to withdraw from the
Custodial Account or to retain from interest payments on the Mortgage Loans the amounts provided for as
the Servicer's Servicing Fee. Additional servicing compensation in the form of assumption fees, as
provided in Section 6.01, late payment charges and other ancillary fees shall be retained by the
Servicer to the extent not required to be deposited in the Custodial Account. The Servicer shall be
required to pay all expenses incurred by it in connection with its servicing activities hereunder and
shall not be entitled to reimbursement therefor except as specifically provided for.
Section 6.04. Annual Statement as to Compliance; Annual Certification.
(a) The Servicer will deliver to the Owner and the Master Servicer, not later than March
15th of each calendar year beginning in 2007, an Officer's Certificate (an "Annual Statement of
Compliance") stating, as to each signatory thereof, that (i) a review of the activities of the Servicer
during the preceding calendar year and of performance under this Agreement or other applicable servicing
agreement has been made under such officer's supervision and (ii) to the best of such officer's
knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement
or other applicable servicing agreement in all material respects throughout such year, or, if there has
been a failure to fulfill any such obligation in any material respect, specifying each such failure
known to such officer and the nature and status of cure provisions thereof. Such Annual Statement of
Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be
provided by the Servicer to the Owner upon request and by the Owner to any Person identified as a
prospective purchaser of the Mortgage Loans. In the event that the Servicer has delegated any servicing
responsibilities with respect to the Mortgage Loans to a Subservicer, the Servicer shall deliver an
Annual Statement of Compliance of the Subservicer as described above as to each Subservicer as and when
required with respect to the Servicer.
(b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in
2007, an officer of the Servicer shall execute and deliver an Officer's Certificate (an "Annual
Certification") to the Owner, the Master Servicer, the Securities Administrator, and any related
Depositor for the benefit of each such entity and such entity's affiliates and the officers, directors
and agents of any such entity and such entity's affiliates, in the form attached hereto as Exhibit G.
In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage
Loans to a Subservicer or a Subcontractor, to the extent such Subcontractor is "participating in the
servicing function" pursuant to Item 1122 of Regulation AB, the Servicer shall deliver an Annual
Certification as to each such Subservicer and Subcontractor, as and when required with respect to the
Servicer.
The Servicer shall indemnify and hold harmless the Master Servicer and its officers, directors,
agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments and other costs and expenses arising out of or based upon a
breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under
this Section 6.04 or Section 6.09 or the negligence, bad faith or willful misconduct of the Servicer in
connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold
harmless the Master Servicer, then the Servicer agrees that it shall contribute to the amount paid or
payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master
Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on
the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations
under this Section 6.04 or Section 6.09 or the Servicer's negligence, bad faith or willful misconduct in
connection therewith.
Upon request by the Owner or the Master Servicer, the Servicer will deliver to such requesting
party a copy of the audited (if such financial statements are available, otherwise unaudited) financial
statements of the Servicer for the most recent fiscal year of the Servicer.
Section 6.05. [Reserved]
Section 6.06. Owner's Right to Examine Servicer Records.
The Owner shall have the right to examine and audit, at its expense, upon reasonable notice to
the Servicer, during business hours or at such other times as might be reasonable under applicable
circumstances, any and all of the books, records, documentation or other information of the Servicer, or
held by another for the Servicer or on its behalf or otherwise, which relate to the performance or
observance by the Servicer of the terms, covenants or conditions of this Agreement.
The Servicer shall provide to the Owner and any supervisory agents or examiners representing a
state or federal governmental agency having jurisdiction over the Owner access to any documentation
regarding the Mortgage Loans in the possession of the Servicer which may be required by any applicable
regulations. Such access shall be afforded without charge, upon reasonable request, during normal
business hours and at the offices of the Servicer, and in accordance with the applicable federal or
state government regulations.
Section 6.07. Compliance with REMIC Provisions.
If a REMIC election has been made with respect to the arrangement under which the Mortgage
Loans and REO Property are held, the Servicer shall not take any action, cause the REMIC to take any
action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if
taken or not taken, as the case may be could (i) endanger the status of the REMIC as a REMIC or (ii)
result in the imposition of a tax upon the REMIC (including but not limited to the tax on "prohibited
transactions" as defined in Section 860F(a)(2) of the Code and the tax on "contribution" to a REMIC set
forth in Section 860G(d) of the Code unless the Servicer has received an Opinion of Counsel (at the
expense of the party seeking to take such actions) to the effect that the contemplated action will not
endanger such REMIC status or result in the imposition of any such tax.
Section 6.08. Non-solicitation.
The Servicer shall not knowingly conduct any solicitation exclusively targeted to the
Mortgagors for the purpose of inducing or encouraging the early prepayment or refinancing of the related
Mortgage Loans. It is understood and agreed that promotions undertaken by the Servicer or any agent or
affiliate of the Servicer which are directed to the general public at large, including, without
limitation, mass mailings based on commercially acquired mailing lists, newspaper, radio and television
advertisements shall not constitute solicitation under this section. Nothing contained herein shall
prohibit the Servicer from (i) distributing to Mortgagors any general advertising including information
brochures, coupon books, or other similar documentation which indicates services the Servicer offers,
including refinances or (ii) providing financing of home equity loans to Mortgagors at the Mortgagor's
request.
Section 6.09. Assessment of Compliance with Servicing Criteria.
On and after January 1, 2006, the Servicer shall service and administer, and shall cause each
subservicer to service or administer, the Mortgage Loans in accordance with all applicable requirements
of the Servicing Criteria.
With respect to the Mortgage Loans, the Servicer shall deliver to the Owner or its designee,
the Master Servicer, the Securities Administrator, and any Depositor on or before March 15th of each
calendar year beginning in 2007, a report (an "Assessment of Compliance") regarding the Servicer's
assessment of compliance with the Servicing Criteria during the preceding calendar year as required by
Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise required by
the Master Servicer, which as of the date hereof, require a report by an authorized officer of the
Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the
Servicing Criteria applicable to the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess
compliance with the Servicing Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer's compliance with the applicable
Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any
material instance of noncompliance with respect thereto during such period, which assessment shall be
based on the activities it performs with respect to asset-backed securities transactions taken as a
whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report
on the Servicer's Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the
Servicer, which statement shall be based on the activities it performs with respect to asset-backed
securities transactions taken as a whole involving the Servicer, that are backed by the same asset type
as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit J
hereto.
With respect to the Mortgage Loans, on or before March 15th of each calendar year beginning in
2007, the Servicer shall furnish to the Owner or its designee, the Master Servicer, the Securities
Administrator and any Depositor a report (an "Attestation Report") by a registered public accounting
firm that attests to, and reports on, the Assessment of Compliance made by the Servicer, as required by
Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required
by the Master Servicer, which Attestation Report must be made in accordance with standards for
attestation reports issued or adopted by the Public Company Accounting Oversight Board.
The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer
pursuant to Section 11.15 to be "participating in the servicing function" within the meaning of Item
1122 of Regulation AB, to deliver to the Owner, the Master Servicer, the Securities Administrator and
any Depositor an assessment of compliance and accountants' attestation as and when provided in Section
6.09.
Section 6.10. Intent of the Parties; Reasonableness.
The Owner and the Servicer acknowledge and agree that a purpose of clause (g) of Article III,
Sections 5.02, 6.04, 6.09 and 10.02 of this Agreement is to facilitate compliance by the Owner and any
Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. None
of the Owner, the Master Servicer or any Depositor shall exercise its right to request delivery of
information or other performance under these provisions other than in good faith, or for purposes other
than compliance with the Securities Act, the Exchange Act and the rules and regulations of the
Commission thereunder. The Servicer acknowledges that interpretations of the requirements of Regulation
AB may change over time, whether due to interpretive guidance provided by the Commission or its staff,
consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise,
and agrees to comply with requests made by the Owner or any Depositor in good faith for delivery of
information under these provisions on the basis of evolving interpretations of Regulation AB. In
connection with any Pass-Through Transfer, the Servicer shall cooperate fully with the Owner to deliver
to the Owner (including any of its assignees or designees) and any Depositor, any and all statements,
reports, certifications, records and any other information necessary in the good faith determination of
the Owner or any Depositor to permit the Owner or such Depositor to comply with the provisions of
Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Mortgage
Loans, or the servicing of the Mortgage Loans, reasonably believed by the Owner or any Depositor to be
necessary in order to effect such compliance.
ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01. Servicer Shall Provide Information as Reasonably Required.
The Servicer shall furnish to the Owner upon request, during the term of this Agreement, such
periodic, special or other reports or information, whether or not provided for herein, as shall be
necessary, reasonable or appropriate with respect to the purposes of this Agreement. The Servicer may
negotiate with the Owner for a reasonable fee for providing such report or information, unless (i) the
Servicer is required to supply such report or information pursuant to any other section of this
Agreement, or (ii) the report or information has been requested in connection with Internal Revenue
Service or other regulatory agency requirements. All such reports or information shall be provided by
and in accordance with all reasonable instructions and directions given by the Owner. The Servicer
agrees to execute and deliver all such instruments and take all such action as the Owner, from time to
time, may reasonably request in order to effectuate the purpose and to carry out the terms of this
Agreement.
ARTICLE VIII
THE SERVICER
Section 8.01. Indemnification; Third Party Claims.
The Servicer agrees to indemnify the Owner, its successors and assigns, any agent of the Owner,
and the Master Servicer, and hold each of such Persons harmless from and against any and all claims,
losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other
costs, fees and expenses that such Person may sustain in any way related to the failure of the Servicer
to perform in any way its duties and service the Mortgage Loans in strict compliance with the terms of
this Agreement and for breach of any representation or warranty of the Servicer contained herein. The
Servicer shall immediately notify the Owner or other indemnified Person if a claim is made by a third
party with respect to this Agreement or the Mortgage Loans, assume (with the consent of the Owner and
such other Indemnified Person and with counsel reasonably satisfactory to the Owner and such Person) the
defense of any such claim and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered against it or such other
indemnified Person in respect of such claim but failure to so notify the Owner and such other
indemnified Person shall not limit its obligations hereunder. The Servicer agrees that it will not
enter into any settlement of any such claim without the consent of the Owner and such other indemnified
Person unless such settlement includes an unconditional release of the Owner and such other indemnified
Person from all liability that is the subject matter of such claim. The provisions of this Section 8.01
shall survive termination of this Agreement.
Section 8.02. Merger or Consolidation of the Servicer.
The Servicer will keep in full effect its existence, rights and franchises as a corporation
under the laws of the state of its incorporation except as permitted herein, and will obtain and
preserve its qualification to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and enforceability of this Agreement or
any of the Mortgage Loans and to perform its duties under this Agreement.
Any Person into which the Servicer may be merged or consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Servicer shall be a party, or any Person
succeeding to the business of the Servicer whether or not related to loan servicing, shall be the
successor of the Servicer hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the successor or surviving Person shall be an institution (i) having a GAAP net worth of
not less than $25,000,000, (ii) the deposits of which are insured by the FDIC, or which is a
HUD-approved mortgagee whose primary business is in origination and servicing of first lien mortgage
loans, and (iii) which is a Fannie Mae or Freddie Mac approved seller/servicer in good standing.
Section 8.03. Limitation on Liability of the Servicer and Others.
Neither the Servicer nor any of the officers, employees or agents of the Servicer shall be
under any liability to the Owner for any action taken or for refraining from the taking of any action in
good faith pursuant to this Agreement, or for errors in judgment made in good faith; provided, however,
that this provision shall not protect the Servicer or any such person against any breach of warranties
or representations made herein, or failure to perform in any way its obligations in compliance with any
standard of care set forth in this Agreement, or any liability which would otherwise be imposed by
reason of gross negligence or any breach of the terms and conditions of this Agreement. The Servicer
and any officer, employee or agent of the Servicer may rely in good faith on any document of any kind
prima facie properly executed and submitted by the Owner respecting any matters arising hereunder. The
Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is
not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which
in its opinion may involve it in any expenses or liability; provided, however, that the Servicer may,
with the consent of the Owner, which consent shall not be unreasonably withheld, undertake any such
action which it may deem necessary or desirable with respect to this Agreement and the rights and duties
of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities for which the Owner will be
liable, and the Servicer shall be entitled to be reimbursed therefor from the Custodial Account pursuant
to Section 4.05.
Section 8.04. Servicer Not to Resign.
The Servicer shall not resign from the obligations and duties hereby imposed on it except by
mutual consent of the Servicer and the Owner or upon the determination that its duties hereunder are no
longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such
determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to
such effect delivered to the Owner which Opinion of Counsel shall be in form and substance acceptable to
the Owner. No such resignation shall become effective until a successor shall have assumed the
Servicer's responsibilities and obligations hereunder in the manner provided in Section 11.01.
Section 8.05. No Transfer of Servicing.
With respect to the retention of the Servicer to service the Mortgage Loans hereunder, the
Servicer acknowledges that the Owner has acted in reliance upon the Servicer's independent status, the
adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation
and financial standing and the continuance thereof. Without in any way limiting the generality of this
section, the Servicer shall not either assign this Agreement or the servicing hereunder or delegate its
rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially
all of its property or assets, without the prior written approval of the Owner, which approval shall not
be unreasonably withheld; provided that the Servicer may assign the Agreement and the servicing
hereunder without the consent of Owner to an affiliate of the Servicer to which all servicing of the
Servicer is assigned so long as (i) such affiliate is a Fannie Mae and Freddie Mac approved servicer and
(ii) if it is intended that such affiliate be spun off to the shareholders of the Servicer, such
affiliate have a GAAP net worth of at least $25,000,000 and (iii) such affiliate shall deliver to the
Owner a certification pursuant to which such affiliate shall agree to be bound by the terms and
conditions of this Agreement and shall certify that such affiliate is a Fannie Mae and Freddie Mac
approved servicer in good standing.
ARTICLE IX
DEFAULT
Section 9.01. Events of Default.
In case one or more of the following Events of Default by the Servicer shall occur and be
continuing, that is to say:
(i) any failure by the Servicer to remit to the Owner any payment required to be made
under the terms of this Agreement which continues unremedied for one (1) Business Day after written
notice thereof (it being understood that this subparagraph shall not affect Servicer's obligation
pursuant to Section 5.01 to pay default interest on any remittance received by the Owner after the
Business Day on which such payment was due); or
(ii) any failure on the part of the Servicer duly to observe or perform in any material
respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement
(other than those described in clause (ix) hereof), the breach of which has a material adverse effect
and which continue unremedied for a period of thirty days (except that such number of days shall be
fifteen in the case of a failure to pay any premium for any insurance policy required to be maintained
under this Agreement and such failure shall be deemed to have a material adverse effect) after the date
on which written notice of such failure, requiring the same to be remedied, shall have been given to the
Servicer by the Owner; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction
for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy,
readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, shall have been entered against the Servicer and such decree or order
shall have remained in force undischarged or unstayed for a period of sixty days; or
(iv) the Servicer shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or
similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its
property; or
(v) the Servicer shall admit in writing its inability to pay its debts generally as they
become due, file a petition to take advantage of any applicable insolvency or reorganization statute,
make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations;
or
(vi) the Servicer ceases to be approved by either Fannie Mae or Freddie Mac (to the extent
such entities are then operating in a capacity similar to that in which they operate on the date hereof)
as a mortgage loan servicer for more than thirty days to the extent such entities perform similar
functions; or
(vii) the Servicer attempts to assign its right to servicing compensation hereunder or the
Servicer attempts, without the consent of the Owner, to sell or otherwise dispose of all or
substantially all of its property or assets or to assign this Agreement or the servicing
responsibilities hereunder or to delegate its duties hereunder or any portion thereof except as
otherwise permitted herein; or
(viii) the Servicer ceases to be qualified to transact business in any jurisdiction where it
is currently so qualified, but only to the extent such non-qualification materially and adversely
affects the Servicer's ability to perform its obligations hereunder; or
(ix) failure by the Servicer to duly perform, within the required time period, its
obligations under Section 6.04, 6.09 or any of clauses (v) through (viii) of Section 10.02;
then, and in each and every such case, so long as an Event of Default shall not have been remedied, the
Owner, by notice in writing to the Servicer may, in addition to whatever rights the Owner may have under
Section 8.01 and at law or equity to damages, including injunctive relief and specific performance,
terminate all the rights and obligations of the Servicer (and if the Servicer is servicing any of the
Mortgage Loans in a Pass-Through Transfer, appoint a successor servicer reasonably acceptable to the
Master Servicer for such Pass-Through Transfer) under this Agreement and in and to the Mortgage Loans
and the proceeds thereof without compensating the Servicer for the same. On or after the receipt by the
Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether
with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed
pursuant to Section 11.01. Upon written request from the Owner, the Servicer shall prepare, execute and
deliver, any and all documents and other instruments, place in such successor's possession all Servicing
Files, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of
such notice of termination, whether to complete the transfer and endorsement or assignment of the
Mortgage Loans and related documents, or otherwise, at the Servicer's sole expense. The Servicer agrees
to cooperate with the Owner and such successor in effecting the termination of the Servicer's
responsibilities and rights hereunder, including, without limitation, the transfer to such successor for
administration by it of all cash amounts which shall at the time be credited by the Servicer to the
Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO
Property.
The Servicer shall promptly reimburse the Owner (or any designee of the Owner, such as a master
servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Owner (or such
designee) or such Depositor, as such are incurred, in connection with the termination of the Servicer as
servicer and the transfer of servicing of the Mortgage Loans to a successor servicer, if the termination
and/or transfer of servicing is for cause related to a servicer default. The provisions of this
paragraph shall not limit whatever rights the Owner or any Depositor may have under other provisions of
this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law,
such as an action for damages, specific performance or injunctive relief.
Section 9.02. Waiver of Defaults.
The Owner may waive only by written notice any default by the Servicer in the performance of
its obligations hereunder and its consequences. Upon any such waiver of a past default, such default
shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been remedied
for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereon except to the extent expressly so waived in writing.
ARTICLE X
TERMINATION
Section 10.01. Termination.
The respective obligations and responsibilities of the Servicer shall terminate upon: (i) the
later of the final payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or the disposition of all REO Property and the remittance of all funds due hereunder; or
(ii) by mutual consent of the Servicer and the Owner in writing; or (iii) termination by the Owner
pursuant to Section 9.01. Simultaneously with any such termination and the transfer of servicing
hereunder, the Servicer shall be entitled to be reimbursed for any outstanding Servicing Advances and
Monthly Advances.
Section 10.02. Cooperation of Servicer with a Reconstitution.
The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, on or
after the related closing date, on one or more dates (each a "Reconstitution Date") at the Owner's sole
option, the Owner may effect a sale (each, a "Reconstitution") of some or all of the Mortgage Loans then
subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a
"Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more Pass-Through
Transfers.
The Servicer agrees to execute in connection with any agreements among the Owner, the Servicer,
and any servicer in connection with a Whole Loan Transfer, an assignment, assumption and recognition
agreement, or, at Owner's request, a seller's warranties and servicing agreement or a participation and
servicing agreement or similar agreement in form and substance reasonably acceptable to the parties, and
in connection with a Pass-Through Transfer, a pooling and servicing agreement in form and substance
reasonably acceptable to the parties. It is understood that any such Reconstitution Agreements will not
contain any greater obligations on the part of Servicer than are contained in this Agreement.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the
Owner, the Servicer agrees (1) to cooperate fully with the Owner and any prospective purchaser with
respect to all reasonable requests and due diligence procedures; (2) to execute, deliver and perform all
Reconstitution Agreements required by the Owner; (3) to restate the representations and warranties set
forth in this Agreement as of the settlement or closing date in connection with such Reconstitution
(each, a "Reconstitution Date").
In addition, the Servicer shall provide to such servicer or issuer, as the case may be, and any
other participants in such Reconstitution:
(i) any and all information and appropriate verification of information which may be
reasonably available to the Servicer, whether through letters of its auditors and counsel or otherwise,
as the Owner or any such other participant shall request upon reasonable demand;
(ii) such additional representations, warranties, covenants, opinions of counsel, letters
from auditors, and certificates of public officials or officers of the Servicer as are reasonably agreed
upon by the Servicer and the Owner or any such other participant;
(iii) within 5 Business Days after request by the Owner, the information with respect to the
Servicer (as servicer) as required by Item 1108(b) and (c) of Regulation AB, a summary of the
requirements of which as of the date hereof is attached hereto as Exhibit I for convenience of reference
only, as determined by Owner in its sole discretion. In the event that the Servicer has delegated any
servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Servicer shall
provide the information required pursuant to this clause with respect to the Subservicer;
(iv) within 5 Business Days after request by the Owner,
(a) information regarding any legal proceedings pending (or known to be contemplated)
against the Servicer (as servicer) and each Subservicer as required by Item 1117 of Regulation AB, a
summary of the requirements of which as of the date hereof is attached hereto as Exhibit I for
convenience of reference only, as determined by Owner in its sole discretion,
(b) information regarding affiliations with respect to the Servicer (as servicer) and
each Subservicer as required by Item 1119(a) of Regulation AB, a summary of the requirements of which as
of the date hereof is attached hereto as Exhibit I for convenience of reference only, as determined by
Owner in its sole discretion, and
(c) information regarding relationships and transactions with respect to the Servicer
(as servicer) and each Subservicer as required by Item 1119(b) and (c) of Regulation AB, a summary of
the requirements of which as of the date hereof is attached hereto as Exhibit I for convenience of
reference only, as determined by Owner in its sole discretion;
(v) for the purpose of satisfying the reporting obligation under the Exchange Act with
respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to)
(i) provide prompt notice to the Owner, the Master Servicer and any Depositor in writing of (A) any
material litigation or governmental proceedings involving the Servicer or any Subservicer, (B) any
affiliations or relationships that develop following the closing date of a Pass-Through Transfer between
the Servicer or any Subservicer and any of the parties specified in clause (D) of paragraph (a) of this
Section (and any other parties identified in writing by the requesting party) with respect to such
Pass-Through Transfer, (C) any Event of Default under the terms of this Agreement or any Reconstitution
Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer,
and (E) the Servicer's entry into an agreement with a Subservicer to perform or assist in the
performance of any of the Servicer's obligations under this Agreement or any Reconstitution Agreement
and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or
relationships;
(vi) as a condition to the succession to the Servicer or any Subservicer as servicer or
subservicer under this Agreement or any Reconstitution Agreement by any Person (i) into which the
Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a
successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner, the Master
Servicer, and any Depositor, at least 15 calendar days prior to the effective date of such succession or
appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y)
in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, all
information reasonably requested by the Owner or any Depositor in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities;
(vii) in addition to such information as the Servicer, as servicer, is obligated to provide
pursuant to other provisions of this Agreement, not later than ten days prior to the deadline for the
filing of any distribution report on Form 10-D in respect of any Pass-Through Transfer that includes any
of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such Subservicer, as
applicable, shall, to the extent the Servicer or such Subservicer has knowledge, provide to the party
responsible for filing such report (including, if applicable, the Master Servicer) notice of the
occurrence of any of the following events along with all information, data, and materials related
thereto as may be required to be included in the related distribution report on Form 10-D (as specified
in the provisions of Regulation AB referenced below):
(A) any material modifications, extensions or waivers of pool asset terms, fees,
penalties or payments during the distribution period or that have cumulatively become material over time
(Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or transaction
covenants (Item 1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities issuances backed by the same
pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material
changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item
1121(a)(14) of Regulation AB); and
(viii) the Servicer shall provide to the Owner, the Master Servicer and any Depositor,
evidence of the authorization of the person signing any certification or statement, copies or other
evidence of Fidelity Bond Insurance and Errors and Omission Insurance policy, financial information and
reports, and such other information related to the Servicer or any Subservicer or the Servicer or such
Subservicer's performance hereunder.
In the event of a conflict or inconsistency between the terms of Exhibit I and the text of the
applicable Item of Regulation AB as cited above, the text of Regulation AB, its adopting release and
other public statements of the SEC shall control.
The Servicer shall indemnify the Owner, each affiliate of the Owner, and each of the following
parties participating in a Pass-Through Transfer: each issuing entity; each Person (including, but not
limited to, the Master Servicer, if applicable) responsible for the preparation, execution or filing of
any report required to be filed with the Commission with respect to such Pass-Through Transfer, or for
execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with
respect to such Pass-Through Transfer; each broker dealer acting as underwriter, placement agent or
initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of
Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and
former directors, officers, employees, agents and affiliates of each of the foregoing and of the
Depositor (each, an "Indemnified Party"), and shall hold each of them harmless from and against any
claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based
upon:
(i)(A) any untrue statement of a material fact contained or alleged to be contained in any
information, report, certification, data, accountants' letter or other material provided under this
Section 10.02 by or on behalf of the Servicer, or provided under this Section 10.02, Sections 6.04 and
6.09 and by or on behalf of any Subservicer or Subcontractor (collectively, the "Servicer Information"),
or (B) the omission or alleged omission to state in the Servicer Information a material fact required to
be stated in the Servicer Information or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided, by way of clarification, that
clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not
to any other information communicated in connection with a sale or purchase of securities, without
regard to whether the Servicer Information or any portion thereof is presented together with or
separately from such other information;
(ii) any breach by the Servicer of its obligations under this Section 10.02, including
particularly any failure by the Servicer, any Subservicer or any Subcontractor to deliver any
information, report, certification, accountants' letter or other material when and as required under
this Section 10.02, including any failure by the Servicer to identify pursuant to Section 11.15 any
Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB;
(iii) any breach by the Servicer of a representation or warranty set forth in Section Article
III or in a writing furnished pursuant to clause (h) of Article III and made as of a date prior to the
closing date of the related Pass-Through Transfer, to the extent that such breach is not cured by such
closing date, or any breach by the Servicer of a representation or warranty in a writing furnished
pursuant to clause (h) of Article III to the extent made as of a date subsequent to such closing date; or
(iv) the negligence bad faith or willful misconduct of the Servicer in connection with its
performance under this Section 10.02.
If the indemnification provided for herein is unavailable or insufficient to hold harmless an
Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by
such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such
Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified
Party on the one hand and the Servicer on the other.
In the case of any failure of performance described above, the Servicer shall promptly
reimburse the Owner, any Depositor, as applicable, and each Person responsible for the preparation,
execution or filing of any report required to be filed with the Commission with respect to such
Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
under the Exchange Act with respect to such Pass-Through Transfer, for all costs reasonably incurred by
each such party in order to obtain the information, report, certification, accountants' letter or other
material not delivered pursuant to this Section or Section 6.04 or Section 6.09 as required by the
Servicer, any Subservicer or any Subcontractor.
This indemnification shall survive the termination of this Agreement or the termination of any
party to this Agreement.
All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass Through
Transfer shall be subject to this Agreement and shall continue to be serviced in accordance with the
terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect.
Section 10.03. Master Servicer.
The Servicer, including any successor servicer hereunder, shall be subject to the supervision
of the Master Servicer, which Master Servicer shall be obligated to ensure that the Servicer services
the Mortgage Loans in accordance with the provisions of this Agreement. The Master Servicer, acting on
behalf of the Owner, shall have the same rights as the Owner to enforce the obligations of the Servicer
under this Agreement. The Master Servicer shall be entitled to terminate the rights and obligations of
the Servicer under this Agreement upon the failure of the Servicer to perform any of its obligations
under this Agreement if such failure constitutes an Event of Default as provided in Article IX of this
Agreement. Notwithstanding anything to the contrary, in no event shall the Master Servicer assume any
of the obligations of the Owner under this Agreement.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Successor to the Servicer.
Prior to termination of the Servicer's responsibilities and duties under this Agreement
pursuant to Sections 8.04, 9.01 or 10.01(ii), the Owner shall (i) succeed to and assume all of the
Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a
successor having the characteristics set forth in Section 8.02 hereof and which shall succeed to all
rights and assume all of the responsibilities, duties and liabilities of the Servicer under this
Agreement prior to the termination of the Servicer's responsibilities, duties and liabilities under this
Agreement. In connection with such appointment and assumption, the Owner may make such arrangements for
the compensation of such successor out of payments on Mortgage Loans as the Owner and such successor
shall agree. In the event that the Servicer's duties, responsibilities and liabilities under this
Agreement should be terminated pursuant to the aforementioned sections, the Servicer shall discharge
such duties and responsibilities during the period from the date it acquires knowledge of such
termination until the effective date thereof with the same degree of diligence and prudence which it is
obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or
prejudice the rights or financial condition of its successor. The resignation or removal of the
Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be
appointed pursuant to this section and shall in no event relieve the Servicer of the representations and
warranties made pursuant to Article III and the remedies available to the Owner under Section 8.01, it
being understood and agreed that the provisions of such Article III and Section 8.01 shall be applicable
to the Servicer notwithstanding any such resignation or termination of the Servicer, or the termination
of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the
Servicer and to the Owner an instrument accepting such appointment, whereupon such successor shall
become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities
of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination
or resignation of the Servicer or this Agreement pursuant to Section 8.04, 9.01 or 10.01 shall not
affect any claims that the Owner may have against the Servicer arising prior to any such termination or
resignation.
The Servicer shall promptly deliver to the successor the funds in the Custodial Account and the
Escrow Account and the Servicing Files and related documents and statements held by it hereunder and the
Servicer shall account for all funds. The Servicer shall execute and deliver such instruments and do
such other things all as may reasonably be required to more fully and definitely vest and confirm in the
successor all such rights, powers, duties, responsibilities, obligations and liabilities of the
Servicer. The successor shall make such arrangements as it may deem appropriate to reimburse the
Servicer for unrecovered Monthly Advances and Servicing Advances which the successor retains hereunder
and which would otherwise have been recovered by the Servicer pursuant to this Agreement but for the
appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the Servicer shall notify the Owner of
such appointment.
All reasonable costs and expenses incurred in connection with replacing the Servicer upon its
resignation or the termination of the Servicer in accordance with the terms of this Agreement,
including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses
associated with an evaluation of the potential termination of the Servicer as a result of an Event of
Default and (ii) all costs and expenses associated with the complete transfer of servicing, including
all servicing files and all servicing data and the completion, correction or manipulation of such
servicing data as may be required by the successor servicer to correct any errors or insufficiencies in
the servicing data or otherwise to enable the successor service to service the Mortgage Loans in
accordance with this Agreement, shall be payable on demand by the resigning or terminated Servicer
without any right of reimbursement therefor.
Section 11.02. Amendment.
This Agreement may be amended from time to time by the Servicer and the Owner by written
agreement signed by the Servicer and the Owner.
Section 11.03. Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to recordation in all
appropriate public offices for real property records in all the counties or other comparable
jurisdictions in which any of all the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the
Owner's expense on direction of the Owner accompanied by an opinion of counsel to the effect that such
recordation materially and beneficially affects the interest of the Owner or is necessary for the
administration or servicing the Mortgage Loans.
Section 11.04. Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS. THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.05. Notices.
Any demands, notices or other communications permitted or required hereunder shall be in
writing and shall be deemed conclusively to have been given if personally delivered at or mailed by
registered mail, postage prepaid, and return receipt requested or transmitted by telecopier and
confirmed by a similar mailed writing, as follows:
(i) if to the Servicer:
EMC Mortgage Corporation
2780 Lake Vista
Lewisville, Texas75067
Attention: President or General Counsel
Telecopier No.: (469) 759-4714
(ii) if to the Owner:
Bear, Stearns & Co. Inc.
383 Madison Ave.
New York, New York10179
Attention: Global Credit Administration
Telecopier No.: (212) 272-5591
(iii) if to the Master Servicer:
Wells Fargo Bank, National Association
P.O. Box 98
Columbia, Maryland21046
Attention: Master Servicing - Bear Stearns ALT-A Trust 2006-3
And for overnight delivery to:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: Master Servicing - Bear Stearns ALT-A Trust 2006-3
Telecopier No.: (410) 715-2380
or such other address as may hereafter be furnished to the other party by like notice. Any such demand,
notice, or communication hereunder shall be deemed to have been received on the date delivered to or
received at the premises of the address (as evidenced, in the case of registered or certified mail, by
the date noted on the return receipt).
Section 11.06. Severability of Provisions.
Any part, provision, representation or warranty of this Agreement which is prohibited or which
is held to be void or unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. Any part, provision,
representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void
or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or
render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable
law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any
provision hereof. If the invalidity of any part, provision, representation or warranty of this
Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement,
the parties shall negotiate, in good faith, to develop a structure the economic effect of which is
nearly as possible the same as the economic effect of this Agreement without regard to such invalidity.
Section 11.07. Exhibits
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an
integral part of this Agreement.
Section 11.08. General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context
otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to them in this
Agreement and include the plural as well as the singular, and the use of any gender herein shall be
deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles;
(iii) references herein to "Articles,""Sections,""Subsections,""Paragraphs," and other
subdivisions without reference to a document are to designated Articles, Sections, Subsections,
Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is a reference to
such Subsection as contained in the same Section in which the reference appears, and this rule shall
also apply to Paragraphs and other subdivisions;
(v) the words "herein,""hereof,""hereunder" and other words of similar import refer to
this Agreement as a whole and not to any particular provision; and
(vi) the term "include" or "including" shall mean without limitation by reason of
enumeration.
Section 11.09. Reproduction of Documents.
This Agreement and all documents relating hereto, including, without limitation, (i) consents,
waivers and modifications which may hereafter be executed, (ii) documents received by any party at the
closing, and (iii) financial statements, certificates and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties agree that any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a party in the regular course
of business, and that any enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.
Section 11.10. Confidentiality of Information.
Each party recognizes that, in connection with this Agreement, it may become privy to
non-public information regarding the financial condition, operations and prospects of the other party.
Except as required to be disclosed by law, each party agrees to keep all non-public information
regarding the other party strictly confidential, and to use all such information solely in order to
effectuate the purpose of this Agreement.
Section 11.11. Assignment by the Owner.
The Owner shall have the right, without the consent of the Servicer hereof, to assign, in whole
or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and
designate any person to exercise any rights of the Owner hereunder, by executing an assignment and
assumption agreement reasonably acceptable to the Servicer and the assignee or designee shall accede to
the rights and obligations hereunder of the Owner with respect to such Mortgage Loans. In no event
shall Owner sell a partial interest in any Mortgage Loan. All references to the Owner in this Agreement
shall be deemed to include its assignees or designees. It is understood and agreed between the Owners
and the Servicer that no more than five (5) Persons shall have the right of owner under this Agreement
at any one time.
Section 11.12. No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership or joint
venture between the parties hereto and the services of the Servicer shall be rendered as an independent
contractor and not as agent for Owner.
Section 11.13. Execution, Successors and Assigns.
This Agreement may be executed in one or more counterparts and by the different parties hereto
on separate counterparts, each of which, when so executed, shall be deemed to be an original; such
counterparts, together, shall constitute one and the same agreement. Subject to Section 8.05, this
Agreement shall inure to the benefit of and be binding upon the Servicer and the Owner and their
respective successors and assigns.
Section 11.14. Entire Agreement.
Each of the Servicer and the Owner acknowledge that no representations, agreements or promises
were made to it by the other party or any of its employees other than those representations, agreements
or promises specifically contained herein. This Agreement sets forth the entire understanding between
the parties hereto and shall be binding upon all successors of both parties.
Section 11.15. Use of Subservicers and Subcontractors.
(a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to
fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution
Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section. The
Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any
Subservicer to hire or otherwise utilize the servicers of any Subcontractor, to fulfill any of the
obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the
Servicer complies with the provisions of paragraph (d) of this Section. The Servicer must notify the
Owner, the Master Servicer and any Depositor in writing of any affiliations or relationships that
develop following the closing date between the Servicer or any Subservicer.
(b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer)
for the benefit of the Owner and any Depositor to comply with the provisions of this Section and with
clauses (g) and (j) of Article III, Sections 6.04, 6.09 and 10.02 of this Agreement to the same extent
as if such Subservicer were the Owner, and to provide the information required with respect to such
Subservicer under Section 3.01(i) of this Agreement. The Servicer shall be responsible for obtaining
from each Subservicer and delivering to the Owner, the Master Servicer and any Depositor any Annual
Statement of Compliance required to be delivered by such Subservicer under Section 6.04(a), any
Assessment of Compliance and Attestation Report required to be delivered by such Subservicer under
Section 6.09, any Annual Certification required under Section 6.04(b), any Additional Form 10-D
Disclosure and any Form 8-K Disclosure Information, as and when required to be delivered.
(c) The Servicer shall promptly upon request provide to the Owner, the Master Servicer and
any Depositor (or any designee of the Depositor, such as an administrator) a written description (in
form and substance satisfactory to the Owner, the Master Servicer and such Depositor) of the role and
function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity
of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the
Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor
identified pursuant to clause (ii) of this paragraph.
(d) As a condition to the utilization of any Subcontractor determined to be "participating
in the servicing function" within the meaning of Item 1122 of Regulation AB, the Servicer shall cause
any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Owner and any
Depositor to comply with the provisions of Sections 6.07 and 10.02 of this Agreement to the same extent
as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each
Subcontractor and delivering to the Owner and any Depositor any Assessment of Compliance and Attestation
Report and other certificates required to be delivered by such Subservicer and such Subcontractor under
Section 6.09 (and any Annual Certification required under Section 6.09(b)), in each case as and when
required to be delivered.
11.16. Third Party Beneficiary
For purposes of this Agreement, each Master Servicer shall be considered a third party
beneficiary to this Agreement, entitled to all the rights and benefits hereof as if it were a direct
party to this Agreement.
IN WITNESS WHEREOF, the Servicer and the Owner have caused their names to be signed hereto by
their respective officers thereunto duly authorized as of the date and year first above written.
EMC MORTGAGE CORPORATION
Servicer
By:
Name:
Title:
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
Owner
By:____________________________________
Name:
Title:
EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
(date)
To:______________________
_________________________
_________________________
(the "Depository")
As "Servicer" under the Servicing Agreement, dated as of April 1, 2006, (the "Agreement"), we
hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section
4.04 of the Agreement, to be designated as "BSALTA 2006-3 Custodial Account, in trust for SAMI II, Owner
of Whole Loan Mortgages, and various Mortgagors." All deposits in the account shall be subject to
withdrawal therefrom by order signed by the Servicer. You may refuse any deposit which would result in
violation of the requirement that the account be fully insured as described below. This letter is
submitted to you in duplicate. Please execute and return one original to us.
By:____________________
Name:__________________
Title:_________________
The undersigned, as "Depository", hereby certifies that the above described account has been
established under Account Number __________, at the office of the depository indicated above, and agrees
to honor withdrawals on such account as provided above. The full amount deposited at any time in the
account will be insured up to applicable limits by the Federal Deposit Insurance Corporation through the
Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted
Investments as defined in the Agreement.
[ ]
(name of Depository)
By:____________________
Name:__________________
Title:_________________
EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
(date)
To:___________________________
______________________________
______________________________
(the "Depository")
As "Servicer" under the Servicing Agreement, dated as of [______] 1, 2006 (the "Agreement"), we
hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.06
of the Agreement, to be designated as "BSALTA 2006-3 Escrow Account, in trust for SAMI II, Owner of
Whole Loan Mortgages, and various Mortgagors." All deposits in the account shall be subject to
withdrawal therefrom by order signed by the Servicer. You may refuse any deposit which would result in
violation of the requirement that the account be fully insured as described below. This letter is
submitted to you in duplicate. Please execute and return one original to us.
By:____________________
Name:__________________
Title:_________________
The undersigned, as "Depository", hereby certifies that the above described account has been
established under Account Number __________, at the office of the depository indicated above, and agrees
to honor withdrawals on such account as provided above. The full amount deposited at any time in the
account will be insured up to applicable limits by the Federal Deposit Insurance Corporation through the
Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted
Investments as defined in the Agreement.
[ ]
(name of Depository)
By:____________________
Name:__________________
Title:_________________
EXHIBIT D
REQUEST FOR RELEASE OF DOCUMENTS
To: Wells Fargo Bank, National Association
1015 10th Avenue S.E.
Mpls., MN55414
Attn: ________________
Re: Custodial Agreement dated as of November 30, 1999, between EMC Mortgage Corporation
and Wells Fargo Bank, National Association, as Custodian
In connection with the administration of the Mortgage Loans held by you as Custodian for the
Owner pursuant to the above-captioned Custody Agreement, we request the release, and hereby acknowledge
receipt, of the Custodian's Mortgage File for the Mortgage Loan described below, for the reason
indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
_______ 1. Mortgage Paid in Full
_______ 2. Foreclosure
_______ 3. Substitution
_______ 4. Other Liquidation (Repurchases, etc.)
_______ 5. Nonliquidation [Reason:_______________________________]
Address to which Custodian should
Deliver the Custodian's Mortgage File: __________________________________________
__________________________________________
__________________________________________
By:_______________________________________
(authorized signer)
Issuer:_____________________________________
Address:___________________________________
___________________________________
Date:______________________________________
Custodian
Wells Fargo Bank, National Association
Please acknowledge the execution of the above request by your signature and date below:
____________________________________ _________________
Signature Date
Documents returned to Custodian:
____________________________________ _________________
Custodian Date
EXHIBIT E
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME The borrower name as received in the file. Maximum length of 30 (Last, 30
It is not separated by first and last name. First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs 11
interest payment that a borrower is expected ($)
to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT The new loan payment amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6
a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the beginning of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the end of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY 10
the borrower's next payment is due to the
Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10
first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10
third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTION_CODE The standard FNMA numeric code used to Action Code Key: 2
indicate the default/delinquent status of a 15=Bankruptcy,
particular loan. 30=Foreclosure, , 60=PIF,
63=Substitution,
65=Repurchase,70=REO
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or dollar signs 11
if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount 2 No commas(,) or dollar signs 11
due at the beginning of the cycle date to be ($)
passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs 11
investors at the end of a processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs 11
the Servicer for the current cycle -- only ($)
applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable
for Scheduled/Scheduled Loans. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs 11
Servicer for the current reporting cycle -- ($)
only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The actual gross interest amount less the
service fee amount for the current reporting No commas(,) or dollar signs
ACTL_NET_INT cycle as reported by the Servicer -- only 2 ($) 11
applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs 11
prepays on his loan as reported by the ($)
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
EXHIBIT F
REPORTING DATA FOR DEFAULTED LOANS
Standard File Layout – Delinquency Reporting
(d)
(a) Column/Header Name Format
(b) Description (c) Decimal Comment
(e) SERVICER_LOAN_NBR (f) A unique number assigned to (g) (h)
a loan by the Servicer.
This may be different than
the LOAN_NBR
(i) LOAN_NBR (j) A unique identifier (k) (l)
assigned to each loan by
the originator.
(m) CLIENT_NBR (n) Servicer Client Number (o) (p)
(q) SERV_INVESTOR_NBR (r) Contains a unique number as (s) (t)
assigned by an external
servicer to identify a
group of loans in their
system.
(u) BORROWER_FIRST_NAME (v) First Name of the Borrower. (w) (x)
(y) BORROWER_LAST_NAME (z) Last name of the borrower. (aa) (bb)
(cc) PROP_ADDRESS (dd) Street Name and Number of (ee) (ff)
Property
(gg) PROP_STATE (hh) The state where the (ii) (jj)
property located.
(kk) PROP_ZIP (ll) Zip code where the property (mm) (nn)
is located.
(oo) BORR_NEXT_PAY_DUE_DATE (pp) The date that the (qq) (rr)
borrower's next payment is MM/DD/YYYY
due to the servicer at the
end of processing cycle, as
reported by Servicer.
(ss) LOAN_TYPE (tt) Loan Type (i.e. FHA, VA, (uu) (vv)
Conv)
(ww) BANKRUPTCY_FILED_DATE (xx) The date a particular (yy) (zz)
bankruptcy claim was filed. MM/DD/YYYY
(aaa) BANKRUPTCY_CHAPTER_CODE (bbb) The chapter under which the (ccc) (ddd)
bankruptcy was filed.
(eee) BANKRUPTCY_CASE_NBR (fff) The case number assigned by (ggg) (hhh)
the court to the bankruptcy
filing.
(iii) POST_PETITION_DUE_DATE (jjj) The payment due date once (kkk) (lll)
the bankruptcy has been MM/DD/YYYY
approved by the courts
(mmm) (nnn) The Date The Loan Is (ooo) (ppp)
BANKRUPTCY_DCHRG_DISM_DATE Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal,
Discharged and/or a Motion
For Relief Was Granted.
(qqq) LOSS_MIT_APPR_DATE (rrr) The Date The Loss (sss) (ttt)
Mitigation Was Approved By MM/DD/YYYY
The Servicer
(uuu) LOSS_MIT_TYPE (vvv) The Type Of Loss Mitigation (www) (xxx)
Approved For A Loan Such As;
(yyy) LOSS_MIT_EST_COMP_DATE (zzz) The Date The Loss (aaaa) (bbbb)
Mitigation /Plan Is MM/DD/YYYY
Scheduled To End/Close
(cccc) LOSS_MIT_ACT_COMP_DATE (dddd) The Date The Loss (eeee) (ffff)
Mitigation Is Actually MM/DD/YYYY
Completed
(gggg) FRCLSR_APPROVED_DATE (hhhh) The date DA Admin sends a (iiii) (jjjj)
letter to the servicer with MM/DD/YYYY
instructions to begin
foreclosure proceedings.
(kkkk) ATTORNEY_REFERRAL_DATE (llll) Date File Was Referred To (mmmm) (nnnn)
Attorney to Pursue MM/DD/YYYY
Foreclosure
(oooo) FIRST_LEGAL_DATE (pppp) Notice of 1st legal filed (qqqq) (rrrr)
by an Attorney in a MM/DD/YYYY
Foreclosure Action
(ssss) (tttt) The date by which a (uuuu) (vvvv)
FRCLSR_SALE_EXPECTED_DATE foreclosure sale is MM/DD/YYYY
expected to occur.
(wwww) FRCLSR_SALE_DATE (xxxx) The actual date of the (yyyy) (zzzz)
foreclosure sale. MM/DD/YYYY
(aaaaa) FRCLSR_SALE_AMT (bbbbb) The amount a property sold (ccccc) 2 (ddddd) No
for at the foreclosure sale. commas(,)
or
dollar
signs
($)
(eeeee) EVICTION_START_DATE (fffff) The date the servicer (ggggg) (hhhhh)
initiates eviction of the MM/DD/YYYY
borrower.
(iiiii) EVICTION_COMPLETED_DATE (jjjjj) The date the court revokes (kkkkk) (lllll)
legal possession of the MM/DD/YYYY
property from the borrower.
(mmmmm) LIST_PRICE (nnnnn) The price at which an REO (ooooo) 2 (ppppp) No
property is marketed. commas(,)
or
dollar
signs
($)
(qqqqq) LIST_DATE (rrrrr) The date an REO property is (sssss) (ttttt)
listed at a particular MM/DD/YYYY
price.
(uuuuu) OFFER_AMT (vvvvv) The dollar value of an (wwwww) 2 (xxxxx) No
offer for an REO property. commas(,)
or
dollar
signs
($)
(yyyyy) OFFER_DATE_TIME (zzzzz) The date an offer is (aaaaaa) (bbbbbb)
received by DA Admin or by MM/DD/YYYY
the Servicer.
(cccccc) REO_CLOSING_DATE (dddddd) The date the REO sale of (eeeeee) (ffffff)
the property is scheduled MM/DD/YYYY
to close.
(gggggg) REO_ACTUAL_CLOSING_DATE (hhhhhh) Actual Date Of REO Sale (iiiiii) (jjjjjj)
MM/DD/YYYY
(kkkkkk) OCCUPANT_CODE (llllll) Classification of how the (mmmmmm) (nnnnnn)
property is occupied.
(oooooo) PROP_CONDITION_CODE (pppppp) A code that indicates the (qqqqqq) (rrrrrr)
condition of the property.
(ssssss) PROP_INSPECTION_DATE (tttttt) The date a property (uuuuuu) (vvvvvv)
inspection is performed. MM/DD/YYYY
(wwwwww) APPRAISAL_DATE (xxxxxx) The date the appraisal was (yyyyyy) (zzzzzz)
done. MM/DD/YYYY
(aaaaaaa) CURR_PROP_VAL (bbbbbbb) The current "as (ccccccc) (ddddddd)
is" value of the property 2
based on brokers price
opinion or appraisal.
(eeeeeee) (fffffff) The amount the (ggggggg) (hhhhhhh)
REPAIRED_PROP_VAL property would be worth if 2
repairs are completed
pursuant to a broker's
price opinion or appraisal.
(iiiiiii) If applicable: (jjjjjjj) (kkkkkkk) (lllllll)
(mmmmmmm) (nnnnnnn) FNMA Code (ooooooo) (ppppppp)
DELINQ_STATUS_CODE Describing Status of Loan
(qqqqqqq) (rrrrrrr) The circumstances (sssssss) (ttttttt)
DELINQ_REASON_CODE which caused a borrower to
stop paying on a loan.
Code indicates the reason
why the loan is in default
for this cycle.
(uuuuuuu) (vvvvvvv) Date Mortgage (wwwwwww) (xxxxxxx)
MI_CLAIM_FILED_DATE Insurance Claim Was Filed MM/DD/YYYY
With Mortgage Insurance
Company.
(yyyyyyy) MI_CLAIM_AMT (zzzzzzz) Amount of Mortgage (aaaaaaaa) (bbbbbbbb)
Insurance Claim Filed No
commas(,)
or
dollar
signs
($)
(cccccccc) (dddddddd) Date Mortgage (eeeeeeee) (ffffffff)
MI_CLAIM_PAID_DATE Insurance Company Disbursed MM/DD/YYYY
Claim Payment
(gggggggg) (hhhhhhhh) Amount Mortgage (iiiiiiii) (jjjjjjjj)
MI_CLAIM_AMT_PAID Insurance Company Paid On 2 No
Claim commas(,)
or
dollar
signs
($)
(kkkkkkkk) (llllllll) Date Claim Was (mmmmmmmm) (nnnnnnnn)
POOL_CLAIM_FILED_DATE Filed With Pool Insurance MM/DD/YYYY
Company
(oooooooo) POOL_CLAIM_AMT (pppppppp) Amount of Claim (qqqqqqqq) (rrrrrrrr)
Filed With Pool Insurance 2 No
Company commas(,)
or
dollar
signs
($)
(ssssssss) (tttttttt) Date Claim Was (uuuuuuuu) (vvvvvvvv)
POOL_CLAIM_PAID_DATE Settled and The Check Was MM/DD/YYYY
Issued By The Pool Insurer
(wwwwwwww) (xxxxxxxx) Amount Paid On (yyyyyyyy) (zzzzzzzz)
POOL_CLAIM_AMT_PAID Claim By Pool Insurance 2 No
Company commas(,)
or
dollar
signs
($)
(aaaaaaaaa) (bbbbbbbbb) Date FHA Part A (ccccccccc) (ddddddddd)
FHA_PART_A_CLAIM_FILED_DATE Claim Was Filed With HUD MM/DD/YYYY
(eeeeeeeee) (fffffffff) Amount of FHA (ggggggggg) (hhhhhhhhh)
FHA_PART_A_CLAIM_AMT Part A Claim Filed 2 No
commas(,)
or
dollar
signs
($)
(iiiiiiiii) (jjjjjjjjj) Date HUD (kkkkkkkkk) (lllllllll)
FHA_PART_A_CLAIM_PAID_DATE Disbursed Part A Claim MM/DD/YYYY
Payment
(mmmmmmmmm) (nnnnnnnnn) Amount HUD Paid (ooooooooo) (ppppppppp)
FHA_PART_A_CLAIM_PAID_AMT on Part A Claim 2 No
commas(,)
or
dollar
signs
($)
(qqqqqqqqq) (rrrrrrrrr) Date FHA Part B (sssssssss) (ttttttttt)
FHA_PART_B_CLAIM_FILED_DATE Claim Was Filed With HUD MM/DD/YYYY
(uuuuuuuuu) (vvvvvvvvv) Amount of FHA (wwwwwwwww) (xxxxxxxxx)
FHA_PART_B_CLAIM_AMT Part B Claim Filed 2 No
commas(,)
or
dollar
signs
($)
(yyyyyyyyy) (zzzzzzzzz) Date HUD (aaaaaaaaaa) (bbbbbbbbbb)
FHA_PART_B_CLAIM_PAID_DATE Disbursed Part B Claim MM/DD/YYYY
Payment
(cccccccccc) (dddddddddd) Amount HUD Paid (eeeeeeeeee) (ffffffffff)
FHA_PART_B_CLAIM_PAID_AMT on Part B Claim 2 No
commas(,)
or
dollar
signs
($)
(gggggggggg) (hhhhhhhhhh) Date VA Claim Was (iiiiiiiiii) (jjjjjjjjjj)
VA_CLAIM_FILED_DATE Filed With the Veterans MM/DD/YYYY
Admin
(kkkkkkkkkk) (llllllllll) Date Veterans (mmmmmmmmmm) (nnnnnnnnnn)
VA_CLAIM_PAID_DATE Admin. Disbursed VA Claim MM/DD/YYYY
Payment
(oooooooooo) (pppppppppp) Amount Veterans (qqqqqqqqqq) (rrrrrrrrrr)
VA_CLAIM_PAID_AMT Admin. Paid on VA Claim 2 No
commas(,)
or
dollar
signs
($)
Exhibit 2: Standard File Codes – Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they
are consistent with industry standards. If Loss Mitigation Types other than those above are used, the
Servicer must supply Wells Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.
The Occupant Code field should show the current status of the property code as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
Exhibit 2: Standard File Codes – Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
------------------------ ---------------------------------------------------------
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
023 FNMA-Servicing problems
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
026 FNMA-Payment adjustment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
027 FNMA-Payment dispute
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
029 FNMA-Transfer of ownership pending
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
030 FNMA-Fraud
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
031 FNMA-Unable to contact borrower
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
INC FNMA-Incarceration
------------------------ ---------------------------------------------------------
Exhibit 2: Standard File Codes – Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
------------------------ -------------------------------------------------------
Status Code Status Description
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
62 Veteran's Affairs-No Bid
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
63 Veteran's Affairs-Refund
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
64 Veteran's Affairs-Buydown
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ -------------------------------------------------------
EXHIBIT G
FORM OF SERVICER CERTIFICATION
Re: The [ ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF COMPANY] (the
"Company"), certify to [the Purchaser], [the Depositor], and the [Master Servicer] [Securities
Administrator] [Trustee], and their officers, with the knowledge and intent that they will rely upon
this certification, that:
I have reviewed the servicer compliance statement of the Company provided in accordance with
Item 1123 of Regulation AB (the "Compliance Statement"), the report on assessment of the Company's
compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the "ServicingCriteria"), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934,
as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing Assessment"), the
registered public accounting firm's attestation report provided in accordance with Rules 13a-18 and
15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"), and all
servicing reports, Officer's Certificates and other information relating to the servicing of the
Mortgage Loans by the Company during 200[ ] that were delivered by the Company to the [Depositor]
[Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the
"Company Servicing Information");
Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in the light of the circumstances under which such statements were made, not misleading
with respect to the period of time covered by the Company Servicing Information;
Based on my knowledge, all of the Company Servicing Information required to be provided by the
Company under the Agreement has been provided to the [Depositor] [Master Servicer] [Securities
Administrator] [Trustee];
I am responsible for reviewing the activities performed by the Company as servicer under the
Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance
Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the
Attestation Report, the Company has fulfilled its obligations under the Agreement in all material
respects; and
The Compliance Statement required to be delivered by the Company pursuant to this Agreement,
and the Servicing Assessment and Attestation Report required to be provided by the Company and by any
Subservicer and Subcontractor pursuant to the Agreement, have been provided to the [Depositor] [Master
Servicer]. Any material instances of noncompliance described in such reports have been disclosed to the
[Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has
been disclosed in such reports.
EXHIBIT H
SUMMARY OF REGULATION AB
SERVICING CRITERIA
NOTE: This Exhibit H is provided for convenience of reference only. In the event of a conflict
or inconsistency between the terms of this Exhibit H and the text of Regulation AB, the text of
Regulation AB, its adopting release and other public statements of the SEC shall control.
Item 1122(d)
(b) General servicing considerations.
(1) Policies and procedures are instituted to monitor any performance or other
triggers and events of default in accordance with the transaction agreements.
(2) If any material servicing activities are outsourced to third parties, policies
and procedures are instituted to monitor the third party's performance and compliance with such
servicing activities.
(3) Any requirements in the transaction agreements to maintain a back-up servicer
for the mortgage loans are maintained.
(4) A fidelity bond and errors and omissions policy is in effect on the party
participating in the servicing function throughout the reporting period in the amount of coverage
required by and otherwise in accordance with the terms of the transaction agreements.
(c) Cash collection and administration.
(1) Payments on mortgage loans are deposited into the appropriate custodial bank
accounts and related bank clearing accounts no more than two business days following receipt, or such
other number of days specified in the transaction agreements.
(2) Disbursements made via wire transfer on behalf of an obligor or to an investor
are made only by authorized personnel.
(3) Advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such advances, are made, reviewed and approved
as specified in the transaction agreements.
(4) The related accounts for the transaction, such as cash reserve accounts or
accounts established as a form of overcollateralization, are separately maintained (e.g., with respect
to commingling of cash) as set forth in the transaction agreements.
(5) Each custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes of this criterion, "federally
insured depository institution" with respect to a foreign financial institution means a foreign
financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
(6) Unissued checks are safeguarded so as to prevent unauthorized access.
(7) Reconciliations are prepared on a monthly basis for all asset-backed
securities related bank accounts, including custodial accounts and related bank clearing accounts.
These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the
bank statement cutoff date, or such other number of days specified in the transaction agreements; (C)
reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain
explanations for reconciling items. These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days specified in the transaction agreements.
(d) Investor remittances and reporting.
(1) Reports to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable Commission requirements.
Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in
the transaction agreements; (B) provide information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and
number of mortgage loans serviced by the Servicer.
(2) Amounts due to investors are allocated and remitted in accordance with
timeframes, distribution priority and other terms set forth in the transaction agreements.
(3) Disbursements made to an investor are posted within two business days to the
Servicer's investor records, or such other number of days specified in the transaction agreements.
(4) Amounts remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank statements.
(e) Mortgage Loan administration.
(1) Collateral or security on mortgage loans is maintained as required by the
transaction agreements or related mortgage loan documents.
(2) Mortgage loan and related documents are safeguarded as required by the
transaction agreements.
(3) Any additions, removals or substitutions to the asset pool are made, reviewed
and approved in accordance with any conditions or requirements in the transaction agreements.
(4) Payments on mortgage loans, including any payoffs, made in accordance with the
related mortgage loan documents are posted to the Servicer's obligor records maintained no more than two
business days after receipt, or such other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage
loan documents.
(5) The Servicer's records regarding the mortgage loans agree with the Servicer's
records with respect to an obligor's unpaid principal balance.
(6) Changes with respect to the terms or status of an obligor's mortgage loans
(e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in
accordance with the transaction agreements and related mortgage loan documents.
(7) Loss mitigation or recovery actions (e.g., forbearance plans, modifications
and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated,
conducted and concluded in accordance with the timeframes or other requirements established by the
transaction agreements.
(8) Records documenting collection efforts are maintained during the period a
mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained
on at least a monthly basis, or such other period specified in the transaction agreements, and describe
the entity's activities in monitoring delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or
unemployment).
(9) Adjustments to interest rates or rates of return for mortgage loans with
variable rates are computed based on the related mortgage loan documents.
(10) Regarding any funds held in trust for an obligor (such as escrow accounts):
(A) such funds are analyzed, in accordance with the obligor's mortgage loan documents, on at least an
annual basis, or such other period specified in the transaction agreements; (B) interest on such funds
is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related
mortgage loans, or such other number of days specified in the transaction agreements.
(11) Payments made on behalf of an obligor (such as tax or insurance payments) are
made on or before the related penalty or expiration dates, as indicated on the appropriate bills or
notices for such payments, provided that such support has been received by the Servicer at least 30
calendar days prior to these dates, or such other number of days specified in the transaction agreements.
(12) Any late payment penalties in connection with any payment to be made on behalf
of an obligor are paid from the Servicer's funds and not charged to the obligor, unless the late payment
was due to the obligor's error or omission.
(13) Disbursements made on behalf of an obligor are posted within two business days
to the obligor's records maintained by the Servicer, or such other number of days specified in the
transaction agreements.
(14) Delinquencies, charge-offs and uncollectable accounts are recognized and
recorded in accordance with the transaction agreements.
(15) Any external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
EXHIBIT I
SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE: This Exhibit I is provided for convenience of reference only. In the event of a conflict
or inconsistency between the terms of this Exhibit I and the text of Regulation AB, the text of
Regulation AB, its adopting release and other public statements of the SEC shall control.
Item 1108(b) and (c)
Provide the following information with respect to each servicer that will service, including
interim service, 20% or more of the mortgage loans in any loan group in the securitization issued in the
Pass-Through Transfer:
-a description of the Owner's form of organization;
-a description of how long the Servicer has been servicing residential mortgage loans; a
general discussion of the Servicer's experience in servicing assets of any type as well as a more
detailed discussion of the Servicer's experience in, and procedures for the servicing function it will
perform under this Agreement and any Reconstitution Agreements; information regarding the size,
composition and growth of the Servicer's portfolio of mortgage loans of the type similar to the Mortgage
Loans and information on factors related to the Servicer that may be material to any analysis of the
servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including whether
any default or servicing related performance trigger has occurred as to any other securitization due to
any act or failure to act of the Servicer, whether any material noncompliance with applicable servicing
criteria as to any other securitization has been disclosed or reported by the Servicer, and the extent
of outsourcing the Servicer uses;
-a description of any material changes to the Servicer's policies or procedures in the
servicing function it will perform under this Agreement and any Reconstitution Agreements for mortgage
loans of the type similar to the Mortgage Loans during the past three years;
-information regarding the Servicer's financial condition to the extent that there is a
material risk that the effect on one or more aspects of servicing resulting from such financial
condition could have a material impact on the performance of the securities issued in the Pass-Through
Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;
-any special or unique factors involved in servicing loans of the same type as the Mortgage
Loans, and the Servicer's processes and procedures designed to address such factors;
-statistical information regarding principal and interest advances made by the Servicer on the
Mortgage Loans and the Servicer's overall servicing portfolio for the past three years; and
-the Owner's process for handling delinquencies, losses, bankruptcies and recoveries, such as
through liquidation of REO Properties, foreclosure, sale of the Mortgage Loans or workouts.
Item 1117
-describe any legal proceedings pending against the Servicer or against any of its property,
including any proceedings known to be contemplated by governmental authorities, that may be material to
the holders of the securities issued in the Pass-Through Transfer.
Item 1119(a)
-describe any affiliations of the Servicer, each other originator of the Mortgage Loans and
each Subservicer with the sponsor, depositor, issuing entity, trustee, any originator, any other
servicer, any significant obligor, enhancement or support provider or any other material parties related
to the Pass-Through Transfer.
Item 1119(b)
-describe any business relationship, agreement, arrangement, transaction or understanding
entered into outside of the ordinary course of business or on terms other than those obtained in an
arm's length transaction with an unrelated third party, apart from the Pass-Through Transfer, between the
Servicer, each other originator of the Mortgage Loans and each Subservicer, or their respective
affiliates, and the sponsor, depositor or issuing entity or their respective affiliates, that exists
currently or has existed during the past two years, that may be material to the understanding of an
investor in the securities issued in the Pass-Through Transfer.
Item 1119(c)
-describe any business relationship, agreement, arrangement, transaction or understanding
involving or relating to the Mortgage Loans or the Pass-Through Transfer, including the material terms
and approximate dollar amount involved, between the Servicer, each other originator of the Mortgage
Loans and each Subservicer, or their respective affiliates and the sponsor, depositor or issuing entity
or their respective affiliates, that exists currently or has existed during the past two years.
EXHIBIT J
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
SERVICING CRITERIA TO BE ADDRESSED
IN ASSESSMENT OF COMPLIANCE
(RMBS unless otherwise noted)
Key:
X - obligation
Where there are multiple checks for criteria the attesting party will identify in their
management assertion that they are attesting only to the portion of the distribution chain they are
responsible for in the related transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
RegAB Reference Servicing Criteria Servicers
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
General Servicing Considerations
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and X
events of default in accordance with the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and X
procedures are instituted to monitor the third party's performance and compliance with such
servicing activities.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
Any requirements in the transaction agreements to maintain a back-up servicer for the Pool
1122(d)(1)(iii) Assets are maintained.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in X
the servicing function throughout the reporting period in the amount of coverage required by
and otherwise in accordance with the terms of the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
Cash Collection and Administration
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(2)(i) Payments on pool assets are deposited into the appropriate custodial bank accounts and X
related bank clearing accounts no more than two business days following receipt, or such
other number of days specified in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only X
1122(d)(2)(ii) by authorized personnel.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
Advances of funds or guarantees regarding collections, cash flows or distributions, and any X
interest or other fees charged for such advances, are made, reviewed and approved as
1122(d)(2)(iii) specified in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
The related accounts for the transaction, such as cash reserve accounts or accounts X
established as a form of over collateralization, are separately maintained (e.g., with
1122(d)(2)(iv) respect to commingling of cash) as set forth in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
Each custodial account is maintained at a federally insured depository institution as set X
forth in the transaction agreements. For purposes of this criterion, "federally insured
depository institution" with respect to a foreign financial institution means a foreign
financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities
1122(d)(2)(v) Exchange Act.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. X
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank X
accounts, including custodial accounts and related bank clearing accounts. These
reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after
the bank statement cutoff date, or such other number of days specified in the transaction
agreements; (C) reviewed and approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items. These reconciling items
are resolved within 90 calendar days of their original identification, or such other number
of days specified in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
Investor Remittances and Reporting
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in X
accordance with the transaction agreements and applicable Commission requirements.
Specifically, such reports (A) are prepared in accordance with timeframes and other terms
set forth in the transaction agreements; (B) provide information calculated in accordance
with the terms specified in the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with investors' or the trustee's
records as to the total unpaid principal balance and number of Pool Assets serviced by the
Servicer.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
Amounts due to investors are allocated and remitted in accordance with timeframes, X
1122(d)(3)(ii) distribution priority and other terms set forth in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
Disbursements made to an investor are posted within two business days to the Servicer's X
1122(d)(3)(iii) investor records, or such other number of days specified in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
Amounts remitted to investors per the investor reports agree with cancelled checks, or other X
1122(d)(3)(iv) form of payment, or custodial bank statements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
Pool Asset Administration
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(i) Collateral or security on pool assets is maintained as required by the transaction X
agreements or related pool asset documents.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(ii) Pool assets and related documents are safeguarded as required by the transaction agreements X
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved X
in accordance with any conditions or requirements in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance with the related pool X
asset documents are posted to the Servicer's obligor records maintained no more than two
business days after receipt, or such other number of days specified in the transaction
agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance
with the related pool asset documents.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
The Servicer's records regarding the pool assets agree with the Servicer's records with X
1122(d)(4)(v) respect to an obligor's unpaid principal balance.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
Changes with respect to the terms or status of an obligor's pool assets (e.g., loan X
modifications or re-agings) are made, reviewed and approved by authorized personnel in
1122(d)(4)(vi) accordance with the transaction agreements and related pool asset documents.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in X
lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted
and concluded in accordance with the timeframes or other requirements established by the
1122(d)(4)(vii) transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a pool asset is X
delinquent in accordance with the transaction agreements. Such records are maintained on at
least a monthly basis, or such other period specified in the transaction agreements, and
describe the entity's activities in monitoring delinquent pool assets including, for
example, phone calls, letters and payment rescheduling plans in cases where delinquency is
deemed temporary (e.g., illness or unemployment).
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets with variable rates are X
computed based on the related pool asset documents.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds X
are analyzed, in accordance with the obligor's pool asset documents, on at least an annual
basis, or such other period specified in the transaction agreements; (B) interest on such
funds is paid, or credited, to obligors in accordance with applicable pool asset documents
and state laws; and (C) such funds are returned to the obligor within 30 calendar days of
full repayment of the related pool assets, or such other number of days specified in the
transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or X
before the related penalty or expiration dates, as indicated on the appropriate bills or
notices for such payments, provided that such support has been received by the servicer at
least 30 calendar days prior to these dates, or such other number of days specified in the
1122(d)(4)(xi) transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
Any late payment penalties in connection with any payment to be made on behalf of an obligor X
are paid from the Servicer's funds and not charged to the obligor, unless the late payment
1122(d)(4)(xii) was due to the obligor's error or omission.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
Disbursements made on behalf of an obligor are posted within two business days to the X
obligor's records maintained by the servicer, or such other number of days specified in the
1122(d)(4)(xiii) transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in X
1122(d)(4)(xiv) accordance with the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
--------------------- ---------------------------------------------------------------------------------------------- --------------
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item
1122(d)(4)(xv) 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
--------------------- ---------------------------------------------------------------------------------------------- --------------
[NAME OF OWNER] [NAME OF SUBSERVICER]
Date: _________________________
By: _________________________
Name:
Title:
EXHIBIT K
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332– Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate
line items. Claim packages are due within 90 days of liquidation. Late submissions may result
in claims not being passed until the following month. The Servicer is responsible to remit all
funds pending loss approval and /or resolution of any disputed items.
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an
Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been
earned if all delinquent payments had been made as agreed. For documentation, an
Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan
as calculated on a monthly basis. For documentation, an Amortization Schedule from date
of default through liquidation breaking out the net interest and servicing fees
advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances – see page 2 of 332 form - breakdown
required showing period
of coverage, base tax, interest, penalty. Advances prior to default
require evidence of servicer efforts to recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's
approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions
and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b)
for Part B/Supplemental proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a
realized gain, show the amount in parenthesis ( ).
Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------------------- -------------------------------------- --------------------------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------------------- -------------------------------------- --------------------------------------------
WELLS FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge
Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ ______________ (1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________ (6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________(12)
Total Expenses $ _______________(13)
Credits:
(14) Escrow Balance $ _______________(14)
(15) HIP Refund ________________ (15)
(16) Rental Receipts ________________ (16)
(17) Hazard Loss Proceeds ________________ (17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________ (18a)
HUD Part A
________________ (18b) HUD Part B
(19) Pool Insurance Proceeds ________________ (19)
(20) Proceeds from Sale of Acquired Property ________________ (20)
(21) Other (itemize) ________________ (21)
_________________________________________ ________________ (21)
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
Escrow Disbursement Detail
------------------ --------------- ------------------ ---------------- --------------- -------------------- ------------------
Type Date Period Total Base Penalties Interest
Paid of Coverage Paid Amount
(Tax
/Ins.)
------------------ --------------- ------------------ ---------------- --------------- -------------------- ------------------
------------------ --------------- ------------------ ---------------- --------------- -------------------- ------------------
EXHIBITS
Schedule A Mortgage Loan Schedule
Exhibit A Acknowledgement Agreement
Exhibit B Custodial Account Letter Agreement
Exhibit C Escrow Account Letter Agreement
Exhibit D Form of Request for Release
Exhibit E Loan Level Format for Tape Input
Exhibit F Reporting Data for Defaulted Loans
THIS IS A SUBSERVICING AGREEMENT, dated as of August 1, 2002, and is executed between EMC Mortgage Corporation (the “Owner”)
and Alliance Mortgage Company (the “Servicer”).
W I T N E S S E T H :
WHEREAS, the Servicer has agreed to service, from time to time, certain of the other mortgage loans acquired by the Owner,
which loans are currently being serviced by other servicers pursuant to other servicing agreements.
WHEREAS, the Owner and the Servicer desire that, from and after the date hereof, the Mortgage Loans which from time to time
are subject to this Agreement be serviced in accordance with the terms and provisions of this Agreement instead of the existing
servicing agreements.
WHEREAS, the Owner has approached Wells Fargo Bank Minnesota, National Association (the “Master Servicer”) to supervise the
servicing of the Mortgage Loans on behalf of the Owner.
WHEREAS, the Owner and the Servicer intend that the Master Servicer is an intended third party beneficiary of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Owner and the Servicer agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01.00 Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have
the following meaning specified in this Article:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices (including
collection procedures) that are in accordance with the Fannie Mae Guide.
Acknowledgement Agreement: An acknowledgement agreement attached hereto in the form of Exhibit A.
Adjustment Date: As to each ARM Loan, the date on which the Mortgage Interest Rate is adjusted in accordance with
the terms of the related Mortgage Note.
Agreement: This Subservicing Agreement including all exhibits hereto, amendments hereof and supplements hereto.
ARM Loans: First lien, conventional, 1-4 family residential Mortgage Loans with interest rates which adjust from
time to time in accordance with the related Index and are subject to Periodic Rate Caps and Lifetime Rate Caps and which may permit
conversion to fixed interest rates.
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a legal holiday in the State of New York or the
jurisdiction in which the Servicer conducts its servicing activities, or (iii) a day on which banks in the State of New York or the
jurisdiction in which the Servicer conducts its servicing activities are authorized or obligated by law or executive order to be
closed.
Code: The Internal Revenue Code of 1986, as it may be amended from time to time, or any successor statute thereto,
and applicable U.S. Department of the Treasury regulations issued pursuant thereto.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or
temporary, partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released
to a Mortgagor in accordance with the terms of the related Mortgage Loan Documents.
Custodial Account: The separate demand account or accounts created and maintained pursuant to Section 4.04 which
shall be entitled “[Servicer] Custodial Account in trust for [Owner], Owner of Whole Loan Mortgages and various Mortgagors” and shall
be established at a Qualified Depository, each of which accounts shall in no event contain funds in excess of the FDIC insurance
limits.
Custodian: Wells Fargo Bank Minnesota, National Association, or such other custodian as Owner shall designate.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately preceding
such 15th day) of the month of the Remittance Date.
Due Date: Each day on which payments of principal and interest are required to be paid in accordance with the
terms of the related Mortgage Note, exclusive of any days of grace.
Due Period: With respect to any Remittance Date, the period commencing on the second day of the month preceding
the month of such Remittance Date and ending on the first day of the month of the Remittance Date.
Escrow Account: The separate trust account or accounts created and maintained pursuant to Section 4.06 which shall
be entitled “[Servicer] Escrow Account, in trust for [Owner], Owner of Whole Loan Mortgages and various Mortgagors” and shall be
established at a Qualified Depository, each of which accounts shall in no event contain funds in excess of the FDIC insurance limits.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments,
water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges,
and any other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.
Fannie Mae: Fannie Mae, or any successor thereto.
Fannie Mae Guide: The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments or additions
thereto.
Fidelity Bond: A fidelity bond to be maintained by the Servicer pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended from time to time.
Freddie Mac: The Federal Home Loan Mortgage Corporation, or any successor thereto.
Freddie Mac Guide: The Freddie Mac Selling Guide and the Freddie Mac Servicing Guide and all amendments or
additions thereto.
Full Principal Prepayment: A Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage
Loan.
GAAP: Generally accepted accounting procedures, consistently applied.
HUD: The United States Department of Housing and Urban Development or any successor.
Index: With respect to each ARM Loan, on the related Adjustment Date, the index used to determine the Mortgage
Interest Rate on each such ARM Loan.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan
or the related Mortgaged Property.
Lifetime Rate Cap: With respect to each ARM Loan, the maximum Mortgage Interest Rate over the term of such
Mortgage Loan, as specified in the related Mortgage Note.
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether
through the sale or assignment of such Mortgage Loan, trustee’s sale, foreclosure sale or otherwise, other than amounts received
following the acquisition of an REO Property pursuant to Section 4.13.
Margin: With respect to each ARM Loan, the fixed percentage amount set forth in each related Mortgage Note which is
added to the Index in order to determine the related Mortgage Interest Rate.
Master Servicer: Wells Fargo Bank Minnesota, National Association, its successors in interest and assigns, or any
successor thereto designated by the Owner.
Monthly Advance: The aggregate of the advances made by the Servicer on any Remittance Date pursuant to Section
5.03.
Monthly Payment: With respect to each Mortgage Loan, the scheduled monthly payment of principal and interest
thereon which is payable by the related Mortgagor under the related Mortgage Note.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on an
unsubordinated estate in fee simple in real property securing the Mortgage Note.
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan in accordance with the
provisions of the related Mortgage Note, and in the case of an ARM Loan, as adjusted from time to time on each Adjustment Date for
such Mortgage Loan to equal the Index for such Mortgage Loan plus the Margin for such Mortgage Loan, and subject to the limitations
on such interest rate imposed by the Periodic Rate Cap and the Lifetime Rate Cap.
Mortgage Loan: An individual Mortgage Loan described herein and as further identified on the Mortgage Loan
Schedule, which Mortgage Loan includes without limitation the Mortgage Loan Documents, the Monthly Payments, Principal Prepayments,
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds
and obligations arising from or in connection with such Mortgage Loan.
Mortgage Loan Documents: The original mortgage loan legal documents held by the Custodian.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the
Owner, which shall be equal to the related Mortgage Interest Rate minus the Servicing Fee Rate.
Mortgage Loan Schedule: The initial group of Mortgage Loans being specifically identified on Schedule A attached
hereto; it being agreed that Schedule A may be supplemented from time to time by agreement of the parties to add additional Mortgage
Loans pursuant to an Acknowledgement Agreement.
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.
Mortgaged Property: The underlying real property securing repayment of a Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
Nonrecoverable Advance: Any advance previously made by the Servicer pursuant to Section 5.03 or any Servicing
Advance which, in the good faith judgment of the Servicer, may not be ultimately recoverable by the Servicer from Liquidation
Proceeds. The determination by the Servicer that is has made a Nonrecoverable Advance, shall be evidenced by an Officer’s
Certificate of the Servicer delivered to the Owner and detailing the reasons for such determination.
Officers’ Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the
President, a Senior Vice President or a Vice President or by the Treasurer or the Secretary or one of the Assistant Treasurers or
Assistant Secretaries of the Servicer, and delivered to the Owner as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an employee of the party on behalf of whom the opinion
is being given, reasonably acceptable to the Owner.
Owner: EMC Mortgage Corporation, its successors in interest and assigns (including the Trustee in connection with a
Pass-Through Transfer).
Partial Principal Prepayment: A Principal Prepayment by a Mortgagor of a partial principal balance of a Mortgage
Loan.
Pass-Through Transfer: The sale or transfer of same or all of the Mortgage Loans to a trust as part of a publicly
issued or privately placed, rated or unrated Mortgage pass-through transaction.
Periodic Rate Cap: With respect to each ARM Loan, the maximum increase or decrease in the Mortgage Interest Rate on
any Adjustment Date.
Permitted Investments: Any one or more of the following obligations or securities:
(i) direct obligations of, and obligations the timely payment of which are fully guaranteed by the United
States of America or any agency or instrumentality of the United States of America the obligations of which are
backed by the full faith and credit of the United States of America;
(ii) (a) demand or time deposits, federal funds or bankers’ acceptances issued by any depository institution or
trust company incorporated under the laws of the United States of America or any state thereof (including any
Trustee or the Master Servicer) and subject to supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or the short-term deposit rating and/or the long-term unsecured
debt obligations or deposits of such depository institution or trust company at the time of such investment or
contractual commitment providing for such investment are rated in one of the two highest rating categories by each
Rating Agency and (b) any other demand or time deposit or certificate of deposit that is fully insured by the
Federal Deposit Insurance Corporation;
(iii) repurchase obligations with respect to (a) any security described in clause (i) above or (b) any other
security issued or guaranteed by an agency or instrumentality of the United States of America, the obligations of
which are backed by the full faith and credit of the United States of America, in either case entered into with a
depository institution or trust company (acting as principal) described in clause (ii)(a) above;
(iv) securities bearing interest or sold at a discount issued by any corporation (including any Trustee or the
Master Servicer) incorporated under the laws of the United States of America or any state thereof that are rated in
one of the two highest rating categories by each Rating Agency at the time of such investment or contractual
commitment providing for such investment; provided, however, that securities issued by any particular corporation
will not be Permitted Investments to the extent that investments therein will cause the then outstanding principal
amount of securities issued by such corporation and held as Permitted Investments to exceed 10% of the aggregate
outstanding principal balances and amounts of all the Permitted Investments;
(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations
payable on demand or on a specified date not more than one year after the date of issuance thereof) which are rated
in one of the two highest rating categories by each Rating Agency at the time of such investment;
(vi) any other demand, money market or time deposit, obligation, security or investment as may be acceptable to
each Rating Agency; and
(vii) any money market funds the collateral of which consists of obligations fully guaranteed by the United
States of America or any agency or instrumentality of the United States of America the obligations of which are
backed by the full faith and credit of the United States of America (which may include repurchase obligations
secured by collateral described in clause (i)) and other securities (including money market or common trust funds
for which any Trustee or the Master Servicer or any affiliate thereof acts as a manager or an advisor) and which
money market funds are rated in one of the two highest rating categories by each Rating Agency;
provided, however, that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to
receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of
both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par.
Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, limited
liability company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Prepayment Interest Shortfall: The sum of the differences between interest actually received in a Due Period as a
result of a full or partial prepayment or other unscheduled receipt of principal (including as a result of a liquidation) on each
Mortgage Loan as to which such a payment is received and the interest portion of the Monthly Payment of such Mortgage Loan scheduled
to be due at the applicable Mortgage Loan Remittance Rate.
Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance, or any replacement policy therefor
obtained by the Servicer pursuant to Section 4.08.
Prime Rate: The prime rate of U.S. money center banks as published from time to time in The Wall Street Journal.
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan, full or partial, which is
received in advance of its scheduled Due Date, including any prepayment penalty or premium thereon and which is not accompanied by an
amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of
prepayment.
Qualified Appraiser: An appraiser, duly appointed by the Servicer, who had no interest, direct or indirect in the
Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, which appraiser and the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA
and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.
Qualified Depository: (a) The Custodian or (b) a depository, the accounts of which are insured by the FDIC and the
short term debt ratings and the long term deposit ratings of which are rated in one of the two highest rating categories by each of
the Rating Agencies.
Qualified Insurer: An insurance company duly qualified as such under the laws of the states in which the Mortgaged
Properties are located, duly authorized and licensed in such states to transact the applicable insurance business and to write the
insurance provided, approved as an insurer by Fannie Mae and Freddie Mac.
Rating Agency: Standard & Poor’s Ratings Service, a division of The McGraw Hill Companies Inc., Moody’s Investors
Service, Inc. and Fitch, Inc.
REMIC: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.
REMIC Provisions: The provisions of the Federal income tax law relating to a REMIC, which appear at Section 860A
through 860G of Subchapter M of Chapter 1, Subtitle A of the Code, and related provisions, and regulations, rulings or pronouncements
promulgated thereunder, as the foregoing may be in effect from time to time.
Remittance Date: The 18th day of any month, or if such 18th day is not a Business Day, the first Business Day
immediately preceding such 18th day. The first Remittance Date shall occur on August 18, 2002.
REO Disposition: The final sale by the Servicer of any REO Property.
REO Disposition Proceeds: Amounts received by the Servicer in connection with a related REO Disposition.
REO Property: A Mortgaged Property acquired by the Servicer on behalf of the Owner as described in Section 4.13.
Servicer: Alliance Mortgage Company, or any of its successors in interest or any successor under this Agreement
appointed as herein provided.
Servicing Advances: All customary, reasonable and necessary “out of pocket” costs and expenses (including
reasonable attorneys’ fees and disbursements) incurred in the performance by the Servicer of its servicing obligations relating to
each Mortgage Loan, including, but not limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged
Property, (b) any enforcement, administrative or judicial proceedings, or any legal work or advice specifically related to servicing
the Mortgage Loans, including but not limited to, foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures
by subordinate or superior lienholders, and other legal actions incidental to the servicing of the Mortgage Loans (provided that such
expenses are reasonable and that the Servicer specifies the Mortgage Loan(s) to which such expenses relate), (c) the management and
liquidation of the Mortgaged Property if the Mortgaged Property is acquired in full or partial satisfaction of the Mortgage, (d)
taxes, assessments, water rates, sewer rates and other charges which are or may become a lien upon the Mortgaged Property, and
Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage and (e) compliance with the obligations under
Section 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Owner shall pay to the
Servicer, which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the applicable Servicing Fee
Rate and (b) the outstanding principal balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of
the same principal amount and period respecting which any related interest payment on a Mortgage Loan is computed. The obligation of
the Owner to pay the Servicing Fee is limited to, and the Servicing Fee is payable from the interest portion of such Monthly Payment
collected by the Servicer or as otherwise provided under Section 4.05.
Servicing Fee Rate: A rate per annum equal to (i) 0.05% with respect to each Mortgage Loan which is less than
ninety days delinquent and (ii) 0.375% with respect to each Mortgage Loan which is ninety or more days delinquent.
Servicing File: The documents, records and other items pertaining to a particular Mortgage Loan, and any additional
documents relating to such Mortgage Loan as are in, or as may from time to time come into, the Servicer’s possession.
Servicing Officer: Any officer of the Servicer involved in, or responsible for, the administration and servicing of
the Mortgage Loans whose name appears on a list of servicing officers furnished by the Servicer to the Owner upon request, as such
list may from time to time be amended.
Servicing Transfer Date: With respect to each Mortgage Loan, the date on which the Owner transfers the servicing of
the related Mortgage Loan to the Servicer.
Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of
such Mortgage Loan after giving effect to payments of principal due, whether or not received, minus (ii) all amounts previously
distributed to the Owner with respect to the Mortgage Loan representing Principal Prepayments.
Trustee: The Person appointed as trustee in connection with any Pass-Through Transfer.
Whole Loan Transfer: The sale or transfer of some or all of the ownership interest in the Mortgage Loans by the
Owner to one or more third parties in whole loan or participation format, which third party may be Fannie Mae or Freddie Mac.
ARTICLE II
SERVICING OF MORTGAGE LOANS; POSSESSION OF SERVICING FILES; BOOKS AND RECORDS; DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01 Servicing of Mortgage Loans.
The Servicer does hereby agree to service the Mortgage Loans, but subject to the
terms of this Agreement. The Servicer shall deliver an Acknowledgement Agreement to the Owner on each Servicing Transfer Date with
respect to the Mortgage Loans transferred on such date. The rights of the Owner to receive payments with respect to the Mortgage
Loans shall be as set forth in this Agreement.
Section 2.02 Maintenance of Servicing Files.
The Servicer shall maintain a Servicing File consisting of all documents necessary to service the Mortgage Loans.
The possession of each Servicing File by the Servicer is for the sole purpose of servicing the Mortgage Loan, and such retention and
possession by the Servicer is in a custodial capacity only. The Servicer acknowledges that the ownership of each Mortgage Loan,
including the Note, the Mortgage, all other Mortgage Loan Documents and all rights, benefits, proceeds and obligations arising
therefrom or in connection therewith, has been vested in the Owner. All rights arising out of the Mortgage Loans including, but not
limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage
Loans prepared by or which come into the possession of the Servicer shall be received and held by the Servicer in trust for the
exclusive benefit of the Owner as the owner of the related Mortgage Loans. Any portion of the related Servicing Files retained by
the Servicer shall be appropriately identified in the Servicer’s computer system to clearly reflect the ownership of the related
Mortgage Loans by the Owner. The Servicer shall release its custody of the contents of the related Servicing Files only in
accordance with written instructions of the Owner, except when such release is required as incidental to the Servicer’s servicing of
the Mortgage Loans, such written instructions shall not be required.
Section 2.03 Books and Records.
The Servicer shall be responsible for maintaining, and shall maintain, a complete set of books and records for the
Mortgage Loans which shall be appropriately identified in the Servicer’s computer system to clearly reflect the ownership of the
Mortgage Loan by the Owner. In particular, the Servicer shall maintain in its possession, available for inspection by the Owner, or
its designee and shall deliver to the Owner upon demand, evidence of compliance with all federal, state and local laws, rules and
regulations, and requirements of Fannie Mae or Freddie Mac, as applicable, including but not limited to documentation as to the
method used in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the
Mortgaged Property, documentation evidencing insurance coverage and eligibility of any condominium project for approval by Fannie Mae
and periodic inspection reports as required by Section 4.13. To the extent that original documents are not required for purposes of
realization of Liquidation Proceeds or Insurance Proceeds, documents maintained by the Servicer may be in the form of microfilm or
microfiche or such other reliable means of recreating original documents, including but not limited to, optical imagery techniques so
long as the Servicer complies with the requirements of the Fannie Mae Guide.
The Servicer shall maintain with respect to each Mortgage Loan and shall make available for inspection by any Owner
or its designee the related Servicing File (or copies thereof) during the time the Owner retains ownership of a Mortgage Loan and
thereafter in accordance with applicable laws and regulations.
Section 2.04 Transfer of Mortgage Loans.
No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the
purposes of this Agreement, the Servicer shall be under no obligation to deal with any person with respect to this Agreement or any
Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Servicer in accordance with this
Section 2.04. The Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans in
accordance with Sections 10.02 and 11.12, provided, however, that the transferee will not be deemed to be an Owner hereunder binding
upon the Servicer unless such transferee shall agree in writing to be bound by the terms of this Agreement and an assignment and
assumption of this Agreement reasonably acceptable to the Servicer (except as provided in Section 10.02 with respect to a
Pass-Through transfer by the initial Owner). The Owner also shall advise the Servicer in writing of the transfer. Upon receipt of
notice of the permitted transfer, the Servicer shall mark its books and records to reflect the ownership of the Mortgage Loans of
such assignee, and shall release the previous Owner from its obligations hereunder with respect to the Mortgage Loans sold or
transferred.
Section 2.05 Delivery of Mortgage Loan Documents.
The Servicer shall forward to the Custodian on behalf of the Owner original documents evidencing an assumption,
modification, consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 promptly after
their execution; provided, however, that the Servicer shall provide the Custodian on behalf of the Owner with a certified true copy
of any such document submitted for recordation promptly after its execution, and shall provide the original of any document submitted
for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the
original within 180 days of its execution. If delivery is not completed within 180 days solely due to delays in making such delivery
by reason of the fact that such documents shall not have been returned by the appropriate recording office, the Servicer shall
continue to use its best efforts to effect delivery as soon as possible thereafter.
From time to time the Servicer may have a need for Mortgage Loan Documents to be released by the Custodian. If the
Servicer shall require any of the Mortgage Loan Documents, the Servicer shall notify the Custodian in writing of such request in the
form of the request for release attached hereto as Exhibit D. The Custodian shall deliver to the Servicer within five (5) Business
Days, any requested Mortgage Loan Document previously delivered to the Custodian, provided that such documentation is promptly
returned to the Custodian when the Servicer no longer requires possession of the document, and provided that during the time that any
such documentation is held by the Servicer, such possession is in trust for the benefit of the Owner.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SERVICER
The Servicer represents, warrants and covenants to the Owner that as of the date hereof or as of such date
specifically provided herein:
(a) The Servicer is a validly existing corporation in good standing under the laws of the state of its organization and is
qualified to transact business in, is in good standing under the laws of, and possesses all authority necessary for the conduct of
its business in, each state in which any Mortgaged Property is located or is otherwise exempt or not required under applicable law to
effect such qualification or license and no demand for such qualification or license has been made upon the Servicer by any such
state, and in any event the Servicer is in compliance with the laws of each such State to the extent necessary to ensure the
enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement;
(b) The Servicer has full power and authority to execute, deliver and perform, and to enter into and consummate all
transactions contemplated by this Agreement and to conduct its business as presently conducted, has duly authorized the execution,
delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes a legal,
valid and binding obligation of the Servicer, enforceable against it in accordance with its terms subject to bankruptcy laws and
other similar laws of general application affecting rights of creditors and subject to the application of the rules of equity,
including those respecting the availability of specific performance;
(c) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and
hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with any of the terms,
conditions or provisions of the Servicer’s articles of incorporation or by-laws or materially conflict with or result in a material
breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the Servicer is
now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in
the material violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject;
(d) There is no litigation pending or, to the Servicer’s knowledge, threatened with respect to the Servicer which is
reasonably likely to have a material adverse effect on the execution, delivery or enforceability of this Agreement, or which is
reasonably likely to have a material adverse effect on the financial condition of the Servicer;
(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Servicer of or compliance by the Servicer with this Agreement or the consummation of the transactions
contemplated by this Agreement except for consents, approvals, authorizations and orders which have been obtained;
(f) The Servicer is an approved seller/servicer of residential mortgage loans for Fannie Mae and Freddie Mac. The Servicer
is in good standing to service mortgage loans for Fannie Mae and Freddie Mac and no event has occurred which would make the Servicer
unable to comply with eligibility requirements or which would require notification to either Fannie Mae or Freddie Mac;
(g) No written statement, report or other document furnished or to be furnished pursuant to the Agreement contains or will
contain any statement that is or will be inaccurate or misleading in any material respect or omits to state a material fact required
to be stated therein or necessary to make the information and statements therein not misleading; and
(h) No fraud or misrepresentation of a material fact with respect to the servicing of a Mortgage Loan has taken place on
the part of the Servicer.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01 Servicer to Act as Servicer.
The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with
this Agreement and with Accepted Servicing Practices (giving due consideration to the Owner’s reliance on the Servicer), and shall
have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and
administration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement and with Accepted
Servicing Practices and shall exercise the same care that it customarily employs for its own account. Except as set forth in this
Agreement, the Servicer shall service the Mortgage Loans in accordance with Accepted Servicing Practices in compliance with the
servicing provisions of the Fannie Mae Guide, which include, but are not limited to, provisions regarding the liquidation of Mortgage
Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard
insurance with a Qualified Insurer, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration
of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, and title insurance, management of
REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments
of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Loan Documents, annual statements, and examination
of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of
this Agreement and any of the servicing provisions of the Fannie Mae Guide, the provisions of this Agreement shall control and be
binding upon the Owner and the Servicer. The Owner may, at its option, deliver powers-of-attorney to the Servicer sufficient to
allow the Servicer as servicer to execute all documentation requiring execution on behalf of Owner with respect to the servicing of
the Mortgage Loans, including satisfactions, partial releases, modifications and foreclosure documentation or, in the alternative,
shall as promptly as reasonably possible, execute and return such documentation to the Servicer.
Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or
consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s reasonable and
prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Owner, provided,
however, that unless the Servicer has obtained the prior written consent of the Owner, the Servicer shall not permit any modification
with respect to any Mortgage Loan that would change the Mortgage Interest Rate, forgive the payment of principal or interest, reduce
or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such
Mortgage Loan. In the event of any such modification which has been agreed to in writing by the Owner and which permits the deferral
of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the related
Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from
its own funds, in accordance with Section 4.04 and Section 5.03, the difference between (a) such month’s principal and one month’s
interest at the related Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid
by the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to the same extent as for all other advances
pursuant to Section 4.05. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and
empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation, or of partial or full release, discharge
and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties.
Notwithstanding anything in this Agreement to the contrary, in the event of a Principal Prepayment in full or in
part, the Servicer may not waive any prepayment penalty or portion thereof required by the terms of the related Mortgage Note unless
(i) the enforceability thereof is limited (A) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to
creditors’ rights generally or (B) due to acceleration in connection with a foreclosure or other involuntary payment, or (ii) the
enforceability is otherwise limited or prohibited by applicable law. If the Servicer waives or does not collect all or a portion of
a prepayment penalty relating to a Principal Prepayment in full or in part due to any action or omission of the Servicer, other than
as provided above, the Servicer shall deposit the amount of such prepayment penalty (or such portion thereof as had been waived for
deposit) into the Custodial Account for distribution in accordance with the terms of this Agreement.
Notwithstanding anything in this Agreement to the contrary, if a REMIC election is made, the Servicer shall not
(unless the related mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer,
reasonably foreseeable) make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (i)
effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated
thereunder) and (ii) cause the related REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited
transactions" or "contributions" after the "startup date" of such REMIC under the REMIC Provisions.
The Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any
such servicing responsibilities on its behalf, but the use by the Servicer of a subservicer shall not release the Servicer from any
of its obligations hereunder and the Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as
fully as if such acts and omissions were those of the Servicer. Any such subservicer must be a Fannie Mae approved seller/servicer
or a Freddie Mac seller/servicer in good standing and no event shall have occurred, including but not limited to, a change in
insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by Fannie Mae or for
seller/servicers by Freddie Mac, or which would require notification to Fannie Mae or Freddie Mac. The Servicer shall pay all fees
and expenses of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee.
At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer
shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be
performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained
herein shall be deemed to prevent or prohibit the Servicer, at the Servicer’s option, from electing to service the related Mortgage
Loans itself. In the event that the Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section
8.04, 9.01 or 10.01, and if requested to do so by the Owner, the Servicer shall at its own cost and expense terminate the rights and
responsibilities of each subservicer effective as of the date of termination of the Servicer. The Servicer shall pay all fees,
expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Servicer’s own
funds without reimbursement from the Owner.
Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Servicer
and a subservicer or any reference herein to actions taken through a subservicer or otherwise, the Servicer shall not be relieved of
its obligations to the Owner and shall be obligated to the same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into an agreement with a subservicer for
indemnification of the Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.
Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a
subservicer shall be deemed to be between such subservicer and Servicer alone, and the Owner shall have no obligations, duties or
liabilities with respect to such subservicer including no obligation, duty or liability of Owner to pay such subservicer’s fees and
expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to
have received a payment on a Mortgage Loan when a subservicer has received such payment.
Section 4.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to this Agreement, the
Servicer will proceed with reasonable diligence to collect all payments due under each Mortgage Loan when the same shall become due
and payable and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of related
Primary Mortgage Insurance Policy, follow such collection procedures as it follows with respect to mortgage loans comparable to the
Mortgage Loans and held for its own account. Further, the Servicer will take reasonable care in ascertaining and estimating annual
ground rents, taxes, assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other charges
that, as provided in the Mortgage, will become due and payable to the end that the installments payable by the Mortgagors will be
sufficient to pay such charges as and when they become due and payable.
Section 4.03 Realization Upon Defaulted Mortgage Loans.
The Servicer shall use its reasonable efforts, consistent with the procedures that the Servicer would use in
servicing loans for its own account and the requirements of the Fannie Mae Guide, to foreclose upon or otherwise comparably convert
the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to Section 4.01. The Servicer shall use its reasonable
efforts to realize upon defaulted Mortgage Loans in such manner as will maximize the receipt of principal and interest by the Owner,
taking into account, among other things, the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in
any case in which Mortgaged Property shall have suffered damage, the Servicer shall not be required to expend its own funds toward
the restoration of such property unless it shall determine in its discretion (i) that such restoration will increase the proceeds of
liquidation of the related Mortgage Loan to the Owner after reimbursement to itself for such expenses, and (ii) that such expenses
will be recoverable by the Servicer through Insurance Proceeds or Liquidation Proceeds from the related Mortgaged Property, as
contemplated in Section 4.05. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings or
functions as Servicing Advances; provided, however, that it shall be entitled to reimbursement therefor as provided in Section 4.05.
Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu of
foreclosure, in the event the Servicer has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or
toxic substances or wastes, or if the Owner otherwise requests an environmental inspection or review of such Mortgaged Property, such
an inspection or review is to be conducted by a qualified inspector. Upon completion of the inspection, the Servicer shall promptly
provide the Owner with a written report of the environmental inspection. After reviewing the environmental inspection report, the
Owner shall determine how the Servicer shall proceed with respect to the Mortgaged Property.
Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts.
The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and
apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts. Each Custodial
Account shall be established with a Qualified Depository. To the extent such funds are not deposited in a Custodial Account, such
funds may be invested in Permitted Investments for the benefit of the Owner (with any income earned thereon for the benefit of the
Servicer). Funds deposited in the Custodial Account may be drawn on by the Servicer in accordance with Section 4.05. The creation of
any Custodial Account shall be evidenced by a letter agreement in the form shown in Exhibit B hereto. The original of such letter
agreement shall be furnished to the Owner upon request. The Servicer acknowledges and agrees that the Servicer shall bear any losses
incurred with respect to Permitted Investments. The amount of any such losses shall be immediately deposited by the Servicer in the
Custodial Account, as appropriate, out of the Servicer’s own funds, with no right to reimbursement therefor.
The Servicer shall deposit in a mortgage clearing account on a daily basis, and in the Custodial Account or Accounts
no later than the second Business Day after receipt of funds and retain therein the following payments and collections:
(i) all payments on account of principal, including Principal Prepayments, on the
Mortgage Loans received after the related Servicing Transfer Date;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the
related Mortgage Loan Remittance Rate received after the related Servicing Transfer Date;
(iii) all Liquidation Proceeds and REO Disposition Proceeds received after the related
Servicing Transfer Date;
(iv) any net amounts received by the Servicer after the related Servicing Transfer
Date in connection with any REO Property pursuant to Section 4.13;
(v) all Insurance Proceeds received after the related Servicing Transfer Date
including amounts required to be deposited pursuant to Sections 4.08 and 4.10, other than proceeds to be
held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released
to the Mortgagor in accordance with the Servicer’s normal servicing procedures, the loan documents or
applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property received after the
related Servicing Transfer Date other than proceeds to be held in the Escrow Account and applied to the
restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with the
Servicer’s normal servicing procedures, the loan documents or applicable law;
(vii) any Monthly Advances as provided in Section 5.03;
(viii) any amounts received after the related Servicing Transfer Date and required to
be deposited in the Custodial Account pursuant to Section 6.02; and
(ix) with respect to each full or partial Principal Prepayment received after the
related Servicing Transfer Date, any Prepayment Interest Shortfalls, to the extent of the Servicer’s
aggregate Servicing Fee received with respect to the related Due Period.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the
extent permitted by Section 6.01, need not be deposited by the Servicer in the Custodial Account.
Section 4.05 Permitted Withdrawals From the Custodial Account.
The Servicer may, from time to time, make withdrawals from the Custodial Account for the following purposes:
(i) to make payments to the Owner in the amounts and in the manner provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Servicer’s right to reimburse itself pursuant to this
subclause (ii) being limited to amounts received on the related Mortgage Loan which represent late collections (net of the related
Servicing Fees) of principal and/or interest respecting which any such advance was made;
(iii) to reimburse itself for unreimbursed Servicing Advances and Monthly Advances, the Servicer’s right to
reimburse itself pursuant to this subclause (iii) with respect to any Mortgage Loan being limited to Liquidation Proceeds,
Condemnation Proceeds and Insurance Proceeds received after the related Servicing Transfer Date related to such Mortgage Loan;
(iv) to pay to itself as servicing compensation (a) any interest earned on funds in the Custodial Account (all
such interest to be withdrawn monthly not later than each Remittance Date) and (b) any payable Servicing Fee;
(v) to reimburse itself for any Nonrecoverable Advances;
(vi) to transfer funds to another Qualified Depository in accordance with Section 4.09 hereof;
(vii) to reimburse itself as provided in Section 8.03 hereof;
(viii) to remove funds inadvertently placed in the Custodial Account in error by the Servicer; and
(ix) to clear and terminate the Custodial Account upon the termination of this Agreement.
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.
The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which
constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or
more Escrow Accounts. Each Escrow Account shall be established with a Qualified Depository. To the extent such funds are not
deposited in an Escrow Account, such funds may be invested in Permitted Investments. Funds deposited in an Escrow Account may be
drawn on by the Servicer in accordance with Section 4.07. The creation of any Escrow Account shall be evidenced by a letter agreement
in the form shown in Exhibit C. The original of such letter agreement shall be furnished to the Owner upon request. The Servicer
acknowledges and agrees that the Servicer shall bear any losses incurred with respect to Permitted Investments. The amount of any
such losses shall be immediately deposited by the Servicer in the Escrow Account, as appropriate, out of the Servicer’s own funds,
with no right to reimbursement therefor.
The Servicer shall deposit in a mortgage clearing account on a daily basis, and in the Escrow Account or Accounts no
later than the second Business Day after receipt of funds and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment
of any items as are required under the terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.
The Servicer shall make withdrawals from an Escrow Account only to effect such payments as are required under this
Agreement, and for such other purposes as shall be as set forth in and in accordance with Section 4.07. Except as provided in
Section 4.07, the Servicer shall be entitled to retain any interest paid on funds deposited in an Escrow Account by the Qualified
Depository.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by the Servicer only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, fire and hazard insurance
premiums, Primary Mortgage Insurance Policy premiums, if applicable, and comparable items;
(ii) to reimburse Servicer for any Servicing Advance made by Servicer with respect to a related Mortgage Loan
but only from amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments
thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be overages;
(iv) for transfer to the Custodial Account in connection with an acquisition of REO Property;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Servicer, or to the Mortgagor to the extent required by law, any interest paid on the funds
deposited in the Escrow Account;
(vii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06;
(viii) to remove funds inadvertently placed in an Escrow Account in error by the Servicer; and
(ix) to clear and terminate the Escrow Account on the termination of this Agreement.
As part of its servicing duties, the Servicer shall pay to the Mortgagors interest on funds in an Escrow Account, to
the extent required by law, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such
interest from its own funds, without any reimbursement therefor.
Section 4.08 Payment of Taxes, Insurance and Other Charges, Maintenance of Primary Mortgage Insurance Policies, Collections
Thereunder.
With respect to each Mortgage Loan, the Servicer shall maintain accurate records reflecting the status of ground
rents, taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of
Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for
the payment of such charges, including renewal premiums and shall effect payment thereof prior to the applicable penalty or
termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the
Mortgagor in the Escrow Account which shall have been estimated and accumulated by the Servicer in amounts sufficient for such
purposes, as allowed under the terms of the Mortgage or applicable law. To the extent that the Mortgage does not provide for Escrow
Payments, the Servicer shall determine that any such payments are made by the Mortgagor when due. The Servicer assumes full
responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of the
Mortgagor’s faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own
funds to effect such payments.
The Servicer will maintain in full force and effect Primary Mortgage Insurance Policies issued by a Qualified
Insurer with respect to each Mortgage Loan for which such coverage is herein required. Such coverage will be maintained until the
ratio of the current outstanding principal balance of the related Mortgage Loan to the appraised value of the related Mortgaged
Property, based on the most recent appraisal of the Mortgaged Property performed by a Qualified Appraiser, such appraisal to be
included in the Servicing File, is reduced to 80.00% or less. The Servicer will not cancel or refuse to renew any Primary Mortgage
Insurance Policy that is required to be kept in force under this Agreement unless a replacement Primary Mortgage Insurance Policy for
such canceled or nonrenewed policy is obtained from and maintained with a Qualified Insurer. The Servicer shall not take any action
which would result in noncoverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of
the Servicer would have been covered thereunder. In connection with any assumption or substitution agreement entered into or to be
entered into pursuant to Section 6.01, the Servicer shall promptly notify the insurer under the related Primary Mortgage Insurance
Policy, if any, of such assumption or substitution of liability in accordance with the terms of such policy and shall take all
actions which may be required by such insurer as a condition to the continuation of coverage under the Primary Mortgage Insurance
Policy. If such Primary Mortgage Insurance Policy is terminated as a result of such assumption or substitution of liability, the
Servicer shall obtain a replacement Primary Mortgage Insurance Policy as provided above.
In connection with its activities as servicer, the Servicer agrees to prepare and present, on behalf of itself and
the Owner, claims to the insurer under any Private Mortgage Insurance Policy in a timely fashion in accordance with the terms of such
Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Servicer
under any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section
4.05.
Section 4.09 Transfer of Accounts.
The Servicer may transfer the Custodial Account or the Escrow Account to a different Qualified Depository from time
to time. The Servicer shall notify the Owner of any such transfer within 15 Business Days of transfer.
Section 4.10 Maintenance of Hazard Insurance.
The Servicer shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as
is customary in the area where the Mortgaged Property is located in an amount which is equal to the lesser of (i) the maximum
insurable value of the improvements securing such Mortgage Loan or (ii) the greater of (a) the outstanding principal balance of the
Mortgage Loan, and (b) the percentage such that the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the
Mortgagee from becoming a co-insurer. If the Mortgaged Property is in an area identified in the Federal Register by the Federal
Emergency Management Agency as being a special flood hazard area that has federally-mandated flood insurance requirements, the
Servicer will cause to be maintained a flood insurance policy meeting the requirements of the current guidelines of the Federal
Insurance Administration with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of
(i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable value of the improvements securing such
Mortgage Loan or (iii) the maximum amount of insurance which is available under the Flood Disaster Protection Act of 1973, as
amended. The Servicer shall also maintain on the REO Property, fire and hazard insurance with extended coverage in an amount which
is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to
the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in an amount as
provided above. Any amounts collected by the Servicer under any such policies other than amounts to be deposited in the Escrow
Account and applied to the restoration or repair of the Mortgaged Property or REO Property, or released to the Mortgagor in
accordance with the Servicer’s normal servicing procedures, shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 4.05. It is understood and agreed that no other additional insurance need be required by the Servicer or the
Mortgagor or maintained on property acquired in respect of the Mortgage Loans, other than pursuant to the Fannie Mae Guide or such
applicable state or federal laws and regulations as shall at any time be in force and as shall require such additional insurance.
All such policies shall be endorsed with standard mortgagee clauses with loss payable to the Servicer and its successors and/or
assigns and shall provide for at least thirty days prior written notice of any cancellation, reduction in the amount or material
change in coverage to the Servicer. The Servicer shall not interfere with the Mortgagor’s freedom of choice in selecting either his
insurance carrier or agent, provided, however, that the Servicer shall not accept any such insurance policies from insurance
companies unless such companies currently reflect a General Policy Rating in Best’s Key Rating Guide currently acceptable to Fannie
Mae and are licensed to do business in the state wherein the property subject to the policy is located.
Section 4.11 [RESERVED].
Section 4.12 Fidelity Bond, Errors and Omissions Insurance.
The Servicer shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance
policy, with broad coverage with responsible companies on all officers, employees or other persons acting in any capacity with regard
to the Mortgage Loans and who handle funds, money, documents and papers relating to the Mortgage Loans. The Fidelity Bond and errors
and omissions insurance shall be in the form of the Mortgage Banker’s Blanket Bond and shall protect and insure the Servicer against
losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such persons. Such Fidelity Bond
and errors and omissions insurance shall also protect and insure the Servicer against losses in connection with the failure to
maintain any insurance policies required pursuant to this Agreement and the release or satisfaction of a Mortgage Loan without having
obtained payment in full of the indebtedness secured thereby. No provision of this Section 4.12 requiring the Fidelity Bond and
errors and omissions insurance shall diminish or relieve the Servicer from its duties and obligations as set forth in this
Agreement. The minimum coverage under any such Fidelity Bond and insurance policy shall be at least equal to the corresponding
amounts required by Fannie Mae in the Fannie Mae Guide or by Freddie Mac in the Freddie Mac Guide. The Servicer shall, upon request
of Owner, deliver to the Owner a certificate from the surety and the insurer as to the existence of the Fidelity Bond and errors and
omissions insurance policy and shall obtain a statement from the surety and the insurer that such Fidelity Bond or insurance policy
shall in no event be terminated or materially modified without thirty days prior written notice to the Owner. The Servicer shall
notify the Owner within five Business Days of receipt of notice that such Fidelity Bond or insurance policy will be, or has been,
materially modified or terminated. The Owner and its successors or assigns as their interests may appear must be named as loss
payees on the Fidelity Bond and as additional insured on the errors and omissions policy.
Section 4.13 Title, Management and Disposition of REO Property.
In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the
deed or certificate of sale shall be taken in the name of the Owner or its designee. Any such Person or Persons holding such title
other than the Owner shall acknowledge in writing that such title is being held as nominee for the benefit of the Owner.
The Servicer shall assume the responsibility for marketing each REO Property in accordance with Accepted
Servicing Practices. Thereafter, the Servicer shall continue to provide certain administrative services to the Owner relating to
such REO Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the
calendar year of the date of acquisition if a REMIC election has been made with respect to the arrangement under which the
Mortgage Loans and REO Property are held, unless (i) the Owner shall have been supplied with an Opinion of Counsel (at the
Servicer’s expense) to the effect that the holding by the related trust of such Mortgaged Property subsequent to such three-year
period (and specifying the period beyond such three-year period for which the Mortgaged Property may be held) will not result in
the imposition of taxes on “prohibited transactions” of the related trust as defined in Section 860F of the Code, or cause the
related REMIC to fail to qualify as a REMIC, in which case the related trust may continue to hold such Mortgaged Property
(subject to any conditions contained in such Opinion of Counsel), or (ii) the Owner (at the Servicer’s expense) or the Servicer
shall have applied for, prior to the expiration of such three-year period, an extension of such three-year period in the manner
contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall be extended by the applicable period.
If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, the
Servicer shall report monthly to the Owner as to progress being made in selling such REO Property.
Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property
held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf
of the related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to
qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the related trust to
the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property
within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the
related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has
agreed to indemnify and hold harmless the related trust with respect to the imposition of any such taxes.
The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the Fannie
Mae Guide, manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and
operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO
Property is managed. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as
the Servicer deems to be in the best interest of the Owner. The REO Disposition Proceeds from the sale of the REO Property shall be
promptly deposited in the Custodial Account. As soon as practical thereafter, the expenses of such sale shall be paid and the
Servicer shall reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03.
The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall
cause each REO Property to be inspected at least monthly thereafter or more frequently as may be required by the circumstances. The
Servicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the
Servicing File and copies thereof shall be forwarded by the Servicer to the Owner.
Notwithstanding anything to the contrary set forth in this Section 4.13, the parties hereto hereby agree that the
Owner, at its option, shall be entitled to manage, conserve, protect and operate each REO Property for its own benefit (such option,
an “REO Option”). In connection with the exercise of an REO Option, the prior two paragraphs and the related provisions of Section
4.03 and Section 4.04(iii) (such provisions, the “REO Marketing Provisions”) shall be revised as follows. Following the acquisition
of any Mortgaged Property, the Servicer shall submit a detailed invoice to the Owner for all related Servicing Advances and, upon
exercising the REO Option, the Owner shall promptly reimburse the Servicer for such amounts. In the event the REO Option is
exercised with respect to an REO Property, Section 4.04 (iii) shall not be applicable thereto. References made in Section 4.03 with
respect to the reimbursement of Servicing Advances shall, for purposes of such REO Property, be deemed to be covered by this
paragraph. The Owner acknowledges that, in the event it exercises an REO Option, with respect to the related REO Property, there
shall be no breach by the Servicer based upon or arising out of the Servicer’s failure to comply with the REO Marketing Provisions.
Section 4.14 Notification of Adjustments.
With respect to each Mortgage Loan, the Servicer shall adjust the Mortgage Interest Rate on the related Interest Rate
Adjustment Date in compliance with requirements of applicable law and the related electronic data received on the Mortgage and
Mortgage Note. The Servicer shall execute and deliver any and all necessary notices required under applicable law and the terms of
the related electronic data received on the Mortgage Note and Mortgage regarding the Mortgage Interest Rate adjustments. The
Servicer shall promptly, upon written request by the Owner, deliver to the Owner such notifications and any additional applicable
data regarding such adjustments and the methods used to calculate and implement such adjustments. Upon the discovery by the Servicer
of the receipt of notice from the Owner that the Servicer has failed to adjust a Mortgage Interest Rate in accordance with the terms
of the related Mortgage Note and Mortgage, the Servicer shall immediately deposit in the Custodial Account from its own funds the
amount of any interest loss or deferral caused to the Owner thereby.
ARTICLE V
PAYMENTS TO THE OWNER
Section 5.01 Remittances.
On each Remittance Date, the Servicer shall remit to the Owner (i) all amounts credited to the Custodial Account as
of the close of business on the related preceding Determination Date, net of charges against or withdrawals from the Custodial
Account pursuant to Section 4.05, other than Principal Prepayments received after the end of the preceding calendar month, plus, to
the extent not already deposited in the Custodial Account, the sum of (ii) all Monthly Advances, if any, which the Servicer is
obligated to distribute pursuant to Section 5.03 and (iii) all Prepayment Interest Shortfalls the Servicer is required to make up
pursuant to Section 4.04, minus (iv) any amounts attributable to Monthly Payments collected after the related Servicing Transfer Date
but due on a Due Date or Dates subsequent to the last day of the related Due Period, which amounts shall be remitted on the related
Remittance Date next succeeding the Due Period for such amounts.
With respect to any remittance received by the Owner after the Business Day on which such payment was due, the
Servicer shall pay to the Owner interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date
of each change, plus two percentage points, but in no event greater than the maximum amount permitted by applicable law. Such
interest shall be deposited in the Custodial Account by the Servicer on the date such late payment is made and shall cover the period
commencing with the day following such Business Day and ending with the Business Day on which such payment is made, both inclusive.
Such interest shall be remitted along with the distribution payable on the next succeeding related Remittance Date. The payment by
the Servicer of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the
Servicer.
Section 5.02 Statements to the Owner.
The Servicer shall furnish to the Owner an individual Mortgage Loan accounting report (a “Report”), as of the last
Business Day of each month (or August 31, 2002, in the case of the initial Report), in the Servicer’s assigned loan number order to
document Mortgage Loan payment activity on an individual Mortgage Loan basis. With respect to each month, such Report shall be
received by the Owner no later than the fifth Business Day of the month of the related Remittance Date (or September 5, 2002, in the
case of the initial Report) on a disk or tape or other computer-readable format, in such format as may be mutually agreed upon by
both the Owner and the Servicer, and in hard copy, which Report shall contain the following:
(i) with respect to each Monthly Payment, the amount of such remittance allocable to interest;
(ii) the amount of servicing compensation received by the Servicer during the prior distribution period;
(iii) the aggregate Stated Principal Balance of the Mortgage Loans;
(iv) the number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent (1) 30 to 59 days,
(2) 60 to 89 days, (3) 90 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been
acquired; and
(v) such other reports as may reasonably be required by the Owner.
The Servicer shall also provide with each such Report a trial balance, sorted in the Owner’s assigned loan number
order, and such other loan level information as described on Exhibits E and F, in electronic tape form.
The Servicer shall prepare and file any and all information statements or other filings required to be delivered to
any governmental taxing authority or to Owner pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Servicer shall provide the Owner with such information concerning the Mortgage Loans as is
necessary for the Owner to prepare its federal income tax return as the Owner may reasonably request from time to time.
In addition, not more than 60 days after the end of each calendar year, the Servicer shall furnish to each Person
who was an Owner at any time during such calendar year an annual statement in accordance with the requirements of applicable federal
income tax law as to the aggregate of remittances of principal and interest for the applicable portion of such year.
Section 5.03 Monthly Advances by the Servicer.
Not later than the close of business on the Business Day preceding each Remittance Date, the Servicer shall deposit
in the Custodial Account an amount equal to all payments not previously advanced by the Servicer, whether or not deferred pursuant to
Section 4.01, of Monthly Payments, adjusted to the related Mortgage Loan Remittance Rate, which are delinquent at the close of
business on the related Determination Date; provided, however, that the amount of any such deposit may be reduced by the Amount Held
for Future Distribution (as defined below) then on deposit in the Custodial Account. Any portion of the Amount Held for Future
Distribution used to pay Monthly Advances shall be replaced by the Servicer by deposit into the Custodial Account on any future
Remittance Date to the extent that the funds that are available in the Custodial Account for remittance to the Owner on such
Remittance Date are less than the amount of payments required to be made to the Owner on such Remittance Date.
The “Amount Held for Future Distribution” as to any Remittance Date shall be the total of the amounts held in the
Custodial Account at the close of business on the preceding Determination Date which were received after the related Servicing
Transfer Date on account of (i) Liquidation Proceeds, Insurance Proceeds, and Principal Prepayments received or made in the month of
such Remittance Date, and (ii) payments which represent early receipt of scheduled payments of principal and interest due on a date
or dates subsequent to the related Due Date.
The Servicer’s obligation to make such Monthly Advances as to any Mortgage Loan will continue through the final
disposition or liquidation of the Mortgaged Property, unless the Servicer deems such advance to be nonrecoverable from Liquidation
Proceeds, REO Disposition Proceeds or Insurance Proceeds with respect to the applicable Mortgage Loan. In such latter event, the
Servicer shall deliver to the Owner an Officer’s Certificate of the Servicer to the effect that an officer of the Servicer has
reviewed the related Servicing File and has obtained a recent appraisal and has made the reasonable determination that any additional
advances are nonrecoverable from Liquidation or Insurance Proceeds with respect to the applicable Mortgage Loan.
Section 5.04 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Owner pursuant to a
deed-in-lieu of foreclosure, the Servicer shall submit to the Owner a liquidation report with respect to such Mortgaged Property in
such form as the Servicer and the Owner shall agree. The Servicer shall also provide reports on the status of REO Property
containing such information as Owner may reasonably require.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Assumption Agreements.
The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of a
Mortgaged Property (whether by absolute conveyance or by contract of, sale, and whether or not the Mortgagor remains or is to remain
liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any
“due-on-sale” clause to the extent permitted by law; provided, however, that the Servicer shall not exercise any such rights if
prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such rights would impair or threaten to
impair any recovery under the related Primary Mortgage Insurance Policy, if any. If the Servicer reasonably believes it is unable
under applicable law to enforce such “due-on-sale” clause, the Servicer, will enter into an assumption agreement with the person to
whom the Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the
Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. Where an assumption is
allowed pursuant to this Section 6.01, the Servicer, with the prior consent of the primary mortgage insurer, if any, is authorized to
enter into a substitution of liability agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to
be conveyed pursuant to which the original mortgagor is released from liability and such Person is substituted as mortgagor and
becomes liable under the related Mortgage Note. Any such substitution of liability agreement shall be in lieu of an assumption
agreement.
In connection with any such assumption or substitution of liability, the Servicer shall follow the underwriting
practices and procedures of the Fannie Mae Guide. With respect to an assumption or substitution of liability, the Mortgage Interest
Rate borne by the related Mortgage Note and the amount of the Monthly Payment may not be changed. The Servicer shall notify the
Owner that any such substitution of liability or assumption agreement has been completed by forwarding to the Owner the original of
any such substitution of liability or assumption agreement, which document shall be added to the related Mortgage Loan Documents and
shall, for all purposes, be considered a part of such related mortgage file to the same extent as all other documents and instruments
constituting a part thereof. All fees collected by the Servicer for entering into an assumption or substitution of liability
agreement shall belong to the Servicer.
Notwithstanding the foregoing paragraphs of this section or any other provision of this Agreement, the Servicer
shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a
Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason
whatsoever. For purposes of this Section 6.01, the term “assumption” is deemed to also include a sale of the Mortgaged Property
subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Loan Documents.
Upon the payment in full of any Mortgage Loan, the Servicer will immediately notify the Custodian with a
certification and request for release by a Servicing Officer, which certification shall include a statement to the effect that all
amounts received in connection with such payment which are required to be deposited in the Custodial Account pursuant to Section 4.04
have been so deposited, and a request for delivery to the Servicer of the portion of the Mortgage Loan Documents held by the
Custodian. Upon receipt of such certification and request, the Owner shall promptly release or cause the Custodian to promptly
release the related Mortgage Loan Documents to the Servicer and the Servicer shall prepare and deliver for execution by the Owner or
at the Owner’s option execute under the authority of a power of attorney delivered to the Servicer by the Owner any satisfaction or
release. No expense incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the
Custodial Account.
In the event the Servicer satisfies or releases a Mortgage without having obtained payment in full of the
indebtedness secured by the Mortgage or should it otherwise prejudice any right the Owner may have under the mortgage instruments,
the Servicer, upon written demand, shall remit within two Business Days to the Owner the then outstanding principal balance of the
related Mortgage Loan by deposit thereof in the Custodial Account. The Servicer shall maintain the Fidelity Bond insuring the
Servicer against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth
herein.
From time to time and as appropriate for the servicing or foreclosure of the Mortgage Loans, including for the
purpose of collection under any Primary Mortgage Insurance Policy, upon request of the Servicer and delivery to the Custodian of a
servicing receipt signed by a Servicing Officer, the Custodian shall release the portion of the Mortgage Loan Documents held by the
Custodian to the Servicer. Such servicing receipt shall obligate the Servicer to promptly return the related Mortgage Loan Documents
to the Custodian, when the need therefor by the Servicer no longer exists, unless the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or such documents have been delivered
to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has
promptly delivered to the Owner or the Custodian a certificate of a Servicing Officer certifying as to the name and address of the
Person to which such documents were delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a
Servicing Officer stating that such Mortgage Loan was liquidated, the servicing receipt shall be released by the Owner or the
Custodian, as applicable, to the Servicer.
Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Servicer shall be entitled to withdraw from the Custodial Account
the Servicing Fee; provided, however, that in connection with any Mortgage Loans sold by the Owner to Fannie Mae, the Servicer may
deduct its Servicing Fee from amounts due the Owner pursuant to Section 5.01. Additional servicing compensation in the form of
assumption fees, as provided in Section 6.01, late payment charges and other ancillary fees (excluding any prepayment penalties)
shall be retained by the Servicer to the extent not required to be deposited in the Custodial Account. The Servicer shall be
required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to
reimbursement therefor except as specifically provided for.
The Servicer shall pay on behalf of the Owner any and all guarantee fees due in connection with Mortgage Loans sold
by the Owner to Fannie Mae. The amount of such guarantee fees shall be deducted by the Servicer from the amounts due the Owner
pursuant to Section 5.01; provided that if the guarantee fees exceed such amount, the Servicer shall provide the Owner with an
original invoice for the amount of any such excess, and the Owner shall pay such invoice by wire transfer to the account designated
by the Servicer within 45 days of receipt of such invoice.
Section 6.04 Annual Statement as to Compliance; Financial Statements.
The Servicer will deliver to the Owner not later than 90 days following the end of each fiscal year of the Servicer,
an Officers’ Certificate stating, as to each signatory thereof, that (i) a review of the activities of the Servicer during the
preceding calendar year and of performance under this Agreement has been made under such officers’ supervision, and (ii) to the best
of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout
such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such
officers and the nature and status thereof except for such defaults as such Officers in their good faith judgment believe to be
immaterial.
Upon request by the Owner or the Master Servicer, the Servicer will deliver to such requesting party a copy of the
audited (if such financial statements are available, otherwise unaudited) financial statements of the Servicer for the most recent
fiscal year of the Servicer.
Section 6.05 Annual Independent Certified Public Accountants’ Servicing Report.
Not later than 90 days following the end of each fiscal year of the Servicer, the Servicer at its expense shall
cause a firm of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish
a statement to the Owner to the effect that such firm has examined certain documents and records relating to the Servicer’s servicing
of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement,
which agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in accordance
with the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Servicer’s servicing has been
conducted in compliance with the agreements examined pursuant to this Section 6.05, except for (i) such exceptions as such firm shall
believe to be immaterial, and (ii) such other exceptions as shall be set forth in such statement.
Section 6.06 Owner’s Right to Examine Servicer Records.
The Owner shall have the right to examine and audit, at its expense, upon reasonable notice to the Servicer, during
business hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records,
documentation or other information of the Servicer, or held by another for the Servicer or on its behalf or otherwise, which relate
to the performance or observance by the Servicer of the terms, covenants or conditions of this Agreement.
The Servicer shall provide to the Owner and any supervisory agents or examiners representing a state or federal
governmental agency having jurisdiction over the Owner access to any documentation regarding the Mortgage Loans in the possession of
the Servicer which may be required by any applicable regulations. Such access shall be afforded without charge, upon reasonable
request, during normal business hours and at the offices of the Servicer, and in accordance with the applicable federal or state
government regulations.
Section 6.07 Compliance with REMIC Provisions.
If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Property
are held, the Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken)
any action that, under the REMIC Provisions, if taken or not taken, as the case may be could (i) endanger the status of the REMIC as
a REMIC or (ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on “prohibited transactions”
as defined in Section 860F(a)(2) of the Code and the tax on “contribution” to a REMIC set forth in Section 860G(d) of the Code unless
the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such actions) to the effect that the
contemplated action will not endanger such REMIC status or result in the imposition of any such tax.
Section 6.08 Non-solicitation.
The Servicer shall not knowingly conduct any solicitation exclusively targeted to the Mortgagors for the purpose of
inducing or encouraging the early prepayment or refinancing of the related Mortgage Loans. It is understood and agreed that
promotions undertaken by the Servicer or any agent or affiliate of the Servicer which are directed to the general public at large,
including, without limitation, mass mailings based on commercially acquired mailing lists, newspaper, radio and television
advertisements shall not constitute solicitation under this section. Nothing contained herein shall prohibit the Servicer from (i)
distributing to Mortgagors any general advertising including information brochures, coupon books, or other similar documentation
which indicates services the Servicer offers, including refinances or (ii) providing financing of home equity loans to Mortgagors at
the Mortgagor’s request.
ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01 Servicer Shall Provide Information as Reasonably Required.
The Servicer shall furnish to the Owner upon request, during the term of this Agreement, such periodic, special or
other reports or information, whether or not provided for herein, as shall be necessary, reasonable or appropriate with respect to
the purposes of this Agreement. The Servicer may negotiate with the Owner for a reasonable fee for providing such report or
information, unless (i) the Servicer is required to supply such report or information pursuant to any other section of this
Agreement, or (ii) the report or information has been requested in connection with Internal Revenue Service or other regulatory
agency requirements. All such reports or information shall be provided by and in accordance with all reasonable instructions and
directions given by the Owner. The Servicer agrees to execute and deliver all such instruments and take all such action as the Owner,
from time to time, may reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.
ARTICLE VIII
THE SERVICER
Section 8.01 Indemnification; Third Party Claims.
The Servicer agrees to indemnify the Owner, its successors and assigns, any agent of the Owner, and the Master
Servicer, and hold each of such Persons harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, fees and expenses that such Person may sustain in any way related to
the failure of the Servicer to perform in any way its duties and service the Mortgage Loans in strict compliance with the terms of
this Agreement and for breach of any representation or warranty of the Servicer contained herein. The Servicer shall immediately
notify the Owner or other indemnified Person if a claim is made by a third party with respect to this Agreement or the Mortgage
Loans, assume (with the consent of the Owner and such other Indemnified Person and with counsel reasonably satisfactory to the Owner
and such Person) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly
pay, discharge and satisfy any judgment or decree which may be entered against it or such other indemnified Person in respect of such
claim but failure to so notify the Owner and such other indemnified Person shall not limit its obligations hereunder. The Servicer
agrees that it will not enter into any settlement of any such claim without the consent of the Owner and such other indemnified
Person unless such settlement includes an unconditional release of the Owner and such other indemnified Person from all liability
that is the subject matter of such claim. The provisions of this Section 8.01 shall survive termination of this Agreement.
Section 8.02 Merger or Consolidation of the Servicer.
The Servicer will keep in full effect its existence, rights and franchises as a federal savings bank under the laws
the United States except as permitted herein, and will obtain and preserve its qualification to do business as a foreign corporation
in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this
Agreement or any of the Mortgage Loans and to perform its duties under this Agreement.
Any Person into which the Servicer may be merged or consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Servicer shall be a party, or any Person succeeding to the business of the Servicer whether
or not related to loan servicing, shall be the successor of the Servicer hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that
the successor or surviving Person shall be an institution (i) having a GAAP net worth of not less than $25,000,000, (ii) the deposits
of which are insured by the FDIC, or which is a HUD-approved mortgagee whose primary business is in origination and servicing of
first lien mortgage loans, and (iii) which is a Fannie Mae or Freddie Mac approved seller/servicer in good standing.
Section 8.03 Limitation on Liability of the Servicer and Others.
Neither the Servicer nor any of the officers, employees or agents of the Servicer shall be under any liability to
the Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment made in good faith; provided, however, that this provision shall not protect the Servicer or any such person
against any breach of warranties or representations made herein, or failure to perform in any way its obligations in compliance with
any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of negligence or any
breach of the terms and conditions of this Agreement. The Servicer and any officer, employee or agent of the Servicer may rely in
good faith on any document of any kind prima facie properly executed and submitted by the Owner respecting any matters arising
hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental
to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expenses
or liability; provided, however, that the Servicer may, with the consent of the Owner, which consent shall not be unreasonably
withheld, undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties
of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities for which the Owner will be liable, and the Servicer shall be entitled to be reimbursed
therefor from the Custodial Account pursuant to Section 4.05.
Section 8.04 Reserved.
Section 8.05 No Transfer of Servicing.
With respect to the retention of the Servicer to service the Mortgage Loans hereunder, the Servicer acknowledges
that the Owner has acted in reliance upon the Servicer’s independent status, the adequacy of its servicing facilities, plan,
personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way
limiting the generality of this section, the Servicer shall not either assign this Agreement or the servicing hereunder or delegate
its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or
assets, without the prior written approval of the Owner, which approval shall not be unreasonably withheld; provided that the
Servicer may assign the Agreement and the servicing hereunder without the consent of Owner to an affiliate of the Servicer to which
all servicing of the Servicer is assigned so long as (i) such affiliate is a Fannie Mae and Freddie Mac approved servicer and (ii) if
it is intended that such affiliate be spun off to the shareholders of the Servicer, such affiliate have a GAAP net worth of at least
$25,000,000 and (iii) such affiliate shall deliver to the Owner a certification pursuant to which such affiliate shall agree to be
bound by the terms and conditions of this Agreement and shall certify that such affiliate is a Fannie Mae and Freddie Mac approved
servicer in good standing.
ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
In case one or more of the following Events of Default by the Servicer shall occur and be continuing, that is to say:
(i) any failure by the Servicer to remit to the Owner any payment required to be made under the terms of this
Agreement which continues unremedied for a period of two (2) Business Days after written notice thereof (it being understood that
this subparagraph shall not affect Servicer’s obligation pursuant to Section 5.01 to pay default interest on any remittance received
by the Owner after the Business Day on which such payment was due); or
(ii) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the
covenants or agreements on the part of the Servicer set forth in this Agreement, the breach of which has a material adverse effect
and which continue unremedied for a period of sixty days (except that such number of days shall be fifteen in the case of a failure
to pay any premium for any insurance policy required to be maintained under this Agreement and such failure shall be deemed to have a
material adverse effect) after the date on which written notice of such failure, requiring the same to be remedied, shall have been
given to the Servicer by the Owner; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of
a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such
decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or
(iv) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency,
bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or
relating to all or substantially all of its property; or
(v) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations; or
(vi) the Servicer ceases to be approved by either Fannie Mae or Freddie Mac (to the extent such entities are
then operating in a capacity similar to that in which they operate on the date hereof) as a mortgage loan servicer for more than
thirty days to the extent such entities perform similar functions; or
(vii) the Servicer attempts to assign its right to servicing compensation hereunder or the Servicer attempts,
without the consent of the Owner, to sell or otherwise dispose of all or substantially all of its property or assets or to assign
this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except as
otherwise permitted herein; or
(viii) the Servicer ceases to be qualified to transact business in any jurisdiction where it is currently so
qualified, but only to the extent such non-qualification materially and adversely affects the Servicer’s ability to perform its
obligations hereunder;
then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Owner, by
notice in writing to the Servicer may, in addition to whatever rights the Owner may have under Section 8.01 and at law or equity to
damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. On or after the
receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to
the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section 11.01. Upon written
request from the Owner, the Servicer shall prepare, execute and deliver, any and all documents and other instruments, place in such
successor’s possession all Servicing Files, and do or accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise, at the Servicer’s sole expense. The Servicer agrees to cooperate with the Owner and such successor
in effecting the termination of the Servicer’s responsibilities and rights hereunder, including, without limitation, the transfer to
such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial
Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.
Section 9.02 Waiver of Defaults.
The Owner may waive only by written notice any default by the Servicer in the performance of its obligations
hereunder and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other default or impair any right consequent thereon except to the extent expressly so waived in writing.
ARTICLE X
TERMINATION
Section 10.01 Termination.
The respective obligations and responsibilities of the Servicer shall terminate upon: (i) the later of the final
payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or the disposition of all REO Property
and the remittance of all funds due hereunder; (ii) by mutual consent of the Servicer and the Owner in writing; (iii) termination by
the Owner pursuant to Section 9.01, (iv) sixty (60) days prior written notice by the Owner to the Servicer or (v) one hundred twenty
(120) days prior written notice by the Servicer to the Owner.
If the Owner at its option elects to terminate all of the rights of the Servicer hereunder in accordance with
subsection (iv) of the preceding paragraph, the Owner shall pay the Servicer an amount equal to (i) if such termination occurs within
the six month period following the Servicing Transfer Date, an amount equal to $50.00 per Mortgage Loan, (ii) if such termination
occurs during the period which is seven months to twelve months following the Servicing Transfer Date, an amount equal to $25.00 per
Mortgage Loan, (iii) if such termination occurs during the period which is thirteen months to fifteen months following the Servicing
Transfer Date, an amount equal to $15.00 per Mortgage Loan and (iv) if such termination occurs during the period which is sixteen
(16) months or more following the Servicing Transfer Date, an amount equal to $10.00.
Simultaneously with any such termination and the transfer of servicing hereunder, the Servicer shall be entitled to
be reimbursed for any outstanding Servicing Advances and Monthly Advances.
Section 10.02 Removal of Mortgage Loans from Inclusion under this Agreement upon a Whole Loan Transfer or a Pass-Through
Transfer.
The Servicer acknowledges and the Owner agrees that with respect to some or all of the Mortgage Loans, the Owner may
effect either (1) one or more Whole Loan Transfers, or (2) one or more Pass-Through Transfers.
The Servicer shall cooperate with the Owner in connection with any Whole Loan Transfer or
Pass-Through Transfer contemplated by the Owner pursuant to this Section. In connection therewith, and
without limitation, the Owner shall deliver any reconstitution agreement or other document related to the
Whole Loan Transfer or Pass-Through Transfer to the Servicer at least 15 days prior to such transfer and
the Servicer shall (i) execute any such reconstitution agreement which contains provisions substantially
similar to those herein or otherwise reasonably acceptable to the Owner and the Servicer and which restates
the representations and warranties contained in Article III as of the date of transfer (except to the
extent any such representation or warranty is not accurate on such date); provided, however, that Servicer
agrees that any such reconstitution agreement in connection with a Whole Loan Transfer to Fannie Mae will
be reasonably acceptable to the Servicer if it obligates the Servicer to service the Mortgage Loans
identified therein and to remit and report, all in accordance with the Fannie Mae Guide; and provided,
further, that only a notice of transfer identifying the Mortgage Loans to be transferred need be given in
the case of a Pass-Through Transfer by the initial Owner to Structured Asset Mortgage Investments, Inc.
(“SAMI”) and by SAMI to the Trustee in connection with such Pass-Through Transfer; and (ii) deliver to the
Owner for inclusion in any prospectus or other offering material such publicly available information
regarding the Servicer, its financial condition and its mortgage loan delinquency, foreclosure and loss
experience and any additional information reasonably requested by the Owner, and to deliver to the Owner
any similar non-public, unaudited financial information, in which case the Owner shall bear the cost of
having such information audited by certified public accountants if the Owner desires such an audit, or as
is otherwise reasonably requested by the Owner and which the Servicer is capable of providing without
unreasonable effort or expense, and to indemnify the Owner and its affiliates for material misstatements or
omissions contained (i) in such information and (ii) on the Mortgage Loan Schedule.
With respect to each Whole Loan Transfer or Pass-Through Transfer, as the case may be, effected by the Owner, Owner
(i) shall reimburse Servicer for all reasonable out-of-pocket third party costs and expenses related thereto and (ii) shall pay
Servicer a reasonable amount representing time and effort expended by Servicer related thereto (which amount shall be reasonably
agreed upon by Servicer and Owner prior to the expenditure of such time and effort); provided, however, that for each Whole Loan
Transfer and/or Pass-Through Transfer, the sum of such amounts described in subsections (i) and (ii) above shall in no event exceed
$5,000. For purposes of this paragraph, all Whole Loan Transfers and/or Pass-Through Transfers made to the same entity within the
same accounting cycle shall be considered one Whole Loan Transfer or Pass-Through Transfer.
All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass-Through Transfer shall be
subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto
this Agreement shall remain in full force and effect.
Section 10.03 Master Servicer.
The Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master
Servicer, which Master Servicer shall be obligated to ensure that the Servicer services the Mortgage Loans in accordance with the
provisions of this Agreement. The Master Servicer, acting on behalf of the Owner, shall have the same rights as the Owner to enforce
the obligations of the Servicer under this Agreement. The Master Servicer shall be entitled to terminate the rights and obligations
of the Servicer under this Agreement upon the failure of the Servicer to perform any of its obligations under this Agreement if such
failure constitutes an Event of Default as provided in Article X of this Agreement. Notwithstanding anything to the contrary, in no
event shall the Master Servicer assume any of the obligations of the Owner under this Agreement.
Section 10.04 Transfer of Servicing for Defaulted Loans.
The Owner shall have the option, exercisable in its sole discretion and upon reasonable written notice to the
Servicer, to transfer to a third-party servicer any Mortgage Loan that is more than sixty (60) days delinquent with respect to
Monthly Payments. Upon such transfer, the Owner will reimburse the Servicer for all unreimbursed Monthly Advances and Servicing
Advances with respect to such Mortgage Loan and the reasonable costs and expenses incurred by the Servicer in connection with the
transfer of servicing with respect to such Mortgage Loan.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Successor to the Servicer.
Prior to termination of the Servicer’s responsibilities and duties under this Agreement pursuant to Sections 8.04,
9.01 or 10.01(ii), the Owner shall (i) succeed to and assume all of the Servicer’s responsibilities, rights, duties and obligations
under this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 8.02 hereof and which shall succeed
to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement prior to the
termination of the Servicer’s responsibilities, duties and liabilities under this Agreement. In connection with such appointment and
assumption, the Owner may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as the
Owner and such successor shall agree. In the event that the Servicer’s duties, responsibilities and liabilities under this Agreement
should be terminated pursuant to the aforementioned sections, the Servicer shall discharge such duties and responsibilities during
the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence
and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or
prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the
aforementioned sections shall not become effective until a successor shall be appointed pursuant to this section and shall in no
event relieve the Servicer of the representations and warranties made pursuant to Article III and the remedies available to the Owner
under Section 8.01, it being understood and agreed that the provisions of such Article III and Section 8.01 shall be applicable to
the Servicer notwithstanding any such resignation or termination of the Servicer, or the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the Servicer and to the Owner
an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement.
Any termination or resignation of the Servicer or this Agreement pursuant to Section 8.04, 9.01 or 10.01 shall not affect any claims
that the Owner may have against the Servicer arising prior to any such termination or resignation.
The Servicer shall promptly deliver to the successor the funds in the Custodial Account and the Escrow Account and
the Servicing Files and related documents and statements held by it hereunder and the Servicer shall account for all funds. The
Servicer shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and
definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the
Servicer. The successor shall make such arrangements as it may deem appropriate to reimburse the Servicer for unrecovered Monthly
Advances and Servicing Advances which the successor retains hereunder and which would otherwise have been recovered by the Servicer
pursuant to this Agreement but for the appointment of the successor servicer.
Upon a successor’s acceptance of appointment as such, the Servicer shall notify the Owner of such appointment.
All reasonable costs and expenses incurred in connection with replacing the Servicer upon its resignation or the
termination of the Servicer in accordance with the terms of this Agreement, including, without limitation, (i) all legal costs and
expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of the Servicer as a
result of an Event of Default and (ii) all costs and expenses associated with the complete transfer of servicing, including all
servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by
the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor service to
service the Mortgage Loans in accordance with this Agreement, shall be payable on demand by the resigning or terminated Servicer
without any right of reimbursement therefor.
Section 11.02 Amendment.
This Agreement may be amended from time to time by the Servicer and the Owner by written agreement signed by the
Servicer and the Owner.
Section 11.03 Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable jurisdictions in which any of all the properties subject to
the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the
Owner at the Owner’s expense on direction of the Owner accompanied by an opinion of counsel to the effect that such recordation
materially and beneficially affects the interest of the Owner or is necessary for the administration or servicing the Mortgage Loans.
Section 11.04 Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS. THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.05 Notices.
Any demands, notices or other communications permitted or required hereunder shall be in writing and shall be deemed
conclusively to have been given if personally delivered at or mailed by registered mail, postage prepaid, and return receipt
requested or transmitted by telecopier and confirmed by a similar mailed writing, as follows:
(i) if to the Servicer:
Alliance Mortgage Company
8100 Nations Way
Jacksonville, Florida32256
Attention: Carolyn Cragg
Telecopier No.: (904) 281-6206
and,
Alliance Mortgage Company
8100 Nations Way
Jacksonville, Florida32256
Attention: Michael C. Koster
Telecopier No.: (904) 281-6145
(ii) if to the Owner:
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ms. Ralene Ruyle
Telecopier No.: (972) 444-2880
(iii) if to the Master Servicer:
11000 Broken Land Parkway
Columbia, Maryland21044
Attention: Master Servicing - Bear Stearns
Telecopier No.: (410) 884-2360
or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice, or communication
hereunder shall be deemed to have been received on the date delivered to or received at the premises of the address (as evidenced, in
the case of registered or certified mail, by the date noted on the return receipt).
Section 11.06 Severability of Provisions.
Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or
unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held
to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the
extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable
any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party
of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good faith, to develop a
structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such
invalidity.
Section 11.07 Exhibits
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this
Agreement.
Section 11.08 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the
plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with
generally accepted accounting principles;
(iii) references herein to “Articles,” “Sections,” “Subsections,” “Paragraphs,” and other subdivisions without
reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is a reference to such Subsection as
contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
(v) the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a
whole and not to any particular provision; and
(vi) the term “include” or “including” shall mean without limitation by reason of enumeration.
Section 11.09 Reproduction of Documents.
This Agreement and all documents relating hereto, including, without limitation, (i) consents, waivers and
modifications which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial statements,
certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether
or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.
Section 11.10 Confidentiality of Information.
Each party recognizes that, in connection with this Agreement, it may become privy to non-public information
regarding the financial condition, operations and prospects of the other party. Except as required to be disclosed by law, each
party agrees to keep all non-public information regarding the other party strictly confidential, and to use all such information
solely in order to effectuate the purpose of this Agreement.
Section 11.11 Assignment by the Owner.
The Owner shall have the right, without the consent of the Servicer hereof, to assign, in whole or in part, its
interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of
the Owner hereunder, by executing an assignment and assumption agreement reasonably acceptable to the Servicer and the assignee or
designee shall accede to the rights and obligations hereunder of the Owner with respect to such Mortgage Loans. In no event shall
Owner sell a partial interest in any Mortgage Loan. All references to the Owner in this Agreement shall be deemed to include its
assignees or designees. It is understood and agreed between the Owners and the Servicer that no more than five (5) Persons shall
have the right of owner under this Agreement at any one time.
Section 11.12 No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the
parties hereto and the services of the Servicer shall be rendered as an independent contractor and not as agent for Owner.
Section 11.13 Execution, Successors and Assigns.
This Agreement may be executed in one or more counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one
and the same agreement. Subject to Section 8.05, this Agreement shall inure to the benefit of and be binding upon the Servicer and
the Owner and their respective successors and assigns.
Section 11.14 Entire Agreement.
Each of the Servicer and the Owner acknowledge that no representations, agreements or promises were made to it by
the other party or any of its employees other than those representations, agreements or promises specifically contained herein. This
Agreement sets forth the entire understanding between the parties hereto and shall be binding upon all successors of both parties.
IN WITNESS WHEREOF, the Servicer and the Owner have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the date and year first above written.
EMC MORTGAGE CORPORATION
By: __________________________________________________________________
Name: Ralene Ruyle
Title: President
ALLIANCE MORTGAGE COMPANY
By: __________________________________________________________________
Name: Carolyn S. Cragg
Title: Senior Vice President
EXHIBIT A
FORM OF
ACKNOWLEDGEMENT AGREEMENT
On this ____ day of __________ 200__, EMC Mortgage Corporation (the “Owner”) hereby delivers the mortgage loans identified
on Schedule A attached hereto (the “Mortgage Loans”) to Alliance Mortgage Corporation (the “Servicer”) and the Servicer hereby agrees
to service the mortgage loans identified on Schedule A attached hereto (the “Mortgage Loans”) pursuant to the Subservicing Agreement
dated as of August 1, 2002 by and between the Owner and the Servicer.
ALLIANCE MORTGAGE CORPORATION.
By:_________________________________________________
Name:_______________________________________________
Title:______________________________________________
A-1
EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
(date)
To:______________________
_________________________
_________________________
(the “Depository”)
As “Servicer” under the Subservicing Agreement, dated as of August 1, 2002, (the “Agreement”), we hereby authorize
and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as
“Alliance Mortgage Company Custodial Account, in trust for EMC Mortgage Corporation, Owner of Whole Loan Mortgages, and various
Mortgagors.” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Servicer. You may refuse
any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is
submitted to you in duplicate. Please execute and return one original to us.
By:____________________
Name:__________________
Title:_________________
The undersigned, as “Depository”, hereby certifies that the above described account has been established under
Account Number __________, at the office of the depository indicated above, and agrees to honor withdrawals on such account as
provided above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit
Insurance Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted
Investments as defined in the Agreement.
[ ]
(name of Depository)
By:____________________
Name:__________________
Title:_________________
B-1
EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
(date)
To:___________________________
______________________________
______________________________
(the “Depository”)
As “Servicer” under the Subservicing Agreement, dated as of August 1, 2002 (the “Agreement”), we hereby authorize
and request you to establish an account, as an Escrow Account pursuant to Section 4.06 of the Agreement, to be designated as
“Alliance Mortgage Company Escrow Account, in trust for EMC Mortgage Corporation, Owner of Whole Loan Mortgages, and various
Mortgagors.” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Servicer. You may refuse
any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is
submitted to you in duplicate. Please execute and return one original to us.
By:____________________
Name:__________________
Title:_________________
The undersigned, as “Depository”, hereby certifies that the above described account has been established under
Account Number __________, at the office of the depository indicated above, and agrees to honor withdrawals on such account as
provided above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit
Insurance Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted
Investments as defined in the Agreement.
[ ]
(name of Depository)
By:____________________
Name:__________________
Title:_________________
C-1
EXHIBIT D
REQUEST FOR RELEASE OF DOCUMENTS
To: Wells Fargo Bank Minnesota, National Association
1015 10th Avenue S.E.
Mpls., MN55414
Attn: ________________
Re: Custodial Agreement dated as of ________, among _____________________. and Wells Fargo Bank Minnesota,
National Association, as Custodian
In connection with the administration of the Mortgage Loans held by you as Custodian for the Owner pursuant to the
above-captioned Custody Agreement, we request the release, and hereby acknowledge receipt, of the Custodian’s Mortgage File for the
Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
_______ 1. Mortgage Paid in Full
_______ 2. Foreclosure
_______ 3. Substitution
_______ 4. Other Liquidation (Repurchases, etc.)
_______ 5. Nonliquidation [Reason:_______________________________]
Address to which Custodian should
Deliver the Custodian’s Mortgage File: __________________________________________
__________________________________________
__________________________________________
By:_______________________________________
(authorized signer)
Issuer:_____________________________________
Address:____________________________________
Date:_______________________________________
Custodian
D-1
Wells Fargo Bank Minnesota, National Association
Please acknowledge the execution of the above request by your signature and date below:
____________________________________ _________________
Signature Date
Documents returned to Custodian:
____________________________________ _________________
Custodian Date
D-2
EXHIBIT E
LOAN LEVEL FORMAT FOR TAPE INPUT,
SERVICER PERIOD REPORTING
The format for the tape should be:
1. Record length of 240
2. Blocking factor of 07 records per block
3. ASCII
4. Unlabeled tape
5. 6250 or 1600 BPI (please indicate)
COBOL
Field Name Position Length “picture”
Master Servicer No. 001-002 2 “01”
Unit Code 003-004 2 “ “
Loan Number 005-014 10 X(10)
Borrower Name 015-034 20 X(20)
Old Payment Amount 035-045 11 S9(9)V9(02)
Old Loan Rate 046-051 6 9(2)V9(04)
Servicer Fee Rate 052-057 6 9(2)V9(04)
Servicer Ending Balance 058-068 11 S9(9)V9(02)
Servicer Next Due Date 069-076 8 CCYYMMDD
Curtail Amt 1 - Before 077-087 11 S9(9)V9(02)
Curtail Date 1 088-095 8 CCYYMMDD
Curtail Amt 1 - After 096-106 11 S9(9)V9(02)
Curtail Amt 2 - Before 107-117 11 S9(9)V9(02)
Curtail Date 2 118-125 8 CCYYMMDD
Curtail Amt 2 - After 126-136 11 S9(9)V9(02)
Curtail Amt 3 - Before 137-147 11 S9(9)V9(02)
Curtail Date 3 148-155 8 CCYYMMDD
Curtail Amt 3 - After 156-166 11 S9(9)V9(02)
New Payment Amount 167-177 11 S9(9)V9(02)
New Loan Rate 178-183 6 9(2)V9(04)
Index Rate 184-189 6 9(2)V9(04)
Remaining Term 190-192 3 9(3)
Liquidation Amount 193-203 11 S9(9)V9(02)
Action Code 204-205 2 X(02)
Scheduled Principal 206-216 11 S9(9)V9(02)
Scheduled Interest 217-227 11 S9(9)V9(02)
Scheduled Ending Balance 228-238 11 S9(9)V9(02)
FILLER 239-240 2 X(02)
Trailer Record:
Number of Records 001-006 6 9(06)
FILLER 007-240 234 X(234)
E-1
Field Names and Descriptions:
Field Name Description
Master Servicer No. Hard code as “01” used internally
Unit Code Hard code as “ “ used internally
Loan Number Investor’s loan number
Borrower Name Last name of borrower
Old Payment Amount P&I amount used for the applied payment
Old Loan Rate Gross interest rate used for the applied payment
Servicer Fee Rate Servicer’s fee rate
Servicer Ending Balance Ending actual balance after a payment has been applied
Servicer Next Due Date Borrower’s next due date for a payment
Curtailment Amount 1 - Before Amount of curtailment applied before the payment
Curtailment Date 1 Date of curtailment should coincide with the payment date
applicable to the curtailment
Curtailment Amount 1 - After Amount of curtailment applied after the payment
Curtailment Amount 2 - Before Amount of curtailment applied before the payment
Curtailment Date 2 Date of curtailment should coincide with the payment date
applicable to the curtailment
Curtailment Amount 2 - After Amount of curtailment applied after the payment
Curtailment Amount 3 - Before Amount of curtailment applied before the payment
Curtailment Date 3 Date of curtailment should coincide with the payment date
applicable to the curtailment
Curtailment Amount 3 - After Amount of curtailment applied after the payment
New Payment Amount For ARM, Equal, or Buydown loans, when a payment change
occurs, this is the scheduled payment
New Loan Rate For ARM loans, when the gross interest rate change occurs,
this is the scheduled rate
E-2
Index Rate For ARM loans, the index rate used in calculating the new
gross interest rate
Remaining Term For ARM loans, the number of months left on the loan used
to determine the new P&I amount
Liquidation Amount The payoff amount of the loan
Action Code For delinquent loans:
12 -- Relief Provisions
15 -- Bankruptcy/Litigation
20 -- Referred for Deed-in-lieu, short sale
30 -- Referred to attorney to begin foreclosure
60 -- Loan Paid in full
70 -- Real Estate Owned
Scheduled Principal Amount of principal from borrower payment due to
bondholder
Scheduled Interest Amount of interest from borrower payment due to bondholder
Scheduled Ending Balance Ending scheduled balance of loan
FILLER Should be filled with spaces
E-3
EXHIBIT F
REPORTING DATA FOR DEFAULTED LOANS
Data must be submitted to Wells Fargo Bank in an Excel spreadsheet format with fixed field names and data type. The Excel
spreadsheet should be used as a template consistently every month when submitting data.
Table: Delinquency
Name Type Size
Servicer Loan # Number (Double) 8
Investor Loan # Number (Double) 8
Borrower Name Text 20
Address Text 30
State Text 2
Due Date Date/Time 8
Action Code Text 2
FC Received Date/Time 8
File Referred to Atty Date/Time 8
NOD Date/Time 8
Complaint Filed Date/Time 8
Sale Published Date/Time 8
Target Sale Date Date/Time 8
Actual Sale Date Date/Time 8
Loss Mit Approval Date Date/Time 8
Loss Mit Type Text 5
Loss Mit Estimated Completion Date Date/Time 8
Loss Mit Actual Completion Date Date/Time 8
Loss Mit Broken Plan Date Date/Time 8
BK Chapter Text 6
BK Filed Date Date/Time 8
Post Petition Due Date/Time 8
Motion for Relief Date/Time 8
Lift of Stay Date/Time 8
RFD Text 10
Occupant Code Text 10
Eviction Start Date Date/Time 8
Eviction Completed Date Date/Time 8
List Price Currency 8
List Date Date/Time 8
Accepted Offer Price Currency 8
Accepted Offer Date Date/Time 8
Estimated REO Closing Date Date/Time 8
Actual REO Sale Date Date/Time 8
|| Items in bold are MANDATORY FIELDS. We must receive information in those fields every month in order for your file to be
accepted.
The Action Code Field should show the applicable numeric code to indicate that a special action is being taken. The Action Codes are
the following:
12-Relief Provisions
15-Bankruptcy/Litigation
20-Referred for Deed-in-Lieu
30-Referred fore Foreclosure
60-Payoff
65-Repurchase
70-REO-Held for Sale
71-Third Party Sale/Condemnation
72-REO-Pending Conveyance-Pool Insurance claim filed
Wells Fargo Bank will accept alternative Action Codes to those above, provided that the Codes are consistent with industry
standards. If Action Codes other than those above are used, the Servicer must supply Wells Fargo Bank with a description of each of
the Action Codes prior to sending the file.
Description of Action Codes:
Action Code 12 - To report a Mortgage Loan for which the Borrower has been granted relief for curing a delinquency. The Action Date
is the date the relief is expected to end. For military indulgence, it will be three months after the Borrower’s discharge from
military service.
Action Code 15 - To report the Borrower’s filing for bankruptcy or instituting some other type of litigation that will prevent or
delay liquidation of the Mortgage Loan. The Action Date will be either the date that any repayment plan (or forbearance) instituted
by the bankruptcy court will expire or an additional date by which the litigation should be resolved.
Action Code 20 - To report that the Borrower has agreed to a deed-in-lieu or an assignment of the property. The Action Date is the
date the Servicer decided to pursue a deed-in-lieu or the assignment.
Action Code 30 - To report that the decision has been made to foreclose the Mortgage Loan. The Action Date is the date the Servicer
referred the case to the foreclosure attorney.
Action Code 60 - To report that a Mortgage Loan has been paid in full either at, or prior to, maturity. The Action Date is the date
the pay-off funds were remitted to the Master Servicer.
Action Code 65 - To report that the Servicer is repurchasing the Mortgage Loan. The Action Date is the date the repurchase proceeds
were remitted to the Master Servicer.
Action Code 70 - To report that a Mortgage Loan has been foreclosed or a deed-in-lieu of foreclosure has been accepted, and the
Servicer, on behalf of the owner of the Mortgage Loan, has acquired the property and may dispose of it. The Action Date is the date
of the foreclosure sale or, for deeds-in-lieu, the date the deed is recorded on behalf of the owner of the Mortgage Loan.
Action Code 71 - To report that a Mortgage Loan has been foreclosed and a third party acquired the property, or a total condemnation
of the property has occurred. The Action Date is the date of the foreclosure sale or the date the condemnation award was received.
Action Code 72 - To report that a Mortgage Loan has been foreclosed, or a deed-in-lieu has been accepted, and the property may be
conveyed to the mortgage insurer and the pool insurance claim has been filed. The Action Date is the date of the foreclosure sale,
or, for deeds-in-lieu, the date of the deed for conventional mortgages.
The Loss Mit Type field should show the approved Loss Mitigation arrangement. The following are acceptable:
ASUM- Approved Assumption
BAP- Borrower Assistance Program
CO- Charge Off
DIL- Deed-in-Lieu
FFA- Formal Forbearance Agreement
MOD- Loan Modification
PRE- Pre-Sale
SS- Short Sale
MISC- Anything else approved by the PMI or Pool Insurer
Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry
standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property. The acceptable codes are:
Mortgagor
Tenant
Unknown
Vacant
AMENDMENT NUMBER ONE
to the
SUBSERVICING AGREEMENT
Dated as of January 1, 2006
between
EMC MORTGAGE CORPORATION,
as Owner
and
EVERHOME MORTGAGE COMPANY (F/K/A ALLIANCE MORTGAGE COMPANY),
as Servicer
This AMENDMENT NUMBER ONE (this “Amendment”) is made and entered into this 1st day of January, 2006, by and between EMC
Mortgage Corporation, a Delaware corporation, as owner (the “Owner”) and Everhome Mortgage Company (f/k/a Alliance Mortgage Company),
as servicer (the “Servicer”) in connection with the Subservicing Agreement, dated as of August 1, 2002, between the above mentioned
parties (the “Agreement”). This Amendment is made pursuant to Section 11.02 of the Agreement.
RECITALS
WHEREAS, the parties hereto have entered into the Agreement;
WHEREAS, the Agreement provides that the parties thereto may enter into an amendment to the Agreement;
WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment; and
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the
Agreement.
2. Article I of the Agreement is hereby amended effective as of the date hereof by adding the following definitions to
Section 1.01:
Commission or SEC: The Securities and Exchange Commission.
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Pass-Through Transfer.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Prepayment Charge: Any prepayment premium, penalty or charge payable by a Mortgagor in connection with any Principal
Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as amended from
time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.
Securities Act: The Securities Act of 1933, as amended.
Servicing Criteria: As of any date of determination, the “servicing criteria” set forth in Item 1122(d) of Regulation AB,
or any amendments thereto, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit I for
convenience of reference only. In the event of a conflict or inconsistency between the terms of Exhibit I and the text of Item
1122(d) of Regulation AB, the text of Item 1122(d) of Regulation AB shall control (or those Servicing Criteria otherwise mutually
agreed to by the Owner, the Servicer and any Person that will be responsible for signing any Sarbanes Certification with respect to a
Pass-Through Transfer in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit I).
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Servicer
or a Subservicer.
Subservicer: Any Person that services Mortgage Loans on behalf of the Servicer or any Subservicer and is responsible for the
performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Servicer under this Agreement or any Reconstitution Agreement related thereto that are identified in
Item 1122(d) of Regulation AB.
3. Article I of the Agreement is hereby amended effective as of the date hereof by deleting the definition of
Pass-Through Transfer in Section 1.01 and replacing it with the following:
Pass-Through Transfer: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans
directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated
mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on
which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part,
of some or all of the Mortgage Loans.
4. Article I of the Agreement is hereby amended effective as of the date hereof by deleting the definition of Principal
Prepayment in Section 1.01 and replacing it with the following:
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial, which is received in
advance of its scheduled Due Date, including any Prepayment Charge and which is not accompanied by an amount of interest representing
scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
5. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following after clause
(h):
(i) Servicer has delivered to the Owner financial statements of its parent, for its last two complete fiscal years. All
such financial information fairly presents the pertinent results of operations and financial position for the period identified and
has been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes
thereto. There has been no change in the servicing policies and procedures, business, operations, financial condition, properties or
assets of the Servicer since the date of the Servicer’s financial information that would reasonably be expected to have a material
adverse effect on its ability to perform its obligations under this Agreement;
(j) As of the date of each Pass-Through Transfer, and except as has been otherwise disclosed to the Owner, the Master
Servicer and any Depositor: (1) the Servicer is not aware and has not received notice that any default or servicing related
performance trigger has occurred as to any other securitization due to any act or failure to act of the Servicer; (2) no material
noncompliance with applicable servicing criteria as to any other securitization has been disclosed or reported by the Servicer; (3)
the Servicer has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or
to application of a servicing performance test or trigger; (4) no material changes to the Servicer’s servicing policies and
procedures for similar loans has occurred in the preceding three years; (5) there are no aspects of the Servicer’s financial
condition that could have a material adverse impact on the performance by the Servicer of its obligations hereunder; (6) there are no
legal proceedings pending, or known to be contemplated by governmental authorities, against the Servicer that could be material to
investors in the securities issued in such Pass-Through Transfer; and (7) there are no affiliations, relationships or transactions
relating to the Servicer of a type that are described under Item 1119 of Regulation AB.
(k) If so requested by the Owner or any Depositor on any date, the Servicer shall, within five Business Days following
such request, confirm in writing the accuracy of the representations and warranties set forth in clause (j) of this Article or, if
any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of the
pertinent facts, in writing, to the requesting party.
(l) Notwithstanding anything to the contrary in the Agreement, the Servicer shall (or shall cause each Subservicer to)
(i) immediately notify the Owner, the Master Servicer and any Depositor in writing of (A) any material litigation or governmental
proceedings pending against the Servicer or any Subservicer of a type contemplated by Item 1117 of Regulation AB, (B) any
affiliations or relationships that develop following the closing date of a Pass-Through Transfer between the Servicer or any
Subservicer and any of the parties specified in clause (7) of paragraph (j) of this Article (and any other parties identified in
writing by the requesting party) with respect to such Pass-Through Transfer of a type contemplated by Item 1119 of Regulation AB, (C)
any Event of Default under the terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of
substantially all of the assets of the Servicer, except as provided in clause (m) below, and (E) the Servicer’s entry into an
agreement with a Subservicer to perform or assist in the performance of any of the Servicer’s material obligations under this
Agreement or any Reconstitution Agreement related thereto and (ii) provide to the Owner and any Depositor a description of such
proceedings, affiliations or relationships.
All notification pursuant to this clause (l), other than those pursuant to (l)(i)(A), should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
With a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Notifications pursuant to (l)(i)(A) should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
With copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
(m) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement
or any Reconstitution Agreement related thereto by any Person (i) into which the Servicer or such Subservicer may be merged or
consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the
Owner, the Master Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or
appointment, (x) written notice to the Owner, the Master Servicer and any Depositor of such succession or appointment and (y) in
writing and in form and substance reasonably satisfactory to the Owner, the Master Servicer and such Depositor, all information
reasonably requested by the Owner, the Master Servicer or any Depositor in order to comply with its reporting obligation under Item
6.02 of Form 8-K with respect to any class of asset-backed securities.
6. Article IV of the Agreement is hereby amended effective as of the date hereof by adding the following after the
first sentence of Section 4.01:
In addition, the Servicer shall furnish information regarding the borrower credit files related to such Mortgage Loan to
credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing
regulations.
7. Article IV of the Agreement is hereby amended effective as of the date hereof by adding the following as the last
paragraph of Section 4.02:
The Servicer shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall have been limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally, (ii) the enforcement
thereof is illegal, or any local, state or federal agency has threatened legal action if the Prepayment Charge is enforced, (iii) the
mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard and
customary in servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the
reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and
the related Mortgage Loan. If a Prepayment Charge is waived, but does not meet the standards described above, then the Servicer is
required to pay the amount of such waived Prepayment Charge by remitting such amount to the Owner by the Remittance Date.
8. Article IV of the Agreement is hereby amended effective as of the date hereof by revising the first paragraph of
Section 4.03 by adding the following after the first sentence:
In determining the delinquency status of any Mortgage Loan, the Servicer will use delinquency recognition policies as
described to and approved by the Owner, and shall revise these policies as requested by the Owner from time to time.
9. Article V of the Agreement is hereby amended effective as of the date hereof by deleting Section 5.02 in its
entirety and replacing it with the following:
Section 5.02 Statements to the Owner.
The Servicer shall furnish to Owner an individual Mortgage Loan accounting report (a “Report”), as of the last Business Day
of each month, in the Servicer's assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan
basis. With respect to each month, such Report shall be received by the Owner no later than the fifth Business Day of the month of
the related Remittance Date on a disk or tape or other computer-readable format in such format as may be mutually agreed upon by both
the Owner and the Servicer, and in hard copy, which Report shall contain the following:
(i) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to principal
(including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or
premiums, along with a detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to interest;
(iii) with respect to each Mortgage Loan, the amount of servicing compensation received by the Servicer during the prior
distribution period;
(iv) the Stated Principal Balance of each Mortgage Loan and the aggregate Stated Principal Balance of all Mortgage Loans
as of the first day of the distribution period and the last day of the distribution period;
(v) with respect to each Mortgage Loan, the current Mortgage Interest Rate;
(vi) with respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds and REO Disposition Proceeds received during the prior distribution period;
(vii) with respect to each Mortgage Loan, the amount of any Prepayment Interest Shortfalls paid by the Servicer in
accordance with Section 4.04(ix) during the prior distribution period;
(viii) the beginning and ending balances of the Custodial Account and Escrow Account;
(ix) the number of Mortgage Loans as of the first day of the distribution period and the last day of the distribution
period;
(x) with respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage Loan (a) delinquent as grouped in
the following intervals through final liquidation of such Mortgage Loan: 30 to 59 days, 60 to 89 days, 90 days or more; (b) as to
which foreclosure has commenced; and (c) as to which REO Property has been acquired;
(xi) with respect to each Mortgage Loan, the amount and severity of any realized loss following liquidation of such
Mortgage Loan;
(xii) with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans, the amount of any Monthly Advances
made by the Servicer during the prior distribution period;
(xiii) with respect to each Mortgage Loan, a description of any Servicing Advances made by the Servicer with respect to
such Mortgage Loan including the amount, terms and general purpose of such Servicing Advances, and the aggregate amount of Servicing
Advances for all Mortgage Loans during the prior distribution period;
(xiv) with respect to each Mortgage Loan, a description of any Nonrecoverable Advances made by the Servicer with respect
to such Mortgage Loan including the amount, terms and general purpose of such Nonrecoverable Advances, and the aggregate amount of
Nonrecoverable Advances for all Mortgage Loans during the prior distribution period;
(xv) with respect to each Mortgage Loan, a description of any Monthly Advances, Servicing Advances and Nonrecoverable
Advances reimbursed to the Servicer with respect to such Mortgage Loan during the prior distribution period pursuant to Section 4.05,
and the source of funds for such reimbursement, and the aggregate amount of any Monthly Advances, Servicing Advances and
Nonrecoverable Advances reimbursed to the Servicer for all Mortgage Loans during the prior distribution period pursuant to Section
4.05;
(xvi) with respect to any Mortgage Loan, a description of any material modifications, extensions or waivers to the terms,
fees, penalties or payments of such Mortgage Loan during the prior distribution period or that have cumulatively become material over
time;
(xvii) a description of any material breach of a representation or warranty set forth in Article III herein or of any other
breach of a covenant or condition contained herein and the status of any resolution of such breach;
(xviii) with respect to each Mortgage Loan, the Stated Principal Balance of any substitute Mortgage Loan provided by the
related originator and the Stated Principal Balance of any Mortgage Loan that has been replaced by a substitute Mortgage Loan; and
(xix) with respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage Loan that has been repurchased by
the related originator.
In addition, the Servicer shall provide to the Owner such other information known or available to the Servicer, without
unreasonable effort or expense unless participants in the asset-backed securities market reasonably consider such item standard, that
is necessary in order to provide the distribution and pool performance information as required under Item 1121 of Regulation AB, as
amended from time to time, as determined by the Owner in its sole commercially reasonable discretion. The Servicer shall also
provide with each such Report a monthly report, in the form of Exhibit E hereto, or such other form as is mutually acceptable to the
company, the Purchaser and the Master Servicer, Exhibit F with respect to defaulted loans and Exhibit L, with respect to realized
losses and gains, in electronic tape form.
The Servicer shall prepare and file any and all information statements or other filings required to be delivered to any
governmental taxing authority or to Owner pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Servicer shall provide Owner with such information concerning the Mortgage Loans to the extent
known or reasonably available to the Servicer and as is necessary for Owner to prepare its federal income tax return as Owner may
reasonably request from time to time.
In addition, not more than sixty (60) days after the end of each calendar year, the Servicer shall furnish to each Person
who was an Owner at any time during such calendar year an annual statement in accordance with the requirements of applicable federal
income tax law as to the aggregate of remittances of principal and interest for the applicable portion of such year.
10. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.04 in its
entirety and replacing it with the following:
Section 6.04 Annual Statement as to Compliance; Annual Certification.
(a) The Servicer will deliver to the Owner and the Master Servicer, not later than March 1st of each calendar year
beginning in 2007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a
review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement or other
applicable servicing agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based
on such review, the Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all
material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect,
specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such Annual Statement of
Compliance shall contain no restrictions or limitations on its use to the extent used in connection with a Pass-Through Transfer for
compliance with Regulation AB or as otherwise required by law. Copies of such statement shall be provided by the Servicer to the
Owner upon request and by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the
Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Servicer shall deliver
an officer’s certificate (an “Annual Certification”) of the Subservicer as described above as to each Subservicer with respect to the
applicable Mortgage Loans and such servicing responsibilities as and when required with respect to the Servicer.
(b) With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, by March 1st of each calendar
year beginning in 2007, an officer of the Servicer shall execute and deliver an Annual Certification to the Owner, the Master
Servicer and any related Depositor for the benefit of each such entity and such entity’s affiliates and the officers, directors and
agents of any such entity and such entity’s affiliates, in the form attached hereto as Exhibit G. In the event that the Servicer has
delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Servicer shall deliver an Annual
Certification of the Subservicer as described above as to each Subservicer with respect to the applicable Mortgage Loans and such
servicing responsibilities as and when required with respect to the Servicer.
(c) If the Servicer cannot deliver the related Annual Statement of Compliance or Annual Certification by March 1st of
such year, the Owner, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance or
Annual Certification, but in no event later than March 10th of such year.
Failure of the Servicer to timely comply with this Section 6.04 shall be deemed an Event of Default, automatically, without
notice and without any cure period, unless otherwise agreed to by the Owner as set forth in Section 6.04(c), and Owner may, in
addition to whatever rights the Owner may have under Section 8.01 and at law or equity or to damages, including injunctive relief and
specific performance, terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans
and the proceeds thereof without compensating the Servicer for the same, as provided in Section 9.01 (except the Servicer shall be
entitled to any reimbursements set forth in the Agreement). Such termination shall be considered with cause pursuant to Section
10.01 of this Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
11. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.05 in its
entirety and replacing it with the following:
Section 6.05 [Reserved].
12. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
6.09:
Section 6.09 Assessment of Compliance with Servicing Criteria.
On and after January 1, 2006, the Servicer shall service and administer, and shall cause each subservicer to servicer or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, the Servicer shall deliver to the Owner
or its designee, the Master Servicer and any Depositor on or before March 1st of each calendar year beginning in 2007, a report (an
“Assessment of Compliance”) reasonably satisfactory to the Owner, the Master Servicer and any Depositor regarding the Servicer’s
assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the
Exchange Act and Item 1122 of Regulation AB, or as otherwise reasonably required by the Master Servicer, which as of the date hereof,
require a report by an authorized officer of the Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to
the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing
Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer’s compliance with the applicable Servicing Criteria for the period
consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during
such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken
as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s Assessment
of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall
be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer,
that are backed by the same asset type as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form
of Exhibit K hereto delivered to the Owner concurrently with the execution of this Agreement.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, on or before March 1st of each calendar
year beginning in 2007, the Servicer shall furnish to the Owner or its designee, the Master Servicer and any Depositor a report (an
“Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the
Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise reasonably
required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or
adopted by the Public Company Accounting Oversight Board.
The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.15 to be
“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the Master
Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in Section 6.09.
If the Servicer cannot deliver the related Assessment of Compliance or Attestation Report by March 1st of such year, the
Owner, at its sole option, may permit a cure period for the Servicer to deliver such Assessment of Compliance or Attestation Report,
but in no event later than March 10th of such year.
Failure of the Servicer to timely comply with this Section 6.09 shall be deemed an Event of Default, automatically, without
notice and without any cure period, unless otherwise agreed to by the Owner as described herein, and Owner may, in addition to
whatever rights the Owner may have under Section 8.01 and at law or equity or to damages, including injunctive relief and specific
performance, terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof without compensating the Servicer for the same, as provided in Section 9.01 (except the Servicer shall be entitled
to any reimbursements set forth in the Agreement). Such termination shall be considered with cause pursuant to Section 10.01 of this
Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
13. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
6.08:
Section 6.10 Intent of the Parties; Reasonableness.
The Owner and the Servicer acknowledge and agree that a purpose of clause (j) of Article III, 5.02, 6.04, 6.09 and 10.02 of
this Agreement is to facilitate compliance by the Owner and any Depositor with the provisions of Regulation AB and related rules and
regulations of the Commission. None of the Owner, the Master Servicer or any Depositor shall exercise its right to request delivery
of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the
Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Servicer acknowledges that
interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and
agrees to comply with reasonable requests made by the Owner or any Depositor in good faith for delivery of information under these
provisions on the basis of evolving interpretations of Regulation AB. In connection with any Pass-Through Transfer, the Servicer
shall cooperate fully with the Owner to deliver to the Owner (including any of its assignees or designees) and any Depositor, any and
all statements, reports, certifications, records and any other information necessary in the good faith determination of the Owner or
any Depositor to permit the Owner or such Depositor to reasonably comply with the provisions of Regulation AB, together with such
disclosures relating to the Servicer, any Subservicer and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably
believed by the Owner or any Depositor to be necessary in order to effect such compliance.
14. Article IX of the Agreement is hereby amended effective as of the date hereof by deleting the first sentence of the
last paragraph of Section 9.01 and replacing it with the following:
then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Owner, by notice in
writing to the Servicer (or as otherwise stated herein, in which case, automatically and without notice) may, in addition to whatever
rights the Owner may have under Section 8.01 and at law or equity or to damages, including injunctive relief and specific
performance, terminate all the rights and obligations of the Servicer (and if the Servicer is servicing any of the Mortgage Loans in
a Pass-Through Transfer, appoint a successor servicer reasonably acceptable to the Master Servicer for such Pass-Through Transfer)
under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same.
15. Article IX of the Agreement is hereby amended effective as of the date hereof by adding the following at the end of
the last paragraph of Section 9.01:
The Servicer shall promptly reimburse the Owner (or any designee of the Owner, such as a master servicer) and any Depositor,
as applicable, for all reasonable expenses incurred by the Owner (or such designee) or such Depositor, as such are incurred, in
connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor
servicer. The provisions of this paragraph shall not limit whatever rights the Owner or any Depositor may have under other provisions
of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for
damages, specific performance or injunctive relief.
16. Article X of the Agreement is hereby amended effective as of the date hereof by restating Section 10.02 in its
entirety as follows:
Section 10.02. Cooperation of Servicer with a Reconstitution.
The Servicer and the Owner agree that with respect to some or all of the Mortgage Loans, on or after the related Closing
Date, on one or more dates (each a "Reconstitution Date") at the Owner 's sole option, the Owner may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more Pass-Through Transfers.
With respect to each Whole Loan Transfer or Pass-Through Transfer, as the case may be, effected by the Owner, Owner (i)
shall reimburse Servicer for all reasonable out-of-pocket third party costs and expenses related thereto and (ii) shall pay Servicer
a reasonable amount representing time and effort expended by Servicer related thereto (which amount shall be reasonably agreed upon
by Servicer and Owner prior to the expenditure of such time and effort); provided, however, that for each Whole Loan Transfer and/or
Pass-Through Transfer, the sum of such amounts described in subsections (i) and (ii) above shall in no event exceed $5,000. For
purposes of this paragraph, all Whole Loan Transfers and/or Pass-Through Transfers made to the same entity within the same accounting
cycle shall be considered one Whole Loan Transfer or Pass-Through Transfer.
The Servicer agrees to execute in connection with any agreements among the Owner, the Servicer, and any servicer in
connection with a Whole Loan Transfer, an assignment, assumption and recognition agreement, or, at Owner’s request, a seller's
warranties and servicing agreement or a participation and servicing agreement or similar agreement in form and substance reasonably
acceptable to the parties, and in connection with a Pass-Through Transfer, a pooling and servicing agreement in form and substance
reasonably acceptable to the parties, (collectively the agreements referred to herein are designated, the “Reconstitution
Agreements”). It is understood that any such Reconstitution Agreements will not contain any greater obligations on the part of
Servicer than are contained in this Agreement. Notwithstanding anything to the contrary in this Section 10.02, the Servicer agrees
that it is required to perform the obligations described in Exhibit H hereto.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Owner, the Servicer agrees (1)
to reasonably cooperate with the Owner and any prospective purchaser with respect to all reasonable requests and due diligence
procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Owner, provided the Servicer had the
ability to negotiate such Reconstitution Agreements in good faith; (3) to restate the representations and warranties set forth in
this Agreement as of the settlement or closing date in connection with such Reconstitution (each, a "Reconstitution Date").
In addition, the Servicer shall provide to such servicer or issuer, as the case may be, and any other participants in such
Reconstitution:
(i) any and all information and appropriate verification of information which may be reasonably available to the
Servicer, whether through letters of its auditors and counsel or otherwise, as the Owner or any such other participant shall request
upon reasonable demand;
(ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates
of public officials or officers of the Servicer as are reasonably agreed upon by the Servicer and the Owner or any such other
participant;
(iii) within 5 Business Days after request by the Owner, the information with respect to the Servicer (as servicer) as
required by Item 1108(b) and (c) of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as
Exhibit J for convenience of reference only, as determined by Owner in its sole commercially reasonable discretion. In the event
that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Servicer
shall provide the information required pursuant to this clause with respect to the Subservicer;
(iv) within 5 Business Days after request by the Owner,
(a) information regarding any legal proceedings pending (or known to be contemplated) against the Servicer (as
servicer) and each Subservicer as required by Item 1117 of Regulation AB, a summary of the requirements of which as of the
date hereof is attached hereto as Exhibit J for convenience of reference only, as determined by Owner in its sole
commercially reasonable discretion,
(b) information regarding affiliations with respect to the Servicer (as servicer) and each Subservicer as required
by Item 1119(a) of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit
J for convenience of reference only, as determined by Owner in its sole commercially reasonable discretion, and
(c) information regarding relationships and transactions with respect to the Servicer (as servicer) and each
Subservicer as required by Item 1119(b) and (c) of Regulation AB, a summary of the requirements of which as of the date
hereof is attached hereto as Exhibit J for convenience of reference only, as determined by Owner in its sole commercially
reasonable discretion; and
(v) for the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed
securities, the Servicer shall (or shall cause each Subservicer to) (i) provide prompt notice to the Owner, the Master Servicer and
any Depositor in writing of (A) any material litigation or governmental proceedings involving the Servicer or any Subservicer of a
type contemplated by Item 1117 of Regulation AB, (B) any affiliations or relationships that develop following the closing date of a
Pass-Through Transfer between the Servicer or any Subservicer and any of the parties specified in clause (D) of paragraph (a) of this
Section (and any other parties identified in writing by the requesting party) with respect to such Pass-Through Transfer of a type
contemplated by Item 1119 of Regulation AB, (C) any Event of Default under the terms of this Agreement or any Reconstitution
Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry
into an agreement with a Subservicer to perform or assist in the performance of any of the Servicer’s material obligations under this
Agreement or any Reconstitution Agreement related thereto and (ii) provide to the Owner and any Depositor a description of such
proceedings, affiliations or relationships;
(vi) as a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or
any Reconstitution Agreement related thereto by any Person (i) into which the Servicer or such Subservicer may be merged or
consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the
Owner, the Master Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or
appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and
substance reasonably satisfactory to the Owner and such Depositor, all information reasonably requested by the Owner or any Depositor
in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities;
(vii) in addition to such information as the Servicer, as servicer, is obligated to provide pursuant to other provisions of
this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of
any Pass-Through Transfer that includes any of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such
Subservicer, as applicable, shall, to the extent the Servicer or such Subservicer has knowledge, provide to the party responsible for
filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with
all information, data, and materials related thereto as may be required to be included in the related distribution report on Form
10-D (as specified in the provisions of Regulation AB referenced below):
(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments
during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or transaction covenants (Item
1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities issuances backed by the same pool assets, any
pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting
or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB); and
(viii) the Servicer shall provide to the Owner, the Master Servicer and any Depositor upon reasonable request, evidence of
the authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and
Errors and Omission Insurance policy, financial information and reports, and such other information related to the Servicer or any
Subservicer or the Servicer or such Subservicer’s performance hereunder.
In the event of a conflict or inconsistency between the terms of Exhibit J and the text of the applicable Item of Regulation
AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.
The Servicer shall indemnify the Owner, each affiliate of the Owner, and each of the following parties participating in a
Pass-Through Transfer: each sponsor and issuing entity; each Person (including, but not limited to, the Master Servicer, if
applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect
to such Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
Act with respect to such Pass-Through Transfer; each broker dealer acting as underwriter, placement agent or initial purchaser, each
Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of
the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the
foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and
expenses that any of them may sustain arising out of or based upon:
(i)(A) any untrue statement of a material fact contained or alleged to be contained in any written or electronic
information, report, certification, data, accountants’ letter or other written or electronic material provided under this Section
10.02 by or on behalf of the Servicer, or provided under this Section 10.02 by or on behalf of any Subservicer or Subcontractor
(collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material
fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall
be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale
or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or
separately from such other information;
(ii) any breach by the Servicer of its obligations under this Section 10.02, including particularly any failure by the
Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other
material when and as required under this Section 10.02, including any failure by the Servicer to identify pursuant to Section 11.15
any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB;
(iii) any breach by the Servicer of a representation or warranty set forth in Article III or in a writing furnished pursuant
to clause (k) of Article III and made as of a date prior to the closing date of the related Pass-Through Transfer, to the extent that
such breach is not cured by such closing date, or any breach by the Servicer of a representation or warranty in a writing furnished
pursuant to clause (k) of Article III to the extent made as of a date subsequent to such closing date; or
(iv) the negligence bad faith or willful misconduct of the Servicer in connection with its performance
under this Section 10.02.
If the indemnification provided for herein is unavailable or insufficient, as the result of a court of law holding
such indemnification void on the basis of public policy, to hold harmless an Indemnified Party, then the Servicer agrees that it
shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities
incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on
the one hand and the Servicer on the other.
In the case of any failure of performance described above, the Servicer shall promptly reimburse the Owner, any
Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed
with the Commission with respect to such Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or
Rule 15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer, for all costs reasonably incurred by each such
party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by
the Servicer, any Subservicer or any Subcontractor.
This indemnification shall survive the termination of this Agreement or the termination of any party to this
Agreement.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance
with the terms of, this Agreement, and with respect thereto this Agreement shall remain in full force and effect.
17. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
11.15:
Section 11.15. Use of Subservicers and Subcontractors.
(a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations
of the Servicer as servicer under this Agreement or any Reconstitution Agreement related thereto unless the Servicer complies with
the provisions of paragraph (b) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor,
and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the
obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement related thereto unless the Servicer
complies with the provisions of paragraph (d) of this Section.
(b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Owner
and any Depositor to comply with the provisions of this Section and with clauses (j) and (m) of Article III, 6.04, 6.09 and 10.02 of
this Agreement to the same extent as if such Subservicer were the Servicer with respect to the Mortgage Loans subserviced by the
Subservicer, and to provide the information required with respect to such Subservicer under clause (l) of Article III of this
Agreement; provided, however, that the Servicer is responsible for providing that information if the Subservicer does not deliver any
Annual Statement of Compliance, Assessment of Compliance or Attestation Report. The Servicer shall be responsible for obtaining from
each Subservicer and delivering to the Owner, the Master Servicer and any Depositor any Annual Statement of Compliance required to be
delivered by such Subservicer under Section 6.04(a), any Assessment of Compliance and Attestation Report required to be delivered by
such Subservicer under Section 6.09 and any Annual Certification required under Section 6.04(b) as and when required to be delivered.
(c) The Servicer shall promptly upon request provide to the Owner, the Master Servicer and any Depositor (or any
designee of the Depositor, such as an administrator) a written description (in form and substance satisfactory to the Owner, the
Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer,
specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the
servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.
(d) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any
Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 6.09 and 10.02 of this
Agreement to the same extent as if such Subcontractor were the Servicer with respect to the Mortgage Loans for which the
Subcontractor is participating in the servicing function; provided, however, that the Servicer is responsible for providing the
information if the Subcontractor does not deliver any Assessment of Compliance or Attestation Report. The Servicer shall be
responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor any Assessment of Compliance and
Attestation Report and the other certificates required to be delivered by such Subservicer and such Subcontractor under Section 6.09,
in each case as and when required to be delivered.
18. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
11.16:
Section 11.16. Third-Party Beneficiary.
For purposes of this Agreement, the Master Servicer shall be considered a third party beneficiary of this Agreement,
entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.
19. The Agreement is hereby amended as of the date hereof by deleting Exhibit E in its entirety and replacing it with
the following:
EXHIBIT E
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME The borrower name as received in the file. Maximum length of 30 (Last, 30
It is not separated by first and last name. First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs 11
interest payment that a borrower is expected ($)
to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT The new loan payment amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6
a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the beginning of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the end of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY 10
the borrower's next payment is due to the
Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10
first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10
third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
Action Code Key: 2
15=Bankruptcy,
30=Foreclosure, , 60=PIF,
63=Substitution,
65=Repurchase,70=REO
------------ ------------------------------ --------
ACTION_CODE The standard FNMA numeric code used to
indicate the default/delinquent status of a
particular loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or dollar signs 11
if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount 2 No commas(,) or dollar signs 11
due at the beginning of the cycle date to be ($)
passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs 11
investors at the end of a processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs 11
the Servicer for the current cycle -- only ($)
applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable
for Scheduled/Scheduled Loans. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs 11
Servicer for the current reporting cycle -- ($)
only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The actual gross interest amount less the
service fee amount for the current reporting No commas(,) or dollar signs
ACTL_NET_INT cycle as reported by the Servicer -- only 2 ($) 11
applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs 11
prepays on his loan as reported by the ($)
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
20. The Agreement is hereby amended as of the date hereof by deleting Exhibit F in its entirety and replacing it with
the following:
EXHIBIT F
REPORTING DATA FOR DEFAULTED LOANS
Standard File Layout - Delinquency Reporting
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Column/Header Name Description Decimal Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR A unique identifier assigned to each loan by the
originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans in
their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ADDRESS Street Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE The state where the property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due MM/DD/YYYY
to the servicer at the end of processing cycle, as
reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,)
sale. or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE A code that indicates the condition of the
property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Exhibit 2: Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry
standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property code as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
------------------------ ---------------------------------------------------------
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor’s family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor’s family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
------------------------ -------------------------------------------------------
Status Code Status Description
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
62 Veteran’s Affairs-No Bid
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
63 Veteran’s Affairs-Refund
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
64 Veteran’s Affairs-Buydown
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ -------------------------------------------------------
21. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit G:
EXHIBIT G
FORM OF SERVICER CERTIFICATION
Re: The [ ] agreement dated as of [ l, 200[ ] (the “Agreement”), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF SERVICER] (the “Company”), certify to [the
Purchaser], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:
I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation
AB (the “Compliance Statement”), the report on assessment of the Company’s compliance with the servicing criteria set forth
in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports, officer’s
certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were
delivered by the Company to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement
(collectively, the “Company Servicing Information”);
Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances
under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing
Information;
Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the
Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];
I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on
my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the
Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under
the Agreement in all material respects; and
The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the Servicing Assessment and
Attestation Report required to be provided by the Company and by any Subservicer and Subcontractor pursuant to the Agreement, have
been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described in such reports have been
disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed
in such reports.
22. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit H:
EXHIBIT H
SERVICER’S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
o The Servicer shall (i) possess the ability to service to securitization documents; (ii) service on a “Scheduled/Scheduled”
reporting basis (advancing through the liquidation of an REO Property), (iii) make compensating interest payments on payoffs
and curtailments and (iv) remit and report to a master servicer in format acceptable to such master servicer by the 10th
calendar day of each month.
o The Servicer shall provide an acceptable annual certification (officer’s certificate) to the master servicer (as required by
the Sarbanes-Oxley Act of 2002) as well as any other annual certifications required under the securitization documents (i.e.
the annual statement as to compliance/annual independent certified public accountants’ servicing report due by March 1st of
each year).
o The Servicer shall allow for the Owner, the master servicer or their designee to perform a review of audited financials and
net worth of the Servicer.
o The Servicer shall provide information on each Custodial Account as requested by the master servicer or the Owner, and each
Custodial Accounts shall comply with the requirements for such accounts as set forth in the securitization documents.
o The Servicer shall maintain its servicing system in accordance with the requirements of the master servicer.
23. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit I:
EXHIBIT I
SUMMARY OF REGULATION AB
SERVICING CRITERIA
NOTE: This Exhibit I is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms of
this Exhibit I and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the SEC
shall control.
Item 1122(d)
(i) General servicing considerations.
(A) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with
the transaction agreements.
(B) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the
third party’s performance and compliance with such servicing activities.
(C) Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
(D) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
(ii) Cash collection and administration.
(A) Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no
more than two business days following receipt, or such other number of days specified in the transaction agreements.
(B) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
(C) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged
for such advances, are made, reviewed and approved as specified in the transaction agreements.
(D) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction
agreements.
(E) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction
agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
(F) Unissued checks are safeguarded so as to prevent unauthorized access.
(G) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in
the transaction agreements.
(iii) Investor remittances and reporting.
(A) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the
transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or
the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.
(B) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set
forth in the transaction agreements.
(C) Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other
number of days specified in the transaction agreements.
(D) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial
bank statements.
(iv) Mortgage Loan administration.
(A) Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan
documents.
(B) Mortgage loan and related documents are safeguarded as required by the transaction agreements.
(C) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions
or requirements in the transaction agreements.
(D) Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to
the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage
loan documents.
(E) The Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s unpaid
principal balance.
(F) Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with the transaction agreements and related mortgage loan documents.
(G) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures
and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
(H) Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction
agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
(I) Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related
mortgage loan documents.
(J) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with
the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
(C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
(K) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or
expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by
the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
(L) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s
funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
(M) Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the
Servicer, or such other number of days specified in the transaction agreements.
(N) Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the transaction
agreements.
(O) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is
maintained as set forth in the transaction agreements.
24. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit J:
EXHIBIT J
SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE: This Exhibit J is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms of
this Exhibit J and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the SEC
shall control.
Item 1108(b) and (c)
Provide the following information with respect to each servicer that will service, including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:
-a description of the Servicer’s form of organization;
-a description of how long the Servicer has been servicing residential mortgage loans; a general discussion of the
Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Servicer’s experience in, and
procedures for the servicing function it will perform under this Agreement and any Reconstitution Agreements; information regarding
the size, composition and growth of the Servicer’s portfolio of mortgage loans of the type similar to the Mortgage Loans and
information on factors related to the Servicer that may be material to any analysis of the servicing of the Mortgage Loans or the
related asset-backed securities, as applicable, including whether any default or servicing related performance trigger has occurred
as to any other securitization due to any act or failure to act of the Servicer, whether any material noncompliance with applicable
servicing criteria as to any other securitization has been disclosed or reported by the Servicer, and the extent of outsourcing the
Servicer uses;
-a description of any material changes to the Servicer’s policies or procedures in the servicing function it will perform
under this Agreement and any Reconstitution Agreements for mortgage loans of the type similar to the Mortgage Loans during the past
three years;
-information regarding the Servicer’s financial condition to the extent that there is a material risk that the effect on one
or more aspects of servicing resulting from such financial condition could have a material impact on the performance of the
securities issued in the Pass-Through Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;
-any special or unique factors involved in servicing loans of the same type as the Mortgage Loans, and the Servicer’s
processes and procedures designed to address such factors;
-statistical information regarding principal and interest advances made by the Servicer on the Mortgage Loans and the
Servicer’s overall servicing portfolio for the past three years; and
-the Servicer’s process for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.
Item 1117
-describe any legal proceedings pending against the Servicer or against any of its property, including any proceedings known
to be contemplated by governmental authorities, that may be material to the holders of the securities issued in the Pass-Through
Transfer.
Item 1119(a)
-describe any affiliations of the Servicer, each other originator of the Mortgage Loans and each Subservicer with the
sponsor, depositor, issuing entity, trustee, any originator, any other servicer, any significant obligor, enhancement or support
provider or any other material parties related to the Pass-Through Transfer.
Item 1119(b)
-describe any business relationship, agreement, arrangement, transaction or understanding entered into outside of the
ordinary course of business or on terms other than those obtained in an arm’s length transaction with an unrelated third party, apart
from the Pass-Through Transfer, between the Servicer, each other originator of the Mortgage Loans and each Subservicer, or their
respective affiliates, and the sponsor, depositor or issuing entity or their respective affiliates, that exists currently or has
existed during the past two years, that may be material to the understanding of an investor in the securities issued in the
Pass-Through Transfer.
Item 1119(c)
-describe any business relationship, agreement, arrangement, transaction or understanding involving or relating to the
Mortgage Loans or the Pass-Through Transfer, including the material terms and approximate dollar amount involved, between the
Servicer, each other originator of the Mortgage Loans and each Subservicer, or their respective affiliates and the sponsor, depositor
or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.
25. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit K:
EXHIBIT K
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Servicer] [Name of Subservicer] shall address, at a minimum, the
criteria identified as below as “Applicable Servicing Criteria”:
--------------------------------------------------------------------------------------------- -----------------------
Servicing Criteria Applicable Servicing
Criteria
--------------------------------------------------------------------------------------------- -----------------------
Reference Criteria
----------------------- --------------------------------------------------------------------- -----------------------
General Servicing Considerations
----------------------- -----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance X
or other triggers and events of default in accordance with the
transaction agreements.
----------------------- -----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor the
third party’s performance and compliance with such servicing
activities.
----------------------- -----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
----------------------- -----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the X
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
----------------------- -----------------------
Cash Collection and Administration
----------------------- -----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to X
an investor are made only by authorized personnel.
----------------------- -----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows X
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
----------------------- -----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with X
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
----------------------- -----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured X
depository institution as set forth in the transaction agreements.
For purposes of this criterion, “federally insured depository
institution” with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
----------------------- -----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X
access.
----------------------- -----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all X
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
----------------------- -----------------------
Investor Remittances and Reporting
----------------------- -----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the X
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors’ or the trustee’s records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
----------------------- -----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance X
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
----------------------- -----------------------
Disbursements made to an investor are posted within two business
days to the Servicer’s investor records, or such other number of X
1122(d)(3)(iii) days specified in the transaction agreements.
----------------------- -----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank X
1122(d)(3)(iv) statements.
----------------------- -----------------------
Pool Asset Administration
----------------------- -----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required X
by the transaction agreements or related mortgage loan documents.
----------------------- -----------------------
Mortgage loan and related documents are safeguarded as required by X
1122(d)(4)(ii) the transaction agreements
----------------------- -----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are X
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in X
accordance with the related mortgage loan documents are posted to
the Servicer’s obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
----------------------- -----------------------
1122(d)(4)(v) The Servicer’s records regarding the mortgage loans agree with the X
Servicer’s records with respect to an obligor’s unpaid principal
balance.
----------------------- -----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's X
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
----------------------- -----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
----------------------- -----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the X
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity’s activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
----------------------- -----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans X
with variable rates are computed based on the related mortgage loan
documents.
----------------------- -----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow X
accounts): (A) such funds are analyzed, in accordance with the
obligor’s mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance X
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be X
made on behalf of an obligor are paid from the servicer’s funds and
not charged to the obligor, unless the late payment was due to the
obligor’s error or omission.
----------------------- -----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor’s records maintained by the servicer,
or such other number of days specified in the transaction X
1122(d)(4)(xiii) agreements.
----------------------- -----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are X
recognized and recorded in accordance with the transaction
agreements.
----------------------- -----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
---------------------------------------------------------------------------------------------------------------------
[NAME OF SERVICER] [NAME OF SUBSERVICER]
Date: _________________________
By: _________________________
Name:
Title:
26. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit L:
EXHIBIT L
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages
are due on the remittance report date. Late submissions may result in claims not being passed until the following month.
The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to
recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB’s approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental
proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in
parenthesis ( ).
Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------------------- -------------------------------------- --------------------------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------------------- -------------------------------------- --------------------------------------------
WELLS FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If “Yes”, provide deficiency or cramdown amount _______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ ______________ (1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________ (6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________(12)
Total Expenses $ _______________(13)
Credits:
(14) Escrow Balance $ _______________(14)
(15) HIP Refund _________________(15)
(16) Rental Receipts _________________(16)
(17) Hazard Loss Proceeds _________________(17)
(18) Primary Mortgage Insurance / Gov’t Insurance
________________ (18a) HUD Part A
(18b) HUD Part B ________________
(19) Pool Insurance Proceeds ________________(19)
(20) Proceeds from Sale of Acquired Property ________________(20)
(21) Other (itemize) ________________(21)
_________________________________________ ________________(21)
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
Escrow Disbursement Detail
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(Tax /Ins.) Coverage
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27. Except as amended above, the Agreement shall continue to be in full force and effect in accordance with its terms.
28. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and of
said counterparts taken together shall be deemed to constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the following parties have caused their names to be signed hereto by their respective officers thereunto
duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION,
as Owner
By: _______________________________
Name:
Title:
EVERHOME MORTGAGE COMPANY (F/K/A ALLIANCE MORTGAGE COMPANY),
as Servicer
By:________________________________
Name:
Title:
EXHIBIT H-7
EMC MORTGAGE CORPORATION
Purchaser,
FIRST TENNESSEE MORTGAGE SERVICES, INC.
Servicer,
FIRST HORIZON HOME LOAN CORPORATION
Seller,
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of September 1, 2003
(Fixed and Adjustable Rate Mortgage Loans)
This is a Purchase, Warranties and Servicing Agreement, dated as of September 1, 2003 and is executed among EMC MORTGAGE
CORPORATION, as Purchaser, with offices located at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas75038 (the
"Purchaser"), FIRST TENNESSEE MORTGAGE SERVICES, INC., as servicer (the “Servicer”) with offices located at 4000 Horizon Way, Irving,
Texas75063 and FIRST HORIZON HOME LOAN CORPORATION, as seller (the “Seller”) with offices located at 4000 Horizon Way, Irving, Texas75063 (the Servicer and the Seller together referred to as the "Company").
W I T N E S S E T H :
WHEREAS, the Purchaser has heretofore agreed to purchase from the Company and the Company has heretofore agreed to sell to
the Purchaser, from time to time, certain Mortgage Loans on a servicing retained basis;
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security instrument creating a first
lien on a residential dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule, which is annexed to the related
Term Sheet; and
WHEREAS, the Purchaser and the Company wish to prescribe the representations and warranties of the Company with respect to
itself and the Mortgage Loans and the management, servicing and control of the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser and the Company agree as follows:
ARTICLE I
DEFINITIONSSection 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the
following meaning specified in this Article:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices (including collection
procedures) of prudent mortgage banking institutions which service mortgage loans of the same type as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located, and which are in accordance with Fannie Mae servicing practices and
procedures, for MBS pool mortgages, as defined in the Fannie Mae Guides including future updates.
Adjustment Date: As to each adjustable rate Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in
accordance with the terms of the related Mortgage Note.
Agreement: This Purchase, Warranties and Servicing Agreement including all exhibits hereto, amendments hereof and
supplements hereto.
Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for the
originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the requirements of the
Company and Fannie Mae.
Assignment: An individual assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form,
sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale or
transfer of the Mortgage Loan.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the State of New York or State of
Texas, or (iii) a day on which banks in the State of New York or State of Texas are authorized or obligated by law or executive order
to be closed.
Closing Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Code: The Internal Revenue Code of 1986, or any successor statute thereto.
Company: Reference to the Seller and Servicer.
Company's Officer's Certificate: A certificate signed by the Chairman of the Board, President, any Vice President or
Treasurer of Company stating the date by which Company expects to receive any missing documents sent for recording from the
applicable recording office.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary,
partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a
Mortgagor in accordance with the terms of the related Mortgage Loan Documents.
Confirmation: The trade confirmation letter between the Purchaser and the Company which relates to the Mortgage Loans.
Co-op Lease: With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied by the Mortgagor and relating
to the stock allocated to the related dwelling unit.
Co-op Loan: A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a residential cooperative
housing corporation and a collateral assignment of the related Co-op Lease.
Current Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for
the Company (by an appraiser who met the requirements of the Company and Fannie Mae) at the request of a Mortgagor for the purpose of
canceling a Primary Mortgage Insurance Policy in accordance with federal, state and local laws and regulations or otherwise made at
the request of the Company or Mortgagor.
Current LTV: The ratio of the Stated Principal Balance of a Mortgage Loan to the Current Appraised Value of the
Mortgaged Property.
Custodial Account: Each separate demand account or accounts created and maintained pursuant to Section 4.04 which shall be
entitled "[_____________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans" and shall be established in
an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.
Custodian: With respect to any Mortgage Loan, the entity stated on the related Term Sheet, and its successors and assigns,
as custodian for the Purchaser.
Cut-off Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately preceding such
15th day) of the month of the related Remittance Date.
Due Date: The day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace, which
is the first day of the month.
Due Period: With respect to any Remittance Date, the period commencing on the second day of the month preceding the month
of such Remittance Date and ending on the first day of the month of the Remittance Date.
Eligible Account: An account established and maintained: (i) within FDIC insured accounts created, maintained and monitored
by the Company so that all funds deposited therein are fully insured, or (ii) as a trust account with the corporate trust department
of a depository institution or trust company organized under the laws of the United States of America or any one of the states
thereof or the District of Columbia which is not affiliated with the Company (or any sub-servicer) or (iii) with an entity which is
an institution whose deposits are insured by the FDIC, the unsecured and uncollateralized long-term debt obligations of which shall
be rated “A2” or higher by Standard & Poor’s and “A” or higher by Fitch, Inc. or one of the two highest short-term ratings by any
applicable Rating Agency, and which is either (a) a federal savings association duly organized, validly existing and in good standing
under the federal banking laws, (b) an institution duly organized, validly existing and in good standing under the applicable banking
laws of any state, (c) a national banking association under the federal banking laws, or (d) a principal subsidiary of a bank holding
company, or (iv) if ownership of the Mortgage Loans is evidenced by mortgaged-backed securities, the equivalent required ratings of
each Rating Agency, and held such that the rights of the Purchaser and the owner of the Mortgage Loans shall be fully protected
against the claims of any creditors of the Company (or any sub-servicer) and of any creditors or depositors of the institution in
which such account is maintained or (v) in a separate non-trust account without FDIC or other insurance in an Eligible Institution.
In the event that a Custodial Account is established pursuant to clause (iii), (iv) or (v) of the preceding sentence, the Company
shall provide the Purchaser with written notice on the Business Day following the date on which the applicable institution fails to
meet the applicable ratings requirements.
Eligible Institution: An institution having (i) the highest short-term debt rating, and one of the two highest long-term
debt ratings of each Rating Agency; or (ii) with respect to any Custodial Account, an unsecured long-term debt rating of at least one
of the two highest unsecured long-term debt ratings of each Rating Agency.
Equity Take-Out Refinanced Mortgage Loan: A Refinanced Mortgage Loan the proceeds of which were in excess of the
outstanding principal balance of the existing mortgage loan as defined in the Fannie Mae Guide(s).
Escrow Account: Each separate trust account or accounts created and maintained pursuant to Section 4.06 which shall be
entitled "[__________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans, and various Mortgagors" and
shall be established in an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage
Loans.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates,
sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.
Fannie Mae: The Federal National Mortgage Association, or any successor thereto.
Fannie Mae Guide(s): The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments or additions
thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor thereto.
FHLMC Guide: The FHLMC Single Family Seller/Servicer Guide and all amendments or additions thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.
First Remittance Date: With respect to any Mortgage Loan, the Remittance Date occurring in the month following the month in
which the related Closing Date occurs.
GAAP: Generally accepted accounting principles, consistently applied.
HUD: The United States Department of Housing and Urban Development or any successor thereto.
Index: With respect to any adjustable rate Mortgage Loan, the index identified on the Mortgage Loan Schedule and set forth
in the related Mortgage Note for the purpose of calculating the interest rate thereon.
Initial Rate Cap: As to each adjustable rate Mortgage Loan, where applicable, the maximum increase or decrease in the
Mortgage Interest Rate on the first Adjustment Date.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the
related Mortgaged Property.
Lifetime Rate Cap: As to each adjustable rate Mortgage Loan, the maximum Mortgage Interest Rate over the term of such
Mortgage Loan.
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the
sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original outstanding principal amount of
the Mortgage Loan, to (i) the Appraised Value of the Mortgaged Property as of the Origination Date with respect to a Refinanced
Mortgage Loan, and (ii) the lesser of the Appraised Value of the Mortgaged Property as of the Origination Date or the purchase price
of the Mortgaged Property with respect to all other Mortgage Loans.
Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage amount set forth in each related Mortgage
Note which is added to the Index in order to determine the related Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.
Monthly Advance: The aggregate of the advances made by the Company on any Remittance Date pursuant to Section 5.03.
Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan which is payable by a Mortgagor
under the related Mortgage Note.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on an
unsubordinated estate in fee simple in real property securing the Mortgage Note.
Mortgage File: The mortgage documents pertaining to a particular Mortgage Loan which are specified in Exhibit A hereto and
any additional documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy as described in Section 4.11.
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan, which may be adjusted from time to
time for an adjustable rate Mortgage Loan, in accordance with the provisions of the related Mortgage Note.
Mortgage Loan: An individual mortgage loan which is the subject of this Agreement, each Mortgage Loan originally sold and
subject to this Agreement being identified on the Mortgage Loan Schedule attached to the related Term Sheet, which Mortgage Loan
includes without limitation the Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds and obligations arising from or in
connection with such Mortgage Loan, excluding replaced or repurchased mortgage loans.
Mortgage Loan Documents: The documents listed in Exhibit A.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the Purchaser,
which shall be equal to the Mortgage Interest Rate minus the Servicing Fee Rate.
Mortgage Loan Schedule: The schedule of Mortgage Loans annexed to the related Term Sheet, such schedule setting forth the
following information with respect to each Mortgage Loan in the related Mortgage Loan Package:
(1) the Company's Mortgage Loan identifying number;
(2) the Mortgagor's first and last name;
(3) the street address of the Mortgaged Property including the city, state and zip code;
(4) a code indicating whether the Mortgaged Property is owner-occupied, a second home or an investor property;
(5) the type of residential property constituting the Mortgaged Property;
(6) the original months to maturity of the Mortgage Loan;
(7) the remaining months to maturity from the related Cut-off Date, based on the original amortization schedule and, if
different, the maturity expressed in the same manner but based on the actual amortization schedule;
(8) the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio, at origination;
(9) the Mortgage Interest Rate as of origination and as of the related Cut-off Date; with respect to each adjustable
rate Mortgage Loan, the initial Adjustment Date, the next Adjustment Date immediately following the related Cut-off Date, the Index,
the Margin, the Initial Rate Cap, if any, Periodic Rate Cap, if any, minimum Mortgage Interest Rate under the terms of the Mortgage
Note and the Lifetime Rate Cap;
(10) the Origination Date of the Mortgage Loan;
(11) the stated maturity date;
(12) the amount of the Monthly Payment at origination;
(13) the amount of the Monthly Payment as of the related Cut-off Date;
(14) the original principal amount of the Mortgage Loan;
(15) the scheduled Stated Principal Balance of the Mortgage Loan as of the close of business on the related Cut-off Date,
after deduction of payments of principal due on or before the related Cut-off Date whether or not collected;
(16) a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term refinance, equity take-out
refinance);
(17) a code indicating the documentation style (i.e. full, alternative, etc.);
(18) the number of times during the twelve (12) month period preceding the related Closing Date that any Monthly Payment
has been received after the month of its scheduled due date;
(19) the date on which the first payment is or was due;
(20) a code indicating whether or not the Mortgage Loan is the subject of a Primary Mortgage Insurance Policy and the name of the
related insurance carrier;
(21) a code indicating whether or not the Mortgage Loan is currently convertible and the conversion spread;
(22) the last Due Date on which a Monthly Payment was actually applied to the unpaid principal balance of the Mortgage
Loan.
(23) product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);
(24) credit score and/or mortgage score, if applicable;
(25) a code indicating whether or not the Mortgage Loan is the subject of a Lender Primary Mortgage Insurance Policy and
the name of the related insurance carrier and the Lender Paid Mortgage Insurance Rate;
(26) a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so, the amount and term thereof; and
(27) the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable.
With respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule attached to the related Term Sheet shall set
forth the following information, as of the related Cut-off Date:
(1) the number of Mortgage Loans;
(2) the current aggregate outstanding principal balance of the Mortgage Loans;
(3) the weighted average Mortgage Interest Rate of the Mortgage Loans;
(4) the weighted average maturity of the Mortgage Loans; and
(5) the weighted average months to next Adjustment Date;
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.
Mortgaged Property: The underlying real property securing repayment of a Mortgage Note, consisting of a single parcel of
real estate considered to be real estate under the laws of the state in which such real property is located which may include
condominium units and planned unit developments, improved by a residential dwelling; except that with respect to real property
located in jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, a leasehold
estate of the Mortgage, the term of which is equal to or longer than the term of the Mortgage.
Mortgagor: The obligor on a Mortgage Note.
Nonrecoverable Advance: Any portion of a Monthly Advance or Servicing Advance previously made or proposed to be made by the
Company pursuant to this Agreement, that, in the good faith judgment of the Company, will not or, in the case of a proposed advance,
would not, be ultimately recoverable by it from the related Mortgagor or the related Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds or otherwise with respect to the related Mortgage Loan.
OCC: Office of the Comptroller of the Currency, or any successor thereto.
Officers' Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a
Senior Vice President or a Vice President or by the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of the Company, and delivered to the Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an employee of the party on behalf of whom the opinion is
being given, reasonably acceptable to the Purchaser.
Origination Date: The date on which a Mortgage Loan funded, which date shall not, in connection with a Refinanced Mortgage
Loan, be the date of the funding of the debt being refinanced, but rather the closing of the debt currently outstanding under the
terms of the Mortgage Loan Documents.
OTS: Office of Thrift Supervision, or any successor thereto.
Periodic Rate Cap: As to each adjustable rate Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate
on any Adjustment Date, as set forth in the related Mortgage Note and the related Mortgage Loan Schedule.
Permitted Investments: Any one or more of the following obligations or securities:
(i) direct obligations of, and obligations fully guaranteed by the United States of America or any agency or
instrumentality of the United States of America the obligations of which are backed by the full faith and credit of
the United States of America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institution or trust
company incorporated under the laws of the United States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating
and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such
investment or contractual commitment providing for such investment are rated in one of the two highest rating categories by each
Rating Agency and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;
(iii) repurchase obligations with a term not to exceed thirty (30) days and with respect to (a) any security
described in clause (i) above and entered into with a depository institution or trust company (acting as principal)
described in clause (ii)(a) above;
(iv) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the
United States of America or any state thereof that are rated in one of the two highest rating categories by each
Rating Agency at the time of such investment or contractual commitment providing for such investment; provided,
however, that securities issued by any particular corporation will not be Permitted Investments to the extent that
investments therein will cause the then outstanding principal amount of securities issued by such corporation and
held as Permitted Investments to exceed 10% of the aggregate outstanding principal balances of all of the Mortgage
Loans and Permitted Investments;
(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations
payable on demand or on a specified date not more than one year after the date of issuance thereof) which are rated
in one of the two highest rating categories by each Rating Agency at the time of such investment;
(vi) any other demand, money market or time deposit, obligation, security or investment as may be acceptable to
each Rating Agency as evidenced in writing by each Rating Agency; and
(vii) any money market funds the collateral of which consists of obligations fully guaranteed by the United States
of America or any agency or instrumentality of the United States of America the obligations of which are backed by
the full faith and credit of the United States of America (which may include repurchase obligations secured by
collateral described in clause (i)) and other securities and which money market funds are rated in one of the two
highest rating categories by each Rating Agency.
provided, however, that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to
receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of
both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par or if such investment or
security is purchased at a price greater than par.
Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability
company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Prepayment Interest Shortfall: With respect to any Remittance Date, for each Mortgage Loan that was the subject of a
Principal Prepayment during the related Prepayment Period, an amount equal to the excess of one month’s interest at the applicable
Mortgage Loan Remittance Rate on the amount of such Principal Prepayment over the amount of interest (adjusted to the Mortgage Loan
Remittance Rate) actually paid by the related Mortgagor with respect to such Prepayment Period.
Prepayment Period: With respect to any Remittance Date, the calendar month preceding the month in which such
Remittance Date occurs.
Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance represented to be in effect pursuant to
Section 3.02(hh), or any replacement policy therefor obtained by the Company pursuant to Section 4.08.
Prime Rate: The prime rate announced to be in effect from time to time as published as the average rate in the Wall Street
Journal (Northeast Edition).
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial which is received in
advance of its scheduled Due Date, including any prepayment penalty or premium thereon and which is not accompanied by an amount of
interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
Purchase Price: As defined in Section 2.02.
Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.
Qualified Appraiser: An appraiser, duly appointed by the Company, who had no interest, direct or indirect in the related
Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA
and the regulations promulgated thereunder and the requirements of Fannie Mae, all as in effect on the date the Mortgage Loan was
originated.
Qualified Insurer: An insurance company duly qualified as such under the laws of the states in which the related Mortgaged
Property is located, duly authorized and licensed in such states to transact the applicable insurance business and to write the
insurance provided, approved as an insurer by Fannie Mae or FHLMC.
Rating Agency: Standard & Poor's, Fitch, Inc. or, in the event that some or all of the ownership of the Mortgage Loans is
evidenced by mortgage-backed securities, the nationally recognized rating agencies issuing ratings with respect to such securities,
if any.
Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property prior to the
origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.
REMIC: A "real estate mortgage investment conduit," as such term is defined in Section 860D of the Code.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which appear at Sections 860A through
860G of the Code, and the related provisions and regulations promulgated thereunder, as the foregoing may be in effect from time to
time.
Remittance Date: The 18th day of any month, beginning with the First Remittance Date, or if such 18th day is not a Business
Day, the first Business Day immediately preceding such 18th day.
REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: Amounts received by the Company in connection with a related REO Disposition.
REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchaser as described in Section 4.13.
Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the product of the greater of 100% or the
percentage of par as stated in the Confirmation multiplied by the Stated Principal Balance of such Mortgage Loan on the repurchase
date, plus (ii) interest on such outstanding principal balance at the Mortgage Loan Remittance Rate from the last date through which
interest has been paid and distributed to the Purchaser to the end of the month of repurchase, plus, (iii) third party expenses
incurred in connection with the transfer of the Mortgage Loan being repurchased; less amounts received or advanced in respect of such
repurchased Mortgage Loan which are being held in the Custodial Account for distribution in the month of repurchase.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
Sales Price: With respect to any Mortgage Loan the proceeds of which were used by the Mortgagor to acquire the related
Mortgaged Property, the amount paid by the related Mortgagor for such Mortgaged Property.
Seller: First Horizon Home Loan Corporation, its successors in interest and assigns, as permitted by this Agreement.
Servicer: First Tennessee Mortgage Services, Inc., its successors in interest and assigns, as permitted by this Agreement.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable
attorneys' fees and disbursements) incurred in the performance by the Company of its servicing obligations, including, but not
limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement,
administrative or judicial proceedings, or any legal work or advice specifically related to servicing the Mortgage Loans, including
but not limited to, foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures by subordinate or superior
lienholders, and other legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable
and that the Company specifies the Mortgage Loan(s) to which such expenses relate and, upon Purchaser’s request, provides
documentation supporting such expense (which documentation would be acceptable to Fannie Mae), and provided further that any such
enforcement, administrative or judicial proceeding does not arise out of a breach of any representation, warranty or covenant of the
Company hereunder), (c) the management and liquidation of the Mortgaged Property if the Mortgaged Property is acquired in full or
partial satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer rates and other charges which are or may become a
lien upon the Mortgaged Property, and Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage, (e) any
expenses reasonably sustained by the Company with respect to the liquidation of the Mortgaged Property in accordance with the terms
of this Agreement and (f) compliance with the obligations under Section 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser shall pay to the Company,
which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the
outstanding principal balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same principal
amount and period respecting which any related interest payment on a Mortgage Loan is computed. The obligation of the Purchaser to
pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion of such Monthly Payment
collected by the Company, or as otherwise provided under Section 4.05 and in accordance with the Fannie Mae Guide(s). Any fee
payable to the Company for administrative services related to any REO Property as described in Section 4.13 shall be payable from
Liquidation Proceeds of the related REO Property.
Servicing Fee Rate: As set forth in the Term Sheet.
Servicing File: With respect to each Mortgage Loan, the file retained by the Company consisting of originals of all
documents in the Mortgage File which are not delivered to the Purchaser and copies of the Mortgage Loan Documents listed in Exhibit
A, the originals of which are delivered to the Purchaser or its designee pursuant to Section 2.04.
Servicing Officer: Any officer of the Company involved in, or responsible for, the administration and servicing of the
Mortgage Loans whose name appears on a list of servicing officers furnished by the Company to the Purchaser upon request, as such
list may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of such
Mortgage Loan at the Cut-off Date after giving effect to payments of principal due on or before such date, whether or not received,
minus (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan representing payments or recoveries
of principal or advances in lieu thereof.
Subservicer: Any subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing Agreement. Any
subservicer shall meet the qualifications set forth in Section 4.01.
Subservicing Agreement: An agreement between the Company and a Subservicer, if any, for the servicing of the Mortgage Loans.
Term Sheet: A supplemental agreement in the form attached hereto as Exhibit I which shall be executed and delivered
by the Company and the Purchaser to provide for the sale and servicing pursuant to the terms of this Agreement of the Mortgage Loans
listed on Schedule I attached thereto, which supplemental agreement shall contain certain specific information relating to such sale
of such Mortgage Loans and may contain additional covenants relating to such sale of such Mortgage Loans.
ARTICLE II
PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01 Agreement to Purchase.
The Company agrees to sell and the Purchaser agrees to purchase the Mortgage Loans having an aggregate Stated Principal
Balance on the related Cut-off Date set forth in the related Term Sheet in an amount as set forth in the Confirmation, or in such
other amount as agreed by the Purchaser and the Company as evidenced by the actual aggregate Stated Principal Balance of the Mortgage
Loans accepted by the Purchaser on the related Closing Date, with servicing retained by the Company. The Company shall deliver the
related Mortgage Loan Schedule attached to the related Term Sheet for the Mortgage Loans to be purchased on the related Closing Date
to the Purchaser at least two (2) Business Days prior to the related Closing Date. The Mortgage Loans shall be sold pursuant to this
Agreement, and the related Term Sheet shall be executed and delivered on the related Closing Date.
Section 2.02 Purchase Price.
The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the Confirmation (subject to
adjustment as provided therein), multiplied by the Stated Principal Balance, as of the related Cut-off Date, of the Mortgage Loan
listed on the related Mortgage Loan Schedule attached to the related Term Sheet, after application of scheduled payments of principal
due on or before the related Cut-off Date whether or not collected.
In addition to the Purchase Price as described above, the Purchaser shall pay to the Company, at closing, accrued interest
on the Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at the Mortgage Loan Remittance Rate of each
Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive.
The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the related Closing Date
by wire transfer of immediately available funds.
Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of
principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or
before the related Cut-off Date and collected by the Company or any successor servicer after the related Cut-off Date shall belong to
the Company), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees (minus that portion of any such
payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan
as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date
whether or not collected, together with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided,
however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be
applied to the principal balance as of the related Cut-off Date. Such prepaid amounts shall be the property of the Purchaser. The
Company shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the
Purchaser for subsequent remittance by the Company to the Purchaser.
Section 2.03 Servicing of Mortgage Loans.
Simultaneously with the execution and delivery of each Term Sheet, the Company does hereby agree to directly service the
Mortgage Loans listed on the related Mortgage Loan Schedule attached to the related Term Sheet subject to the terms of this Agreement
and the related Term Sheet. The rights of the Purchaser to receive payments with respect to the related Mortgage Loans shall be as
set forth in this Agreement.
Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.
As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed to the Purchaser, without
recourse, on a servicing retained basis, and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this
Agreement and the related Term Sheet, all the right, title and interest of the Company in and to the Mortgage Loans. Company will
deliver the Mortgage Files to the Custodian designated by Purchaser, on or before the related Closing Date, at the expense of the
Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of
the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to
service the Mortgage Loans. The possession of each Servicing File by the Company is at the will of the Purchaser, for the sole
purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only.
From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the
related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been
vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in
connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the
possession of the Company shall be received and held by the Company in trust for the benefit of the Purchaser as the owner of the
Mortgage Loans. Any portion of the Mortgage Files retained by the Company shall be appropriately identified in the Company's
computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release its custody of
the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is
required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or
Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.
Section 2.05 Books and Records.
The sale of each Mortgage Loan shall be reflected on the Company's balance sheet and other financial statements as a sale of
assets by the Company. The Company shall be responsible for maintaining, and shall maintain, a complete set of books and records for
the Mortgage Loans that shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the
Mortgage Loan by the Purchaser. In particular, the Company shall maintain in its possession, available for inspection by the
Purchaser, or its designee and shall deliver to the Purchaser upon demand, evidence of compliance with all federal, state and local
laws, rules and regulations, and requirements of Fannie Mae or FHLMC, as applicable, including but not limited to documentation as to
the method used in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the
Mortgaged Property, documentation evidencing insurance coverage of any condominium project as required by Fannie Mae or FHLMC, and
periodic inspection reports as required by Section 4.13. To the extent that original documents are not required for purposes of
realization of Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or
microfiche.
The Company shall maintain with respect to each Mortgage Loan and shall make available for inspection by any Purchaser or
its designee the related Servicing File during the time the Purchaser retains ownership of a Mortgage Loan and thereafter in
accordance with applicable laws and regulations.
In addition to the foregoing, Company shall provide to any supervisory agents or examiners that regulate Purchaser,
including but not limited to, the OTS, the FDIC and other similar entities, access, during normal business hours, upon reasonable
advance notice to Company and without cost to Company or such supervisory agents or examiners, to any documentation regarding the
Mortgage Loans that may be required by any applicable regulator.
Section 2.06. Transfer of Mortgage Loans.
The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may
prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in
compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any
person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered
to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the
Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans,
provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee
shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an
Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been
delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the
Company shall mark its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser
shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.
Section 2.07 Delivery of Mortgage Loan Documents.The Company shall deliver and release to the Purchaser or its designee the Mortgage Loan Documents in accordance
with the terms of this Agreement and the related Term Sheet. The documents enumerated as items (1), (2), (3), (4), (5), (6), (7),
(8), (9) and (16) in Exhibit A hereto shall be delivered by the Company to the Purchaser or its designee no later than three (3)
Business Days prior to the related Closing Date pursuant to a bailee letter agreement. All other documents in Exhibit A hereto,
together with all other documents executed in connection with the Mortgage Loan that Company may have in its possession, shall be
retained by the Company in trust for the Purchaser. If the Company cannot deliver the original recorded Mortgage Loan Documents or
the original policy of title insurance, including riders and endorsements thereto, on the related Closing Date, the Company shall,
promptly upon receipt thereof and in any case not later than 120 days from the related Closing Date, deliver such original documents,
including original recorded documents, to the Purchaser or its designee (unless the Company is delayed in making such delivery by
reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not
completed within 120 days solely due to delays in making such delivery by reason of the fact that such documents shall not have been
returned by the appropriate recording office, Company shall deliver such document to Purchaser, or its designee, within such time
period as specified in a Company's Officer's Certificate. In the event that documents have not been received by the date specified
in the Company's Officer's Certificate, a subsequent Company's Officer's Certificate shall be delivered by such date specified in the
prior Company's Officer's Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until
the documents have been received and delivered. If delivery is not completed within 180 days solely due to delays in making such
delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, the Company
shall continue to use its best efforts to effect delivery as soon as possible thereafter, provided that if such documents are not
delivered by the 270th day from the date of the related Closing Date, the Company shall repurchase the related Mortgage Loans at the
Repurchase Price in accordance with Section 3.03 hereof.
The Company shall pay all initial recording fees, if any, for the assignments of mortgage and any other fees in connection
with the transfer of all original documents to the Purchaser or its designee. Company shall prepare, in recordable form, all
assignments of mortgage necessary to assign the Mortgage Loans to Purchaser, or its designee. Company shall be responsible for
recording the assignments of mortgage.
Company shall provide an original or duplicate original of the title insurance policy to Purchaser or its designee within
ninety (90) days of the receipt of the recorded documents (required for issuance of such policy) from the applicable recording office.
Any review by the Purchaser, or its designee, of the Mortgage Files shall in no way alter or reduce the Company's
obligations hereunder.
If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the Purchaser shall, or shall cause
its designee to, give written specification of such defect to the Company which may be given in the exception report or the
certification delivered pursuant to this Section 2.07, or otherwise in writing and the Company shall cure or repurchase such Mortgage
Loan in accordance with Section 3.03.
The Company shall forward to the Purchaser, or its designee, original documents evidencing an assumption, modification,
consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one week of their
execution; provided, however, that the Company shall provide the Purchaser, or its designee, with a certified true copy of any such
document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for
recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the
original within sixty (60) days of its submission for recordation.
From time to time the Company may have a need for Mortgage Loan Documents to be released from Purchaser, or its designee.
Purchaser shall, or shall cause its designee, upon the written request of the Company, within ten (10) Business Days, deliver to the
Company, any requested documentation previously delivered to Purchaser as part of the Mortgage File, provided that such documentation
is promptly returned to Purchaser, or its designee, when the Company no longer requires possession of the document, and provided that
during the time that any such documentation is held by the Company, such possession is in trust for the benefit of Purchaser.
Company shall indemnify Purchaser, and its designee, from and against any and all losses, claims, damages, penalties, fines,
forfeitures, costs and expenses (including court costs and reasonable attorney's fees) resulting from or related to the loss, damage,
or misplacement of any documentation delivered to Company pursuant to this paragraph.
Section 2.08 Quality Control Procedures.The Company must have an internal quality control program that verifies, on a regular basis, the existence and accuracy of
the legal documents, credit documents, property appraisals, and underwriting decisions. The program must be capable of evaluating
and monitoring the overall quality of its loan production and servicing activities. The program is to ensure that the Mortgage Loans
are originated and serviced in accordance with prudent mortgage banking practices and accounting principles; guard against dishonest,
fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.
Section 2.09 Near-term Principal Prepayments in Full; Near Term Payment Defaults
In the event any Principal Prepayment in full is made by a Mortgagor on or prior to three months after the related Closing
Date, the Company shall remit to the Purchaser an amount equal to the excess, if any, of the Purchase Price Percentage over par
multiplied by the amount of such Principal Prepayment in full. Such remittance shall be made by the Company to Purchaser not later
than five (5) Business Days after notice to the Company.
In the event either of the first three (3) scheduled Monthly Payments which are due under any Mortgage Loan after the
related Cut-off Date are not made during the month in which such Monthly Payments are due, then not later than five (5) Business Days
after notice to the Company by Purchaser (and at Purchaser’s sole option), the Company, shall repurchase such Mortgage Loan from the
Purchaser pursuant to the repurchase provisions contained in this Subsection 3.03.
Section 2.10 Modification of Obligations.
Purchaser may, without any notice to Company, extend, compromise, renew, release, change, modify, adjust or alter, by
operation of law or otherwise, any of the obligations of the Mortgagors or other persons obligated under a Mortgage Loan without
releasing or otherwise affecting the obligations of Company under this Agreement, or with respect to such Mortgage Loan, except to
the extent Purchaser’s extension, compromise, release, change, modification, adjustment, or alteration affects Company’s ability to
collect the Mortgage Loan or realize on the security of the Mortgage, but then only to the extent such action has such effect.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS
Section 3.01 Representations and Warranties of the Company.
Each the Seller and Servicer represents, warrants and covenants to the Purchaser that, as of the related Closing Date or as
of such date specifically provided herein:
(a) The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of
Kansas and has all licenses necessary to carry out its business as now being conducted, and is licensed and qualified to transact
business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise exempt
under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing
or qualification and no demand for such licensing or qualification has been made upon such Company by any such state, and in any
event such Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each
Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement. The Servicer is a wholly owned
subsidiary of the Seller;
(b) The Company has the full power and authority and legal right to hold, transfer and convey each Mortgage Loan, to sell
each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this
Agreement and the related Term Sheet and to conduct its business as presently conducted, has duly authorized the execution, delivery
and performance of this Agreement and the related Term Sheet and any agreements contemplated hereby, has duly executed and delivered
this Agreement and the related Term Sheet, and any agreements contemplated hereby, and this Agreement and the related Term Sheet and
each Assignment to the Purchaser and any agreements contemplated hereby, constitutes a legal, valid and binding obligation of the
Company, enforceable against it in accordance with its terms, and all requisite corporate action has been taken by the Company to
make this Agreement and the related Term Sheet and all agreements contemplated hereby valid and binding upon the Company in
accordance with their terms;
(c) Neither the execution and delivery of this Agreement and the related Term Sheet, nor the origination or purchase of the
Mortgage Loans by the Company, the sale of the Mortgage Loans to the Purchaser, the consummation of the transactions contemplated
hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement and the related Term Sheet will conflict
with any of the terms, conditions or provisions of the Company's charter or by-laws or materially conflict with or result in a
material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the
Company is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or
result in the material violation of any law, rule, regulation, order, judgment or decree to which the Company or its properties are
subject, or impair the ability of the Purchaser to realize on the Mortgage Loans.
(d) There is no litigation, suit, proceeding or investigation pending or, to the best of Company’s knowledge, threatened,
or any order or decree outstanding, with respect to the Company which, either in any one instance or in the aggregate, is reasonably
likely to have a material adverse effect on the sale of the Mortgage Loans, the execution, delivery, performance or enforceability of
this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial condition
of the Company.
(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Company of or compliance by the Company with this Agreement or the related Term Sheet, or the sale of
the Mortgage Loans and delivery of the Mortgage Files to the Purchaser or the consummation of the transactions contemplated by this
Agreement or the related Term Sheet, except for consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement or the related Term Sheet is in the ordinary course
of business of the Company and Company, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the
Company pursuant to this Agreement or the related Term Sheet are not subject to bulk transfer or any similar statutory provisions in
effect in any applicable jurisdiction;
(g) The origination and servicing practices used by the Company and any prior originator or servicer with respect to each
Mortgage Note and Mortgage have been legal and in accordance with applicable laws and regulations and the Mortgage Loan Documents,
and in all material respects proper and prudent in the mortgage origination and servicing business. Each Mortgage Loan has been
serviced in all material respects with Accepted Servicing Practices. With respect to escrow deposits and payments that the Company,
on behalf of an investor, is entitled to collect, all such payments are in the possession of, or under the control of, the Company,
and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made.
All escrow payments have been collected in full compliance with state and federal law and the provisions of the related Mortgage Note
and Mortgage. As to any Mortgage Loan that is the subject of an escrow, escrow of funds is not prohibited by applicable law and has
been established in an amount sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due
and payable. No escrow deposits or other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or
the related Mortgage Note;
(h) The Company used no selection procedures that identified the Mortgage Loans as being less desirable or valuable than
other comparable mortgage loans in the Company's portfolio at the related Cut-off Date;
(i) The Company will treat the sale of the Mortgage Loans to the Purchaser as a sale for reporting and accounting
purposes and, to the extent appropriate, for federal income tax purposes;
(j) Company is an approved seller/servicer of residential mortgage loans for Fannie Mae, FHLMC and HUD, with such
facilities, procedures and personnel necessary for the sound servicing of such mortgage loans. The Company is duly qualified,
licensed, registered and otherwise authorized under all applicable federal, state and local laws, and regulations, if applicable,
meets the minimum capital requirements set forth by the OCC, and is in good standing to sell mortgage loans to and service mortgage
loans for Fannie Mae and FHLMC and no event has occurred which would make Company unable to comply with eligibility requirements or
which would require notification to either Fannie Mae or FHLMC;
(k) The Company does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every
covenant contained in this Agreement or the related Term Sheet. The Company is solvent and the sale of the Mortgage Loans will not
cause the Company to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud
any of the Company's creditors;
(l) No statement, tape, diskette, form, report or other document prepared by, or on behalf of, Company pursuant to this
Agreement or the related Term Sheet or in connection with the transactions contemplated hereby, contains or will contain any
statement that is or will be inaccurate or misleading in any material respect;
(m) The Company acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such
services and that the entire Servicing Fee shall be treated by the Company, for accounting and tax purposes, as compensation for the
servicing and administration of the Mortgage Loans pursuant to this Agreement. In the opinion of Company, the consideration received
by Company upon the sale of the Mortgage Loans to Purchaser under this Agreement and the related Term Sheet constitutes fair
consideration for the Mortgage Loans under current market conditions.
(n) Company has delivered to the Purchaser financial statements of its parent, for its last two complete fiscal years.
All such financial information fairly presents the pertinent results of operations and financial position for the period identified
and has been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes
thereto. There has been no change in the business, operations, financial condition, properties or assets of the Company since the
date of the Company’s financial information that would have a material adverse effect on its ability to perform its obligations under
this Agreement;
(o) The Company has not dealt with any broker, investment banker, agent or other person that may be entitled to any
commission or compensation in connection with the sale of the Mortgage Loans;
Section 3.02 Representations and Warranties as to Individual Mortgage Loans.
References in this Section to percentages of Mortgage Loans refer in each case to the percentage of the aggregate Stated
Principal Balance of the Mortgage Loans as of the related Cut-off Date, based on the outstanding Stated Principal Balances of the
Mortgage Loans as of the related Cut-off Date, and giving effect to scheduled Monthly Payments due on or prior to the related Cut-off
Date, whether or not received. References to percentages of Mortgaged Properties refer, in each case, to the percentages of expected
aggregate Stated Principal Balances of the related Mortgage Loans (determined as described in the preceding sentence). The Company
hereby represents and warrants to the Purchaser, as to each Mortgage Loan, as of the related Closing Date as follows:
(a) The information set forth in the Mortgage Loan Schedule attached to the related Term Sheet is true, complete and
correct in all material respects as of the related Cut-Off Date;
(b) The Mortgage creates a valid, subsisting and enforceable first lien or a first priority ownership interest in an
estate in fee simple in real property securing the related Mortgage Note subject to principles of equity, bankruptcy, insolvency and
other laws of general application affecting the rights of creditors;
(c) All payments due prior to the related Cut-off Date for such Mortgage Loan have been made as of the related Closing
Date; the Mortgage Loan has not been dishonored; there are no material defaults under the terms of the Mortgage Loan; the Company has
not advanced its own funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the
Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan. As
of the related Closing Date, all of the Mortgage Loans will have an actual interest paid to date of their related Cut-off Date(or
later) and will be due for the scheduled monthly payment next succeeding the Cut-off Date (or later), as evidenced by a posting to
Company's servicing collection system. No payment under any Mortgage Loan is delinquent as of the related Closing Date nor has any
scheduled payment been delinquent at any time during the twelve (12) months prior to the month of the related Closing Date. For
purposes of this paragraph, a Mortgage Loan will be deemed delinquent if any payment due thereunder was not paid by the Mortgagor in
the month such payment was due;
(d) There are no defaults by Company in complying with the terms of the Mortgage, and all taxes, governmental assessments,
insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have
been paid, or escrow funds have been established in an amount sufficient to pay for every such escrowed item which remains unpaid and
which has been assessed but is not yet due and payable;
(e) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect,
except by written instruments which have been recorded to the extent any such recordation is required by law, or, necessary to
protect the interest of the Purchaser. No instrument of waiver, alteration or modification has been executed except in connection
with a modification agreement and which modification agreement is part of the Mortgage File and the terms of which are reflected in
the related Mortgage Loan Schedule, and no Mortgagor has been released, in whole or in part, from the terms thereof except in
connection with an assumption agreement and which assumption agreement is part of the Mortgage File and the terms of which are
reflected in the related Mortgage Loan Schedule; the substance of any such waiver, alteration or modification has been approved by
the issuer of any related Primary Mortgage Insurance Policy and title insurance policy, to the extent required by the related
policies;
(f) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense,
including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage,
or the exercise of any right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any
right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto; and as of the related Closing Date the Mortgagor was not a debtor in
any state or federal bankruptcy or insolvency proceeding;
(g) All buildings or other customarily insured improvements upon the Mortgaged Property are insured by a Qualified Insurer,
against loss by fire, hazards of extended coverage and such other hazards as are provided for in the Fannie Mae or FHLMC Guide, as
well as all additional requirements set forth in Section 4.10 of this Agreement. All such standard hazard policies are in full force
and effect and contain a standard mortgagee clause naming the Company and its successors in interest and assigns as loss payee and
such clause is still in effect and all premiums due thereon have been paid. If required by the Flood Disaster Protection Act of
1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration which policy conforms to Fannie Mae or FHLMC requirements, as well as all additional requirements
set forth in Section 4.10 of this Agreement. Such policy was issued by a Qualified Insurer. The Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes
the holder of the Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from the
Mortgagor. Neither the Company (nor any prior originator or servicer of any of the Mortgage Loans) nor any Mortgagor has engaged in
any act or omission which has impaired or would impair the coverage of any such policy, the benefits of the endorsement provided for
herein, or the validity and binding effect of either;
(h) Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending,
real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Mortgage
Loan have been complied with in all material respects. None of the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12
CFR Part 226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing TILA, which implements the Home Ownership and
Equity Protection Act of 1994, as amended or (b) classified and/or defined as a “high cost”, "covered", or “predatory” loan under any
other state, federal or local law or regulation or ordinance, including, but not limited to, the States of Georgia and North Carolina
and the City of New York. The Company maintains, and shall maintain, evidence of such compliance as required by applicable law or
regulation and shall make such evidence available for inspection at the Company's office during normal business hours upon reasonable
advance notice;
(i) The Mortgage has not been satisfied, canceled or subordinated, in whole or in part, or rescinded, and the Mortgaged
Property has not been released from the lien of the Mortgage, in whole or in part nor has any instrument been executed that would
effect any such release, cancellation, subordination or rescission. The Company has not waived the performance by the Mortgagor of
any action, if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in default, nor has the Company
waived any default resulting from any action or inaction by the Mortgagor;
(j) The Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged Property, including all
buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems
affixed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing securing
the Mortgage Note's original principal balance subject to principles of equity, bankruptcy, insolvency and other laws of general
application affecting the rights of creditors. The Mortgage and the Mortgage Note do not contain any evidence of any security
interest or other interest or right thereto. Such lien is free and clear of all adverse claims, liens and encumbrances having
priority over the first lien of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and
assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the
public record as of the date of recording which are acceptable to mortgage lending institutions generally and either (A) which are
referred to in the lender’s title insurance policy delivered to the originator or otherwise considered in the appraisal made for the
originator of the Mortgage Loan, or (B) which do not adversely affect the residential use or Appraised Value of the Mortgaged
Property as set forth in such appraisal, and (3) other matters to which like properties are commonly subject which do not
individually or in the aggregate materially interfere with the benefits of the security intended to be provided by the Mortgage or
the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting, enforceable and
perfected first lien and first priority security interest on the property described therein, and the Company has the full right to
sell and assign the same to the Purchaser;
(k) The Mortgage Note and the related Mortgage are original and genuine and each is the legal, valid and binding obligation
of the maker thereof, enforceable in all respects in accordance with its terms subject to principles of equity, bankruptcy,
insolvency and other laws of general application affecting the rights of creditors, and the Company has taken all action necessary to
transfer such rights of enforceability to the Purchaser. All parties to the Mortgage Note and the Mortgage had the legal capacity to
enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The Mortgage Loan Documents are on forms
acceptable to Fannie Mae and FHLMC. The Mortgage Note and the Mortgage have been duly and properly executed by such parties. No
fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the
part of Company or the Mortgagor, or on the part of any other party involved in the origination or servicing of the Mortgage Loan.
The proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and
all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have
been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage
were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;
(l) The Company is the sole owner and holder of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note. Upon
the sale of the Mortgage Loan to the Purchaser, the Company will retain the Mortgage File or any part thereof with respect thereto
not delivered to the Purchaser or the Purchaser’s designee in trust only for the purpose of servicing and supervising the servicing
of the Mortgage Loan. Immediately prior to the transfer and assignment to the Purchaser, the Mortgage Loan, including the Mortgage
Note and the Mortgage, were not subject to an assignment, sale or pledge to any person other than Purchaser, and the Company had good
and marketable title to and was the sole owner thereof and had full right to transfer and sell the Mortgage Loan to the Purchaser
free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest and has the full right and authority
subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan pursuant to this
Agreement and following the sale of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of any encumbrance,
equity, participation interest, lien, pledge, charge, claim or security interest. The Company intends to relinquish all rights to
possess, control and monitor the Mortgage Loan, except for the purposes of servicing the Mortgage Loan as set forth in this
Agreement. After the related Closing Date, the Company will not have any right to modify or alter the terms of the sale of the
Mortgage Loan and the Company will not have any obligation or right to repurchase the Mortgage Loan or substitute another Mortgage
Loan, except as provided in this Agreement, or as otherwise agreed to by the Company and the Purchaser;
(m) Each Mortgage Loan is covered by an ALTA lender's title insurance policy or other generally acceptable form of policy
or insurance acceptable to Fannie Mae or FHLMC (including adjustable rate endorsements), issued by a title insurer acceptable to
Fannie Mae or FHLMC and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to
the exceptions contained in (j)(1), (2) and (3) above) the Company, its successors and assigns, as to the first priority lien of the
Mortgage in the original principal amount of the Mortgage Loan and against any loss by reason of the invalidity or unenforceability
of the lien resulting from the provisions of the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly
Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the
required mortgage title insurance. The Company, its successors and assigns, is the sole insured of such lender's title insurance
policy, such title insurance policy has been duly and validly endorsed to the Purchaser or the assignment to the Purchaser of the
Company's interest therein does not require the consent of or notification to the insurer and such lender's title insurance policy is
in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this
Agreement. No claims have been made under such lender's title insurance policy, and no prior holder or servicer of the related
Mortgage, including the Company, nor any Mortgagor, has done, by act or omission, anything which would impair the coverage of such
lender's title insurance policy;
(n) There is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage
Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a
default, breach, violation or event permitting acceleration; and neither the Company, nor any prior mortgagee has waived any default,
breach, violation or event permitting acceleration;
(o) There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights are
outstanding that under law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to
or equal to the lien of the related Mortgage;
(p) All improvements subject to the Mortgage which were considered in determining the appraised value of the Mortgaged
Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property (and wholly within the project
with respect to a condominium unit) and no improvements on adjoining properties encroach upon the Mortgaged Property except those
which are insured against by the title insurance policy referred to in clause (m) above and all improvements on the property comply
with all applicable zoning and subdivision laws and ordinances;
(q) Each Mortgage Loan was originated by or for the Company pursuant to, and conforms with, the Company’s underwriting
guidelines attached as Exhibit H hereto. The Mortgage Loan bears interest at an adjustable rate (if applicable) as set forth in the
related Mortgage Loan Schedule, and Monthly Payments under the Mortgage Note are due and payable on the first day of each month. The
Mortgage contains the usual and enforceable provisions of the Company at the time of origination for the acceleration of the payment
of the unpaid principal amount of the Mortgage Loan if the related Mortgaged Property is sold without the prior consent of the
mortgagee thereunder;
(r) The Mortgaged Property is not subject to any material damage. At origination of the Mortgage Loan there was not, since
origination of the Mortgage Loan there has not been, and there currently is no proceeding pending for the total or partial
condemnation of the Mortgaged Property. The Company has not received notification that any such proceedings are scheduled to
commence at a future date;
(s) The related Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby,
including, (1) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (2) otherwise by judicial
foreclosure. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the
Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;
(t) If the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified if required under applicable law
to act as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses, except as
may be required by local law, are or will become payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee's sale or attempted sale after default by the Mortgagor;
(u) The Mortgage File contains an appraisal of the related Mortgaged Property signed prior to the final approval of the
mortgage loan application by a Qualified Appraiser, approved by the Company, who had no interest, direct or indirect, in the
Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Fannie Mae or FHLMC and Title XI of the
Federal Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on
the date the Mortgage Loan was originated. The appraisal is in a form acceptable to Fannie Mae or FHLMC;
(v) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such interest, were) (A) in compliance with any and all applicable licensing
requirements of the laws of the state wherein the Mortgaged Property is located, and (B) (1) organized under the laws of such state,
or (2) qualified to do business in such state, or (3) federal savings and loan associations or national banks or a Federal Home Loan
Bank or savings bank having principal offices in such state, or (4) not doing business in such state;
(w) The related Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding
Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to above and such collateral
does not serve as security for any other obligation;
(x) The Mortgagor has received and has executed, where applicable, all disclosure materials required by applicable law with
respect to the making of such mortgage loans;
(y) The Mortgage Loan does not contain balloon or "graduated payment" features. Unless otherwise indicated on the related
Mortgage Loan Schedule, no Mortgage Loan is subject to a buydown agreement or contains any buydown provision;
(z) The Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and the Company has no knowledge of any
circumstances or conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing
that could reasonably be expected to cause investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage
Loan to become delinquent, or materially adversely affect the value or marketability of the Mortgage Loan;
(aa) Each Mortgage Loan bears interest based upon a thirty (30) day month and a three hundred and sixty (360) day year. The
Mortgage Loans have an original term to maturity of not more than thirty (30) years, with interest payable in arrears on the first
day of each month. As to each adjustable rate Mortgage Loan, on each applicable Adjustment Date, the Mortgage Interest Rate will be
adjusted to equal the sum of the Index, plus the applicable Margin; provided, that the Mortgage Interest Rate, on each applicable
Adjustment Date, will not increase by more than the Initial Rate Cap or Periodic Rate Cap, as applicable. Over the term of each
adjustable rate Mortgage Loan, the Mortgage Interest Rate will not exceed such Mortgage Loan's Lifetime Rate Cap. None of the
Mortgage Loans are “interest-only” Mortgage Loans or “negative amortization” Mortgage Loans. With respect to each adjustable rate
Mortgage Loan, each Mortgage Note requires a monthly payment which is sufficient (a) during the period prior to the first adjustment
to the Mortgage Interest Rate, to fully amortize the original principal balance over the original term thereof and to pay interest at
the related Mortgage Interest Rate, and (b) during the period following each Adjustment Date, to fully amortize the outstanding
principal balance as of the first day of such period over the then remaining term of such Mortgage Note and to pay interest at the
related Mortgage Interest Rate. With respect to each adjustable rate Mortgage Loan, the Mortgage Note provides that when the Mortgage
Interest Rate changes on an Adjustment Date, the then outstanding principal balance will be reamortized over the remaining life of
the Mortgage Loan. No Mortgage Loan contains terms or provisions which would result in negative amortization. None of the Mortgage
Loans contain a conversion feature which would cause the Mortgage Loan interest rate to convert to a fixed interest rate. None of
the Mortgage Loans are considered agricultural loans;
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(hh) In the event the Mortgage Loan had an LTV at origination greater than 80.00%, the excess of the principal balance of
the Mortgage Loan over 75.0% of the Appraised Value of the Mortgaged Property with respect to a Refinanced Mortgage Loan, or the
lesser of the Appraised Value or the purchase price of the Mortgaged Property with respect to a purchase money Mortgage Loan was
insured as to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. No Mortgage Loan has an LTV over
95%. All provisions of such Primary Mortgage Insurance Policy have been and are being complied with, such policy is in full force
and effect, and all premiums due thereunder have been paid. No Mortgage Loan requires payment of such premiums, in whole or in part,
by the Purchaser. No action, inaction, or event has occurred and no state of facts exists that has, or will result in the exclusion
from, denial of, or defense to coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance Policy obligates the Mortgagor
thereunder to maintain the Primary Mortgage Insurance Policy, subject to state and federal law, and to pay all premiums and charges
in connection therewith. No action has been taken or failed to be taken, on or prior to the Closing Date which has resulted or will
result in an exclusion from, denial of, or defense to coverage under any Primary Mortgage Insurance Policy (including, without
limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely payment of the full amount
of the loss otherwise due thereunder to the insured) whether arising out of actions, representations, errors, omissions, negligence,
or fraud of the Company or the Mortgagor, or for any other reason under such coverage; The mortgage interest rate for the Mortgage
Loan as set forth on the related Mortgage Loan Schedule is net of any such insurance premium. None of the Mortgage Loans are subject
to “lender-paid” mortgage insurance;
(ii) The Assignment is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located;
(jj) Unless otherwise indicated on the related Mortgage Loan Schedule, none of the Mortgage Loans are secured by an
interest in a leasehold estate. The Mortgaged Property is located in the state identified in the related Mortgage Loan Schedule and
consists of a single parcel of real property with a detached single family residence erected thereon, or a townhouse, or a two-to
four-family dwelling, or an individual condominium unit in a condominium project, or an individual unit in a planned unit development
or a de minimis planned unit development, provided, however, that no residence or dwelling is a single parcel of real property with a
manufactured home not affixed to a permanent foundation, or a mobile home. Any non-warrantable condominium unit, condominium unit or
planned unit development conforms with the Company’s underwriting guidelines. As of the date of origination, no portion of any
Mortgaged Property was used for commercial purposes, and since the Origination Date, no portion of any Mortgaged Property has been,
or currently is, used for commercial purposes;
(kk) Payments on the Mortgage Loan commenced no more than sixty (60) days after the funds were disbursed in connection
with the Mortgage Loan. The Mortgage Note is payable on the first day of each month in monthly installments of principal and
interest, which installments are subject to change due to the adjustments to the Mortgage Interest Rate on each Adjustment Date, with
interest calculated and payable in arrears. Each of the Mortgage Loans will amortize fully by the stated maturity date, over an
original term of not more than thirty years from commencement of amortization;
(ll) As of the Closing Date of the Mortgage Loan, the Mortgage Property was lawfully occupied under applicable law, and
all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged
Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire
underwriting certificates, have been made or obtained from the appropriate authorities;
(mm) There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any
environmental law, rule or regulation is an issue; there is no violation of any environmental law, rule or regulation with respect to
the Mortgaged Property; and the Company has not received any notice of any environmental hazard on the Mortgaged Property and nothing
further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to
use and enjoyment of said property;
(nn) The Mortgagor has not notified the Company, and the Company has no knowledge of any relief requested or allowed to
the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;
(oo) No Mortgage Loan is a construction or rehabilitation Mortgage Loan or was made to facilitate the trade-in or
exchange of a Mortgaged Property;
(pp) The Mortgagor for each Mortgage Loan is a natural person;
(qq) None of the Mortgage Loans are Co-op Loans;
(rr) With respect to each Mortgage Loan that has a prepayment penalty feature, each such prepayment penalty is
enforceable and will be enforced by the Company and each prepayment penalty is permitted pursuant to federal, state and local law. No
Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was originated.
Except as otherwise set forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a prepayment penalty,
such prepayment penalty is at least equal to the lesser of (A) the maximum amount permitted under applicable law and (B) six months
interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal balance of such
Mortgage Loan;
(ss) With respect to each Mortgage Loan either (i) the fair market value of the Mortgaged Property securing such Mortgage
Loan was at least equal to 80 percent of the original principal balance of such Mortgage Loan at the time such Mortgage Loan was
originated or (ii) (a) the Mortgage Loan is only secured by the Mortgage Property and (b) substantially all of the proceeds of such
Mortgage Loan were used to acquire or to improve or protect the Mortgage Property. For the purposes of the preceding sentence, if the
Mortgage Loan has been significantly modified other than as a result of a default or a reasonable foreseeable default, the modified
Mortgage Loan will be viewed as having been originated on the date of the modification;
(tt) The Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to
sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union,
insurance company or similar institution which is supervised and examined by a federal or state authority;
(uu) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged Properties are timeshares;
(vv) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments and adjustments of the
outstanding principal balance are enforceable, all such adjustments have been properly made, including the mailing of required
notices, and such adjustments do not and will not affect the priority of the Mortgage lien. With respect to each Mortgage Loan
which has passed its initial Adjustment Date, Company has performed an audit of the Mortgage Loan to determine whether all
interest rate adjustments have been made in accordance with the terms of the Mortgage Note and Mortgage; and
(ww) Each Mortgage Note, each Mortgage, each Assignment and any other documents required pursuant to this Agreement to be
delivered to the Purchaser or its designee, or its assignee for each Mortgage Loan, have been, on or before the related Closing Date,
delivered to the Purchaser or its designee, or its assignee.
Section 3.03 Repurchase; Substitution.
It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive the
sale of the Mortgage Loans and delivery of the Mortgage Loan Documents to the Purchaser, or its designee, and shall inure to the
benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the
examination, or lack of examination, of any Mortgage File. Upon discovery by either the Company or the Purchaser of a breach of any
of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the
interest of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. The
Company shall have a period of sixty (60) days from the earlier of its discovery or its receipt of notice of any such breach within
which to correct or cure such breach. The Company hereby covenants and agrees that if any such breach is not corrected or cured
within such sixty day period, the Company shall, at the Purchaser's option and not later than ninety (90) days of its discovery or
its receipt of notice of such breach, repurchase such Mortgage Loan at the Repurchase Price or, with the Purchaser's prior consent
and at Purchaser’s sole option, substitute a Mortgage Loan as provided below. In the event that any such breach shall involve any
representation or warranty set forth in Section 3.01, and such breach is not cured within sixty (60) days of the earlier of either
discovery by or notice to the Company of such breach, all Mortgage Loans shall, at the option of the Purchaser, be repurchased by the
Company at the Repurchase Price. Any such repurchase shall be accomplished by wire transfer of immediately available funds to
Purchaser in the amount of the Repurchase Price.
If the Company is required to repurchase any Mortgage Loan pursuant to this Section 3.03, the Company may, with the
Purchaser's prior consent and at Purchaser’s sole option, within ninety (90) days from the related Closing Date, remove such
defective Mortgage Loan from the terms of this Agreement and substitute another mortgage loan for such defective Mortgage Loan, in
lieu of repurchasing such defective Mortgage Loan. Any substitute Mortgage Loan is subject to Purchaser acceptability. Any
substituted Loans will comply with the representations and warranties set forth in this Agreement as of the substitution date
The Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the removed Mortgage Loan from this
Agreement and the substitution of such substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall review the
Mortgage File delivered to it relating to the substitute Mortgage Loan. In the event of such a substitution, accrued interest on the
substitute Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon during such month
shall be the property of the Purchaser and accrued interest for such month on the Mortgage Loan for which the substitution is made
and any Principal Prepayments made thereon during such month shall be the property of the Company. The principal payment on a
substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of the Company and the principal
payment on the Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.
For any month in which the Company is permitted to substitute one or more substitute Mortgage Loans, the Company will
determine the amount (if any) by which the aggregate Stated Principal Balance (after application of the principal portion of all
scheduled payments due in the month of substitution) of all the substitute Mortgage Loans in the month of substitution is less then
the aggregate Stated Principal Balance (after application of the principal portion of the scheduled payment due in the month of
substitution) of the such replaced Mortgage Loan. An amount equal to the aggregate of such deficiencies described in the preceding
sentence for any Remittance Date shall be deposited into the Custodial Account by the Company on the related Determination Date in
the month following the calendar month during which the substitution occurred.
It is understood and agreed that the obligation of the Company set forth in this Section 3.03 to cure, repurchase or
substitute for a defective Mortgage Loan, and to indemnify Purchaser pursuant to Section 8.01, constitute the sole remedies of the
Purchaser respecting a breach of the foregoing representations and warranties. If the Company fails to repurchase or substitute for
a defective Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective Mortgage Loan to Purchaser's reasonable
satisfaction in accordance with this Section 3.03, or to indemnify Purchaser pursuant to Section 8.01, that failure shall be an Event
of Default and the Purchaser shall be entitled to pursue all remedies available in this Agreement as a result thereof. No provision
of this paragraph shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Sections 10.01 and
11.01.
Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made
in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) the earlier of discovery of such breach by the Company or
notice thereof by the Purchaser to the Company, (ii) failure by the Company to cure such breach or repurchase such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.
In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision of this Agreement, with
respect to any Mortgage Loan that is not in default or as to which no default is imminent, no substitution pursuant to Subsection
3.03 shall be made after the applicable REMIC's "start up day" (as defined in Section 860G(a) (9) of the Code), unless the Company
has obtained an Opinion of Counsel to the effect that such substitution will not (i) result in the imposition of taxes on "prohibited
transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii) cause the REMIC
to fail to qualify as a REMIC at any time.
Section 3.04 Representations and Warranties of the Purchaser.
The Purchaser represents, warrants and convenants to the Company that, as of the related Closing Date or as of such date
specifically provided herein:
(a) The Purchaser is a corporation, dully organized validly existing and in good standing under the laws of the State of
Delaware and is qualified to transact business in, is in good standing under the laws of, and possesses all licenses necessary for
the conduct of its business in, each state in which any Mortgaged Property is located or is otherwise except or not required under
applicable law to effect such qualification or license;
(b) The Purchaser has full power and authority to hold each Mortgage Loan, to purchase each Mortgage Loan pursuant to this
Agreement and the related Term Sheet and to execute, deliver and perform, and to enter into and consummate all transactions
contemplated by this Agreement and the related Term Sheet and to conduct its business as presently conducted, has duly authorized the
execution, delivery and performance of this Agreement and the related Term Sheet, has duly executed and delivered this Agreement and
the related Term Sheet;
(c) None of the execution and delivery of this Agreement and the related Term Sheet, the purchase of the Mortgage Loans,
the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this
Agreement and the related Term Sheet will conflict with any of the terms, conditions or provisions of the Purchaser’s charter or
by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal
restriction or any agreement or instrument to which the Purchaser is now a party or by which it is bound, or constitute a default or
result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order,
judgment or decree to which the Purchaser or its property is subject;
(d) There is no litigation pending or to the best of the Purchaser’s knowledge, threatened with respect to the Purchaser
which is reasonably likely to have a material adverse effect on the purchase of the related Mortgage Loans, the execution, delivery
or enforceability of this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on
the financial condition of the Purchaser;
(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the
execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement and the related Term
Sheet, the purchase of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement and the related Term
Sheet except for consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement and the related Term Sheet is in the ordinary
course of business of the Purchaser;
(h) The Purchaser will treat the purchase of the Mortgage Loans from the Company as a purchase for reporting, tax and
accounting purposes; and
(i) The Purchaser does not believe, nor does it have any cause or reason to believe, that it cannot perform each and
every of its covenants contained in this Agreement and the related Term Sheet.
The Purchaser shall indemnify the Company and hold it harmless against any claims, proceedings, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from a
breach by the Purchaser of the representations and warranties contained in this Section 3.04. It is understood and agreed that the
obligations of the Purchaser set forth in this Section 3.04 to indemnify the Seller as provided herein constitute the sole remedies
of the Seller respecting a breach of the foregoing representations and warranties.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANSSection 4.01 Company to Act as Servicer.The Company, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with this
Agreement and the related Term Sheet and with Accepted Servicing Practices, and shall have full power and authority, acting alone, to
do or cause to be done any and all things in connection with such servicing and administration which the Company may deem necessary
or desirable and consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing Practices and
exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement and the related Term
Sheet, the Company shall service the Mortgage Loans in strict compliance with the servicing provisions of the Fannie Mae Guides
(special servicing option), which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the
collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a
Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions
insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance
claims, the title, management and disposition of REO Property, permitted withdrawals with respect to REO Property, liquidation
reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of
Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or
discrepancy between any of the servicing provisions of this Agreement and the related Term Sheet and any of the servicing provisions
of the Fannie Mae Guides, the provisions of this Agreement and the related Term Sheet shall control and be binding upon the Purchaser
and the Company.
Consistent with the terms of this Agreement and the related Term Sheet, the Company may waive, modify or vary any term of
any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the
Company's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the
Purchaser, provided, however, that unless the Company has obtained the prior written consent of the Purchaser, the Company shall not
permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer for more than ninety
days or forgive any payment of principal or interest, reduce or increase the outstanding principal balance (except for actual
payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which has been
agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the
Company shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest
payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference
between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of
such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to the
same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Company shall
continue, and is hereby authorized and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation,
or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to
the Mortgaged Properties. Notwithstanding anything herein to the contrary, the Company may not enter into a forbearance agreement or
similar arrangement with respect to any Mortgage Loan which runs more than 180 days after the first delinquent Due Date. Any such
agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer, if required.
Notwithstanding anything to the contrary contained in this Agreement, the Company shall not make or permit any modification,
waiver or amendment of any term of any Mortgage Loan that would cause any REMIC created under the trust agreement pursuant to any
Reconstitution to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the
Code.
The Company shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in any REMIC.
The Company shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a
REMIC to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
investments” as defined in Section 860G(a)(5) of the Code.
In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing Practices, giving due
consideration to the Purchaser's reliance on the Company. Unless a different time period is stated in this Agreement or the related
Term Sheet, Purchaser shall be deemed to have given consent in connection with a particular matter if Purchaser does not
affirmatively grant or deny consent within five (5) Business Days from the date Purchaser receives a second written request for
consent for such matter from Company as servicer.
The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that the Subservicer is an entity
that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service
mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and
in either case shall be a FHLMC or Fannie Mae approved mortgage servicer in good standing, and no event has occurred, including but
not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders
imposed by Fannie Mae or for seller/servicers imposed by Fannie Mae or FHLMC, or which would require notification to Fannie Mae or
FHLMC. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its
licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to
protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its
duties under the related Subservicing Agreement. The Company may perform any of its servicing responsibilities hereunder or may
cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of the Subservicer
shall not release the Company from any of its obligations hereunder and the Company shall remain responsible hereunder for all acts
and omissions of the Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees
and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Company shall
notify Purchaser promptly in writing upon the appointment of any Subservicer.
At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company shall be
entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing responsibilities to be
performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained
herein shall be deemed to prevent or prohibit the Company, at the Company's option, from electing to service the related Mortgage
Loans itself. In the event that the Company's responsibilities and duties under this Agreement are terminated pursuant to Section
4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate the
rights and responsibilities of the Subservicer effective as of the date of termination of the Company. The Company shall pay all
fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's own
funds without reimbursement from the Purchaser.
Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company and the
Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be relieved of its
obligations to the Purchaser and shall be obligated to the same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the Subservicer for
indemnification of the Company by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification. The Company will indemnify and hold Purchaser harmless from any loss, liability or expense arising out of its use
of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder.
Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer
shall be deemed to be between the Subservicer and Company alone, and the Purchaser shall have no obligations, duties or liabilities
with respect to the Subservicer including no obligation, duty or liability of Purchaser to pay the Subservicer's fees and expenses.
For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to have received a
payment on a Mortgage Loan when the Subservicer has received such payment.
Section 4.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to this Agreement, the Company will
proceed diligently to collect all payments due under each Mortgage Loan when the same shall become due and payable and shall, to the
extent such procedures shall be consistent with this Agreement, Accepted Servicing Practices, and the terms and provisions of any
related Primary Mortgage Insurance Policy, follow such collection procedures as it follows with respect to mortgage loans comparable
to the Mortgage Loans and held for its own account. Further, the Company will take special care in ascertaining and estimating
annual escrow payments, and all other charges that, as provided in the Mortgage, will become due and payable, so that the
installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable.
In no event will the Company waive its right to any prepayment penalty or premium without the prior written consent of
Purchaser and Company will use diligent efforts to collect same when due except as otherwise provided in the prepayment penalty
provisions provided in the Mortgage Loan Documents.
Section 4.03 Realization Upon Defaulted MortgageThe Company shall use its best efforts, consistent with the procedures that the Company would use in servicing loans for its
own account, consistent with Accepted Servicing Practices, any Primary Mortgage Insurance Policies and the best interest of
Purchaser, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant
to Section 4.01. Foreclosure or comparable proceedings shall be initiated within ninety (90) days of default for Mortgaged
Properties for which no satisfactory arrangements can be made for collection of delinquent payments, subject to state and federal law
and regulation. The Company shall use its best efforts to realize upon defaulted Mortgage Loans in such manner as will maximize the
receipt of principal and interest by the Purchaser, taking into account, among other things, the timing of foreclosure proceedings.
The foregoing is subject to the provisions that, in any case in which a Mortgaged Property shall have suffered damage, the Company
shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion (i)
that such restoration will increase the proceeds of liquidation of the related Mortgage Loan to the Purchaser after reimbursement to
itself for such expenses, and (ii) that such expenses will be recoverable by the Company through Insurance Proceeds or Liquidation
Proceeds from the related Mortgaged Property, as contemplated in Section 4.05. Company shall obtain prior approval of Purchaser as
to repair or restoration expenses in excess of ten thousand dollars ($10,000). The Company shall notify the Purchaser in writing of
the commencement of foreclosure proceedings and not less than 5 days prior to the acceptance or rejection of any offer of
reinstatement. The Company shall be responsible for all costs and expenses incurred by it in any such proceedings or functions;
provided, however, that it shall be entitled to reimbursement thereof from the related property, as contemplated in Section 4.05.
Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu of
foreclosure, in the event the Company has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic
substances or wastes, or if the Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property, such
an inspection or review is to be conducted by a qualified inspector at the Purchaser's expense. Upon completion of the inspection,
the Company shall promptly provide the Purchaser with a written report of the environmental inspection. After reviewing the
environmental inspection report, the Purchaser shall determine how the Company shall proceed with respect to the Mortgaged Property.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the
Company as servicer of any Mortgage Loan which becomes ninety (90) days or greater delinquent in payment of a scheduled Monthly
Payment, without payment of any termination fee with respect thereto, provided that the Company shall on the date said termination
takes effect be reimbursed for any unreimbursed Monthly Advances of the Company's funds made pursuant to Section 5.03 and any
unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such delinquent Mortgage
Loan notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the provisions of
Section 11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to such delinquent
Mortgage Loan to the Purchaser or its designee.
If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Property are held,
the Company shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action
that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or
(ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on “prohibited transactions” as defined
Section 860G(a)(2) of the Code and the tax on “contributions” to a REMIC set forth in Section 860(D) of the Code) unless the Company
has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated
action will not endanger such REMIC status or result in the imposition of any such tax.
Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts.The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from
any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts. The Custodial Account shall
be an Eligible Account. Funds shall be deposited in the Custodial Account within 48 hours of receipt, and shall at all times be
insured by the FDIC up to the FDIC insurance limits, or must be invested in Permitted Investments for the benefit of the Purchaser.
Funds deposited in the Custodial Account may be drawn on by the Company in accordance with Section 4.05. The creation of any
Custodial Account shall be evidenced by a letter agreement in the form shown in Exhibit B hereto. The original of such letter
agreement shall be furnished to the Purchaser on the Closing Date, and upon the request of any subsequent Purchaser.
The Company shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and
collections received or made by it subsequent to the Cut-off Date, or received by it prior to the Cut-off Date but allocable to a
period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date:
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) any amounts required to be deposited by the Company in connection with any REO Property pursuant to Section 4.13 and
in connection therewith, the Company shall provide the Purchaser with written detail itemizing all of such amounts;
(v) all Insurance Proceeds including amounts required to be deposited pursuant to Sections 4.08, 4.10 and 4.11, other
than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the
Mortgagor in accordance with Accepted Servicing Practices, the Mortgage Loan Documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance
with Accepted Servicing Practices, the loan documents or applicable law;
(vii) any Monthly Advances;
(viii) with respect to each full or partial Principal Prepayment, any Prepayment Interest Shortfalls, to the extent of the
Company’s aggregate Servicing Fee received with respect to the related Prepayment Period;
(ix) any amounts required to be deposited by the Company pursuant to Section 4.10 in connection with the deductible
clause in any blanket hazard insurance policy, such deposit shall be made from the Company's own funds, without reimbursement
therefor; and
(x) any amounts required to be deposited in the Custodial Account pursuant to Section 4.01, 4.13 or 6.02.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the
extent permitted by Section 6.01, need not be deposited by the Company in the Custodial Account. Any interest paid on funds
deposited in the Custodial Account by the depository institution shall accrue to the benefit of the Company and the Company shall be
entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 4.05 (iv). The Purchaser shall not be
responsible for any losses suffered with respect to investment of funds in the Custodial Account.
Section 4.05 Permitted Withdrawals From the Custodial Account.The Company may, from time to time, withdraw from the Custodial Account for the following purposes:
(i) to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Company's right to reimburse itself pursuant to this subclause (ii)
being limited to amounts received on the related Mortgage Loan which represent late collections (net of the related Servicing Fees)
of principal and/or interest respecting (or to amounts received on the related Mortgage Loan as a whole if the Monthly Advance is
made due to a shortfall in a Monthly Payment made by a Mortgagor entitled to relief under the Soldiers and Sailors Civil Relief Act
of 1940) respecting which any such advance was made, it being understood that, in the case of such reimbursement, the Company's right
thereto shall be prior to the rights of the Purchaser, except that, where the Company is required to repurchase a Mortgage Loan,
pursuant to Section 3.03, the Company's right to such reimbursement shall be subsequent to the payment to the Purchaser of the
Repurchase Price pursuant to such Section and all other amounts required to be paid to the Purchaser with respect to such Mortgage
Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing Fees(or REO administration fees
described in Section 4.13), the Company's right to reimburse itself pursuant to this subclause (iii) with respect to any Mortgage
Loan being limited to related proceeds from Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the
relevant provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement; any recovery shall be made upon liquidation
of the REO Property;
(iv) to pay to itself as part of its servicing compensation (a) any interest earned on funds in the Custodial Account
(all such interest to be withdrawn monthly not later than each Remittance Date), and (b) the Servicing Fee from that portion of any
payment or recovery as to interest with respect to a particular Mortgage Loan;
(v) to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant to Section 3.03 all amounts
received thereon and not distributed as of the date on which the related repurchase price is determined,
(vi) to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;
(vii) to remove funds inadvertently placed in the Custodial Account by the Company;
(vi) to clear and terminate the Custodial Account upon the termination of this Agreement; and
(vii) to reimburse itself for Nonrecoverable Advances to the extent not reimbursed pursuant to clause (ii) or clause (iii).
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow
Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow
Accounts. The Escrow Account shall be an Eligible Account. Funds deposited in each Escrow Account shall at all times be insured in
a manner to provide maximum insurance under the insurance limitations of the FDIC, or must be invested in Permitted Investments.
Funds deposited in the Escrow Account may be drawn on by the Company in accordance with Section 4.07. The creation of any Escrow
Account shall be evidenced by a letter agreement in the form shown in Exhibit C. The original of such letter agreement shall be
furnished to the Purchaser on the Closing Date, and upon request to any subsequent purchaser.
The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any
such items as required under the terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.
The Company shall make withdrawals from the Escrow Account only to effect such payments as are required under this
Agreement, and for such other purposes as shall be as set forth or in accordance with Section 4.07. The Company shall be entitled to
retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds
required by law to be paid to the Mortgagor and, to the extent required by law, the Company shall pay interest on escrowed funds to
the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest paid thereon is insufficient for such
purposes. The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Escrow Account.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by Company only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, Primary Mortgage Insurance Policy
premiums, if applicable, fire and hazard insurance premiums, condominium assessments and comparable items;
(ii) to reimburse Company for any Servicing Advance made by Company with respect to a related Mortgage Loan but only from
amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be overages;
(iv) for transfer to the Custodial Account in accordance with the terms of this Agreement;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Company, or to the Mortgagor to the extent required by law, any interest paid on the funds deposited
in the Escrow Account;
(vii) to clear and terminate the Escrow Account on the termination of this Agreement. As part of its servicing duties,
the Company shall pay to the Mortgagors interest on funds in Escrow Account, to the extent required by law, and to the extent that
interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement
therefor; and
(viii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06.
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage Insurance Policies;Collections Thereunder.
With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the status of ground rents,
taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of
primary mortgage insurance premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges, including renewal premiums and shall effect payment thereof prior to the applicable penalty or termination
date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been estimated and accumulated by the Company in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage or applicable law. To the extent that the Mortgage does not provide for Escrow Payments, the Company
shall determine that any such payments are made by the Mortgagor at the time they first become due. The Company assumes full
responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of the
Mortgagor's faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own
funds to effect such payments.
The Company will maintain in full force and effect Primary Mortgage Insurance Policies issued by a Qualified Insurer with
respect to each Mortgage Loan for which such coverage is herein required. Such coverage will be terminated only with the approval of
Purchaser, or as required by applicable law or regulation. The Company will not cancel or refuse to renew any Primary Mortgage
Insurance Policy in effect on the Closing Date that is required to be kept in force under this Agreement unless a replacement Primary
Mortgage Insurance Policy for such canceled or nonrenewed policy is obtained from and maintained with a Qualified Insurer. The
Company shall not take any action which would result in non-coverage under any applicable Primary Mortgage Insurance Policy of any
loss which, but for the actions of the Company would have been covered thereunder. In connection with any assumption or substitution
agreement entered into or to be entered into pursuant to Section 6.01, the Company shall promptly notify the insurer under the
related Primary Mortgage Insurance Policy, if any, of such assumption or substitution of liability in accordance with the terms of
such policy and shall take all actions which may be required by such insurer as a condition to the continuation of coverage under the
Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is terminated as a result of such assumption or
substitution of liability, the Company shall obtain a replacement Primary Mortgage Insurance Policy as provided above.
In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the insurer under any Private Mortgage Insurance Policy in a timely fashion in accordance with the terms of such
Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Company under
any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.
Section 4.09 Transfer of Accounts.The Company may transfer the Custodial Account or the Escrow Account to a different Eligible Account from time to time.
Such transfer shall be made only upon obtaining the prior written consent of the Purchaser, which consent will not be unreasonably
withheld.
Section 4.10 Maintenance of Hazard Insurance.The Company shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as is
acceptable to Fannie Mae or FHLMC and customary in the area where the Mortgaged Property is located in an amount which is equal to
the lesser of (i) the maximum insurable value of the improvements securing such Mortgage Loan or (ii) the greater of (a) the
outstanding principal balance of the Mortgage Loan, and (b) an amount such that the proceeds thereof shall be sufficient to prevent
the Mortgagor and/or the mortgagee from becoming a co-insurer. If required by the Flood Disaster Protection Act of 1973, as amended,
each Mortgage Loan shall be covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal
Insurance Administration in effect with an insurance carrier acceptable to Fannie Mae or FHLMC, in an amount representing coverage
not less than the least of (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable value of the
improvements securing such Mortgage Loan or (iii) the maximum amount of insurance which is available under the Flood Disaster
Protection Act of 1973, as amended. If at any time during the term of the Mortgage Loan, the Company determines in accordance with
applicable law and pursuant to the Fannie Mae Guides that a Mortgaged Property is located in a special flood hazard area and is not
covered by flood insurance or is covered in an amount less than the amount required by the Flood Disaster Protection Act of 1973, as
amended, the Company shall notify the related Mortgagor that the Mortgagor must obtain such flood insurance coverage, and if said
Mortgagor fails to obtain the required flood insurance coverage within forty-five (45) days after such notification, the Company
shall immediately force place the required flood insurance on the Mortgagor’s behalf. The Company shall also maintain on each REO
Property, fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the
improvements which are a part of such property, and, to the extent required and available under the Flood Disaster Protection Act of
1973, as amended, flood insurance in an amount as provided above. Any amounts collected by the Company under any such policies other
than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or REO
Property, or released to the Mortgagor in accordance with Accepted Servicing Practices, shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05. It is understood and agreed that no other additional insurance need be required by
the Company of the Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to this
Agreement, the Fannie Mae Guides or such applicable state or federal laws and regulations as shall at any time be in force and as
shall require such additional insurance. All such policies shall be endorsed with standard mortgagee clauses with loss payable to
the Company and its successors and/or assigns and shall provide for at least thirty days prior written notice of any cancellation,
reduction in the amount or material change in coverage to the Company. The Company shall not interfere with the Mortgagor's freedom
of choice in selecting either his insurance carrier or agent, provided, however, that the Company shall not accept any such insurance
policies from insurance companies unless such companies are Qualified Insurers.
Section 4.11 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Company shall obtain and maintain a blanket policy issued by a Qualified Insurer insuring against
hazard losses on all of the Mortgage Loans, then, to the extent such policy provides coverage in an amount equal to the amount
required pursuant to Section 4.10 and otherwise complies with all other requirements of Section 4.10, it shall conclusively be deemed
to have satisfied its obligations as set forth in Section 4.10, it being understood and agreed that such policy may contain a
deductible clause, in which case the Company shall, in the event that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy complying with Section 4.10, and there shall have been a loss which would have been covered by such
policy, deposit in the Custodial Account the amount not otherwise payable under the blanket policy because of such deductible
clause. In connection with its activities as servicer of the Mortgage Loans, the Company agrees to prepare and present, on behalf of
the Purchaser, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy. Upon request of
the Purchaser, the Company shall cause to be delivered to the Purchaser a certified true copy of such policy and shall use its best
efforts to obtain a statement from the insurer thereunder that such policy shall in no event be terminated or materially modified
without thirty (30) days' prior written notice to the Purchaser.
Section 4.12 Fidelity Bond, Errors and Omissions Insurance.The Company shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with
broad coverage with responsible companies on all officers, employees or other persons acting in any capacity with regard to the
Mortgage Loan to handle funds, money, documents and papers relating to the Mortgage Loan. The Fidelity Bond shall be in the form of
the Mortgage Banker's Blanket Bond and shall protect and insure the Company against losses, including forgery, theft, embezzlement
and fraud of such persons. The errors and omissions insurance shall protect and insure the Company against losses arising out of
errors and omissions and negligent acts of such persons. Such errors and omissions insurance shall also protect and insure the
Company against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and the
release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision
of this Section 4.12 requiring the Fidelity Bond or errors and omissions insurance shall diminish or relieve the Company from its
duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and insurance policy shall be at
least equal to the corresponding amounts required by Fannie Mae in the Fannie Mae Guides. Upon request by the Purchaser, the Company
shall deliver to the Purchaser a certificate from the surety and the insurer as to the existence of the Fidelity Bond and errors and
omissions insurance policy and shall obtain a statement from the surety and the insurer that such Fidelity Bond or insurance policy
shall in no event be terminated or materially modified without thirty (30) days' prior written notice to the Purchaser. The Company
shall notify the Purchaser within five (5) business days of receipt of notice that such Fidelity Bond or insurance policy will be, or
has been, materially modified or terminated. The Purchaser (or any party having the status of Purchaser hereunder) and any
subsidiary thereof and their successors or assigns as their interests may appear must be named as loss payees on the Fidelity Bond
and as additional insured on the errors and omissions policy. Upon request by Purchaser, Company shall provide Purchaser with an
insurance certificate certifying coverage under this Section 4.12, and will provide an update to such certificate upon request, or
upon renewal or material modification of coverage.
Section 4.13 Title, Management and Disposition of REO Property.
In the event that title to the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be taken in the name of the Purchaser or its designee, or in the event the Purchaser or its designee is not
authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected
under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name
of such Person or Persons as shall be consistent with an opinion of counsel obtained by the Company from an attorney duly licensed to
practice law in the state where the REO Property is located. Any Person or Persons holding such title other than the Purchaser shall
acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser.
The Company shall notify the Purchaser in accordance with the Fannie Mae Guides of each acquisition of REO Property upon
such acquisition (and, in any event, shall provide notice of the consummation of any foreclosure sale within three (3) Business Days
of the date Company receives notice of such consummation), together with a copy of the drive by appraisal or brokers price opinion of
the Mortgaged Property obtained in connection with such acquisition. The Purchaser shall thereafter assume the responsibility for
marketing such REO property and shall be disposed of by the Purchaser. No Servicing Fee shall be assessed or otherwise accrue on any
REO Property from and after the date on which it becomes an REO Property.
The Company shall, either itself or through an agent selected by the Company, and in accordance with the Fannie Mae Guides
manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other
foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is
managed, until such time the REO Property is conveyed to the Purchaser for final disposition. The Company shall cause each REO
Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least
monthly thereafter or more frequently as required by the circumstances. The Company shall make or cause to be made a written report
of each such inspection and such reports shall be retained in the Mortgage File. The Company shall file all necessary mortgage
insurance claims.
Section 4.14 Notification of Maturity Date.
With respect to each Mortgage Loan, the Company shall execute and deliver to the Mortgagor any and all necessary notices
required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the maturity date if required under
applicable law.
ARTICLE V
PAYMENTS TO THE PURCHASER
Section 5.01 Distributions.
On each Remittance Date, the Company shall distribute by wire transfer of immediately available funds to the Purchaser (i)
all amounts credited to the Custodial Account as of the close of business on the preceding Determination Date, net of charges against
or withdrawals from the Custodial Account pursuant to Section 4.05, plus (ii) all Monthly Advances, if any, which the Company is
obligated to distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage Loan Remittance Rate on any Principal
Prepayment from the date of such Principal Prepayment through the end of the month for which disbursement is made provided that the
Company’s obligation as to payment of such interest shall be limited to the Servicing Fee earned during the month of the
distribution, minus (iv) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the
preceding Determination Date, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such
amounts. It is understood that, by operation of Section 4.04, the remittance on the first Remittance Date with respect to Mortgage
Loans purchased pursuant to the related Term Sheet is to include principal collected after the Cut-off Date through the preceding
Determination Date plus interest, adjusted to the Mortgage Loan Remittance Rate collected through such Determination Date exclusive
of any portion thereof allocable to the period prior to the Cut-off Date, with the adjustments specified in clauses (ii), (iii) and
(iv) above.
With respect to any remittance received by the Purchaser after the Remittance Date, the Company shall pay to the Purchaser
interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus three (3)
percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall cover the period
commencing with the day following the Business Day such payment was due and ending with the Business Day on which such payment is
made to the Purchaser, both inclusive. The payment by the Company of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Company. On each Remittance Date, the Company shall provide a remittance report
detailing all amounts being remitted pursuant to this Section 5.01.
Section 5.02 Statements to the Purchaser.The Company shall furnish to Purchaser an individual loan accounting report, as of the last Business Day of each month, in
the Company's assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With
respect to each month, the corresponding individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on a disk or tape or other computer-readable format in such format as may be mutually agreed upon
by both Purchaser and Company, and no later than the fifth Business Day of the following month in hard copy, and shall contain the
following:
(i) With respect to each Monthly Payment, the amount of such remittance allocable to principal (including a separate
breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or premiums, along with a
detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Monthly Payment, the amount of such remittance allocable to interest;
(iii) the amount of servicing compensation received by the Company during the prior distribution period;
(iv) the aggregate Stated Principal Balance of the Mortgage Loans;
(v) the aggregate of any expenses reimbursed to the Company during the prior distribution period pursuant to Section 4.05;
(vi) The number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent (1) 30 to 59 days, (2) 60 to
89 days, (3) 90 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been acquired; and
The Company shall also provide a trial balance, sorted in Purchaser's assigned loan number order, in the form of Exhibit E
hereto, with each such Report.
The Company shall prepare and file any and all information statements or other filings required to be delivered to any
governmental taxing authority or to Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Company shall provide Purchaser with such information concerning the Mortgage Loans as is
necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.
In addition, not more than sixty (60) days after the end of each calendar year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable federal
income tax law as to the aggregate of remittances for the applicable portion of such year.
Section 5.03 Monthly Advances by the Company.
Not later than the close of business on the Business Day preceding each Remittance Date, the Company shall deposit in the
Custodial Account an amount equal to all payments not previously advanced by the Company, whether or not deferred pursuant to Section
4.01, of principal (due after the Cut-off Date) and interest not allocable to the period prior to the Cut-off Date, adjusted to the
Mortgage Loan Remittance Rate, which were due on a Mortgage Loan and delinquent at the close of business on the related Determination
Date; provided, however that the Company shall not be obligated to advance any shortfall arising as a result of application of the
Soldiers’ and Sailors’ Civil Relief Act of 1940 to any Mortgage Loan. .
The Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue through the last Monthly
Payment due prior to the payment in full of the Mortgage Loan, or through the Remittance Date prior to the date on which the
Mortgaged Property liquidates (which is during the same monthly reporting cycle as of foreclosure sale) (including Insurance
Proceeds, proceeds from the sale of REO Property or Condemnation Proceeds) with respect to the Mortgage Loan unless the Company deems
such advance to be a Nonrecoverable Advance. In such event, the Company shall deliver to the Purchaser an Officer's Certificate of
the Company to the effect that an officer of the Company has reviewed the related Mortgage File and has made the reasonable
determination that any additional advances are nonrecoverable.
Section 5.04 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser pursuant to a deed-in-lieu
of foreclosure, the Company shall submit to the Purchaser a liquidation report with respect to such Mortgaged Property in a form
mutually acceptable to Company and Purchaser. The Company shall also provide reports on the status of REO Property containing such
information as Purchaser may reasonably require.
Section 5.05 Prepayment Interest Shortfalls.
Not later than the close of business on the Business Day preceding each Remittance Date in the month following the related
Prepayment Period, the Company shall deposit in the Custodial Account an amount equal to any Prepayment Interest Shortfalls with
respect to such Prepayment Period, which in the aggregate shall not exceed the Company’s aggregate Servicing Fee received with
respect to the related Due Period.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Assumption Agreements.The Company will, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of the
Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain
liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any
"due-on-sale" clause to the extent permitted by law; provided, however, that the Company shall not exercise any such rights if
prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such rights would impair or threaten to
impair any recovery under the related Primary Mortgage Insurance Policy, if any. If the Company reasonably believes it is unable
under applicable law to enforce such "due-on-sale" clause, the Company, with the approval of the Purchaser, will enter into an
assumption agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to
which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains
liable thereon. Where an assumption is allowed pursuant to this Section 6.01, the Company, with the prior consent of the Purchaser
and the primary mortgage insurer, if any, is authorized to enter into a substitution of liability agreement with the person to whom
the Mortgaged Property has been conveyed or is proposed to be conveyed pursuant to which the original mortgagor is released from
liability and such Person is substituted as mortgagor and becomes liable under the related Mortgage Note. Any such substitution of
liability agreement shall be in lieu of an assumption agreement.
In connection with any such assumption or substitution of liability, the Company shall follow the underwriting practices and
procedures of the Company. With respect to an assumption or substitution of liability, the Mortgage Interest Rate borne by the
related Mortgage Note, the amount of the Monthly Payment and the maturity date may not be changed (except pursuant to the terms of
the Mortgage Note). If the credit of the proposed transferee does not meet such underwriting criteria, the Company diligently shall,
to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan.
The Company shall notify the Purchaser that any such substitution of liability or assumption agreement has been completed by
forwarding to the Purchaser the original of any such substitution of liability or assumption agreement, which document shall be added
to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof. All fees collected by the Company for entering into an assumption or
substitution of liability agreement shall belong to the Company.
Notwithstanding the foregoing paragraphs of this Section or any other provision of this Agreement, the Company shall not be
deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or any assumption which the Company may be restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 6.01, the term "assumption" is deemed to also include a sale of the Mortgaged Property subject to the
Mortgage that is not accompanied by an assumption or substitution of liability agreement.
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Company will immediately notify the Purchaser by a certification, which
certification shall include a statement to the effect that all amounts received or to be received in connection with such payment
which are required to be deposited in the Custodial Account pursuant to Section 4.04 have been or will be so deposited, of a
Servicing Officer and shall request delivery to it of the portion of the Mortgage File held by the Purchaser. The Purchaser shall no
later than five Business Days after receipt of such certification and request, release or cause to be released to the Company, the
related Mortgage Loan Documents and, upon its receipt of such documents, the Company shall promptly prepare and deliver to the
Purchaser the requisite satisfaction or release. No later than five (5) Business Days following its receipt of such satisfaction or
release, the Purchaser shall deliver, or cause to be delivered, to the Company the release or satisfaction properly executed by the
owner of record of the applicable mortgage or its duly appointed attorney in fact. No expense incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account.
In the event the Company satisfies or releases a Mortgage without having obtained payment in full of the indebtedness
secured by the Mortgage or should it otherwise prejudice any right the Purchaser may have under the mortgage instruments, the
Company, upon written demand, shall remit within two (2) Business Days to the Purchaser the then outstanding principal balance of the
related Mortgage Loan by deposit thereof in the Custodial Account. The Company shall maintain the Fidelity Bond and errors and
omissions insurance insuring the Company against any loss it may sustain with respect to any Mortgage Loan not satisfied in
accordance with the procedures set forth herein.
From time to time and as
appropriate for the servicing or foreclosure of the Mortgage Loan, including for the purpose of collection under any Primary Mortgage
Insurance Policy, the Purchaser shall, upon request of the Company and delivery to the Purchaser of a servicing receipt signed by a
Servicing Officer, release the portion of the Mortgage File held by the Purchaser to the Company. Such servicing receipt shall
obligate the Company to return the related Mortgage documents to the Purchaser when the need therefor by the Company no longer
exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited
in the Custodial Account or the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Company has delivered to the Purchaser a certificate of a
Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and
the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was
liquidated, the servicing receipt shall be released by the Purchaser to the Company.
Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Company shall be entitled to withdraw from the Custodial Account (to the
extent of interest payments collected on the Mortgage Loans) or to retain from interest payments collected on the Mortgage Loans, the
amounts provided for as the Company's Servicing Fee, subject to payment of compensating interest on Principal Prepayments as capped
by the Servicing Fee pursuant to Section 5.01 (iii). Additional servicing compensation in the form of assumption fees, as provided
in Section 6.01, and late payment charges or otherwise shall be retained by the Company to the extent not required to be deposited in
the Custodial Account. No Servicing Fee shall be payable in connection with partial Monthly Payments. The Company shall be required
to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement
therefor except as specifically provided for.
Section 6.04 Annual Statement as to Compliance.The Company will deliver to the Purchaser not later than 90 days following the end of each fiscal year of the Company
beginning in March 2004, an Officers' Certificate stating, as to each signatory thereof, that (i) a review of the activities of the
Company during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision,
and (ii) to the best of such officers' knowledge, based on such review, the Company has fulfilled all of its obligations under this
Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such
default known to such officers and the nature and status of cure provisions thereof. Copies of such statement shall be provided by
the Company to the Purchaser upon request.
Section 6.05 Annual Independent Certified Public Accountants' Servicing Report.
Within ninety (90) days of Company's fiscal year end beginning in March 2004, the Company at its expense shall cause a firm
of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement
to the Purchaser to the effect that such firm has examined certain documents and records relating to the Company's servicing of
mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which
agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in the uniform single
audit program for mortgage bankers, such firm is of the opinion that the Company's servicing has been conducted in compliance with
the agreements examined pursuant to this Section 6.05, except for (i) such exceptions as such firm shall believe to be immaterial,
and (ii) such other exceptions as shall be set forth in such statement. Copies of such statement shall be provided by the Company to
the Purchaser. In addition, on an annual basis, Company shall provided Purchaser with copies of its audited financial statements.
Section 6.06 Purchaser's Right to Examine Company Records.
The Purchaser shall have the right to examine and audit upon reasonable notice to the Company, during business hours or at
such other times as might be reasonable under applicable circumstances, any and all of the books, records, documentation or other
information of the Company, or held by another for the Company or on its behalf or otherwise, which relates to the performance or
observance by the Company of the terms, covenants or conditions of this Agreement.
The Company shall provide to the Purchaser and any supervisory agents or examiners representing a state or federal
governmental agency having jurisdiction over the Purchaser, including but not limited to OTS, FDIC and other similar entities, access
to any documentation regarding the Mortgage Loans in the possession of the Company which may be required by any applicable
regulations. Such access shall be afforded without charge, upon reasonable request, during normal business hours and at the offices
of the Company, and in accordance with the FDIC, OTS, or any other similar federal or state regulations, as applicable.
ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01 Company Shall Provide Information as Reasonably Required.The Company shall furnish to the Purchaser during the term of this Agreement, such periodic, special or other reports,
information or documentation, whether or not provided for herein, as shall be necessary, reasonable or appropriate in respect to the
Purchaser, or otherwise in respect to the Mortgage Loans and the performance of the Company under this Agreement, including any
reports, information or documentation reasonably required to comply with any regulations regarding any supervisory agents or
examiners of the Purchaser all such reports or information to be as provided by and in accordance with such applicable instructions
and directions as the Purchaser may reasonably request in relation to this Agreement or the performance of the Company under this
Agreement. The Company agrees to execute and deliver all such instruments and take all such action as the Purchaser, from time to
time, may reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.
In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective purchaser audited
financial statements of the Company for the most recently completed two (2) fiscal years for which such statements are available, as
well as a Consolidated Statement of Condition at the end of the last two (2) fiscal years covered by any Consolidated Statement of
Operations. If it has not already done so, the Company shall furnish promptly to the Purchaser or a prospective purchaser copies of
the statements specified above.
The Company shall make reasonably available to the Purchaser or any prospective Purchaser a knowledgeable financial or
accounting officer for the purpose of answering questions and to permit any prospective purchaser to inspect the Company’s servicing
facilities for the purpose of satisfying such prospective purchaser that the Company has the ability to service the Mortgage Loans as
provided in this Agreement.
ARTICLE VIIITHE SERVICERSection 8.01 Indemnification; Third Party Claims.The Company agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in
any way related to the failure of the Company to observe and perform its duties, obligations, covenants, and agreements to service
the Mortgage Loans in strict compliance with the terms of this Agreement. The Company agrees to indemnify the Purchaser and hold it
harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any
other costs, fees and expenses that the Purchaser may sustain in any way from any claim, demand, defense or assertion based on or
grounded upon, or resulting from any assertion based on, grounded upon or resulting from a breach or alleged breach of any of the
representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Company shall immediately notify the Purchaser
if a claim is made by a third party against Company with respect to this Agreement or the Mortgage Loans, assume (with the consent of
the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, whether or not
such claim is settled prior to judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered against
it or the Purchaser in respect of such claim. The Company shall follow any written instructions received from the Purchaser in
connection with such claim. The Purchaser shall promptly reimburse the Company for all amounts advanced by it pursuant to the two
preceding sentences except when the claim relates to the failure of the Company to service and administer the Mortgages in strict
compliance with the terms of this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the
negligence, bad faith or willful misconduct of Company. The provisions of this Section 8.01 shall survive termination of this
Agreement.
Section 8.02 Merger or Consolidation of the Company.The Company will keep in full effect its existence, rights and franchises as a corporation under the laws of the state of
its incorporation except as permitted herein, and will obtain and preserve its qualification to do business as a foreign corporation
in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this
Agreement, or any of the Mortgage Loans and to perform its duties under this Agreement.
Any Person into which the Company may be merged or consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any Person succeeding to the business of the Company whether or not related
to loan servicing, shall be the successor of the Company hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or
surviving Person shall be an institution (i) having a GAAP net worth of not less than $25,000,000, (ii) the deposits of which are
insured by the FDIC, SAIF and/or BIF, and which is a HUD-approved mortgagee whose primary business is in origination and servicing of
first lien mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved seller/servicer in good standing.
Section 8.03 Limitation on Liability of the Company and Others.
Neither the Company nor any of the officers, employees or agents of the Company shall be under any liability to the
Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment made in good faith; provided, however, that this provision shall not protect the Company or any such person
against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any
standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of negligence, bad faith or
willful misconduct, or any breach of the terms and conditions of this Agreement. The Company and any officer, employee or agent of
the Company may rely in good faith on any document of any kind prima facie properly executed and submitted by the Purchaser
respecting any matters arising hereunder. The Company shall not be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its
reasonable opinion may involve it in any expenses or liability; provided, however, that the Company may, with the consent of the
Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties
of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities for which the Purchaser will be liable, and the Company shall be entitled to be reimbursed
therefor from the Purchaser upon written demand.
Section 8.04 Company Not to Assign or Resign.The Company shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual
consent of the Company and the Purchaser or upon the determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by the Company. Any such determination permitting the resignation of the Company
shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and
substance acceptable to the Purchaser. No such resignation shall become effective until a successor shall have assumed the Company's
responsibilities and obligations hereunder in the manner provided in Section 11.01.
Section 8.05 No Transfer of Servicing.
With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the
Purchaser has acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel,
records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting
the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights
or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets,
without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion.
Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this
Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying
the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to
terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other
than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.
ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
In case one or more of the following Events of Default by the Company shall occur and be continuing, that is to say:
(i) any failure by the Company to remit to the Purchaser any payment required to be made under the terms of this Agreement
which continues unremedied for a period of one (1) Business Day; or
(ii) failure on the part of the Company duly to observe or perform in any material respect any other of the covenants or
agreements on the part of the Company set forth in this Agreement which continues unremedied for a period of thirty (30) days after
the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the
Purchaser; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a
conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Company and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty days; or
(iv) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy,
readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Company or of or relating to
all or substantially all of its property; or
(v) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(vi) Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty
days; or
(vii) the Company attempts to assign its right to servicing compensation hereunder or the Company attempts, without the
consent of the Purchaser, to sell or otherwise dispose of all or substantially all of its property or assets or to assign this
Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof; or
(viii) the Company ceases to be (a) licensed to service first lien residential mortgage loans in any jurisdiction in which
a Mortgaged Property is located and such licensing is required, and (b) qualified to transact business in any jurisdiction where it
is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Company's ability to
perform its obligations hereunder; or
(ix) the Company fails to meet the eligibility criteria set forth in the last sentence of Section 8.02.
Then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice
in writing to the Company (except in the case of an Event of Default under clauses (iii), (iv) or (v) above, in which case,
automatically and without notice) Company may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and
at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the
Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the
same. On or after the receipt by the Company of such written notice (or, in the case of an Event of Default under clauses (iii),
(iv) or (v) above, in which case, automatically and without notice), all authority and power of the Company under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section
11.01. Upon written request from the Purchaser, the Company shall prepare, execute and deliver, any and all documents and other
instruments, place in such successor's possession all Mortgage Files, and do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise, at the Company's sole expense. The Company agrees to cooperate with the
Purchaser and such successor in effecting the termination of the Company's responsibilities and rights hereunder, including, without
limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the
Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.
Section 9.02 Waiver of Defaults.
The Purchaser may waive only by written notice any default by the Company in the performance of its obligations hereunder
and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent
or other default or impair any right consequent thereon except to the extent expressly so waived in writing.
ARTICLE XTERMINATIONSection 10.01 Termination.
The respective obligations and responsibilities of the Company shall terminate upon: (i) the later of the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage Loan and the disposition of all remaining REO Property
and the remittance of all funds due hereunder; or (ii) by mutual consent of the Company and the Purchaser in writing; or (iii)
termination with cause under the terms of this Agreement.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Successor to the Company.
Prior to termination of Company's responsibilities and duties under this Agreement pursuant to Sections 4.13, 8.04, 9.01,
10.01 (ii) or (iii), the Purchaser shall (i) succeed to and assume all of the Company's responsibilities, rights, duties and
obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 8.02 hereof and which
shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior
to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment
and assumption, the Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as
the Purchaser and such successor shall agree. In the event that the Company's duties, responsibilities and liabilities under this
Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge such duties and responsibilities
during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of
diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair
or prejudice the rights or financial condition of its successor. The resignation or removal of Company pursuant to the
aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall in no
event relieve the Company of the representations and warranties made pursuant to Sections 3.01, 3.02 and 3.03 and the remedies
available to the Purchaser thereunder and under Section 8.01, it being understood and agreed that the provisions of such Sections
3.01, 3.02, 3.03 and 8.01 shall be applicable to the Company notwithstanding any such resignation or termination of the Company, or
the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Purchaser an
instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement.
Any termination or resignation of the Company or this Agreement pursuant to Section 4.13, 8.04, 9.01 or 10.01 shall not affect any
claims that the Purchaser may have against the Company arising prior to any such termination or resignation.
The Company shall promptly deliver to the successor the funds in the Custodial Account and the Escrow Account and the
Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company
shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely
vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. The
successor shall make arrangements as it may deem appropriate to reimburse the Company for unrecovered Servicing Advances which the
successor retains hereunder and which would otherwise have been recovered by the Company pursuant to this Agreement but for the
appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Purchaser of such appointment.
Section 11.02 Amendment.
This Agreement may be amended from time to time by the Company and the Purchaser by written agreement signed by the Company
and the Purchaser.
Section 11.03 Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for
real property records in all the counties or other comparable jurisdictions in which any of the properties subject to the Mortgages
are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Company at
the Company's expense on direction of the Purchaser accompanied by an opinion of counsel to the effect that such recordation
materially and beneficially affects the interest of the Purchaser or is necessary for the administration or servicing of the Mortgage
Loans.
Section 11.04 Governing Law.
This Agreement and the related Term Sheet shall be governed by and construed in accordance with the laws of the State of New
York except to the extent preempted by Federal law. The obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
Section 11.05 Notices.
Any demands, notices or other communications permitted or required hereunder shall be in writing and shall be deemed
conclusively to have been given if personally delivered at or mailed by registered mail, postage prepaid, and return receipt
requested or certified mail, return receipt requested, or transmitted by telex, telegraph or telecopier and confirmed by a similar
mailed writing, as follows:
(i) if to the Company:
First Horizon Home Loan Corporation
4000 Horizon Way
Irving, Texas75063
Attention: Capital Markets Department
Telecopier No.: [___________]
First Tennessee Mortgage Services, Inc.
4000 Horizon Way
Irving, Texas75063
Attention: Capital Markets Department
Telecopier No.: [___________]
(ii) if to the Purchaser:
EMC Mortgage Corporation
Mac Arthur Ridge II,
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ms. Ralene Ruyle
Telecopier No.: (972) 444-2810
With a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York10179
Attention: Mary Haggerty
or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice or communication
hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced,
in the case of registered or certified mail, by the date noted on the return receipt).
Section 11.06 Severability of Provisions.
Any part, provision, representation or warranty of this Agreement and the related Term Sheet which is prohibited or which is
held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable
or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To
the extent permitted by applicable law, the parties hereto waive any provision of law that prohibits or renders void or unenforceable
any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party
of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good faith, to develop a
structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such
invalidity.
Section 11.07 Exhibits.
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.
Section 11.08 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as
well as the singular, and the use of any gender herein shall be deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles;
(iii) references herein to "Articles", "Sections", Subsections", "Paragraphs", and other subdivisions without reference to
a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in
the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
(v) the words "herein", "hereof ", "hereunder" and other words of similar import refer to this Agreement as a whole and
not to any particular provision;
(vi) the term "include" or "including" shall mean without limitation by reason of enumeration; and
(viii) headings of the Articles and Sections in this Agreement are for reference purposes only and shall not be deemed to
have any substantive effect.
Section 11.09 Reproduction of Documents.
This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and modifications
which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial statements, certificates
and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence.
Section 11.10 Confidentiality of Information.
Each party recognizes that, in connection with this Agreement, it may become privy to non-public information regarding the
financial condition, operations and prospects of the other party. Each party agrees to keep all non-public information regarding the
other party strictly confidential, and to use all such information solely in order to effectuate the purpose of the Agreement,
provided that each party may provide confidential information to its employees, agents and affiliates who have a need to know such
information in order to effectuate the transaction, provided further that such information is identified as confidential non-public
information. In addition, confidential information may be provided to a regulatory authority with supervisory power over Purchaser,
provided such information is identified as confidential non-public information.
Notwithstanding other provisions of this Section 16.14 or any other express or implied agreement, arrangement, or
understanding to the contrary, the Company and Purchaser (the “Parties”) agree that the Parties (and their employees, representatives
and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the
purported or claimed U.S. federal income tax treatment of the purchase of the Mortgage Loans and related transactions covered by this
letter agreement (“tax treatment”) and any fact that may be relevant to understanding the tax treatment (“tax structure”) and all
materials of any kind (including opinions or other tax analyses) that are provided to the Parties relating to such tax treatment and
tax structure, except where confidentiality is reasonably necessary to comply with securities laws.
Section 11.11 Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, each of the Assignments is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable jurisdictions in which any or all of the Mortgaged
Properties are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by and at
the Company’s expense in the event recordation is either necessary under applicable law or requested by the Purchaser at its sole
option.
Section 11.12 Assignment.
The Purchaser shall have the right, without the consent of the Company, to assign, in whole or in part, its interest under this
Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser
hereunder, by executing an Assignment and Assumption Agreement substantially in the form of Exhibit D hereto and the assignee or
designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. In no event
shall Purchaser sell a partial interest in any Mortgage Loan without the written consent of Company, which consent shall not be
unreasonably denied. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee. The
Company shall have the right, only with the consent of the Purchaser or otherwise in accordance with this Agreement, to assign,
in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans.
Section 11.13 No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto
and the services of the Company shall be rendered as an independent contractor and not as agent for Purchaser.
Section 11.14 Execution: Successors and Assigns.
This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts,
each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same
agreement. Subject to this Agreement shall inure to the benefit of and be binding upon the Company and the Purchaser and their
respective successors and assigns.
Section 11.15 Entire Agreement.The Company acknowledges that no representations, agreements or promises were made to the Company by the Purchaser or any of
its employees other than those representations, agreements or promises specifically contained herein and in the Confirmation. The
Confirmation and this Agreement and the related Term Sheet sets forth the entire understanding between the parties hereto; provided,
however, only this Agreement and the related Term Sheet shall be binding upon all successors of both parties. In the event of any
inconsistency between the Confirmation and this Agreement, this Agreement and the related Term Sheet shall control.
Section 11.16. No Solicitation.
From and after the Closing Date, the Company agrees that it will not take any action or permit or cause any action to be
taken by any of its agents or affiliates, to personally, by telephone or mail, solicit the borrower or obligor under any Mortgage
Loan to refinance the Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. Notwithstanding the
foregoing, it is understood and agreed that (i) promotions undertaken by the Company or any affiliate of the Company which are
directed to the general public at large, or segments thereof, provided that no segment shall consist primarily of the Mortgage Loans,
including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television
advertisements and (ii) responses to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor, shall not
constitute solicitation under this Section 11.16. This Section 11.16 shall not be deemed to preclude the Company or any of its
affiliates from soliciting any Mortgagor for any other financial products or services. The Company shall use its best efforts to
prevent the sale of the name of any Mortgagor to any Person who is not affiliate of the Company.
Section 11.17. Closing.
The closing for the purchase and sale of the Mortgage Loans shall take place on the related Closing Date. The closing shall
be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the
parties shall agree.
The closing for the Mortgage Loans to be purchased on the related Closing Date shall be subject to each of the following
conditions:
(a) at least one (1) Business Day prior to the related Closing Date, the Company shall deliver to the Purchaser a
magnetic diskette, or transmit by modem, a listing on a loan-level basis of the information contained in the related Mortgage Loan
Schedule attached to the related Term Sheet;
(b) all of the representations and warranties of the Company under this Agreement shall be materially true and correct
as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a
material default under this Agreement;
(c) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all documents
required pursuant to this Agreement, the related Term Sheet, an opinion of counsel and an officer's certificate, all in such forms as
are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to
the terms hereof;
(d) the Company shall have delivered and released to the Purchaser (or its designee) on or prior to the related Closing
Date all documents required pursuant to the terms of this Agreement and the related Term Sheet; and
(e) all other terms and conditions of this Agreement, the related Term Sheet and the Confirmation shall have been
materially complied with.
Subject to the foregoing conditions, the Purchaser shall pay to the Company on the related Closing Date the Purchase Price,
plus accrued interest pursuant to Section 2.02 of this Agreement, by wire transfer of immediately available funds to the account
designated by the Company.
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the related Closing
Date, on one or more dates (each a "Reconstitution Date") at the Purchaser's sole option and with Purchaser’s best efforts to provide
notice to the Company fifteen (15) days prior to the Reconstitution Date, the Purchaser may effect one or more sales, but in no event
greater than three (3) per pool of Mortgage Loan sold under the related Term Sheet (each, a "Reconstitution") of some or all of the
Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more pass-through transfers (each, a
"Pass-Through Transfer").
The Company agrees to execute in connection with any agreements among the Purchaser, the Company, and any servicer in
connection with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D
hereto, or, at Purchaser’s request, a seller's warranties and servicing agreement or a participation and servicing agreement or
similar agreement in form and substance reasonably acceptable to the parties, and in connection with a Pass-Through Transfer, a
pooling and servicing agreement in form and substance reasonably acceptable to the parties, (collectively the agreements referred to
herein are designated, the "Reconstitution Agreements"). It is understood that any such Reconstitution Agreements will not contain
any greater obligations on the part of Company than are contained in this Agreement.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Purchaser, the Company agrees
(1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence
procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser; (3) to restate the
representations and warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date"). In that connection, the Company shall provide to such servicer or issuer, as the
case may be, and any other participants in such Reconstitution: (i) any and all information (including servicing portfolio
information) and appropriate verification of information (including servicing portfolio information) which may be reasonably
available to the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other
participant shall request upon reasonable demand; and (ii) such additional representations, warranties, covenants, opinions of
counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably agreed upon by the
Company and the Purchaser or any such other participant. In connection with each Pass-Through Transfer, the Company agrees to
provide reasonable and customary indemnification to the Purchaser and its affilates for disclosure contained in any offering document
relating to the Company or its affilates, the Mortgage Loans and the underwriting standards of the Mortgage Loans. The Purchaser
shall be responsible for the costs relating to the delivery of such information.
The Purchaser agrees that in no event shall the related Servicing Fee Rate be reduced for any Mortgage Loan that is subject
to a Reconstitution without the written consent of the Servicer.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance
with the terms of, this Agreement and the related Term Sheet, and with respect thereto this Agreement and the related Term Sheet
shall remain in full force and effect.
Section 11.19. Reporting with Respect to a Reconstitution.
The Company agrees that with respect to any Mortgage Loan sold or transferred pursuant to a Reconstitution as described in
Section 11.18 of this Agreement (a “Reconstituted Mortgage Loan”), the Company, at its expense, shall provide the Purchaser with the
information set forth in Exhibit J attached hereto for each Reconstituted Mortgage Loan in such electronic format as may be mutually
agreed upon by both Purchaser and Company.
Section 11.20 Obligations of the Sellers
The obligations, liability and indemnification of each of the Seller and the Servicer under this Agreement are joint and
several.
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION
Purchaser
By:________________________
Name:
Title:
FIRST HORIZON HOME LOAN
CORPORATION
Seller
By: _______________________
Name:
Title:
FIRST TENNESSEE MORTGAGE
SERVICES, INC.
Servicer
By: _______________________
Name:
Title:
EXHIBIT A
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available
for inspection by the Purchaser, and which shall be retained by the Company in the Servicing File or delivered to the Purchaser or
its designee pursuant to Sections 2.04 and 2.05 of the Purchase, Warranties and Servicing Agreement.
1. The original Mortgage Note endorsed "Pay to the order of ____________________________________________________, without
recourse," and signed via original signature in the name of the Company by an authorized officer, with all intervening endorsements
showing a complete chain of title from the originator to the Company, together with any applicable riders. In no event may an
endorsement be a facsimile endorsement. If the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by
"[Company], successor by merger to the [name of predecessor]". If the Mortgage Loan was acquired or originated by the Company while
doing business under another name, the endorsement must be by "[Company] formerly known as [previous name]". Mortgage Notes may be
in the form of a lost note affidavit subject to Purchaser acceptability.
2. The original Mortgage (together with a standard adjustable rate mortgage rider) with evidence of recording thereon, or a
copy thereof certified by the public recording office in which such mortgage has been recorded or, if the original Mortgage has not
been returned from the applicable public recording office, a true certified copy, certified by the Company.
3. The original or certified copy, certified by the Company, of the Primary Mortgage Insurance Policy, if required.
4. The original Assignment, from the Company to _____________________________________, or in accordance with
Purchaser's instructions, which assignment shall, but for any blanks requested by Purchaser, be in form and substance acceptable for
recording. If the Mortgage Loan was acquired or originated by the Company while doing business under another name, the Assignment
must be by "[Company] formerly known as [previous name]". If the Mortgage Loan was acquired by the Company in a merger, the
endorsement must be by "[Company], successor by merger to the [name of predecessor]". None of the Assignments are blanket
assignments of mortgage.
5. The original policy of title insurance, including riders and endorsements thereto, or if the policy has not yet been
issued, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company.
6. Originals of all recorded intervening Assignments, or copies thereof, certified by the public recording office in
which such Assignments have been recorded showing a complete chain of title from the originator to the Company, with evidence of
recording thereon, or a copy thereof certified by the public recording office in which such Assignment has been recorded or, if the
original Assignment has not been returned from the applicable public recording office, a true certified copy, certified by the
Company.
7. Originals, or copies thereof certified by the public recording office in which such documents have been recorded, of
each assumption, extension, modification, written assurance or substitution agreements, if applicable, or if the original of such
document has not been returned from the applicable public recording office, a true certified copy, certified by the Company.
8. If the Mortgage Note or Mortgage or any other material document or instrument relating to the Mortgage Loan has been
signed by a person on behalf of the Mortgagor, the original or copy of power of attorney or other instrument that authorized and
empowered such person to sign bearing evidence that such instrument has been recorded, if so required in the appropriate jurisdiction
where the Mortgaged Property is located, or a copy thereof certified by the public recording office in which such instrument has been
recorded or, if the original instrument has not been returned from the applicable public recording office, a true certified copy,
certified by the Company.
9. reserved.
10. Mortgage Loan closing statement (Form HUD-1) and any other truth-in-lending or real estate settlement procedure
forms required by law.
11. Residential loan application.
12. Uniform underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable equivalent.
13. Credit report on the mortgagor.
14. Business credit report, if applicable.
15. Residential appraisal report and attachments thereto.
16. The original of any guarantee executed in connection with the Mortgage Note.
17. Verification of employment and income except for Mortgage Loans originated under a limited documentation program,
all in accordance with Company's underwriting guidelines.
18. Verification of acceptable evidence of source and amount of down payment, in accordance with Company's underwriting
guidelines.
19. Photograph of the Mortgaged Property (may be part of appraisal).
20. Survey of the Mortgaged Property, if any.
21. Sales contract, if applicable.
22. If available, termite report, structural engineer’s report, water portability and septic certification.
23. Any original security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.
24. Name affidavit, if applicable.
Notwithstanding anything to the contrary herein, Company may provide one certificate for all of the Mortgage Loans
indicating that the documents were delivered for recording.
EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
______________, 2003
To: [_______________________]
(the "Depository")
As "Company" under the Purchase, Warranties and Servicing Agreement, dated as of [_____________________] 1, 200[_] (the
"Agreement"), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the
Agreement, to be designated as "[______________________________________], in trust for the [Purchaser], Owner of Adjustable Rate
Mortgage Loans". All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This letter
is submitted to you in duplicate. Please execute and return one original to us.
[__________________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above described account has been established under Account
Number [__________], at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided
above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as
defined in the Agreement.
[___________________________]
By:____________________________
Name:__________________________
Title:_________________________
EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
_____________, 2003
To: [_______________________]
(the "Depository")
As “Company” under the Purchase Warranties and Servicing Agreement, dated as of [____________________]1, 200[_] (the
"Agreement"), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.06 of the
Agreement, to be designated as "[__________________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans,
and various Mortgagors." All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This
letter is submitted to you in duplicate. Please execute and return one original to us.
[_____________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above described account has been established under Account
Number __________, at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided
above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as
defined in the Agreement.
[______________________]
By:______________________________
Name:____________________________
Title:___________________________
EXHIBIT D
FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is a Purchase, Assignment, Assumption and Recognition Agreement (this “PAAR Agreement”) made as of __________, 200__,
among EMC Mortgage Corporation (the “Assignor”), ___________________ (the “Assignee”), and _______________________ (the “Company”).
In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans (the
“Assigned Loans”) listed on Attachment 1 annexed hereto (the "Assigned Loan Schedule") now serviced by Company for Assignor and its
successors and assigns pursuant to the Purchase, Warranties and Servicing Agreement, dated as of _________, 200__, between Assignor
and Company (the “Purchase Agreement”) shall be subject to the terms of this PAAR Agreement. Capitalized terms used herein but not
defined shall have the meanings ascribed to them in the Purchase Agreement.
Purchase, Assignment and Assumption
1. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor in the
Assigned Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to and under the Purchase
Agreement.
2. Simultaneously with the execution hereof, (i) Assignee shall pay to Assignor the “Funding Amount” as set forth in
that certain letter agreement, dated as of _________ ____, between Assignee and Assignor (the “Confirmation”) and (ii) Assignor, at
its expense, shall have caused to be delivered to Assignee or its designee the Mortgage File for each Assigned Loan in Assignor's or
its custodian's possession, as set forth in the Purchase Agreement, along with, for each Assigned Loan, an endorsement of the
Mortgage Note from the Company, in blank, and an assignment of mortgage in recordable form from the Company, in blank. Assignee
shall pay the Funding Amount by wire transfer of immediately available funds to the account specified by Assignor. Assignee shall be
entitled to all scheduled payments due on the Assigned Loans after ___________, 200__ and all unscheduled payments or other proceeds
or other recoveries on the Assigned Loans received on and after _____________, 200__.
Representations, Warranties and Covenants
3. Assignor warrants and represents to Assignee and Company as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full
force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has
any notice of termination been given thereunder;
(b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of
its interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear from any and
all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good
title to each and every Assigned Loan, as well as any and all of Assignee’s interests, rights and obligations under the Purchase
Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;
(c) There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the
Purchase Agreement;
(d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any
Assigned Loan;
(e) Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;
(f) Assignor has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignor. This PAAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and
delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;
(g) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this PAAR
Agreement, or the consummation by it of the transactions contemplated hereby; and
(h) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned
Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the
Securities Act of 1933, as amended (the “1933 Act”) or which would render the disposition of the Assigned Loans a violation of
Section 5 of the 1933 Act or require registration pursuant thereto.
4. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
(a) Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization and has all requisite power and authority to acquire, own and purchase the Assigned Loans;
(b) Assignee has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignee’s business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignee’s charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and
delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;
(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this
PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and
(d) Assignee agrees to be bound as “Purchaser” by all of the terms, covenants and conditions of the Purchase Agreement
with respect to the Assigned Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor and
Company all of Assignor's obligations as “Purchaser” thereunder but solely with respect to such Assigned Loans.
5. Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is
in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect,
nor has any notice of termination been given thereunder;
(b) Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under
the Purchase Agreement;
(c) Company has full corporate power and authority to execute, deliver and perform its obligations under this PAAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Company’s business and will not conflict with, or result in a breach of, any
of the terms, conditions or provisions of Company’s charter or by-laws or any legal restriction, or any material
agreement or instrument to which Company is now a party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which Company or its property is subject. The execution,
delivery and performance by Company of this PAAR Agreement and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action on part of Company. This PAAR
Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery
by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against
Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and
by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at
law;
(d) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignee in connection with the execution, delivery or performance by Company of
this PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and
(e) No event has occurred from the Closing Date to the date hereof which would render the representations and warranties as to
the related Assigned Loans made by the Company in Sections 3.01 and 3.02 of the Purchase Agreement to be untrue in
any material respect.
(f) Neither this AAR Agreement nor any certification, statement, report or other agreement, document or instrument furnished or
to be furnished by the Company pursuant to this AAR Agreement contains or will contain any materially untrue
statement of fact or omits or will omit to state a fact necessary to make the statements contained therein not
misleading.
Recognition of Assignee
6. From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans and will service the
Assigned Loans in accordance with the Purchase Agreement. It is the intention of Assignor, Company and Assignee that this PAAR
Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company
nor Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase
Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior
written consent of Assignee.
Miscellaneous
7. All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this PAAR
Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid, as follows:
(a) In the case of Company,
____________________
____________________
____________________
____________________
____________________
With a copy to ______________________________________.
(b) In the case of Assignor,
____________________
____________________
____________________
____________________
____________________
(c) In the case of Assignee,
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Raylene Ruyle
Telecopier No.: (972) 444-2810
with a copy to:
___________________
383 Madison Avenue
New York, New York10179
Attention: ___________
Telecopier No.: (212) 272-____
8. Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the negotiations for,
documenting of and closing of the transactions contemplated by this PAAR Agreement.
9. This PAAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to
conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
10. No term or provision of this PAAR Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.
11. This PAAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into
which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
12. This PAAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Purchase Agreement to
the extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement.
13. This PAAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed
to be an original and all such counterparts shall constitute one and the same instrument.
14. In the event that any provision of this PAAR Agreement conflicts with any provision of the Purchase Agreement with
respect to the Assigned Loans, the terms of this PAAR Agreement shall control. In the event that any provision of this PAAR
Agreement conflicts with any provision of the Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall
control.
[Modification of Purchase Agreement
15. The Company and Assignor hereby amend the Purchase Agreement as follows:
(a) The following definitions are added to Section 1.01 of the Purchase Agreement:
Securities Administrator: ________________________
Supplemental PMI Insurer: ________________________
Supplemental PMI Policy: The primary guarantee insurance policy of the Supplemental PMI Insurer attached hereto as Exhibit
J, or any successor Supplemental PMI Policy given to the Servicer by the Assignee.
Trustee: ________________________
(b) The following definition is amended and restated:
Insurance Proceeds: Proceeds of any Primary Mortgage Insurance Policy, the Supplemental PMI Policy, any title policy,
any hazard insurance policy or any other insurance policy covering a Mortgage Loan or other related Mortgaged Property,
including any amounts required to be deposited in the Custodial Account pursuant to Section 4.04, to the extent such proceeds
are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with
Accepted Servicing Practices.
(c) The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:
“In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the Supplemental PMI Insurer with respect to the Supplemental PMI Policy and, in this regard, to take such
action as shall be necessary to permit recovery under any Supplemental PMI Policy respecting a defaulted Mortgage Loan. Pursuant to
Section 4.04, any amounts collected by the Company under any Supplemental PMI Policy shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05.
In accordance with the Supplemental PMI Policy, the Company shall provide to the Supplemental PMI Insurer any required
information regarding the Mortgage Loans.
The Company shall provide to the [Securities Administrator] on a monthly basis via computer tape, or other mutually
acceptable format, the unpaid principal balance, insurer certificate number, lender loan number, and premium due the Supplemental PMI
Insurer for each Mortgage Loan covered by the Supplemental PMI Policy. In addition, the Company agrees to forward to the Purchaser
and the [Securities Administrator] any statements or other reports given by the Supplemental PMI Insurer to the Servicer in
connection with a claim under the Supplemental PMI Policy.”
(d) Clause (vi) of Section 6.1 is amended to read as follows:
“Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty days,
or the Company fails to meet the servicer eligibility requirements of the Supplemental PMI Insurer; or”]
(e) Section ____ Annual Statement as to Compliance.
The Company will deliver to the Master Servicer on or before March 15 of each year, beginning with March 15, 200__, an
Officers' Certificate stating that (i) a review of the activities of the Company during the preceding calendar year and of
performance under this Agreement has been made under such officers' supervision, (ii) the Company has fully complied with the
provisions of this Agreement and (iii) to the best of such officers' knowledge, based on such review, the Company has fulfilled all
of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to such officer and the nature and status thereof.
(f) Section ____ Annual Certification.
(a) The Company will deliver to the Master Servicer, on or before March 15 of each year beginning March 15, 200__ a certification in
the form attached hereto as Exhibit __ with respect to the servicing reports delivered by the Company pursuant to this Agreement, the
Company’s compliance with the servicing obligations set forth in this Agreement and any other information within the control of the
Company. Such certification shall be signed by the senior officer in charge of servicing of the Company. In addition, the Company
shall provide such other information with respect to the Mortgage Loans and the servicing and administration thereof within the
control of the Company which shall be required to enable the Master Servicer, Trustee or Depositor, as applicable, to comply with the
reporting requirements of the Securities and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
Assignor
By:_________________________________________
Name:_______________________________________
Title:______________________________________
_________________________________
Assignee
By:_________________________________________
Name:_______________________________________
Title:______________________________________
_________________________________
Company
By:_________________________________________
Name:_______________________________________
Title:______________________________________
EXHIBIT ___
FORM OF COMPANY CERTIFICATION
I, [identify certifying individual], certify to the [Trustee] [Seller] [Securities Administrator] [Mortgage Loan Seller] [Purchaser]
and [Master Servicer] that:
1. I have reviewed the servicing reports prepared by [COMPANY] (the “Company”) pursuant to the [Servicing Agreement]
(the “Servicing Agreement”), dated as of __________ between __________ and the Company (as modified by the AAR Agreement (as defined
below) and delivered to [MASTER SERVICER] (the “Master Servicer”) pursuant to the Assignment, Assumption and Recognition Agreement
(the “AAR Agreement”), dated as of __________ among [ASSIGNOR] as Assignor, Company and [ASSIGNEE], as Assignee.
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading as of the last day of the period covered by such servicing reports.
3. Based on my knowledge, the servicing information required to be provided to the Master Servicer under the Servicing
Agreement and the AAR Agreement is included in these reports.
4. I am responsible for reviewing the activities performed the Company under the Servicing Agreement and the AAR
Agreement and based upon the review required under the Servicing Agreement and the AAR Agreement, and except as disclosed in the
Annual Statement of Compliance, the Company has fulfilled its obligations under the Servicing Agreement and the AAR Agreement.
5. I have disclosed to the Master Servicer's certified public accountants all significant deficiencies relating to the
Company's compliance with the minimum servicing standards in accordance with a review conduced in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing Agreement and the AAR Agreement.
Capitalized terms used but not defined herein have the meanings ascribed to them in the AAR Agreement.
Date:______________
_____________________
[Signature]
[Title]
EXHIBIT E
FORM OF TRIAL BALANCE
o S50Y - Scheduled/Scheduled Monthly Remittance Report
o P139 - Monthly Trial Balance Report
o S214 - Monthly Pay-off Report
o S215 - Monthly Actual Collections Report
2
EXHIBIT G
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
RE: Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________
Pursuant to a Purchase, Warranties and Servicing Agreement (the "Agreement") between the Company and the Purchaser, the undersigned
hereby certifies that he or she is an officer of the Company requesting release of the documents for the reason specified below. The
undersigned further certifies that:
(Check one of the items below)
_____ On _________________, the above captioned mortgage loan was paid in full or that the Company has been notified that payment
in full has been or will be escrowed. The Company hereby certifies that all amounts with respect to this loan which are required
under the Agreement have been or will be deposited in the Custodial Account as required.
_____ The above captioned loan is being repurchased pursuant to the terms of the Agreement. The Company hereby certifies that the
repurchase price has been credited to the Custodial Account as required under the Agreement.
_____ The above captioned loan is being placed in foreclosure and the original documents are required to proceed with the
foreclosure action. The Company hereby certifies that the documents will be returned to the Purchaser in the event of reinstatement.
_____ Other (explain)
_______________________________________________________
_______________________________________________________
All capitalized terms used herein and not defined shall have the meanings assigned to them in the Agreement.
Based on this certification and the indemnities provided for in the Agreement, please release to the Company all original
mortgage documents in your possession relating to this loan.
Dated:_________________
By:________________________________
Signature
___________________________________
Title
3
Send documents to: _____________________________________________
_____________________________________________
_____________________________________________
Acknowledgement:
Purchaser hereby acknowledges that all original documents previously released on the above captioned mortgage loan have
been returned and received by the Purchaser.
Dated:________________
By:________________________________
Signature
_______________________________
Title
4
EXHIBIT H
COMPANY’S UNDERWRITING GUIDELINES
5
EXHIBIT I
TERM SHEET
This TERM SHEET (the "Term Sheet") dated _____________, among First Horizon Home Loan Corporation, a Kansas corporation,
located at 4000 Horizon Way, Irving, Texas75063 (the “Seller”), First Tennessee Mortgage Services, Inc., as servicer (the
“Servicer”), a Kansas corporation, located at 4000 Horizon Way, Irving, Texas75063 (the Servicer and the Seller together referred to
as the "Company") and EMC Mortgage Corporation, a Delaware corporation, located at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite
200, Irving, Texas75038 (the "Purchaser") is made pursuant to the terms and conditions of that certain Purchase, Warranties and
Servicing Agreement (the "Agreement") dated as of September 1, 2003, among the Servicer, the Seller and the Purchaser, the provisions
of which are incorporated herein as if set forth in full herein, as such terms and conditions may be modified or supplemented
hereby. All initially capitalized terms used herein unless otherwise defined shall have the meanings ascribed thereto in the
Agreement.
The Purchaser hereby purchases from the Seller and the Seller hereby sells to the Purchaser, all of the Seller’s right,
title and interest in and to the Mortgage Loans described on the Mortgage Loan Schedule annexed hereto as Schedule I, pursuant to and
in accordance with the terms and conditions set forth in the Agreement, as same may be supplemented or modified hereby. Hereinafter,
the Servicer shall service the Mortgage Loans for the benefit of the Purchaser and all subsequent transferees of the Mortgage Loans
pursuant to and in accordance with the terms and conditions set forth in the Agreement.
1. Definitions
For purposes of the Mortgage Loans to be sold pursuant to this Term Sheet, the following terms shall have the following
meanings:
Aggregate Principal Balance
(as of the Cut-Off Date):
Closing Date:Custodian:Cut-off Date:
Initial Weighted Average
Mortgage Loan Remittance Rate:
Mortgage Loan:
6
Purchase Price Percentage:
Servicing Fee Rate:
Additional Closing Conditions:
In addition to the conditions specified in the Agreement, the obligation of each of the Company and the Purchaser is subject to the
fulfillment, on or prior to the applicable Closing Date, of the following additional conditions: [None].
Additional Loan Documents:
In addition to the contents of the Mortgage File specified in the Agreement, the following documents shall be delivered with respect
to the Mortgage Loans: [None]
[Additional] [Modification] of Representations and Warranties:
[In addition to the representations and warranties set forth in the Agreement, as of the date hereof, the Company makes the
following additional representations and warranties with respect to the Mortgage Loans: [None]. [Notwithstanding anything to
the contrary set forth in the Agreement, with respect to each Mortgage Loan to be sold on the Closing Date, the representation
and warranty set forth in Section ______ of the Agreement shall be modified to read as follows:]
Except as modified herein, Section ______ of the Agreement shall remain in full force and effect as of the date hereof.
7
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective duly
authorized officers as of the date first above written.
FIRST HORIZON HOME LOAN CORPORATION
By:_________________________________________
Name:_______________________________________
Title:______________________________________
EMC MORTGAGE CORPORATION
By:_________________________________________
Name:_______________________________________
Title:______________________________________
FIRST TENNESSEE MORTGAGE SERVICES, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
8
EXHIBIT J
RECONSTITUTED MORTGAGE LOAN REPORTING
(a) Servicer Mortgage Loan Number
(b) FNMA Mortgage Loan Number (if applicable)
(c) Lender/Seller Mortgage Loan Number (if available)
(d) Scheduled Balance (scheduled end of month balance reporting to Master Servicer/Trustee)
(e) Actual Balance (actual end of month balance received from Mortgagor)
(f) Gross Rate (current gross rate)
(g) Net Rate (current passthrough)
(h) Last Payment Date (LPI_DATE in Fannie's Laser Reporting)
(i) Delinquency Month (if available)
(j) Default Flag, i.e. FC, REO, etc. (if available)
(k) Pay-In-Full Date (Mortgage Loan paid off by Mortgagor)
(l) Foreclosure start date
(m) Foreclosure end date
(n) REO Property date
(o) With respect to Liquidated Mortgage Loans:
(i) amount of loss or gain (as applicable)
(ii) the date of the loss or gain.
(iii) the liquidation reason (paid in full or repurchased out of deal)
(p) Fannie's Laser Reporting
(i) Action Code (for default or paid off Mortgage Loans; i.e. 60, 65, etc.)
(ii) Action Date
(iii) Remit Prin (submitted principal amount)
(iv) Remit Int (submitted interest amount)
(v) Pool/Invest indicator (indicating Schedule/Schedule or Actual/Actual pool)
2
AMENDMENT NUMBER FOUR
to the
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of September 1, 2003
among
EMC MORTGAGE CORPORATION,
as Purchaser
and
FIRST TENNESSEE MORTGAGE SERVICES, INC.
as Servicer,
FIRST HORIZON HOME LOAN CORPORATION,
AS SELLER
This AMENDMENT NUMBER FOUR (this “Amendment”) is made and entered into this 22nd day of December, 2005, by and among EMC Mortgage
Corporation, a Delaware corporation, as purchaser (the “Purchaser”) and First Tennessee Mortgage Services, Inc., as servicer (the
“Servicer”) and First Horizon Home Loan Corporation (the “Seller”, and together with the Servicer, the “Company”) in connection with
the Purchase, Warranties and Servicing Agreement, dated as of September 1, 2003, between the above mentioned parties (the
“Agreement”).
RECITALS
WHEREAS, the parties hereto have entered into the Agreement;
WHEREAS, the Agreement provides that the parties thereto may enter into an amendment to the Agreement;
WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment; and
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the
Agreement.
3
2. Article I of the Agreement is hereby amended effective as of the date hereof by adding the following definitions to
Section 1.01:
Commission or SEC: The Securities and Exchange Commission.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Pass-Through Transfer: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans
directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated
mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on
which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part,
of some or all of the Mortgage Loans.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided that the following conditions
are satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Company and such Person that contemplated
that such Person would underwrite mortgage loans from time to time, for sale to the Company, in accordance with underwriting
guidelines designated by the Company (“Designated Guidelines”) or guidelines that do not vary materially from such Designated
Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the Company
within 180 days after origination; (iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated,
used by the Company in origination of mortgage loans of the same type as the Mortgage Loans for the Company’s own account or (y) the
Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for
use by lenders in originating mortgage loans to be purchased by the Company; and (iv) the Company employed, at the time such Mortgage
Loans were acquired by the Company, pre-purchase or post-purchase quality assurance procedures (which may involve, among other
things, review of a sample of mortgage loans purchased during a particular time period or through particular channels) designed to
ensure that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as amended from
time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.
Securities Act: The Securities Act of 1933, as amended.
Servicing Criteria: As of any date of determination, the “servicing criteria” set forth in Item 1122(d) of Regulation AB,
or any amendments thereto, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit M for
convenience of reference only. In the event of a conflict or inconsistency between the terms of Exhibit M and the text of Item
1122(d) of Regulation AB, the text of Item 1122(d) of Regulation AB shall control.
4
Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Company
or a Subservicer.
Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any Subservicer and is responsible for the
performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Company under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB.
Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the
Company.
3. Article III of the Agreement is hereby amended effective as of the date hereof by revising Section 3.01(n) as
follows (new text underlined):
(n) Company has delivered to the Purchaser financial statements of its parent, for its last two complete fiscal years.
All such financial information fairly presents the pertinent results of operations and financial position for the period identified
and has been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes
thereto. There has been no change in the servicing policies and procedures, business, operations, financial condition, properties or
assets of the Company since the date of the Company’s financial information that would have a material adverse effect on its ability
to perform its obligations under this Agreement;
4. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(p):
(p) As of the date of each Pass-Through Transfer, and except as has been otherwise disclosed to the Purchaser: (1) no
default or servicing related performance trigger has occurred as to any other securitization due to any act or failure to act of the
Company; (2) no material noncompliance with applicable servicing criteria as to any other securitization has been disclosed or
reported by the Company; (3) the Company has not been terminated as servicer in a residential mortgage loan securitization, either
due to a servicing default or to application of a servicing performance test or trigger; (4) no material changes to the Company’s
servicing policies and procedures for similar loans has occurred in the preceding three years; (5) there are no aspects of the
Company’s financial condition that could have a material adverse impact on the performance by the Company of its obligations
hereunder; (6) there are no legal proceedings pending, or known to be contemplated by governmental authorities, against the Company
that could be material to investors in the securities issued in such Pass-Through Transfer; and (7) there are no affiliations,
relationships or transactions relating to the Company of a type that are described under Item 1119 of Regulation AB.
5
5. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(q):
(q) If so requested by the Purchaser or any Depositor on any date, the Company shall, within five Business Days
following such request, confirm in writing the accuracy of the representations and warranties set forth in Section 3.01(p) of this
Section or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate
disclosure of the pertinent facts, in writing, to the requesting party.
6. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(r):
(r) If so requested by the Purchaser or any Depositor for the purpose of satisfying its reporting obligation under the
Exchange Act with respect to any class of asset-backed securities, the Company shall (or shall cause each Subservicer and Third-Party
Originator to) (i) notify the Purchaser and any Depositor in writing of (A) any material litigation or governmental proceedings
pending against the Company, any Subservicer or any Third-Party Originator and (B) any affiliations or relationships that develop
following the closing date of a Pass-Through Transfer between the Company, any Subservicer or any Third-Party Originator and any of
the parties specified in clause (7) of paragraph (p) of this Section (and any other parties identified in writing by the requesting
party) with respect to such Pass-Through Transfer, and (ii) provide to the Purchaser and any Depositor a description of such
proceedings, affiliations or relationships.
7. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(s):
(s) As a condition to the succession to the Company or any Subservicer as servicer or subservicer under this Agreement
or any Reconstitution Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated, or (ii)
which may be appointed as a successor to the Company or any Subservicer, the Company shall provide to the Purchaser and any
Depositor, at least [15] calendar days prior to the effective date of such succession or appointment, (x) written notice to the
Purchaser and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to
the Purchaser and such Depositor, all information reasonably requested by the Purchaser or any Depositor in order to comply with its
reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.
8. Article IV of the Agreement is hereby amended effective as of the date hereof by revising the first paragraph of
Section 4.03 by adding the following after the first sentence:
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In determining the delinquency status of any Mortgage Loan, the Company will use delinquency recognition policies as
described to and approved by the Purchaser, and shall revise these policies as requested by the Purchaser from time to time.
9. Article V of the Agreement is hereby amended effective as of the date hereof by deleting Section 5.02 in its
entirety and replacing it with the following:
Section 5.02 Statements to the Purchaser.The Company shall furnish to Purchaser an individual loan accounting report, as of the last Business Day of each month, in
the Company's assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With
respect to each month, the corresponding individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on a disk or tape or other computer-readable format in such format as may be mutually agreed upon
by both Purchaser and Company, and shall contain the following:
(i) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to principal
(including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or
premiums, along with a detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) reserved;
(iii) reserved;
(iv) the Stated Principal Balance of each Mortgage Loan and the aggregate Stated Principal Balance of all Mortgage Loans
as of the first day of the distribution period and the last day of the distribution period;
(v) with respect to each Mortgage Loan, the current Mortgage Interest Rate;
(vi) with respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds and REO Disposition Proceeds received during the prior distribution period;
(vii) reserved;
(viii) reserved;
(ix) the number of Mortgage Loans as of the first day of the distribution period and the last day of the distribution
period;
(x) with respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage Loan (a) delinquent as grouped in
the following intervals through final liquidation of such Mortgage Loan: 30 to 59 days, 60 to 89 days, 90 days or more; (b) as to
which foreclosure has commenced; and (c) as to which REO Property has been acquired;
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(xi) with respect to each Mortgage Loan, the amount and severity of any realized loss following liquidation of such
Mortgage Loan;
(xii) with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans, the amount of any Monthly Advances
made by the Company during the prior distribution period;
(xiii) reserved;
(xiv) reserved;
(xv) reserved;
(xvi) with respect to any Mortgage Loan, a description of any material modifications, extensions or waivers to the terms,
fees, penalties or payments of such Mortgage Loan during the prior distribution period or that have cumulatively become material over
time;
(xvii) reserved;
(xviii) reserved;
(xix) with respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage Loan that has been repurchased by
the Company in accordance with Section 3.03 herein;
(xx) any other information required by Purchaser or master servicer necessary for compliance with Item 1121 of Regulation AB.
In addition, the Company shall provide to the Purchaser such other information known or available to the Company that is
necessary in order to provide the distribution and pool performance information as required under Item 1121 of Regulation AB, as
amended from time to time, as determined by the Purchaser in its sole reasonable discretion. The Company shall also provide a trial
balance, sorted in Purchaser's assigned loan number order, in the form of Exhibit E hereto, and Exhibit F with respect to defaulted
mortgage loans, with each such report.
The Company shall prepare and file any and all information statements or other filings required to be delivered to any
governmental taxing authority or to Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Company shall provide Purchaser with such information concerning the Mortgage Loans as is
necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.
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10. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.04 in its
entirety and replacing it with the following:
Section 6.04 Annual Statement as to Compliance; Annual Certification.
(a) The Company will deliver to the Purchaser, to deliver to the Purchaser or its designee on or before March 1 of each
calendar year beginning in 2006, but in no event later than March 15th of each calendar year beginning in 2006, an Officers’
Certificate acceptable to the Purchaser (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a
review of the activities of the Company during the preceding calendar year and of performance under this Agreement or other
applicable servicing agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based
on such review, the Company has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all
material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect,
specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such Annual Statement of
Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the
Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event
that the Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall
deliver an officer’s certificate of the Subservicer as described above as to each Subservicer as and when required with respect to
the Company.
(b) With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, by on or before March 1 of each
calendar year beginning in 2006, but in no event later than March 15th of each calendar year beginning in 2006, an officer of the
Company shall execute and deliver an Officers’ Certificate (an “Annual Certification”) to the Purchaser, any master servicer which is
master servicing loans in connection with such transaction (a “Master Servicer”) and any related depositor (a “Depositor”) for the
benefit of each such entity and such entity’s affiliates and the officers, directors and agents of any such entity and such entity’s
affiliates, in the form attached hereto as Exhibit L. In the event that the Company has delegated any servicing responsibilities
with respect to the Mortgage Loans to a Subservicer, the Company shall deliver an officers’ certificate of the Subservicer as
described above as to each Subservicer as and when required with respect to the Company.
Failure of the Company to timely comply with this Section 6.04 shall be deemed an Event of Default, automatically, without
notice and without any cure period, and Purchaser may, in addition to whatever rights the Purchaser may have under Sections 3.03 and
8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the
Company for the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this
Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
9
11. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.05 in its
entirety and replacing it with the following:
Section 6.05 Annual Independent Certified Public Accountants' Servicing Report.The Company, at its expense and on or before March 1 of each calendar year beginning in 2006, but in no event later than
March 15th of each calendar year beginning in 2006, shall cause a firm of independent public accountants which is a member of the
American Institute of Certified Public Accountants to furnish a report (a “USAP Report”) to the Purchaser acceptable to the Purchaser
to the effect that such firm has examined certain documents and records relating to the Company's servicing of mortgage loans of the
same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which agreements may
include this Agreement, and that, on the basis of such an examination, conducted substantially in the uniform single audit program
for mortgage bankers, such firm is of the opinion that the Company's servicing has been conducted in compliance with the agreements
examined pursuant to this Section 6.05 during the preceding calendar year, except for (i) such exceptions as such firm shall believe
to be immaterial, and (ii) such other exceptions as shall be set forth in such USAP Report. Such USAP Report shall contain no
restrictions or limitations on its use. Copies of such USAP Report shall be provided by the Company to the Purchaser. In addition,
on an annual basis, Company shall provide Purchaser with copies of its audited financial statements.
In the event that the Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a
Subservicer, the Company shall provide a USAP report of the Subservicer as described above as to each Subservicer as and when
required with respect to the Company.
Notwithstanding the foregoing, the Company’s obligation to deliver a USAP Report under this Section, as to the Company or
any Subservicer, as to any calendar year, beginning with the report required in February 2007, shall be satisfied if an Assessment of
Compliance and Attestation Report is delivered in compliance with Section 6.07 for such calendar year with respect to that entity.
Failure of the Company to timely comply with this Section 6.05 shall be deemed an Event of Default, automatically, without
notice and without any cure period, and Purchaser may, in addition to whatever rights the Purchaser may have under Sections 3.03 and
8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the
Company for the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this
Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
12. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
6.07:
Section 6.07 Assessment of Compliance with Servicing Criteria.
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On and after January 1, 2006, the Company shall service and administer, and shall cause each subservicer to servicer or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, the Company shall deliver to the
Purchaser or its designee on or before February 28 of each calendar year beginning in 2007, a report (an “Assessment of Compliance”)
reasonably satisfactory to the Purchaser regarding the Company’s assessment of compliance with the Servicing Criteria during the
preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of the
date hereof, require a report by an authorized officer of the Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to
the Company;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing
Criteria applicable to the Company;
(c) An assessment by such officer of the Company’s compliance with the applicable Servicing Criteria for the period
consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during
such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken
as a whole involving the Company, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Company’s Assessment of
Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Company, which statement shall
be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Company,
that are backed by the same asset type as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form
of Exhibit O hereto delivered to the Purchaser concurrently with the execution of this Agreement.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, on or before February 28 of each
calendar year beginning in 2007, the Company shall furnish to the Purchaser or its designee a report (an “Attestation Report”) by a
registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Company, as required by
Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance
with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board.
11
The Company shall cause each Subservicer, and each Subcontractor determined by the Company pursuant to Section 11.19 to be
“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and any
Depositor an assessment of compliance and accountants’ attestation as and when provided in Sections 6.07.
If the Company cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the
Purchaser, at its sole option, may permit a cure period for the Company to deliver such Assessment of Compliance or Attestation
Report, but in no event later than March 10th of such year.
Failure of the Company to timely comply with this Section 6.07 shall be deemed an Event of Default, automatically, without
notice and without any cure period, and Purchaser may, in addition to whatever rights the Purchaser may have under Sections 3.03 and
8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the
Company for the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this
Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
13. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
6.08:
Section 6.08 Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that a purpose of Sections 3.01(p), 5.02, 6.04, 6.05, 6.07 and 11.18 of
this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules
and regulations of the Commission. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of
information or other performance under these provisions other than in good faith, or for purposes other than compliance with the
Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Company acknowledges that
interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and
agrees to comply with requests made by the Purchaser or any Depositor in good faith for delivery of information under these
provisions on the basis of evolving interpretations of Regulation AB. In connection with any Pass-Through Transfer, the Company shall
cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any
and all statements, reports, certifications, records and any other information necessary in the good faith determination of the
Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with
such disclosures relating to the Company, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the
Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance.
12
14. Article XI of the Agreement is hereby amended effective as of the date hereof by restating Section 11.18 in its
entirety as follows:
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the related Closing
Date, on one or more dates (each a "Reconstitution Date") at the Purchaser's sole option and with Purchaser’s best efforts to provide
notice to the Company fifteen (15) days prior to the Reconstitution Date, the Purchaser may effect one or more sales, but in no event
greater than three (3) per pool of Mortgage Loans sold under the related Term Sheet (each, a "Reconstitution") of some or all of the
Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more Pass-Through Transfers.
The Company agrees to execute in connection with any agreements among the Purchaser, the Company, and any servicer in
connection with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D
hereto, or, at Purchaser’s request, a seller's warranties and servicing agreement or a participation and servicing agreement or
similar agreement in form and substance reasonably acceptable to the parties, and in connection with a Pass-Through Transfer, a
pooling and servicing agreement in form and substance reasonably acceptable to the parties, (collectively the agreements referred to
herein are designated, the “Reconstitution Agreements”). It is understood that any such Reconstitution Agreements will not contain
any greater obligations on the part of Company than are contained in this Agreement. Notwithstanding anything to the contrary in
this Section 11.18, the Company agrees that it is required to perform the obligations described in Exhibit K hereto.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Purchaser, the Company agrees
(1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence
procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser; (3) to restate the
representations and warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date").
In addition, the Company shall provide to such servicer or issuer, as the case may be, and any other participants in such
Reconstitution:
(i) any and all information and appropriate verification of information which may be reasonably available to the
Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall
request upon reasonable demand;
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(ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates
of public officials or officers of the Company as are reasonably agreed upon by the Company and the Purchaser or any such other
participant;
(iii) within 5 Business Days after request by the Purchaser, the information with respect to the Company (as originator)
and each Third-Party Originator of the Mortgage Loans as required under Item 1110(a) and (b) of Regulation AB, a summary of the
requirements of which has of the date hereof is attached hereto as Exhibit N for convenience of reference only, as determined by
Purchaser in its sole reasonable discretion. If requested by the Purchaser, this will include information about the applicable
credit-granting or underwriting criteria;
(iv) within 5 Business Days after request by the Purchaser, to the extent that is required Regulation AB, the Company
shall provide, to the extent that is reasonably available to the Company (and not otherwise available to the Purchaser) without
unreasonable burden, cost or expense (or, as applicable, cause each Third-Party Originator to provide) Static Pool Information with
respect to the mortgage loans (of a similar type as the Mortgage Loans, as reasonably identified by the Purchaser as provided below)
serviced by the Company or any Third-Party Originator for a period of 120 days or more and originated by (i) the Company, if the
Company is an originator of Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), and/or (ii)
each Third-Party Originator in each case to the extent such mortgage loans were purchased from the Company by the Purchaser. Such
Static Pool Information shall be prepared by the Company (or Third-Party Originator) on the basis of its reasonable, good faith
interpretation of the requirements of Item 1105(a)(1)-(3) and (c) of Regulation AB for such period of time the Company or Third-Party
Origination serviced such mortgage loans. To the extent that there is reasonably available to the Company (or Third-Party
Originator), without unreasonable effort or expense Static Pool Information with respect to more than one mortgage loan type, the
Purchaser or any Depositor shall be entitled to specify whether some or all of such information shall be provided pursuant to this
paragraph. The content of such Static Pool Information may be in the form customarily provided by the Company, and need not be
customized for the Purchaser or any Depositor. Such Static Pool Information for each vintage origination year or prior securitized
pool, as applicable, shall be presented in increments no less frequently than quarterly over the life of the mortgage loans included
in the vintage origination year or prior securitized pool. The most recent periodic increment must be as of a date no later than 135
days prior to the date of the prospectus or other offering document in which the Static Pool Information is to be included or
incorporated by reference. The Static Pool Information shall be provided in an electronic format that provides a permanent record of
the information provided, such as a portable document format (pdf) file, or other such electronic format reasonably required by the
Purchaser or the Depositor, as applicable. The Purchaser agrees that it will cooperate with the Company and provide sufficient and
timely notice of any information requirement pertaining to a Securitization Transaction. The Purchaser will make all reasonable
efforts to contain requests for information, reports or any other materials to items required for compliance with Regulation AB, and
will refrain from requesting information that is not required for such compliance. The Purchaser further agrees to provide the
Company with Static Pool Information regarding the Mortgage Loans to the same extent that the Company is required to provide Static
Pool Information with respect to mortgage loans similar to the Mortgage Loans hereunder. The Company shall in good faith use its
best efforts to supply the Static Pool Information required hereunder; provided, however, that failure of the Company to perform such
obligations, after applying all good faith best efforts, shall not result in a breach by the Company of the provisions of this
Agreement;
14
(v) within 5 Business Days after request by the Purchaser, information with respect to the Company (as servicer) as
required by Item 1108(b) and (c) of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as
Exhibit N for convenience of reference only, as determined by Purchaser in its sole reasonable discretion. In the event that the
Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall provide
the information required pursuant to this clause with respect to the Subservicer;
(vi) within 5 Business Days after request by the Purchaser,
(a) information regarding any legal proceedings pending (or known to be contemplated) against the Company (as
originator and as servicer) and each other originator of the Mortgage Loans and each Subservicer as required by Item 1117 of
Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit N for convenience
of reference only, as determined by Purchaser in its sole reasonable discretion,
(b) information regarding affiliations with respect to the Company (as originator and as servicer) and each other
originator of the Mortgage Loans and each Subservicer as required by Item 1119(a) of Regulation AB, a summary of the
requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of reference only, as determined
by Purchaser in its sole reasonable discretion, and
(c) information regarding relationships and transactions with respect to the Company (as originator and as servicer)
and each other originator of the Mortgage Loans and each Subservicer as required by Item 1119(b) and (c) of Regulation AB, a
summary of the requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of reference
only, as determined by Purchaser in its sole reasonable discretion; and
(vii) if so requested by the Purchaser, the Company shall provide (or, as applicable, cause each Third-Party Originator to
provide), at the expense of the Purchaser (to the extent of any additional incremental expense associated with delivery pursuant to
this Agreement), such statements and agreed-upon procedures letters of certified public accountants reasonably acceptable to the
Purchaser or Depositor, as applicable, pertaining to Static Pool Information relating to prior securitized pools for securitizations
closed on or after January 1, 2006 or, in the case of Static Pool Information with respect to the Company’s or Third-Party
Originator’s originations or purchases, to calendar months commencing January 1, 2006, or to any financial information included in any
other disclosure provided under this Section 11.18, as the Purchaser or such Depositor shall reasonably request. Such statements and
letters shall be addressed to and be for the benefit of such parties as the Purchaser or such Depositor shall designate, which may
include, by way of example, any Sponsor, any Depositor and any broker dealer acting as underwriter, placement agent or initial
purchaser with respect to a Pass-Through Transfer. Any such statement or letter may take the form of a standard, generally applicable
document accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or such Depositor.
15
In the event of a conflict or inconsistency between the terms of Exhibit N and the text of the applicable Item of Regulation
AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.
The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating
in a Pass-Through Transfer: each sponsor and issuing entity; each Person responsible for the preparation, execution or filing of any
report required to be filed with the Commission with respect to such Pass-Through Transfer, or for execution of a certification
pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer; each broker dealer
acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within
the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors,
officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against
any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees
and expenses that any of them may sustain arising out of or based upon:
(i)(A) any untrue statement of a material fact contained or alleged to be contained in any information, report,
certification, accountants’ letter or other material provided under this Section 11.18 by or on behalf of the Company, or provided
under this Section 11.18 by or on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the “Company
Information”), or (B) the omission or alleged omission to state in the Company Information a material fact required to be stated in
the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to
the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without
regard to whether the Company Information or any portion thereof is presented together with or separately from such other information;
(ii) any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any
information, report, certification, accountants’ letter or other material when and as required under this Section 11.18, including
any failure by the Company to identify pursuant to Section 11.19 any Subcontractor “participating in the servicing function” within
the meaning of Item 1122 of Regulation AB; or
(iii) any breach by the Company of a representation or warranty set forth in Section 3.01 or in a writing furnished pursuant
to Section 3.01(q) and made as of a date prior to the closing date of the related Pass-Through Transfer, to the extent that such
breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished
pursuant to Section 3.01(q) to the extent made as of a date subsequent to such closing date.
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All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance
with the terms of, this Agreement and the related Term Sheet, and with respect thereto this Agreement and the related Term Sheet
shall remain in full force and effect.
15. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
11.19:
Section 11.19. Use of Subservicers and Subcontractors.
(a) The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of
the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of
paragraph (b) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not
permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the
Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph
(d) of this Section.
(b) The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser
and any Depositor to comply with the provisions of this Section and with Sections 3.01(p), 3.01(s), 6.04, 6.05, 6.07 and 11.18 of
this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to
such Subservicer under Section 3.01(r) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and
delivering to the Purchaser and any Depositor any Annual Statement of Compliance required to be delivered by such Subservicer under
Section 6.04(a), any Assessment of Compliance and Attestation Report required to be delivered by such Subservicer under Section 6.07
and any Annual Certification required under Section 6.04(b) as and when required to be delivered.
(c) The Company shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the
Depositor, such as a master servicer or administrator) a written description (in form and substance satisfactory to the Purchaser and
such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the
identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within
the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of
compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.
(d) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any
Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 6.07 and 11.18 of this
Agreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any Assessment of Compliance and Attestation Report required to be
delivered by such Subcontractor under Section 6.07, in each case as and when required to be delivered.
17
16. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit L:
EXHIBIT L
FORM OF COMPANY CERTIFICATION
I, [identify certifying individual], certify to the [Trustee] [Seller] [Securities Administrator] [Mortgage Loan Seller]
[Purchaser] and [Master Servicer] that:
1. Based on my knowledge, the information in the Annual Statement of Compliance, the [USAP Report]* [Assessment of
Compliance and Attestation Report]** and all servicing reports, officer's certificates and other information provided by the Company
relating to the servicing of the Mortgage Loans taken as a whole, do not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading as of the date of this certification;
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading as of the last day of the period covered by such servicing reports.
3. Based on my knowledge, the servicing information required to be provided to the Master Servicer under the Agreement
is included in these reports.
4. I am responsible for reviewing the activities performed the Company under the Agreement and based upon the review
required under the Agreement, and except as disclosed in the Annual Statement of Compliance or the [USAP Report]* [Assessment of
Compliance and Attestation Report]**, the Company has fulfilled its obligations under the Agreement.
5. [I have disclosed to the Master Servicer's certified public accountants all significant deficiencies relating to the
Company's compliance with the minimum servicing standards in accordance with a review conduced in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement.]* [The Assessment of Compliance and
Attestation Report of the Company have been delivered to the Purchaser as required under the Agreement. Following is a list of all
material instances of noncompliance described in the Attestation of Compliance and Attestation Report (if none, state
“none”):___________________________.]*
[COMPANY]
By:
Name:
Title:
Date:
* To be used if a USAP Report is being delivered under the Agreement
** To be used if an Assessment of Compliance and Attestation Report is being delivered under the Agreement
18
17. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit M:
EXHIBIT M
SUMMARY OF REGULATION AB
SERVICING CRITERIA
NOTE: This Exhibit M is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms of
this Exhibit M and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the SEC
shall control.
Item 1122(d)
(v) General servicing considerations.
(A) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with
the transaction agreements.
(B) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the
third party’s performance and compliance with such servicing activities.
(C) Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
19
(D) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
(vi) Cash collection and administration.
(A) Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no
more than two business days following receipt, or such other number of days specified in the transaction agreements.
(B) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
(C) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged
for such advances, are made, reviewed and approved as specified in the transaction agreements.
(D) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction
agreements.
(E) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction
agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
(F) Unissued checks are safeguarded so as to prevent unauthorized access.
(G) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in
the transaction agreements.
(vii) Investor remittances and reporting.
(A) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the
transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or
the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.
(B) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set
forth in the transaction agreements.
(C) Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other
number of days specified in the transaction agreements.
(D) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial
bank statements.
(viii) Mortgage Loan administration.
(A) Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan
documents.
20
(B) Mortgage loan and related documents are safeguarded as required by the transaction agreements.
(C) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions
or requirements in the transaction agreements.
(D) Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to
the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage
loan documents.
(E) The Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s unpaid
principal balance.
(F) Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with the transaction agreements and related mortgage loan documents.
(G) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures
and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
(H) Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction
agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
(I) Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related
mortgage loan documents.
(J) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with
the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
(C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
(K) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or
expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by
the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
21
(L) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s
funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
(M) Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the
Servicer, or such other number of days specified in the transaction agreements.
(N) Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the transaction
agreements.
(O) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is
maintained as set forth in the transaction agreements.
18. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit N:
EXHIBIT N
SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE: This Exhibit N is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms of
this Exhibit N and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the SEC
shall control.
Item 1105(a)(1)-(3) and (c)
-Provide static pool information with respect to mortgage loans that were originated or purchased by the Company and which
are of the same type as the Mortgage Loans.
-Provide static pool information regarding delinquencies, cumulative losses and prepayments for prior securitized pools of
the Company.
-If the Company has less than 3 years experience securitizing assets of the same type as the Mortgage Loans, provide the
static pool information by vintage origination years regarding loans originated or purchased by the Company, instead of by prior
securitized pool. A vintage origination year represents mortgage loans originated during the same year.
-Such static pool information shall be for the prior five years, or for so long as the Company has been originating or
purchasing (in the case of data by vintage origination year) or securitizing (in the case of data by prior securitized pools) such
mortgage loans if for less than five years.
-The static pool information for each vintage origination year or prior securitized pool, as applicable, shall be presented
in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool.
22
-Provide summary information for the original characteristics of the prior securitized pools or vintage origination years,
as applicable and material, including: number of pool assets, original pool balance, weighted average initial loan balance, weighted
average mortgage rate, weighted average and minimum and maximum FICO, product type, loan purpose, weighted average and minimum and
maximum LTV, distribution of loans by mortgage rate, and geographic concentrations of 5% or more.
Item 1108(b) and (c)
Provide the following information with respect to each servicer that will service, including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:
-a description of the Company’s form of organization;
-a description of how long the Company has been servicing residential mortgage loans; a general discussion of the Company’s
experience in servicing assets of any type as well as a more detailed discussion of the Company’s experience in, and procedures for
the servicing function it will perform under this Agreement and any Reconstitution Agreements; information regarding the size,
composition and growth of the Company’s portfolio of mortgage loans of the type similar to the Mortgage Loans and information on
factors related to the Company that may be material to any analysis of the servicing of the Mortgage Loans or the related
asset-backed securities, as applicable, including whether any default or servicing related performance trigger has occurred as to any
other securitization due to any act or failure to act of the Company, whether any material noncompliance with applicable servicing
criteria as to any other securitization has been disclosed or reported by the Company, and the extent of outsourcing the Company uses;
-a description of any material changes to the Company’s policies or procedures in the servicing function it will perform
under this Agreement and any Reconstitution Agreements for mortgage loans of the type similar to the Mortgage Loans during the past
three years;
-information regarding the Company’s financial condition to the extent that there is a material risk that the effect on one
or more aspects of servicing resulting from such financial condition could have a material impact on the performance of the
securities issued in the Pass-Through Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;
-any special or unique factors involved in servicing loans of the same type as the Mortgage Loans, and the Company’s
processes and procedures designed to address such factors;
-statistical information regarding principal and interest advances made by the Company on the Mortgage Loans and the
Company’s overall servicing portfolio for the past three years; and
23
-the Company’s process for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.
Item 1110(a)
-Identify any originator or group of affiliated originators that originated, or is expected to originate, 10% or more of the
mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer.
Item 1110(b)
Provide the following information with respect to any originator or group of affiliated originators that originated, or is
expected to originate, 20% or more of the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:
-the Company’s form of organization; and
-a description of the Company’s origination program and how long the Company has been engaged in originating residential
mortgage loans, which description must include a discussion of the Company’s experience in originating mortgage loans of the same
type as the Mortgage Loans and information regarding the size and composition of the Company’s origination portfolio as well as
information that may be material to an analysis of the performance of the Mortgage Loans, such as the Company’s credit-granting or
underwriting criteria for mortgage loans of the same type as the Mortgage Loans.
Item 1117
-describe any legal proceedings pending against the Company or against any of its property, including any proceedings known
to be contemplated by governmental authorities, that may be material to the holders of the securities issued in the Pass-Through
Transfer.
Item 1119(a)
-describe any affiliations of the Company, each other originator of the Mortgage Loans and each Subservicer with the
sponsor, depositor, issuing entity, trustee, any originator, any other servicer, any significant obligor, enhancement or support
provider or any other material parties related to the Pass-Through Transfer.
Item 1119(b)
-describe any business relationship, agreement, arrangement, transaction or understanding entered into outside of the
ordinary course of business or on terms other than those obtained in an arm’s length transaction with an unrelated third party, apart
from the Pass-Through Transfer, between the Company, each other originator of the Mortgage Loans and each Subservicer, or their
respective affiliates, and the sponsor, depositor or issuing entity or their respective affiliates, that exists currently or has
existed during the past two years, that may be material to the understanding of an investor in the securities issued in the
Pass-Through Transfer.
24
Item 1119(c)
-describe any business relationship, agreement, arrangement, transaction or understanding involving or relating to the
Mortgage Loans or the Pass-Through Transfer, including the material terms and approximate dollar amount involved, between the
Company, each other originator of the Mortgage Loans and each Subservicer, or their respective affiliates and the sponsor, depositor
or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.
19. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit O:
EXHIBIT O
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall address, at a minimum, the
criteria identified as below as “Applicable Servicing Criteria”:
--------------------------------------------------------------------------------------------- -----------------------
Applicable Servicing
Servicing Criteria Criteria
--------------------------------------------------------------------------------------------- -----------------------
Reference Criteria
----------------------- --------------------------------------------------------------------- -----------------------
General Servicing Considerations
----------------------- -----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance
or other triggers and events of default in accordance with the
transaction agreements.
----------------------- -----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the
third party’s performance and compliance with such servicing
activities.
----------------------- -----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
----------------------- -----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
----------------------- -----------------------
Cash Collection and Administration
----------------------- -----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to
an investor are made only by authorized personnel.
----------------------- -----------------------
25
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
----------------------- -----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
----------------------- -----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction agreements.
For purposes of this criterion, “federally insured depository
institution” with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
----------------------- -----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized
access.
----------------------- -----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
----------------------- -----------------------
Investor Remittances and Reporting
----------------------- -----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors’ or the trustee’s records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
----------------------- -----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
----------------------- -----------------------
Disbursements made to an investor are posted within two business
days to the Servicer’s investor records, or such other number of
1122(d)(3)(iii) days specified in the transaction agreements.
----------------------- -----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank
1122(d)(3)(iv) statements.
----------------------- -----------------------
Pool Asset Administration
----------------------- -----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required
by the transaction agreements or related mortgage loan documents.
----------------------- -----------------------
Mortgage loan and related documents are safeguarded as required by
1122(d)(4)(ii) the transaction agreements
----------------------- -----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in
accordance with the related mortgage loan documents are posted to
the Servicer’s obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
----------------------- -----------------------
26
1122(d)(4)(v) The Servicer’s records regarding the mortgage loans agree with the
Servicer’s records with respect to an obligor’s unpaid principal
balance.
----------------------- -----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
----------------------- -----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
----------------------- -----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity’s activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
----------------------- -----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans
with variable rates are computed based on the related mortgage loan
documents.
----------------------- -----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor’s mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be
made on behalf of an obligor are paid from the servicer’s funds and
not charged to the obligor, unless the late payment was due to the
obligor’s error or omission.
----------------------- -----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor’s records maintained by the servicer,
or such other number of days specified in the transaction
1122(d)(4)(xiii) agreements.
----------------------- -----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
agreements.
----------------------- -----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
---------------------------------------------------------------------------------------------------------------------
[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date: _________________________
27
By: _________________________
Name:
Title:
20. Except as amended above, the Agreement shall continue to be in full force and effect in accordance with its terms.
21. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and of
said counterparts taken together shall be deemed to constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
28
IN WITNESS WHEREOF, the following parties have caused their names to be signed hereto by their respective officers thereunto
duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION,
as Purchaser
By: _______________________
Name:
Title:
FIRST HORIZON HOME LOAN CORPORATION
Seller
By: _______________________
Name:
Title:
FIRST TENNESSEE MORTGAGE SERVICES, INC.
Servicer
By: _______________________
Name:
Title:
29
EXHIBIT H-8
EMC MORTGAGE CORPORATION
Owner
GMAC MORTGAGE CORPORATION
Servicer
SERVICING AGREEMENT
Dated as of May 1, 2001
30
EXHIBITS
Exhibit A Mortgage Loan Schedule
Exhibit B Custodial Account Letter Agreement
Exhibit C Escrow Account Letter Agreement
Exhibit D Form of Request for Release
Exhibit E Loan Level Scheduled-Scheduled Remittance Tape Layout
THIS IS A SERVICING AGREEMENT, dated as of May 1, 2001, and is executed between EMC Mortgage Corporation (the "Owner") and
GMAC Mortgage Corporation (the "Servicer").
W I T N E S S E T H :
WHEREAS, the Owner is the owner of the Mortgage Loans;
WHEREAS, the Owner and the Servicer wish to prescribe the permanent management, servicing and control of the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Owner and the Servicer agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have
the following meaning specified in this Article:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices (including
collection procedures) that are in accordance with the Fannie Mae Guide.
Adjustment Date: As to each ARM Loan, the date on which the Mortgage Interest Rate is adjusted in accordance with
the terms of the related Mortgage Note.
Agreement: This Servicing Agreement including all exhibits hereto, amendments hereof and supplements hereto.
ARM Loans: First lien, conventional, 1-4 family residential Mortgage Loans with interest rates which adjust from
time to time in accordance with the related Index and are subject to Periodic Rate Caps and Lifetime Rate Caps and which do not
permit conversion to fixed interest rates.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a legal holiday in the States of New York, Iowa
or the Commonwealth of Pennsylvania, or (iii) a day on which banks in the States of New York, Iowa or Pennsylvania are authorized or
obligated by law or executive order to be closed.
Code: The Internal Revenue Code of 1986, as it may be amended from time to time, or any successor statute thereto,
and applicable U.S. Department of the Treasury regulations issued pursuant thereto.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or
temporary, partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released
to a Mortgagor in accordance with the terms of the related Mortgage Loan Documents.
Custodial Account: The separate demand account or accounts created and maintained pursuant to Section 4.04 which
shall be entitled "GMAC Mortgage Corporation Custodial Account in trust for [Owner], Owner of Whole Loan Mortgages and various
Mortgagors" and shall be established at a Qualified Depository, each of which accounts shall in no event contain funds in excess of
the FDIC insurance limits.
Custodian: Wells Fargo Bank Minnesota, N.A., or such other custodian as Owner shall designate.
Cut-off Date: As identified on the related Confirmation.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately preceding
such 15th day) of the month of the Remittance Date.
Due Date: Each day on which payments of principal and interest are required to be paid in accordance with the
terms of the related Mortgage Note, exclusive of any days of grace.
Due Period: With respect to any Remittance Date, the period commencing on the second day of the month preceding
the month of such Remittance Date and ending on the first day of the month of the Remittance Date.
Effective Date: As identified on the related Confirmation.
Escrow Account: The separate trust account or accounts created and maintained pursuant to Section 4.06 which shall
be entitled "GMAC Mortgage Corporation Escrow Account, in trust for [Owner], Owner of Whole Loan Mortgages and various Mortgagors"
and shall be established at a Qualified Depository, each of which accounts shall in no event contain funds in excess of the FDIC
insurance limits.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments,
water rates, sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges,
and any other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.
Fannie Mae: Fannie Mae, or any successor thereto.
Fannie Mae Guide: The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments or additions
thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
Fidelity Bond: A fidelity bond to be maintained by the Servicer pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended from time to time.
Freddie Mac: Freddie Mac, or any successor thereto.
Freddie Mac Guide: The Freddie Mac Selling Guide and the Freddie Mac Servicing Guide and all amendments or
additions thereto.
Full Principal Prepayment: A Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage
Loan.
GAAP: Generally accepted accounting procedures, consistently applied.
HUD: The United States Department of Housing and Urban Development or any successor.
Index: With respect to each ARM Loan, on the related Adjustment Date, the index used to determine the Mortgage
Interest Rate on each such ARM Loan.
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Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan
or the related Mortgaged Property.
Lifetime Rate Cap: With respect to each ARM Loan, the maximum Mortgage Interest Rate over the term of such
Mortgage Loan, as specified in the related Mortgage Note.
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether
through the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise, other than amounts received
following the acquisition of an REO Property pursuant to Section 4.13.
Margin: With respect to each ARM Loan, the fixed percentage amount set forth in each related Mortgage Note which is
added to the Index in order to determine the related Mortgage Interest Rate.
Monthly Advance: The aggregate of the advances made by the Servicer on any Remittance Date pursuant to Section
5.03.
Monthly Payment: With respect to each Mortgage Loan, the scheduled monthly payment of principal and interest
thereon which is payable by the related Mortgagor under the related Mortgage Note.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on an
unsubordinated estate in fee simple in real property securing the Mortgage Note.
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan in accordance with the
provisions of the related Mortgage Note, and in the case of an ARM Loan, as adjusted from time to time on each Adjustment Date for
such Mortgage Loan to equal the Index for such Mortgage Loan plus the Margin for such Mortgage Loan, and subject to the limitations
on such interest rate imposed by the Periodic Rate Cap and the Lifetime Rate Cap.
Mortgage Loan: An individual Mortgage Loan described herein, and as further identified on the Mortgage Loan
Schedule, which Mortgage Loan includes without limitation the Mortgage Loan Documents, the Monthly Payments, Principal Prepayments,
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds
and obligations arising from or in connection with such Mortgage Loan.
Mortgage Loan Documents: The original mortgage loan legal documents held by the Custodian.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the
Owner, which shall be equal to the related Mortgage Interest Rate minus the Servicing Fee Rate.
Mortgage Loan Schedule: The schedule of Mortgage Loans attached hereto as Exhibit A, such schedule being
acceptable to the Owner and the Servicer.
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.
Mortgaged Property: The underlying real property securing repayment of a Mortgage Note, consisting of a single
parcel of real estate considered to be real estate under the laws of the State in which such real property is located, which may
include condominium units and planned unit developments, improved by a residential dwelling.
Mortgagor: The obligor on a Mortgage Note. The Mortgagor is a natural person who is a party to the Mortgage Note
and Mortgage in an individual capacity.
Nonrecoverable Advance: Any advance previously made by the Servicer pursuant to Section 5.03 or any expenses
incurred pursuant to Section 4.08 which, in the good faith judgment of the Servicer, may not be ultimately recoverable by the
Servicer from Liquidation Proceeds. The determination by the Servicer that is has made a Nonrecoverable Advance, shall be evidenced
by an Officer’s Certificate of the Servicer delivered to the Owner and detailing the reasons for such determination.
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OCC: Office of the Comptroller of the Currency, its successors and assigns.
Officers' Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the
President, a Senior Vice President or a Vice President or by the Treasurer or the Secretary or one of the Assistant Treasurers or
Assistant Secretaries of the Servicer, and delivered to the Owner as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an employee of the party on behalf of whom the opinion
is being given, reasonably acceptable to the Owner.
OTS: Office of Thrift Supervision, its successors and assigns.
Owner: EMC Mortgage Corporation, its successors in interest and assigns.
Partial Principal Prepayment: A Principal Prepayment by a Mortgagor of a partial principal balance of a Mortgage
Loan.
Pass-Through Transfer: The sale or transfer of same or all of the Mortgage Loans to a trust as part of a publicly
issued or privately placed, rated or unrated Mortgage pass-through transaction.
Periodic Rate Cap: With respect to each ARM Loan, the maximum increase or decrease in the Mortgage Interest Rate
on any Adjustment Date.
Permitted Investments: Any one or more of the following obligations or securities:
(i) direct obligations of, and obligations fully guaranteed by the United States of America or any agency or
instrumentality of the United States of America the obligations of which are backed by the full faith and credit of
the United States of America; provided that obligations of Freddie Mac or Fannie Mae shall be Permitted Investments
only if, at the time of investment, they are rated in one of the two highest rating categories by Standard & Poor's
Rating Services, a division of The McGraw-Hill Companies Inc., Moody's Investors Service, Inc. and Fitch IBCA Inc.;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institution or
trust company incorporated under the laws of the United States of America or any state thereof and subject to
supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or
the short-term deposit rating and/or the long-term unsecured debt obligations or deposits of such depository
institution or trust company at the time of such investment or contractual commitment providing for such investment
are rated in one of the two highest rating categories by Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies Inc., Moody's Investors Service, Inc. and Fitch IBCA Inc. and (b) any other demand or time
deposit or certificate of deposit that is fully insured by the Federal Deposit Insurance Corporation;
(iii) repurchase obligations with respect to (a) any security described in clause (i) above or (b) any other
security issued or guaranteed by an agency or instrumentality of the United States of America, the obligations of
which are backed by the full faith and credit of the United States of America, in either case entered into with a
depository institution or trust company (acting as principal) described in clause (ii)(a) above;
(iv) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of
the United States of America or any state thereof that are rated in one of the two highest rating categories by
Standard & Poor's Rating Services, a division of The McGraw-Hill Companies Inc., Moody's Investors Service, Inc. and
Fitch IBCA Inc. at the time of such investment or contractual commitment providing for such investment; provided,
however, that securities issued by any particular corporation will not be Permitted Investments to the extent that
investments therein will cause the then outstanding principal amount of securities issued by such corporation and
held as Permitted Investments to exceed 10% of the aggregate outstanding principal balances and amounts of all the
Permitted Investments;
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(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations
payable on demand or on a specified date not more than one year after the date of issuance thereof) which are rated
in one of the two highest rating categories by Standard & Poor's Rating Services, a division of The McGraw-Hill
Companies Inc., Moody's Investors Service, Inc. and Fitch IBCA Inc. at the time of such investment;
(vi) any other demand, money market or time deposit, obligation, security or investment as may be acceptable to
each of Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc., Moody's Investors Service,
Inc. and Fitch IBCA Inc.;
(x) any money market funds the collateral of which consists of obligations fully guaranteed by the United States of America or
any agency or instrumentality of the United States of America the obligations of which are backed by the full faith
and credit of the United States of America (which may include repurchase obligations secured by collateral described
in clause (i)) and other securities and which money market funds are rated in one of the two highest rating
categories by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies Inc., Moody's Investors
Service, Inc. and Fitch IBCA Inc.; and
(viii) GMAC Variable Denomination Adjustable Rate Demand Notes constituting unsecured, senior debt obligations of
General Motors Acceptance Corporation as outlined in the prospectus dated June 17, 1998 and rated by Moody’s in its
highest short-term rating category available and rated at least D-1 by Fitch;
provided, however, that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to
receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of
both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par.
Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, limited
liability company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Prepayment Interest Shortfall: The sum of the differences between interest actually received in a Due Period as a
result of a full or partial prepayment or other unscheduled receipt of principal (including as a result of a liquidation) on each
Mortgage Loan as to which such a payment is received and the interest portion of the Monthly Payment of such Mortgage Loan scheduled
to be due at the applicable Mortgage Loan Remittance Rate; provided, however, Prepayment Interest Shortfalls shall not include Full
Principal Prepayments received on or before the 15th day of the month in which a Remittance Date occurs which are remitted by the
Servicer to the Owner on such Remittance Date.
Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance, or any replacement policy therefor
obtained by the Servicer pursuant to Section 4.08.
Prime Rate: The prime rate of U.S. money center banks as published from time to time in
The Wall Street Journal.
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Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan, full or partial, which is
received in advance of its scheduled Due Date, including any prepayment penalty or premium thereon and which is not accompanied by an
amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of
prepayment.
Qualified Appraiser: An appraiser, duly appointed by the Servicer, who had no interest, direct or indirect in the
Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, which appraiser and the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA
and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.
Qualified Depository: (a) The Custodian or (b) a depository, the accounts of which are insured by the FDIC through
the BIF or the SAIF and the short term debt ratings and the long term deposit ratings of which are rated in one of the two highest
rating categories by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies Inc., Moody's Investors Service,
Inc., Fitch IBCA Duff & Phelps.
Qualified Insurer: An insurance company duly qualified as such under the laws of the states in which the Mortgaged
Properties are located, duly authorized and licensed in such states to transact the applicable insurance business and to write the
insurance provided, approved as an insurer by Fannie Mae and Freddie Mac.
REMIC: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.
REMIC Provisions: The provisions of the Federal income tax law relating to a REMIC, which appear at Section 860A
through 860G of Subchapter M of Chapter 1, Subtitle A of the Code, and related provisions, and regulations, rulings or pronouncements
promulgated thereunder, as the foregoing may be in effect from time to time.
Remittance Date: The 18th day of any month, or if such 18th day is not a Business Day, the first Business Day
immediately preceding such 18th day.
REO Disposition: The final sale by the Servicer of any REO Property.
REO Disposition Proceeds: Amounts received by the Servicer in connection with a related REO Disposition.
REO Property: A Mortgaged Property acquired by the Servicer on behalf of the Owner as described in Section 4.13.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
Servicer: GMAC Mortgage Corporation, or any of its successors in interest or any successor under this Agreement
appointed as herein provided.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses (including
reasonable attorneys' fees and disbursements) incurred prior to, on and subsequent to the Effective Date in the performance by the
Servicer of its servicing obligations relating to each Mortgage Loan, including, but not limited to, the cost of (a) the
preservation, restoration and protection of the Mortgaged Property, (b) any enforcement, administrative or judicial proceedings, or
any legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to, foreclosures,
bankruptcies, condemnations, drug seizures, elections, foreclosures by subordinate or superior lienholders, and other legal actions
incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable and that the Servicer specifies the
Mortgage Loan(s) to which such expenses relate), (c) the management and liquidation of the Mortgaged Property if the Mortgaged
Property is acquired in full or partial satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer rates and other
charges which are or may become a lien upon the Mortgaged Property, and Primary Mortgage Insurance Policy premiums and fire and
hazard insurance coverage and (e) compliance with the obligations under Section 4.08.
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Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Owner shall pay to the
Servicer, which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the applicable Servicing Fee
Rate and (b) the outstanding principal balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of
the same principal amount and period respecting which any related interest payment on a Mortgage Loan is computed. The obligation of
the Owner to pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion (not including
recoveries of interest from Liquidation Proceeds or otherwise) of such Monthly Payment collected by the Servicer, or as otherwise
provided under Section 4.05.
Servicing Fee Rate: The Servicing Fee Rate shall be a rate per annum equal to 0.25%.
Servicing File: The documents, records and other items pertaining to a particular Mortgage Loan, and any additional
documents relating to such Mortgage Loan as are in, or as may from time to time come into, the Servicer's possession.
Servicing Officer: Any officer of the Servicer involved in, or responsible for, the administration and servicing
of the Mortgage Loans whose name appears on a list of servicing officers furnished by the Servicer to the Owner upon request, as such
list may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of
such Mortgage Loan after giving effect to payments of principal due, whether or not received, minus (ii) all amounts previously
distributed to the Owner with respect to the Mortgage Loan representing payments or recoveries of principal or advances in lieu
thereof.
Whole Loan Transfer: The sale or transfer of some or all of the ownership interest in the Mortgage Loans by the
Owner to one or more third parties in whole loan or participation format, which third party may be Fannie Mae or Freddie Mac.
ARTICLE II
SERVICING OF MORTGAGE LOANS;
POSSESSION OF SERVICING FILES;
BOOKS AND RECORDS;
DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01 Servicing of Mortgage Loans.
From and after the Effective Date, the Servicer does hereby agree to service the Mortgage Loans, but subject to the
terms of this Agreement. The rights of the Owner to receive payments with respect to the Mortgage Loans shall be as set forth in
this Agreement.
Section 2.02 Maintenance of Servicing Files.
The Servicer shall maintain a Servicing File consisting of all documents necessary to service the Mortgage Loans.
The possession of each Servicing File by the Servicer is for the sole purpose of servicing the Mortgage Loan, and such retention and
possession by the Servicer is in a custodial capacity only. The Servicer acknowledges that the ownership of each Mortgage Loan,
including the Note, the Mortgage, all other Mortgage Loan Documents and all rights, benefits, proceeds and obligations arising
therefrom or in connection therewith, has been vested in the Owner. All rights arising out of the Mortgage Loans including, but not
limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with respect to the Mortgage
Loans prepared by or which come into the possession of the Servicer shall be received and held by the Servicer in trust for the
exclusive benefit of the Owner as the owner of the related Mortgage Loans. Any portion of the related Servicing Files retained by
the Servicer shall be appropriately identified in the Servicer's computer system to clearly reflect the ownership of the related
Mortgage Loans by the Owner. The Servicer shall release its custody of the contents of the related Servicing Files only in
accordance with written instructions of the Owner, except when such release is required as incidental to the Servicer's servicing of
the Mortgage Loans, such written instructions shall not be required.
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Section 2.03 Books and Records.
The Servicer shall be responsible for maintaining, and shall maintain, a complete set of books and records for the
Mortgage Loans which shall be appropriately identified in the Servicer's computer system to clearly reflect the ownership of the
Mortgage Loan by the Owner. In particular, the Servicer shall maintain in its possession, available for inspection by the Owner, or
its designee and shall deliver to the Owner upon demand, evidence of compliance with all federal, state and local laws, rules and
regulations, and requirements of Fannie Mae or Freddie Mac, as applicable, including but not limited to documentation as to the
method used in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the
Mortgaged Property, documentation evidencing insurance coverage and eligibility of any condominium project for approval by Fannie Mae
and periodic inspection reports as required by Section 4.13. To the extent that original documents are not required for purposes of
realization of Liquidation Proceeds or Insurance Proceeds, documents maintained by the Servicer may be in the form of microfilm or
microfiche or such other reliable means of recreating original documents, including but not limited to, optical imagery techniques so
long as the Servicer complies with the requirements of the Fannie Mae Guide.
The Servicer shall maintain with respect to each Mortgage Loan and shall make available for inspection by any Owner
or its designee the related Servicing File (or copies thereof) upon reasonable request during the time the Owner retains ownership of
a Mortgage Loan and thereafter in accordance with applicable laws and regulations.
Section 2.04. Transfer of Mortgage Loans.
The Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations
as it may prescribe from time to time, the Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be
made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Servicer shall be under no
obligation to deal with any person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such
Mortgage Loan has been delivered to the Servicer in accordance with this Section 2.04. The Owner may, subject to the terms of this
Agreement, sell and transfer one or more of the Mortgage Loans in accordance with Sections 10.02 and 11.12, provided, however, that
the transferee will not be deemed to be an Owner hereunder binding upon the Servicer unless such transferee shall agree in writing to
be bound by the terms of this Agreement and an assignment and assumption of this Agreement reasonably acceptable to the Servicer.
The Owner also shall advise the Servicer in writing of the transfer. Upon receipt of notice of the permitted transfer, the Servicer
shall mark its books and records to reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous
Owner from its obligations hereunder with respect to the Mortgage Loans sold or transferred.
Section 2.05 Delivery of Mortgage Loan Documents.
The Servicer shall forward to the Custodian on behalf of the Owner original documents evidencing an assumption,
modification, consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 promptly after
their execution; provided, however, that the Servicer shall provide the Custodian on behalf of the Owner with a certified true copy
of any such document submitted for recordation promptly after its execution, and shall provide the original of any document submitted
for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the
original within 180 days of its execution. If delivery is not completed within 180 days solely due to delays in making such delivery
by reason of the fact that such documents shall not have been returned by the appropriate recording office, the Servicer shall
continue to use its best efforts to effect delivery as soon as possible thereafter.
From time to time the Servicer may have a need for Mortgage Loan Documents to be released by the Custodian. If the
Servicer shall require any of the Mortgage Loan Documents, the Servicer shall notify the Custodian in writing of such request in the
form of the request for release attached hereto as Exhibit D. The Custodian shall deliver to the Servicer promptly, and in no event
later than within five (5) Business Days, any requested Mortgage Loan Document previously delivered to the Custodian, provided that
such documentation is promptly returned to the Custodian when the Servicer no longer requires possession of the document, and
provided that during the time that any such documentation is held by the Servicer, such possession is in trust for the benefit of the
Owner.
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Section 2.06 Quality Control Procedures.
The Servicer must have an internal quality control program that verifies, on a regular basis, the existence and
accuracy of the legal documents, credit documents, property appraisals, and underwriting decisions. The program must be capable of
evaluating and monitoring the overall quality of its servicing activities. The purpose of the program is to ensure that the Mortgage
Loans are serviced in accordance with prudent mortgage banking practices and accounting principles; guard against dishonest,
fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE SERVICER
The Servicer represents, warrants and covenants to the Owner that as of the Effective Date or as of such date
specifically provided herein:
(a) The Servicer is a validly existing corporation in good standing under the laws of the State of its
organization and is qualified to transact business in, is in good standing under the laws of, and possesses all licenses necessary
for the conduct of its business in, each state in which any Mortgaged Property is located or is otherwise exempt or not required
under applicable law to effect such qualification or license and no demand for such qualification or license has been made upon the
Servicer by any such state, and in any event the Servicer is in compliance with the laws of each such State to the extent necessary
to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this
Agreement;
(b) The Servicer has full power and authority to execute, deliver and perform, and to enter into and consummate
all transactions contemplated by this Agreement and to conduct its business as presently conducted, has duly authorized the
execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement constitutes
a legal, valid and binding obligation of the Servicer, enforceable against it in accordance with its terms subject to bankruptcy laws
and other similar laws of general application affecting rights of creditors and subject to the application of the rules of equity,
including those respecting the availability of specific performance;
(c) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated
thereby and hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with any of the
terms, conditions or provisions of the Servicer's articles of incorporation or by-laws or materially conflict with or result in a
material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the
Servicer is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or
result in the material violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is
subject;
(d) There is no litigation pending or, to the Seller’s knowledge, threatened with respect to the Servicer which
is reasonably likely to have a material adverse effect on the execution, delivery or enforceability of this Agreement, or which is
reasonably likely to have a material adverse effect on the financial condition of the Servicer;
(e) No consent, approval, authorization or order of any court or governmental agency or body is required for
the execution, delivery and performance by the Servicer of or compliance by the Servicer with this Agreement or the consummation of
the transactions contemplated by this Agreement except for consents, approvals, authorizations and orders which have been obtained;
Page 9
(f) The collection and servicing practices used by the Servicer, with respect to each Mortgage Note and
Mortgage have been in all material respects legal. With respect to escrow deposits and payments that the Servicer collects, all
such payments are in the possession of, or under the control of, the Servicer, and there exist no deficiencies in connection
therewith for which customary arrangements for repayment thereof have not been made. No escrow deposits or other charges or payments
due under the Mortgage Note have been capitalized under any Mortgage or the related Mortgage Note;
(g) The Servicer is in good standing to service mortgage loans for Fannie Mae and Freddie Mac and no event has
occurred which would make the Servicer unable to comply with eligibility requirements or which would require notification to either
Fannie Mae or Freddie Mac;
(h) No written statement, report or other document furnished or to be furnished pursuant to the Agreement
contains or will contain any statement that is or will be inaccurate or misleading in any material respect or omits to state a
material fact required to be stated therein or necessary to make the information and statements therein not misleading;
(i) No fraud or misrepresentation of a material fact with respect to the servicing of a Mortgage Loan has taken
place on the part of the Servicer;
(j) At the time Servicer commenced servicing the Mortgage Loans, either (i) each Mortgagor was properly
notified with respect to Servicer's servicing of the related Mortgage Loan in accordance with the Cranston Gonzalez National
Affordable Housing Act of 1990, as the same may be amended from time to time, and the regulations provided in accordance with the
Real Estate Settlement Procedures Act or (ii) such notification was not required;
(k) At the time Servicer commenced servicing the Mortgage Loans, all applicable taxing authorities and
insurance companies (including primary mortgage insurance policy insurers, if applicable) and/or agents were notified of the transfer
of the servicing of the Mortgage Loans to Servicer, or its designee, and Servicer currently receives all related notices, tax bills
and insurance statements. Additionally, any and all costs, fees and expenses associated with the Servicer’s commencement of the
servicing of the Mortgage Loans, including the costs of any insurer notifications, the transfer or implementation of tax service
contracts, flood certification contracts, and any and all other servicing transfer-related costs and expenses have been paid for by
the Servicer and will, in no event, be the responsibility of the Owner; and
(l) The collection and servicing practices with respect to each Mortgage Note and Mortgage have been in all
material respects legal. With respect to escrow deposits and payments that the Servicer collects, all such payments are in the
possession of, or under the control of, the Servicer, and there exist no deficiencies in connection therewith for which customary
arrangements for repayment thereof have not been made. No escrow deposits or other charges or payments due under the Mortgage Note
have been capitalized under any Mortgage or the related Mortgage Note.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01 Servicer to Act as Servicer.
Page 10
The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with
this Agreement and with Accepted Servicing Practices (giving due consideration to the Owner's reliance on the Servicer), and shall
have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and
administration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement and with Accepted
Servicing Practices and shall exercise the same care that it customarily employs for its own account. Except as set forth in this
Agreement, the Servicer shall service the Mortgage Loans in accordance with Accepted Servicing Practices in compliance with the
servicing provisions of the Fannie Mae Guide, which include, but are not limited to, provisions regarding the liquidation of Mortgage
Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard
insurance with a Qualified Insurer, the maintenance of fidelity bond and errors and omissions insurance, inspections, the restoration
of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance claims, and title insurance, management of
REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments
of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Loan Documents, annual statements, and examination
of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing provisions of
this Agreement and any of the servicing provisions of the Fannie Mae Guide, the provisions of this Agreement shall control and be
binding upon the Owner and the Servicer. The Owner shall, upon reasonable request, deliver powers-of-attorney to the Servicer
sufficient to allow the Servicer as servicer to execute all documentation requiring execution on behalf of Owner with respect to the
servicing of the Mortgage Loans, including satisfactions, partial releases, modifications and foreclosure documentation or, in the
alternative, shall as promptly as reasonably possible, execute and return such documentation to the Servicer.
Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or
consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's reasonable and
prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Owner, provided,
however, that unless the Servicer has obtained the prior written consent of the Owner, the Servicer shall not permit any modification
with respect to any Mortgage Loan that would change the Mortgage Interest Rate, forgive the payment of principal or interest, reduce
or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on such
Mortgage Loan. In the event of any such modification which has been agreed to in writing by the Owner and which permits the deferral
of interest or principal payments on any Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the related
Remittance Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from
its own funds, in accordance with Section 4.04 and Section 5.03, the difference between (a) such month's principal and one month's
interest at the related Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid
by the Mortgagor. The Servicer shall be entitled to reimbursement for such advances to the same extent as for all other advances
pursuant to Section 4.05. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and
empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation, or of partial or full release, discharge
and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties.
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The Servicer shall perform all of its servicing responsibilities hereunder or may, with the Owner's prior written
approval, cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Servicer of a
subservicer shall not release the Servicer from any of its obligations hereunder and the Servicer shall remain responsible hereunder
for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Servicer. Any such
subservicer that the Owner shall be requested to consent to must be a Fannie Mae approved seller/servicer or a Freddie Mac
seller/servicer in good standing and no event shall have occurred, including but not limited to, a change in insurance coverage,
which would make it unable to comply with the eligibility requirements for lenders imposed by Fannie Mae or for seller/servicers by
Freddie Mac, or which would require notification to Fannie Mae or Freddie Mac. The Servicer shall pay all fees and expenses of each
subservicer from its own funds, and a subservicer's fee shall not exceed the Servicing Fee.
At the cost and expense of the Servicer, without any right of reimbursement from the Custodial Account, the Servicer
shall be entitled to terminate the rights and responsibilities of a subservicer and arrange, with the Owner's prior written approval,
for any servicing responsibilities to be performed by a successor subservicer meeting the requirements in the preceding paragraph,
provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Servicer, at the Servicer's option, from
electing to service the related Mortgage Loans itself. In the event that the Servicer's responsibilities and duties under this
Agreement are terminated pursuant to Section 8.04, 9.01 or 10.01, and if requested to do so by the Owner, the Servicer shall at its
own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the
Servicer. The Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of
each subservicer from the Servicer's own funds without reimbursement from the Owner.
Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Servicer
and a subservicer or any reference herein to actions taken through a subservicer or otherwise, the Servicer shall not be relieved of
its obligations to the Owner and shall be obligated to the same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into an agreement with a subservicer for
indemnification of the Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.
Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a
subservicer shall be deemed to be between such subservicer and Servicer alone, and the Owner shall have no obligations, duties or
liabilities with respect to such Subservicer including no obligation, duty or liability of Owner to pay such subservicer's fees and
expenses. For purposes of distributions and advances by the Servicer pursuant to this Agreement, the Servicer shall be deemed to
have received a payment on a Mortgage Loan when a subservicer has received such payment.
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Section 4.02 Collection of Mortgage Loan Payments.
Continuously from the Effective Date until the date each Mortgage Loan ceases to be subject to this Agreement, the
Servicer will proceed with reasonable diligence to collect all payments due under each Mortgage Loan when the same shall become due
and payable and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of related
Primary Mortgage Insurance Policy, follow such collection procedures as it follows with respect to mortgage loans comparable to the
Mortgage Loans and held for its own account. Further, the Servicer will take reasonable care in ascertaining and estimating annual
ground rents, taxes, assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other charges
that, as provided in the Mortgage, will become due and payable to the end that the installments payable by the Mortgagors will be
sufficient to pay such charges as and when they become due and payable.
Section 4.03 Realization Upon Defaulted Mortgage Loans.
The Servicer shall use its reasonable efforts, consistent with the procedures that the Servicer would use in
servicing loans for its own account and the requirements of the Fannie Mae Guide, to foreclose upon or otherwise comparably convert
the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to Section 4.01. The Servicer shall use its reasonable
efforts to realize upon defaulted Mortgage Loans in such manner as will maximize the receipt of principal and interest by the Owner,
taking into account, among other things, the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in
any case in which Mortgaged Property shall have suffered damage, the Servicer shall not be required to expend its own funds toward
the restoration of such property unless it shall determine in its discretion (i) that such restoration will increase the proceeds of
liquidation of the related Mortgage Loan to the Owner after reimbursement to itself for such expenses, and (ii) that such expenses
will be recoverable by the Servicer through Insurance Proceeds or Liquidation Proceeds from the related Mortgaged Property, as
contemplated in Section 4.05. The Servicer shall notify the Owner in writing of the commencement of foreclosure proceedings. The
Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings or functions as Servicing Advances;
provided, however, that it shall be entitled to reimbursement therefor from the related Mortgaged Property, as contemplated in
Section 4.05. Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed in
lieu of foreclosure, in the event the Servicer has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous
or toxic substances or wastes, or if the Owner otherwise requests an environmental inspection or review of such Mortgaged Property,
such an inspection or review is to be conducted by a qualified inspector. Upon completion of the inspection, the Servicer shall
promptly provide the Owner with a written report of the environmental inspection. After reviewing the environmental inspection
report, the Owner shall determine how the Servicer shall proceed with respect to the Mortgaged Property.
Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts.
The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and
apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts. Each Custodial
Account shall be established with a Qualified Depository. To the extent such funds are not deposited in a Custodial Account, such
funds may be invested in Permitted Investments for the benefit of the Owner (with any income earned thereon for the benefit of the
Servicer). Funds deposited in the Custodial Account may be drawn on by the Servicer in accordance with Section 4.05. The creation of
any Custodial Account shall be evidenced by a letter agreement in the form shown in Exhibit B hereto. The original of such letter
agreement shall be furnished to the Owner upon request. The Servicer acknowledges and agrees that the Servicer shall bear any losses
incurred with respect to Permitted Investments. The amount of any such losses shall be immediately deposited by the Servicer in the
Custodial Account, as appropriate, out of the Servicer's own funds, with no right to reimbursement therefor.
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The Servicer shall deposit in a mortgage clearing account on a daily basis, and in the Custodial Account or Accounts
no later than the second Business Day after receipt of funds and retain therein the following payments and collections:
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans received after
the Cut-off Date;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the related Mortgage Loan Remittance
Rate received after the Cut-off Date;
(iii) all Liquidation Proceeds and REO Disposition Proceeds received after the Cut-off Date;
(iv) any net amounts received by the Servicer after the Cut-off Date in connection with any REO Property
pursuant to Section 4.13;
(v) all Insurance Proceeds received after the Cut-off Date including amounts required to be deposited pursuant
to Sections 4.08 and 4.10, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the
Mortgaged Property or released to the Mortgagor in accordance with the Servicer's normal servicing procedures, the loan documents or
applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property received after the Cut-off Date other than
proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the
Mortgagor in accordance with the Servicer's normal servicing procedures, the loan documents or applicable law;
(vii) any Monthly Advances as provided in Section 5.03;
(viii) any amounts received after the Cut-off Date and required to be deposited in the Custodial Account pursuant
to 6.02; and
(ix) with respect to each full or partial Principal Prepayment received after the Cut-off date, any Prepayment
Interest Shortfalls, to the extent of the Servicer’s aggregate Servicing Fee received with respect to the related Due Period.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the
extent permitted by Section 6.01, need not be deposited by the Servicer in the Custodial Account. Any interest paid on funds
deposited in the Custodial Account by the Qualified Depository shall accrue to the benefit of the Servicer and the Servicer shall be
entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 4.05(iv).
Section 4.05 Permitted Withdrawals From the Custodial Account.
The Servicer may, from time to time, make withdrawals from the Custodial Account for the following purposes:
(i) to make payments to the Owner in the amounts and in the manner provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Servicer's right to reimburse itself pursuant to this subclause
(ii) being limited to amounts received on the related Mortgage Loan which represent late collections (net of the related Servicing
Fees) of principal and/or interest respecting which any such advance was made;
(iii) to reimburse itself for unreimbursed Servicing Advances and unreimbursed Monthly Advances, the Servicer's
right to reimburse itself pursuant to this subclause (iii) with respect to any Mortgage Loan being limited to Liquidation Proceeds,
Condemnation Proceeds and Insurance Proceeds received after the Cut-off Date related to such Mortgage Loan;
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(iv) to pay to itself as servicing compensation (a) any interest earned on funds in the Custodial Account (all such
interest to be withdrawn monthly not later than each Remittance Date) and (b) any payable Servicing Fee;
(v) to reimburse itself for any Nonrecoverable Advances:
(vi) to transfer funds to another Qualified Depository in accordance with Section 4.09 hereof;
(vii) to remove funds inadvertently placed in the Custodial Account in error by the Servicer; and
(viii) to clear and terminate the Custodial Account upon the termination of this Agreement.
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.
The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which
constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or
more Escrow Accounts. Each Escrow Account shall be established with a Qualified Depository. To the extent such funds are not
deposited in an Escrow Account, such funds may be invested in Permitted Investments. Funds deposited in an Escrow Account may be
drawn on by the Servicer in accordance with Section 4.07. The creation of any Escrow Account shall be evidenced by a letter agreement
in the form shown in Exhibit C. The original of such letter agreement shall be furnished to the Owner upon request. The Servicer
acknowledges and agrees that the Servicer shall bear any losses incurred with respect to Permitted Investments. The amount of any
such losses shall be immediately deposited by the Servicer in the Escrow Account, as appropriate, out of the Servicer's own funds,
with no right to reimbursement therefor.
The Servicer shall deposit in a mortgage clearing account on a daily basis, and in the Escrow Account or Accounts no
later than the second Business Day after receipt of funds and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of
any items as are required under the terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.
The Servicer shall make withdrawals from an Escrow Account only to effect such payments as are required under this
Agreement, and for such other purposes as shall be as set forth in and in accordance with Section 4.07. The Servicer shall be
entitled to retain any interest paid on funds deposited in an Escrow Account by the Qualified Depository other than interest on
escrowed funds required by law to be paid to the Mortgagor and, to the extent required by law, the Servicer shall pay interest on
escrowed funds to the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest paid thereon is
insufficient for such purposes.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by the Servicer only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, fire and hazard insurance
premiums, Primary Mortgage Insurance Policy premiums, if applicable, and comparable items;
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(ii) to reimburse Servicer for any Servicing Advance made by Servicer with respect to a related Mortgage Loan
but only from amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments
thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be overages;
(iv) for transfer to the Custodial Account in connection with an acquisition of REO Property;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Servicer, or to the Mortgagor to the extent required by law, any interest paid on the funds
deposited in the Escrow Account;
(vii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06;
(viii) to remove funds inadvertently placed in an Escrow Account in error by the Servicer; and
(ix) to clear and terminate the Escrow Account on the termination of this Agreement.
As part of its servicing duties, the Servicer shall pay to the Mortgagors interest on funds in an Escrow Account, to
the extent required by law, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such
interest from its own funds, without any reimbursement therefor.
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage Insurance Policies;Collections Thereunder.
With respect to each Mortgage Loan, the Servicer shall maintain accurate records reflecting the status of ground
rents, taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of
Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for
the payment of such charges, including renewal premiums and shall effect payment thereof prior to the applicable penalty or
termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the
Mortgagor in the Escrow Account which shall have been estimated and accumulated by the Servicer in amounts sufficient for such
purposes, as allowed under the terms of the Mortgage or applicable law. To the extent that the Mortgage does not provide for Escrow
Payments, the Servicer shall determine that any such payments are made by the Mortgagor at the time they first become due. The
Servicer assumes full responsibility for the timely payment of all such bills and shall effect timely payments of all such bills
irrespective of the Mortgagor's faithful performance in the payment of same or the making of the Escrow Payments and shall make
advances from its own funds to effect such payments.
The Servicer will maintain in full force and effect Primary Mortgage Insurance Policies issued by a Qualified
Insurer with respect to each Mortgage Loan for which such coverage is herein required. Such coverage will be maintained until the
ratio of the current outstanding principal balance of the related Mortgage Loan to the appraised value of the related Mortgaged
Property, based on the most recent appraisal of the Mortgaged Property performed by a Qualified Appraiser, such appraisal to be
included in the Servicing File, is reduced to 80.00% or less. The Servicer will not cancel or refuse to renew any Primary Mortgage
Insurance Policy that is required to be kept in force under this Agreement unless a replacement Primary Mortgage Insurance Policy for
such canceled or nonrenewed policy is obtained from and maintained with a Qualified Insurer. The Servicer shall not take any action
which would result in noncoverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of
the Servicer would have been covered thereunder. In connection with any assumption or substitution agreement entered into or to be
entered into pursuant to Section 6.01, the Servicer shall promptly notify the insurer under the related Primary Mortgage Insurance
Policy, if any, of such assumption or substitution of liability in accordance with the terms of such policy and shall take all
actions which may be required by such insurer as a condition to the continuation of coverage under the Primary Mortgage Insurance
Policy. If such Primary Mortgage Insurance Policy is terminated as a result of such assumption or substitution of liability, the
Servicer shall obtain a replacement Primary Mortgage Insurance Policy as provided above.
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In connection with its activities as servicer, the Servicer agrees to prepare and present, on behalf of itself and
the Owner, claims to the insurer under any Private Mortgage Insurance Policy in a timely fashion in accordance with the terms of such
Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Servicer
under any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section
4.05.
Section 4.09 Transfer of Accounts.
The Servicer may transfer the Custodial Account or the Escrow Account to a different Qualified Depository from time
to time. The Servicer shall notify the Owner of any such transfer within 15 Business Days of transfer.
Section 4.10 Maintenance of Hazard Insurance.
The Servicer shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as
is customary in the area where the Mortgaged Property is located in an amount which is equal to the lesser of (i) the maximum
insurable value of the improvements securing such Mortgage Loan or (ii) the greater of (a) the outstanding principal balance of the
Mortgage Loan, and (b) the percentage such that the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the
Mortgagee from becoming a co-insurer. If the Mortgaged Property is in an area identified in the Federal Register by the Federal
Emergency Management Agency as being a special flood hazard area that has federally-mandated flood insurance requirements, the
Servicer will cause to be maintained a flood insurance policy meeting the requirements of the current guidelines of the Federal
Insurance Administration with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of
(i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable value of the improvements securing such
Mortgage Loan or (iii) the maximum amount of insurance which is available under the Flood Disaster Protection Act of 1973, as
amended. The Servicer shall also maintain on the REO Property, fire and hazard insurance with extended coverage in an amount which
is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to
the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in an amount as
provided above. Any amounts collected by the Servicer under any such policies other than amounts to be deposited in the Escrow
Account and applied to the restoration or repair of the Mortgaged Property or REO Property, or released to the Mortgagor in
accordance with the Servicer's normal servicing procedures, shall be deposited in the Custodial Account, subject to withdrawal
pursuant to Section 4.05. It is understood and agreed that no other additional insurance need be required by the Servicer or the
Mortgagor or maintained on property acquired in respect of the Mortgage Loans, other than pursuant to the Fannie Mae Guide or such
applicable state or federal laws and regulations as shall at any time be in force and as shall require such additional insurance.
All such policies shall be endorsed with standard mortgagee clauses with loss payable to the Servicer and its successors and/or
assigns and shall provide for at least thirty days prior written notice of any cancellation, reduction in the amount or material
change in coverage to the Servicer. The Servicer shall not interfere with the Mortgagor's freedom of choice in selecting either his
insurance carrier or agent, provided, however, that the Servicer shall not accept any such insurance policies from insurance
companies unless such companies currently reflect a General Policy Rating in Best's Key Rating Guide currently acceptable to Fannie
Mae and are licensed to do business in the state wherein the property subject to the policy is located.
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Section 4.11 Adjustments to Mortgage Interest Rate and Monthly Payment.
On each applicable Adjustment Date, the Mortgage Interest Rate shall be adjusted, in compliance with the
requirements of the related Mortgage and Mortgage Note, to equal the sum of the Index plus the Margin (rounded in accordance with the
related Mortgage Note) subject to the applicable Periodic Rate Cap and Lifetime Rate Cap, as set forth in the Mortgage Note. The
Servicer shall execute and deliver the notices required by each Mortgage and Mortgage Note and applicable laws and regulations
regarding interest rate adjustments.
Section 4.12 Fidelity Bond, Errors and Omissions Insurance.
The Servicer shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance
policy, with broad coverage with responsible companies on all officers, employees or other persons acting in any capacity with regard
to the Mortgage Loans and who handle funds, money, documents and papers relating to the Mortgage Loans. The Fidelity Bond and errors
and omissions insurance shall be in the form of the Mortgage Banker's Blanket Bond and shall protect and insure the Servicer against
losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such persons. Such Fidelity Bond
and errors and omissions insurance shall also protect and insure the Servicer against losses in connection with the failure to
maintain any insurance policies required pursuant to this Agreement and the release or satisfaction of a Mortgage Loan without having
obtained payment in full of the indebtedness secured thereby. No provision of this Section 4.12 requiring the Fidelity Bond and
errors and omissions insurance shall diminish or relieve the Servicer from its duties and obligations as set forth in this
Agreement. The minimum coverage under any such Fidelity Bond and insurance policy shall be at least equal to the corresponding
amounts required by Fannie Mae in the Fannie Mae Guide or by Freddie Mac in the Freddie Mac Guide. The Servicer shall, upon request
of Owner, deliver to the Owner a certificate from the surety and the insurer as to the existence of the Fidelity Bond and errors and
omissions insurance policy and shall obtain a statement from the surety and the insurer that such Fidelity Bond or insurance policy
shall in no event be terminated or materially modified without thirty days prior written notice to the Owner. The Servicer shall
notify the Owner within five Business Days of receipt of notice that such Fidelity Bond or insurance policy will be, or has been,
materially modified or terminated. The Owner and its successors or assigns as their interests may appear must be named as loss
payees on the Fidelity Bond and as additional insured on the errors and omissions policy.
Section 4.13 Title, Management and Disposition of REO Property.
In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the
deed or certificate of sale shall be taken in the name of the Owner or its designee. Any such Person or Persons holding such title
other than the Owner shall acknowledge in writing that such title is being held as nominee for the benefit of the Owner.
The Servicer shall notify the Owner in accordance with prudent servicing practices of each acquisition of REO Property upon
such acquisition, and thereafter assume the responsibility for marketing such REO Property in accordance with Accepted Servicing
Practices. Thereafter, the Servicer shall continue to provide certain administrative services to the Owner relating to such REO
Property as set forth in this Section 4.13. The REO Property must be sold within three years following the end of the calendar
year of the date of acquisition, unless a REMIC election has been made with respect to the arrangement under which the Mortgage
Loans and REO Property are held and (i) the Owner shall have been supplied with an Opinion of Counsel to the effect that the
holding by the related trust of such Mortgaged Property subsequent to such three-year period (and specifying the period beyond
such three-year period for which the Mortgaged Property may be held) will not result in the imposition of taxes on “prohibited
transactions” of the related trust as defined in Section 860F of the Code, or cause the related REMIC to fail to qualify as a
REMIC, in which case the related trust may continue to hold such Mortgaged Property (subject to any conditions contained in such
Opinion of Counsel), or (ii) the Owner (at the Servicer’s expense) or the Servicer shall have applied for, prior to the
expiration of such three-year period, an extension of such three-year period in the manner contemplated by Section 856(e)(3) of
the Code, in which case the three-year period shall be extended by the applicable period. If a period longer than three years is
permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the
Owner as to progress being made in selling such REO Property and (ii) if, with the written consent of the Owner, a purchase money
mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such
purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement between the
Servicer and Owner shall be entered into with respect to such purchase money mortgage.
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The Servicer shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in any
REMIC. The Servicer shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services
nor permit a REMIC to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the
Code or “permitted investments” as defined in Section 860G(a)(5) of the Code.
Notwithstanding any other provision of this Agreement, if a REMIC election has been made, no Mortgaged Property
held by a REMIC shall be rented (or allowed to continue to be rented) or otherwise used for the production of income by or on behalf
of the related trust or sold in such a manner or pursuant to any terms that would (i) cause such Mortgaged Property to fail to
qualify at any time as “foreclosure property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject the related trust to
the imposition of any federal or state income taxes on “net income from foreclosure property” with respect to such Mortgaged Property
within the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such Mortgaged Property to result in the receipt by the
related trust or any income from non-permitted assets as described in Section 860F(a) (2)(B) of the Code, unless the Servicer has
agreed to indemnify and hold harmless the related trust with respect to the imposition of any such taxes.
The Servicer shall, either itself or through an agent selected by the Servicer, and in accordance with the Fannie
Mae Guide, manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and
operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO
Property is managed. Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as
the Servicer deems to be in the best interest of the Owner. The REO Disposition Proceeds from the sale of the REO Property shall be
promptly deposited in the Custodial Account. As soon as practical thereafter, the expenses of such sale shall be paid and the
Servicer shall reimburse itself for any related Servicing Advances, or Monthly Advances made pursuant to Section 5.03.
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The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall
cause each REO Property to be inspected at least monthly thereafter or more frequently as may be required by the circumstances. The
Servicer shall make or cause the inspector to make a written report of each such inspection. Such reports shall be retained in the
Servicing File and copies thereof shall be forwarded by the Servicer to the Owner.
Notwithstanding anything to the contrary set forth in this Section 4.13, the parties hereto hereby agree that the
Owner, at its option, shall be entitled to manage, conserve, protect and operate each REO Property for its own benefit (such option,
an "REO Option"). In connection with the exercise of an REO Option, the prior two paragraphs and the related provisions of Section
4.03 and Section 4.04(iii) (such provisions, the “REO Marketing Provisions”) shall be revised as follows. Following the acquisition
of any Mortgaged Property, the Servicer shall submit a detailed invoice to the Owner for all related Servicing Advances and, upon
exercising the REO Option, the Owner shall promptly reimburse the Servicer for such amounts. In the event the REO Option is
exercised with respect to an REO Property, Section 4.04 (iii) shall not be applicable thereto. References made in Section 4.03 with
respect to the reimbursement of Servicing Advances shall, for purposes of such REO Property, be deemed to be covered by this
paragraph. The Owner acknowledges that, in the event it exercises an REO Option, with respect to the related REO Property, there
shall be no breach by the Servicer based upon or arising out of the Servicer's failure to comply with the REO Marketing Provisions.
ARTICLE V
PAYMENTS TO THE OWNER
Section 5.01 Remittances.
On each Remittance Date, the Servicer shall remit to the Owner (i) all amounts credited to the Custodial Account as
of the close of business on the related preceding Determination Date, except (a) Partial Principal Prepayments received on or after
the first day of the month in which the Remittance Date occurs shall be remitted to the Owner on the next following Remittance Date,
(b) Full Principal Prepayments received on or before the 15th day of the month in which a Remittance Date occurs shall be remitted to
the Owner on the Remittance Date of such month, and (c) Full Principal Prepayments received after the 15th day of the month shall be
remitted to the Owner on the next following Remittance Date, each net of charges against or withdrawals from the Custodial Account
pursuant to Section 4.05, plus, to the extent not already deposited in the Custodial Account, the sum of (ii) all Monthly Advances,
if any, which the Servicer is obligated to distribute pursuant to Section 5.03 and (iii) all Prepayment Interest Shortfalls the
Servicer is required to make up pursuant to Section 4.04, minus (iv) any amounts attributable to Monthly Payments collected after the
Cut-off Date but due on a Due Date or Dates subsequent to the last day of the related Due Period, which amounts shall be remitted on
the related Remittance Date next succeeding the Due Period for such amounts.
With respect to any remittance received by the Owner after the Business Day on which such payment was due, the
Servicer shall pay to the Owner interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date
of each change, plus two percentage points, but in no event greater than the maximum amount permitted by applicable law. Such
interest shall be deposited in the Custodial Account by the Servicer on the date such late payment is made and shall cover the period
commencing with the day following such Business Day and ending with the Business Day on which such payment is made, both inclusive.
Such interest shall be remitted along with the distribution payable on the next succeeding related Remittance Date. The payment by
the Servicer of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the
Servicer.
Section 5.02 Statements to the Owner.
The Servicer shall furnish to the Owner an individual Mortgage Loan accounting report (a “Report”), as of the last
Business Day of each month, in the Servicer's assigned loan number order to document Mortgage Loan payment activity on an individual
Mortgage Loan basis. With respect to each month, such Report shall be received by the Owner (i) no later than the fifth Business Day
of the following month of the related Remittance Date on a disk or tape or other computer-readable format, in such format as may be
mutually agreed upon by both the Owner and the Servicer, and (ii) no later than the tenth Business Day of the following month of the
related Remittance Date in hard copy, which Report shall contain the following:
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(i) with respect to each Monthly Payment, the amount of such remittance allocable to interest
(ii) the amount of servicing compensation received by the Servicer during the prior distribution period;
(iii) the aggregate Stated Principal Balance of the Mortgage Loans;
(iv) the number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent (1) 30 to 59 days, (2) 60 to 89
days, (3) 90 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has
been acquired; and
(v) such other reports as may reasonably be required by the Owner.
The Servicer shall also provide a trial balance, sorted in the Owner's assigned loan number order, and such other
loan level scheduled-scheduled remittance information as described on Exhibit E, in electronic tape form, with each such Report.
The Servicer shall prepare and file any and all information statements or other filings required to be delivered to
any governmental taxing authority or to Owner pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Servicer shall provide the Owner with such information concerning the Mortgage Loans as is
necessary for the Owner to prepare its federal income tax return as the Owner may reasonably request from time to time.
In addition, not more than 60 days after the end of each calendar year, the Servicer shall furnish to each Person
who was an Owner at any time during such calendar year an annual statement in accordance with the requirements of applicable federal
income tax law as to the aggregate of remittances of principal and interest for the applicable portion of such year.
Section 5.03 Monthly Advances by the Servicer.
Not later than the close of business on the Business Day preceding each Remittance Date, the Servicer shall deposit
in the Custodial Account an amount equal to all payments not previously advanced by the Servicer, whether or not deferred pursuant to
Section 4.01, of Monthly Payments, adjusted to the related Mortgage Loan Remittance Rate, which are delinquent at the close of
business on the related Determination Date; provided, however, that the amount of any such deposit may be reduced by (i) the Amount
Held for Future Distribution (as defined below) then on deposit in the Custodial Account, plus (ii) with respect to the initial
Remittance Date, the Non-held Early Pay Amount (as defined below). Any portion of the Amount Held for Future Distribution used to
pay Monthly Advances shall be replaced by the Servicer by deposit into the Custodial Account on any future Remittance Date to the
extent that the funds that are available in the Custodial Account for remittance to the Owner on such Remittance Date are less than
the amount of payments required to be made to the Owner on such Remittance Date.
The “Amount Held for Future Distribution” as to any Remittance Date shall be the total of the amounts held in the
Custodial Account at the close of business on the preceding Determination Date which were received after the Cut-off Date on account
of (i) Liquidation Proceeds, Insurance Proceeds, and Partial Principal Prepayments received or made in the month of such Remittance
Date, (ii) Full Principal Payments received after the 15th day of the month in the month of such Remittance Date, and (iii) payments
which represent early receipt of scheduled payments of principal and interest due on a date or dates subsequent to the related Due
Date. The "Non-held Early Pay Amount" shall be the total of the amounts on account of payments which represent early receipt of
scheduled payments of principal and interest received on or prior to the Cut-off Date.
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The Servicer's obligation to make such Monthly Advances as to any Mortgage Loan will continue through the final
disposition or liquidation of the Mortgaged Property, unless the Servicer deems such advance to be nonrecoverable from Liquidation
Proceeds, REO Disposition Proceeds or Insurance Proceeds with respect to the applicable Mortgage Loan. In such latter event, the
Servicer shall deliver to the Owner an Officer's Certificate of the Servicer to the effect that an officer of the Servicer has
reviewed the related Servicing File and has obtained a recent appraisal and has made the reasonable determination that any additional
advances are nonrecoverable from Liquidation or Insurance Proceeds with respect to the applicable Mortgage Loan.
Section 5.04 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Owner pursuant to a
deed-in-lieu of foreclosure, the Servicer shall submit to the Owner a liquidation report with respect to such Mortgaged Property in
such form as the Servicer and the Owner shall agree. The Servicer shall also provide reports on the status of REO Property
containing such information as Owner may reasonably require.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Assumption Agreements.
The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of a
Mortgaged Property (whether by absolute conveyance or by contract of, sale, and whether or not the Mortgagor remains or is to remain
liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any
"due-on-sale" clause to the extent permitted by law; provided, however, that the Servicer shall not exercise any such rights if
prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such rights would impair or threaten to
impair any recovery under the related Primary Mortgage Insurance Policy, if any. If the Servicer reasonably believes it is unable
under applicable law to enforce such "due-on-sale" clause, the Servicer, with the approval of the Owner (such approval not to be
unreasonably withheld), will enter into an assumption agreement with the person to whom the Mortgaged Property has been conveyed or
is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by
applicable state law, the Mortgagor remains liable thereon. Where an assumption is allowed pursuant to this Section 6.01, the
Servicer, with the prior consent of the primary mortgage insurer, if any, is authorized to enter into a substitution of liability
agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed pursuant to which the
original mortgagor is released from liability and such Person is substituted as mortgagor and becomes liable under the related
Mortgage Note. Any such substitution of liability agreement shall be in lieu of an assumption agreement.
In connection with any such assumption or substitution of liability, the Servicer shall follow the underwriting
practices and procedures of the Fannie Mae Guide. With respect to an assumption or substitution of liability, the Mortgage Interest
Rate borne by the related Mortgage Note and the amount of the Monthly Payment may not be changed. The Servicer shall notify the
Owner that any such substitution of liability or assumption agreement has been completed by forwarding to the Owner the original of
any such substitution of liability or assumption agreement, which document shall be added to the related Mortgage Loan Documents and
shall, for all purposes, be considered a part of such related mortgage file to the same extent as all other documents and instruments
constituting a part thereof. All fees collected by the Servicer for entering into an assumption or substitution of liability
agreement shall belong to the Servicer.
Notwithstanding the foregoing paragraphs of this section or any other provision of this Agreement, the Servicer
shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a
Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason
whatsoever. For purposes of this Section 6.01, the term "assumption" is deemed to also include a sale of the Mortgaged Property
subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.
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Section 6.02 Satisfaction of Mortgages and Release of Mortgage Loan Documents.
Upon the payment in full of any Mortgage Loan, the Servicer will immediately notify the Custodian with a
certification and request for release by a Servicing Officer, which certification shall include a statement to the effect that all
amounts received in connection with such payment which are required to be deposited in the Custodial Account pursuant to Section 4.04
have been so deposited, and a request for delivery to the Servicer of the portion of the Mortgage Loan Documents held by the
Custodian, and unless the related Mortgage Loans are the subject of a Pass-Through Transfer, such request is to be acknowledged by
the Owner. Upon receipt of such certification and request, the Owner shall promptly release or cause the Custodian to promptly
release the related Mortgage Loan Documents to the Servicer and the Servicer shall prepare and deliver for execution by the Owner or
at the Owner's option execute under the authority of a power of attorney delivered to the Servicer by the Owner any satisfaction or
release. No expense incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the
Custodial Account.
In the event the Servicer satisfies or releases a Mortgage without having obtained payment in full of the
indebtedness secured by the Mortgage or should it otherwise prejudice any right the Owner may have under the mortgage instruments,
the Servicer, upon written demand, shall remit within two Business Days to the Owner the then outstanding principal balance of the
related Mortgage Loan by deposit thereof in the Custodial Account. The Servicer shall maintain the Fidelity Bond insuring the
Servicer against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth
herein.
From time to time and as appropriate for the servicing or foreclosure of the Mortgage Loans, including for the
purpose of collection under any Primary Mortgage Insurance Policy, upon request of the Servicer and delivery to the Custodian of a
servicing receipt signed by a Servicing Officer (and unless the related Mortgage Loans are the subject of a Pass-Through Transfer,
acknowledged by the Owner), the Custodian shall release the portion of the Mortgage Loan Documents held by the Custodian to the
Servicer. Such servicing receipt shall obligate the Servicer to promptly return the related Mortgage Loan Documents to the Custodian,
when the need therefor by the Servicer no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Custodial Account or such documents have been delivered to an attorney, or
to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has promptly
delivered to the Owner or the Custodian a certificate of a Servicing Officer certifying as to the name and address of the Person to
which such documents were delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing
Officer stating that such Mortgage Loan was liquidated, the servicing receipt shall be released by the Owner or the Custodian, as
applicable, to the Servicer.
Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Servicer shall be entitled to withdraw from the Custodial Account or
to retain from interest payments on the Mortgage Loans the amounts provided for as the Servicer's Servicing Fee. Additional
servicing compensation in the form of assumption fees, as provided in Section 6.01, late payment charges and other ancillary fees
shall be retained by the Servicer to the extent not required to be deposited in the Custodial Account. The Servicer shall be
required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to
reimbursement therefor except as specifically provided for.
Section 6.04 Annual Statement as to Compliance.
The Servicer will deliver to the Owner not later than 90 days following the end of each fiscal year of the Servicer,
an Officers' Certificate stating, as to each signatory thereof, that (i) a review of the activities of the Servicer during the
preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best
of such officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout
such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such
officers and the nature and status thereof except for such defaults as such Officers in their good faith judgment believe to be
immaterial.
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Section 6.05 Annual Independent Certified Public Accountants' Servicing Report.
Not later than 90 days following the end of each fiscal year of the Servicer, the Servicer at its expense shall
cause a firm of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish
a statement to the Owner to the effect that such firm has examined certain documents and records relating to the Servicer's servicing
of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement,
which agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in accordance
with the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Servicer's servicing has been
conducted in compliance with the agreements examined pursuant to this Section 6.05, except for (i) such exceptions as such firm shall
believe to be immaterial, and (ii) such other exceptions as shall be set forth in such statement.
Section 6.06 Owner's Right to Examine Servicer Records.
The Owner shall have the right to examine and audit, at its expense, upon reasonable notice to the Servicer, during
business hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records,
documentation or other information of the Servicer, or held by another for the Servicer or on its behalf or otherwise, which relate
to the performance or observance by the Servicer of the terms, covenants or conditions of this Agreement.
The Servicer shall provide to the Owner and any supervisory agents or examiners representing a state or federal
governmental agency having jurisdiction over the Owner, including but not limited to OTS, FDIC and other similar entities, access to
any documentation regarding the Mortgage Loans in the possession of the Servicer which may be required by any applicable
regulations. Such access shall be afforded without charge, upon reasonable request, during normal business hours and at the offices
of the Servicer, and in accordance with the applicable federal government agency, FDIC, OTS, or any other similar regulations.
Section 6.07 Compliance with REMIC Provisions.
If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Property
are held, the Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken)
any action that, under the REMIC Provisions, if taken or not taken, as the case may be could (i) endanger the status of the REMIC as
a REMIC or (ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on “prohibited transactions”
as defined in Section 860F(a)(2) of the Code and the tax on “contribution” to a REMIC set forth in Section 860G(d) of the Code unless
the Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such actions) to the effect that the
contemplated action will not endanger such REMIC status or result in the imposition of any such tax.
Section 6.08 Non-solicitation.
The Servicer shall not knowingly conduct any solicitation exclusively targeted to the Mortgagors for the purpose of
inducing or encouraging the early prepayment or refinancing of the related Mortgage Loans. It is understood and agreed that
promotions undertaken by the Servicer or any agent or affiliate of the Servicer which are directed to the general public at large,
including, without limitation, mass mailings based on commercially acquired mailing lists, newspaper, radio and television
advertisements shall not constitute solicitation under this section. Nothing contained herein shall prohibit the Servicer from (i)
distributing to Mortgagors any general advertising including information brochures, coupon books, or other similar documentation
which indicates services the Seller offers, including refinances or (ii) providing financing of home equity loans to Mortgagors at
the Mortgagor’s request.
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ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01 Servicer Shall Provide Information as Reasonably Required.
The Servicer shall furnish to the Owner upon request, during the term of this Agreement, such periodic, special or
other reports or information, whether or not provided for herein, as shall be necessary, reasonable or appropriate with respect to
the purposes of this Agreement. The Servicer may negotiate with the Owner for a reasonable fee for providing such report or
information, unless (i) the Servicer is required to supply such report or information pursuant to any other section of this
Agreement, or (ii) the report or information has been requested in connection with Internal Revenue Service, OTS, FDIC or other
regulatory agency requirements. All such reports or information shall be provided by and in accordance with all reasonable
instructions and directions given by the Owner. The Servicer agrees to execute and deliver all such instruments and take all such
action as the Owner, from time to time, may reasonably request in order to effectuate the purpose and to carry out the terms of this
Agreement.
ARTICLE VIIITHE SERVICERSection 8.01 Indemnification; Third Party Claims.
The Servicer agrees to indemnify the Owner and hold it harmless from and against any and all claims, losses,
damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the
Owner may sustain in any way related to the failure of the Servicer to perform in any way its duties and service the Mortgage Loans
in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Servicer contained
herein. The Servicer shall immediately notify the Owner if a claim is made by a third party with respect to this Agreement or the
Mortgage Loans, assume (with the consent of the Owner and with counsel reasonably satisfactory to the Owner) the defense of any such
claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or the Owner in respect of such claim but failure to so notify the Owner shall not limit its
obligations hereunder. The Servicer agrees that it will not enter into any settlement of any such claim without the consent of the
Owner unless such settlement includes an unconditional release of the Owner from all liability that is the subject matter of such
claim. The provisions of this Section 8.01 shall survive termination of this Agreement. In no event will either Purchaser or Seller
be liable to the other party to this Agreement for incidental or consequential damages, including, without limitation, loss of profit
or loss of business or business opportunity, regardless of the form of action whether in contract, tort or otherwise.
Section 8.02 Merger or Consolidation of the Servicer.
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The Servicer will keep in full effect its existence, rights and franchises as a corporation under the laws of the
state of its incorporation except as permitted herein, and will obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of
this Agreement or any of the Mortgage Loans and to perform its duties under this Agreement.
Any Person into which the Servicer may be merged or consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Servicer shall be a party, or any Person succeeding to the business of the Servicer whether
or not related to loan servicing, shall be the successor of the Servicer hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that
the successor or surviving Person shall be an institution (i) having a GAAP net worth of not less than $25,000,000, (ii) the deposits
of which are insured by the FDIC, SAIF and/or BIF, or which is a HUD-approved mortgagee whose primary business is in origination and
servicing of first lien mortgage loans, and (iii) which is a Fannie Mae or Freddie Mac approved seller/servicer in good standing.
Section 8.03 Limitation on Liability of the Servicer and Others.
Neither the Servicer nor any of the officers, employees or agents of the Servicer shall be under any liability to
the Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment made in good faith; provided, however, that this provision shall not protect the Servicer or any such person
against any breach of warranties or representations made herein, or failure to perform in any way its obligations in compliance with
any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of negligence or any
breach of the terms and conditions of this Agreement. The Servicer and any officer, employee or agent of the Servicer may rely in
good faith on any document of any kind prima facie properly executed and submitted by the Owner respecting any matters arising
hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental
to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expenses
or liability; provided, however, that the Servicer may, with the consent of the Owner, which consent shall not be unreasonably
withheld, undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties
of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities for which the Owner will be liable, and the Servicer shall be entitled to be reimbursed
therefor from the Owner upon written demand.
Section 8.04 Servicer Not to Resign.
The Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the
Servicer and the Owner or upon the determination that its duties hereunder are no longer permissible under applicable law and such
incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by
an Opinion of Counsel to such effect delivered to the Owner which Opinion of Counsel shall be in form and substance acceptable to the
Owner. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and
obligations hereunder in the manner provided in Section 11.01.
Section 8.05 No Transfer of Servicing.
With respect to the retention of the Servicer to service the Mortgage Loans hereunder, the Servicer acknowledges
that the Owner has acted in reliance upon the Servicer's independent status, the adequacy of its servicing facilities, plan,
personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way
limiting the generality of this section, the Servicer shall not either assign this Agreement or the servicing hereunder or delegate
its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or
assets, without the prior written approval of the Owner, which approval shall not be unreasonably withheld; provided that the
Servicer may assign the Agreement and the servicing hereunder without the consent of Owner to an affiliate of the Servicer to which
all servicing of the Servicer is assigned so long as (i) such affiliate is a Fannie Mae and Freddie Mac approved servicer and (ii) if
it is intended that such affiliate be spun off to the shareholders of the Servicer, such affiliate have a GAAP net worth of at least
$10,000,000 and (iii) such affiliate shall deliver to the Owner a certification pursuant to which such affiliate shall agree to be
bound by the terms and conditions of this Agreement and shall certify that such affiliate is a Fannie Mae and Freddie Mac approved
servicer in good standing.
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ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
In case one or more of the following Events of Default by the Servicer shall occur and be continuing, that is to say:
(i) any failure by the Servicer to remit to the Owner any payment required to be made under the terms of this
Agreement which continues unremedied for a period of three (3) Business Days after written notice thereof (it being understood that
this subparagraph shall not affect Servicer's obligation pursuant to Section 5.01 to pay default interest on any remittance received
by the Owner after the Business Day on which such payment was due); or
(ii) any failure on the part of the Servicer duly to observe or perform in any material respect any other of the
covenants or agreements on the part of the Servicer set forth in this Agreement, the breach of which has a material adverse effect
and which continue unremedied for a period of sixty days (except that such number of days shall be fifteen in the case of a failure
to pay any premium for any insurance policy required to be maintained under this Agreement and such failure shall be deemed to have a
material adverse effect) after the date on which written notice of such failure, requiring the same to be remedied, shall have been
given to the Servicer by the Owner; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of
a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such
decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or
(iv) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency,
bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or
relating to all or substantially all of its property; or
(v) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations; or
(vi) the Servicer ceases to be approved by either Fannie Mae or Freddie Mac (to the extent such entities are
then operating in a capacity similar to that in which they operate on the Closing Date) as a mortgage loan servicer for more than
thirty days to the extent such entities perform similar functions; or
(vii) the Servicer attempts to assign its right to servicing compensation hereunder or the Servicer attempts,
without the consent of the Owner, to sell or otherwise dispose of all or substantially all of its property or assets or to assign
this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except as
otherwise permitted herein.
then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Owner, by
notice in writing to the Servicer may, in addition to whatever rights the Owner may have under Section 8.01 and at law or equity to
damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. On or after the
receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to
the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section 11.01. Upon written
request from the Owner, the Servicer shall prepare, execute and deliver, any and all documents and other instruments, place in such
successor's possession all Servicing Files, and do or accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise, at the Servicer's sole expense. The Servicer agrees to cooperate with the Owner and such successor
in effecting the termination of the Servicer's responsibilities and rights hereunder, including, without limitation, the transfer to
such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial
Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.
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Section 9.02 Waiver of Defaults.
The Owner may waive only by written notice any default by the Servicer in the performance of its obligations
hereunder and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any
subsequent or other default or impair any right consequent thereon except to the extent expressly so waived in writing.
ARTICLE XTERMINATIONSection 10.01 Termination.
The respective obligations and responsibilities of the Servicer shall terminate upon: (i) the later of the final
payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or the disposition of all REO Property
and the remittance of all funds due hereunder; or (ii) by mutual consent of the Servicer and the Owner in writing; or (iii)
termination by the Owner pursuant to Section 9.01. Simultaneously with any such termination and the transfer of servicing hereunder,
the Servicer shall be entitled to be reimbursed for any outstanding Servicing Advances and Monthly Advances.
Section 10.02 Removal of Mortgage Loans from Inclusion under this Agreement upon a Whole Loan Transfer or a
Pass-Through Transfer.
The Servicer acknowledges and the Owner agrees that with respect to some or all of the Mortgage Loans, the Owner may effect
either (1) one or more Whole Loan Transfers, or (2) one or more Pass-Through Transfers.
The Servicer shall cooperate with the Owner in connection with any Whole Loan Transfer or Pass-Through Transfer contemplated
by the Owner pursuant to this Section. In connection therewith, and without limitation, the Owner shall deliver any reconstitution
agreement or other document related to the Whole Loan Transfer or Pass-Through Transfer to the Servicer at least 15 days prior to
such transfer (or 30 days if such transfer is to take place in March, June, September or December) and the Servicer shall execute any
such reconstitution agreement which contains provisions substantially similar to those herein or otherwise reasonably acceptable to
the Owner and the Servicer and which restates the representations and warranties contained in Article III as of the date of transfer
(except to the extent any such representation or warranty is not accurate on such date).
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With respect to each Whole Loan Transfer or Pass-Through Transfer, as the case may be, effected by the Owner, Owner (i)
shall reimburse Servicer for all reasonable out-of-pocket third party costs and expenses related thereto and (ii) shall pay Servicer
a reasonable amount representing time and effort expended by Servicer related thereto (which amount shall be reasonably agreed upon
by Servicer and Owner prior to the expenditure of such time and effort); provided, however, that for each Whole Loan Transfer and/or
Pass-Through Transfer, the sum of such amounts described in subsections (i) and (ii) above shall in no event exceed $5,000. For
purposes of this paragraph, all Whole Loan Transfers and/or Pass-Through Transfers made to the same entity within the same accounting
cycle shall be considered one Whole Loan Transfer or Pass-Through Transfer.
All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass-Through Transfer shall be
subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto
this Agreement shall remain in full force and effect.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Successor to the Servicer.
Prior to termination of the Servicer's responsibilities and duties under this Agreement pursuant to Sections 8.04,
9.01 or 10.01(ii), the Owner shall (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations
under this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 8.02 hereof and which shall succeed
to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement prior to the
termination of the Servicer's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and
assumption, the Owner may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as the
Owner and such successor shall agree. In the event that the Servicer's duties, responsibilities and liabilities under this Agreement
should be terminated pursuant to the aforementioned sections, the Servicer shall discharge such duties and responsibilities during
the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence
and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or
prejudice the rights or financial condition of its successor. The resignation or removal of the Servicer pursuant to the
aforementioned sections shall not become effective until a successor shall be appointed pursuant to this section and shall in no
event relieve the Servicer of the representations and warranties made pursuant to Article III and the remedies available to the Owner
under Section 8.01, it being understood and agreed that the provisions of such Article III and Section 8.01 shall be applicable to
the Servicer notwithstanding any such resignation or termination of the Servicer, or the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the Servicer and to the Owner
an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement.
Any termination or resignation of the Servicer or this Agreement pursuant to Section 8.04, 9.01 or 10.01 shall not affect any claims
that the Owner may have against the Servicer arising prior to any such termination or resignation.
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The Servicer shall promptly deliver to the successor the funds in the Custodial Account and the Escrow Account and
the Servicing Files and related documents and statements held by it hereunder and the Servicer shall account for all funds. The
Servicer shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and
definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the
Servicer. The successor shall make such arrangements as it may deem appropriate to reimburse the Servicer for unrecovered Servicing
Advances which the successor retains hereunder and which would otherwise have been recovered by the Servicer pursuant to this
Agreement but for the appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the Servicer shall notify the Owner of such appointment.
Section 11.02 Amendment.
This Agreement may be amended from time to time by the Servicer and the Owner by written agreement signed by the
Servicer and the Owner.
Section 11.03 Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable jurisdictions in which any of all the properties subject to
the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the
Owner at the Owner's expense on direction of the Owner accompanied by an opinion of counsel to the effect that such recordation
materially and beneficially affects the interest of the Owner or is necessary for the administration or servicing the Mortgage Loans.
Section 11.04 Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS. THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 11.05 Notices.
Any demands, notices or other communications permitted or required hereunder shall be in writing and shall be deemed
conclusively to have been given if personally delivered at or mailed by registered mail, postage prepaid, and return receipt
requested or transmitted by telecopier and confirmed by a similar mailed writing, as follows:
(i) if to the Servicer:
500 Enterprise Road
Horsham, Pennsylvania19044
Attention: Mr. Frank Ruhl
Telecopier No.: (215) 682-3396
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(ii) if to the Owner:
Mac Arthur Ridge II,
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Mr. Edward Raice
Telecopier No.: (972) 444-2810
or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice, or communication
hereunder shall be deemed to have been received on the date delivered to or received at the premises of the address (as evidenced, in
the case of registered or certified mail, by the date noted on the return receipt).
Section 11.06 Severability of Provisions.
Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or
unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held
to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the
extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable
any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party
of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good faith, to develop a
structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such
invalidity.
Section 11.07 Exhibits.
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this
Agreement.
Section 11.08 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the
plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with
generally accepted accounting principles;
(iii) references herein to "Articles,""Sections,""Subsections,""Paragraphs," and other subdivisions without
reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is a reference to such Subsection as
contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
(v) the words "herein,""hereof,""hereunder" and other words of similar import refer to this Agreement as a
whole and not to any particular provision; and
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(vi) the term "include" or "including" shall mean without limitation by reason of enumeration.
Section 11.09 Reproduction of Documents.
This Agreement and all documents relating hereto, including, without limitation, (i) consents, waivers and
modifications which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial statements,
certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether
or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.
Section 11.10 Confidentiality of Information.
Each party recognizes that, in connection with this Agreement, it may become privy to non-public information
regarding the financial condition, operations and prospects of the other party. Except as required to be disclosed by law, each
party agrees to keep all non-public information regarding the other party strictly confidential, and to use all such information
solely in order to effectuate the purpose of this Agreement.
Section 11.11 Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, each of the Assignments of Mortgage is subject to recordation in all
appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the
Mortgaged Properties are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected
by the Servicer at the Owner's expense.
Section 11.12 Assignment by the Owner.
The Owner shall have the right, without the consent of the Servicer hereof, to assign, in whole or in part, its
interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of
the Owner hereunder, by executing an assignment and assumption agreement reasonably acceptable to the Servicer and the assignee or
designee shall accede to the rights and obligations hereunder of the Owner with respect to such Mortgage Loans. In no event shall
Owner sell a partial interest in any Mortgage Loan. All references to the Owner in this Agreement shall be deemed to include its
assignees or designees. It is understood and agreed between the Owners and the Servicer that no more than five (5) Persons shall
have the right of owner under this Agreement at any one time.
Section 11.13 No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the
parties hereto and the services of the Servicer shall be rendered as an independent contractor and not as agent for Owner.
Section 11.14 Execution; Successors and Assigns.
This Agreement may be executed in one or more counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one
and the same agreement. Subject to Section 8.04, this Agreement shall inure to the benefit of and be binding upon the Servicer and
the Owner and their respective successors and assigns.
Section 11.15 Entire Agreement.
Each of the Servicer and the Owner acknowledge that no representations, agreements or promises were made to it by
the other party or any of its employees other than those representations, agreements or promises specifically contained herein. This
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Agreement sets forth the entire understanding between the parties hereto and shall be binding upon all successors of both parties.
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IN WITNESS WHEREOF, the Servicer and the Owner have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the date and year first above written.
GMAC MORTGAGE CORPORATION
Servicer
By: ________________________________________
Name:
Title:
EMC MORTGAGE CORPORATION
Owner
By:_________________________________________
EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
(date)
To:______________________
_________________________
_________________________
(the "Depository")
As "Servicer" under the Servicing Agreement, dated as of , (the "Agreement"), we hereby
authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated
as "[Servicer] Custodial Account, in trust for [Owner], Owner of Whole Loan Mortgages, and various Mortgagors." All deposits in the
account shall be subject to withdrawal therefrom by order signed by the Servicer. You may refuse any deposit which would result in
violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate.
Please execute and return one original to us.
By:____________________
Name:__________________
Title:_________________
The undersigned, as "Depository", hereby certifies that the above described account has been established under
Account Number __________, at the office of the depository indicated above, and agrees to honor withdrawals on such account as
provided above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit
Insurance Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted
Investments as defined in the Agreement.
[ ]
(name of Depository)
By:____________________
Name:__________________
Title:_________________
EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
(date)
To:___________________________
______________________________
______________________________
(the "Depository")
As "Servicer" under the Servicing Agreement, dated as of (the "Agreement"), we hereby
authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.06 of the Agreement, to be designated
as "[Servicer] Escrow Account, in trust for [Owner], Owner of Whole Loan Mortgages, and various Mortgagors." All deposits in the
account shall be subject to withdrawal therefrom by order signed by the Servicer. You may refuse any deposit which would result in
violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate.
Please execute and return one original to us.
By:____________________
Name:__________________
Title:_________________
The undersigned, as "Depository", hereby certifies that the above described account has been established under
Account Number __________, at the office of the depository indicated above, and agrees to honor withdrawals on such account as
provided above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit
Insurance Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted
Investments as defined in the Agreement.
[ ]
(name of Depository)
By:____________________
Name:__________________
Title:_________________
This is a Purchase, Warranties and Servicing Agreement, dated as of September 1, 2003 and is executed between EMC MORTGAGE
CORPORATION, as Purchaser, with offices located at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas75038 (the
"Purchaser"), and GREENPOINT MORTGAGE FUNDING, INC., with offices located at 100 Wood Hollow Drive, Novato, California94945 (the
"Company").
W I T N E S S E T H :
WHEREAS, the Purchaser has heretofore agreed to purchase from the Company and the Company has heretofore agreed to sell to
the Purchaser, from time to time, certain Mortgage Loans on a servicing retained basis;
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security instrument creating a first
lien on a residential dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule, which is annexed to the related
Term Sheet; and
WHEREAS, the Purchaser and the Company wish to prescribe the representations and warranties of the Company with respect to
itself and the Mortgage Loans and the management, servicing and control of the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser and the Company agree as follows:
ARTICLE IDEFINITIONSSection 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the
following meaning specified in this Article:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices (including collection
procedures) of prudent mortgage banking institutions which service mortgage loans of the same type as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located, and which are in accordance with Fannie Mae servicing practices and
procedures, for MBS pool mortgages, as defined in the Fannie Mae Guides including future updates.
Adjustment Date: As to each adjustable rate Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in
accordance with the terms of the related Mortgage Note.
Agreement: This Purchase, Warranties and Servicing Agreement including all exhibits hereto, amendments hereof and
supplements hereto.
Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for the
originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the requirements of the
Company and Fannie Mae.
Assignment: An individual assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form,
sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale or
transfer of the Mortgage Loan.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the State of New York, or (iii) a
day on which banks in the State of New York are authorized or obligated by law or executive order to be closed.
Closing Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Code: The Internal Revenue Code of 1986, or any successor statute thereto.
Company: GreenPoint Mortgage Funding, Inc., its successors in interest and assigns, as permitted by this Agreement.
Company's Officer's Certificate: A certificate signed by the Chairman of the Board, President, any Vice President or
Treasurer of Company stating the date by which Company expects to receive any missing documents sent for recording from the
applicable recording office.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary,
partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a
Mortgagor in accordance with the terms of the related Mortgage Loan Documents.
Confirmation: The trade confirmation letter between the Purchaser and the Company which relates to the Mortgage Loans.
Co-op Lease: With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied by the Mortgagor and relating
to the stock allocated to the related dwelling unit.
Co-op Loan: A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a residential cooperative
housing corporation and a collateral assignment of the related Co-op Lease.
Current Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for
the Company (by an appraiser who met the requirements of the Company and Fannie Mae) at the request of a Mortgagor for the purpose of
canceling a Primary Mortgage Insurance Policy in accordance with federal, state and local laws and regulations or otherwise made at
the request of the Company or Mortgagor.
Current LTV: The ratio of the Stated Principal Balance of a Mortgage Loan to the Current Appraised Value of the
Mortgaged Property.
Custodial Account: Each separate demand account or accounts created and maintained pursuant to Section 4.04 which shall be
entitled "GreenPoint Mortgage Funding, Inc., in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans" and shall be
established in an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.
Custodian: With respect to any Mortgage Loan, the entity stated on the related Term Sheet, and its successors and assigns,
as custodian for the Purchaser.
Cut-off Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
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Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately preceding such
15th day) of the month of the related Remittance Date.
Due Date: The day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace, which
is the first day of the month.
Due Period: With respect to any Remittance Date, the period commencing on the second day of the month preceding the month
of such Remittance Date and ending on the first day of the month of the Remittance Date.
Eligible Account: An account established and maintained: (i) within FDIC insured accounts created, maintained and monitored
by the Company so that all funds deposited therein are fully insured, or (ii) as a trust account with the corporate trust department
of a depository institution or trust company organized under the laws of the United States of America or any one of the states
thereof or the District of Columbia which is not affiliated with the Company (or any sub-servicer) or (iii) with an entity which is
an institution whose deposits are insured by the FDIC, the unsecured and uncollateralized long-term debt obligations of which shall
be rated “A2” or higher by Standard & Poor’s and “A” or higher by Fitch, Inc. or one of the two highest short-term ratings by any
applicable Rating Agency, and which is either (a) a federal savings association duly organized, validly existing and in good standing
under the federal banking laws, (b) an institution duly organized, validly existing and in good standing under the applicable banking
laws of any state, (c) a national banking association under the federal banking laws, or (d) a principal subsidiary of a bank holding
company, or (iv) if ownership of the Mortgage Loans is evidenced by mortgaged-backed securities, the equivalent required ratings of
each Rating Agency, and held such that the rights of the Purchaser and the owner of the Mortgage Loans shall be fully protected
against the claims of any creditors of the Company (or any sub-servicer) and of any creditors or depositors of the institution in
which such account is maintained or (v) in a separate non-trust account without FDIC or other insurance in an Eligible Institution.
In the event that a Custodial Account is established pursuant to clause (iii), (iv) or (v) of the preceding sentence, the Company
shall provide the Purchaser with written notice on the Business Day following the date on which the applicable institution fails to
meet the applicable ratings requirements.
Eligible Institution: GreenPoint Mortgage Funding, Inc., or an institution having (i) the highest short-term debt rating,
and one of the two highest long-term debt ratings of each Rating Agency; or (ii) with respect to any Custodial Account, an unsecured
long-term debt rating of at least one of the two highest unsecured long-term debt ratings of each Rating Agency.
Equity Take-Out Refinanced Mortgage Loan: A Refinanced Mortgage Loan the proceeds of which were in excess of the
outstanding principal balance of the existing mortgage loan as defined in the Fannie Mae Guide(s).
4
Escrow Account: Each separate trust account or accounts created and maintained pursuant to Section 4.06 which shall be
entitled "GreenPoint Mortgage Funding, Inc., in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans, and various
Mortgagors" and shall be established in an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the
related Mortgage Loans.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates,
sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.
Fannie Mae: The Federal National Mortgage Association, or any successor thereto.
Fannie Mae Guide(s): The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments or additions
thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor thereto.
FHLMC Guide: The FHLMC Single Family Seller/Servicer Guide and all amendments or additions thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.
First Remittance Date: With respect to any Mortgage Loan, the Remittance Date occurring in the month following the month in
which the related Closing Date occurs.
GAAP: Generally accepted accounting principles, consistently applied.
HUD: The United States Department of Housing and Urban Development or any successor thereto.
Index: With respect to any adjustable rate Mortgage Loan, the index identified on the Mortgage Loan Schedule and set forth
in the related Mortgage Note for the purpose of calculating the interest rate thereon.
5
Initial Rate Cap: As to each adjustable rate Mortgage Loan, where applicable, the maximum increase or decrease in the
Mortgage Interest Rate on the first Adjustment Date.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the
related Mortgaged Property.
Lifetime Rate Cap: As to each adjustable rate Mortgage Loan, the maximum Mortgage Interest Rate over the term of such
Mortgage Loan.
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the
sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise.
Loan Program Code: With respect to each Mortgage Loan, a code designating the loan program pursuant to which a Mortgage
Loan was underwritten in accordance with the Company’s underwriting guidelines.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original outstanding principal amount of
the Mortgage Loan, to (i) the Appraised Value of the Mortgaged Property as of the Origination Date with respect to a Refinanced
Mortgage Loan, and (ii) the lesser of the Appraised Value of the Mortgaged Property as of the Origination Date or the purchase price
of the Mortgaged Property with respect to all other Mortgage Loans.
Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage amount set forth in each related Mortgage
Note which is added to the Index in order to determine the related Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.
Monthly Advance: The aggregate of the advances made by the Company on any Remittance Date pursuant to Section 5.03.
Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan which is payable by a Mortgagor
under the related Mortgage Note.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on an
unsubordinated estate in fee simple in real property securing the Mortgage Note.
Mortgage File: The mortgage documents pertaining to a particular Mortgage Loan which are specified in Exhibit A hereto and
any additional documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy as described in Section 4.11.
6
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan, which may be adjusted from time to
time for an adjustable rate Mortgage Loan, in accordance with the provisions of the related Mortgage Note.
Mortgage Loan: An individual mortgage loan which is the subject of this Agreement, each Mortgage Loan originally sold and
subject to this Agreement being identified on the Mortgage Loan Schedule attached to the related Term Sheet, which Mortgage Loan
includes without limitation the Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds and obligations arising from or in
connection with such Mortgage Loan, excluding replaced or repurchased mortgage loans.
Mortgage Loan Documents: The documents listed in Exhibit A.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the Purchaser,
which shall be equal to the Mortgage Interest Rate minus the Servicing Fee Rate.
Mortgage Loan Schedule: The schedule of Mortgage Loans annexed to the related Term Sheet, such schedule setting forth the
following information with respect to each Mortgage Loan in the related Mortgage Loan Package:
(1) the Company's Mortgage Loan identifying number;
(2) the Mortgagor's first and last name;
(3) the street address of the Mortgaged Property including the city, state and zip code;
(4) a code indicating whether the Mortgaged Property is owner-occupied, a second home or an investor property;
(5) the type of residential property constituting the Mortgaged Property;
(8) the original months to maturity of the Mortgage Loan;
(9) the remaining months to maturity from the related Cut-off Date, based on the original amortization schedule and, if
different, the maturity expressed in the same manner but based on the actual amortization schedule;
7
(8) the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio, at origination;
(9) the Mortgage Interest Rate as of origination and as of the related Cut-off Date; with respect to each adjustable
rate Mortgage Loan, the initial Adjustment Date, the next Adjustment Date immediately following the related Cut-off Date, the Index,
the Margin, the Initial Rate Cap, if any, Periodic Rate Cap, if any, minimum Mortgage Interest Rate under the terms of the Mortgage
Note and the Lifetime Rate Cap;
(10) the Origination Date of the Mortgage Loan;
(11) the stated maturity date;
(12) the amount of the Monthly Payment at origination;
(13) the amount of the Monthly Payment as of the related Cut-off Date;
(14) the original principal amount of the Mortgage Loan;
(15) the scheduled Stated Principal Balance of the Mortgage Loan as of the close of business on the related Cut-off Date,
after deduction of payments of principal due on or before the related Cut-off Date whether or not collected;
(16) a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term refinance, equity take-out
refinance);
(17) a code indicating the documentation style (i.e. full, alternative, etc.);
(18) the number of times during the twelve (12) month period preceding the related Closing Date that any Monthly Payment
has been received after the month of its scheduled due date (if requested in writing by the Purchaser);
(19) the date on which the first payment is or was due;
(21) a code indicating whether or not the Mortgage Loan is the subject of a Primary Mortgage Insurance Policy and the name of the
related insurance carrier;
(21) a code indicating whether or not the Mortgage Loan is currently convertible and the conversion spread;
(22) the last Due Date on which a Monthly Payment was actually applied to the unpaid principal balance of the Mortgage
Loan.
(23) product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);
(25) credit score and/or mortgage score, if applicable;
8
(25) a code indicating whether or not the Mortgage Loan is the subject of a Lender Primary Mortgage Insurance Policy and
the name of the related insurance carrier and the Lender Paid Mortgage Insurance Rate;
(27) a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so, the amount and term thereof;
(28) the Loan Program Code; and
(28) the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable.
With respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule attached to the related Term Sheet shall set
forth the following information, as of the related Cut-off Date:
(1) the number of Mortgage Loans;
(2) the current aggregate outstanding principal balance of the Mortgage Loans;
(3) the weighted average Mortgage Interest Rate of the Mortgage Loans;
(4) the weighted average maturity of the Mortgage Loans; and
(5) the weighted average months to next Adjustment Date;
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.
Mortgaged Property: The underlying real property securing repayment of a Mortgage Note, consisting of a single parcel of
real estate considered to be real estate under the laws of the state in which such real property is located which may include
condominium units and planned unit developments, improved by a residential dwelling; except that with respect to real property
located in jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, a leasehold
estate of the Mortgage, the term of which is equal to or longer than the term of the Mortgage.
Mortgagor: The obligor on a Mortgage Note.
Nonrecoverable Advance: Any portion of a Monthly Advance or Servicing Advance previously made or proposed to be made by the
Company pursuant to this Agreement, that, in the good faith judgment of the Company, will not or, in the case of a proposed advance,
would not, be ultimately recoverable by it from the related Mortgagor or the related Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds or otherwise with respect to the related Mortgage Loan.
9
OCC: Office of the Comptroller of the Currency, or any successor thereto.
Officers' Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a
Senior Vice President or a Vice President or by the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of the Company, and delivered to the Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an employee of the party on behalf of whom the opinion is
being given, reasonably acceptable to the Purchaser.
Origination Date: The date on which a Mortgage Loan funded, which date shall not, in connection with a Refinanced Mortgage
Loan, be the date of the funding of the debt being refinanced, but rather the closing of the debt currently outstanding under the
terms of the Mortgage Loan Documents.
OTS: Office of Thrift Supervision, or any successor thereto.
Periodic Rate Cap: As to each adjustable rate Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate
on any Adjustment Date, as set forth in the related Mortgage Note and the related Mortgage Loan Schedule.
Permitted Investments: Any one or more of the following obligations or securities:
(i) direct obligations of, and obligations fully guaranteed by the United States of America or any agency or
instrumentality of the United States of America the obligations of which are backed by the full faith and credit of
the United States of America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institution or trust
company incorporated under the laws of the United States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating
and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such
investment or contractual commitment providing for such investment are rated in one of the two highest rating categories by each
Rating Agency and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;
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(iii) repurchase obligations with a term not to exceed thirty (30) days and with respect to (a) any security
described in clause (i) above and entered into with a depository institution or trust company (acting as principal)
described in clause (ii)(a) above;
(iv) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the
United States of America or any state thereof that are rated in one of the two highest rating categories by each
Rating Agency at the time of such investment or contractual commitment providing for such investment; provided,
however, that securities issued by any particular corporation will not be Permitted Investments to the extent that
investments therein will cause the then outstanding principal amount of securities issued by such corporation and
held as Permitted Investments to exceed 10% of the aggregate outstanding principal balances of all of the Mortgage
Loans and Permitted Investments;
(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations
payable on demand or on a specified date not more than one year after the date of issuance thereof) which are rated
in one of the two highest rating categories by each Rating Agency at the time of such investment;
(vi) any other demand, money market or time deposit, obligation, security or investment as may be acceptable to
each Rating Agency as evidenced in writing by each Rating Agency; and
(vii) any money market funds the collateral of which consists of obligations fully guaranteed by the United States
of America or any agency or instrumentality of the United States of America the obligations of which are backed by
the full faith and credit of the United States of America (which may include repurchase obligations secured by
collateral described in clause (i)) and other securities and which money market funds are rated in one of the two
highest rating categories by each Rating Agency.
provided, however, that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to
receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of
both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par or if such investment or
security is purchased at a price greater than par.
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Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability
company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Prepayment Interest Shortfall: With respect to any Remittance Date, for each Mortgage Loan that was the subject of a
Principal Prepayment during the related Prepayment Period, an amount equal to the excess of one month’s interest at the applicable
Mortgage Loan Remittance Rate on the amount of such Principal Prepayment over the amount of interest (adjusted to the Mortgage Loan
Remittance Rate) actually paid by the related Mortgagor with respect to such Prepayment Period.
Prepayment Period: With respect to any Remittance Date, the calendar month preceding the month in which such
Remittance Date occurs.
Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance represented to be in effect pursuant to
Section 3.02(hh), or any replacement policy therefor obtained by the Company pursuant to Section 4.08.
Prime Rate: The prime rate announced to be in effect from time to time as published as the average rate in the Wall Street
Journal (Northeast Edition).
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial which is received in
advance of its scheduled Due Date, including any prepayment penalty or premium thereon and which is not accompanied by an amount of
interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
Purchase Price: As defined in Section 2.02.
Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.
Qualified Appraiser: An appraiser, duly appointed by the Company, who had no interest, direct or indirect in the related
Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA
and the regulations promulgated thereunder and the requirements of Fannie Mae, all as in effect on the date the Mortgage Loan was
originated.
Qualified Insurer: An insurance company duly qualified as such under the laws of the states in which the related Mortgaged
Property is located, duly authorized and licensed in such states to transact the applicable insurance business and to write the
insurance provided, approved as an insurer by Fannie Mae or FHLMC.
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Rating Agency: Standard & Poor's, Fitch, Inc. or, in the event that some or all of the ownership of the Mortgage Loans is
evidenced by mortgage-backed securities, the nationally recognized rating agencies issuing ratings with respect to such securities,
if any.
Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property prior to the
origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.
REMIC: A "real estate mortgage investment conduit," as such term is defined in Section 860D of the Code.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which appear at Sections 860A through
860G of the Code, and the related provisions and regulations promulgated thereunder, as the foregoing may be in effect from time to
time.
Remittance Date: The 18th day of any month, beginning with the First Remittance Date, or if such 18th day is not a Business
Day, the first Business Day immediately preceding such 18th day.
REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: Amounts received by the Company in connection with a related REO Disposition.
REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchaser as described in Section 4.13.
Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the product of the greater of 100% or the
percentage of par as stated in the Confirmation multiplied by the Stated Principal Balance of such Mortgage Loan on the repurchase
date, plus (ii) interest on such outstanding principal balance at the Mortgage Loan Remittance Rate from the last date through which
interest has been paid and distributed to the Purchaser to the end of the month of repurchase, plus, (iii) third party expenses
incurred in connection with the transfer of the Mortgage Loan being repurchased; less amounts received or advanced in respect of such
repurchased Mortgage Loan which are being held in the Custodial Account for distribution in the month of repurchase.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
Sales Price: With respect to any Mortgage Loan the proceeds of which were used by the Mortgagor to acquire the related
Mortgaged Property, the amount paid by the related Mortgagor for such Mortgaged Property.
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Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable
attorneys' fees and disbursements) incurred in the performance by the Company of its servicing obligations, including, but not
limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement,
administrative or judicial proceedings, or any legal work or advice specifically related to servicing the Mortgage Loans, including
but not limited to, foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures by subordinate or superior
lienholders, and other legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable
and that the Company specifies the Mortgage Loan(s) to which such expenses relate and, upon Purchaser’s request, provides
documentation supporting such expense (which documentation would be acceptable to Fannie Mae), and provided further that any such
enforcement, administrative or judicial proceeding does not arise out of a breach of any representation, warranty or covenant of the
Company hereunder), (c) the management and liquidation of the Mortgaged Property if the Mortgaged Property is acquired in full or
partial satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer rates and other charges which are or may become a
lien upon the Mortgaged Property, and Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage, (e) any
expenses reasonably sustained by the Company with respect to the liquidation of the Mortgaged Property in accordance with the terms
of this Agreement and (f) compliance with the obligations under Section 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser shall pay to the Company,
which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the
outstanding principal balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same principal
amount and period respecting which any related interest payment on a Mortgage Loan is computed. The obligation of the Purchaser to
pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion of such Monthly Payment
collected by the Company, or as otherwise provided under Section 4.05 and in accordance with the Fannie Mae Guide(s). Any fee
payable to the Company for administrative services related to any REO Property as described in Section 4.13 shall be payable from
Liquidation Proceeds of the related REO Property.
Servicing Fee Rate: As set forth in the Term Sheet.
Servicing File: With respect to each Mortgage Loan, the file retained by the Company consisting of originals of all
documents in the Mortgage File which are not delivered to the Purchaser and copies of the Mortgage Loan Documents listed in Exhibit
A, the originals of which are delivered to the Purchaser or its designee pursuant to Section 2.04.
Servicing Officer: Any officer of the Company involved in, or responsible for, the administration and servicing of the
Mortgage Loans whose name appears on a list of servicing officers furnished by the Company to the Purchaser upon request, as such
list may from time to time be amended.
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Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of such
Mortgage Loan at the Cut-off Date after giving effect to payments of principal due on or before such date, whether or not received,
minus (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan representing payments or recoveries
of principal or advances in lieu thereof.
Subservicer: Any subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing Agreement. Any
subservicer shall meet the qualifications set forth in Section 4.01.
Subservicing Agreement: An agreement between the Company and a Subservicer, if any, for the servicing of the Mortgage Loans.
Term Sheet: A supplemental agreement in the form attached hereto as Exhibit I which shall be executed and delivered
by the Company and the Purchaser to provide for the sale and servicing pursuant to the terms of this Agreement of the Mortgage Loans
listed on Schedule I attached thereto, which supplemental agreement shall contain certain specific information relating to such sale
of such Mortgage Loans and may contain additional covenants relating to such sale of such Mortgage Loans.
ARTICLE II
PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01 Agreement to Purchase.The Company agrees to sell and the Purchaser agrees to purchase the Mortgage Loans having an aggregate Stated Principal
Balance on the related Cut-off Date set forth in the related Term Sheet in an amount as set forth in the Confirmation, or in such
other amount as agreed by the Purchaser and the Company as evidenced by the actual aggregate Stated Principal Balance of the Mortgage
Loans accepted by the Purchaser on the related Closing Date, with servicing retained by the Company. The Company shall deliver the
related Mortgage Loan Schedule attached to the related Term Sheet for the Mortgage Loans to be purchased on the related Closing Date
to the Purchaser at least two (2) Business Days prior to the related Closing Date. The Mortgage Loans shall be sold pursuant to this
Agreement, and the related Term Sheet shall be executed and delivered on the related Closing Date.
Section 2.02 Purchase Price.
The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the Confirmation (subject to
adjustment as provided therein), multiplied by the Stated Principal Balance, as of the related Cut-off Date, of the Mortgage Loan
listed on the related Mortgage Loan Schedule attached to the related Term Sheet, after application of scheduled payments of principal
due on or before the related Cut-off Date whether or not collected.
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In addition to the Purchase Price as described above, the Purchaser shall pay to the Company, at closing, accrued interest
on the Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at the Mortgage Loan Remittance Rate of each
Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive.
The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the related Closing Date
by wire transfer of immediately available funds.
Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of
principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or
before the related Cut-off Date and collected by the Company or any successor servicer after the related Cut-off Date shall belong to
the Company), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees (minus that portion of any such
payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan
as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date
whether or not collected, together with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided,
however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be
applied to the principal balance as of the related Cut-off Date. Such prepaid amounts shall be the property of the Purchaser. The
Company shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the
Purchaser for subsequent remittance by the Company to the Purchaser.
Section 2.03 Servicing of Mortgage Loans.
Simultaneously with the execution and delivery of each Term Sheet, the Company does hereby agree to directly service the
Mortgage Loans listed on the related Mortgage Loan Schedule attached to the related Term Sheet subject to the terms of this Agreement
and the related Term Sheet. The rights of the Purchaser to receive payments with respect to the related Mortgage Loans shall be as
set forth in this Agreement.
Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.
As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed to the Purchaser, without
recourse, on a servicing retained basis, and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this
Agreement and the related Term Sheet, all the right, title and interest of the Company in and to the Mortgage Loans. Company will
deliver the Mortgage Files to the Custodian designated by Purchaser, on or before the related Closing Date, at the expense of the
Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of
the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to
service the Mortgage Loans. The possession of each Servicing File by the Company is at the will of the Purchaser, for the sole
purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only.
From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the
related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been
vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in
connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the
possession of the Company shall be received and held by the Company in trust for the benefit of the Purchaser as the owner of the
Mortgage Loans. Any portion of the Mortgage Files retained by the Company shall be appropriately identified in the Company's
computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release its custody of
the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is
required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or
Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.
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Section 2.05 Books and Records.
The sale of each Mortgage Loan shall be reflected on the Company's balance sheet and other financial statements as a sale of
assets by the Company. The Company shall be responsible for maintaining, and shall maintain, a complete set of books and records for
the Mortgage Loans that shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the
Mortgage Loan by the Purchaser. In particular, the Company shall maintain in its possession, available for inspection by the
Purchaser, or its designee and shall deliver to the Purchaser upon demand, evidence of compliance with all federal, state and local
laws, rules and regulations, and requirements of Fannie Mae or FHLMC, as applicable, including but not limited to documentation as to
the method used in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the
Mortgaged Property, documentation evidencing insurance coverage of any condominium project as required by Fannie Mae or FHLMC, and
periodic inspection reports as required by Section 4.13. To the extent that original documents are not required for purposes of
realization of Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or
microfiche.
The Company shall maintain with respect to each Mortgage Loan and shall make available for inspection by any Purchaser or
its designee the related Servicing File during the time the Purchaser retains ownership of a Mortgage Loan and thereafter in
accordance with applicable laws and regulations.
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In addition to the foregoing, Company shall provide to any supervisory agents or examiners that regulate Purchaser,
including but not limited to, the OTS, the FDIC and other similar entities, access, during normal business hours, upon reasonable
advance notice to Company and without cost to Company or such supervisory agents or examiners, to any documentation regarding the
Mortgage Loans that may be required by any applicable regulator.
Section 2.06. Transfer of Mortgage Loans.
The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may
prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in
compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any
person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered
to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the
Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans,
provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee
shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an
Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been
delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the
Company shall mark its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser
shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.
Section 2.07 Delivery of Mortgage Loan Documents.The Company shall deliver and release to the Purchaser or its designee the Mortgage Loan Documents in accordance
with the terms of this Agreement and the related Term Sheet. The documents enumerated as items (1), (2), (3), (4), (5), (6), (7),
(8), (9) and (16) in Exhibit A hereto shall be delivered by the Company to the Purchaser or its designee no later than three (3)
Business Days prior to the related Closing Date pursuant to a bailee letter agreement. All other documents in Exhibit A hereto,
together with all other documents executed in connection with the Mortgage Loan that Company may have in its possession, shall be
retained by the Company in trust for the Purchaser. If the Company cannot deliver the original recorded Mortgage Loan Documents or
the original policy of title insurance, including riders and endorsements thereto, on the related Closing Date, the Company shall,
promptly upon receipt thereof and in any case not later than 120 days from the related Closing Date, deliver such original documents,
including original recorded documents, to the Purchaser or its designee (unless the Company is delayed in making such delivery by
reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not
completed within 120 days solely due to delays in making such delivery by reason of the fact that such documents shall not have been
returned by the appropriate recording office, Company shall deliver such document to Purchaser, or its designee, within such time
period as specified in a Company's Officer's Certificate. In the event that documents have not been received by the date specified
in the Company's Officer's Certificate, a subsequent Company's Officer's Certificate shall be delivered by such date specified in the
prior Company's Officer's Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until
the documents have been received and delivered. If delivery is not completed within 180 days solely due to delays in making such
delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, the Company
shall continue to use its best efforts to effect delivery as soon as possible thereafter, provided that if such documents are not
delivered by the 270th day from the date of the related Closing Date, the Company shall repurchase the related Mortgage Loans at the
Repurchase Price in accordance with Section 3.03 hereof.
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The Company shall pay all initial recording fees, if any, for the assignments of mortgage and any other fees in connection
with the transfer of all original documents to the Purchaser or its designee. Company shall prepare, in recordable form, all
assignments of mortgage necessary to assign the Mortgage Loans to Purchaser, or its designee. Company shall be responsible for
recording the assignments of mortgage.
Company shall provide an original or duplicate original of the title insurance policy to Purchaser or its designee within
ninety (90) days of the receipt of the recorded documents (required for issuance of such policy) from the applicable recording office.
Any review by the Purchaser, or its designee, of the Mortgage Files shall in no way alter or reduce the Company's
obligations hereunder.
If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the Purchaser shall, or shall cause
its designee to, give written specification of such defect to the Company which may be given in the exception report or the
certification delivered pursuant to this Section 2.07, or otherwise in writing and the Company shall cure or repurchase such Mortgage
Loan in accordance with Section 3.03.
The Company shall forward to the Purchaser, or its designee, original documents evidencing an assumption, modification,
consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one week of their
execution; provided, however, that the Company shall provide the Purchaser, or its designee, with a certified true copy of any such
document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for
recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the
original within sixty (60) days of its submission for recordation.
From time to time the Company may have a need for Mortgage Loan Documents to be released from Purchaser, or its designee.
Purchaser shall, or shall cause its designee, upon the written request of the Company, within ten (10) Business Days, deliver to the
Company, any requested documentation previously delivered to Purchaser as part of the Mortgage File, provided that such documentation
is promptly returned to Purchaser, or its designee, when the Company no longer requires possession of the document, and provided that
during the time that any such documentation is held by the Company, such possession is in trust for the benefit of Purchaser.
Company shall indemnify Purchaser, and its designee, from and against any and all losses, claims, damages, penalties, fines,
forfeitures, costs and expenses (including court costs and reasonable attorney's fees) resulting from or related to the loss, damage,
or misplacement of any documentation delivered to Company pursuant to this paragraph.
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Section 2.08 Quality Control Procedures.The Company must have an internal quality control program that verifies, on a regular basis, the existence and accuracy of
the legal documents, credit documents, property appraisals, and underwriting decisions. The program must be capable of evaluating
and monitoring the overall quality of its loan production and servicing activities. The program is to ensure that the Mortgage Loans
are originated and serviced in accordance with prudent mortgage banking practices and accounting principles; guard against dishonest,
fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.
Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults
In the event any Principal Prepayment is made by a Mortgagor on or prior to three months after the related Closing Date],
the Company shall remit to the Purchaser an amount equal to the excess, if any, of the Purchase Price Percentage over par multiplied
by the amount of such Principal Prepayment. Such remittance shall be made by the Company to Purchaser no later than the third
Business Day following receipt of such Principal Prepayment by the Company.
In the event either of the first three (3) scheduled Monthly Payments which are due under any Mortgage Loan after the
related Cut-off Date are not made during the month in which such Monthly Payments are due, then not later than five (5) Business Days
after notice to the Company by Purchaser (and at Purchaser’s sole option), the Company, shall repurchase such Mortgage Loan from the
Purchaser pursuant to the repurchase provisions contained in this Subsection 3.03.
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Section 2.10 Modification of Obligations.
Purchaser may, without any notice to Company, extend, compromise, renew, release, change, modify, adjust or alter, by
operation of law or otherwise, any of the obligations of the Mortgagors or other persons obligated under a Mortgage Loan without
releasing or otherwise affecting the obligations of Company under this Agreement, or with respect to such Mortgage Loan, except to
the extent Purchaser’s extension, compromise, release, change, modification, adjustment, or alteration affects Company’s ability to
collect the Mortgage Loan or realize on the security of the Mortgage, but then only to the extent such action has such effect.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS
Section 3.01 Representations and Warranties of the Company.The Company represents, warrants and covenants to the Purchaser that, as of the related Closing Date or as of such date
specifically provided herein:
(a) The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of
New York and has all licenses necessary to carry out its business as now being conducted, and is licensed and qualified to transact
business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise exempt
under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing
or qualification and no demand for such licensing or qualification has been made upon such Company by any such state, and in any
event such Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each
Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement;
(b) The Company has the full power and authority and legal right to hold, transfer and convey each Mortgage Loan, to sell
each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this
Agreement and the related Term Sheet and to conduct its business as presently conducted, has duly authorized the execution, delivery
and performance of this Agreement and the related Term Sheet and any agreements contemplated hereby, has duly executed and delivered
this Agreement and the related Term Sheet, and any agreements contemplated hereby, and this Agreement and the related Term Sheet and
each Assignment to the Purchaser and any agreements contemplated hereby, constitutes a legal, valid and binding obligation of the
Company, enforceable against it in accordance with its terms, and all requisite corporate action has been taken by the Company to
make this Agreement and the related Term Sheet and all agreements contemplated hereby valid and binding upon the Company in
accordance with their terms;
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(c) Neither the execution and delivery of this Agreement and the related Term Sheet, nor the origination or purchase of the
Mortgage Loans by the Company, the sale of the Mortgage Loans to the Purchaser, the consummation of the transactions contemplated
hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement and the related Term Sheet will conflict
with any of the terms, conditions or provisions of the Company's charter or by-laws or materially conflict with or result in a
material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the
Company is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or
result in the material violation of any law, rule, regulation, order, judgment or decree to which the Company or its properties are
subject, or impair the ability of the Purchaser to realize on the Mortgage Loans.
(d) There is no litigation, suit, proceeding or investigation pending or, to the best of Company’s knowledge, threatened,
or any order or decree outstanding, with respect to the Company which, either in any one instance or in the aggregate, is reasonably
likely to have a material adverse effect on the sale of the Mortgage Loans, the execution, delivery, performance or enforceability of
this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial condition
of the Company.
(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Company of or compliance by the Company with this Agreement or the related Term Sheet, or the sale of
the Mortgage Loans and delivery of the Mortgage Files to the Purchaser or the consummation of the transactions contemplated by this
Agreement or the related Term Sheet, except for consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement or the related Term Sheet is in the ordinary course
of business of the Company and Company, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the
Company pursuant to this Agreement or the related Term Sheet are not subject to bulk transfer or any similar statutory provisions in
effect in any applicable jurisdiction;
(g) The origination and servicing practices used by the Company and any prior originator or servicer with respect to each
Mortgage Note and Mortgage have been legal and in accordance with applicable laws and regulations and the Mortgage Loan Documents,
and in all material respects proper and prudent in the mortgage origination and servicing business. Each Mortgage Loan has been
serviced in all material respects with Accepted Servicing Practices. With respect to escrow deposits and payments that the Company,
on behalf of an investor, is entitled to collect, all such payments are in the possession of, or under the control of, the Company,
and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made.
All escrow payments have been collected in full compliance with state and federal law and the provisions of the related Mortgage Note
and Mortgage. As to any Mortgage Loan that is the subject of an escrow, escrow of funds is not prohibited by applicable law and has
been established in an amount sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due
and payable. No escrow deposits or other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or
the related Mortgage Note;
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(h) The Company used no selection procedures that identified the Mortgage Loans as being less desirable or valuable than
other comparable mortgage loans in the Company's portfolio at the related Cut-off Date;
(i) The Company will treat the sale of the Mortgage Loans to the Purchaser as a sale for reporting and accounting
purposes and, to the extent appropriate, for federal income tax purposes;
(j) Company is an approved seller/servicer of residential mortgage loans for Fannie Mae, FHLMC and HUD, with such
facilities, procedures and personnel necessary for the sound servicing of such mortgage loans. The Company is duly qualified,
licensed, registered and otherwise authorized under all applicable federal, state and local laws, and regulations, if applicable,
meets the minimum capital requirements set forth by the OCC, and is in good standing to sell mortgage loans to and service mortgage
loans for Fannie Mae and FHLMC and no event has occurred which would make Company unable to comply with eligibility requirements or
which would require notification to either Fannie Mae or FHLMC;
(k) The Company does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every
covenant contained in this Agreement or the related Term Sheet. The Company is solvent and the sale of the Mortgage Loans will not
cause the Company to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud
any of the Company's creditors;
(l) No statement, tape, diskette, form, report or other document prepared by, or on behalf of, Company pursuant to this
Agreement or the related Term Sheet or in connection with the transactions contemplated hereby, contains or will contain any
statement that is or will be inaccurate or misleading in any material respect;
(m) The Company acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such
services and that the entire Servicing Fee shall be treated by the Company, for accounting and tax purposes, as compensation for the
servicing and administration of the Mortgage Loans pursuant to this Agreement. In the opinion of Company, the consideration received
by Company upon the sale of the Mortgage Loans to Purchaser under this Agreement and the related Term Sheet constitutes fair
consideration for the Mortgage Loans under current market conditions.
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(n) Company has delivered to the Purchaser financial statements of its parent, for its last two complete fiscal years.
All such financial information fairly presents the pertinent results of operations and financial position for the period identified
and has been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes
thereto. There has been no change in the business, operations, financial condition, properties or assets of the Company since the
date of the Company’s financial information that would have a material adverse effect on its ability to perform its obligations under
this Agreement;
(o) The Company has not dealt with any broker, investment banker, agent or other person that may be entitled to any
commission or compensation in connection with the sale of the Mortgage Loans;
Section 3.02 Representations and Warranties as to Individual Mortgage Loans.
References in this Section to percentages of Mortgage Loans refer in each case to the percentage of the aggregate Stated
Principal Balance of the Mortgage Loans as of the related Cut-off Date, based on the outstanding Stated Principal Balances of the
Mortgage Loans as of the related Cut-off Date, and giving effect to scheduled Monthly Payments due on or prior to the related Cut-off
Date, whether or not received. References to percentages of Mortgaged Properties refer, in each case, to the percentages of expected
aggregate Stated Principal Balances of the related Mortgage Loans (determined as described in the preceding sentence). The Company
hereby represents and warrants to the Purchaser, as to each Mortgage Loan, as of the related Closing Date as follows:
(a) The information set forth in the Mortgage Loan Schedule attached to the related Term Sheet is true, complete and
correct in all material respects as of the related Cut-Off Date;
(b) The Mortgage creates a valid, subsisting and enforceable first lien or a first priority ownership interest in an
estate in fee simple in real property securing the related Mortgage Note subject to principles of equity, bankruptcy, insolvency and
other laws of general application affecting the rights of creditors;
(c) All payments due prior to the related Cut-off Date for such Mortgage Loan have been made as of the related Closing
Date; the Mortgage Loan has not been dishonored; there are no material defaults under the terms of the Mortgage Loan; the Company has
not advanced its own funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the
Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan. As
of the related Closing Date, all of the Mortgage Loans will have an actual interest paid to date of their related Cut-off Date(or
later) and will be due for the scheduled monthly payment next succeeding the Cut-off Date (or later), as evidenced by a posting to
Company's servicing collection system. No payment under any Mortgage Loan is delinquent as of the related Closing Date nor has any
scheduled payment been delinquent at any time during the twelve (12) months prior to the month of the related Closing Date. For
purposes of this paragraph, a Mortgage Loan will be deemed delinquent if any payment due thereunder was not paid by the Mortgagor in
the month such payment was due;
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(d) There are no defaults by Company in complying with the terms of the Mortgage, and all taxes, governmental assessments,
insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have
been paid, or escrow funds have been established in an amount sufficient to pay for every such escrowed item which remains unpaid and
which has been assessed but is not yet due and payable;
(e) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect,
except by written instruments which have been recorded to the extent any such recordation is required by law, or, necessary to
protect the interest of the Purchaser. No instrument of waiver, alteration or modification has been executed except in connection
with a modification agreement and which modification agreement is part of the Mortgage File and the terms of which are reflected in
the related Mortgage Loan Schedule, and no Mortgagor has been released, in whole or in part, from the terms thereof except in
connection with an assumption agreement and which assumption agreement is part of the Mortgage File and the terms of which are
reflected in the related Mortgage Loan Schedule; the substance of any such waiver, alteration or modification has been approved by
the issuer of any related Primary Mortgage Insurance Policy and title insurance policy, to the extent required by the related
policies;
(f) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense,
including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage,
or the exercise of any right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any
right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto; and as of the related Closing Date the Mortgagor was not a debtor in
any state or federal bankruptcy or insolvency proceeding;
(g) All buildings or other customarily insured improvements upon the Mortgaged Property are insured by a Qualified Insurer,
against loss by fire, hazards of extended coverage and such other hazards as are provided for in the Fannie Mae or FHLMC Guide, as
well as all additional requirements set forth in Section 4.10 of this Agreement. All such standard hazard policies are in full force
and effect and contain a standard mortgagee clause naming the Company and its successors in interest and assigns as loss payee and
such clause is still in effect and all premiums due thereon have been paid. If required by the Flood Disaster Protection Act of
1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration which policy conforms to Fannie Mae or FHLMC requirements, as well as all additional requirements
set forth in Section 4.10 of this Agreement. Such policy was issued by a Qualified Insurer. The Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes
the holder of the Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from the
Mortgagor. Neither the Company (nor any prior originator or servicer of any of the Mortgage Loans) nor any Mortgagor has engaged in
any act or omission which has impaired or would impair the coverage of any such policy, the benefits of the endorsement provided for
herein, or the validity and binding effect of either;
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(h) Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending,
real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Mortgage
Loan have been complied with in all material respects. None of the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12
CFR Part 226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing TILA, which implements the Home Ownership and
Equity Protection Act of 1994, as amended or (b) classified and/or defined as a “high cost”, "covered", or “predatory” loan under any
other state, federal or local law or regulation or ordinance, including, but not limited to, the States of Georgia and North Carolina
and the City of New York. The Company maintains, and shall maintain, evidence of such compliance as required by applicable law or
regulation and shall make such evidence available for inspection at the Company's office during normal business hours upon reasonable
advance notice;
(i) The Mortgage has not been satisfied, canceled or subordinated, in whole or in part, or rescinded, and the Mortgaged
Property has not been released from the lien of the Mortgage, in whole or in part nor has any instrument been executed that would
effect any such release, cancellation, subordination or rescission. The Company has not waived the performance by the Mortgagor of
any action, if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in default, nor has the Company
waived any default resulting from any action or inaction by the Mortgagor;
(j) The Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged Property, including all
buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems
affixed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing securing
the Mortgage Note's original principal balance subject to principles of equity, bankruptcy, insolvency and other laws of general
application affecting the rights of creditors. The Mortgage and the Mortgage Note do not contain any evidence of any security
interest or other interest or right thereto. Such lien is free and clear of all adverse claims, liens and encumbrances having
priority over the first lien of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and
assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the
public record as of the date of recording which are acceptable to mortgage lending institutions generally and either (A) which are
referred to in the lender’s title insurance policy delivered to the originator or otherwise considered in the appraisal made for the
originator of the Mortgage Loan, or (B) which do not adversely affect the residential use or Appraised Value of the Mortgaged
Property as set forth in such appraisal, and (3) other matters to which like properties are commonly subject which do not
individually or in the aggregate materially interfere with the benefits of the security intended to be provided by the Mortgage or
the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting, enforceable and
perfected first lien and first priority security interest on the property described therein, and the Company has the full right to
sell and assign the same to the Purchaser;
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(k) The Mortgage Note and the related Mortgage are original and genuine and each is the legal, valid and binding obligation
of the maker thereof, enforceable in all respects in accordance with its terms subject to principles of equity, bankruptcy,
insolvency and other laws of general application affecting the rights of creditors, and the Company has taken all action necessary to
transfer such rights of enforceability to the Purchaser. All parties to the Mortgage Note and the Mortgage had the legal capacity to
enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The Mortgage Loan Documents are on forms
acceptable to Fannie Mae and FHLMC. The Mortgage Note and the Mortgage have been duly and properly executed by such parties. No
fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the
part of Company or the Mortgagor, or on the part of any other party involved in the origination or servicing of the Mortgage Loan.
The proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and
all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have
been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage
were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;
(l) The Company is the sole owner and holder of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note. Upon
the sale of the Mortgage Loan to the Purchaser, the Company will retain the Mortgage File or any part thereof with respect thereto
not delivered to the Purchaser or the Purchaser’s designee in trust only for the purpose of servicing and supervising the servicing
of the Mortgage Loan. Immediately prior to the transfer and assignment to the Purchaser, the Mortgage Loan, including the Mortgage
Note and the Mortgage, were not subject to an assignment, sale or pledge to any person other than Purchaser, and the Company had good
and marketable title to and was the sole owner thereof and had full right to transfer and sell the Mortgage Loan to the Purchaser
free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest and has the full right and authority
subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan pursuant to this
Agreement and following the sale of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of any encumbrance,
equity, participation interest, lien, pledge, charge, claim or security interest. The Company intends to relinquish all rights to
possess, control and monitor the Mortgage Loan, except for the purposes of servicing the Mortgage Loan as set forth in this
Agreement. After the related Closing Date, the Company will not have any right to modify or alter the terms of the sale of the
Mortgage Loan and the Company will not have any obligation or right to repurchase the Mortgage Loan or substitute another Mortgage
Loan, except as provided in this Agreement, or as otherwise agreed to by the Company and the Purchaser;
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(m) Each Mortgage Loan is covered by an ALTA lender's title insurance policy or other generally acceptable form of policy
or insurance acceptable to Fannie Mae or FHLMC (including adjustable rate endorsements), issued by a title insurer acceptable to
Fannie Mae or FHLMC and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to
the exceptions contained in (j)(1), (2) and (3) above) the Company, its successors and assigns, as to the first priority lien of the
Mortgage in the original principal amount of the Mortgage Loan and against any loss by reason of the invalidity or unenforceability
of the lien resulting from the provisions of the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly
Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the
required mortgage title insurance. The Company, its successors and assigns, is the sole insured of such lender's title insurance
policy, such title insurance policy has been duly and validly endorsed to the Purchaser or the assignment to the Purchaser of the
Company's interest therein does not require the consent of or notification to the insurer and such lender's title insurance policy is
in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this
Agreement. No claims have been made under such lender's title insurance policy, and no prior holder or servicer of the related
Mortgage, including the Company, nor any Mortgagor, has done, by act or omission, anything which would impair the coverage of such
lender's title insurance policy;
(n) There is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage
Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a
default, breach, violation or event permitting acceleration; and neither the Company, nor any prior mortgagee has waived any default,
breach, violation or event permitting acceleration;
(o) There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights are
outstanding that under law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to
or equal to the lien of the related Mortgage;
(p) All improvements subject to the Mortgage which were considered in determining the appraised value of the Mortgaged
Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property (and wholly within the project
with respect to a condominium unit) and no improvements on adjoining properties encroach upon the Mortgaged Property except those
which are insured against by the title insurance policy referred to in clause (m) above and all improvements on the property comply
with all applicable zoning and subdivision laws and ordinances;
(q) Each Mortgage Loan was originated by or for the Company pursuant to, and conforms with, the Company’s underwriting
guidelines attached as Exhibit H hereto. The Mortgage Loan bears interest at an adjustable rate (if applicable) as set forth in the
related Mortgage Loan Schedule, and Monthly Payments under the Mortgage Note are due and payable on the first day of each month. The
Mortgage contains the usual and enforceable provisions of the Company at the time of origination for the acceleration of the payment
of the unpaid principal amount of the Mortgage Loan if the related Mortgaged Property is sold without the prior consent of the
mortgagee thereunder;
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(r) The Mortgaged Property is not subject to any material damage. At origination of the Mortgage Loan there was not, since
origination of the Mortgage Loan there has not been, and there currently is no proceeding pending for the total or partial
condemnation of the Mortgaged Property. The Company has not received notification that any such proceedings are scheduled to
commence at a future date;
(s) The related Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby,
including, (1) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (2) otherwise by judicial
foreclosure. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the
Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;
(t) If the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified if required under applicable law
to act as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses, except as
may be required by local law, are or will become payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee's sale or attempted sale after default by the Mortgagor;
(u) The Mortgage File contains an appraisal of the related Mortgaged Property signed prior to the final approval of the
mortgage loan application by a Qualified Appraiser, approved by the Company, who had no interest, direct or indirect, in the
Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Fannie Mae or FHLMC and Title XI of the
Federal Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on
the date the Mortgage Loan was originated. The appraisal is in a form acceptable to Fannie Mae or FHLMC;
(v) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such interest, were) (A) in compliance with any and all applicable licensing
requirements of the laws of the state wherein the Mortgaged Property is located, and (B) (1) organized under the laws of such state,
or (2) qualified to do business in such state, or (3) federal savings and loan associations or national banks or a Federal Home Loan
Bank or savings bank having principal offices in such state, or (4) not doing business in such state;
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(w) The related Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding
Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to above and such collateral
does not serve as security for any other obligation;
(x) The Mortgagor has received and has executed, where applicable, all disclosure materials required by applicable law with
respect to the making of such mortgage loans;
(y) The Mortgage Loan does not contain balloon or "graduated payment" features; No Mortgage Loan is subject to a buydown
agreement or contains any buydown provision;
(z) The Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and the Company has no knowledge of any
circumstances or conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing
that could reasonably be expected to cause investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage
Loan to become delinquent, or materially adversely affect the value or marketability of the Mortgage Loan;
(aa) Each Mortgage Loan bears interest based upon a thirty (30) day month and a three hundred and sixty (360) day year. The
Mortgage Loans have an original term to maturity of not more than thirty (30) years, with interest payable in arrears on the first
day of each month. As to each adjustable rate Mortgage Loan, on each applicable Adjustment Date, the Mortgage Interest Rate will be
adjusted to equal the sum of the Index, plus the applicable Margin; provided, that the Mortgage Interest Rate, on each applicable
Adjustment Date, will not increase by more than the Initial Rate Cap or Periodic Rate Cap, as applicable. Over the term of each
adjustable rate Mortgage Loan, the Mortgage Interest Rate will not exceed such Mortgage Loan's Lifetime Rate Cap. None of the
Mortgage Loans are “interest-only” Mortgage Loans or “negative amortization” Mortgage Loans. With respect to each adjustable rate
Mortgage Loan, each Mortgage Note requires a monthly payment which is sufficient (a) during the period prior to the first adjustment
to the Mortgage Interest Rate, to fully amortize the original principal balance over the original term thereof and to pay interest at
the related Mortgage Interest Rate, and (b) during the period following each Adjustment Date, to fully amortize the outstanding
principal balance as of the first day of such period over the then remaining term of such Mortgage Note and to pay interest at the
related Mortgage Interest Rate. With respect to each adjustable rate Mortgage Loan, the Mortgage Note provides that when the Mortgage
Interest Rate changes on an Adjustment Date, the then outstanding principal balance will be reamortized over the remaining life of
the Mortgage Loan. No Mortgage Loan contains terms or provisions which would result in negative amortization. None of the Mortgage
Loans contain a conversion feature which would cause the Mortgage Loan interest rate to convert to a fixed interest rate. None of
the Mortgage Loans are considered agricultural loans;
(bb) (INTENTIONALLY LEFT BLANK)
(cc) (INTENTIONALLY LEFT BLANK)
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(dd) (INTENTIONALLY LEFT BLANK)
(ee) (INTENTIONALLY LEFT BLANK)
(ff) (INTENTIONALLY LEFT BLANK)
(gg) (INTENTIONALLY LEFT BLANK)
(hh) In the event the Mortgage Loan had an LTV at origination greater than 80.00%, the excess of the principal balance of
the Mortgage Loan over 75.0% of the Appraised Value of the Mortgaged Property with respect to a Refinanced Mortgage Loan, or the
lesser of the Appraised Value or the purchase price of the Mortgaged Property with respect to a purchase money Mortgage Loan was
insured as to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. No Mortgage Loan has an LTV over
95%. All provisions of such Primary Mortgage Insurance Policy have been and are being complied with, such policy is in full force
and effect, and all premiums due thereunder have been paid. No Mortgage Loan requires payment of such premiums, in whole or in part,
by the Purchaser. No action, inaction, or event has occurred and no state of facts exists that has, or will result in the exclusion
from, denial of, or defense to coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance Policy obligates the Mortgagor
thereunder to maintain the Primary Mortgage Insurance Policy, subject to state and federal law, and to pay all premiums and charges
in connection therewith. No action has been taken or failed to be taken, on or prior to the Closing Date which has resulted or will
result in an exclusion from, denial of, or defense to coverage under any Primary Mortgage Insurance Policy (including, without
limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely payment of the full amount
of the loss otherwise due thereunder to the insured) whether arising out of actions, representations, errors, omissions, negligence,
or fraud of the Company or the Mortgagor, or for any other reason under such coverage; The mortgage interest rate for the Mortgage
Loan as set forth on the related Mortgage Loan Schedule is net of any such insurance premium. None of the Mortgage Loans are subject
to “lender-paid” mortgage insurance;
(ii) The Assignment is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located;
(jj) None of the Mortgage Loans are secured by an interest in a leasehold estate. The Mortgaged Property is located in
the state identified in the related Mortgage Loan Schedule and consists of a single parcel of real property with a detached single
family residence erected thereon, or a townhouse, or a two-to four-family dwelling, or an individual condominium unit in a
condominium project, or an individual unit in a planned unit development or a de minimis planned unit development, provided, however,
that no residence or dwelling is a single parcel of real property with a manufactured home not affixed to a permanent foundation, or
a mobile home. Any condominium unit or planned unit development conforms with the Company’s underwriting guidelines. As of the date
of origination, no portion of any Mortgaged Property was used for commercial purposes, and since the Origination Date, no portion of
any Mortgaged Property has been, or currently is, used for commercial purposes;
31
(kk) Payments on the Mortgage Loan commenced no more than sixty (60) days after the funds were disbursed in connection
with the Mortgage Loan. The Mortgage Note is payable on the first day of each month in monthly installments of principal and
interest, which installments are subject to change due to the adjustments to the Mortgage Interest Rate on each Adjustment Date, with
interest calculated and payable in arrears. Each of the Mortgage Loans will amortize fully by the stated maturity date, over an
original term of not more than thirty years from commencement of amortization;
(ll) As of the Closing Date of the Mortgage Loan, the Mortgage Property was lawfully occupied under applicable law, and
all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged
Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire
underwriting certificates, have been made or obtained from the appropriate authorities;
(mm) There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any
environmental law, rule or regulation is an issue; there is no violation of any environmental law, rule or regulation with respect to
the Mortgaged Property; and the Company has not received any notice of any environmental hazard on the Mortgaged Property and nothing
further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to
use and enjoyment of said property;
(nn) The Mortgagor has not notified the Company, and the Company has no knowledge of any relief requested or allowed to
the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;
(oo) No Mortgage Loan is a construction or rehabilitation Mortgage Loan or was made to facilitate the trade-in or
exchange of a Mortgaged Property;
(pp) The Mortgagor for each Mortgage Loan is a natural person;
(qq) None of the Mortgage Loans are Co-op Loans;
(rr) With respect to each Mortgage Loan that has a prepayment penalty feature, each such prepayment penalty is
enforceable and will be enforced by the Company and each prepayment penalty is permitted pursuant to federal, state and local law. No
Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was originated.
Except as otherwise set forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a prepayment penalty,
such prepayment penalty is at least equal to the lesser of (A) the maximum amount permitted under applicable law and (B) six months
interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal balance of such
Mortgage Loan;
(ss) With respect to each Mortgage Loan either (i) the fair market value of the Mortgaged Property securing such Mortgage
Loan was at least equal to 80 percent of the original principal balance of such Mortgage Loan at the time such Mortgage Loan was
originated or (ii) (a) the Mortgage Loan is only secured by the Mortgage Property and (b) substantially all of the proceeds of such
Mortgage Loan were used to acquire or to improve or protect the Mortgage Property. For the purposes of the preceding sentence, if the
Mortgage Loan has been significantly modified other than as a result of a default or a reasonable foreseeable default, the modified
Mortgage Loan will be viewed as having been originated on the date of the modification;
32
(tt) The Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to
sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union,
insurance company or similar institution which is supervised and examined by a federal or state authority;
(uu) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged Properties are timeshares;
(vv) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments and adjustments of the
outstanding principal balance are enforceable, all such adjustments have been properly made, including the mailing of required
notices, and such adjustments do not and will not affect the priority of the Mortgage lien. With respect to each Mortgage Loan
which has passed its initial Adjustment Date, Company has performed an audit of the Mortgage Loan to determine whether all
interest rate adjustments have been made in accordance with the terms of the Mortgage Note and Mortgage; and
(ww) Each Mortgage Note, each Mortgage, each Assignment and any other documents required pursuant to this Agreement to be
delivered to the Purchaser or its designee, or its assignee for each Mortgage Loan, have been, on or before the related Closing Date,
delivered to the Purchaser or its designee, or its assignee.
Section 3.03 Repurchase; Substitution.
It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive the
sale of the Mortgage Loans and delivery of the Mortgage Loan Documents to the Purchaser, or its designee, and shall inure to the
benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the
examination, or lack of examination, of any Mortgage File. Upon discovery by either the Company or the Purchaser of a breach of any
of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the
interest of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. The
Company shall have a period of sixty (60) days from the earlier of its discovery or its receipt of notice of any such breach within
which to correct or cure such breach. The Company hereby covenants and agrees that if any such breach is not corrected or cured
within such sixty day period, the Company shall, at the Purchaser's option and not later than ninety (90) days of its discovery or
its receipt of notice of such breach, repurchase such Mortgage Loan at the Repurchase Price or, with the Purchaser's prior consent
and at Purchaser’s sole option, substitute a Mortgage Loan as provided below. In the event that any such breach shall involve any
representation or warranty set forth in Section 3.01, and such breach is not cured within sixty (60) days of the earlier of either
discovery by or notice to the Company of such breach, all Mortgage Loans shall, at the option of the Purchaser, be repurchased by the
Company at the Repurchase Price. Any such repurchase shall be accomplished by wire transfer of immediately available funds to
Purchaser in the amount of the Repurchase Price.
33
If the Company is required to repurchase any Mortgage Loan pursuant to this Section 3.03, the Company may, with the
Purchaser's prior consent and at Purchaser’s sole option, within ninety (90) days from the related Closing Date, remove such
defective Mortgage Loan from the terms of this Agreement and substitute another mortgage loan for such defective Mortgage Loan, in
lieu of repurchasing such defective Mortgage Loan. Any substitute Mortgage Loan is subject to Purchaser acceptability. Any
substituted Loans will comply with the representations and warranties set forth in this Agreement as of the substitution date
The Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the removed Mortgage Loan from this
Agreement and the substitution of such substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall review the
Mortgage File delivered to it relating to the substitute Mortgage Loan. In the event of such a substitution, accrued interest on the
substitute Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon during such month
shall be the property of the Purchaser and accrued interest for such month on the Mortgage Loan for which the substitution is made
and any Principal Prepayments made thereon during such month shall be the property of the Company. The principal payment on a
substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of the Company and the principal
payment on the Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.
For any month in which the Company is permitted to substitute one or more substitute Mortgage Loans, the Company will
determine the amount (if any) by which the aggregate Stated Principal Balance (after application of the principal portion of all
scheduled payments due in the month of substitution) of all the substitute Mortgage Loans in the month of substitution is less then
the aggregate Stated Principal Balance (after application of the principal portion of the scheduled payment due in the month of
substitution) of the such replaced Mortgage Loan. An amount equal to the aggregate of such deficiencies described in the preceding
sentence for any Remittance Date shall be deposited into the Custodial Account by the Company on the related Determination Date in
the month following the calendar month during which the substitution occurred.
It is understood and agreed that the obligation of the Company set forth in this Section 3.03 to cure, repurchase or
substitute for a defective Mortgage Loan, and to indemnify Purchaser pursuant to Section 8.01, constitute the sole remedies of the
Purchaser respecting a breach of the foregoing representations and warranties. If the Company fails to repurchase or substitute for
a defective Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective Mortgage Loan to Purchaser's reasonable
satisfaction in accordance with this Section 3.03, or to indemnify Purchaser pursuant to Section 8.01, that failure shall be an Event
of Default and the Purchaser shall be entitled to pursue all remedies available in this Agreement as a result thereof. No provision
of this paragraph shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Sections 10.01 and
11.01.
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Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made
in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) the earlier of discovery of such breach by the Company or
notice thereof by the Purchaser to the Company, (ii) failure by the Company to cure such breach or repurchase such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.
In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision of this Agreement, with
respect to any Mortgage Loan that is not in default or as to which no default is imminent, no substitution pursuant to Subsection
3.03 shall be made after the applicable REMIC's "start up day" (as defined in Section 860G(a) (9) of the Code), unless the Company
has obtained an Opinion of Counsel to the effect that such substitution will not (i) result in the imposition of taxes on "prohibited
transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii) cause the REMIC
to fail to qualify as a REMIC at any time.
Section 3.04 Representations and Warranties of the Purchaser.
The Purchaser represents, warrants and convenants to the Company that, as of the related Closing Date or as of such date
specifically provided herein:
(c) The Purchaser is a corporation, dully organized validly existing and in good standing under the laws of the State of
Delaware and is qualified to transact business in, is in good standing under the laws of, and possesses all licenses necessary for
the conduct of its business in, each state in which any Mortgaged Property is located or is otherwise except or not required under
applicable law to effect such qualification or license;
(d) The Purchaser has full power and authority to hold each Mortgage Loan, to purchase each Mortgage Loan pursuant to this
Agreement and the related Term Sheet and to execute, deliver and perform, and to enter into and consummate all transactions
contemplated by this Agreement and the related Term Sheet and to conduct its business as presently conducted, has duly authorized the
execution, delivery and performance of this Agreement and the related Term Sheet, has duly executed and delivered this Agreement and
the related Term Sheet;
(c) None of the execution and delivery of this Agreement and the related Term Sheet, the purchase of the Mortgage Loans,
the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this
Agreement and the related Term Sheet will conflict with any of the terms, conditions or provisions of the Purchaser’s charter or
by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal
restriction or any agreement or instrument to which the Purchaser is now a party or by which it is bound, or constitute a default or
result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order,
judgment or decree to which the Purchaser or its property is subject;
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(d) There is no litigation pending or to the best of the Purchaser’s knowledge, threatened with respect to the Purchaser
which is reasonably likely to have a material adverse effect on the purchase of the related Mortgage Loans, the execution, delivery
or enforceability of this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on
the financial condition of the Purchaser;
(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the
execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement and the related Term
Sheet, the purchase of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement and the related Term
Sheet except for consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement and the related Term Sheet is in the ordinary
course of business of the Purchaser;
(h) The Purchaser will treat the purchase of the Mortgage Loans from the Company as a purchase for reporting, tax and
accounting purposes; and
(i) The Purchaser does not believe, nor does it have any cause or reason to believe, that it cannot perform each and
every of its covenants contained in this Agreement and the related Term Sheet.
The Purchaser shall indemnify the Company and hold it harmless against any claims, proceedings, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from a
breach by the Purchaser of the representations and warranties contained in this Section 3.04. It is understood and agreed that the
obligations of the Purchaser set forth in this Section 3.04 to indemnify the Seller as provided herein constitute the sole remedies
of the Seller respecting a breach of the foregoing representations and warranties.
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ARTICLE IVADMINISTRATION AND SERVICING OF MORTGAGE LOANSSection 4.01 Company to Act as Servicer.The Company, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with this
Agreement and the related Term Sheet and with Accepted Servicing Practices, and shall have full power and authority, acting alone, to
do or cause to be done any and all things in connection with such servicing and administration which the Company may deem necessary
or desirable and consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing Practices and
exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement and the related Term
Sheet, the Company shall service the Mortgage Loans in strict compliance with the servicing provisions of the Fannie Mae Guides
(special servicing option), which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the
collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a
Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions
insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance
claims, the title, management and disposition of REO Property, permitted withdrawals with respect to REO Property, liquidation
reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of
Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or
discrepancy between any of the servicing provisions of this Agreement and the related Term Sheet and any of the servicing provisions
of the Fannie Mae Guides, the provisions of this Agreement and the related Term Sheet shall control and be binding upon the Purchaser
and the Company.
Consistent with the terms of this Agreement and the related Term Sheet, the Company may waive, modify or vary any term of
any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the
Company's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the
Purchaser, provided, however, that unless the Company has obtained the prior written consent of the Purchaser, the Company shall not
permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer for more than ninety
days or forgive any payment of principal or interest, reduce or increase the outstanding principal balance (except for actual
payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which has been
agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the
Company shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest
payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference
between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of
such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to the
same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Company shall
continue, and is hereby authorized and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation,
or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to
the Mortgaged Properties. Notwithstanding anything herein to the contrary, the Company may not enter into a forbearance agreement or
similar arrangement with respect to any Mortgage Loan which runs more than 180 days after the first delinquent Due Date. Any such
agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer, if required.
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Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through Transfer,
the Company (a) with respect to such Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would
change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such
default is, in the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or amendment of any term
of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or
Treasury regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition
of any tax on “prohibited transactions” or “contributions” after the startup date under the REMIC Provisions.
Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through Transfer, which is not contemplated
under the terms of this Agreement, the Company will obtain an Opinion of Counsel acceptable to the trustee in such Pass-Through
Transfer with respect to whether such action could result in the imposition of a tax upon any REMIC (including but not limited to the
tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code)(either such event, an “Adverse REMIC Event”), and the Company shall not take any such actions as to
which it has been advised that an Adverse REMIC Event could occur.
The Company shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in any REMIC.
The Company shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a
REMIC to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
investments” as defined in Section 860G(a)(5) of the Code.
In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing Practices, giving due
consideration to the Purchaser's reliance on the Company. Unless a different time period is stated in this Agreement or the related
Term Sheet, Purchaser shall be deemed to have given consent in connection with a particular matter if Purchaser does not
affirmatively grant or deny consent within five (5) Business Days from the date Purchaser receives a second written request for
consent for such matter from Company as servicer.
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The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that the Subservicer is an entity
that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service
mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and
in either case shall be a FHLMC or Fannie Mae approved mortgage servicer in good standing, and no event has occurred, including but
not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders
imposed by Fannie Mae or for seller/servicers imposed by Fannie Mae or FHLMC, or which would require notification to Fannie Mae or
FHLMC. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its
licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to
protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its
duties under the related Subservicing Agreement. The Company may perform any of its servicing responsibilities hereunder or may
cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of the Subservicer
shall not release the Company from any of its obligations hereunder and the Company shall remain responsible hereunder for all acts
and omissions of the Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees
and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Company shall
notify Purchaser promptly in writing upon the appointment of any Subservicer.
At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company shall be
entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing responsibilities to be
performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained
herein shall be deemed to prevent or prohibit the Company, at the Company's option, from electing to service the related Mortgage
Loans itself. In the event that the Company's responsibilities and duties under this Agreement are terminated pursuant to Section
4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate the
rights and responsibilities of the Subservicer effective as of the date of termination of the Company. The Company shall pay all
fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's own
funds without reimbursement from the Purchaser.
Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company and the
Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be relieved of its
obligations to the Purchaser and shall be obligated to the same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the Subservicer for
indemnification of the Company by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification. The Company will indemnify and hold Purchaser harmless from any loss, liability or expense arising out of its use
of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder.
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Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer
shall be deemed to be between the Subservicer and Company alone, and the Purchaser shall have no obligations, duties or liabilities
with respect to the Subservicer including no obligation, duty or liability of Purchaser to pay the Subservicer's fees and expenses.
For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to have received a
payment on a Mortgage Loan when the Subservicer has received such payment.
Section 4.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to this Agreement, the Company will
proceed diligently to collect all payments due under each Mortgage Loan when the same shall become due and payable and shall, to the
extent such procedures shall be consistent with this Agreement, Accepted Servicing Practices, and the terms and provisions of any
related Primary Mortgage Insurance Policy, follow such collection procedures as it follows with respect to mortgage loans comparable
to the Mortgage Loans and held for its own account. Further, the Company will take special care in ascertaining and estimating
annual escrow payments, and all other charges that, as provided in the Mortgage, will become due and payable, so that the
installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable.
In no event will the Company waive its right to any prepayment penalty or premium without the prior written consent of
Purchaser and Company will use diligent efforts to collect same when due except as otherwise provided in the prepayment penalty
provisions provided in the Mortgage Loan Documents.
Section 4.03 Realization Upon Defaulted MortgageThe Company shall use its best efforts, consistent with the procedures that the Company would use in servicing loans for its
own account, consistent with Accepted Servicing Practices, any Primary Mortgage Insurance Policies and the best interest of
Purchaser, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant
to Section 4.01. Foreclosure or comparable proceedings shall be initiated within ninety (90) days of default for Mortgaged
Properties for which no satisfactory arrangements can be made for collection of delinquent payments, subject to state and federal law
and regulation. The Company shall use its best efforts to realize upon defaulted Mortgage Loans in such manner as will maximize the
receipt of principal and interest by the Purchaser, taking into account, among other things, the timing of foreclosure proceedings.
The foregoing is subject to the provisions that, in any case in which a Mortgaged Property shall have suffered damage, the Company
shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion (i)
that such restoration will increase the proceeds of liquidation of the related Mortgage Loan to the Purchaser after reimbursement to
itself for such expenses, and (ii) that such expenses will be recoverable by the Company through Insurance Proceeds or Liquidation
Proceeds from the related Mortgaged Property, as contemplated in Section 4.05. Company shall obtain prior approval of Purchaser as
to repair or restoration expenses in excess of ten thousand dollars ($10,000). The Company shall notify the Purchaser in writing of
the commencement of foreclosure proceedings and not less than 5 days prior to the acceptance or rejection of any offer of
reinstatement. The Company shall be responsible for all costs and expenses incurred by it in any such proceedings or functions;
provided, however, that it shall be entitled to reimbursement thereof from the related property, as contemplated in Section 4.05.
Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu of
foreclosure, in the event the Company has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic
substances or wastes, or if the Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property, such
an inspection or review is to be conducted by a qualified inspector at the Purchaser's expense. Upon completion of the inspection,
the Company shall promptly provide the Purchaser with a written report of the environmental inspection. After reviewing the
environmental inspection report, the Purchaser shall determine how the Company shall proceed with respect to the Mortgaged Property.
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Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the
Company as servicer of any Mortgage Loan which becomes ninety (90) days or greater delinquent in payment of a scheduled Monthly
Payment, without payment of any termination fee with respect thereto, provided that the Company shall on the date said termination
takes effect be reimbursed for any unreimbursed Monthly Advances of the Company's funds made pursuant to Section 5.03 and any
unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such delinquent Mortgage
Loan notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the provisions of
Section 11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to such delinquent
Mortgage Loan to the Purchaser or its designee.
In the event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property, such property shall be disposed of by
the Company, with the consent of Purchaser as required pursuant to this Agreement, before the close of the third taxable year
following the taxable year in which the Mortgage Loan became an REO Property, unless the Company provides to the trustee under such
REMIC an opinion of counsel to the effect that the holding of such REO Property subsequent to the close of the third taxable year
following the taxable year in which the Mortgage Loan became an REO Property, will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code, or cause the transaction to fail to qualify as a REMIC at any time
that certificates are outstanding. Company shall manage, conserve, protect and operate each such REO Property for the
certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such property to fail
to qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E) of the Code, or any "net income from foreclosure
property" which is subject to taxation under the REMIC provisions of the Code. Pursuant to its efforts to sell such property, the
Company shall either itself or through an agent selected by Company, protect and conserve such property in the same manner and to
such an extent as is customary in the locality where such property is located. Additionally, Company shall perform the tax
withholding and reporting related to Sections 1445 and 6050J of the Code.
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Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts.The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from
any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts. The Custodial Account shall
be an Eligible Account. Funds shall be deposited in the Custodial Account within 24 hours of receipt, and shall at all times be
insured by the FDIC up to the FDIC insurance limits, or must be invested in Permitted Investments for the benefit of the Purchaser.
Funds deposited in the Custodial Account may be drawn on by the Company in accordance with Section 4.05. The creation of any
Custodial Account shall be evidenced by a letter agreement in the form shown in Exhibit B hereto. The original of such letter
agreement shall be furnished to the Purchaser on the Closing Date, and upon the request of any subsequent Purchaser.
The Company shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and
collections received or made by it subsequent to the Cut-off Date, or received by it prior to the Cut-off Date but allocable to a
period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date:
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) any amounts required to be deposited by the Company in connection with any REO Property pursuant to Section 4.13 and
in connection therewith, the Company shall provide the Purchaser with written detail itemizing all of such amounts;
(v) all Insurance Proceeds including amounts required to be deposited pursuant to Sections 4.08, 4.10 and 4.11, other
than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the
Mortgagor in accordance with Accepted Servicing Practices, the Mortgage Loan Documents or applicable law;
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(vi) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance
with Accepted Servicing Practices, the loan documents or applicable law;
(vii) any Monthly Advances;
(viii) with respect to each full or partial Principal Prepayment, any Prepayment Interest Shortfalls, to the extent of the
Company’s aggregate Servicing Fee received with respect to the related Prepayment Period;
(ix) any amounts required to be deposited by the Company pursuant to Section 4.10 in connection with the deductible
clause in any blanket hazard insurance policy, such deposit shall be made from the Company's own funds, without reimbursement
therefor; and
(x) any amounts required to be deposited in the Custodial Account pursuant to Section 4.01, 4.13 or 6.02.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the
extent permitted by Section 6.01, need not be deposited by the Company in the Custodial Account. Any interest paid on funds
deposited in the Custodial Account by the depository institution shall accrue to the benefit of the Company and the Company shall be
entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 4.05 (iv). The Purchaser shall not be
responsible for any losses suffered with respect to investment of funds in the Custodial Account.
Section 4.05 Permitted Withdrawals From the Custodial Account.The Company may, from time to time, withdraw from the Custodial Account for the following purposes:
(i) to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Company's right to reimburse itself pursuant to this subclause (ii)
being limited to amounts received on the related Mortgage Loan which represent late collections (net of the related Servicing Fees)
of principal and/or interest respecting which any such advance was made, it being understood that, in the case of such reimbursement,
the Company's right thereto shall be prior to the rights of the Purchaser, except that, where the Company is required to repurchase a
Mortgage Loan, pursuant to Section 3.03, the Company's right to such reimbursement shall be subsequent to the payment to the
Purchaser of the Repurchase Price pursuant to such Section and all other amounts required to be paid to the Purchaser with respect to
such Mortgage Loan;
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(iii) to reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing Fees(or REO administration fees
described in Section 4.13), the Company's right to reimburse itself pursuant to this subclause (iii) with respect to any Mortgage
Loan being limited to related proceeds from Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the
relevant provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement; any recovery shall be made upon liquidation
of the REO Property;
(iv) to pay to itself as part of its servicing compensation (a) any interest earned on funds in the Custodial Account
(all such interest to be withdrawn monthly not later than each Remittance Date), and (b) the Servicing Fee from that portion of any
payment or recovery as to interest with respect to a particular Mortgage Loan;
(v) to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant to Section 3.03 all amounts
received thereon and not distributed as of the date on which the related repurchase price is determined,
(vi) to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;
(vii) to remove funds inadvertently placed in the Custodial Account by the Company;
(vi) to clear and terminate the Custodial Account upon the termination of this Agreement; and
(viii) to reimburse itself for Nonrecoverable Advances to the extent not reimbursed pursuant to clause (ii) or clause (iii).
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow
Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow
Accounts. The Escrow Account shall be an Eligible Account. Funds deposited in each Escrow Account shall at all times be insured in
a manner to provide maximum insurance under the insurance limitations of the FDIC, or must be invested in Permitted Investments.
Funds deposited in the Escrow Account may be drawn on by the Company in accordance with Section 4.07. The creation of any Escrow
Account shall be evidenced by a letter agreement in the form shown in Exhibit C. The original of such letter agreement shall be
furnished to the Purchaser on the Closing Date, and upon request to any subsequent purchaser.
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The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any
such items as required under the terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.
The Company shall make withdrawals from the Escrow Account only to effect such payments as are required under this
Agreement, and for such other purposes as shall be as set forth or in accordance with Section 4.07. The Company shall be entitled to
retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds
required by law to be paid to the Mortgagor and, to the extent required by law, the Company shall pay interest on escrowed funds to
the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest paid thereon is insufficient for such
purposes. The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Escrow Account.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by Company only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, Primary Mortgage Insurance Policy
premiums, if applicable, fire and hazard insurance premiums, condominium assessments and comparable items;
(ii) to reimburse Company for any Servicing Advance made by Company with respect to a related Mortgage Loan but only from
amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be overages;
(iv) for transfer to the Custodial Account in accordance with the terms of this Agreement;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Company, or to the Mortgagor to the extent required by law, any interest paid on the funds deposited
in the Escrow Account;
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(vii) to clear and terminate the Escrow Account on the termination of this Agreement. As part of its servicing duties,
the Company shall pay to the Mortgagors interest on funds in Escrow Account, to the extent required by law, and to the extent that
interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement
therefor; and
(viii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06.
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage Insurance Policies;Collections Thereunder.
With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the status of ground rents,
taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of
primary mortgage insurance premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges, including renewal premiums and shall effect payment thereof prior to the applicable penalty or termination
date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been estimated and accumulated by the Company in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage or applicable law. To the extent that the Mortgage does not provide for Escrow Payments, the Company
shall determine that any such payments are made by the Mortgagor at the time they first become due. The Company assumes full
responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of the
Mortgagor's faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own
funds to effect such payments.
The Company will maintain in full force and effect Primary Mortgage Insurance Policies issued by a Qualified Insurer with
respect to each Mortgage Loan for which such coverage is herein required. Such coverage will be terminated only with the approval of
Purchaser, or as required by applicable law or regulation. The Company will not cancel or refuse to renew any Primary Mortgage
Insurance Policy in effect on the Closing Date that is required to be kept in force under this Agreement unless a replacement Primary
Mortgage Insurance Policy for such canceled or nonrenewed policy is obtained from and maintained with a Qualified Insurer. The
Company shall not take any action which would result in non-coverage under any applicable Primary Mortgage Insurance Policy of any
loss which, but for the actions of the Company would have been covered thereunder. In connection with any assumption or substitution
agreement entered into or to be entered into pursuant to Section 6.01, the Company shall promptly notify the insurer under the
related Primary Mortgage Insurance Policy, if any, of such assumption or substitution of liability in accordance with the terms of
such policy and shall take all actions which may be required by such insurer as a condition to the continuation of coverage under the
Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is terminated as a result of such assumption or
substitution of liability, the Company shall obtain a replacement Primary Mortgage Insurance Policy as provided above.
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In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the insurer under any Private Mortgage Insurance Policy in a timely fashion in accordance with the terms of such
Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Company under
any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.
Section 4.09 Transfer of Accounts.The Company may transfer the Custodial Account or the Escrow Account to a different Eligible Account from time to time.
Such transfer shall be made only upon obtaining the prior written consent of the Purchaser, which consent will not be unreasonably
withheld.
Section 4.10 Maintenance of Hazard Insurance.The Company shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as is
acceptable to Fannie Mae or FHLMC and customary in the area where the Mortgaged Property is located in an amount which is equal to
the lesser of (i) the maximum insurable value of the improvements securing such Mortgage Loan or (ii) the greater of (a) the
outstanding principal balance of the Mortgage Loan, and (b) an amount such that the proceeds thereof shall be sufficient to prevent
the Mortgagor and/or the mortgagee from becoming a co-insurer. If required by the Flood Disaster Protection Act of 1973, as amended,
each Mortgage Loan shall be covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal
Insurance Administration in effect with an insurance carrier acceptable to Fannie Mae or FHLMC, in an amount representing coverage
not less than the least of (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable value of the
improvements securing such Mortgage Loan or (iii) the maximum amount of insurance which is available under the Flood Disaster
Protection Act of 1973, as amended. If at any time during the term of the Mortgage Loan, the Company determines in accordance with
applicable law and pursuant to the Fannie Mae Guides that a Mortgaged Property is located in a special flood hazard area and is not
covered by flood insurance or is covered in an amount less than the amount required by the Flood Disaster Protection Act of 1973, as
amended, the Company shall notify the related Mortgagor that the Mortgagor must obtain such flood insurance coverage, and if said
Mortgagor fails to obtain the required flood insurance coverage within forty-five (45) days after such notification, the Company
shall immediately force place the required flood insurance on the Mortgagor’s behalf. The Company shall also maintain on each REO
Property, fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the
improvements which are a part of such property, and, to the extent required and available under the Flood Disaster Protection Act of
1973, as amended, flood insurance in an amount as provided above. Any amounts collected by the Company under any such policies other
than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or REO
Property, or released to the Mortgagor in accordance with Accepted Servicing Practices, shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05. It is understood and agreed that no other additional insurance need be required by
the Company of the Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to this
Agreement, the Fannie Mae Guides or such applicable state or federal laws and regulations as shall at any time be in force and as
shall require such additional insurance. All such policies shall be endorsed with standard mortgagee clauses with loss payable to
the Company and its successors and/or assigns and shall provide for at least thirty days prior written notice of any cancellation,
reduction in the amount or material change in coverage to the Company. The Company shall not interfere with the Mortgagor's freedom
of choice in selecting either his insurance carrier or agent, provided, however, that the Company shall not accept any such insurance
policies from insurance companies unless such companies are Qualified Insurers.
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Section 4.11 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Company shall obtain and maintain a blanket policy issued by a Qualified Insurer insuring against
hazard losses on all of the Mortgage Loans, then, to the extent such policy provides coverage in an amount equal to the amount
required pursuant to Section 4.10 and otherwise complies with all other requirements of Section 4.10, it shall conclusively be deemed
to have satisfied its obligations as set forth in Section 4.10, it being understood and agreed that such policy may contain a
deductible clause, in which case the Company shall, in the event that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy complying with Section 4.10, and there shall have been a loss which would have been covered by such
policy, deposit in the Custodial Account the amount not otherwise payable under the blanket policy because of such deductible
clause. In connection with its activities as servicer of the Mortgage Loans, the Company agrees to prepare and present, on behalf of
the Purchaser, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy. Upon request of
the Purchaser, the Company shall cause to be delivered to the Purchaser a certified true copy of such policy and shall use its best
efforts to obtain a statement from the insurer thereunder that such policy shall in no event be terminated or materially modified
without thirty (30) days' prior written notice to the Purchaser.
Section 4.12 Fidelity Bond, Errors and Omissions Insurance.The Company shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with
broad coverage with responsible companies on all officers, employees or other persons acting in any capacity with regard to the
Mortgage Loan to handle funds, money, documents and papers relating to the Mortgage Loan. The Fidelity Bond shall be in the form of
the Mortgage Banker's Blanket Bond and shall protect and insure the Company against losses, including forgery, theft, embezzlement
and fraud of such persons. The errors and omissions insurance shall protect and insure the Company against losses arising out of
errors and omissions and negligent acts of such persons. Such errors and omissions insurance shall also protect and insure the
Company against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and the
release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision
of this Section 4.12 requiring the Fidelity Bond or errors and omissions insurance shall diminish or relieve the Company from its
duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and insurance policy shall be at
least equal to the corresponding amounts required by Fannie Mae in the Fannie Mae Guides. Upon request by the Purchaser, the Company
shall deliver to the Purchaser a certificate from the surety and the insurer as to the existence of the Fidelity Bond and errors and
omissions insurance policy and shall obtain a statement from the surety and the insurer that such Fidelity Bond or insurance policy
shall in no event be terminated or materially modified without thirty (30) days' prior written notice to the Purchaser. The Company
shall notify the Purchaser within five (5) business days of receipt of notice that such Fidelity Bond or insurance policy will be, or
has been, materially modified or terminated. The Purchaser (or any party having the status of Purchaser hereunder) and any
subsidiary thereof and their successors or assigns as their interests may appear must be named as loss payees on the Fidelity Bond
and as additional insured on the errors and omissions policy. Upon request by Purchaser, Company shall provide Purchaser with an
insurance certificate certifying coverage under this Section 4.12, and will provide an update to such certificate upon request, or
upon renewal or material modification of coverage.
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Section 4.13 Title, Management and Disposition of REO Property.
In the event that title to the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be taken in the name of the Purchaser or its designee, or in the event the Purchaser or its designee is not
authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected
under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name
of such Person or Persons as shall be consistent with an opinion of counsel obtained by the Company from an attorney duly licensed to
practice law in the state where the REO Property is located. Any Person or Persons holding such title other than the Purchaser shall
acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser.
The Company shall notify the Purchaser in accordance with the Fannie Mae Guides of each acquisition of REO Property upon
such acquisition (and, in any event, shall provide notice of the consummation of any foreclosure sale within three (3) Business Days
of the date Company receives notice of such consummation), together with a copy of the drive by appraisal or brokers price opinion of
the Mortgaged Property obtained in connection with such acquisition, and thereafter assume the responsibility for marketing such REO
property in accordance with Accepted Servicing Practices. Thereafter, the Company shall continue to provide certain administrative
services to the Purchaser relating to such REO Property as set forth in this Section 4.13. No Servicing Fee shall be assessed or
otherwise accrue on any REO Property from and after the date on which it becomes an REO Property.
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The Company shall, either itself or through an agent selected by the Company, and in accordance with the Fannie Mae Guides
manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other
foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is
managed. The Company shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause
each REO Property to be inspected at least monthly thereafter or more frequently as required by the circumstances. The Company shall
make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and copies
thereof shall be forwarded by the Company to the Purchaser.
The Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property
in any event within one year after title has been taken to such REO Property, unless the Company determines, and gives an appropriate
notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a
longer period than one (1) year is permitted under the foregoing sentence and is necessary to sell any REO Property, the Company
shall report monthly to the Purchaser as to the progress being made in selling such REO Property. No REO Property shall be marketed
for less than the Appraised Value, without the prior consent of Purchaser. No REO Property shall be sold for less than ninety five
percent (95%) of its Appraised Value, without the prior consent of Purchaser. All requests for reimbursement of Servicing Advances
shall be in accordance with the Fannie Mae Guides. The disposition of REO Property shall be carried out by the Company at such
price, and upon such terms and conditions, as the Company deems to be in the best interests of the Purchaser (subject to the above
conditions) only with the prior written consent of the Purchaser. Company shall provide monthly reports to Purchaser in reference to
the status of the marketing of the REO Properties.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the
Company as servicer of any such REO Property without payment of any termination fee with respect thereto, provided that the Company
shall on the date said termination takes effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to
Section 5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such
REO Property notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the
provisions of Section 11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to
such REO Property to the Purchaser or its designee. Within five Business Days of any such termination, the Company shall, if
necessary convey such property to the Purchaser and shall further provide the Purchaser with the following information regarding the
subject REO Property: the related drive by appraisal or brokers price opinion, and copies of any related Mortgage Impairment
Insurance Policy claims. In addition, within five Business Days, the Company shall provide the Purchaser with the following
information and documents regarding the subject REO Property: the related trustee’s deed upon sale and copies of any related hazard
insurance claims, or repair bids.
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Section 4.14 Notification of Maturity Date.
With respect to each Mortgage Loan, the Company shall execute and deliver to the Mortgagor any and all necessary notices
required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the maturity date if required under
applicable law.
ARTICLE V
PAYMENTS TO THE PURCHASER
Section 5.01 Distributions.
On each Remittance Date, the Company shall distribute by wire transfer of immediately available funds to the Purchaser (i)
all amounts credited to the Custodial Account as of the close of business on the preceding Determination Date, net of charges against
or withdrawals from the Custodial Account pursuant to Section 4.05, plus (ii) all Monthly Advances, if any, which the Company is
obligated to distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage Loan Remittance Rate on any Principal
Prepayment from the date of such Principal Prepayment through the end of the month for which disbursement is made provided that the
Company’s obligation as to payment of such interest shall be limited to the Servicing Fee earned during the month of the
distribution, minus (iv) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the
preceding Determination Date, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such
amounts. It is understood that, by operation of Section 4.04, the remittance on the first Remittance Date with respect to Mortgage
Loans purchased pursuant to the related Term Sheet is to include principal collected after the Cut-off Date through the preceding
Determination Date plus interest, adjusted to the Mortgage Loan Remittance Rate collected through such Determination Date exclusive
of any portion thereof allocable to the period prior to the Cut-off Date, with the adjustments specified in clauses (ii), (iii) and
(iv) above.
With respect to any remittance received by the Purchaser after the Remittance Date, the Company shall pay to the Purchaser
interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus three (3)
percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall cover the period
commencing with the day following the Business Day such payment was due and ending with the Business Day on which such payment is
made to the Purchaser, both inclusive. The payment by the Company of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Company. On each Remittance Date, the Company shall provide a remittance report
detailing all amounts being remitted pursuant to this Section 5.01.
Section 5.02 Statements to the Purchaser.
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The Company shall furnish to Purchaser an individual loan accounting report, as of the last Business Day of each month, in
the Company's assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With
respect to each month, the corresponding individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on a disk or tape or other computer-readable format in such format as may be mutually agreed upon
by both Purchaser and Company, and no later than the fifth Business Day of the following month in hard copy, and shall contain the
following:
(i) With respect to each Monthly Payment, the amount of such remittance allocable to principal (including a separate
breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or premiums, along with a
detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Monthly Payment, the amount of such remittance allocable to interest;
(iii) the amount of servicing compensation received by the Company during the prior distribution period;
(iv) the aggregate Stated Principal Balance of the Mortgage Loans;
(v) the aggregate of any expenses reimbursed to the Company during the prior distribution period pursuant to Section 4.05;
(vi) The number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent (1) 30 to 59 days, (2) 60 to
89 days, (3) 90 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been acquired; and
The Company shall also provide a trial balance, sorted in Purchaser's assigned loan number order, in the form of Exhibit E
hereto, with each such Report.
The Company shall prepare and file any and all information statements or other filings required to be delivered to any
governmental taxing authority or to Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Company shall provide Purchaser with such information concerning the Mortgage Loans as is
necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.
In addition, not more than sixty (60) days after the end of each calendar year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable federal
income tax law as to the aggregate of remittances for the applicable portion of such year.
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Section 5.03 Monthly Advances by the Company.
Not later than the close of business on the Business Day preceding each Remittance Date, the Company shall deposit in the
Custodial Account an amount equal to all payments not previously advanced by the Company, whether or not deferred pursuant to Section
4.01, of principal (due after the Cut-off Date) and interest not allocable to the period prior to the Cut-off Date, adjusted to the
Mortgage Loan Remittance Rate, which were due on a Mortgage Loan and delinquent at the close of business on the related Determination
Date.
The Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue through the last Monthly
Payment due prior to the payment in full of the Mortgage Loan, or through the Remittance Date prior to the date on which the
Mortgaged Property liquidates (including Insurance Proceeds, proceeds from the sale of REO Property or Condemnation Proceeds) with
respect to the Mortgage Loan unless the Company deems such advance to be a Nonrecoverable Advance. In such event, the Company shall
deliver to the Purchaser an Officer's Certificate of the Company to the effect that an officer of the Company has reviewed the
related Mortgage File and has made the reasonable determination that any additional advances are nonrecoverable.
Section 5.04 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser pursuant to a deed-in-lieu
of foreclosure, the Company shall submit to the Purchaser a liquidation report with respect to such Mortgaged Property in a form
mutually acceptable to Company and Purchaser. The Company shall also provide reports on the status of REO Property containing such
information as Purchaser may reasonably require.
Section 5.05 Prepayment Interest Shortfalls.
Not later than the close of business on the Business Day preceding each Remittance Date in the month following the related
Prepayment Period, the Company shall deposit in the Custodial Account an amount equal to any Prepayment Interest Shortfalls with
respect to such Prepayment Period, which in the aggregate shall not exceed the Company’s aggregate Servicing Fee received with
respect to the related Due Period.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Assumption Agreements.The Company will, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of the
Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain
liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any
"due-on-sale" clause to the extent permitted by law; provided, however, that the Company shall not exercise any such rights if
prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such rights would impair or threaten to
impair any recovery under the related Primary Mortgage Insurance Policy, if any. If the Company reasonably believes it is unable
under applicable law to enforce such "due-on-sale" clause, the Company, with the approval of the Purchaser, will enter into an
assumption agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to
which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains
liable thereon. Where an assumption is allowed pursuant to this Section 6.01, the Company, with the prior consent of the Purchaser
and the primary mortgage insurer, if any, is authorized to enter into a substitution of liability agreement with the person to whom
the Mortgaged Property has been conveyed or is proposed to be conveyed pursuant to which the original mortgagor is released from
liability and such Person is substituted as mortgagor and becomes liable under the related Mortgage Note. Any such substitution of
liability agreement shall be in lieu of an assumption agreement.
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In connection with any such assumption or substitution of liability, the Company shall follow the underwriting practices and
procedures of the Company. With respect to an assumption or substitution of liability, the Mortgage Interest Rate borne by the
related Mortgage Note, the amount of the Monthly Payment and the maturity date may not be changed (except pursuant to the terms of
the Mortgage Note). If the credit of the proposed transferee does not meet such underwriting criteria, the Company diligently shall,
to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan.
The Company shall notify the Purchaser that any such substitution of liability or assumption agreement has been completed by
forwarding to the Purchaser the original of any such substitution of liability or assumption agreement, which document shall be added
to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof. All fees collected by the Company for entering into an assumption or
substitution of liability agreement shall belong to the Company.
Notwithstanding the foregoing paragraphs of this Section or any other provision of this Agreement, the Company shall not be
deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or any assumption which the Company may be restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 6.01, the term "assumption" is deemed to also include a sale of the Mortgaged Property subject to the
Mortgage that is not accompanied by an assumption or substitution of liability agreement.
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files.
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Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Company will immediately notify the Purchaser by a certification, which
certification shall include a statement to the effect that all amounts received or to be received in connection with such payment
which are required to be deposited in the Custodial Account pursuant to Section 4.04 have been or will be so deposited, of a
Servicing Officer and shall request delivery to it of the portion of the Mortgage File held by the Purchaser. The Purchaser shall no
later than five Business Days after receipt of such certification and request, release or cause to be released to the Company, the
related Mortgage Loan Documents and, upon its receipt of such documents, the Company shall promptly prepare and deliver to the
Purchaser the requisite satisfaction or release. No later than five (5) Business Days following its receipt of such satisfaction or
release, the Purchaser shall deliver, or cause to be delivered, to the Company the release or satisfaction properly executed by the
owner of record of the applicable mortgage or its duly appointed attorney in fact. No expense incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account.
In the event the Company satisfies or releases a Mortgage without having obtained payment in full of the indebtedness
secured by the Mortgage or should it otherwise prejudice any right the Purchaser may have under the mortgage instruments, the
Company, upon written demand, shall remit within two (2) Business Days to the Purchaser the then outstanding principal balance of the
related Mortgage Loan by deposit thereof in the Custodial Account. The Company shall maintain the Fidelity Bond and errors and
omissions insurance insuring the Company against any loss it may sustain with respect to any Mortgage Loan not satisfied in
accordance with the procedures set forth herein.
From time to time and as appropriate for the servicing or foreclosure of the Mortgage Loan, including for the purpose of
collection under any Primary Mortgage Insurance Policy, the Purchaser shall, upon request of the Company and delivery to the
Purchaser of a servicing receipt signed by a Servicing Officer, release the portion of the Mortgage File held by the Purchaser to the
Company. Such servicing receipt shall obligate the Company to return the related Mortgage documents to the Purchaser when the need
therefor by the Company no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Custodial Account or the Mortgage File or such document has been delivered to an attorney,
or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Company has delivered to the
Purchaser a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or
such document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer
stating that such Mortgage Loan was liquidated, the servicing receipt shall be released by the Purchaser to the Company.
Section 6.03 Servicing Compensation.
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As compensation for its services hereunder, the Company shall be entitled to withdraw from the Custodial Account (to the
extent of interest payments collected on the Mortgage Loans) or to retain from interest payments collected on the Mortgage Loans, the
amounts provided for as the Company's Servicing Fee, subject to payment of compensating interest on Principal Prepayments as capped
by the Servicing Fee pursuant to Section 5.01 (iii). Additional servicing compensation in the form of assumption fees, as provided
in Section 6.01, and late payment charges or otherwise shall be retained by the Company to the extent not required to be deposited in
the Custodial Account. No Servicing Fee shall be payable in connection with partial Monthly Payments. The Company shall be required
to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement
therefor except as specifically provided for.
Section 6.04 Annual Statement as to Compliance.The Company will deliver to the Purchaser not later than 90 days following the end of each fiscal year of the Company
beginning in March 2004, an Officers' Certificate stating, as to each signatory thereof, that (i) a review of the activities of the
Company during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision,
and (ii) to the best of such officers' knowledge, based on such review, the Company has fulfilled all of its obligations under this
Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such
default known to such officers and the nature and status of cure provisions thereof. Copies of such statement shall be provided by
the Company to the Purchaser upon request.
Section 6.05 Annual Independent Certified Public Accountants' Servicing Report.
Within ninety (90) days of Company's fiscal year end beginning in March 2004, the Company at its expense shall cause a firm
of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement
to the Purchaser to the effect that such firm has examined certain documents and records relating to the Company's servicing of
mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which
agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in the uniform single
audit program for mortgage bankers, such firm is of the opinion that the Company's servicing has been conducted in compliance with
the agreements examined pursuant to this Section 6.05, except for (i) such exceptions as such firm shall believe to be immaterial,
and (ii) such other exceptions as shall be set forth in such statement. Copies of such statement shall be provided by the Company to
the Purchaser. In addition, on an annual basis, Company shall provided Purchaser with copies of its audited financial statements.
Section 6.06 Purchaser's Right to Examine Company Records.
The Purchaser shall have the right to examine and audit upon reasonable notice to the Company, during business hours or at
such other times as might be reasonable under applicable circumstances, any and all of the books, records, documentation or other
information of the Company, or held by another for the Company or on its behalf or otherwise, which relates to the performance or
observance by the Company of the terms, covenants or conditions of this Agreement.
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The Company shall provide to the Purchaser and any supervisory agents or examiners representing a state or federal
governmental agency having jurisdiction over the Purchaser, including but not limited to OTS, FDIC and other similar entities, access
to any documentation regarding the Mortgage Loans in the possession of the Company which may be required by any applicable
regulations. Such access shall be afforded without charge, upon reasonable request, during normal business hours and at the offices
of the Company, and in accordance with the FDIC, OTS, or any other similar federal or state regulations, as applicable.
ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01 Company Shall Provide Information as Reasonably Required.The Company shall furnish to the Purchaser during the term of this Agreement, such periodic, special or other reports,
information or documentation, whether or not provided for herein, as shall be necessary, reasonable or appropriate in respect to the
Purchaser, or otherwise in respect to the Mortgage Loans and the performance of the Company under this Agreement, including any
reports, information or documentation reasonably required to comply with any regulations regarding any supervisory agents or
examiners of the Purchaser all such reports or information to be as provided by and in accordance with such applicable instructions
and directions as the Purchaser may reasonably request in relation to this Agreement or the performance of the Company under this
Agreement. The Company agrees to execute and deliver all such instruments and take all such action as the Purchaser, from time to
time, may reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.
In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective purchaser audited
financial statements of the Company for the most recently completed two (2) fiscal years for which such statements are available, as
well as a Consolidated Statement of Condition at the end of the last two (2) fiscal years covered by any Consolidated Statement of
Operations. If it has not already done so, the Company shall furnish promptly to the Purchaser or a prospective purchaser copies of
the statements specified above.
The Company shall make reasonably available to the Purchaser or any prospective Purchaser a knowledgeable financial or
accounting officer for the purpose of answering questions and to permit any prospective purchaser to inspect the Company’s servicing
facilities for the purpose of satisfying such prospective purchaser that the Company has the ability to service the Mortgage Loans as
provided in this Agreement.
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ARTICLE VIIITHE SERVICERSection 8.01 Indemnification; Third Party Claims.The Company agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in
any way related to the failure of the Company to observe and perform its duties, obligations, covenants, and agreements to service
the Mortgage Loans in strict compliance with the terms of this Agreement. The Company agrees to indemnify the Purchaser and hold it
harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any
other costs, fees and expenses that the Purchaser may sustain in any way from any claim, demand, defense or assertion based on or
grounded upon, or resulting from any assertion based on, grounded upon or resulting from a breach or alleged breach of any of the
representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Company shall immediately notify the Purchaser
if a claim is made by a third party against Company with respect to this Agreement or the Mortgage Loans, assume (with the consent of
the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, whether or not
such claim is settled prior to judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered against
it or the Purchaser in respect of such claim. The Company shall follow any written instructions received from the Purchaser in
connection with such claim. The Purchaser shall promptly reimburse the Company for all amounts advanced by it pursuant to the two
preceding sentences except when the claim relates to the failure of the Company to service and administer the Mortgages in strict
compliance with the terms of this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the
negligence, bad faith or willful misconduct of Company. The provisions of this Section 8.01 shall survive termination of this
Agreement.
Section 8.02 Merger or Consolidation of the Company.The Company will keep in full effect its existence, rights and franchises as a corporation under the laws of the state of
its incorporation except as permitted herein, and will obtain and preserve its qualification to do business as a foreign corporation
in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this
Agreement, or any of the Mortgage Loans and to perform its duties under this Agreement.
Any Person into which the Company may be merged or consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any Person succeeding to the business of the Company whether or not related
to loan servicing, shall be the successor of the Company hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or
surviving Person shall be an institution (i) having a GAAP net worth of not less than $25,000,000, (ii) the deposits of which are
insured by the FDIC, SAIF and/or BIF, and which is a HUD-approved mortgagee whose primary business is in origination and servicing of
first lien mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved seller/servicer in good standing.
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Section 8.03 Limitation on Liability of the Company and Others.
Neither the Company nor any of the officers, employees or agents of the Company shall be under any liability to the
Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment made in good faith; provided, however, that this provision shall not protect the Company or any such person
against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any
standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of negligence, bad faith or
willful misconduct, or any breach of the terms and conditions of this Agreement. The Company and any officer, employee or agent of
the Company may rely in good faith on any document of any kind prima facie properly executed and submitted by the Purchaser
respecting any matters arising hereunder. The Company shall not be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its
reasonable opinion may involve it in any expenses or liability; provided, however, that the Company may, with the consent of the
Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties
of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities for which the Purchaser will be liable, and the Company shall be entitled to be reimbursed
therefor from the Purchaser upon written demand.
Section 8.04 Company Not to Assign or Resign.The Company shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual
consent of the Company and the Purchaser or upon the determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by the Company. Any such determination permitting the resignation of the Company
shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and
substance acceptable to the Purchaser. No such resignation shall become effective until a successor shall have assumed the Company's
responsibilities and obligations hereunder in the manner provided in Section 11.01.
Section 8.05 No Transfer of Servicing.
With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the
Purchaser has acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel,
records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting
the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights
or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets,
without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion.
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Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this
Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying
the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to
terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other
than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.
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ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
In case one or more of the following Events of Default by the Company shall occur and be continuing, that is to say:
(i) any failure by the Company to remit to the Purchaser any payment required to be made under the terms of this Agreement
which continues unremedied for a period of one (1) Business Day; or
(ii) failure on the part of the Company duly to observe or perform in any material respect any other of the covenants or
agreements on the part of the Company set forth in this Agreement which continues unremedied for a period of thirty (30) days after
the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the
Purchaser; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a
conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Company and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty days; or
(iv) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy,
readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Company or of or relating to
all or substantially all of its property; or
(v) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(vi) Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty
days; or
(vii) the Company attempts to assign its right to servicing compensation hereunder or the Company attempts, without the
consent of the Purchaser, to sell or otherwise dispose of all or substantially all of its property or assets or to assign this
Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof; or
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(viii) the Company ceases to be (a) licensed to service first lien residential mortgage loans in any jurisdiction in which
a Mortgaged Property is located and such licensing is required, and (b) qualified to transact business in any jurisdiction where it
is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Company's ability to
perform its obligations hereunder; or
(ix) the Company fails to meet the eligibility criteria set forth in the last sentence of Section 8.02.
Then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice
in writing to the Company (except in the case of an Event of Default under clauses (iii), (iv) or (v) above, in which case,
automatically and without notice) Company may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and
at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the
Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the
same. On or after the receipt by the Company of such written notice (or, in the case of an Event of Default under clauses (iii),
(iv) or (v) above, in which case, automatically and without notice), all authority and power of the Company under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section
11.01. Upon written request from the Purchaser, the Company shall prepare, execute and deliver, any and all documents and other
instruments, place in such successor's possession all Mortgage Files, and do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise, at the Company's sole expense. The Company agrees to cooperate with the
Purchaser and such successor in effecting the termination of the Company's responsibilities and rights hereunder, including, without
limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the
Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.
Section 9.02 Waiver of Defaults.
The Purchaser may waive only by written notice any default by the Company in the performance of its obligations hereunder
and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent
or other default or impair any right consequent thereon except to the extent expressly so waived in writing.
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ARTICLE X
TERMINATIONSection 10.01 Termination.
The respective obligations and responsibilities of the Company shall terminate upon: (i) the later of the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage Loan and the disposition of all remaining REO Property
and the remittance of all funds due hereunder; or (ii) by mutual consent of the Company and the Purchaser in writing; or (iii)
termination with cause under the terms of this Agreement.
Section 10.02 Termination Without Cause.
The Purchaser may, at its sole option, terminate any rights the Company may have hereunder, without cause, upon no less than
90 days written notice. Any such notice of termination shall be in writing and delivered to the Company as provided in Section 11.05
of this Agreement.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Successor to the Company.
Prior to termination of Company's responsibilities and duties under this Agreement pursuant to Sections 4.13, 8.04, 9.01,
10.01 (ii) or (iii), the Purchaser shall (i) succeed to and assume all of the Company's responsibilities, rights, duties and
obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 8.02 hereof and which
shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior
to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment
and assumption, the Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as
the Purchaser and such successor shall agree. In the event that the Company's duties, responsibilities and liabilities under this
Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge such duties and responsibilities
during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of
diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair
or prejudice the rights or financial condition of its successor. The resignation or removal of Company pursuant to the
aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall in no
event relieve the Company of the representations and warranties made pursuant to Sections 3.01, 3.02 and 3.03 and the remedies
available to the Purchaser thereunder and under Section 8.01, it being understood and agreed that the provisions of such Sections
3.01, 3.02, 3.03 and 8.01 shall be applicable to the Company notwithstanding any such resignation or termination of the Company, or
the termination of this Agreement.
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Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Purchaser an
instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement.
Any termination or resignation of the Company or this Agreement pursuant to Section 4.13, 8.04, 9.01 or 10.01 shall not affect any
claims that the Purchaser may have against the Company arising prior to any such termination or resignation.
The Company shall promptly deliver to the successor the funds in the Custodial Account and the Escrow Account and the
Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company
shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely
vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. The
successor shall make arrangements as it may deem appropriate to reimburse the Company for unrecovered Servicing Advances which the
successor retains hereunder and which would otherwise have been recovered by the Company pursuant to this Agreement but for the
appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Purchaser of such appointment.
Section 11.02 Amendment.
This Agreement may be amended from time to time by the Company and the Purchaser by written agreement signed by the Company
and the Purchaser.
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Section 11.03 Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for
real property records in all the counties or other comparable jurisdictions in which any of the properties subject to the Mortgages
are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Company at
the Company's expense on direction of the Purchaser accompanied by an opinion of counsel to the effect that such recordation
materially and beneficially affects the interest of the Purchaser or is necessary for the administration or servicing of the Mortgage
Loans.
Section 11.04 Governing Law.
This Agreement and the related Term Sheet shall be governed by and construed in accordance with the laws of the State of New
York except to the extent preempted by Federal law. The obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
Section 11.05 Notices.
Any demands, notices or other communications permitted or required hereunder shall be in writing and shall be deemed
conclusively to have been given if personally delivered at or mailed by registered mail, postage prepaid, and return receipt
requested or certified mail, return receipt requested, or transmitted by telex, telegraph or telecopier and confirmed by a similar
mailed writing, as follows:
(i) if to the Company:
GreenPoint Mortgage Funding, Inc.
100 Wood Hollow Drive
Novato, California94945
Attention: Susan Davia
Telecopier No: (415) 878-4369
(ii) if to the Purchaser:
EMC Mortgage Corporation
Mac Arthur Ridge II,
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ms. Ralene Ruyle
Telecopier No.: (972) 444-2810
With a copy to:
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Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York10179
Attention: Mary Haggerty
or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice or communication
hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced,
in the case of registered or certified mail, by the date noted on the return receipt).
Section 11.06 Severability of Provisions.
Any part, provision, representation or warranty of this Agreement and the related Term Sheet which is prohibited or which is
held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable
or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To
the extent permitted by applicable law, the parties hereto waive any provision of law that prohibits or renders void or unenforceable
any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party
of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good faith, to develop a
structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such
invalidity.
Section 11.07 Exhibits.
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.
Section 11.08 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as
well as the singular, and the use of any gender herein shall be deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles;
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(iii) references herein to "Articles", "Sections", Subsections", "Paragraphs", and other subdivisions without reference to
a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in
the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
(v) the words "herein", "hereof ", "hereunder" and other words of similar import refer to this Agreement as a whole and
not to any particular provision;
(vi) the term "include" or "including" shall mean without limitation by reason of enumeration; and
(viii) headings of the Articles and Sections in this Agreement are for reference purposes only and shall not be deemed to
have any substantive effect.
Section 11.09 Reproduction of Documents.
This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and modifications
which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial statements, certificates
and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence.
Section 11.10 Confidentiality of Information.
Each party recognizes that, in connection with this Agreement, it may become privy to non-public information regarding the
financial condition, operations and prospects of the other party. Each party agrees to keep all non-public information regarding the
other party strictly confidential, and to use all such information solely in order to effectuate the purpose of the Agreement,
provided that each party may provide confidential information to its employees, agents and affiliates who have a need to know such
information in order to effectuate the transaction, provided further that such information is identified as confidential non-public
information. In addition, confidential information may be provided to a regulatory authority with supervisory power over Purchaser,
provided such information is identified as confidential non-public information.
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Notwithstanding other provisions of this Section 16.14 or any other express or implied agreement, arrangement, or
understanding to the contrary, the Company and Purchaser (the “Parties”) agree that the Parties (and their employees, representatives
and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the
purported or claimed U.S. federal income tax treatment of the purchase of the Mortgage Loans and related transactions covered by this
letter agreement (“tax treatment”) and any fact that may be relevant to understanding the tax treatment (“tax structure”) and all
materials of any kind (including opinions or other tax analyses) that are provided to the Parties relating to such tax treatment and
tax structure, except where confidentiality is reasonably necessary to comply with securities laws.
Section 11.11 Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, each of the Assignments is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable jurisdictions in which any or all of the Mortgaged
Properties are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by and at
the Company’s expense in the event recordation is either necessary under applicable law or requested by the Purchaser at its sole
option.
Section 11.12 Assignment.
The Purchaser shall have the right, without the consent of the Company, to assign, in whole or in part, its interest under this
Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser
hereunder, by executing an Assignment and Assumption Agreement substantially in the form of Exhibit D hereto and the assignee or
designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. In no event
shall Purchaser sell a partial interest in any Mortgage Loan without the written consent of Company, which consent shall not be
unreasonably denied. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee. The
Company shall have the right, only with the consent of the Purchaser or otherwise in accordance with this Agreement, to assign,
in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans.
Section 11.13 No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto
and the services of the Company shall be rendered as an independent contractor and not as agent for Purchaser.
Section 11.14 Execution: Successors and Assigns.
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This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts,
each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same
agreement. Subject to this Agreement shall inure to the benefit of and be binding upon the Company and the Purchaser and their
respective successors and assigns.
Section 11.15 Entire Agreement.The Company acknowledges that no representations, agreements or promises were made to the Company by the Purchaser or any of
its employees other than those representations, agreements or promises specifically contained herein and in the Confirmation. The
Confirmation and this Agreement and the related Term Sheet sets forth the entire understanding between the parties hereto; provided,
however, only this Agreement and the related Term Sheet shall be binding upon all successors of both parties. In the event of any
inconsistency between the Confirmation and this Agreement, this Agreement and the related Term Sheet shall control.
Section 11.16. No Solicitation.
From and after the Closing Date, the Company agrees that it will not take any action or permit or cause any action to be
taken by any of its agents or affiliates, to personally, by telephone or mail, solicit the borrower or obligor under any Mortgage
Loan to refinance the Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. Notwithstanding the
foregoing, it is understood and agreed that (i) promotions undertaken by the Company or any affiliate of the Company which are
directed to the general public at large, or segments thereof, provided that no segment shall consist primarily of the Mortgage Loans,
including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television
advertisements and (ii) responses to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor, shall not
constitute solicitation under this Section 11.16. This Section 11.16 shall not be deemed to preclude the Company or any of its
affiliates from soliciting any Mortgagor for any other financial products or services. The Company shall use its best efforts to
prevent the sale of the name of any Mortgagor to any Person who is not affiliate of the Company.
Section 11.17. Closing.
The closing for the purchase and sale of the Mortgage Loans shall take place on the related Closing Date. The closing shall
be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the
parties shall agree.
The closing for the Mortgage Loans to be purchased on the related Closing Date shall be subject to each of the following
conditions:
(a) at least one (1) Business Day prior to the related Closing Date, the Company shall deliver to the Purchaser a
magnetic diskette, or transmit by modem, a listing on a loan-level basis of the information contained in the related Mortgage Loan
Schedule attached to the related Term Sheet;
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(b) all of the representations and warranties of the Company under this Agreement shall be materially true and correct
as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a
material default under this Agreement;
(c) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all documents
required pursuant to this Agreement, the related Term Sheet, an opinion of counsel and an officer's certificate, all in such forms as
are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to
the terms hereof;
(d) the Company shall have delivered and released to the Purchaser (or its designee) on or prior to the related Closing
Date all documents required pursuant to the terms of this Agreement and the related Term Sheet; and
(e) all other terms and conditions of this Agreement, the related Term Sheet and the Confirmation shall have been
materially complied with.
Subject to the foregoing conditions, the Purchaser shall pay to the Company on the related Closing Date the Purchase Price,
plus accrued interest pursuant to Section 2.02 of this Agreement, by wire transfer of immediately available funds to the account
designated by the Company.
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the related Closing
Date, on one or more dates (each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more pass-through transfers (each, a
"Pass-Through Transfer").
The Company agrees to execute in connection with any agreements among the Purchaser, the Company, and any servicer in
connection with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D
hereto, or, at Purchaser’s request, a seller's warranties and servicing agreement or a participation and servicing agreement or
similar agreement in form and substance reasonably acceptable to the parties, and in connection with a Pass-Through Transfer, a
pooling and servicing agreement in form and substance reasonably acceptable to the parties, (collectively the agreements referred to
herein are designated, the "Reconstitution Agreements"). It is understood that any such Reconstitution Agreements will not contain
any greater obligations on the part of Company than are contained in this Agreement.
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With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Purchaser, the Company agrees
(1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence
procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser; (3) to restate the
representations and warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date"); and (4) to provide customary indemnification to the Purchaser and/or its affiliates
for any losses, claims, damages, and liabilities arising out of or based upon information the Company provided or caused to be
provided in connection with a Pass-Through Transfer. In that connection, the Company shall provide to such servicer or issuer, as
the case may be, and any other participants in such Reconstitution: (i) any and all information (including servicing portfolio
information) and appropriate verification of information (including servicing portfolio information) which may be reasonably
available to the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other
participant shall request upon reasonable demand; and (ii) such additional representations, warranties, covenants, opinions of
counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably agreed upon by the
Company and the Purchaser or any such other participant. In connection with each Pass-Through Transfer, the Company agrees to
provide reasonable and customary indemnification to the Purchaser and its affilates for disclosure contained in any offering document
relating to the Company or its affilates, the Mortgage Loans and the underwriting standards of the Mortgage Loans. The Purchaser
shall be responsible for the costs relating to the delivery of such information.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance
with the terms of, this Agreement and the related Term Sheet, and with respect thereto this Agreement and the related Term Sheet
shall remain in full force and effect.
Section 11.19. Reporting with Respect to a Reconstitution.
The Company agrees that with respect to any Mortgage Loan sold or transferred pursuant to a Reconstitution as described in
Section 11.18 of this Agreement (a “Reconstituted Mortgage Loan”), the Company, at its expense, shall provide the Purchaser with the
information set forth in Exhibit J attached hereto for each Reconstituted Mortgage Loan in such electronic format as may be mutually
agreed upon by both Purchaser and Company.
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IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION
Purchaser
By:________________________
Name:
Title:
GREENPOINT MORTGAGE FUNDING, INC.
Company
By: _______________________
Name:
Title:
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EXHIBIT A
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available
for inspection by the Purchaser, and which shall be retained by the Company in the Servicing File or delivered to the Purchaser or
its designee pursuant to Sections 2.04 and 2.05 of the Purchase, Warranties and Servicing Agreement.
1. The original Mortgage Note endorsed "Pay to the order of ____________________________________________________, without
recourse," and signed via original signature in the name of the Company by an authorized officer, with all intervening endorsements
showing a complete chain of title from the originator to the Company, together with any applicable riders. In no event may an
endorsement be a facsimile endorsement. If the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by
"[Company], successor by merger to the [name of predecessor]". If the Mortgage Loan was acquired or originated by the Company while
doing business under another name, the endorsement must be by "[Company] formerly known as [previous name]". Mortgage Notes may be
in the form of a lost note affidavit subject to Purchaser acceptability.
2. The original Mortgage (together with a standard adjustable rate mortgage rider) with evidence of recording thereon, or a
copy thereof certified by the public recording office in which such mortgage has been recorded or, if the original Mortgage has not
been returned from the applicable public recording office, a true certified copy, certified by the Company.
3. The original or certified copy, certified by the Company, of the Primary Mortgage Insurance Policy, if required.
4. The original Assignment, from the Company to _____________________________________, or in accordance with
Purchaser's instructions, which assignment shall, but for any blanks requested by Purchaser, be in form and substance acceptable for
recording. If the Mortgage Loan was acquired or originated by the Company while doing business under another name, the Assignment
must be by "[Company] formerly known as [previous name]". If the Mortgage Loan was acquired by the Company in a merger, the
endorsement must be by "[Company], successor by merger to the [name of predecessor]". None of the Assignments are blanket
assignments of mortgage.
5. The original policy of title insurance, including riders and endorsements thereto, or if the policy has not yet been
issued, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company.
6. Originals of all recorded intervening Assignments, or copies thereof, certified by the public recording office in
which such Assignments have been recorded showing a complete chain of title from the originator to the Company, with evidence of
recording thereon, or a copy thereof certified by the public recording office in which such Assignment has been recorded or, if the
original Assignment has not been returned from the applicable public recording office, a true certified copy, certified by the
Company.
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7. Originals, or copies thereof certified by the public recording office in which such documents have been recorded, of
each assumption, extension, modification, written assurance or substitution agreements, if applicable, or if the original of such
document has not been returned from the applicable public recording office, a true certified copy, certified by the Company.
8. If the Mortgage Note or Mortgage or any other material document or instrument relating to the Mortgage Loan has been
signed by a person on behalf of the Mortgagor, the original or copy of power of attorney or other instrument that authorized and
empowered such person to sign bearing evidence that such instrument has been recorded, if so required in the appropriate jurisdiction
where the Mortgaged Property is located, or a copy thereof certified by the public recording office in which such instrument has been
recorded or, if the original instrument has not been returned from the applicable public recording office, a true certified copy,
certified by the Company.
9. reserved.
10. Mortgage Loan closing statement (Form HUD-1) and any other truth-in-lending or real estate settlement procedure
forms required by law.
11. Residential loan application.
12. Uniform underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable equivalent.
13. Credit report on the mortgagor.
14. Business credit report, if applicable.
15. Residential appraisal report and attachments thereto.
16. The original of any guarantee executed in connection with the Mortgage Note.
17. Verification of employment and income except for Mortgage Loans originated under a limited documentation program,
all in accordance with Company's underwriting guidelines.
18. Verification of acceptable evidence of source and amount of down payment, in accordance with Company's underwriting
guidelines.
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19. Photograph of the Mortgaged Property (may be part of appraisal).
20. Survey of the Mortgaged Property, if any.
21. Sales contract, if applicable.
22. If available, termite report, structural engineer’s report, water portability and septic certification.
23. Any original security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.
24. Name affidavit, if applicable.
Notwithstanding anything to the contrary herein, Company may provide one certificate for all of the Mortgage Loans
indicating that the documents were delivered for recording.
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EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
______________, 2003
To: [_______________________]
(the "Depository")
As "Company" under the Purchase, Warranties and Servicing Agreement, dated as of [_____________________] 1, 200[_] (the
"Agreement"), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the
Agreement, to be designated as "[______________________________________], in trust for the [Purchaser], Owner of Adjustable Rate
Mortgage Loans". All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This letter
is submitted to you in duplicate. Please execute and return one original to us.
[__________________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above described account has been established under Account
Number [__________], at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided
above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as
defined in the Agreement.
[___________________________]
By:____________________________
Name:__________________________
Title:_________________________
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EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
_____________, 2003
To: [_______________________]
(the "Depository")
As “Company” under the Purchase Warranties and Servicing Agreement, dated as of [____________________]1, 200[_] (the
"Agreement"), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.06 of the
Agreement, to be designated as "[__________________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans,
and various Mortgagors." All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This
letter is submitted to you in duplicate. Please execute and return one original to us.
[_____________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above described account has been established under Account
Number __________, at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided
above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as
defined in the Agreement.
[______________________]
By:______________________________
Name:____________________________
Title:___________________________
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EXHIBIT D
FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is a Purchase, Assignment, Assumption and Recognition Agreement (this “PAAR Agreement”) made as of __________, 200__,
among EMC Mortgage Corporation (the “Assignor”), ___________________ (the “Assignee”), and _______________________ (the “Company”).
In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans (the
“Assigned Loans”) listed on Attachment 1 annexed hereto (the "Assigned Loan Schedule") now serviced by Company for Assignor and its
successors and assigns pursuant to the Purchase, Warranties and Servicing Agreement, dated as of _________, 200__, between Assignor
and Company (the “Purchase Agreement”) shall be subject to the terms of this PAAR Agreement. Capitalized terms used herein but not
defined shall have the meanings ascribed to them in the Purchase Agreement.
Purchase, Assignment and Assumption
1. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor in the
Assigned Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to and under the Purchase
Agreement.
2. Simultaneously with the execution hereof, (i) Assignee shall pay to Assignor the “Funding Amount” as set forth in
that certain letter agreement, dated as of _________ ____, between Assignee and Assignor (the “Confirmation”) and (ii) Assignor, at
its expense, shall have caused to be delivered to Assignee or its designee the Mortgage File for each Assigned Loan in Assignor's or
its custodian's possession, as set forth in the Purchase Agreement, along with, for each Assigned Loan, an endorsement of the
Mortgage Note from the Company, in blank, and an assignment of mortgage in recordable form from the Company, in blank. Assignee
shall pay the Funding Amount by wire transfer of immediately available funds to the account specified by Assignor. Assignee shall be
entitled to all scheduled payments due on the Assigned Loans after ___________, 200__ and all unscheduled payments or other proceeds
or other recoveries on the Assigned Loans received on and after _____________, 200__.
Representations, Warranties and Covenants
3. Assignor warrants and represents to Assignee and Company as of the date hereof:
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(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full
force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has
any notice of termination been given thereunder;
(b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of
its interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear from any and
all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good
title to each and every Assigned Loan, as well as any and all of Assignee’s interests, rights and obligations under the Purchase
Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;
(c) There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the
Purchase Agreement;
(d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any
Assigned Loan;
(e) Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;
(f) Assignor has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignor. This PAAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and
delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;
(h) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this PAAR
Agreement, or the consummation by it of the transactions contemplated hereby; and
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(i) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned
Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the
Securities Act of 1933, as amended (the “1933 Act”) or which would render the disposition of the Assigned Loans a violation of
Section 5 of the 1933 Act or require registration pursuant thereto.
4. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
(a) Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization and has all requisite power and authority to acquire, own and purchase the Assigned Loans;
(b) Assignee has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignee’s business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignee’s charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and
delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;
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(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this
PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and
(d) Assignee agrees to be bound as “Purchaser” by all of the terms, covenants and conditions of the Purchase Agreement
with respect to the Assigned Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor and
Company all of Assignor's obligations as “Purchaser” thereunder but solely with respect to such Assigned Loans.
5. Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is
in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect,
nor has any notice of termination been given thereunder;
(b) Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under
the Purchase Agreement;
(g) Company has full corporate power and authority to execute, deliver and perform its obligations under this PAAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Company’s business and will not conflict with, or result in a breach of, any
of the terms, conditions or provisions of Company’s charter or by-laws or any legal restriction, or any material
agreement or instrument to which Company is now a party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which Company or its property is subject. The execution,
delivery and performance by Company of this PAAR Agreement and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action on part of Company. This PAAR
Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery
by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against
Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and
by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at
law;
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(h) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignee in connection with the execution, delivery or performance by Company of
this PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and
(i) No event has occurred from the Closing Date to the date hereof which would render the representations and warranties as to
the related Assigned Loans made by the Company in Sections 3.01 and 3.02 of the Purchase Agreement to be untrue in
any material respect.
(j) Neither this AAR Agreement nor any certification, statement, report or other agreement, document or instrument furnished or
to be furnished by the Company pursuant to this AAR Agreement contains or will contain any materially untrue
statement of fact or omits or will omit to state a fact necessary to make the statements contained therein not
misleading.
Recognition of Assignee
6. From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans and will service the
Assigned Loans in accordance with the Purchase Agreement. It is the intention of Assignor, Company and Assignee that this PAAR
Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company
nor Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase
Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior
written consent of Assignee.
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Miscellaneous
7. All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this PAAR
Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid, as follows:
(a) In the case of Company,
____________________
____________________
____________________
____________________
____________________
With a copy to ______________________________________.
(c) In the case of Assignor,
____________________
____________________
____________________
____________________
____________________
(c) In the case of Assignee,
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Raylene Ruyle
Telecopier No.: (972) 444-2810
with a copy to:
83
___________________
383 Madison Avenue
New York, New York10179
Attention: ___________
Telecopier No.: (212) 272-____
8. Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the negotiations for,
documenting of and closing of the transactions contemplated by this PAAR Agreement.
9. This PAAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to
conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
10. No term or provision of this PAAR Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.
11. This PAAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into
which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
12. This PAAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Purchase Agreement to
the extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement.
13. This PAAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed
to be an original and all such counterparts shall constitute one and the same instrument.
14. In the event that any provision of this PAAR Agreement conflicts with any provision of the Purchase Agreement with
respect to the Assigned Loans, the terms of this PAAR Agreement shall control. In the event that any provision of this PAAR
Agreement conflicts with any provision of the Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall
control.
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[Modification of Purchase Agreement
16. The Company and Assignor hereby amend the Purchase Agreement as follows:
(a) The following definitions are added to Section 1.01 of the Purchase Agreement:
Securities Administrator: ________________________
Supplemental PMI Insurer: ________________________
Supplemental PMI Policy: The primary guarantee insurance policy of the Supplemental PMI Insurer attached hereto as Exhibit
J, or any successor Supplemental PMI Policy given to the Servicer by the Assignee.
Trustee: ________________________
(b) The following definition is amended and restated:
Insurance Proceeds: Proceeds of any Primary Mortgage Insurance Policy, the Supplemental PMI Policy, any title policy,
any hazard insurance policy or any other insurance policy covering a Mortgage Loan or other related Mortgaged Property,
including any amounts required to be deposited in the Custodial Account pursuant to Section 4.04, to the extent such proceeds
are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with
Accepted Servicing Practices.
(c) The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:
“In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the Supplemental PMI Insurer with respect to the Supplemental PMI Policy and, in this regard, to take such
action as shall be necessary to permit recovery under any Supplemental PMI Policy respecting a defaulted Mortgage Loan. Pursuant to
Section 4.04, any amounts collected by the Company under any Supplemental PMI Policy shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05.
In accordance with the Supplemental PMI Policy, the Company shall provide to the Supplemental PMI Insurer any required
information regarding the Mortgage Loans.
The Company shall provide to the [Securities Administrator] on a monthly basis via computer tape, or other mutually
acceptable format, the unpaid principal balance, insurer certificate number, lender loan number, and premium due the Supplemental PMI
Insurer for each Mortgage Loan covered by the Supplemental PMI Policy. In addition, the Company agrees to forward to the Purchaser
and the [Securities Administrator] any statements or other reports given by the Supplemental PMI Insurer to the Servicer in
connection with a claim under the Supplemental PMI Policy.”
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(d) Clause (vi) of Section 6.1 is amended to read as follows:
“Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty days,
or the Company fails to meet the servicer eligibility requirements of the Supplemental PMI Insurer; or”]
(e) Section ____ Annual Statement as to Compliance.
The Company will deliver to the Master Servicer on or before March 15 of each year, beginning with March 15, 200__, an
Officers' Certificate stating that (i) a review of the activities of the Company during the preceding calendar year and of
performance under this Agreement has been made under such officers' supervision, (ii) the Company has fully complied with the
provisions of this Agreement and (iii) to the best of such officers' knowledge, based on such review, the Company has fulfilled all
of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to such officer and the nature and status thereof.
(f) Section ____ Annual Certification.
(a) The Company will deliver to the Master Servicer, on or before March 15 of each year beginning March 15, 200__ a certification in
the form attached hereto as Exhibit __ with respect to the servicing reports delivered by the Company pursuant to this Agreement, the
Company’s compliance with the servicing obligations set forth in this Agreement and any other information within the control of the
Company. Such certification shall be signed by the senior officer in charge of servicing of the Company. In addition, the Company
shall provide such other information with respect to the Mortgage Loans and the servicing and administration thereof within the
control of the Company which shall be required to enable the Master Servicer, Trustee or Depositor, as applicable, to comply with the
reporting requirements of the Securities and Exchange Act of 1934, as amended.
86
IN WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
Assignor
By:_________________________________________
Name:_______________________________________
Title:______________________________________
_________________________________
Assignee
By:_________________________________________
Name:_______________________________________
Title:______________________________________
_________________________________
Company
By:_________________________________________
Name:_______________________________________
Title:______________________________________
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EXHIBIT ___
FORM OF COMPANY CERTIFICATION
I, [identify certifying individual], certify to the [Trustee] [Seller] [Securities Administrator] [Mortgage Loan Seller] [Purchaser]
and [Master Servicer] that:
1. I have reviewed the servicing reports prepared by [COMPANY] (the “Company”) pursuant to the [Servicing Agreement]
(the “Servicing Agreement”), dated as of __________ between __________ and the Company (as modified by the AAR Agreement (as defined
below) and delivered to [MASTER SERVICER] (the “Master Servicer”) pursuant to the Assignment, Assumption and Recognition Agreement
(the “AAR Agreement”), dated as of __________ among [ASSIGNOR] as Assignor, Company and [ASSIGNEE], as Assignee.
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading as of the last day of the period covered by such servicing reports.
3. Based on my knowledge, the servicing information required to be provided to the Master Servicer under the Servicing
Agreement and the AAR Agreement is included in these reports.
4. I am responsible for reviewing the activities performed the Company under the Servicing Agreement and the AAR
Agreement and based upon the review required under the Servicing Agreement and the AAR Agreement, and except as disclosed in the
Annual Statement of Compliance, the Company has fulfilled its obligations under the Servicing Agreement and the AAR Agreement.
5. I have disclosed to the Master Servicer's certified public accountants all significant deficiencies relating to the
Company's compliance with the minimum servicing standards in accordance with a review conduced in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing Agreement and the AAR Agreement.
Capitalized terms used but not defined herein have the meanings ascribed to them in the AAR Agreement.
Date:______________
_____________________
[Signature]
[Title]
88
EXHIBIT G
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
RE: Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________
Pursuant to a Purchase, Warranties and Servicing Agreement (the "Agreement") between the Company and the Purchaser, the undersigned
hereby certifies that he or she is an officer of the Company requesting release of the documents for the reason specified below. The
undersigned further certifies that:
(Check one of the items below)
_____ On _________________, the above captioned mortgage loan was paid in full or that the Company has been notified that payment
in full has been or will be escrowed. The Company hereby certifies that all amounts with respect to this loan which are required
under the Agreement have been or will be deposited in the Custodial Account as required.
_____ The above captioned loan is being repurchased pursuant to the terms of the Agreement. The Company hereby certifies that the
repurchase price has been credited to the Custodial Account as required under the Agreement.
_____ The above captioned loan is being placed in foreclosure and the original documents are required to proceed with the
foreclosure action. The Company hereby certifies that the documents will be returned to the Purchaser in the event of reinstatement.
_____ Other (explain)
_______________________________________________________
_______________________________________________________
All capitalized terms used herein and not defined shall have the meanings assigned to them in the Agreement.
Based on this certification and the indemnities provided for in the Agreement, please release to the Company all original
mortgage documents in your possession relating to this loan.
Dated:_________________
By:________________________________
Signature
___________________________________
Title
3
Send documents to: _____________________________________________
_____________________________________________
_____________________________________________
Acknowledgement:
Purchaser hereby acknowledges that all original documents previously released on the above captioned mortgage loan have
been returned and received by the Purchaser.
Dated:________________
By:________________________________
Signature
_______________________________
Title
4
EXHIBIT H
COMPANY’S UNDERWRITING GUIDELINES
5
EXHIBIT I
TERM SHEET
This TERM SHEET (the "Term Sheet") dated [______], between Greenpoint Mortgage Funding, Inc., a New York corporation,
located at 100 Wood Hollow Drive, Novato, California94945 (the “Company”) and EMC Mortgage Corporation, a Delaware corporation,
located at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas75038 (the "Purchaser") is made pursuant to the
terms and conditions of that certain Purchase, Warranties and Servicing Agreement (the "Agreement") dated as of September 1, 2003,
between the Company and the Purchaser, the provisions of which are incorporated herein as if set forth in full herein, as such terms
and conditions may be modified or supplemented hereby. All initially capitalized terms used herein unless otherwise defined shall
have the meanings ascribed thereto in the Agreement.
The Purchaser hereby purchases from the Company and the Company hereby sells to the Purchaser, all of the Company’s right,
title and interest in and to the Mortgage Loans described on the Mortgage Loan Schedule annexed hereto as Schedule I, pursuant to and
in accordance with the terms and conditions set forth in the Agreement, as same may be supplemented or modified hereby. Hereinafter,
the Company shall service the Mortgage Loans for the benefit of the Purchaser and all subsequent transferees of the Mortgage Loans
pursuant to and in accordance with the terms and conditions set forth in the Agreement.
1. Definitions
For purposes of the Mortgage Loans to be sold pursuant to this Term Sheet, the following terms shall have the following
meanings:
Aggregate Principal Balance
(as of the Cut-Off Date):
Closing Date:Custodian:Cut-off Date:
Initial Weighted Average
Mortgage Loan Remittance Rate:
Mortgage Loan:
Purchase Price Percentage:
Servicing Fee Rate:
6
Additional Closing Conditions:
In addition to the conditions specified in the Agreement, the obligation of each of the Company and the Purchaser is subject to the
fulfillment, on or prior to the applicable Closing Date, of the following additional conditions: [None].
Additional Loan Documents:
In addition to the contents of the Mortgage File specified in the Agreement, the following documents shall be delivered with respect
to the Mortgage Loans: [None]
[Additional] [Modification] of Representations and Warranties:
[In addition to the representations and warranties set forth in the Agreement, as of the date hereof, the Company makes the
following additional representations and warranties with respect to the Mortgage Loans: [None]. [Notwithstanding anything to
the contrary set forth in the Agreement, with respect to each Mortgage Loan to be sold on the Closing Date, the representation
and warranty set forth in Section ______ of the Agreement shall be modified to read as follows:]
Except as modified herein, Section ______ of the Agreement shall remain in full force and effect as of the date hereof.
7
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective duly
authorized officers as of the date first above written.
GREENPOINT MORTGAGE FUNDING, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
EMC MORTGAGE CORPORATION
By:_________________________________________
Name:_______________________________________
Title:______________________________________
8
EXHIBIT J
RECONSTITUTED MORTGAGE LOAN REPORTING
(a) Servicer Mortgage Loan Number
(b) FNMA Mortgage Loan Number (if applicable)
(c) Lender/Seller Mortgage Loan Number (if available)
(d) Scheduled Balance (scheduled end of month balance reporting to Master Servicer/Trustee)
(e) Actual Balance (actual end of month balance received from Mortgagor)
(f) Gross Rate (current gross rate)
(g) Net Rate (current passthrough)
(h) Last Payment Date (LPI_DATE in Fannie's Laser Reporting)
(i) Delinquency Month (if available)
(j) Default Flag, i.e. FC, REO, etc. (if available)
(k) Pay-In-Full Date (Mortgage Loan paid off by Mortgagor)
(l) Foreclosure start date
(m) Foreclosure end date
(n) REO Property date
(o) With respect to Liquidated Mortgage Loans:
(i) amount of loss or gain (as applicable)
(ii) the date of the loss or gain.
(iii) the liquidation reason (paid in full or repurchased out of deal)
(p) Fannie's Laser Reporting
(i) Action Code (for default or paid off Mortgage Loans; i.e. 60, 65, etc.)
(ii) Action Date
(iii) Remit Prin (submitted principal amount)
(iv) Remit Int (submitted interest amount)
(v) Pool/Invest indicator (indicating Schedule/Schedule or Actual/Actual pool)
10
EXHIBIT I-28
AMENDMENT NUMBER ONE
to the
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of January 1, 2006
between
EMC MORTGAGE CORPORATION,
as Purchaser
and
GREENPOINT MORTGAGE FUNDING, INC.,
as Company
This AMENDMENT NUMBER ONE (this “Amendment”) is made and entered into this 1st day of January, 2006, by and between EMC
Mortgage Corporation, a Delaware corporation, as purchaser (the “Purchaser”) and GreenPoint Mortgage Funding, Inc., as company (the
“Company”) in connection with the Purchase, Warranties and Servicing Agreement, dated as of September 1, 2003, between the above
mentioned parties (the “Agreement”). This Amendment is made pursuant to Section 11.02 of the Agreement.
RECITALS
WHEREAS, the parties hereto have entered into the Agreement;
WHEREAS, the Agreement provides that the parties thereto may enter into an amendment to the Agreement;
WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment; and
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the
Agreement.
2. Article I of the Agreement is hereby amended effective as of the date hereof by adding the following definitions to
Section 1.01:
11
Commission or SEC: The Securities and Exchange Commission.
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Master Servicer: With respect to any Securitization Transaction, the “master servicer,” if any, identified in the related
transaction documents.
Pass-Through Transfer: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans
directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated
mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on
which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part,
of some or all of the Mortgage Loans.
Prepayment Charge: Any prepayment premium, penalty or charge payable by a Mortgagor in connection with any Principal
Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided that the following conditions
are satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Company and such Person that contemplated
that such Person would underwrite mortgage loans from time to time, for sale to the Company, in accordance with underwriting
guidelines designated by the Company (“Designated Guidelines”) or guidelines that do not vary materially from such Designated
Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the Company
within 180 days after origination; (iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated,
used by the Company in origination of mortgage loans of the same type as the Mortgage Loans for the Company’s own account or (y) the
Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for
use by lenders in originating mortgage loans to be purchased by the Company; and (iv) the Company employed, at the time such Mortgage
Loans were acquired by the Company, pre-purchase or post-purchase quality assurance procedures (which may involve, among other
things, review of a sample of mortgage loans purchased during a particular time period or through particular channels) designed to
ensure that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as amended from
time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.
12
Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage
Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or
unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the
payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole
or in part, of some or all of the Mortgage Loans.
Servicing Criteria: As of any date of determination, the “servicing criteria” set forth in Item 1122(d) of Regulation AB,
or any amendments thereto, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit M for
convenience of reference only. In the event of a conflict or inconsistency between the terms of Exhibit M and the text of Item
1122(d) of Regulation AB, the text of Item 1122(d) of Regulation AB shall control (or those Servicing Criteria otherwise mutually
agreed to by the Purchaser, the Company and any Person that will be responsible for signing any Sarbanes Certification with respect
to a Securitization Transaction in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit M).
Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Company
or a Subservicer.
Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the
Company.
3. Article I of the Agreement is hereby amended effective as of the date hereof by deleting in its entirety the
definition of Subservicer in Section 1.01 and replacing it with the following:
Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any Subservicer and is responsible for the
performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Company under this Agreement or any applicable Reconstitution Agreement that are identified in Item
1122(d) of Regulation AB.
4. Article I of the Agreement is hereby amended effective as of the date hereof by deleting in its entirety the
definition of Principal Prepayment in Section 1.01 and replacing it with the following:
13
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial which is received in
advance of its scheduled Due Date, including any Prepayment Charge and which is not accompanied by an amount of interest representing
scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
5. Article III of the Agreement is hereby amended effective as of the date hereof by revising Section 3.01(n) as
follows (new text underlined):
(n) Company has delivered to the Purchaser financial statements of its parent, for its last two complete fiscal years.
All such financial information fairly presents the pertinent results of operations and financial position for the period identified
and has been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes
thereto. There has been no change in the servicing policies and procedures, business, operations, financial condition, properties or
assets of the Company since the date of the Company’s financial information that would have a material adverse effect on its ability
to perform its obligations under this Agreement;
6. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(p):
(p) As of the date of each Pass-Through Transfer, and except as has been otherwise disclosed to the Purchaser, any
Master Servicer and any Depositor: (1) the Company is not aware and has not received notice that any default or servicing related
performance trigger has occurred as to any other securitization due to any act or failure to act of the Company; (2) no material
noncompliance with applicable servicing criteria as to any other securitization has been disclosed or reported by the Company; (3)
the Company has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or
to application of a servicing performance test or trigger; (4) no material changes to the Company’s servicing policies and procedures
for similar loans has occurred in the preceding three years; (5) there are no aspects of the Company’s financial condition that could
have a material adverse impact on the performance by the Company of its obligations hereunder; (6) there are no legal proceedings
pending, or known to be contemplated by governmental authorities, against the Company that could be material to investors in the
securities issued in such Pass-Through Transfer; and (7) there are no affiliations, relationships or transactions relating to the
Company of a type that are described under Item 1119 of Regulation AB.
7. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(q):
(q) If so requested by the Purchaser or any Depositor on any date, the Company shall, within five Business Days
following such request, confirm in writing the accuracy of the representations and warranties set forth in Section 3.01(p) of this
Section or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate
disclosure of the pertinent facts, in writing, to the requesting party.
14
8. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(r):
(r) Notwithstanding anything to the contrary in the Agreement, the Company shall (or shall cause each Subservicer and
Third-Party Originator to) (i) immediately notify the Purchaser, any Master Servicer and any Depositor in writing of (A) any
litigation or governmental proceedings pending against the Company, any Subservicer or any Third-Party Originator that could be
material to investors in the securities issued in a Pass-Through Transfer, (B) any affiliations or relationships that develop
following the closing date of a Pass-Through Transfer between the Company, any Subservicer or any Third-Party Originator and any of
the parties specified in clause (7) of paragraph (p) of this Section (and any other parties identified in writing by the requesting
party) with respect to such Pass-Through Transfer, (C) any Event of Default under the terms of this Agreement or any applicable
Reconstitution Agreement related thereto, (D) any merger, consolidation or sale of substantially all of the assets of the Company,
and (E) the Company’s entry into an agreement with a Subservicer to perform or assist in the performance of any of the Company’s
obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor a description of
such proceedings, affiliations or relationships.
All notifications pursuant to this Section 3.01(r), other than those pursuant to Section 3.01(r)(i)(A), should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
With a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Notifications pursuant to Section 3.01(r)(i)(A) should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
15
With copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
9. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(s):
(s) As a condition to the succession to the Company or any Subservicer as servicer or subservicer under this Agreement
or any applicable Reconstitution Agreement related thereto by any Person (i) into which the Company or such Subservicer may be merged
or consolidated, or (ii) which may be appointed as a successor to the Company or any Subservicer, the Company shall provide to the
Purchaser, any Master Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or
appointment, (x) written notice to the Purchaser, any Master Servicer and any Depositor of such succession or appointment and (y) in
writing and in form and substance reasonably satisfactory to the Purchaser, any Master Servicer and such Depositor, all information
reasonably requested by the Purchaser, any Master Servicer or any Depositor in order to comply with its reporting obligation under
Item 6.02 of Form 8-K with respect to any class of asset-backed securities.
10. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.02(xx):
With respect to each Mortgage Loan, information regarding the borrower credit files related to such Mortgage Loan has been
furnished to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable
implementing regulations.
11. Article IV of the Agreement is hereby amended effective as of the date hereof by adding this paragraph after the
first sentence of Section 4.01:
In addition, the Company shall furnish information regarding the borrower credit files related to such Mortgage Loan to
credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing
regulations.
16
12. Article IV of the Agreement is hereby amended effective as of the date hereof by deleting in its entirety the last
paragraph of Section 4.02 and replacing it with the following:
The Company shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall have been limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally, (ii) the enforcement
thereof is illegal, or any local, state or federal agency has threatened legal action if the prepayment penalty is enforced, (iii)
the mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard
and customary in servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the
reasonable judgment of the Company, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and
the related Mortgage Loan. If a Prepayment Charge is waived, but does not meet the standards described above, then the Company is
required to pay the amount of such waived Prepayment Charge by remitting such amount to the Purchaser by the Remittance Date.
13. Article IV of the Agreement is hereby amended effective as of the date hereof by revising the first paragraph of
Section 4.03 by adding the following after the first sentence:
In determining the delinquency status of any Mortgage Loan, the Company will use delinquency recognition policies as
described to and approved by the Purchaser, and shall revise these policies as requested by the Purchaser from time to time.
14. Article V of the Agreement is hereby amended effective as of the date hereof by deleting Section 5.02 in its
entirety and replacing it with the following:
Section 5.02 Statements to the Purchaser.The Company shall furnish to Purchaser an individual loan accounting report, as of the last Business Day of each month, in
the Company's assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With
respect to each month, the corresponding individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on a disk or tape or other computer-readable format in such format as may be mutually agreed upon
by both Purchaser and Company, and no later than the fifth Business Day of the following month in hard copy, and shall contain the
following:
(i) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to principal
(including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or
premiums, along with a detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to interest;
17
(iii) with respect to each Mortgage Loan, the amount of servicing compensation received by the Company during the prior
distribution period;
(iv) the Stated Principal Balance of each Mortgage Loan and the aggregate Stated Principal Balance of all Mortgage Loans
as of the first day of the distribution period and the last day of the distribution period;
(v) with respect to each Mortgage Loan, the current Mortgage Interest Rate;
(vi) with respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds and REO Disposition Proceeds received during the prior distribution period;
(vii) with respect to each Mortgage Loan, the amount of any Prepayment Interest Shortfalls paid by the Company in
accordance with Section 4.04(viii) during the prior distribution period;
(viii) the beginning and ending balances of the Custodial Account and Escrow Account;
(ix) the number of Mortgage Loans as of the first day of the distribution period and the last day of the distribution
period;
(x) with respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage Loan (a) delinquent as grouped in
the following intervals through final liquidation of such Mortgage Loan: 30 to 59 days, 60 to 89 days, 90 days or more; (b) as to
which foreclosure has commenced; and (c) as to which REO Property has been acquired;
(xi) with respect to each Mortgage Loan, the amount and severity of any realized loss following liquidation of such
Mortgage Loan;
(xii) with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans, the amount of any Monthly Advances
made by the Company during the prior distribution period;
(xiii) with respect to each Mortgage Loan, a description of any Servicing Advances made by the Company with respect to such
Mortgage Loan including the amount, terms and general purpose of such Servicing Advances, and the aggregate amount of Servicing
Advances for all Mortgage Loans during the prior distribution period;
(xiv) with respect to each Mortgage Loan, a description of any Nonrecoverable Advances made by the Company with respect to
such Mortgage Loan including the amount, terms and general purpose of such Nonrecoverable Advances, and the aggregate amount of
Nonrecoverable Advances for all Mortgage Loans during the prior distribution period;
(xv) with respect to each Mortgage Loan, a description of any Monthly Advances, Servicing Advances and Nonrecoverable
Advances reimbursed to the Company with respect to such Mortgage Loan during the prior distribution period pursuant to Section 4.05,
and the source of funds for such reimbursement, and the aggregate amount of any Monthly Advances, Servicing Advances and
Nonrecoverable Advances reimbursed to the Company for all Mortgage Loans during the prior distribution period pursuant to Section
4.05;
18
(xvi) with respect to any Mortgage Loan, a description of any material modifications, extensions or waivers to the terms,
fees, penalties or payments of such Mortgage Loan during the prior distribution period or that have cumulatively become material over
time;
(xvii) a description of any material breach of a representation or warranty set forth in Section 3.01 or Section 3.02
herein or of any other breach of a covenant or condition contained herein and the status of any resolution of such breach;
(xviii) with respect to each Mortgage Loan, the Stated Principal Balance of any substitute Mortgage Loan provided by the
Company and the Stated Principal Balance of any Mortgage Loan that has been replaced by a substitute Mortgage Loan in accordance with
Section 3.03 herein;
(xix) with respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage Loan that has been repurchased by
the Company in accordance with Section 3.03 herein.
In addition, the Company shall provide to the Purchaser such other information known or available to the Company that is
necessary in order to provide the distribution and pool performance information as required under Item 1121 of Regulation AB, as
amended from time to time, as determined by the Purchaser in its sole discretion. The Company shall also provide a monthly report,
in the form of Exhibit E hereto, or such other form as is mutually acceptable to the Company, the Purchaser and any Master Servicer,
Exhibit F with respect to defaulted mortgage loans and Exhibit P, with respect to realized losses and gains, with each such
report.
The Company shall prepare and file any and all information statements or other filings required to be delivered to any
governmental taxing authority or to Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Company shall provide Purchaser with such information concerning the Mortgage Loans as is
necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.
In addition, not more than sixty (60) days after the end of each calendar year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable federal
income tax law as to the aggregate of remittances for the applicable portion of such year.
15. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.04 in its
entirety and replacing it with the following:
Section 6.04 Annual Statement as to Compliance; Annual Certification.
19
(a) The Company will deliver to the Purchaser and any Master Servicer, not later than March 1 of each calendar year
beginning in 2007, an Officers’ Certificate acceptable to the Purchaser (an “Annual Statement of Compliance”) stating, as to each
signatory thereof, that (i) a review of the activities of the Company during the preceding calendar year (or applicable portion
thereof) and of performance under this Agreement or other applicable servicing agreement has been made under such officers’
supervision and (ii) to the best of such officers’ knowledge, based on such review, the Company has fulfilled all of its obligations
under this Agreement or other applicable servicing agreement in all material respects throughout such year (or applicable portion
thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known
to such officer and the nature and status of cure provisions thereof. Such Annual Statement of Compliance shall contain no
restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser upon request and
by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Company has
delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall deliver an officer’s
certificate (an “Annual Certification”) of the Subservicer as described above as to each Subservicer as and when required with
respect to the Company.
(b) With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, by March 1 of each calendar year
beginning in 2007, an officer of the Company shall execute and deliver an Annual Certification to the Purchaser, any Master Servicer
and any related Depositor for the benefit of each such entity and such entity’s affiliates and the officers, directors and agents of
any such entity and such entity’s affiliates, in the form attached hereto as Exhibit L. In the event that the Company has delegated
any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall deliver an Annual Certification
of the Subservicer as described above as to each Subservicer as and when required with respect to the Company.
(c) If the Company cannot deliver the related Annual Statement of Compliance or Annual Certification by March 1st of
such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Annual Statement of Compliance
or Annual Certification, but in no event later than March 10th of such year.
Failure of the Company to timely comply with this Section 6.04 shall be deemed an Event of Default, automatically, without
notice and without any cure period, unless otherwise agreed to by the Purchaser as set forth in 6.04(c), and Purchaser may, in
addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including
injunctive relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in and
to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, as provided in Section 9.01. Such
termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any other
provision in this Agreement or any other agreement to the contrary.
16. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.05 in its
entirety and replacing it with the following:
20
Section 6.05 [Reserved]
17. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
6.07:
Section 6.07 Assessment of Compliance with Servicing Criteria.
On and after January 1, 2006, the Company shall service and administer, and shall cause each subservicer to servicer or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, the Company shall deliver to the
Purchaser or its designee, any Master Servicer and any Depositor on or before March 1 of each calendar year beginning in 2007, a
report (an “Assessment of Compliance”) reasonably satisfactory to the Purchaser, any Master Servicer and any Depositor regarding the
Company’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122 of Regulation AB or as otherwise required by the Master Servicer, which as of the date
hereof, require a report by an authorized officer of the Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to
the Company;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing
Criteria applicable to the Company;
(c) An assessment by such officer of the Company’s compliance with the applicable Servicing Criteria for the period
consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during
such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken
as a whole involving the Company, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Company’s Assessment of
Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Company, which statement shall
be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Company,
that are backed by the same asset type as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form
of Exhibit O hereto delivered to the Purchaser concurrently with the execution of this Agreement.
21
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, on or before March 1 of each calendar
year beginning in 2007, the Company shall furnish to the Purchaser or its designee, any Master Servicer and any Depositor a report
(an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made
by the Company, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB or as otherwise required
by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted
by the Public Company Accounting Oversight Board.
The Company shall cause each Subservicer, and each Subcontractor determined by the Company pursuant to Section 11.20 to be
“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser, any Master
Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in Sections 6.07.
If the Company cannot deliver the related Assessment of Compliance or Attestation Report by March 1st of such year, the
Purchaser, at its sole option, may permit a cure period for the Company to deliver such Assessment of Compliance or Attestation
Report, but in no event later than March 10th of such year.
Failure of the Company to timely comply with this Section 6.07 shall be deemed an Event of Default, automatically, without
notice and without any cure period, unless otherwise agreed to by the Purchaser as described herein, and Purchaser may, in addition
to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive
relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Company for the same, as provided in Section 9.01. Such termination
shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any other provision in
this Agreement or any other agreement to the contrary.
18. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
6.08:
Section 6.08 Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that a purpose of Sections 3.01(p), 5.02, 6.04, 6.07 and 11.18 of this
Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and
regulations of the Commission. None of the Purchaser, any master Servicer or any Depositor shall exercise its right to request
delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Company acknowledges that
interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and
agrees to comply with requests made by the Purchaser or any Depositor in good faith for delivery of information under these
provisions on the basis of evolving interpretations of Regulation AB. In connection with any Pass-Through Transfer, the Company shall
cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any
and all statements, reports, certifications, records and any other information necessary in the good faith determination of the
Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with
such disclosures relating to the Company, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the
Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance.
22
19. Article IX of the Agreement is hereby amended effective as of the date hereof by deleting the first sentence of the
last paragraph of Section 9.01 and replacing it with the following (new text underlined):
Then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser,
by notice in writing to the Company (except in the case of an Event of Default under clauses (iii), (iv) or (v) above, or as
otherwise stated herein, in which case, automatically and without notice) may, in addition to whatever rights the Purchaser may have
under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all
the rights and obligations of the Company (and if the Company is servicing any of the Mortgage Loans in a Securitization Transaction,
appoint a successor servicer reasonably acceptable to any Master Servicer for such Securitization Transaction) under this Agreement
and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same.
20. Article IX of the Agreement is hereby amended effective as of the date hereof by adding the following at the end of
the last paragraph of Section 9.01:
The Company shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a master servicer) and any
Depositor, as applicable, for all reasonable expenses incurred by the Purchaser (or such designee) or such Depositor, as such are
incurred, in connection with the termination of the Company as servicer pursuant to this Section and the resulting transfer of
servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the
Purchaser or any Depositor may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement related
thereto or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.
21. Article XI of the Agreement is hereby amended effective as of the date hereof by restating Section 11.18 in its
entirety as follows:
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the related Closing
Date, on one or more dates (each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
23
(a) one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more Pass-Through Transfers.
The Company agrees to execute in connection with any agreements among the Purchaser, the Company, and any servicer in
connection with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D
hereto, or, at Purchaser’s request, a seller's warranties and servicing agreement or a participation and servicing agreement or
similar agreement in form and substance reasonably acceptable to the parties, and in connection with a Pass-Through Transfer, a
pooling and servicing agreement in form and substance reasonably acceptable to the parties, (collectively the agreements referred to
herein are designated, the “Reconstitution Agreements”). It is understood that any such Reconstitution Agreements will not contain
any greater obligations on the part of Company than are contained in this Agreement. Notwithstanding anything to the contrary in
this Section 11.18, the Company agrees that it is required to perform the obligations described in Exhibit K hereto.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Purchaser, the Company agrees
(1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence
procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser; (3) to restate the
representations and warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date").
In addition, the Company shall provide to such servicer or issuer, as the case may be, and any other participants in such
Reconstitution:
(i) any and all information and appropriate verification of information which may be reasonably available to the
Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall
request upon reasonable demand;
(ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates
of public officials or officers of the Company as are reasonably agreed upon by the Company and the Purchaser or any such other
participant;
(iii) within 5 Business Days after request by the Purchaser, the information with respect to the Company (as originator)
and each Third-Party Originator of the Mortgage Loans as required under Item 1110(a) and (b) of Regulation AB, a summary of the
requirements of which has of the date hereof is attached hereto as Exhibit N for convenience of reference only, as determined by
Purchaser in its sole discretion. If requested by the Purchaser, this will include information about the applicable credit-granting
or underwriting criteria;
24
(iv) within 5 Business Days after request by the Purchaser, the Company shall provide (or, as applicable, cause each
Third-Party Originator to provide) to the extent reasonably available to the Company Static Pool Information with respect to the
mortgage loans (of a similar type as the Mortgage Loans, as reasonably identified by the Purchaser as provided below) serviced by or
for the Company or any Third-Party Originator and originated by (i) the Company, if the Company is an originator of Mortgage Loans
(including as an acquirer of Mortgage Loans from a Qualified Correspondent), and/or (ii) each Third-Party Originator. Such Static
Pool Information shall be prepared by the Company (or Third-Party Originator) on the basis of its reasonable, good faith
interpretation of the requirements of Item 1105(a)(1)-(3) and (c) of Regulation AB for the period of time such Mortgage Loans were
serviced by or for the Company (or Third-Party Originator). To the extent that there is reasonably available to the Company (or
Third-Party Originator) Static Pool Information with respect to more than one mortgage loan type, the Purchaser or any Depositor
shall be entitled to specify whether some or all of such information shall be provided pursuant to this paragraph. The content of
such Static Pool Information may be in the form customarily provided by the Company, and need not be customized for the Purchaser or
any Depositor. Such Static Pool Information for each vintage origination year or prior securitized pool, as applicable, shall be
presented in increments no less frequently than quarterly over the life of the mortgage loans included in the vintage origination
year or prior securitized pool. The most recent periodic increment must be as of a date no later than 135 days prior to the date of
the prospectus or other offering document in which the Static Pool Information is to be included or incorporated by reference. The
Static Pool Information shall be provided in an electronic format that provides a permanent record of the information provided, such
as a portable document format (pdf) file, or other such electronic format reasonably required by the Purchaser or the Depositor, as
applicable;
(v) within 5 Business Days after request by the Purchaser, information with respect to the Company (as servicer) as
required by Item 1108(b) and (c) of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as
Exhibit N for convenience of reference only, as determined by Purchaser in its sole discretion. In the event that the Company has
delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall provide the
information required pursuant to this clause with respect to the Subservicer;
(vi) within 5 Business Days after request by the Purchaser,
(a) information regarding any legal proceedings pending (or known to be contemplated) against the Company (as
originator and as servicer) and each other originator of the Mortgage Loans and each Subservicer as required by Item 1117 of
Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit N for convenience
of reference only, as determined by Purchaser in its sole discretion,
(b) information regarding affiliations with respect to the Company (as originator and as servicer) and each other
originator of the Mortgage Loans and each Subservicer as required by Item 1119(a) of Regulation AB, a summary of the
requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of reference only, as determined
by Purchaser in its sole discretion, and
25
(c) information regarding relationships and transactions with respect to the Company (as originator and as servicer)
and each other originator of the Mortgage Loans and each Subservicer as required by Item 1119(b) and (c) of Regulation AB, a
summary of the requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of reference
only, as determined by Purchaser in its sole discretion;
(vii) if so requested by the Purchaser, the Company shall provide (or, as applicable, cause each Third-Party Originator to
provide), at the expense of the requesting party (to the extent of any additional incremental expense associated with delivery
pursuant to this Agreement), such statements and agreed-upon procedures letters of certified public accountants reasonably acceptable
to the Purchaser or Depositor, as applicable, pertaining to Static Pool Information relating to prior securitized pools for
securitizations closed on or after January 1, 2006 or, in the case of Static Pool Information with respect to the Company’s or
Third-Party Originator’s originations or purchases, to calendar months commencing January 1, 2006, or to any financial information
included in any other disclosure provided under this Section 11.18, as the Purchaser or such Depositor shall reasonably request. Such
statements and letters shall be addressed to and be for the benefit of such parties as the Purchaser or such Depositor shall
designate, which may include, by way of example, any Sponsor, any Depositor and any broker dealer acting as underwriter, placement
agent or initial purchaser with respect to a Pass-Through Transfer. Any such statement or letter may take the form of a standard,
generally applicable document accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or
such Depositor;
(viii) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of
asset-backed securities, the Company shall (or shall cause each Subservicer and Third-Party Originator to) (i) provide prompt notice
to the Purchaser, any Master Servicer and any Depositor in writing of (A) any litigation or governmental proceedings involving the
Company, any Subservicer or any Third-Party Originator that could be material to investors in the securities issued in a Pass-Through
Transfer, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the
Company, any Subservicer or any Third-Party Originator and any of the parties specified in clause (D) of paragraph (a) of this
Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C)
any Event of Default under the terms of this Agreement or any applicable Reconstitution Agreement related thereto, (D) any merger,
consolidation or sale of substantially all of the assets of the Company, and (E) the Company’s entry into an agreement with a
Subservicer to perform or assist in the performance of any of the Company’s obligations under this Agreement or any applicable
Reconstitution Agreement related thereto and (ii) provide to the Purchaser and any Depositor a description of such proceedings,
affiliations or relationships;
(ix) As a condition to the succession to the Company or any Subservicer as servicer or subservicer under this Agreement or
any applicable Reconstitution Agreement related thereto by any Person (i) into which the Company or such Subservicer may be merged or
consolidated, or (ii) which may be appointed as a successor to the Company or any Subservicer, the Company shall provide to the
Purchaser, any Master Servicer, and any Depositor, at least 15 calendar days prior to the effective date of such succession or
appointment, (x) written notice to the Purchaser and any Depositor of such succession or appointment and (y) in writing and in form
and substance reasonably satisfactory to the Purchaser and such Depositor, all information reasonably requested by the Purchaser or
any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed
securities;
26
(x) In addition to such information as the Company, as servicer, is obligated to provide pursuant to other provisions of
this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of
any Securitization Transaction that includes any of the Mortgage Loans serviced by the Company or any Subservicer, the Company or
such Subservicer, as applicable, shall, to the extent the Company or such Subservicer has knowledge, provide to the party responsible
for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along
with all information, data, and materials related thereto as may be required to be included in the related distribution report on
Form 10-D (as specified in the provisions of Regulation AB referenced below):
(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments
during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or transaction covenants (Item
1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities issuances backed by the same pool assets, any
pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other
criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB); and
(xi) The Company shall provide to the Purchaser, any Master Servicer and any Depositor, evidence of the authorization of the
person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance
policy, financial information and reports, and such other information related to the Company or any Subservicer or the Company or
such Subservicer’s performance hereunder.
In the event of a conflict or inconsistency between the terms of Exhibit N and the text of the applicable Item of Regulation
AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.
The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating
in a Pass-Through Transfer: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if
applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect
to such Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
Act with respect to such Pass-Through Transfer; each broker dealer acting as underwriter, placement agent or initial purchaser, each
Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of
the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the
foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and
expenses that any of them may sustain arising out of or based upon:
27
(i)(A) any untrue statement of a material fact contained or alleged to be contained in any written information, written
report, certification, data, accountants’ letter or other material provided under this Section 11.18 by or on behalf of the Company,
or provided under this Section 11.18 by or on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the
“Company Information”), or (B) the omission or alleged omission to state in the Company Information a material fact required to be
stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by
reference to the Company Information and not to any other information communicated in connection with a sale or purchase of
securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from
such other information;
(ii) any breach by the Company of its obligations under this Section 11.18, including particularly any failure by the
Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification,
accountants’ letter or other material when and as required under this Section 11.18, including any failure by the Company to identify
pursuant to Section 11.20 any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation
AB;
(iii) any breach by the Company of a representation or warranty set forth in Section 3.01 or in a writing furnished pursuant
to Section 3.01(q) and made as of a date prior to the closing date of the related Pass-Through Transfer, to the extent that such
breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished
pursuant to Section 3.01(q) to the extent made as of a date subsequent to such closing date; or
(iv) the negligence bad faith or willful misconduct of the Company in connection with its performance under this Section
11.18.
If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party,
then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims,
losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault
of such Indemnified Party on the one hand and the Company on the other.
In the case of any failure of performance described above, the Company shall promptly reimburse the Purchaser, any
Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed
with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d)
or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each
such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required
by the Company, any Subservicer, any Subcontractor or any Third-Party Originator.
28
This indemnification shall survive the termination of this Agreement or the termination of any party to this
Agreement.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance
with the terms of, this Agreement and the related Term Sheet, and with respect thereto this Agreement and the related Term Sheet
shall remain in full force and effect.
22. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
11.20:
Section 11.20. Use of Subservicers and Subcontractors.
(a) The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of
the Company as servicer under this Agreement or any applicable Reconstitution Agreement related thereto unless the Company complies
with the provisions of paragraph (b) of this Section. The Company shall not hire or otherwise utilize the services of any
Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of
the obligations of the Company as servicer under this Agreement or any applicable Reconstitution Agreement related thereto unless the
Company complies with the provisions of paragraph (d) of this Section.
(b) It shall not be necessary for the Company to seek the consent of the Purchaser, any Master Servicer or any Depositor
to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the
benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections 3.01(p), 3.01(s), 6.04,
6.07 and 11.18 of this Agreement to the same extent as if such Subservicer were the Company, and to provide the information required
with respect to such Subservicer under Section 3.01(r) of this Agreement. The Company shall be responsible for obtaining from each
Subservicer and delivering to the Purchaser, any Master Servicer and any Depositor any Annual Statement of Compliance required to be
delivered by such Subservicer under Section 6.04(a), any Assessment of Compliance and Attestation Report required to be delivered by
such Subservicer under Section 6.07 and any Annual Certification required under Section 6.04(b) as and when required to be delivered.
(c) It shall not be necessary for the Company to seek the consent of the Purchaser, any Master Servicer or any Depositor
to the utilization of any Subcontractor. The Company shall promptly upon request provide to the Purchaser, any Master Servicer and
any Depositor (or any designee of the Depositor, such as an administrator) a written description (in form and substance satisfactory
to the Purchaser, any Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company or
any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are
“participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing
Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this
paragraph.
29
(d) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any
Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 6.07 and 11.18 of this
Agreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any Assessment of Compliance and Attestation Report and the other
certificates required to be delivered by such Subservicer and such Subcontractor under Section 6.07, in each case as and when
required to be delivered.
23. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
11.21:
Section 11.21. Third Party Beneficiary.
For purposes of this Agreement, each Master Servicer shall be considered a third party beneficiary to this Agreement,
entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.
24. The Agreement is hereby amended as of the date hereof by deleting Exhibit E in its entirety and replacing it with
the following:
EXHIBIT E
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME The borrower name as received in the file. Maximum length of 30 (Last, 30
It is not separated by first and last name. First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs 11
interest payment that a borrower is expected ($)
to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
30
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT The new loan payment amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6
a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the beginning of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the end of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY 10
the borrower's next payment is due to the
Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10
first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10
third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
Action Code Key: 2
15=Bankruptcy,
30=Foreclosure, , 60=PIF,
63=Substitution,
65=Repurchase,70=REO
------------ ------------------------------ --------
ACTION_CODE The standard FNMA numeric code used to
indicate the default/delinquent status of a
particular loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or dollar signs 11
if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount 2 No commas(,) or dollar signs 11
due at the beginning of the cycle date to be ($)
passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
31
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs 11
investors at the end of a processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs 11
the Servicer for the current cycle -- only ($)
applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable
for Scheduled/Scheduled Loans. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs 11
Servicer for the current reporting cycle -- ($)
only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The actual gross interest amount less the
service fee amount for the current reporting No commas(,) or dollar signs
ACTL_NET_INT cycle as reported by the Servicer -- only 2 ($) 11
applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs 11
prepays on his loan as reported by the ($)
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
25. The Agreement is hereby amended as of the date hereof by adding the following new Exhibit F:
EXHIBIT F
REPORTING DATA FOR DEFAULTED LOANS
Standard File Layout - Delinquency Reporting
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Column/Header Name Description Decimal Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR A unique identifier assigned to each loan by the
originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans in
their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ADDRESS Street Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE The state where the property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due MM/DD/YYYY
to the servicer at the end of processing cycle, as
reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
32
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,)
sale. or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE A code that indicates the condition of the
property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
33
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Exhibit 2: Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
34
NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry
standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property code as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
------------------------ ---------------------------------------------------------
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor&#146;s family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor&#146;s family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
35
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
------------------------ -------------------------------------------------------
Status Code Status Description
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
62 Veteran&#146;s Affairs-No Bid
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
63 Veteran&#146;s Affairs-Refund
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
64 Veteran&#146;s Affairs-Buydown
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ -------------------------------------------------------
26. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit K:
EXHIBIT K
COMPANY&#146;S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
&#149; The Company shall (i) possess the ability to service to a securitization; (ii) service on a &#147;Scheduled/Scheduled&#148;
reporting basis (advancing through the liquidation of an REO Property), (iii) make compensating interest payments on payoffs and
curtailments and (iv) remit and report to a Master Servicer in format acceptable to such Master Servicer by the 10th calendar day of
each month.
&#149; The Company shall provide an acceptable annual certification (officer&#146;s certificate) to the Master Servicer (as
required by the Sarbanes-Oxley Act of 2002) as well as any other annual certifications required under the securitization documents
(i.e. the annual statement as to compliance/annual independent certified public accountants&#146; servicing report due by March 1 of each
year).
37
&#149; The Company shall allow for the Purchaser, the Master Servicer or their designee to perform a review of audited
financials and net worth of the Company.
&#149; The Company shall provide information on each Custodial Account as requested by the Master Servicer or the
Purchaser, and each Custodial Accounts shall comply with the requirements for such accounts as set forth in the securitization
documents.
&#149; The Company shall maintain its servicing system in accordance with the requirements of the Master Servicer.
27. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit L:
EXHIBIT L
FORM OF COMPANY CERTIFICATION
Re: The [ ] agreement dated as of [ l, 200[ ] (the &#147;Agreement&#148;), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF COMPANY] (the &#147;Company&#148;), certify to [the
Purchaser], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:
I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation
AB (the &#147;Compliance Statement&#148;), the report on assessment of the Company&#146;s compliance with the servicing criteria set forth
in Item 1122(d) of Regulation AB (the &#147;Servicing Criteria&#148;), provided in accordance with Rules 13a-18 and 15d-18 under
Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;) and Item 1122 of Regulation AB (the &#147;Servicing
Assessment&#148;), the registered public accounting firm&#146;s attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the &#147;Attestation Report&#148;), and all servicing reports, officer&#146;s
certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were
delivered by the Company to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement
(collectively, the &#147;Company Servicing Information&#148;);
Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances
under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing
Information;
38
Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the
Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];
I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on
my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the
Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under
the Agreement in all material respects; and
The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the Servicing Assessment and
Attestation Report required to be provided by the Company and by any Subservicer and Subcontractor pursuant to the Agreement, have
been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described in such reports have been
disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed
in such reports.
28. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit M:
EXHIBIT M
SUMMARY OF REGULATION AB
SERVICING CRITERIA
NOTE: This Exhibit M is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms of
this Exhibit M and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the SEC
shall control.
Item 1122(d)
(i) General servicing considerations.
(A) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with
the transaction agreements.
(B) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the
third party&#146;s performance and compliance with such servicing activities.
(C) Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
(D) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
(ii) Cash collection and administration.
(A) Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no
more than two business days following receipt, or such other number of days specified in the transaction agreements.
(B) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
(C) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged
for such advances, are made, reviewed and approved as specified in the transaction agreements.
39
(D) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction
agreements.
(E) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction
agreements. For purposes of this criterion, &#147;federally insured depository institution&#148; with respect to a foreign financial
institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
(F) Unissued checks are safeguarded so as to prevent unauthorized access.
(G) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in
the transaction agreements.
(iii) Investor remittances and reporting.
(A) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the
transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors&#146; or
the trustee&#146;s records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.
40
(B) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set
forth in the transaction agreements.
(C) Disbursements made to an investor are posted within two business days to the Servicer&#146;s investor records, or such other
number of days specified in the transaction agreements.
(D) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial
bank statements.
(iv) Mortgage Loan administration.
(A) Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan
documents.
(B) Mortgage loan and related documents are safeguarded as required by the transaction agreements.
(C) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions
or requirements in the transaction agreements.
(D) Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to
the Servicer&#146;s obligor records maintained no more than two business days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage
loan documents.
(E) The Servicer&#146;s records regarding the mortgage loans agree with the Servicer&#146;s records with respect to an obligor&#146;s unpaid
principal balance.
(F) Changes with respect to the terms or status of an obligor&#146;s mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with the transaction agreements and related mortgage loan documents.
(G) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures
and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
(H) Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction
agreements, and describe the entity&#146;s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
41
(I) Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related
mortgage loan documents.
(J) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with
the obligor&#146;s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
(C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
(K) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or
expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by
the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
(L) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer&#146;s
funds and not charged to the obligor, unless the late payment was due to the obligor&#146;s error or omission.
(M) Disbursements made on behalf of an obligor are posted within two business days to the obligor&#146;s records maintained by the
Servicer, or such other number of days specified in the transaction agreements.
(N) Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the transaction
agreements.
(O) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is
maintained as set forth in the transaction agreements.
29. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit N:
EXHIBIT N
SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE: This Exhibit N is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms of
this Exhibit N and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the SEC
shall control.
Item 1105(a)(1)-(3) and (c)
-Provide static pool information with respect to mortgage loans that were originated or purchased by the Company and which
are of the same type as the Mortgage Loans.
42
-Provide static pool information regarding delinquencies, cumulative losses and prepayments for prior securitized pools of
the Company.
-If the Company has less than 3 years experience securitizing assets of the same type as the Mortgage Loans, provide the
static pool information by vintage origination years regarding loans originated or purchased by the Company, instead of by prior
securitized pool. A vintage origination year represents mortgage loans originated during the same year.
-Such static pool information shall be for the prior five years, or for so long as the Company has been originating or
purchasing (in the case of data by vintage origination year) or securitizing (in the case of data by prior securitized pools) such
mortgage loans if for less than five years.
-The static pool information for each vintage origination year or prior securitized pool, as applicable, shall be presented
in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool.
-Provide summary information for the original characteristics of the prior securitized pools or vintage origination years,
as applicable and material, including: number of pool assets, original pool balance, weighted average initial loan balance, weighted
average mortgage rate, weighted average and minimum and maximum FICO, product type, loan purpose, weighted average and minimum and
maximum LTV, distribution of loans by mortgage rate, and geographic concentrations of 5% or more.
Item 1108(b) and (c)
Provide the following information with respect to each servicer that will service, including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:
-a description of the Company&#146;s form of organization;
-a description of how long the Company has been servicing residential mortgage loans; a general discussion of the Company&#146;s
experience in servicing assets of any type as well as a more detailed discussion of the Company&#146;s experience in, and procedures for
the servicing function it will perform under this Agreement and any Reconstitution Agreements; information regarding the size,
composition and growth of the Company&#146;s portfolio of mortgage loans of the type similar to the Mortgage Loans and information on
factors related to the Company that may be material to any analysis of the servicing of the Mortgage Loans or the related
asset-backed securities, as applicable, including whether any default or servicing related performance trigger has occurred as to any
other securitization due to any act or failure to act of the Company, whether any material noncompliance with applicable servicing
criteria as to any other securitization has been disclosed or reported by the Company, and the extent of outsourcing the Company uses;
43
-a description of any material changes to the Company&#146;s policies or procedures in the servicing function it will perform
under this Agreement and any Reconstitution Agreements for mortgage loans of the type similar to the Mortgage Loans during the past
three years;
-information regarding the Company&#146;s financial condition to the extent that there is a material risk that the effect on one
or more aspects of servicing resulting from such financial condition could have a material impact on the performance of the
securities issued in the Pass-Through Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;
-any special or unique factors involved in servicing loans of the same type as the Mortgage Loans, and the Company&#146;s
processes and procedures designed to address such factors;
-statistical information regarding principal and interest advances made by the Company on the Mortgage Loans and the
Company&#146;s overall servicing portfolio for the past three years; and
-the Company&#146;s process for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.
Item 1110(a)
-Identify any originator or group of affiliated originators that originated, or is expected to originate, 10% or more of the
mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer.
Item 1110(b)
Provide the following information with respect to any originator or group of affiliated originators that originated, or is
expected to originate, 20% or more of the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:
-the Company&#146;s form of organization; and
-a description of the Company&#146;s origination program and how long the Company has been engaged in originating residential
mortgage loans, which description must include a discussion of the Company&#146;s experience in originating mortgage loans of the same
type as the Mortgage Loans and information regarding the size and composition of the Company&#146;s origination portfolio as well as
information that may be material to an analysis of the performance of the Mortgage Loans, such as the Company&#146;s credit-granting or
underwriting criteria for mortgage loans of the same type as the Mortgage Loans.
Item 1117
44
-describe any legal proceedings pending against the Company or against any of its property, including any proceedings known
to be contemplated by governmental authorities, that may be material to the holders of the securities issued in the Pass-Through
Transfer.
Item 1119(a)
-describe any affiliations of the Company, each other originator of the Mortgage Loans and each Subservicer with the
sponsor, depositor, issuing entity, trustee, any originator, any other servicer, any significant obligor, enhancement or support
provider or any other material parties related to the Pass-Through Transfer.
Item 1119(b)
-describe any business relationship, agreement, arrangement, transaction or understanding entered into outside of the
ordinary course of business or on terms other than those obtained in an arm&#146;s length transaction with an unrelated third party, apart
from the Pass-Through Transfer, between the Company, each other originator of the Mortgage Loans and each Subservicer, or their
respective affiliates, and the sponsor, depositor or issuing entity or their respective affiliates, that exists currently or has
existed during the past two years, that may be material to the understanding of an investor in the securities issued in the
Pass-Through Transfer.
Item 1119(c)
-describe any business relationship, agreement, arrangement, transaction or understanding involving or relating to the
Mortgage Loans or the Pass-Through Transfer, including the material terms and approximate dollar amount involved, between the
Company, each other originator of the Mortgage Loans and each Subservicer, or their respective affiliates and the sponsor, depositor
or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.
30. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit O:
EXHIBIT O
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall address, at a minimum, the
criteria identified as below as &#147;Applicable Servicing Criteria&#148;:
45
--------------------------------------------------------------------------------------------- -----------------------
Servicing Criteria Applicable Servicing
Criteria
--------------------------------------------------------------------------------------------- -----------------------
Reference Criteria
----------------------- --------------------------------------------------------------------- -----------------------
General Servicing Considerations
----------------------- -----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance
or other triggers and events of default in accordance with the
transaction agreements.
----------------------- -----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the
third party&#146;s performance and compliance with such servicing
activities.
----------------------- -----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
----------------------- -----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
----------------------- -----------------------
Cash Collection and Administration
----------------------- -----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to
an investor are made only by authorized personnel.
----------------------- -----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
----------------------- -----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
----------------------- -----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction agreements.
For purposes of this criterion, &#147;federally insured depository
institution&#148; with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
----------------------- -----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized
access.
----------------------- -----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
----------------------- -----------------------
Investor Remittances and Reporting
----------------------- -----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors&#146; or the trustee&#146;s records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
----------------------- -----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
----------------------- -----------------------
46
Disbursements made to an investor are posted within two business
days to the Servicer&#146;s investor records, or such other number of
1122(d)(3)(iii) days specified in the transaction agreements.
----------------------- -----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank
1122(d)(3)(iv) statements.
----------------------- -----------------------
Pool Asset Administration
----------------------- -----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required
by the transaction agreements or related mortgage loan documents.
----------------------- -----------------------
Mortgage loan and related documents are safeguarded as required by
1122(d)(4)(ii) the transaction agreements
----------------------- -----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in
accordance with the related mortgage loan documents are posted to
the Servicer&#146;s obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
----------------------- -----------------------
1122(d)(4)(v) The Servicer&#146;s records regarding the mortgage loans agree with the
Servicer&#146;s records with respect to an obligor&#146;s unpaid principal
balance.
----------------------- -----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
----------------------- -----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
----------------------- -----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity&#146;s activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
----------------------- -----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans
with variable rates are computed based on the related mortgage loan
documents.
----------------------- -----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor&#146;s mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
----------------------- -----------------------
47
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be
made on behalf of an obligor are paid from the servicer&#146;s funds and
not charged to the obligor, unless the late payment was due to the
obligor&#146;s error or omission.
----------------------- -----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor&#146;s records maintained by the servicer,
or such other number of days specified in the transaction
1122(d)(4)(xiii) agreements.
----------------------- -----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
agreements.
----------------------- -----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
---------------------------------------------------------------------------------------------------------------------
[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date: _________________________
By: _________________________
Name:
Title:
31. The Agreement is hereby amended as of the date hereof by adding the following new Exhibit P:
EXHIBIT P
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages
are due on the remittance report date. Late submissions may result in claims not being passed until the following month.
The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
The numbers on the 332 form correspond with the numbers listed below.
48
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to
recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&amp;L supporting the decision and WFB&#146;s approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental
proceeds.
Total Realized Loss (or Amount of Any Gain)
49
23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in
parenthesis ( ).
Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------------------- -------------------------------------- --------------------------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------------------- -------------------------------------- --------------------------------------------
WELLS FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If &#147;Yes&#148;, provide deficiency or cramdown amount _______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ ______________ (1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________ (6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________(12)
50
Total Expenses $ _______________(13)
Credits:
(14) Escrow Balance $ _______________(14)
(15) HIP Refund ________________ (15)
(16) Rental Receipts ________________ (16)
(17) Hazard Loss Proceeds ________________ (17)
(18) Primary Mortgage Insurance / Gov&#146;t Insurance
________________ (18a) HUD Part A _________________(18)
(18b) HUD Part B
(19) Pool Insurance Proceeds ________________ (19)
(20) Proceeds from Sale of Acquired Property ________________ (20)
(21) Other (itemize) ________________ (21)
_________________________________________ ________________ (21)
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
Escrow Disbursement Detail
51
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
Type Date Paid Period of Total Paid Base Amount Penalties Interest
(Tax /Ins.) Coverage
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
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------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
32. Except as amended above, the Agreement shall continue to be in full force and effect in accordance with its terms.
33. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and of
said counterparts taken together shall be deemed to constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
52
IN WITNESS WHEREOF, the following parties have caused their names to be signed hereto by their respective officers thereunto
duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION,
as Purchaser
By:_________________________________________
Name:
Title:
GREENPOINT MORTGAGE FUNDING, INC.,
as Company
By:_________________________________________
Name:
Title:
EXHIBIT H-10
HARBOURSIDE SERVICING AGREEMENT
EMC MORTGAGE CORPORATION
Purchaser,
SAVANNAH BANK, NA dba HARBOURSIDE MORTGAGE CORPORATION
Company,
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of April 1, 2005
(Fixed and Adjustable Rate Mortgage Loans)
This is a Purchase, Warranties and Servicing Agreement, dated as of April 1, 2005 and is executed between EMC MORTGAGE
CORPORATION, as Purchaser, with offices located at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas75038 (the
"Purchaser"), and Savannah Bank, NA dba Harbourside Mortgage Corporation, with offices located at 23-B Shelter Cove Lane, HiltonHead, South Carolina29928 (the "Company").
W I T N E S S E T H :
WHEREAS, the Purchaser has heretofore agreed to purchase from the Company and the Company has heretofore agreed to sell to
the Purchaser, from time to time, certain Mortgage Loans on a servicing retained basis;
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security instrument creating a first
lien on a residential dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule, which is annexed to the related
Term Sheet; and
WHEREAS, the Purchaser and the Company wish to prescribe the representations and warranties of the Company with respect to
itself and the Mortgage Loans and the management, servicing and control of the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser and the Company agree as follows:
5
ARTICLE IDEFINITIONSSection 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the
following meaning specified in this Article:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices (including collection
procedures) of prudent mortgage banking institutions which service mortgage loans of the same type as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located, and which are in accordance with Fannie Mae servicing practices and
procedures, for MBS pool mortgages, as defined in the Fannie Mae Guides including future updates.
Adjustment Date: As to each adjustable rate Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in
accordance with the terms of the related Mortgage Note.
Agreement: This Purchase, Warranties and Servicing Agreement including all exhibits hereto, amendments hereof and
supplements hereto.
Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for the
originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the requirements of the
Company and Fannie Mae.
Assignment: An individual assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form,
sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale or
transfer of the Mortgage Loan.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the State of New York or State of
South Carolina, or (iii) a day on which banks in the State of New York or State of South Carolina are authorized or obligated by law
or executive order to be closed.
Closing Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Code: The Internal Revenue Code of 1986, or any successor statute thereto.
Company: Savannah Bank NA dba Harbourside Mortgage Corporation, its successors in interest and assigns, as permitted by this
Agreement.
Company's Officer's Certificate: A certificate signed by the Chairman of the Board, President, any Vice President or
Treasurer of Company stating the date by which Company expects to receive any missing documents sent for recording from the
applicable recording office.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary,
partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a
Mortgagor in accordance with the terms of the related Mortgage Loan Documents.
Confirmation: The trade confirmation letter between the Purchaser and the Company which relates to the Mortgage Loans.
Consumer Information: Information including, but not limited to, all personal information about Mortgagors that is supplied
to the Purchaser by or on behalf of the Company.
Co-op Lease: With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied by the Mortgagor and relating
to the stock allocated to the related dwelling unit.
Co-op Loan: A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a residential cooperative
housing corporation and a collateral assignment of the related Co-op Lease.
Current Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for
the Company (by an appraiser who met the requirements of the Company and Fannie Mae) at the request of a Mortgagor for the purpose of
canceling a Primary Mortgage Insurance Policy in accordance with federal, state and local laws and regulations or otherwise made at
the request of the Company or Mortgagor.
Current LTV: The ratio of the Stated Principal Balance of a Mortgage Loan to the Current Appraised Value of the
Mortgaged Property.
Custodial Account: Each separate demand account or accounts created and maintained pursuant to Section 4.04 which shall be
entitled "[_____________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans" and shall be established in
an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.
Custodian: With respect to any Mortgage Loan, the entity stated on the related Term Sheet, and its successors and assigns,
as custodian for the Purchaser.
3
Cut-off Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately preceding such
15th day) of the month of the related Remittance Date.
Due Date: The day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace, which
is the first day of the month.
Due Period: With respect to any Remittance Date, the period commencing on the second day of the month preceding the month
of such Remittance Date and ending on the first day of the month of the Remittance Date.
Eligible Account: An account established and maintained: (i) within FDIC insured accounts created, maintained and monitored
by the Company so that all funds deposited therein are fully insured, or (ii) as a trust account with the corporate trust department
of a depository institution or trust company organized under the laws of the United States of America or any one of the states
thereof or the District of Columbia which is not affiliated with the Company (or any sub-servicer) or (iii) with an entity which is
an institution whose deposits are insured by the FDIC, the unsecured and uncollateralized long-term debt obligations of which shall
be rated "A2" or higher by Standard & Poor's and "A" or higher by Fitch, Inc. or one of the two highest short-term ratings by any
applicable Rating Agency, and which is either (a) a federal savings association duly organized, validly existing and in good standing
under the federal banking laws, (b) an institution duly organized, validly existing and in good standing under the applicable banking
laws of any state, (c) a national banking association under the federal banking laws, or (d) a principal subsidiary of a bank holding
company, or (iv) if ownership of the Mortgage Loans is evidenced by mortgaged-backed securities, the equivalent required ratings of
each Rating Agency, and held such that the rights of the Purchaser and the owner of the Mortgage Loans shall be fully protected
against the claims of any creditors of the Company (or any sub-servicer) and of any creditors or depositors of the institution in
which such account is maintained or (v) in a separate non-trust account without FDIC or other insurance in an Eligible Institution.
In the event that a Custodial Account is established pursuant to clause (iii), (iv) or (v) of the preceding sentence, the Company
shall provide the Purchaser with written notice on the Business Day following the date on which the applicable institution fails to
meet the applicable ratings requirements.
Eligible Institution: [______________], or an institution having (i) the highest short-term debt rating, and one of the two
highest long-term debt ratings of each Rating Agency; or (ii) with respect to any Custodial Account, an unsecured long-term debt
rating of at least one of the two highest unsecured long-term debt ratings of each Rating Agency.
4
Equity Take-Out Refinanced Mortgage Loan: A Refinanced Mortgage Loan the proceeds of which were in excess of the
outstanding principal balance of the existing mortgage loan as defined in the Fannie Mae Guide(s).
Escrow Account: Each separate trust account or accounts created and maintained pursuant to Section 4.06 which shall be
entitled "__________________, in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans, and various Mortgagors" and
shall be established in an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage
Loans.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates,
sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.
Fannie Mae: The Federal National Mortgage Association, or any successor thereto.
Fannie Mae Guide(s): The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments or additions
thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor thereto.
FHLMC Guide: The FHLMC Single Family Seller/Servicer Guide and all amendments or additions thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.
First Remittance Date: With respect to any Mortgage Loan, the Remittance Date occurring in the month following the month in
which the related Closing Date occurs.
GAAP: Generally accepted accounting principles, consistently applied.
5
HUD: The United States Department of Housing and Urban Development or any successor thereto.
Index: With respect to any adjustable rate Mortgage Loan, the index identified on the Mortgage Loan Schedule and set forth
in the related Mortgage Note for the purpose of calculating the interest rate thereon.
Initial Rate Cap: As to each adjustable rate Mortgage Loan, where applicable, the maximum increase or decrease in the
Mortgage Interest Rate on the first Adjustment Date.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the
related Mortgaged Property.
Lender Paid Mortgage Insurance Rate: The Lender Paid Mortgage Insurance Rate shall be a rate per annum equal to the
percentage shown on the Mortgage Loan Schedule.
Lender Primary Mortgage Insurance Policy: Any Primary Mortgage Insurance Policy for which premiums are paid by the
Company.
Lifetime Rate Cap: As to each adjustable rate Mortgage Loan, the maximum Mortgage Interest Rate over the term of such
Mortgage Loan.
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the
sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original outstanding principal amount of
the Mortgage Loan, to (i) the Appraised Value of the Mortgaged Property as of the Origination Date with respect to a Refinanced
Mortgage Loan, and (ii) the lesser of the Appraised Value of the Mortgaged Property as of the Origination Date or the purchase price
of the Mortgaged Property with respect to all other Mortgage Loans.
Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage amount set forth in each related Mortgage
Note which is added to the Index in order to determine the related Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.
Monthly Advance: The aggregate of the advances made by the Company on any Remittance Date pursuant to Section 5.03.
Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan which is payable by a Mortgagor
under the related Mortgage Note.
6
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on an
unsubordinated estate in fee simple in real property securing the Mortgage Note.
Mortgage File: The mortgage documents pertaining to a particular Mortgage Loan which are specified in Exhibit A hereto and
any additional documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy as described in Section 4.11.
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan, which may be adjusted from time to
time for an adjustable rate Mortgage Loan, in accordance with the provisions of the related Mortgage Note.
Mortgage Loan: An individual mortgage loan which is the subject of this Agreement, each Mortgage Loan originally sold and
subject to this Agreement being identified on the Mortgage Loan Schedule attached to the related Term Sheet, which Mortgage Loan
includes without limitation the Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds and obligations arising from or in
connection with such Mortgage Loan, excluding replaced or repurchased mortgage loans.
Mortgage Loan Documents: The documents listed in Exhibit A.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the Purchaser,
which shall be equal to the Mortgage Interest Rate minus the Servicing Fee Rate minus the Lender Paid Mortgage Insurance Rate.
Mortgage Loan Schedule: The schedule of Mortgage Loans annexed to the related Term Sheet, such schedule setting forth the
following information with respect to each Mortgage Loan in the related Mortgage Loan Package:
(1) the Company's Mortgage Loan identifying number;
(2) the Mortgagor's first and last name;
(3) the street address of the Mortgaged Property including the city, state and zip code;
(4) a code indicating whether the Mortgaged Property is owner-occupied, a second home or an investor property;
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(5) the type of residential property constituting the Mortgaged Property;
(6) the original months to maturity of the Mortgage Loan;
(7) the remaining months to maturity from the related Cut-off Date, based on the original amortization schedule and, if
different, the maturity expressed in the same manner but based on the actual amortization schedule;
(8) the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio, at origination;
(9) the Mortgage Interest Rate as of origination and as of the related Cut-off Date; with respect to each adjustable
rate Mortgage Loan, the initial Adjustment Date, the next Adjustment Date immediately following the related Cut-off Date, the Index,
the Margin, the Initial Rate Cap, if any, Periodic Rate Cap, if any, minimum Mortgage Interest Rate under the terms of the Mortgage
Note and the Lifetime Rate Cap;
(10) the Origination Date of the Mortgage Loan;
(11) the stated maturity date;
(12) the amount of the Monthly Payment at origination;
(13) the amount of the Monthly Payment as of the related Cut-off Date;
(14) the original principal amount of the Mortgage Loan;
(15) the scheduled Stated Principal Balance of the Mortgage Loan as of the close of business on the related Cut-off Date,
after deduction of payments of principal due on or before the related Cut-off Date whether or not collected;
(16) a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term refinance, equity take-out
refinance);
(17) a code indicating the documentation style (i.e. full, alternative, etc.);
(18) the number of times during the twelve (12) month period preceding the related Closing Date that any Monthly Payment
has been received after the month of its scheduled due date;
(19) the date on which the first payment is or was due;
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(20) a code indicating whether or not the Mortgage Loan is the subject of a Primary Mortgage Insurance Policy and the name of the
related insurance carrier;
(21) a code indicating whether or not the Mortgage Loan is currently convertible and the conversion spread;
(22) the last Due Date on which a Monthly Payment was actually applied to the unpaid principal balance of the Mortgage
Loan.
(23) product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);
(24) credit score and/or mortgage score, if applicable;
(25) a code indicating whether or not the Mortgage Loan is the subject of a Lender Primary Mortgage Insurance Policy and
the name of the related insurance carrier and the Lender Paid Mortgage Insurance Rate;
(26) a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so, the amount and term thereof;
(27) the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable;
(28) whether such Mortgage Loan is a "Home Loan", "Covered Home Loan", "Manufactured Housing" or "Home Improvement Loan" as
defined in the New Jersey Home Ownership Security Act of 2002; and
(29) whether the Mortgage Loan has a mandatory arbitration clause.
With respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule attached to the related Term Sheet shall set
forth the following information, as of the related Cut-off Date:
(1) the number of Mortgage Loans;
(2) the current aggregate outstanding principal balance of the Mortgage Loans;
(3) the weighted average Mortgage Interest Rate of the Mortgage Loans;
(4) the weighted average maturity of the Mortgage Loans; and
(5) the weighted average months to next Adjustment Date;
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Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.
Mortgaged Property: The underlying real property securing repayment of a Mortgage Note, consisting of a single parcel of
real estate considered to be real estate under the laws of the state in which such real property is located which may include
condominium units and planned unit developments, improved by a residential dwelling; except that with respect to real property
located in jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, a leasehold
estate of the Mortgage, the term of which is equal to or longer than the term of the Mortgage.
Mortgagor: The obligor on a Mortgage Note.
Nonrecoverable Advance: Any portion of a Monthly Advance or Servicing Advance previously made or proposed to be made by the
Company pursuant to this Agreement, that, in the good faith judgment of the Company, will not or, in the case of a proposed advance,
would not, be ultimately recoverable by it from the related Mortgagor or the related Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds or otherwise with respect to the related Mortgage Loan.
OCC: Office of the Comptroller of the Currency, or any successor thereto.
Officers' Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a
Senior Vice President or a Vice President or by the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of the Company, and delivered to the Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an employee of the party on behalf of whom the opinion is
being given, reasonably acceptable to the Purchaser.
Origination Date: The date on which a Mortgage Loan funded, which date shall not, in connection with a Refinanced Mortgage
Loan, be the date of the funding of the debt being refinanced, but rather the closing of the debt currently outstanding under the
terms of the Mortgage Loan Documents.
OTS: Office of Thrift Supervision, or any successor thereto.
Periodic Rate Cap: As to each adjustable rate Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate
on any Adjustment Date, as set forth in the related Mortgage Note and the related Mortgage Loan Schedule.
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Permitted Investments: Any one or more of the following obligations or securities:
(i) direct obligations of, and obligations fully guaranteed by the United States of America or any agency or
instrumentality of the United States of America the obligations of which are backed by the full faith and credit of
the United States of America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institution or trust
company incorporated under the laws of the United States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating
and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such
investment or contractual commitment providing for such investment are rated in one of the two highest rating categories by each
Rating Agency and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;
(iii) repurchase obligations with a term not to exceed thirty (30) days and with respect to (a) any security
described in clause (i) above and entered into with a depository institution or trust company (acting as principal)
described in clause (ii)(a) above;
(iv) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the
United States of America or any state thereof that are rated in one of the two highest rating categories by each
Rating Agency at the time of such investment or contractual commitment providing for such investment; provided,
however, that securities issued by any particular corporation will not be Permitted Investments to the extent that
investments therein will cause the then outstanding principal amount of securities issued by such corporation and
held as Permitted Investments to exceed 10% of the aggregate outstanding principal balances of all of the Mortgage
Loans and Permitted Investments;
(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations
payable on demand or on a specified date not more than one year after the date of issuance thereof) which are rated
in one of the two highest rating categories by each Rating Agency at the time of such investment;
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(vi) any other demand, money market or time deposit, obligation, security or investment as may be acceptable to
each Rating Agency as evidenced in writing by each Rating Agency; and
(vii) any money market funds the collateral of which consists of obligations fully guaranteed by the United States
of America or any agency or instrumentality of the United States of America the obligations of which are backed by
the full faith and credit of the United States of America (which may include repurchase obligations secured by
collateral described in clause (i)) and other securities and which money market funds are rated in one of the two
highest rating categories by each Rating Agency.
provided, however, that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to
receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of
both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par or if such investment or
security is purchased at a price greater than par.
Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability
company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Prepayment Interest Shortfall: With respect to any Remittance Date, for each Mortgage Loan that was the subject of a
Principal Prepayment during the related Prepayment Period, an amount equal to the excess of one month's interest at the applicable
Mortgage Loan Remittance Rate on the amount of such Principal Prepayment over the amount of interest (adjusted to the Mortgage Loan
Remittance Rate) actually paid by the related Mortgagor with respect to such Prepayment Period.
Prepayment Period: With respect to any Remittance Date, the calendar month preceding the month in which such
Remittance Date occurs.
Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance represented to be in effect pursuant to
Section 3.02(hh), or any replacement policy therefor obtained by the Company pursuant to Section 4.08.
Prime Rate: The prime rate announced to be in effect from time to time as published as the average rate in the Wall Street
Journal (Northeast Edition).
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Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial which is received in
advance of its scheduled Due Date, including any prepayment penalty or premium thereon and which is not accompanied by an amount of
interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
Purchase Price: As defined in Section 2.02.
Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.
Qualified Appraiser: An appraiser, duly appointed by the Company, who had no interest, direct or indirect in the related
Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA
and the regulations promulgated thereunder and the requirements of Fannie Mae, all as in effect on the date the Mortgage Loan was
originated.
Qualified Insurer: An insurance company duly qualified as such under the laws of the states in which the related Mortgaged
Property is located, duly authorized and licensed in such states to transact the applicable insurance business and to write the
insurance provided, approved as an insurer by Fannie Mae or FHLMC.
Rating Agency: Standard & Poor's, Fitch, Inc. or, in the event that some or all of the ownership of the Mortgage Loans is
evidenced by mortgage-backed securities, the nationally recognized rating agencies issuing ratings with respect to such securities,
if any.
Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property prior to the
origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.
REMIC: A "real estate mortgage investment conduit," as such term is defined in Section 860D of the Code.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which appear at Sections 860A through
860G of the Code, and the related provisions and regulations promulgated thereunder, as the foregoing may be in effect from time to
time.
Remittance Date: The 18th day of any month, beginning with the First Remittance Date, or if such 18th day is not a Business
Day, the first Business Day immediately preceding such 18th day.
REO Disposition: The final sale by the Company of any REO Property.
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REO Disposition Proceeds: Amounts received by the Company in connection with a related REO Disposition.
REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchaser as described in Section 4.13.
Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the product of the greater of 100% or the
percentage of par as stated in the Confirmation multiplied by the Stated Principal Balance of such Mortgage Loan on the repurchase
date, plus (ii) interest on such outstanding principal balance at the Mortgage Loan Remittance Rate from the last date through which
interest has been paid and distributed to the Purchaser to the end of the month of repurchase, plus, (iii) third party expenses
incurred in connection with the transfer of the Mortgage Loan being repurchased; less amounts received or advanced in respect of such
repurchased Mortgage Loan which are being held in the Custodial Account for distribution in the month of repurchase.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
Sales Price: With respect to any Mortgage Loan the proceeds of which were used by the Mortgagor to acquire the related
Mortgaged Property, the amount paid by the related Mortgagor for such Mortgaged Property.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable
attorneys' fees and disbursements) incurred in the performance by the Company of its servicing obligations, including, but not
limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement,
administrative or judicial proceedings, or any legal work or advice specifically related to servicing the Mortgage Loans, including
but not limited to, foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures by subordinate or superior
lienholders, and other legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable
and that the Company specifies the Mortgage Loan(s) to which such expenses relate and, upon Purchaser's request, provides
documentation supporting such expense (which documentation would be acceptable to Fannie Mae), and provided further that any such
enforcement, administrative or judicial proceeding does not arise out of a breach of any representation, warranty or covenant of the
Company hereunder), (c) the management and liquidation of the Mortgaged Property if the Mortgaged Property is acquired in full or
partial satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer rates and other charges which are or may become a
lien upon the Mortgaged Property, and Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage, (e) any
expenses reasonably sustained by the Company with respect to the liquidation of the Mortgaged Property in accordance with the terms
of this Agreement and (f) compliance with the obligations under Section 4.08.
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Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser shall pay to the Company,
which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the
outstanding principal balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same principal
amount and period respecting which any related interest payment on a Mortgage Loan is computed. The obligation of the Purchaser to
pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion of such Monthly Payment
collected by the Company, or as otherwise provided under Section 4.05 and in accordance with the Fannie Mae Guide(s). Any fee
payable to the Company for administrative services related to any REO Property as described in Section 4.13 shall be payable from
Liquidation Proceeds of the related REO Property.
Servicing Fee Rate: As set forth in the Term Sheet.
Servicing File: With respect to each Mortgage Loan, the file retained by the Company consisting of originals of all
documents in the Mortgage File which are not delivered to the Purchaser and copies of the Mortgage Loan Documents listed in Exhibit
A, the originals of which are delivered to the Purchaser or its designee pursuant to Section 2.04.
Servicing Officer: Any officer of the Company involved in, or responsible for, the administration and servicing of the
Mortgage Loans whose name appears on a list of servicing officers furnished by the Company to the Purchaser upon request, as such
list may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of such
Mortgage Loan at the Cut-off Date after giving effect to payments of principal due on or before such date, whether or not received,
minus (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan representing payments or recoveries
of principal or advances in lieu thereof.
Subservicer: Any subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing Agreement. Any
subservicer shall meet the qualifications set forth in Section 4.01.
Subservicing Agreement: An agreement between the Company and a Subservicer, if any, for the servicing of the Mortgage Loans.
Term Sheet: A supplemental agreement in the form attached hereto as Exhibit I which shall be executed and delivered
by the Company and the Purchaser to provide for the sale and servicing pursuant to the terms of this Agreement of the Mortgage Loans
listed on Schedule I attached thereto, which supplemental agreement shall contain certain specific information relating to such sale
of such Mortgage Loans and may contain additional covenants relating to such sale of such Mortgage Loans.
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ARTICLE II
PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01 Agreement to Purchase.The Company agrees to sell and the Purchaser agrees to purchase the Mortgage Loans having an aggregate Stated Principal
Balance on the related Cut-off Date set forth in the related Term Sheet in an amount as set forth in the Confirmation, or in such
other amount as agreed by the Purchaser and the Company as evidenced by the actual aggregate Stated Principal Balance of the Mortgage
Loans accepted by the Purchaser on the related Closing Date, with servicing retained by the Company. The Company shall deliver the
related Mortgage Loan Schedule attached to the related Term Sheet for the Mortgage Loans to be purchased on the related Closing Date
to the Purchaser at least two (2) Business Days prior to the related Closing Date. The Mortgage Loans shall be sold pursuant to this
Agreement, and the related Term Sheet shall be executed and delivered on the related Closing Date.
Section 2.02 Purchase Price.
The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the Confirmation (subject to
adjustment as provided therein), multiplied by the Stated Principal Balance, as of the related Cut-off Date, of the Mortgage Loan
listed on the related Mortgage Loan Schedule attached to the related Term Sheet, after application of scheduled payments of principal
due on or before the related Cut-off Date whether or not collected.
In addition to the Purchase Price as described above, the Purchaser shall pay to the Company, at closing, accrued interest
on the Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at the Mortgage Loan Remittance Rate of each
Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive.
The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the related Closing Date
by wire transfer of immediately available funds.
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Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of
principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or
before the related Cut-off Date and collected by the Company or any successor servicer after the related Cut-off Date shall belong to
the Company), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees (minus that portion of any such
payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan
as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date
whether or not collected, together with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided,
however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be
applied to the principal balance as of the related Cut-off Date. Such prepaid amounts shall be the property of the Purchaser. The
Company shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the
Purchaser for subsequent remittance by the Company to the Purchaser.
Section 2.03 Servicing of Mortgage Loans.
Simultaneously with the execution and delivery of each Term Sheet, the Company does hereby agree to directly service the
Mortgage Loans listed on the related Mortgage Loan Schedule attached to the related Term Sheet subject to the terms of this Agreement
and the related Term Sheet. The rights of the Purchaser to receive payments with respect to the related Mortgage Loans shall be as
set forth in this Agreement.
Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.
As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed to the Purchaser, without
recourse, on a servicing retained basis, and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this
Agreement and the related Term Sheet, all the right, title and interest of the Company in and to the Mortgage Loans. Company will
deliver the Mortgage Files to the Custodian designated by Purchaser, on or before the related Closing Date, at the expense of the
Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of
the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to
service the Mortgage Loans. The possession of each Servicing File by the Company is at the will of the Purchaser, for the sole
purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only.
From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the
related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been
vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in
connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the
possession of the Company shall be received and held by the Company in trust for the benefit of the Purchaser as the owner of the
Mortgage Loans. Any portion of the Mortgage Files retained by the Company shall be appropriately identified in the Company's
computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release its custody of
the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is
required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or
Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.
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Section 2.05 Books and Records.
The sale of each Mortgage Loan shall be reflected on the Company's balance sheet and other financial statements as a sale of
assets by the Company. The Company shall be responsible for maintaining, and shall maintain, a complete set of books and records for
the Mortgage Loans that shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the
Mortgage Loan by the Purchaser. In particular, the Company shall maintain in its possession, available for inspection by the
Purchaser, or its designee and shall deliver to the Purchaser upon demand, evidence of compliance with all federal, state and local
laws, rules and regulations, and requirements of Fannie Mae or FHLMC, as applicable, including but not limited to documentation as to
the method used in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the
Mortgaged Property, documentation evidencing insurance coverage of any condominium project as required by Fannie Mae or FHLMC, and
periodic inspection reports as required by Section 4.13. To the extent that original documents are not required for purposes of
realization of Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or
microfiche.
The Company shall maintain with respect to each Mortgage Loan and shall make available for inspection by any Purchaser or
its designee the related Servicing File during the time the Purchaser retains ownership of a Mortgage Loan and thereafter in
accordance with applicable laws and regulations.
In addition to the foregoing, Company shall provide to any supervisory agents or examiners that regulate Purchaser,
including but not limited to, the OTS, the FDIC and other similar entities, access, during normal business hours, upon reasonable
advance notice to Company and without cost to Company or such supervisory agents or examiners, to any documentation regarding the
Mortgage Loans that may be required by any applicable regulator.
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Section 2.06. Transfer of Mortgage Loans.
The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may
prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in
compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any
person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered
to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the
Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans,
provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee
shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an
Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been
delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the
Company shall mark its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser
shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.
Section 2.07 Delivery of Mortgage Loan Documents.The Company shall deliver and release to the Purchaser or its designee the Mortgage Loan Documents in accordance
with the terms of this Agreement and the related Term Sheet. The documents enumerated as items (1), (2), (3), (4), (5), (6), (7),
(8), (9) and (16) in Exhibit A hereto shall be delivered by the Company to the Purchaser or its designee no later than three (3)
Business Days prior to the related Closing Date pursuant to a bailee letter agreement. All other documents in Exhibit A hereto,
together with all other documents executed in connection with the Mortgage Loan that Company may have in its possession, shall be
retained by the Company in trust for the Purchaser. If the Company cannot deliver the original recorded Mortgage Loan Documents or
the original policy of title insurance, including riders and endorsements thereto, on the related Closing Date, the Company shall,
promptly upon receipt thereof and in any case not later than 120 days from the related Closing Date, deliver such original documents,
including original recorded documents, to the Purchaser or its designee (unless the Company is delayed in making such delivery by
reason of the fact that such documents shall not have been returned by the appropriate recording office). If delivery is not
completed within 120 days solely due to delays in making such delivery by reason of the fact that such documents shall not have been
returned by the appropriate recording office, Company shall deliver such document to Purchaser, or its designee, within such time
period as specified in a Company's Officer's Certificate. In the event that documents have not been received by the date specified
in the Company's Officer's Certificate, a subsequent Company's Officer's Certificate shall be delivered by such date specified in the
prior Company's Officer's Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until
the documents have been received and delivered. If delivery is not completed within 180 days solely due to delays in making such
delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, the Company
shall continue to use its best efforts to effect delivery as soon as possible thereafter, provided that if such documents are not
delivered by the 270th day from the date of the related Closing Date, the Company shall repurchase the related Mortgage Loans at the
Repurchase Price in accordance with Section 3.03 hereof.
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The Company shall pay all initial recording fees, if any, for the assignments of mortgage and any other fees in connection
with the transfer of all original documents to the Purchaser or its designee. Company shall prepare, in recordable form, all
assignments of mortgage necessary to assign the Mortgage Loans to Purchaser, or its designee. Company shall be responsible for
recording the assignments of mortgage.
Company shall provide an original or duplicate original of the title insurance policy to Purchaser or its designee within
ninety (90) days of the receipt of the recorded documents (required for issuance of such policy) from the applicable recording office.
Any review by the Purchaser, or its designee, of the Mortgage Files shall in no way alter or reduce the Company's
obligations hereunder.
If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the Purchaser shall, or shall cause
its designee to, give written specification of such defect to the Company which may be given in the exception report or the
certification delivered pursuant to this Section 2.07, or otherwise in writing and the Company shall cure or repurchase such Mortgage
Loan in accordance with Section 3.03.
The Company shall forward to the Purchaser, or its designee, original documents evidencing an assumption, modification,
consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one week of their
execution; provided, however, that the Company shall provide the Purchaser, or its designee, with a certified true copy of any such
document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for
recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the
original within sixty (60) days of its submission for recordation.
From time to time the Company may have a need for Mortgage Loan Documents to be released from Purchaser, or its designee.
Purchaser shall, or shall cause its designee, upon the written request of the Company, within ten (10) Business Days, deliver to the
Company, any requested documentation previously delivered to Purchaser as part of the Mortgage File, provided that such documentation
is promptly returned to Purchaser, or its designee, when the Company no longer requires possession of the document, and provided that
during the time that any such documentation is held by the Company, such possession is in trust for the benefit of Purchaser.
Company shall indemnify Purchaser, and its designee, from and against any and all losses, claims, damages, penalties, fines,
forfeitures, costs and expenses (including court costs and reasonable attorney's fees) resulting from or related to the loss, damage,
or misplacement of any documentation delivered to Company pursuant to this paragraph.
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Section 2.08 Quality Control Procedures.The Company must have an internal quality control program that verifies, on a regular basis, the existence and accuracy of
the legal documents, credit documents, property appraisals, and underwriting decisions. The program must be capable of evaluating
and monitoring the overall quality of its loan production and servicing activities. The program is to ensure that the Mortgage Loans
are originated and serviced in accordance with prudent mortgage banking practices and accounting principles; guard against dishonest,
fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.
Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults
In the event any Principal Prepayment is made by a Mortgagor on or prior to three months after the related Closing Date],
the Company shall remit to the Purchaser an amount equal to the excess, if any, of the Purchase Price Percentage over par multiplied
by the amount of such Principal Prepayment. Such remittance shall be made by the Company to Purchaser no later than the third
Business Day following receipt of such Principal Prepayment by the Company.
In the event either of the first three (3) scheduled Monthly Payments which are due under any Mortgage Loan after the
related Cut-off Date are not made during the month in which such Monthly Payments are due, then not later than five (5) Business Days
after notice to the Company by Purchaser (and at Purchaser's sole option), the Company, shall repurchase such Mortgage Loan from the
Purchaser pursuant to the repurchase provisions contained in this Subsection 3.03.
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Section 2.10 Modification of Obligations.
Purchaser may, without any notice to Company, extend, compromise, renew, release, change, modify, adjust or alter, by
operation of law or otherwise, any of the obligations of the Mortgagors or other persons obligated under a Mortgage Loan without
releasing or otherwise affecting the obligations of Company under this Agreement, or with respect to such Mortgage Loan, except to
the extent Purchaser's extension, compromise, release, change, modification, adjustment, or alteration affects Company's ability to
collect the Mortgage Loan or realize on the security of the Mortgage, but then only to the extent such action has such effect.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS
Section 3.01 Representations and Warranties of the Company.The Company represents, warrants and covenants to the Purchaser that, as of the related Closing Date or as of such date
specifically provided herein:
(a) The Company is a national association, duly organized, validly existing and in good standing under the laws of the
federal laws of the United States of America and has all licenses necessary to carry out its business as now being conducted, and is
licensed and qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property
is located or is otherwise exempt under applicable law from such licensing or qualification or is otherwise not required under
applicable law to effect such licensing or qualification and no demand for such licensing or qualification has been made upon such
Company by any such state, and in any event such Company is in compliance with the laws of any such state to the extent necessary to
ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this
Agreement;
(b) The Company has the full power and authority and legal right to hold, transfer and convey each Mortgage Loan, to sell
each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this
Agreement and the related Term Sheet and to conduct its business as presently conducted, has duly authorized the execution, delivery
and performance of this Agreement and the related Term Sheet and any agreements contemplated hereby, has duly executed and delivered
this Agreement and the related Term Sheet, and any agreements contemplated hereby, and this Agreement and the related Term Sheet and
each Assignment to the Purchaser and any agreements contemplated hereby, constitutes a legal, valid and binding obligation of the
Company, enforceable against it in accordance with its terms, and all requisite corporate action has been taken by the Company to
make this Agreement and the related Term Sheet and all agreements contemplated hereby valid and binding upon the Company in
accordance with their terms;
(c) Neither the execution and delivery of this Agreement and the related Term Sheet, nor the origination or purchase of the
Mortgage Loans by the Company, the sale of the Mortgage Loans to the Purchaser, the consummation of the transactions contemplated
hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement and the related Term Sheet will conflict
with any of the terms, conditions or provisions of the Company's charter or by-laws or materially conflict with or result in a
material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the
Company is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or
result in the material violation of any law, rule, regulation, order, judgment or decree to which the Company or its properties are
subject, or impair the ability of the Purchaser to realize on the Mortgage Loans.
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(d) There is no litigation, suit, proceeding or investigation pending or, to the best of Company's knowledge, threatened,
or any order or decree outstanding, with respect to the Company which, either in any one instance or in the aggregate, is reasonably
likely to have a material adverse effect on the sale of the Mortgage Loans, the execution, delivery, performance or enforceability of
this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial condition
of the Company.
(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Company of or compliance by the Company with this Agreement or the related Term Sheet, or the sale of
the Mortgage Loans and delivery of the Mortgage Files to the Purchaser or the consummation of the transactions contemplated by this
Agreement or the related Term Sheet, except for consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement or the related Term Sheet is in the ordinary course
of business of the Company and Company, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the
Company pursuant to this Agreement or the related Term Sheet are not subject to bulk transfer or any similar statutory provisions in
effect in any applicable jurisdiction;
(g) The origination and servicing practices used by the Company and any prior originator or servicer with respect to each
Mortgage Note and Mortgage have been legal and in accordance with applicable laws and regulations and the Mortgage Loan Documents,
and in all material respects proper and prudent in the mortgage origination and servicing business. Each Mortgage Loan has been
serviced in all material respects with Accepted Servicing Practices. With respect to escrow deposits and payments that the Company,
on behalf of an investor, is entitled to collect, all such payments are in the possession of, or under the control of, the Company,
and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made.
All escrow payments have been collected in full compliance with state and federal law and the provisions of the related Mortgage Note
and Mortgage. As to any Mortgage Loan that is the subject of an escrow, escrow of funds is not prohibited by applicable law and has
been established in an amount sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due
and payable. No escrow deposits or other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or
the related Mortgage Note;
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(h) The Company used no selection procedures that identified the Mortgage Loans as being less desirable or valuable than
other comparable mortgage loans in the Company's portfolio at the related Cut-off Date;
(i) The Company will treat the sale of the Mortgage Loans to the Purchaser as a sale for reporting and accounting
purposes and, to the extent appropriate, for federal income tax purposes;
(j) Company is an approved seller/servicer of residential mortgage loans for Fannie Mae, FHLMC and HUD, with such
facilities, procedures and personnel necessary for the sound servicing of such mortgage loans. The Company is duly qualified,
licensed, registered and otherwise authorized under all applicable federal, state and local laws, and regulations, if applicable,
meets the minimum capital requirements set forth by the OCC, and is in good standing to sell mortgage loans to and service mortgage
loans for Fannie Mae and FHLMC and no event has occurred which would make Company unable to comply with eligibility requirements or
which would require notification to either Fannie Mae or FHLMC;
(k) The Company does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every
covenant contained in this Agreement or the related Term Sheet. The Company is solvent and the sale of the Mortgage Loans will not
cause the Company to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud
any of the Company's creditors;
(l) No statement, tape, diskette, form, report or other document prepared by, or on behalf of, Company pursuant to this
Agreement or the related Term Sheet or in connection with the transactions contemplated hereby, contains or will contain any
statement that is or will be inaccurate or misleading in any material respect;
(m) The Company acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such
services and that the entire Servicing Fee shall be treated by the Company, for accounting and tax purposes, as compensation for the
servicing and administration of the Mortgage Loans pursuant to this Agreement. In the opinion of Company, the consideration received
by Company upon the sale of the Mortgage Loans to Purchaser under this Agreement and the related Term Sheet constitutes fair
consideration for the Mortgage Loans under current market conditions.
(n) Company has delivered to the Purchaser financial statements of its parent, for its last two complete fiscal years.
All such financial information fairly presents the pertinent results of operations and financial position for the period identified
and has been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes
thereto. There has been no change in the business, operations, financial condition, properties or assets of the Company since the
date of the Company's financial information that would have a material adverse effect on its ability to perform its obligations under
this Agreement; and
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(o) The Company has not dealt with any broker, investment banker, agent or other person that may be entitled to any commission
or compensation in connection with the sale of the Mortgage Loans.
Section 3.02 Representations and Warranties as to Individual Mortgage Loans.
References in this Section to percentages of Mortgage Loans refer in each case to the percentage of the aggregate Stated
Principal Balance of the Mortgage Loans as of the related Cut-off Date, based on the outstanding Stated Principal Balances of the
Mortgage Loans as of the related Cut-off Date, and giving effect to scheduled Monthly Payments due on or prior to the related Cut-off
Date, whether or not received. References to percentages of Mortgaged Properties refer, in each case, to the percentages of expected
aggregate Stated Principal Balances of the related Mortgage Loans (determined as described in the preceding sentence). The Company
hereby represents and warrants to the Purchaser, as to each Mortgage Loan, as of the related Closing Date as follows:
(a) The information set forth in the Mortgage Loan Schedule attached to the related Term Sheet is true, complete and
correct in all material respects as of the related Cut-Off Date;
(b) The Mortgage creates a valid, subsisting and enforceable first lien or a first priority ownership interest in an
estate in fee simple in real property securing the related Mortgage Note subject to principles of equity, bankruptcy, insolvency and
other laws of general application affecting the rights of creditors;
(c) All payments due prior to the related Cut-off Date for such Mortgage Loan have been made as of the related Closing
Date; the Mortgage Loan has not been dishonored; there are no material defaults under the terms of the Mortgage Loan; the Company has
not advanced its own funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the
Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan. As
of the related Closing Date, all of the Mortgage Loans will have an actual interest paid to date of their related Cut-off Date(or
later) and will be due for the scheduled monthly payment next succeeding the Cut-off Date (or later), as evidenced by a posting to
Company's servicing collection system. No payment under any Mortgage Loan is delinquent as of the related Closing Date nor has any
scheduled payment been delinquent at any time during the twelve (12) months prior to the month of the related Closing Date. For
purposes of this paragraph, a Mortgage Loan will be deemed delinquent if any payment due thereunder was not paid by the Mortgagor in
the month such payment was due;
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(d) There are no defaults by Company in complying with the terms of the Mortgage, and all taxes, governmental assessments,
insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have
been paid, or escrow funds have been established in an amount sufficient to pay for every such escrowed item which remains unpaid and
which has been assessed but is not yet due and payable;
(e) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect,
except by written instruments which have been recorded to the extent any such recordation is required by law, or, necessary to
protect the interest of the Purchaser. No instrument of waiver, alteration or modification has been executed except in connection
with a modification agreement and which modification agreement is part of the Mortgage File and the terms of which are reflected in
the related Mortgage Loan Schedule, and no Mortgagor has been released, in whole or in part, from the terms thereof except in
connection with an assumption agreement and which assumption agreement is part of the Mortgage File and the terms of which are
reflected in the related Mortgage Loan Schedule; the substance of any such waiver, alteration or modification has been approved by
the issuer of any related Primary Mortgage Insurance Policy, Lender Primary Mortgage Insurance Policy and title insurance policy, to
the extent required by the related policies;
(f) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense,
including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage,
or the exercise of any right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any
right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto; and as of the related Closing Date the Mortgagor was not a debtor in
any state or federal bankruptcy or insolvency proceeding;
(g) All buildings or other customarily insured improvements upon the Mortgaged Property are insured by a Qualified Insurer,
against loss by fire, hazards of extended coverage and such other hazards as are provided for in the Fannie Mae or FHLMC Guide, as
well as all additional requirements set forth in Section 4.10 of this Agreement. All such standard hazard policies are in full force
and effect and contain a standard mortgagee clause naming the Company and its successors in interest and assigns as loss payee and
such clause is still in effect and all premiums due thereon have been paid. If required by the Flood Disaster Protection Act of
1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration which policy conforms to Fannie Mae or FHLMC requirements, as well as all additional requirements
set forth in Section 4.10 of this Agreement. Such policy was issued by a Qualified Insurer. The Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes
the holder of the Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from the
Mortgagor. Neither the Company (nor any prior originator or servicer of any of the Mortgage Loans) nor any Mortgagor has engaged in
any act or omission which has impaired or would impair the coverage of any such policy, the benefits of the endorsement provided for
herein, or the validity and binding effect of either;
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(h) Each Mortgage Loan complies with, and the Company has complied with, applicable local, state and federal laws,
regulations and other requirements including, without limitation, usury, equal credit opportunity, real estate settlement procedures,
the Federal Truth-In-Lending Act, disclosure laws and all applicable predatory and abusive lending laws and consummation of the
transactions contemplated hereby, including without limitation, the receipt of interest by the owner of such Mortgage Loan, will not
involve the violation of any such laws, rules or regulations. None of the Mortgage Loans are (a) Mortgage Loans subject to 12 CFR
Part 226.31, 12 CFR Part 226.32 or 226.34 of Regulation Z, the regulation implementing TILA, which implements the Home Ownership and
Equity Protection Act of 1994, as amended, or (b) except as may be provided in subparagraph (c) below, classified and/or defined, as
a "high cost", "threshold", "predatory""high risk home loan" or "covered" loan (or a similarly classified loan using different
terminology under a law imposing additional legal liability for mortgage loans having high interest rates, points and or/fees) under
any other applicable state, federal or local law including, but not limited to, the States of Georgia, New York, North Carolina,
Arkansas, Kentucky or New Mexico, (c) Mortgage Loans subject to the New Jersey Home Ownership Security Act of 2002 (the "Act"),
unless such Mortgage Loan is a (1) "Home Loan" as defined in the Act that is a first lien Mortgage Loan, which is not a "High Cost
Home Loan" as defined in the Act or (2) "Covered Home Loan" as defined in the Act that is a first lien purchase money Mortgage Loan,
which is not a High Cost Home Loan under the Act, or (d) secured by Mortgaged Property in the Commonwealth of Massachusetts with a
loan application date on or after November 7, 2004 that refinances a mortgage loan that is less than sixty (60) months old, unless
such Mortgage Loan (1) is on an investment property, (ii) meets the requirements set forth in the Code of Massachusetts Regulation
("CMR"), 209 CMR 53.04(1)(b), or (iii) meets the requirements set forth in the 209 CMR 53.04(1)(c). In addition to and
notwithstanding anything to the contrary herein, no Mortgage Loan for which the Mortgaged Property is located in New Jersey is a Home
Loan as defined in the Act that was made, arranged, or assigned by a person selling either a manufactured home or home improvements
to the Mortgaged Property or was made by an originator to whom the Mortgagor was referred by any such seller. Each Mortgage Loan is
being (and has been) serviced in accordance with Accepted Servicing Practices and applicable state and federal laws, including,
without limitation, the Federal Truth-In-Lending Act and other consumer protection laws, real estate settlement procedures, usury,
equal credit opportunity and disclosure laws. Company shall maintain in its possession, available for the Purchaser's inspection, as
appropriate, and shall deliver to the Purchaser or its designee upon demand, evidence of compliance with all such requirements;
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(i) The Mortgage has not been satisfied, canceled or subordinated, in whole or in part, or rescinded, and the Mortgaged
Property has not been released from the lien of the Mortgage, in whole or in part nor has any instrument been executed that would
effect any such release, cancellation, subordination or rescission. The Company has not waived the performance by the Mortgagor of
any action, if the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor has the Company
waived any default resulting from any action or inaction by the Mortgagor;
(j) The Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged Property, including all
buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems
affixed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing securing
the Mortgage Note's original principal balance subject to principles of equity, bankruptcy, insolvency and other laws of general
application affecting the rights of creditors. The Mortgage and the Mortgage Note do not contain any evidence of any security
interest or other interest or right thereto. Such lien is free and clear of all adverse claims, liens and encumbrances having
priority over the first lien of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and
assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the
public record as of the date of recording which are acceptable to mortgage lending institutions generally and either (A) which are
referred to in the lender's title insurance policy delivered to the originator or otherwise considered in the appraisal made for the
originator of the Mortgage Loan, or (B) which do not adversely affect the residential use or Appraised Value of the Mortgaged
Property as set forth in such appraisal, and (3) other matters to which like properties are commonly subject which do not
individually or in the aggregate materially interfere with the benefits of the security intended to be provided by the Mortgage or
the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting, enforceable and
perfected first lien and first priority security interest on the property described therein, and the Company has the full right to
sell and assign the same to the Purchaser;
(k) The Mortgage Note and the related Mortgage are original and genuine and each is the legal, valid and binding obligation
of the maker thereof, enforceable in all respects in accordance with its terms subject to principles of equity, bankruptcy,
insolvency and other laws of general application affecting the rights of creditors, and the Company has taken all action necessary to
transfer such rights of enforceability to the Purchaser. All parties to the Mortgage Note and the Mortgage had the legal capacity to
enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The Mortgage Loan Documents are on forms
acceptable to Fannie Mae and FHLMC. The Mortgage Note and the Mortgage have been duly and properly executed by such parties. No
fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the
part of Company or the Mortgagor, or on the part of any other party involved in the origination or servicing of the Mortgage Loan.
The proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and
all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have
been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage
were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;
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(l) The Company is the sole owner and holder of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note. Upon
the sale of the Mortgage Loan to the Purchaser, the Company will retain the Mortgage File or any part thereof with respect thereto
not delivered to the Purchaser or the Purchaser's designee in trust only for the purpose of servicing and supervising the servicing
of the Mortgage Loan. Immediately prior to the transfer and assignment to the Purchaser, the Mortgage Loan, including the Mortgage
Note and the Mortgage, were not subject to an assignment, sale or pledge to any person other than Purchaser, and the Company had good
and marketable title to and was the sole owner thereof and had full right to transfer and sell the Mortgage Loan to the Purchaser
free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest and has the full right and authority
subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan pursuant to this
Agreement and following the sale of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of any encumbrance,
equity, participation interest, lien, pledge, charge, claim or security interest. The Company intends to relinquish all rights to
possess, control and monitor the Mortgage Loan, except for the purposes of servicing the Mortgage Loan as set forth in this
Agreement. After the related Closing Date, the Company will not have any right to modify or alter the terms of the sale of the
Mortgage Loan and the Company will not have any obligation or right to repurchase the Mortgage Loan or substitute another Mortgage
Loan, except as provided in this Agreement, or as otherwise agreed to by the Company and the Purchaser;
(m) Each Mortgage Loan is covered by an ALTA lender's title insurance policy or other generally acceptable form of policy
or insurance acceptable to Fannie Mae or FHLMC (including adjustable rate endorsements), issued by a title insurer acceptable to
Fannie Mae or FHLMC and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to
the exceptions contained in (j)(1), (2) and (3) above) the Company, its successors and assigns, as to the first priority lien of the
Mortgage in the original principal amount of the Mortgage Loan and against any loss by reason of the invalidity or unenforceability
of the lien resulting from the provisions of the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly
Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the
required mortgage title insurance. The Company, its successors and assigns, is the sole insured of such lender's title insurance
policy, such title insurance policy has been duly and validly endorsed to the Purchaser or the assignment to the Purchaser of the
Company's interest therein does not require the consent of or notification to the insurer and such lender's title insurance policy is
in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this
Agreement. No claims have been made under such lender's title insurance policy, and no prior holder or servicer of the related
Mortgage, including the Company, nor any Mortgagor, has done, by act or omission, anything which would impair the coverage of such
lender's title insurance policy;
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(n) There is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage
Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a
default, breach, violation or event permitting acceleration; and neither the Company, nor any prior mortgagee has waived any default,
breach, violation or event permitting acceleration;
(o) There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights are
outstanding that under law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to
or equal to the lien of the related Mortgage;
(p) All improvements subject to the Mortgage which were considered in determining the appraised value of the Mortgaged
Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property (and wholly within the project
with respect to a condominium unit) and no improvements on adjoining properties encroach upon the Mortgaged Property except those
which are insured against by the title insurance policy referred to in clause (m) above and all improvements on the property comply
with all applicable zoning and subdivision laws and ordinances;
(q) Each Mortgage Loan was originated by or for the Company pursuant to, and conforms with, the Company's underwriting
guidelines attached as Exhibit H hereto. The Mortgage Loan bears interest at an adjustable rate (if applicable) as set forth in the
related Mortgage Loan Schedule, and Monthly Payments under the Mortgage Note are due and payable on the first day of each month. The
Mortgage contains the usual and enforceable provisions of the Company at the time of origination for the acceleration of the payment
of the unpaid principal amount of the Mortgage Loan if the related Mortgaged Property is sold without the prior consent of the
mortgagee thereunder;
(r) The Mortgaged Property is not subject to any material damage. At origination of the Mortgage Loan there was not, since
origination of the Mortgage Loan there has not been, and there currently is no proceeding pending for the total or partial
condemnation of the Mortgaged Property. The Company has not received notification that any such proceedings are scheduled to
commence at a future date;
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(s) The related Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby,
including, (1) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (2) otherwise by judicial
foreclosure. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the
Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;
(t) If the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified if required under applicable law
to act as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses, except as
may be required by local law, are or will become payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee's sale or attempted sale after default by the Mortgagor;
(u) The Mortgage File contains an appraisal of the related Mortgaged Property signed prior to the final approval of the
mortgage loan application by a Qualified Appraiser, approved by the Company, who had no interest, direct or indirect, in the
Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Fannie Mae or FHLMC and Title XI of the
Federal Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on
the date the Mortgage Loan was originated. The appraisal is in a form acceptable to Fannie Mae or FHLMC;
(v) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such interest, were) (A) in compliance with any and all applicable licensing
requirements of the laws of the state wherein the Mortgaged Property is located, and (B) (1) organized under the laws of such state,
or (2) qualified to do business in such state, or (3) federal savings and loan associations or national banks or a Federal Home Loan
Bank or savings bank having principal offices in such state, or (4) not doing business in such state;
(w) The related Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding
Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to above and such collateral
does not serve as security for any other obligation;
(x) The Mortgagor has received and has executed, where applicable, all disclosure materials required by applicable law with
respect to the making of such mortgage loans;
(y) The Mortgage Loan does not contain balloon or "graduated payment" features; No Mortgage Loan is subject to a buydown
agreement or contains any buydown provision;
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(z) The Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and the Company has no knowledge of any
circumstances or conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing
that could reasonably be expected to cause investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage
Loan to become delinquent, or materially adversely affect the value or marketability of the Mortgage Loan;
(aa) Each Mortgage Loan bears interest based upon a thirty (30) day month and a three hundred and sixty (360) day year. The
Mortgage Loans have an original term to maturity of not more than thirty (30) years, with interest payable in arrears on the first
day of each month. As to each adjustable rate Mortgage Loan, on each applicable Adjustment Date, the Mortgage Interest Rate will be
adjusted to equal the sum of the Index, plus the applicable Margin; provided, that the Mortgage Interest Rate, on each applicable
Adjustment Date, will not increase by more than the Initial Rate Cap or Periodic Rate Cap, as applicable. Over the term of each
adjustable rate Mortgage Loan, the Mortgage Interest Rate will not exceed such Mortgage Loan's Lifetime Rate Cap. None of the
Mortgage Loans are "interest-only" Mortgage Loans or "negative amortization" Mortgage Loans. With respect to each adjustable rate
Mortgage Loan, each Mortgage Note requires a monthly payment which is sufficient (a) during the period prior to the first adjustment
to the Mortgage Interest Rate, to fully amortize the original principal balance over the original term thereof and to pay interest at
the related Mortgage Interest Rate, and (b) during the period following each Adjustment Date, to fully amortize the outstanding
principal balance as of the first day of such period over the then remaining term of such Mortgage Note and to pay interest at the
related Mortgage Interest Rate. With respect to each adjustable rate Mortgage Loan, the Mortgage Note provides that when the Mortgage
Interest Rate changes on an Adjustment Date, the then outstanding principal balance will be reamortized over the remaining life of
the Mortgage Loan. No Mortgage Loan contains terms or provisions which would result in negative amortization. None of the Mortgage
Loans contain a conversion feature which would cause the Mortgage Loan interest rate to convert to a fixed interest rate. None of
the Mortgage Loans are considered agricultural loans;
(bb) (INTENTIONALLY LEFT BLANK)
(cc) (INTENTIONALLY LEFT BLANK)
(dd) (INTENTIONALLY LEFT BLANK)
(ee) (INTENTIONALLY LEFT BLANK)
(ff) (INTENTIONALLY LEFT BLANK)
(gg) (INTENTIONALLY LEFT BLANK)
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(hh) In the event the Mortgage Loan had an LTV at origination greater than 80.00%, the excess of the principal balance
of the Mortgage Loan over 75.0% of the Appraised Value of the Mortgaged Property with respect to a Refinanced Mortgage Loan, or the
lesser of the Appraised Value or the purchase price of the Mortgaged Property with respect to a purchase money Mortgage Loan was
insured as to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. No Mortgage Loan has an LTV over
95%. All provisions of such Primary Mortgage Insurance Policy have been and are being complied with, such policy is in full force
and effect, and all premiums due thereunder have been paid. No Mortgage Loan requires payment of such premiums, in whole or in part,
by the Purchaser. No action, inaction, or event has occurred and no state of facts exists that has, or will result in the exclusion
from, denial of, or defense to coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance Policy obligates the Mortgagor
thereunder to maintain the Primary Mortgage Insurance Policy, subject to state and federal law, and to pay all premiums and charges
in connection therewith. No action has been taken or failed to be taken, on or prior to the Closing Date which has resulted or will
result in an exclusion from, denial of, or defense to coverage under any Primary Mortgage Insurance Policy (including, without
limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely payment of the full amount
of the loss otherwise due thereunder to the insured) whether arising out of actions, representations, errors, omissions, negligence,
or fraud of the Company or the Mortgagor, or for any other reason under such coverage; The mortgage interest rate for the Mortgage
Loan as set forth on the related Mortgage Loan Schedule is net of any such insurance premium. Any Mortgage Loan subject to a Lender
Primary Mortgage Insurance Policy obligates the Company to maintain the Lender Primary Mortgage Insurance Policy and to pay all
premiums and charges in connection therewith;
(ii) The Assignment is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located;
(jj) None of the Mortgage Loans are secured by an interest in a leasehold estate. The Mortgaged Property is located in
the state identified in the related Mortgage Loan Schedule and consists of a single parcel of real property with a detached single
family residence erected thereon, or a townhouse, or a two-to four-family dwelling, or an individual condominium unit in a
condominium project, or an individual unit in a planned unit development or a de minimis planned unit development, provided, however,
that no residence or dwelling is a single parcel of real property with a manufactured home not affixed to a permanent foundation, or
a mobile home. Any condominium unit or planned unit development conforms with the Company's underwriting guidelines. As of the date
of origination, no portion of any Mortgaged Property was used for commercial purposes, and since the Origination Date, no portion of
any Mortgaged Property has been, or currently is, used for commercial purposes;
(kk) Payments on the Mortgage Loan commenced no more than sixty (60) days after the funds were disbursed in connection
with the Mortgage Loan. The Mortgage Note is payable on the first day of each month in monthly installments of principal and
interest, which installments are subject to change due to the adjustments to the Mortgage Interest Rate on each Adjustment Date, with
interest calculated and payable in arrears. Each of the Mortgage Loans will amortize fully by the stated maturity date, over an
original term of not more than thirty years from commencement of amortization;
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(ll) As of the Closing Date of the Mortgage Loan, the Mortgage Property was lawfully occupied under applicable law, and
all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged
Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire
underwriting certificates, have been made or obtained from the appropriate authorities;
(mm) There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any
environmental law, rule or regulation is an issue; there is no violation of any environmental law, rule or regulation with respect to
the Mortgaged Property; and the Company has not received any notice of any environmental hazard on the Mortgaged Property and nothing
further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to
use and enjoyment of said property;
(nn) The Mortgagor has not notified the Company, and the Company has no knowledge of any relief requested or allowed to
the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;
(oo) No Mortgage Loan is a construction or rehabilitation Mortgage Loan or was made to facilitate the trade-in or
exchange of a Mortgaged Property;
(pp) The Mortgagor for each Mortgage Loan is a natural person;
(qq) None of the Mortgage Loans are Co-op Loans;
(rr) With respect to each Mortgage Loan that has a prepayment penalty feature, each such prepayment penalty is
enforceable and will be enforced by the Company and each prepayment penalty is permitted pursuant to federal, state and local law. No
Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was originated.
Except as otherwise set forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a prepayment penalty,
such prepayment penalty is at least equal to the lesser of (A) the maximum amount permitted under applicable law and (B) six months
interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal balance of such
Mortgage Loan;
(ss) With respect to each Mortgage Loan either (i) the fair market value of the Mortgaged Property securing such Mortgage
Loan was at least equal to 80 percent of the original principal balance of such Mortgage Loan at the time such Mortgage Loan was
originated or (ii) (a) the Mortgage Loan is only secured by the Mortgage Property and (b) substantially all of the proceeds of such
Mortgage Loan were used to acquire or to improve or protect the Mortgage Property. For the purposes of the preceding sentence, if the
Mortgage Loan has been significantly modified other than as a result of a default or a reasonable foreseeable default, the modified
Mortgage Loan will be viewed as having been originated on the date of the modification;
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(tt) The Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to
sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union,
insurance company or similar institution which is supervised and examined by a federal or state authority;
(uu) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged Properties are timeshares;
(vv) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments and adjustments of the
outstanding principal balance are enforceable, all such adjustments have been properly made, including the mailing of required
notices, and such adjustments do not and will not affect the priority of the Mortgage lien. With respect to each Mortgage Loan
which has passed its initial Adjustment Date, Company has performed an audit of the Mortgage Loan to determine whether all
interest rate adjustments have been made in accordance with the terms of the Mortgage Note and Mortgage;
(ww) Each Mortgage Note, each Mortgage, each Assignment and any other documents required pursuant to this Agreement to be
delivered to the Purchaser or its designee, or its assignee for each Mortgage Loan, have been, on or before the related Closing Date,
delivered to the Purchaser or its designee, or its assignee;
(xx) There is no Mortgage Loan that was originated on or after October 1, 2002 and before March 7, 2003, which is secured by
property located in the State of Georgia;
(yy) No proceeds from any Mortgage Loan were used to finance single premium credit insurance policies;
(zz) No borrower was encouraged or required to select a Mortgage Loan product offered by the Mortgage Loan's
originator which is a higher cost product designed for less creditworthy borrowers, unless at the time of
the Mortgage Loan's origination, such borrower did not qualify taking into account credit history and
debt-to-income ratios for a lower-cost credit product then offered by the Mortgage Loan's originator or any
affiliate of the Mortgage Loan's originator. If, at the time of loan application, the borrower may have
qualified for a lower-cost credit product then offered by any mortgage lending affiliate of the Mortgage
Loan's originator, the Mortgage Loan's originator referred the borrower's application to such affiliate for
underwriting consideration;
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(aaa) The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical
principles which relate the borrower's income, assets and liabilities to the proposed payment and such underwriting methodology does
not rely on the extent of the borrower's equity in the collateral as the principal determining factor in approving such credit
extension. Such underwriting methodology confirmed that at the time of origination (application/approval) the borrower had a
reasonable ability to make timely payments on the Mortgage Loan;
(bbb) With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to
maturity: (i) prior to the loan's origination, the borrower agreed to such premium in exchange for a monetary benefit, including but
not limited to a rate or fee reduction, (ii) prior to the loan's origination, the borrower was offered the option of obtaining a
mortgage loan that did not require payment of such a premium, (iii) the prepayment premium is disclosed to the borrower in the loan
documents pursuant to applicable state and federal law, and (iv) notwithstanding any state or federal law to the contrary, the
Servicer shall not impose such prepayment premium in any instance when the mortgage debt is accelerated as the result of the
borrower's default in making the loan payments;
(ccc) No borrower was required to purchase any credit life, disability, accident or health insurance product as a condition of
obtaining the extension of credit. No borrower obtained a prepaid single-premium credit life, disability, accident or health
insurance policy in connection with the origination of the Mortgage Loan; No proceeds from any Mortgage Loan were used to purchase
single premium credit insurance policies as part of the origination of, or as a condition to closing, such Mortgage Loan;
(ddd) The Company will transmit full-file credit reporting data for each Mortgage Loan pursuant to the Fannie Mae Selling Guide
and that for each Mortgage Loan, the Company agrees it shall report one of the following statuses each month as follows: new
origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off,
(eee) Any Mortgage Loan with a Mortgaged Property in the State of Illinois complies with the Illinois Interest Act; and
(fff) With respect to any Mortgage Loan originated on or after August 1, 2004 and underlying the security, neither the related
Mortgage nor the related Mortgage Note requires the borrower to submit to arbitration to resolve any dispute arising out of or
relating in any way to the mortgage loan transaction.
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Section 3.03 Repurchase; Substitution.
It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive the
sale of the Mortgage Loans and delivery of the Mortgage Loan Documents to the Purchaser, or its designee, and shall inure to the
benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the
examination, or lack of examination, of any Mortgage File. Upon discovery by either the Company or the Purchaser of a breach of any
of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the
interest of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. The
Company shall have a period of sixty (60) days from the earlier of its discovery or its receipt of notice of any such breach within
which to correct or cure such breach. The Company hereby covenants and agrees that if any such breach is not corrected or cured
within such sixty day period, the Company shall, at the Purchaser's option and not later than ninety (90) days of its discovery or
its receipt of notice of such breach, repurchase such Mortgage Loan at the Repurchase Price or, with the Purchaser's prior consent
and at Purchaser's sole option, substitute a Mortgage Loan as provided below. In the event that any such breach shall involve any
representation or warranty set forth in Section 3.01, and such breach is not cured within sixty (60) days of the earlier of either
discovery by or notice to the Company of such breach, all Mortgage Loans shall, at the option of the Purchaser, be repurchased by the
Company at the Repurchase Price. Any such repurchase shall be accomplished by wire transfer of immediately available funds to
Purchaser in the amount of the Repurchase Price.
If the Company is required to repurchase any Mortgage Loan pursuant to this Section 3.03, the Company may, with the
Purchaser's prior consent and at Purchaser's sole option, within ninety (90) days from the related Closing Date, remove such
defective Mortgage Loan from the terms of this Agreement and substitute another mortgage loan for such defective Mortgage Loan, in
lieu of repurchasing such defective Mortgage Loan. Any substitute Mortgage Loan is subject to Purchaser acceptability. Any
substituted Loans will comply with the representations and warranties set forth in this Agreement as of the substitution date
The Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the removed Mortgage Loan from this
Agreement and the substitution of such substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall review the
Mortgage File delivered to it relating to the substitute Mortgage Loan. In the event of such a substitution, accrued interest on the
substitute Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon during such month
shall be the property of the Purchaser and accrued interest for such month on the Mortgage Loan for which the substitution is made
and any Principal Prepayments made thereon during such month shall be the property of the Company. The principal payment on a
substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of the Company and the principal
payment on the Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.
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For any month in which the Company is permitted to substitute one or more substitute Mortgage Loans, the Company will
determine the amount (if any) by which the aggregate Stated Principal Balance (after application of the principal portion of all
scheduled payments due in the month of substitution) of all the substitute Mortgage Loans in the month of substitution is less then
the aggregate Stated Principal Balance (after application of the principal portion of the scheduled payment due in the month of
substitution) of the such replaced Mortgage Loan. An amount equal to the aggregate of such deficiencies described in the preceding
sentence for any Remittance Date shall be deposited into the Custodial Account by the Company on the related Determination Date in
the month following the calendar month during which the substitution occurred.
It is understood and agreed that the obligation of the Company set forth in this Section 3.03 to cure, repurchase or
substitute for a defective Mortgage Loan, and to indemnify Purchaser pursuant to Section 8.01, constitute the sole remedies of the
Purchaser respecting a breach of the foregoing representations and warranties. If the Company fails to repurchase or substitute for
a defective Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective Mortgage Loan to Purchaser's reasonable
satisfaction in accordance with this Section 3.03, or to indemnify Purchaser pursuant to Section 8.01, that failure shall be an Event
of Default and the Purchaser shall be entitled to pursue all remedies available in this Agreement as a result thereof. No provision
of this paragraph shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Sections 10.01 and
11.01.
Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made
in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) the earlier of discovery of such breach by the Company or
notice thereof by the Purchaser to the Company, (ii) failure by the Company to cure such breach or repurchase such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.
In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision of this Agreement, with
respect to any Mortgage Loan that is not in default or as to which no default is imminent, no substitution pursuant to Subsection
3.03 shall be made after the applicable REMIC's "start up day" (as defined in Section 860G(a) (9) of the Code), unless the Company
has obtained an Opinion of Counsel to the effect that such substitution will not (i) result in the imposition of taxes on "prohibited
transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii) cause the REMIC
to fail to qualify as a REMIC at any time.
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Section 3.04 Representations and Warranties of the Purchaser.
The Purchaser represents, warrants and convenants to the Company that, as of the related Closing Date or as of such date
specifically provided herein:
(a) The Purchaser is a corporation, dully organized validly existing and in good standing under the laws of the State of
Delaware and is qualified to transact business in, is in good standing under the laws of, and possesses all licenses necessary for
the conduct of its business in, each state in which any Mortgaged Property is located or is otherwise except or not required under
applicable law to effect such qualification or license;
(b) The Purchaser has full power and authority to hold each Mortgage Loan, to purchase each Mortgage Loan pursuant to this
Agreement and the related Term Sheet and to execute, deliver and perform, and to enter into and consummate all transactions
contemplated by this Agreement and the related Term Sheet and to conduct its business as presently conducted, has duly authorized the
execution, delivery and performance of this Agreement and the related Term Sheet, has duly executed and delivered this Agreement and
the related Term Sheet;
(c) None of the execution and delivery of this Agreement and the related Term Sheet, the purchase of the Mortgage Loans,
the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this
Agreement and the related Term Sheet will conflict with any of the terms, conditions or provisions of the Purchaser's charter or
by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal
restriction or any agreement or instrument to which the Purchaser is now a party or by which it is bound, or constitute a default or
result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order,
judgment or decree to which the Purchaser or its property is subject;
(d) There is no litigation pending or to the best of the Purchaser's knowledge, threatened with respect to the Purchaser
which is reasonably likely to have a material adverse effect on the purchase of the related Mortgage Loans, the execution, delivery
or enforceability of this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on
the financial condition of the Purchaser;
(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the
execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement and the related Term
Sheet, the purchase of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement and the related Term
Sheet except for consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement and the related Term Sheet is in the ordinary
course of business of the Purchaser;
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(h) The Purchaser will treat the purchase of the Mortgage Loans from the Company as a purchase for reporting, tax and
accounting purposes; and
(i) The Purchaser does not believe, nor does it have any cause or reason to believe, that it cannot perform each and
every of its covenants contained in this Agreement and the related Term Sheet.
The Purchaser shall indemnify the Company and hold it harmless against any claims, proceedings, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from a
breach by the Purchaser of the representations and warranties contained in this Section 3.04. It is understood and agreed that the
obligations of the Purchaser set forth in this Section 3.04 to indemnify the Seller as provided herein constitute the sole remedies
of the Seller respecting a breach of the foregoing representations and warranties.
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ARTICLE IVADMINISTRATION AND SERVICING OF MORTGAGE LOANSSection 4.01 Company to Act as Servicer.The Company, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with this
Agreement and the related Term Sheet and with Accepted Servicing Practices, and shall have full power and authority, acting alone, to
do or cause to be done any and all things in connection with such servicing and administration which the Company may deem necessary
or desirable and consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing Practices and
exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement and the related Term
Sheet, the Company shall service the Mortgage Loans in strict compliance with the servicing provisions of the Fannie Mae Guides
(special servicing option), which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the
collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a
Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions
insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies and Lender
Primary Mortgage Insurance Policies, insurance claims, the title, management and disposition of REO Property, permitted withdrawals
with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer
of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of
any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and the related Term Sheet and
any of the servicing provisions of the Fannie Mae Guides, the provisions of this Agreement and the related Term Sheet shall control
and be binding upon the Purchaser and the Company.
Consistent with the terms of this Agreement and the related Term Sheet, the Company may waive, modify or vary any term of
any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the
Company's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the
Purchaser, provided, however, that unless the Company has obtained the prior written consent of the Purchaser, the Company shall not
permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer for more than ninety
days or forgive any payment of principal or interest, reduce or increase the outstanding principal balance (except for actual
payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which has been
agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the
Company shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest
payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference
between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of
such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to the
same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Company shall
continue, and is hereby authorized and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation,
or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to
the Mortgaged Properties. Notwithstanding anything herein to the contrary, the Company may not enter into a forbearance agreement or
similar arrangement with respect to any Mortgage Loan which runs more than 180 days after the first delinquent Due Date. Any such
agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer and Lender Primary
Mortgage Insurance Policy insurer, if required.
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Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through Transfer,
the Company (a) with respect to such Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would
change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such
default is, in the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or amendment of any term
of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or
Treasury regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition
of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions.
Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through Transfer, which is not contemplated
under the terms of this Agreement, the Company will obtain an Opinion of Counsel acceptable to the trustee in such Pass-Through
Transfer with respect to whether such action could result in the imposition of a tax upon any REMIC (including but not limited to the
tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code)(either such event, an "Adverse REMIC Event"), and the Company shall not take any such actions as to
which it has been advised that an Adverse REMIC Event could occur.
The Company shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC.
The Company shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a
REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permittedinvestments" as defined in Section 860G(a)(5) of the Code.
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In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing Practices, giving due
consideration to the Purchaser's reliance on the Company. Unless a different time period is stated in this Agreement or the related
Term Sheet, Purchaser shall be deemed to have given consent in connection with a particular matter if Purchaser does not
affirmatively grant or deny consent within five (5) Business Days from the date Purchaser receives a second written request for
consent for such matter from Company as servicer.
The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that the Subservicer is an entity
that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service
mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and
in either case shall be a FHLMC or Fannie Mae approved mortgage servicer in good standing, and no event has occurred, including but
not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders
imposed by Fannie Mae or for seller/servicers imposed by Fannie Mae or FHLMC, or which would require notification to Fannie Mae or
FHLMC. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its
licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to
protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its
duties under the related Subservicing Agreement. The Company may perform any of its servicing responsibilities hereunder or may
cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of the Subservicer
shall not release the Company from any of its obligations hereunder and the Company shall remain responsible hereunder for all acts
and omissions of the Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees
and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Company shall
notify Purchaser promptly in writing upon the appointment of any Subservicer.
At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company shall be
entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing responsibilities to be
performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained
herein shall be deemed to prevent or prohibit the Company, at the Company's option, from electing to service the related Mortgage
Loans itself. In the event that the Company's responsibilities and duties under this Agreement are terminated pursuant to Section
4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate the
rights and responsibilities of the Subservicer effective as of the date of termination of the Company. The Company shall pay all
fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's own
funds without reimbursement from the Purchaser.
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Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company and the
Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be relieved of its
obligations to the Purchaser and shall be obligated to the same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the Subservicer for
indemnification of the Company by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification. The Company will indemnify and hold Purchaser harmless from any loss, liability or expense arising out of its use
of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder.
Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer
shall be deemed to be between the Subservicer and Company alone, and the Purchaser shall have no obligations, duties or liabilities
with respect to the Subservicer including no obligation, duty or liability of Purchaser to pay the Subservicer's fees and expenses.
For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to have received a
payment on a Mortgage Loan when the Subservicer has received such payment.
Section 4.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to this Agreement, the Company will
proceed diligently to collect all payments due under each Mortgage Loan when the same shall become due and payable and shall, to the
extent such procedures shall be consistent with this Agreement, Accepted Servicing Practices, and the terms and provisions of any
related Primary Mortgage Insurance Policy and Lender Primary Mortgage Insurance Policy, follow such collection procedures as it
follows with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Further, the Company will take
special care in ascertaining and estimating annual escrow payments, and all other charges that, as provided in the Mortgage, will
become due and payable, so that the installments payable by the Mortgagors will be sufficient to pay such charges as and when they
become due and payable.
In no event will the Company waive its right to any prepayment penalty or premium without the prior written consent of
Purchaser and Company will use diligent efforts to collect same when due except as otherwise provided in the prepayment penalty
provisions provided in the Mortgage Loan Documents.
Section 4.03 Realization Upon Defaulted MortgageThe Company shall use its best efforts, consistent with the procedures that the Company would use in servicing loans for its
own account, consistent with Accepted Servicing Practices, any Primary Mortgage Insurance Policies and Lender Primary Mortgage
Insurance Policies and the best interest of Purchaser, to foreclose upon or otherwise comparably convert the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments pursuant to Section 4.01. Foreclosure or comparable proceedings shall be initiated within ninety
(90) days of default for Mortgaged Properties for which no satisfactory arrangements can be made for collection of delinquent
payments, subject to state and federal law and regulation. The Company shall use its best efforts to realize upon defaulted Mortgage
Loans in such manner as will maximize the receipt of principal and interest by the Purchaser, taking into account, among other
things, the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in any case in which a Mortgaged
Property shall have suffered damage, the Company shall not be required to expend its own funds toward the restoration of such
property unless it shall determine in its discretion (i) that such restoration will increase the proceeds of liquidation of the
related Mortgage Loan to the Purchaser after reimbursement to itself for such expenses, and (ii) that such expenses will be
recoverable by the Company through Insurance Proceeds or Liquidation Proceeds from the related Mortgaged Property, as contemplated in
Section 4.05. Company shall obtain prior approval of Purchaser as to repair or restoration expenses in excess of ten thousand
dollars ($10,000). The Company shall notify the Purchaser in writing of the commencement of foreclosure proceedings and not less
than 5 days prior to the acceptance or rejection of any offer of reinstatement. The Company shall be responsible for all costs and
expenses incurred by it in any such proceedings or functions; provided, however, that it shall be entitled to reimbursement thereof
from the related property, as contemplated in Section 4.05. Notwithstanding anything to the contrary contained herein, in connection
with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Company has reasonable cause to believe that a
Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Purchaser otherwise requests an
environmental inspection or review of such Mortgaged Property, such an inspection or review is to be conducted by a qualified
inspector at the Purchaser's expense. Upon completion of the inspection, the Company shall promptly provide the Purchaser with a
written report of the environmental inspection. After reviewing the environmental inspection report, the Purchaser shall determine
how the Company shall proceed with respect to the Mortgaged Property.
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Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the
Company as servicer of any Mortgage Loan which becomes ninety (90) days or greater delinquent in payment of a scheduled Monthly
Payment, without payment of any termination fee with respect thereto, provided that the Company shall on the date said termination
takes effect be reimbursed for any unreimbursed Monthly Advances of the Company's funds made pursuant to Section 5.03 and any
unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such delinquent Mortgage
Loan notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the provisions of
Section 11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to such delinquent
Mortgage Loan to the Purchaser or its designee.
In the event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property, such property shall be disposed of by
the Company, with the consent of Purchaser as required pursuant to this Agreement, before the close of the third taxable year
following the taxable year in which the Mortgage Loan became an REO Property, unless the Company provides to the trustee under such
REMIC an opinion of counsel to the effect that the holding of such REO Property subsequent to the close of the third taxable year
following the taxable year in which the Mortgage Loan became an REO Property, will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code, or cause the transaction to fail to qualify as a REMIC at any time
that certificates are outstanding. Company shall manage, conserve, protect and operate each such REO Property for the
certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such property to fail
to qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E) of the Code, or any "net income from foreclosure
property" which is subject to taxation under the REMIC provisions of the Code. Pursuant to its efforts to sell such property, the
Company shall either itself or through an agent selected by Company, protect and conserve such property in the same manner and to
such an extent as is customary in the locality where such property is located. Additionally, Company shall perform the tax
withholding and reporting related to Sections 1445 and 6050J of the Code.
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Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts.The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from
any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts. The Custodial Account shall
be an Eligible Account. Funds shall be deposited in the Custodial Account within 24 hours of receipt, and shall at all times be
insured by the FDIC up to the FDIC insurance limits, or must be invested in Permitted Investments for the benefit of the Purchaser.
Funds deposited in the Custodial Account may be drawn on by the Company in accordance with Section 4.05. The creation of any
Custodial Account shall be evidenced by a letter agreement in the form shown in Exhibit B hereto. The original of such letter
agreement shall be furnished to the Purchaser on the Closing Date, and upon the request of any subsequent Purchaser.
The Company shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and
collections received or made by it subsequent to the Cut-off Date, or received by it prior to the Cut-off Date but allocable to a
period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date:
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
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(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) any amounts required to be deposited by the Company in connection with any REO Property pursuant to Section 4.13 and
in connection therewith, the Company shall provide the Purchaser with written detail itemizing all of such amounts;
(v) all Insurance Proceeds including amounts required to be deposited pursuant to Sections 4.08, 4.10 and 4.11, other
than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the
Mortgagor in accordance with Accepted Servicing Practices, the Mortgage Loan Documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance
with Accepted Servicing Practices, the loan documents or applicable law;
(vii) any Monthly Advances;
(viii) with respect to each full or partial Principal Prepayment, any Prepayment Interest Shortfalls, to the extent of the
Company's aggregate Servicing Fee received with respect to the related Prepayment Period;
(ix) any amounts required to be deposited by the Company pursuant to Section 4.10 in connection with the deductible
clause in any blanket hazard insurance policy, such deposit shall be made from the Company's own funds, without reimbursement
therefor; and
(x) any amounts required to be deposited in the Custodial Account pursuant to Section 4.01, 4.13 or 6.02.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the
extent permitted by Section 6.01, need not be deposited by the Company in the Custodial Account. Any interest paid on funds
deposited in the Custodial Account by the depository institution shall accrue to the benefit of the Company and the Company shall be
entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 4.05 (iv). The Purchaser shall not be
responsible for any losses suffered with respect to investment of funds in the Custodial Account.
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Section 4.05 Permitted Withdrawals From the Custodial Account.The Company may, from time to time, withdraw from the Custodial Account for the following purposes:
(i) to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Company's right to reimburse itself pursuant to this subclause (ii)
being limited to amounts received on the related Mortgage Loan which represent late collections (net of the related Servicing Fees)
of principal and/or interest respecting which any such advance was made, it being understood that, in the case of such reimbursement,
the Company's right thereto shall be prior to the rights of the Purchaser, except that, where the Company is required to repurchase a
Mortgage Loan, pursuant to Section 3.03, the Company's right to such reimbursement shall be subsequent to the payment to the
Purchaser of the Repurchase Price pursuant to such Section and all other amounts required to be paid to the Purchaser with respect to
such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing Fees(or REO administration fees
described in Section 4.13), the Company's right to reimburse itself pursuant to this subclause (iii) with respect to any Mortgage
Loan being limited to related proceeds from Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the
relevant provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement; any recovery shall be made upon liquidation
of the REO Property;
(iv) to pay to itself as part of its servicing compensation (a) any interest earned on funds in the Custodial Account
(all such interest to be withdrawn monthly not later than each Remittance Date), and (b) the Servicing Fee from that portion of any
payment or recovery as to interest with respect to a particular Mortgage Loan;
(v) to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant to Section 3.03 all amounts
received thereon and not distributed as of the date on which the related repurchase price is determined,
(vi) to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;
(vii) to remove funds inadvertently placed in the Custodial Account by the Company;
(vi) to clear and terminate the Custodial Account upon the termination of this Agreement; and
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(vii) to reimburse itself for Nonrecoverable Advances to the extent not reimbursed pursuant to clause (ii) or clause (iii).
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow
Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow
Accounts. The Escrow Account shall be an Eligible Account. Funds deposited in each Escrow Account shall at all times be insured in
a manner to provide maximum insurance under the insurance limitations of the FDIC, or must be invested in Permitted Investments.
Funds deposited in the Escrow Account may be drawn on by the Company in accordance with Section 4.07. The creation of any Escrow
Account shall be evidenced by a letter agreement in the form shown in Exhibit C. The original of such letter agreement shall be
furnished to the Purchaser on the Closing Date, and upon request to any subsequent purchaser.
The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any
such items as required under the terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.
The Company shall make withdrawals from the Escrow Account only to effect such payments as are required under this
Agreement, and for such other purposes as shall be as set forth or in accordance with Section 4.07. The Company shall be entitled to
retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds
required by law to be paid to the Mortgagor and, to the extent required by law, the Company shall pay interest on escrowed funds to
the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest paid thereon is insufficient for such
purposes. The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Escrow Account.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by Company only:
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(i) to effect timely payments of ground rents, taxes, assessments, water rates, Primary Mortgage Insurance Policy
premiums, if applicable, fire and hazard insurance premiums, condominium assessments and comparable items;
(ii) to reimburse Company for any Servicing Advance made by Company with respect to a related Mortgage Loan but only from
amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be overages;
(iv) for transfer to the Custodial Account in accordance with the terms of this Agreement;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Company, or to the Mortgagor to the extent required by law, any interest paid on the funds deposited
in the Escrow Account;
(vii) to clear and terminate the Escrow Account on the termination of this Agreement. As part of its servicing duties,
the Company shall pay to the Mortgagors interest on funds in Escrow Account, to the extent required by law, and to the extent that
interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement
therefor; and
(viii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06.
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage Insurance Policies;Collections Thereunder.
With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the status of ground rents,
taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of
primary mortgage insurance premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges, including renewal premiums and shall effect payment thereof prior to the applicable penalty or termination
date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been estimated and accumulated by the Company in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage or applicable law. To the extent that the Mortgage does not provide for Escrow Payments, the Company
shall determine that any such payments are made by the Mortgagor at the time they first become due. The Company assumes full
responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of the
Mortgagor's faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own
funds to effect such payments.
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The Company will maintain in full force and effect Primary Mortgage Insurance Policies or Lender Primary Mortgage Insurance
Policies issued by a Qualified Insurer with respect to each Mortgage Loan for which such coverage is herein required. Such coverage
will be terminated only with the approval of Purchaser, or as required by applicable law or regulation. The Company will not cancel
or refuse to renew any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy in effect on the Closing Date
that is required to be kept in force under this Agreement unless a replacement Primary Mortgage Insurance Policy or Lender Primary
Mortgage Insurance Policy for such canceled or nonrenewed policy is obtained from and maintained with a Qualified Insurer. The
Company shall not take any action which would result in non-coverage under any applicable Primary Mortgage Insurance Policy or Lender
Primary Mortgage Insurance Policy of any loss which, but for the actions of the Company would have been covered thereunder. In
connection with any assumption or substitution agreement entered into or to be entered into pursuant to Section 6.01, the Company
shall promptly notify the insurer under the related Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy, if
any, of such assumption or substitution of liability in accordance with the terms of such policy and shall take all actions which may
be required by such insurer as a condition to the continuation of coverage under the Primary Mortgage Insurance Policy or Lender
Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy is
terminated as a result of such assumption or substitution of liability, the Company shall obtain a replacement Primary Mortgage
Insurance Policy or Lender Primary Mortgage Insurance Policy as provided above.
In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the insurer under any Private Mortgage Insurance Policy in a timely fashion in accordance with the terms of such
Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be
necessary to permit recovery under any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy respecting a
defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Company under any Primary Mortgage Insurance Policy
or Lender Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section
4.05.
Section 4.09 Transfer of Accounts.The Company may transfer the Custodial Account or the Escrow Account to a different Eligible Account from time to time.
Such transfer shall be made only upon obtaining the prior written consent of the Purchaser, which consent will not be unreasonably
withheld.
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Section 4.10 Maintenance of Hazard Insurance.The Company shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as is
acceptable to Fannie Mae or FHLMC and customary in the area where the Mortgaged Property is located in an amount which is equal to
the lesser of (i) the maximum insurable value of the improvements securing such Mortgage Loan or (ii) the greater of (a) the
outstanding principal balance of the Mortgage Loan, and (b) an amount such that the proceeds thereof shall be sufficient to prevent
the Mortgagor and/or the mortgagee from becoming a co-insurer. If required by the Flood Disaster Protection Act of 1973, as amended,
each Mortgage Loan shall be covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal
Insurance Administration in effect with an insurance carrier acceptable to Fannie Mae or FHLMC, in an amount representing coverage
not less than the least of (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable value of the
improvements securing such Mortgage Loan or (iii) the maximum amount of insurance which is available under the Flood Disaster
Protection Act of 1973, as amended. If at any time during the term of the Mortgage Loan, the Company determines in accordance with
applicable law and pursuant to the Fannie Mae Guides that a Mortgaged Property is located in a special flood hazard area and is not
covered by flood insurance or is covered in an amount less than the amount required by the Flood Disaster Protection Act of 1973, as
amended, the Company shall notify the related Mortgagor that the Mortgagor must obtain such flood insurance coverage, and if said
Mortgagor fails to obtain the required flood insurance coverage within forty-five (45) days after such notification, the Company
shall immediately force place the required flood insurance on the Mortgagor's behalf. The Company shall also maintain on each REO
Property, fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the
improvements which are a part of such property, and, to the extent required and available under the Flood Disaster Protection Act of
1973, as amended, flood insurance in an amount as provided above. Any amounts collected by the Company under any such policies other
than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or REO
Property, or released to the Mortgagor in accordance with Accepted Servicing Practices, shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05. It is understood and agreed that no other additional insurance need be required by
the Company of the Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to this
Agreement, the Fannie Mae Guides or such applicable state or federal laws and regulations as shall at any time be in force and as
shall require such additional insurance. All such policies shall be endorsed with standard mortgagee clauses with loss payable to
the Company and its successors and/or assigns and shall provide for at least thirty days prior written notice of any cancellation,
reduction in the amount or material change in coverage to the Company. The Company shall not interfere with the Mortgagor's freedom
of choice in selecting either his insurance carrier or agent, provided, however, that the Company shall not accept any such insurance
policies from insurance companies unless such companies are Qualified Insurers.
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Section 4.11 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Company shall obtain and maintain a blanket policy issued by a Qualified Insurer insuring against
hazard losses on all of the Mortgage Loans, then, to the extent such policy provides coverage in an amount equal to the amount
required pursuant to Section 4.10 and otherwise complies with all other requirements of Section 4.10, it shall conclusively be deemed
to have satisfied its obligations as set forth in Section 4.10, it being understood and agreed that such policy may contain a
deductible clause, in which case the Company shall, in the event that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy complying with Section 4.10, and there shall have been a loss which would have been covered by such
policy, deposit in the Custodial Account the amount not otherwise payable under the blanket policy because of such deductible
clause. In connection with its activities as servicer of the Mortgage Loans, the Company agrees to prepare and present, on behalf of
the Purchaser, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy. Upon request of
the Purchaser, the Company shall cause to be delivered to the Purchaser a certified true copy of such policy and shall use its best
efforts to obtain a statement from the insurer thereunder that such policy shall in no event be terminated or materially modified
without thirty (30) days' prior written notice to the Purchaser.
Section 4.12 Fidelity Bond, Errors and Omissions Insurance.The Company shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with
broad coverage with responsible companies on all officers, employees or other persons acting in any capacity with regard to the
Mortgage Loan to handle funds, money, documents and papers relating to the Mortgage Loan. The Fidelity Bond shall be in the form of
the Mortgage Banker's Blanket Bond and shall protect and insure the Company against losses, including forgery, theft, embezzlement
and fraud of such persons. The errors and omissions insurance shall protect and insure the Company against losses arising out of
errors and omissions and negligent acts of such persons. Such errors and omissions insurance shall also protect and insure the
Company against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and the
release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision
of this Section 4.12 requiring the Fidelity Bond or errors and omissions insurance shall diminish or relieve the Company from its
duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and insurance policy shall be at
least equal to the corresponding amounts required by Fannie Mae in the Fannie Mae Guides. Upon request by the Purchaser, the Company
shall deliver to the Purchaser a certificate from the surety and the insurer as to the existence of the Fidelity Bond and errors and
omissions insurance policy and shall obtain a statement from the surety and the insurer that such Fidelity Bond or insurance policy
shall in no event be terminated or materially modified without thirty (30) days' prior written notice to the Purchaser. The Company
shall notify the Purchaser within five (5) business days of receipt of notice that such Fidelity Bond or insurance policy will be, or
has been, materially modified or terminated. The Purchaser (or any party having the status of Purchaser hereunder) and any
subsidiary thereof and their successors or assigns as their interests may appear must be named as loss payees on the Fidelity Bond
and as additional insured on the errors and omissions policy. Upon request by Purchaser, Company shall provide Purchaser with an
insurance certificate certifying coverage under this Section 4.12, and will provide an update to such certificate upon request, or
upon renewal or material modification of coverage.
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Section 4.13 Title, Management and Disposition of REO Property.
In the event that title to the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be taken in the name of the Purchaser or its designee, or in the event the Purchaser or its designee is not
authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected
under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name
of such Person or Persons as shall be consistent with an opinion of counsel obtained by the Company from an attorney duly licensed to
practice law in the state where the REO Property is located. Any Person or Persons holding such title other than the Purchaser shall
acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser.
The Company shall notify the Purchaser in accordance with the Fannie Mae Guides of each acquisition of REO Property upon
such acquisition (and, in any event, shall provide notice of the consummation of any foreclosure sale within three (3) Business Days
of the date Company receives notice of such consummation), together with a copy of the drive by appraisal or brokers price opinion of
the Mortgaged Property obtained in connection with such acquisition, and thereafter assume the responsibility for marketing such REO
property in accordance with Accepted Servicing Practices. Thereafter, the Company shall continue to provide certain administrative
services to the Purchaser relating to such REO Property as set forth in this Section 4.13. No Servicing Fee shall be assessed or
otherwise accrue on any REO Property from and after the date on which it becomes an REO Property.
The Company shall, either itself or through an agent selected by the Company, and in accordance with the Fannie Mae Guides
manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other
foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is
managed. The Company shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause
each REO Property to be inspected at least monthly thereafter or more frequently as required by the circumstances. The Company shall
make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and copies
thereof shall be forwarded by the Company to the Purchaser.
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The Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property
in any event within one year after title has been taken to such REO Property, unless the Company determines, and gives an appropriate
notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a
longer period than one (1) year is permitted under the foregoing sentence and is necessary to sell any REO Property, the Company
shall report monthly to the Purchaser as to the progress being made in selling such REO Property. No REO Property shall be marketed
for less than the Appraised Value, without the prior consent of Purchaser. No REO Property shall be sold for less than ninety five
percent (95%) of its Appraised Value, without the prior consent of Purchaser. All requests for reimbursement of Servicing Advances
shall be in accordance with the Fannie Mae Guides. The disposition of REO Property shall be carried out by the Company at such
price, and upon such terms and conditions, as the Company deems to be in the best interests of the Purchaser (subject to the above
conditions) only with the prior written consent of the Purchaser. Company shall provide monthly reports to Purchaser in reference to
the status of the marketing of the REO Properties.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the
Company as servicer of any such REO Property without payment of any termination fee with respect thereto, provided that the Company
shall on the date said termination takes effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to
Section 5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such
REO Property notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the
provisions of Section 11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to
such REO Property to the Purchaser or its designee. Within five Business Days of any such termination, the Company shall, if
necessary convey such property to the Purchaser and shall further provide the Purchaser with the following information regarding the
subject REO Property: the related drive by appraisal or brokers price opinion, and copies of any related Mortgage Impairment
Insurance Policy claims. In addition, within five Business Days, the Company shall provide the Purchaser with the following
information and documents regarding the subject REO Property: the related trustee's deed upon sale and copies of any related hazard
insurance claims, or repair bids.
Section 4.14 Notification of Maturity Date.
With respect to each Mortgage Loan, the Company shall execute and deliver to the Mortgagor any and all necessary notices
required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the maturity date if required under
applicable law.
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ARTICLE V
PAYMENTS TO THE PURCHASER
Section 5.01 Distributions.
On each Remittance Date, the Company shall distribute by wire transfer of immediately available funds to the Purchaser (i)
all amounts credited to the Custodial Account as of the close of business on the preceding Determination Date, net of charges against
or withdrawals from the Custodial Account pursuant to Section 4.05, plus (ii) all Monthly Advances, if any, which the Company is
obligated to distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage Loan Remittance Rate on any Principal
Prepayment from the date of such Principal Prepayment through the end of the month for which disbursement is made provided that the
Company's obligation as to payment of such interest shall be limited to the Servicing Fee earned during the month of the
distribution, minus (iv) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the
preceding Determination Date, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such
amounts. It is understood that, by operation of Section 4.04, the remittance on the first Remittance Date with respect to Mortgage
Loans purchased pursuant to the related Term Sheet is to include principal collected after the Cut-off Date through the preceding
Determination Date plus interest, adjusted to the Mortgage Loan Remittance Rate collected through such Determination Date exclusive
of any portion thereof allocable to the period prior to the Cut-off Date, with the adjustments specified in clauses (ii), (iii) and
(iv) above.
With respect to any remittance received by the Purchaser after the Remittance Date, the Company shall pay to the Purchaser
interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus three (3)
percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall cover the period
commencing with the day following the Business Day such payment was due and ending with the Business Day on which such payment is
made to the Purchaser, both inclusive. The payment by the Company of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Company. On each Remittance Date, the Company shall provide a remittance report
detailing all amounts being remitted pursuant to this Section 5.01.
Section 5.02 Statements to the Purchaser.The Company shall furnish to Purchaser an individual loan accounting report, as of the last Business Day of each month, in
the Company's assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With
respect to each month, the corresponding individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on a disk or tape or other computer-readable format in such format as may be mutually agreed upon
by both Purchaser and Company, and no later than the fifth Business Day of the following month in hard copy, and shall contain the
following:
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(i) With respect to each Monthly Payment, the amount of such remittance allocable to principal (including a separate
breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or premiums, along with a
detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Monthly Payment, the amount of such remittance allocable to interest;
(iii) the amount of servicing compensation received by the Company during the prior distribution period;
(iv) the aggregate Stated Principal Balance of the Mortgage Loans;
(v) the aggregate of any expenses reimbursed to the Company during the prior distribution period pursuant to Section 4.05;
(vi) The number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent (1) 30 to 59 days, (2) 60 to
89 days, (3) 90 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been acquired; and
The Company shall also provide a trial balance, sorted in Purchaser's assigned loan number order, in the form of Exhibit E
hereto, with each such Report.
The Company shall prepare and file any and all information statements or other filings required to be delivered to any
governmental taxing authority or to Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Company shall provide Purchaser with such information concerning the Mortgage Loans as is
necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.
In addition, not more than sixty (60) days after the end of each calendar year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable federal
income tax law as to the aggregate of remittances for the applicable portion of such year.
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Section 5.03 Monthly Advances by the Company.
Not later than the close of business on the Business Day preceding each Remittance Date, the Company shall deposit in the
Custodial Account an amount equal to all payments not previously advanced by the Company, whether or not deferred pursuant to Section
4.01, of principal (due after the Cut-off Date) and interest not allocable to the period prior to the Cut-off Date, adjusted to the
Mortgage Loan Remittance Rate, which were due on a Mortgage Loan and delinquent at the close of business on the related Determination
Date.
The Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue through the last Monthly
Payment due prior to the payment in full of the Mortgage Loan, or through the Remittance Date prior to the date on which the
Mortgaged Property liquidates (including Insurance Proceeds, proceeds from the sale of REO Property or Condemnation Proceeds) with
respect to the Mortgage Loan unless the Company deems such advance to be a Nonrecoverable Advance. In such event, the Company shall
deliver to the Purchaser an Officer's Certificate of the Company to the effect that an officer of the Company has reviewed the
related Mortgage File and has made the reasonable determination that any additional advances are nonrecoverable.
Section 5.04 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser pursuant to a deed-in-lieu
of foreclosure, the Company shall submit to the Purchaser a liquidation report with respect to such Mortgaged Property in a form
mutually acceptable to Company and Purchaser. The Company shall also provide reports on the status of REO Property containing such
information as Purchaser may reasonably require.
Section 5.05 Prepayment Interest Shortfalls.
Not later than the close of business on the Business Day preceding each Remittance Date in the month following the related
Prepayment Period, the Company shall deposit in the Custodial Account an amount equal to any Prepayment Interest Shortfalls with
respect to such Prepayment Period, which in the aggregate shall not exceed the Company's aggregate Servicing Fee received with
respect to the related Due Period.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Assumption Agreements.The Company will, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of the
Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain
liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any
"due-on-sale" clause to the extent permitted by law; provided, however, that the Company shall not exercise any such rights if
prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such rights would impair or threaten to
impair any recovery under the related Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy, if any. If the
Company reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, the Company, with the approval of
the Purchaser, will enter into an assumption agreement with the person to whom the Mortgaged Property has been conveyed or is
proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by
applicable state law, the Mortgagor remains liable thereon. Where an assumption is allowed pursuant to this Section 6.01, the
Company, with the prior consent of the Purchaser and the primary mortgage insurer, if any, is authorized to enter into a substitution
of liability agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed pursuant to
which the original mortgagor is released from liability and such Person is substituted as mortgagor and becomes liable under the
related Mortgage Note. Any such substitution of liability agreement shall be in lieu of an assumption agreement.
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In connection with any such assumption or substitution of liability, the Company shall follow the underwriting practices and
procedures of the Company. With respect to an assumption or substitution of liability, the Mortgage Interest Rate borne by the
related Mortgage Note, the amount of the Monthly Payment and the maturity date may not be changed (except pursuant to the terms of
the Mortgage Note). If the credit of the proposed transferee does not meet such underwriting criteria, the Company diligently shall,
to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan.
The Company shall notify the Purchaser that any such substitution of liability or assumption agreement has been completed by
forwarding to the Purchaser the original of any such substitution of liability or assumption agreement, which document shall be added
to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof. All fees collected by the Company for entering into an assumption or
substitution of liability agreement shall belong to the Company.
Notwithstanding the foregoing paragraphs of this Section or any other provision of this Agreement, the Company shall not be
deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or any assumption which the Company may be restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 6.01, the term "assumption" is deemed to also include a sale of the Mortgaged Property subject to the
Mortgage that is not accompanied by an assumption or substitution of liability agreement.
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Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Company will immediately notify the Purchaser by a certification, which
certification shall include a statement to the effect that all amounts received or to be received in connection with such payment
which are required to be deposited in the Custodial Account pursuant to Section 4.04 have been or will be so deposited, of a
Servicing Officer and shall request delivery to it of the portion of the Mortgage File held by the Purchaser. The Purchaser shall no
later than five Business Days after receipt of such certification and request, release or cause to be released to the Company, the
related Mortgage Loan Documents and, upon its receipt of such documents, the Company shall promptly prepare and deliver to the
Purchaser the requisite satisfaction or release. No later than five (5) Business Days following its receipt of such satisfaction or
release, the Purchaser shall deliver, or cause to be delivered, to the Company the release or satisfaction properly executed by the
owner of record of the applicable mortgage or its duly appointed attorney in fact. No expense incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account.
In the event the Company satisfies or releases a Mortgage without having obtained payment in full of the indebtedness
secured by the Mortgage or should it otherwise prejudice any right the Purchaser may have under the mortgage instruments, the
Company, upon written demand, shall remit within two (2) Business Days to the Purchaser the then outstanding principal balance of the
related Mortgage Loan by deposit thereof in the Custodial Account. The Company shall maintain the Fidelity Bond and errors and
omissions insurance insuring the Company against any loss it may sustain with respect to any Mortgage Loan not satisfied in
accordance with the procedures set forth herein.
From time to time and as appropriate for the servicing or foreclosure of the Mortgage Loan, including for the purpose of
collection under any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy, the Purchaser shall, upon request
of the Company and delivery to the Purchaser of a servicing receipt signed by a Servicing Officer, release the portion of the
Mortgage File held by the Purchaser to the Company. Such servicing receipt shall obligate the Company to return the related Mortgage
documents to the Purchaser when the need therefor by the Company no longer exists, unless the Mortgage Loan has been liquidated and
the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or the Mortgage File or such
document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Company has delivered to the Purchaser a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. Upon
receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was liquidated, the servicing receipt shall be
released by the Purchaser to the Company.
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Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Company shall be entitled to withdraw from the Custodial Account (to the
extent of interest payments collected on the Mortgage Loans) or to retain from interest payments collected on the Mortgage Loans, the
amounts provided for as the Company's Servicing Fee, subject to payment of compensating interest on Principal Prepayments as capped
by the Servicing Fee pursuant to Section 5.01 (iii). Additional servicing compensation in the form of assumption fees, as provided
in Section 6.01, and late payment charges or otherwise shall be retained by the Company to the extent not required to be deposited in
the Custodial Account. No Servicing Fee shall be payable in connection with partial Monthly Payments. The Company shall be required
to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement
therefor except as specifically provided for.
Section 6.04 Annual Statement as to Compliance.The Company will deliver to the Purchaser not later than February 28th of each year, beginning February 28, 2005, an
executed Officers' Certificate acceptable to the Purchaser stating, as to each signatory thereof, that (i) a review of the activities
of the Company during the preceding calendar year and of performance under this Agreement has been made under such officers'
supervision, and (ii) to the best of such officers' knowledge, based on such review, the Company has fulfilled all of its obligations
under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each
such default known to such officers and the nature and status of cure provisions thereof. Such Officers' Certificate shall contain
no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser upon request.
If the Company cannot deliver the related Officers' Certificate by February 28th of such year, the Purchaser, at its sole
option, may permit a cure period for the Company to deliver such Officers' Certificate, but in no event later than March 15th of such
year.
Failure of the Company to timely comply with this Section 6.05 shall be deemed an Event of Default, automatically, without
notice and without any cure period, and Purchaser may, in addition to whatever rights the Purchaser may have under Sections 3.03 and
8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the
Company for the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this
Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
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Section 6.05 Annual Independent Certified Public Accountants' Servicing Report.The Company, at its expense and not later than February 28th of each year, beginning February 28, 2005, shall cause a firm
of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement
to the Purchaser acceptable to the Purchaser to the effect that such firm has examined certain documents and records relating to the
Company's servicing of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar
to this Agreement, which agreements may include this Agreement, and that, on the basis of such an examination, conducted
substantially in the uniform single audit program for mortgage bankers, such firm is of the opinion that the Company's servicing has
been conducted in compliance with the agreements examined pursuant to this Section 6.05, except for (i) such exceptions as such firm
shall believe to be immaterial, and (ii) such other exceptions as shall be set forth in such statement. Such statement shall contain
no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser. In addition,
on an annual basis, Company shall provide Purchaser with copies of its audited financial statements.
If the Company cannot deliver the related statement by February 28th of such year, the Purchaser, at its sole option, may
permit a cure period for the Company to deliver such statement, but in no event later than March 15th of such year.
Failure of the Company to timely comply with this Section 6.05 shall be deemed an Event of Default, automatically, without
notice and without any cure period, and Purchaser may, in addition to whatever rights the Purchaser may have under Sections 3.03 and
8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the
Company for the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this
Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Section 6.06 Purchaser's Right to Examine Company Records.
The Purchaser shall have the right to examine and audit upon reasonable notice to the Company, during business hours or at
such other times as might be reasonable under applicable circumstances, any and all of the books, records, documentation or other
information of the Company, or held by another for the Company or on its behalf or otherwise, which relates to the performance or
observance by the Company of the terms, covenants or conditions of this Agreement.
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The Company shall provide to the Purchaser and any supervisory agents or examiners representing a state or federal
governmental agency having jurisdiction over the Purchaser, including but not limited to OTS, FDIC and other similar entities, access
to any documentation regarding the Mortgage Loans in the possession of the Company which may be required by any applicable
regulations. Such access shall be afforded without charge, upon reasonable request, during normal business hours and at the offices
of the Company, and in accordance with the FDIC, OTS, or any other similar federal or state regulations, as applicable.
ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01 Company Shall Provide Information as Reasonably Required.The Company shall furnish to the Purchaser during the term of this Agreement, such periodic, special or other reports,
information or documentation, whether or not provided for herein, as shall be necessary, reasonable or appropriate in respect to the
Purchaser, or otherwise in respect to the Mortgage Loans and the performance of the Company under this Agreement, including any
reports, information or documentation reasonably required to comply with any regulations regarding any supervisory agents or
examiners of the Purchaser all such reports or information to be as provided by and in accordance with such applicable instructions
and directions as the Purchaser may reasonably request in relation to this Agreement or the performance of the Company under this
Agreement. The Company agrees to execute and deliver all such instruments and take all such action as the Purchaser, from time to
time, may reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.
In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective purchaser audited
financial statements of the Company for the most recently completed two (2) fiscal years for which such statements are available, as
well as a Consolidated Statement of Condition at the end of the last two (2) fiscal years covered by any Consolidated Statement of
Operations. If it has not already done so, the Company shall furnish promptly to the Purchaser or a prospective purchaser copies of
the statements specified above.
The Company shall make reasonably available to the Purchaser or any prospective Purchaser a knowledgeable financial or
accounting officer for the purpose of answering questions and to permit any prospective purchaser to inspect the Company's servicing
facilities for the purpose of satisfying such prospective purchaser that the Company has the ability to service the Mortgage Loans as
provided in this Agreement.
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ARTICLE VIIITHE SERVICERSection 8.01 Indemnification; Third Party Claims.The Company agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in
any way related to the failure of the Company to observe and perform its duties, obligations, covenants, and agreements to service
the Mortgage Loans in strict compliance with the terms of this Agreement. The Company agrees to indemnify the Purchaser and hold it
harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any
other costs, fees and expenses that the Purchaser may sustain in any way from any claim, demand, defense or assertion based on or
grounded upon, or resulting from any assertion based on, grounded upon or resulting from a breach or alleged breach of any of the
representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Company shall immediately notify the Purchaser
if a claim is made by a third party against Company with respect to this Agreement or the Mortgage Loans, assume (with the consent of
the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, whether or not
such claim is settled prior to judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered against
it or the Purchaser in respect of such claim. The Company shall follow any written instructions received from the Purchaser in
connection with such claim. The Purchaser shall promptly reimburse the Company for all amounts advanced by it pursuant to the two
preceding sentences except when the claim relates to the failure of the Company to service and administer the Mortgages in strict
compliance with the terms of this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the
negligence, bad faith or willful misconduct of Company. The provisions of this Section 8.01 shall survive termination of this
Agreement.
Section 8.02 Merger or Consolidation of the Company.The Company will keep in full effect its existence, rights and franchises as a corporation under the laws of the state of
its incorporation except as permitted herein, and will obtain and preserve its qualification to do business as a foreign corporation
in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this
Agreement, or any of the Mortgage Loans and to perform its duties under this Agreement.
Any Person into which the Company may be merged or consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any Person succeeding to the business of the Company whether or not related
to loan servicing, shall be the successor of the Company hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or
surviving Person shall be an institution (i) having a GAAP net worth of not less than $25,000,000, (ii) the deposits of which are
insured by the FDIC, SAIF and/or BIF, and which is a HUD-approved mortgagee whose primary business is in origination and servicing of
first lien mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved seller/servicer in good standing.
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Section 8.03 Limitation on Liability of the Company and Others.
Neither the Company nor any of the officers, employees or agents of the Company shall be under any liability to the
Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment made in good faith; provided, however, that this provision shall not protect the Company or any such person
against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any
standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of negligence, bad faith or
willful misconduct, or any breach of the terms and conditions of this Agreement. The Company and any officer, employee or agent of
the Company may rely in good faith on any document of any kind prima facie properly executed and submitted by the Purchaser
respecting any matters arising hereunder. The Company shall not be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its
reasonable opinion may involve it in any expenses or liability; provided, however, that the Company may, with the consent of the
Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties
of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities for which the Purchaser will be liable, and the Company shall be entitled to be reimbursed
therefor from the Purchaser upon written demand.
Section 8.04 Company Not to Assign or Resign.The Company shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual
consent of the Company and the Purchaser or upon the determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by the Company. Any such determination permitting the resignation of the Company
shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and
substance acceptable to the Purchaser. No such resignation shall become effective until a successor shall have assumed the Company's
responsibilities and obligations hereunder in the manner provided in Section 11.01.
Section 8.05 No Transfer of Servicing.
With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the
Purchaser has acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel,
records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting
the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights
or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets,
without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion.
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Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this
Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying
the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to
terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other
than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.
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ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
In case one or more of the following Events of Default by the Company shall occur and be continuing, that is to say:
(i) any failure by the Company to remit to the Purchaser any payment required to be made under the terms of this Agreement
which continues unremedied for a period of one (1) Business Day; or
(ii) failure on the part of the Company duly to observe or perform in any material respect any other of the covenants or
agreements on the part of the Company set forth in this Agreement which continues unremedied for a period of thirty (30) days after
the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the
Purchaser; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a
conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Company and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty days; or
(iv) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy,
readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Company or of or relating to
all or substantially all of its property; or
(v) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(vi) Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty
days; or
(vii) the Company attempts to assign its right to servicing compensation hereunder or the Company attempts, without the
consent of the Purchaser, to sell or otherwise dispose of all or substantially all of its property or assets or to assign this
Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof; or
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(viii) the Company ceases to be (a) licensed to service first lien residential mortgage loans in any jurisdiction in which
a Mortgaged Property is located and such licensing is required, and (b) qualified to transact business in any jurisdiction where it
is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Company's ability to
perform its obligations hereunder; or
(ix) the Company fails to meet the eligibility criteria set forth in the last sentence of Section 8.02.
Then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice
in writing to the Company (except in the case of an Event of Default under clauses (iii), (iv) or (v) above, in which case,
automatically and without notice) Company may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and
at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the
Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the
same. On or after the receipt by the Company of such written notice (or, in the case of an Event of Default under clauses (iii),
(iv) or (v) above, in which case, automatically and without notice), all authority and power of the Company under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section
11.01. Upon written request from the Purchaser, the Company shall prepare, execute and deliver, any and all documents and other
instruments, place in such successor's possession all Mortgage Files, and do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise, at the Company's sole expense. The Company agrees to cooperate with the
Purchaser and such successor in effecting the termination of the Company's responsibilities and rights hereunder, including, without
limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the
Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.
Section 9.02 Waiver of Defaults.
The Purchaser may waive only by written notice any default by the Company in the performance of its obligations hereunder
and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent
or other default or impair any right consequent thereon except to the extent expressly so waived in writing.
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ARTICLE XTERMINATIONSection 10.01 Termination.
The respective obligations and responsibilities of the Company shall terminate upon: (i) the later of the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage Loan and the disposition of all remaining REO Property
and the remittance of all funds due hereunder; or (ii) by mutual consent of the Company and the Purchaser in writing; or (iii)
termination with cause under the terms of this Agreement.
Section 10.02 Termination Without Cause.
The Purchaser may, at its sole option, terminate any rights the Company may have hereunder, without cause, upon no less than
90 days written notice. Any such notice of termination shall be in writing and delivered to the Company as provided in Section 11.05
of this Agreement.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Successor to the Company.
Prior to termination of Company's responsibilities and duties under this Agreement pursuant to Sections 4.13, 8.04, 9.01,
10.01 (ii) or (iii), the Purchaser shall (i) succeed to and assume all of the Company's responsibilities, rights, duties and
obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 8.02 hereof and which
shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior
to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment
and assumption, the Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as
the Purchaser and such successor shall agree. In the event that the Company's duties, responsibilities and liabilities under this
Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge such duties and responsibilities
during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of
diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair
or prejudice the rights or financial condition of its successor. The resignation or removal of Company pursuant to the
aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall in no
event relieve the Company of the representations and warranties made pursuant to Sections 3.01, 3.02 and 3.03 and the remedies
available to the Purchaser thereunder and under Section 8.01, it being understood and agreed that the provisions of such Sections
3.01, 3.02, 3.03 and 8.01 shall be applicable to the Company notwithstanding any such resignation or termination of the Company, or
the termination of this Agreement.
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Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Purchaser an
instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement.
Any termination or resignation of the Company or this Agreement pursuant to Section 4.13, 8.04, 9.01 or 10.01 shall not affect any
claims that the Purchaser may have against the Company arising prior to any such termination or resignation.
The Company shall promptly deliver to the successor the funds in the Custodial Account and the Escrow Account and the
Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company
shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely
vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. The
successor shall make arrangements as it may deem appropriate to reimburse the Company for unrecovered Servicing Advances which the
successor retains hereunder and which would otherwise have been recovered by the Company pursuant to this Agreement but for the
appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Purchaser of such appointment.
Section 11.02 Amendment.
This Agreement may be amended from time to time by the Company and the Purchaser by written agreement signed by the Company
and the Purchaser.
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Section 11.03 Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for
real property records in all the counties or other comparable jurisdictions in which any of the properties subject to the Mortgages
are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Company at
the Company's expense on direction of the Purchaser accompanied by an opinion of counsel to the effect that such recordation
materially and beneficially affects the interest of the Purchaser or is necessary for the administration or servicing of the Mortgage
Loans.
Section 11.04 Governing Law.
This Agreement and the related Term Sheet shall be governed by and construed in accordance with the laws of the State of New
York except to the extent preempted by Federal law. The obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
Section 11.05 Notices.
Any demands, notices or other communications permitted or required hereunder shall be in writing and shall be deemed
conclusively to have been given if personally delivered at or mailed by registered mail, postage prepaid, and return receipt
requested or certified mail, return receipt requested, or transmitted by telex, telegraph or telecopier and confirmed by a similar
mailed writing, as follows:
(i) if to the Company:
Savannah Bank NA dba Harbourside Mortgage Corporation
23-B Shelter Cove Land
Hilton Head, South Carolina29928
Attn.: Richard Gillette
Email: Richard.Gillette@harboursideus.com
(ii) if to the Purchaser:
EMC Mortgage Corporation
Mac Arthur Ridge II,
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ms. Ralene Ruyle
Telecopier No.: (972) 444-2810
With a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York10179
Attention: Mary Haggerty
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or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice or communication
hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced,
in the case of registered or certified mail, by the date noted on the return receipt).
Section 11.06 Severability of Provisions.
Any part, provision, representation or warranty of this Agreement and the related Term Sheet which is prohibited or which is
held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable
or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To
the extent permitted by applicable law, the parties hereto waive any provision of law that prohibits or renders void or unenforceable
any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party
of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good faith, to develop a
structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such
invalidity.
Section 11.07 Exhibits.
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.
Section 11.08 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
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(i) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as
well as the singular, and the use of any gender herein shall be deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles;
(iii) references herein to "Articles", "Sections", Subsections", "Paragraphs", and other subdivisions without reference to
a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in
the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
(v) the words "herein", "hereof ", "hereunder" and other words of similar import refer to this Agreement as a whole and
not to any particular provision;
(vi) the term "include" or "including" shall mean without limitation by reason of enumeration; and
(viii) headings of the Articles and Sections in this Agreement are for reference purposes only and shall not be deemed to
have any substantive effect.
Section 11.09 Reproduction of Documents.
This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and modifications
which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial statements, certificates
and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence.
Section 11.10 Confidentiality of Information.
Each party recognizes that, in connection with this Agreement, it may become privy to non-public information regarding the
financial condition, operations and prospects of the other party. Each party agrees to keep all non-public information regarding the
other party strictly confidential, and to use all such information solely in order to effectuate the purpose of the Agreement,
provided that each party may provide confidential information to its employees, agents and affiliates who have a need to know such
information in order to effectuate the transaction, provided further that such information is identified as confidential non-public
information. In addition, confidential information may be provided to a regulatory authority with supervisory power over Purchaser,
provided such information is identified as confidential non-public information.
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Notwithstanding other provisions of this Section 11.10 or any other express or implied agreement, arrangement, or
understanding to the contrary, the Company and Purchaser (the "Parties") agree that the Parties (and their employees, representatives
and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the
purported or claimed U.S. federal income tax treatment of the purchase of the Mortgage Loans and related transactions covered by this
letter agreement ("tax treatment") and any fact that may be relevant to understanding the tax treatment ("tax structure") and all
materials of any kind (including opinions or other tax analyses) that are provided to the Parties relating to such tax treatment and
tax structure, except where confidentiality is reasonably necessary to comply with securities laws.
The Company agrees that the Company (i) shall comply with any applicable laws and regulations regarding the privacy and
security of Consumer Information including, but not limited to the Gramm-Leach-Bliley Act, Title V, Subtitle A, 15 U.S.C. § 6801 et
seq., (ii) shall not use Consumer Information in any manner inconsistent with any applicable laws and regulations regarding the
privacy and security of Consumer Information, (iii) shall not disclose Consumer Information to third parties except at the specific
written direction of the Purchaser, (iv) shall maintain adequate physical, technical and administrative safeguards to protect
Consumer Information from unauthorized access as provided by the applicable laws and regulations, and (v) shall immediately notify
the Purchaser of any actual or suspected breach of the confidentiality of Consumer Information that would have a material and adverse
effect on the Purchaser.
The Company agrees that the Company shall indemnify, defend and hold the Purchaser harmless from and against any loss, claim or
liability the Purchaser may suffer by reason of the Company's failure to perform the obligations set forth in this Section 11.10.
Section 11.11 Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, each of the Assignments is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable jurisdictions in which any or all of the Mortgaged
Properties are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by and at
the Company's expense in the event recordation is either necessary under applicable law or requested by the Purchaser at its sole
option.
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Section 11.12 Assignment.
The Purchaser shall have the right, without the consent of the Company, to assign, in whole or in part, its interest under this
Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser
hereunder, by executing an Assignment and Assumption Agreement substantially in the form of Exhibit D hereto and the assignee or
designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. In no event
shall Purchaser sell a partial interest in any Mortgage Loan without the written consent of Company, which consent shall not be
unreasonably denied. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee. The
Company shall have the right, only with the consent of the Purchaser or otherwise in accordance with this Agreement, to assign,
in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans.
Section 11.13 No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto
and the services of the Company shall be rendered as an independent contractor and not as agent for Purchaser.
Section 11.14 Signature Pages/Counterparts; Successors and Assigns.
This Agreement and/or any Term Sheet shall be executed by each party (i) in one or more fully executed copies, each of which
shall constitute a fully executed original Agreement, and/or (ii) in counterparts having one or more original signatures, and all
such counterparts containing the original signatures of all of the parties hereto taken together shall constitute a fully executed
original Agreement or Term Sheet, as applicable, and/or (iii) by delivery of one or more original signed signature pages to the other
parties hereto (x) by mail or courier, and/or (y) by electronic transmission, including without limitation by telecopier, facsimile
or email of a scanned image ("Electronic Transmission"), each of which as received shall constitute for all purposes an executed
original signature page of such party. The Purchaser may deliver a copy of this Agreement and/or any Term Sheet, fully executed as
provided herein, to each other party hereto by mail and/or courier and/or Electronic Transmission, and such copy as so delivered
shall constitute a fully executed original Agreement or Term Sheet, as applicable, superseding any prior form of the Agreement or
Term Sheet, as applicable, that differs therefrom in any respect. This Agreement shall inure to the benefit of and be binding upon
the Company and the Purchaser and their respective successor and assigns.
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Section 11.15 Entire Agreement.The Company acknowledges that no representations, agreements or promises were made to the Company by the Purchaser or any of
its employees other than those representations, agreements or promises specifically contained herein and in the Confirmation. The
Confirmation and this Agreement and the related Term Sheet sets forth the entire understanding between the parties hereto; provided,
however, only this Agreement and the related Term Sheet shall be binding upon all successors of both parties. In the event of any
inconsistency between the Confirmation and this Agreement, this Agreement and the related Term Sheet shall control.
Section 11.16. No Solicitation.
From and after the Closing Date, the Company agrees that it will not take any action or permit or cause any action to be
taken by any of its agents or affiliates, to personally, by telephone or mail, solicit the borrower or obligor under any Mortgage
Loan to refinance the Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. Notwithstanding the
foregoing, it is understood and agreed that (i) promotions undertaken by the Company or any affiliate of the Company which are
directed to the general public at large, or segments thereof, provided that no segment shall consist primarily of the Mortgage Loans,
including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television
advertisements and (ii) responses to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor, shall not
constitute solicitation under this Section 11.16. This Section 11.16 shall not be deemed to preclude the Company or any of its
affiliates from soliciting any Mortgagor for any other financial products or services. The Company shall use its best efforts to
prevent the sale of the name of any Mortgagor to any Person who is not affiliate of the Company.
Section 11.17. Closing.
The closing for the purchase and sale of the Mortgage Loans shall take place on the related Closing Date. The closing shall
be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the
parties shall agree.
The closing for the Mortgage Loans to be purchased on the related Closing Date shall be subject to each of the following
conditions:
(a) at least one (1) Business Day prior to the related Closing Date, the Company shall deliver to the Purchaser a
magnetic diskette, or transmit by modem, a listing on a loan-level basis of the information contained in the related Mortgage Loan
Schedule attached to the related Term Sheet;
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(b) all of the representations and warranties of the Company under this Agreement shall be materially true and correct
as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a
material default under this Agreement;
(c) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all documents
required pursuant to this Agreement, the related Term Sheet, an opinion of counsel and an officer's certificate, all in such forms as
are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to
the terms hereof;
(d) the Company shall have delivered and released to the Purchaser (or its designee) on or prior to the related Closing
Date all documents required pursuant to the terms of this Agreement and the related Term Sheet; and
(e) all other terms and conditions of this Agreement, the related Term Sheet and the Confirmation shall have been
materially complied with.
Subject to the foregoing conditions, the Purchaser shall pay to the Company on the related Closing Date the Purchase Price,
plus accrued interest pursuant to Section 2.02 of this Agreement, by wire transfer of immediately available funds to the account
designated by the Company.
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the related Closing
Date, on one or more dates (each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more pass-through transfers (each, a
"Pass-Through Transfer").
The Company agrees to execute in connection with any agreements among the Purchaser, the Company, and any servicer in
connection with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D
hereto, or, at Purchaser's request, a seller's warranties and servicing agreement or a participation and servicing agreement or
similar agreement in form and substance reasonably acceptable to the parties, and in connection with a Pass-Through Transfer, a
pooling and servicing agreement in form and substance reasonably acceptable to the parties, (collectively the agreements referred to
herein are designated, the "Reconstitution Agreements"). It is understood that any such Reconstitution Agreements will not contain
any greater obligations on the part of Company than are contained in this Agreement.
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With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Purchaser, the Company agrees
(1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence
procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser; (3) to restate the
representations and warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date"). In that connection, the Company shall provide to such servicer or issuer, as the
case may be, and any other participants in such Reconstitution: (i) any and all information (including servicing portfolio
information) and appropriate verification of information (including servicing portfolio information) which may be reasonably
available to the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other
participant shall request upon reasonable demand; and (ii) such additional representations, warranties, covenants, opinions of
counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably agreed upon by the
Company and the Purchaser or any such other participant. In connection with each Pass-Through Transfer, the Company agrees to
provide reasonable and customary indemnification to the Purchaser and its affilates for disclosure contained in any offering document
relating to the Company or its affilates, the Mortgage Loans and the underwriting standards of the Mortgage Loans. The Purchaser
shall be responsible for the costs relating to the delivery of such information.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance
with the terms of, this Agreement and the related Term Sheet, and with respect thereto this Agreement and the related Term Sheet
shall remain in full force and effect.
Section 11.19. Monthly Reporting with Respect to a Reconstitution.
As long as the Company continues to service Mortgage Loans, the Company agrees that with respect to any Mortgage Loan sold
or transferred pursuant to a Reconstitution as described in Section 11.18 of this Agreement (a "Reconstituted Mortgage Loan"), the
Company, at its expense, shall provide the Purchaser with the information set forth in Exhibit J attached hereto for each
Reconstituted Mortgage Loan in Excel or such electronic delimited file format as may be mutually agreed upon by both Purchaser and
Company. Such information shall be provided monthly for all Reconstituted Mortgage Loans on the fifth (5th) Business Day of each
month for the immediately preceding monthly period, and shall be transmitted to fast.data@bear.com.
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IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION
Purchaser
By:________________________
Name:
Title:
SAVANNAH BANK, NA dba HARBOURSIDE MORTGAGE CORPORATION
Company
By: _______________________
Name:
Title:
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EXHIBIT A
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available
for inspection by the Purchaser, and which shall be retained by the Company in the Servicing File or delivered to the Purchaser or
its designee pursuant to Sections 2.04 and 2.05 of the Purchase, Warranties and Servicing Agreement.
1. The original Mortgage Note endorsed "Pay to the order of ____________________________________________________, without
recourse," and signed via original signature in the name of the Company by an authorized officer, with all intervening endorsements
showing a complete chain of title from the originator to the Company, together with any applicable riders. In no event may an
endorsement be a facsimile endorsement. If the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by
"[Company], successor by merger to the [name of predecessor]". If the Mortgage Loan was acquired or originated by the Company while
doing business under another name, the endorsement must be by "[Company] formerly known as [previous name]". Mortgage Notes may be
in the form of a lost note affidavit subject to Purchaser acceptability.
2. The original Mortgage (together with a standard adjustable rate mortgage rider) with evidence of recording thereon, or a
copy thereof certified by the public recording office in which such mortgage has been recorded or, if the original Mortgage has not
been returned from the applicable public recording office, a true certified copy, certified by the Company.
3. The original or certified copy, certified by the Company, of the Primary Mortgage Insurance Policy, if required.
4. The original Assignment, from the Company to _____________________________________, or in accordance with
Purchaser's instructions, which assignment shall, but for any blanks requested by Purchaser, be in form and substance acceptable for
recording. If the Mortgage Loan was acquired or originated by the Company while doing business under another name, the Assignment
must be by "[Company] formerly known as [previous name]". If the Mortgage Loan was acquired by the Company in a merger, the
endorsement must be by "[Company], successor by merger to the [name of predecessor]". None of the Assignments are blanket
assignments of mortgage.
5. The original policy of title insurance, including riders and endorsements thereto, or if the policy has not yet been
issued, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company.
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6. Originals of all recorded intervening Assignments, or copies thereof, certified by the public recording office in
which such Assignments have been recorded showing a complete chain of title from the originator to the Company, with evidence of
recording thereon, or a copy thereof certified by the public recording office in which such Assignment has been recorded or, if the
original Assignment has not been returned from the applicable public recording office, a true certified copy, certified by the
Company.
7. Originals, or copies thereof certified by the public recording office in which such documents have been recorded, of
each assumption, extension, modification, written assurance or substitution agreements, if applicable, or if the original of such
document has not been returned from the applicable public recording office, a true certified copy, certified by the Company.
8. If the Mortgage Note or Mortgage or any other material document or instrument relating to the Mortgage Loan has been
signed by a person on behalf of the Mortgagor, the original or copy of power of attorney or other instrument that authorized and
empowered such person to sign bearing evidence that such instrument has been recorded, if so required in the appropriate jurisdiction
where the Mortgaged Property is located, or a copy thereof certified by the public recording office in which such instrument has been
recorded or, if the original instrument has not been returned from the applicable public recording office, a true certified copy,
certified by the Company.
9. reserved.
10. Mortgage Loan closing statement (Form HUD-1) and any other truth-in-lending or real estate settlement procedure
forms required by law.
11. Residential loan application.
12. Uniform underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable equivalent.
13. Credit report on the mortgagor.
14. Business credit report, if applicable.
15. Residential appraisal report and attachments thereto.
16. The original of any guarantee executed in connection with the Mortgage Note.
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17. Verification of employment and income except for Mortgage Loans originated under a limited documentation program,
all in accordance with Company's underwriting guidelines.
18. Verification of acceptable evidence of source and amount of down payment, in accordance with Company's underwriting
guidelines.
19. Photograph of the Mortgaged Property (may be part of appraisal).
20. Survey of the Mortgaged Property, if any.
21. Sales contract, if applicable.
22. If available, termite report, structural engineer's report, water portability and septic certification.
23. Any original security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.
24. Name affidavit, if applicable.
Notwithstanding anything to the contrary herein, Company may provide one certificate for all of the Mortgage Loans
indicating that the documents were delivered for recording.
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EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
______________, 2004
To: [_______________________]
(the "Depository")
As "Company" under the Purchase, Warranties and Servicing Agreement, dated as of [_____________________] 1, 200[_] (the
"Agreement"), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the
Agreement, to be designated as "[______________________________________], in trust for the [Purchaser], Owner of Adjustable Rate
Mortgage Loans". All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This letter
is submitted to you in duplicate. Please execute and return one original to us.
[__________________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above described account has been established under Account
Number [__________], at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided
above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as
defined in the Agreement.
[___________________________]
By:____________________________
Name:__________________________
Title:_________________________
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EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
_____________, 2004
To: [_______________________]
(the "Depository")
As "Company" under the Purchase Warranties and Servicing Agreement, dated as of [____________________]1, 200[_] (the
"Agreement"), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.06 of the
Agreement, to be designated as "[__________________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans,
and various Mortgagors." All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This
letter is submitted to you in duplicate. Please execute and return one original to us.
[_____________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above described account has been established under Account
Number __________, at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided
above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as
defined in the Agreement.
[______________________]
By:______________________________
Name:____________________________
Title:___________________________
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EXHIBIT D
FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is a Purchase, Assignment, Assumption and Recognition Agreement (this "PAAR Agreement") made as of __________, 200__,
among EMC Mortgage Corporation (the "Assignor"), ___________________ (the "Assignee"), and _______________________ (the "Company").
In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans (the
"Assigned Loans") listed on Attachment 1 annexed hereto (the "Assigned Loan Schedule") now serviced by Company for Assignor and its
successors and assigns pursuant to the Purchase, Warranties and Servicing Agreement, dated as of _________, 200__, between Assignor
and Company (the "Purchase Agreement") shall be subject to the terms of this PAAR Agreement. Capitalized terms used herein but not
defined shall have the meanings ascribed to them in the Purchase Agreement.
Purchase, Assignment and Assumption
1. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor in the
Assigned Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to and under the Purchase
Agreement.
2. Simultaneously with the execution hereof, (i) Assignee shall pay to Assignor the "Funding Amount" as set forth in
that certain letter agreement, dated as of _________ ____, between Assignee and Assignor (the "Confirmation") and (ii) Assignor, at
its expense, shall have caused to be delivered to Assignee or its designee the Mortgage File for each Assigned Loan in Assignor's or
its custodian's possession, as set forth in the Purchase Agreement, along with, for each Assigned Loan, an endorsement of the
Mortgage Note from the Company, in blank, and an assignment of mortgage in recordable form from the Company, in blank. Assignee
shall pay the Funding Amount by wire transfer of immediately available funds to the account specified by Assignor. Assignee shall be
entitled to all scheduled payments due on the Assigned Loans after ___________, 200__ and all unscheduled payments or other proceeds
or other recoveries on the Assigned Loans received on and after _____________, 200__.
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Representations, Warranties and Covenants
3. Assignor warrants and represents to Assignee and Company as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full
force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has
any notice of termination been given thereunder;
(b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of
its interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear from any and
all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good
title to each and every Assigned Loan, as well as any and all of Assignee's interests, rights and obligations under the Purchase
Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;
(c) There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the
Purchase Agreement;
(d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any
Assigned Loan;
(e) Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;
(f) Assignor has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignor's business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignor. This PAAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and
delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;
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(g) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this PAAR
Agreement, or the consummation by it of the transactions contemplated hereby; and
(h) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned
Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the
Securities Act of 1933, as amended (the "1933 Act") or which would render the disposition of the Assigned Loans a violation of
Section 5 of the 1933 Act or require registration pursuant thereto.
4. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
(a) Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization and has all requisite power and authority to acquire, own and purchase the Assigned Loans;
(b) Assignee has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignee's business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and
delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;
90
(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this
PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and
(d) Assignee agrees to be bound as "Purchaser" by all of the terms, covenants and conditions of the Purchase Agreement
with respect to the Assigned Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor and
Company all of Assignor's obligations as "Purchaser" thereunder but solely with respect to such Assigned Loans.
5. Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is
in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect,
nor has any notice of termination been given thereunder;
91
(b) Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under
the Purchase Agreement;
(c) Company has full corporate power and authority to execute, deliver and perform its obligations under this PAAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Company's business and will not conflict with, or result in a breach of, any
of the terms, conditions or provisions of Company's charter or by-laws or any legal restriction, or any material
agreement or instrument to which Company is now a party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which Company or its property is subject. The execution,
delivery and performance by Company of this PAAR Agreement and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action on part of Company. This PAAR
Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery
by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against
Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and
by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
(d) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignee in connection with the execution, delivery or performance by Company of
this PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and
(e) No event has occurred from the Closing Date to the date hereof which would render the representations and warranties as to
the related Assigned Loans made by the Company in Sections 3.01 and 3.02 of the Purchase Agreement to be untrue in
any material respect.
(f) Neither this AAR Agreement nor any certification, statement, report or other agreement, document or instrument furnished or
to be furnished by the Company pursuant to this AAR Agreement contains or will contain any materially untrue
statement of fact or omits or will omit to state a fact necessary to make the statements contained therein not
misleading.
92
Recognition of Assignee
6. From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans and will service the
Assigned Loans in accordance with the Purchase Agreement. It is the intention of Assignor, Company and Assignee that this PAAR
Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company
nor Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase
Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior
written consent of Assignee.
Miscellaneous
7. All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this PAAR
Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid, as follows:
(a) In the case of Company,
____________________
____________________
____________________
____________________
____________________
With a copy to ______________________________________.
(b) In the case of Assignor,
____________________
____________________
____________________
____________________
____________________
(c) In the case of Assignee,
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Raylene Ruyle
Telecopier No.: (972) 444-2810
with a copy to:
___________________
383 Madison Avenue
New York, New York10179
Attention: ___________
Telecopier No.: (212) 272-____
93
8. Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the negotiations for,
documenting of and closing of the transactions contemplated by this PAAR Agreement.
9. This PAAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to
conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
10. No term or provision of this PAAR Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.
11. This PAAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into
which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
12. This PAAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Purchase Agreement to
the extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement.
13. This PAAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed
to be an original and all such counterparts shall constitute one and the same instrument.
14. In the event that any provision of this PAAR Agreement conflicts with any provision of the Purchase Agreement with
respect to the Assigned Loans, the terms of this PAAR Agreement shall control. In the event that any provision of this PAAR
Agreement conflicts with any provision of the Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall
control.
94
[Modification of Purchase Agreement
15. The Company and Assignor hereby amend the Purchase Agreement as follows:
(a) The following definitions are added to Section 1.01 of the Purchase Agreement:
Securities Administrator: ________________________
Supplemental PMI Insurer: ________________________
Supplemental PMI Policy: The primary guarantee insurance policy of the Supplemental PMI Insurer attached hereto as Exhibit
J, or any successor Supplemental PMI Policy given to the Servicer by the Assignee.
Trustee: ________________________
(b) The following definition is amended and restated:
Insurance Proceeds: Proceeds of any Primary Mortgage Insurance Policy, the Supplemental PMI Policy, any title policy,
any hazard insurance policy or any other insurance policy covering a Mortgage Loan or other related Mortgaged Property,
including any amounts required to be deposited in the Custodial Account pursuant to Section 4.04, to the extent such proceeds
are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with
Accepted Servicing Practices.
(c) The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:
"In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the Supplemental PMI Insurer with respect to the Supplemental PMI Policy and, in this regard, to take such
action as shall be necessary to permit recovery under any Supplemental PMI Policy respecting a defaulted Mortgage Loan. Pursuant to
Section 4.04, any amounts collected by the Company under any Supplemental PMI Policy shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05.
95
In accordance with the Supplemental PMI Policy, the Company shall provide to the Supplemental PMI Insurer any required
information regarding the Mortgage Loans.
The Company shall provide to the [Securities Administrator] on a monthly basis via computer tape, or other mutually
acceptable format, the unpaid principal balance, insurer certificate number, lender loan number, and premium due the Supplemental PMI
Insurer for each Mortgage Loan covered by the Supplemental PMI Policy. In addition, the Company agrees to forward to the Purchaser
and the [Securities Administrator] any statements or other reports given by the Supplemental PMI Insurer to the Servicer in
connection with a claim under the Supplemental PMI Policy."
(d) Clause (vi) of Section 6.1 is amended to read as follows:
"Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty days,
or the Company fails to meet the servicer eligibility requirements of the Supplemental PMI Insurer; or"]
96
IN WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
Assignor
By:_____________________________
Name:___________________________
Title:__________________________
_________________________________
Assignee
By:_____________________________
Name:___________________________
Title:__________________________
_________________________________
Company
By:_____________________________
Name:___________________________
Title:__________________________
97
EXHIBIT ___
FORM OF COMPANY CERTIFICATION
I, [identify certifying individual], certify to the [Trustee] [Seller] [Securities Administrator] [Mortgage Loan Seller] [Purchaser]
and [Master Servicer] that:
1. I have reviewed the servicing reports prepared by [COMPANY] (the "Company") pursuant to the [Servicing Agreement]
(the "Servicing Agreement"), dated as of __________ between __________ and the Company (as modified by the AAR Agreement (as defined
below) and delivered to [MASTER SERVICER] (the "Master Servicer") pursuant to the Assignment, Assumption and Recognition Agreement
(the "AAR Agreement"), dated as of __________ among [ASSIGNOR] as Assignor, Company and [ASSIGNEE], as Assignee.
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading as of the last day of the period covered by such servicing reports.
3. Based on my knowledge, the servicing information required to be provided to the Master Servicer under the Servicing
Agreement and the AAR Agreement is included in these reports.
4. I am responsible for reviewing the activities performed the Company under the Servicing Agreement and the AAR
Agreement and based upon the review required under the Servicing Agreement and the AAR Agreement, and except as disclosed in the
Annual Statement of Compliance, the Company has fulfilled its obligations under the Servicing Agreement and the AAR Agreement.
5. I have disclosed to the Master Servicer's certified public accountants all significant deficiencies relating to the
Company's compliance with the minimum servicing standards in accordance with a review conduced in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar standard as set forth in the Servicing Agreement and the AAR Agreement.
Capitalized terms used but not defined herein have the meanings ascribed to them in the AAR Agreement.
Date:______________
_____________________
[Signature]
[Title]
98
EXHIBIT G
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
RE: Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________
Pursuant to a Purchase, Warranties and Servicing Agreement (the "Agreement") between the Company and the Purchaser, the undersigned
hereby certifies that he or she is an officer of the Company requesting release of the documents for the reason specified below. The
undersigned further certifies that:
(Check one of the items below)
_____ On _________________, the above captioned mortgage loan was paid in full or that the Company has been notified that payment
in full has been or will be escrowed. The Company hereby certifies that all amounts with respect to this loan which are required
under the Agreement have been or will be deposited in the Custodial Account as required.
_____ The above captioned loan is being repurchased pursuant to the terms of the Agreement. The Company hereby certifies that the
repurchase price has been credited to the Custodial Account as required under the Agreement.
_____ The above captioned loan is being placed in foreclosure and the original documents are required to proceed with the
foreclosure action. The Company hereby certifies that the documents will be returned to the Purchaser in the event of reinstatement.
_____ Other (explain)
_______________________________________________________
_______________________________________________________
All capitalized terms used herein and not defined shall have the meanings assigned to them in the Agreement.
Based on this certification and the indemnities provided for in the Agreement, please release to the Company all original
mortgage documents in your possession relating to this loan.
Dated:_________________
By:________________________________
Signature
_______________________________
Title
3
Send documents to: _____________________________________________
_____________________________________________
_____________________________________________
Acknowledgement:
Purchaser hereby acknowledges that all original documents previously released on the above captioned mortgage loan have
been returned and received by the Purchaser.
Dated:________________
By:________________________________
Signature
_______________________________
Title
4
EXHIBIT H
COMPANY'S UNDERWRITING GUIDELINES
5
EXHIBIT I
TERM SHEET
This TERM SHEET (the "Term Sheet") dated _____________, between Savannah Bank, NA dba Harbourside Mortgage Corporation, a
national bank, located at at 23-B Shelter Cove Lane, Hilton Head, South Carolina29928 (the "Company") and EMC Mortgage
Corporation, a Delaware corporation, located at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas75038 (the
"Purchaser") is made pursuant to the terms and conditions of that certain Purchase, Warranties and Servicing Agreement (the
"Agreement") dated as of April 1, 2005, between the Company and the Purchaser, the provisions of which are incorporated herein as if
set forth in full herein, as such terms and conditions may be modified or supplemented hereby. All initially capitalized terms used
herein unless otherwise defined shall have the meanings ascribed thereto in the Agreement.
The Purchaser hereby purchases from the Company and the Company hereby sells to the Purchaser, all of the Company's right,
title and interest in and to the Mortgage Loans on a servicing retained basis described on the Mortgage Loan Schedule annexed hereto
as Schedule I, pursuant to and in accordance with the terms and conditions set forth in the Agreement, as same may be supplemented or
modified hereby. Hereinafter, the Company shall service the Mortgage Loans for the benefit of the Purchaser and all subsequent
transferees of the Mortgage Loans pursuant to and in accordance with the terms and conditions set forth in the Agreement.
1. Definitions
For purposes of the Mortgage Loans to be sold pursuant to this Term Sheet, the following terms shall have the following
meanings:
Aggregate Principal Balance
(as of the Cut-Off Date):
Closing Date:Custodian:Cut-off Date:
Initial Weighted Average
Mortgage Loan Remittance Rate:
Mortgage Loan:
Purchase Price Percentage:
Servicing Fee Rate:
6
Additional Closing Conditions:
In addition to the conditions specified in the Agreement, the obligation of each of the Company and the Purchaser is subject to the
fulfillment, on or prior to the applicable Closing Date, of the following additional conditions: [None].
Additional Loan Documents:
In addition to the contents of the Mortgage File specified in the Agreement, the following documents shall be delivered with respect
to the Mortgage Loans: [None]
[Additional] [Modification] of Representations and Warranties:
[In addition to the representations and warranties set forth in the Agreement, as of the date hereof, the Company makes the
following additional representations and warranties with respect to the Mortgage Loans: [None]. [Notwithstanding anything to
the contrary set forth in the Agreement, with respect to each Mortgage Loan to be sold on the Closing Date, the representation
and warranty set forth in Section ______ of the Agreement shall be modified to read as follows:]
Except as modified herein, Section ______ of the Agreement shall remain in full force and effect as of the date hereof.
7
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective duly
authorized officers as of the date first above written.
____________________________
By:_________________________
Name:_______________________
Title:______________________
EMC MORTGAGE CORPORATION
By:_________________________
Name:_______________________
Title:______________________
8
EXHIBIT J
RECONSTITUTED MORTGAGE LOAN REPORTING
(a) Servicer Mortgage Loan Number
(b) FNMA Mortgage Loan Number (if applicable)
(c) Lender/Seller Mortgage Loan Number (plus any other loan number)
(d) Month end date/ date file created
(e) Scheduled Beginning Balance
(f) Actual Beginning Balance
(g) Scheduled Ending Balance
(h) Actual Ending Balance
(i) Gross Rate (current gross rate)
(j) Net Rate (current passthrough)
(k) Last Payment Date (LPI_DATE in Fannie's Laser Reporting)
(l) Next Due Date
(m) Delinquency Month (if available)
(n) Default Flag, i.e. FC, REO, etc. (if applicable)
(o) Pay-In-Full Date (Mortgage Loan paid off by Mortgagor)
(p) Foreclosure start date
(q) Foreclosure end date
(r) REO Property date
(s) With respect to Liquidated Mortgage Loans:
(i) claim date
(ii) claim amount
(iii) proceeds
(iv) amount of loss or gain (as applicable)
(v) the date of the loss or gain.
(vi) the liquidation reason (paid in full or repurchased out of deal)
(t) Fannie's Laser Reporting (For FNMA loans)
(i) Action Code (for default or paid off Mortgage Loans; i.e. 60, 65, etc.)
(ii) Action Date
(iii) Remit Prin (submitted principal amount)
(iv) Remit Int (submitted interest amount)
(v) Pool/Invest indicator (indicating Schedule/Schedule or Actual/Actual pool)
EXHIBIT I-30
AMENDMENT NUMBER ONE
to the
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of January 1, 2006
between
EMC MORTGAGE CORPORATION,
as Purchaser
and
SAVANNAH BANK, NA
dba HARBOURSIDE MORTGAGE CORPORATION,
as Company
This AMENDMENT NUMBER ONE (this "Amendment") is made and entered into this 1st day of January, 2006, by and between EMC
Mortgage Corporation, a Delaware corporation, as purchaser (the "Purchaser") and Savannah Bank, NA dba Harbourside Mortgage
Corporation, as company (the "Company") in connection with the Purchase, Warranties and Servicing Agreement, dated as of April 1,2005, between the above mentioned parties (the "Agreement"). This Amendment is made pursuant to Section 11.02 of the Agreement.
RECITALS
WHEREAS, the parties hereto have entered into the Agreement;
WHEREAS, the Agreement provides that the parties thereto may enter into an amendment to the Agreement;
WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment; and
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the
Agreement.
2. Article I of the Agreement is hereby amended effective as of the date hereof by adding the following definitions to
Section 1.01:
Commission or SEC: The Securities and Exchange Commission.
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Master Servicer: With respect to any Securitization Transaction, the "master servicer," if any, identified in the related
transaction documents.
Pass-Through Transfer: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans
directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated
mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on
which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part,
of some or all of the Mortgage Loans.
Prepayment Charge: Any prepayment premium, penalty or charge payable by a Mortgagor in connection with any Principal
Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided that the following conditions
are satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Company and such Person that contemplated
that such Person would underwrite mortgage loans from time to time, for sale to the Company, in accordance with underwriting
guidelines designated by the Company ("Designated Guidelines") or guidelines that do not vary materially from such Designated
Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the Company
within 180 days after origination; (iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated,
used by the Company in origination of mortgage loans of the same type as the Mortgage Loans for the Company's own account or (y) the
Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for
use by lenders in originating mortgage loans to be purchased by the Company; and (iv) the Company employed, at the time such Mortgage
Loans were acquired by the Company, pre-purchase or post-purchase quality assurance procedures (which may involve, among other
things, review of a sample of mortgage loans purchased during a particular time period or through particular channels) designed to
ensure that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company.
Regulation AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as amended from
time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.
Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage
Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or
unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the
payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole
or in part, of some or all of the Mortgage Loans.
Servicing Criteria: As of any date of determination, the "servicing criteria" set forth in Item 1122(d) of Regulation AB,
or any amendments thereto, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit M for
convenience of reference only. In the event of a conflict or inconsistency between the terms of Exhibit M and the text of Item
1122(d) of Regulation AB, the text of Item 1122(d) of Regulation AB shall control (or those Servicing Criteria otherwise mutually
agreed to by the Purchaser, the Company and any Person that will be responsible for signing any Sarbanes Certification with respect
to a Securitization Transaction in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit M).
Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as "servicing"
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Company
or a Subservicer.
Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the
Company.
3. Article I of the Agreement is hereby amended effective as of the date hereof by deleting in its entirety the
definition of Subservicer in Section 1.01 and replacing it with the following:
Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any Subservicer and is responsible for the
performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Company under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB.
4. Article I of the Agreement is hereby amended effective as of the date hereof by deleting in its entirety the
definition of Principal Prepayment in Section 1.01 and replacing it with the following:
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial which is received in
advance of its scheduled Due Date, including any Prepayment Charge and which is not accompanied by an amount of interest representing
scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
5. Article III of the Agreement is hereby amended effective as of the date hereof by revising Section 3.01(n) as
follows (new text underlined):
(n) Company has delivered to the Purchaser financial statements of its parent, for its last two complete fiscal years.
All such financial information fairly presents the pertinent results of operations and financial position for the period identified
and has been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes
thereto. There has been no change in the servicing policies and procedures, business, operations, financial condition, properties or
assets of the Company since the date of the Company's financial information that would have a material adverse effect on its ability
to perform its obligations under this Agreement;
6. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(p):
(p) As of the date of each Pass-Through Transfer, and except as has been otherwise disclosed to the Purchaser, any
Master Servicer and any Depositor: (1) no default or servicing related performance trigger has occurred as to any other
securitization due to any act or failure to act of the Company; (2) no material noncompliance with applicable servicing criteria as
to any other securitization has been disclosed or reported by the Company; (3) the Company has not been terminated as servicer in a
residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or
trigger; (4) no material changes to the Company's servicing policies and procedures for similar loans has occurred in the preceding
three years; (5) there are no aspects of the Company's financial condition that could have a material adverse impact on the
performance by the Company of its obligations hereunder; (6) there are no legal proceedings pending, or known to be contemplated by
governmental authorities, against the Company that could be material to investors in the securities issued in such Pass-Through
Transfer; and (7) there are no affiliations, relationships or transactions relating to the Company of a type that are described under
Item 1119 of Regulation AB.
7. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(q):
(q) If so requested by the Purchaser or any Depositor on any date, the Company shall, within five Business Days
following such request, confirm in writing the accuracy of the representations and warranties set forth in Section 3.01(p) of this
Section or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate
disclosure of the pertinent facts, in writing, to the requesting party.
8. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(r):
(r) Notwithstanding anything to the contrary in the Agreement, the Company shall (or shall cause each Subservicer and
Third-Party Originator to) (i) immediately notify the Purchaser, any Master Servicer and any Depositor in writing of (A) any material
litigation or governmental proceedings pending against the Company, any Subservicer or any Third-Party Originator, (B) any
affiliations or relationships that develop following the closing date of a Pass-Through Transfer between the Company, any Subservicer
or any Third-Party Originator and any of the parties specified in clause (7) of paragraph (p) of this Section (and any other parties
identified in writing by the requesting party) with respect to such Pass-Through Transfer, (C) any Event of Default under the terms
of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the
Company, and (E) the Company's entry into an agreement with a Subservicer to perform or assist in the performance of any of the
Company's obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor a
description of such proceedings, affiliations or relationships.
All notification pursuant to this Section 3.01(r), other than those pursuant to Section 3.01(r)(i)(A), should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
With a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Notifications pursuant to Section 3.01(r)(i)(A) should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
With copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
9. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(s):
(s) As a condition to the succession to the Company or any Subservicer as servicer or subservicer under this Agreement
or any Reconstitution Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated, or (ii)
which may be appointed as a successor to the Company or any Subservicer, the Company shall provide to the Purchaser, any Master
Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written
notice to the Purchaser, any Master Servicer and any Depositor of such succession or appointment and (y) in writing and in form and
substance reasonably satisfactory to the Purchaser, any Master Servicer and such Depositor, all information reasonably requested by
the Purchaser, any Master Servicer or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with
respect to any class of asset-backed securities.
10. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.02(ggg):
With respect to each Mortgage Loan, information regarding the borrower credit files related to such Mortgage Loan has been
furnished to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable
implementing regulations.
11. Article IV of the Agreement is hereby amended effective as of the date hereof by adding the following after the
first sentence of Section 4.01:
In addition, the Company shall furnish information regarding the borrower credit files related to such Mortgage Loan to
credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing
regulations.
12. Article IV of the Agreement is hereby amended effective as of the date hereof by deleting in its entirety the last
paragraph of Section 4.02 and replacing it with the following:
The Company shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall have been limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally, (ii) the enforcement
thereof is illegal, or any local, state or federal agency has threatened legal action if the prepayment penalty is enforced, (iii)
the mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard
and customary in servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the
reasonable judgment of the Company, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and
the related Mortgage Loan. If a Prepayment Charge is waived, but does not meet the standards described above, then the Company is
required to pay the amount of such waived Prepayment Charge by remitting such amount to the Purchaser by the Remittance Date.
13. Article IV of the Agreement is hereby amended effective as of the date hereof by revising the first paragraph of
Section 4.03 by adding the following after the first sentence:
In determining the delinquency status of any Mortgage Loan, the Company will use delinquency recognition policies as
described to and approved by the Purchaser, and shall revise these policies as requested by the Purchaser from time to time.
14. Article V of the Agreement is hereby amended effective as of the date hereof by deleting Section 5.02 in its
entirety and replacing it with the following:
Section 5.02 Statements to the Purchaser.The Company shall furnish to Purchaser an individual loan accounting report, as of the last Business Day of each month, in
the Company's assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With
respect to each month, the corresponding individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on a disk or tape or other computer-readable format in such format as may be mutually agreed upon
by both Purchaser and Company, and no later than the fifth Business Day of the following month in hard copy, and shall contain the
following:
(i) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to principal
(including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or
premiums, along with a detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to interest;
(iii) with respect to each Mortgage Loan, the amount of servicing compensation received by the Company during the prior
distribution period;
(iv) the Stated Principal Balance of each Mortgage Loan and the aggregate Stated Principal Balance of all Mortgage Loans
as of the first day of the distribution period and the last day of the distribution period;
(v) with respect to each Mortgage Loan, the current Mortgage Interest Rate;
(vi) with respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds and REO Disposition Proceeds received during the prior distribution period;
(vii) with respect to each Mortgage Loan, the amount of any Prepayment Interest Shortfalls paid by the Company in
accordance with Section 4.04(viii) during the prior distribution period;
(viii) the beginning and ending balances of the Custodial Account and Escrow Account;
(ix) the number of Mortgage Loans as of the first day of the distribution period and the last day of the distribution
period;
(x) with respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage Loan (a) delinquent as grouped in
the following intervals through final liquidation of such Mortgage Loan: 30 to 59 days, 60 to 89 days, 90 days or more; (b) as to
which foreclosure has commenced; and (c) as to which REO Property has been acquired;
(xi) with respect to each Mortgage Loan, the amount and severity of any realized loss following liquidation of such
Mortgage Loan;
(xii) with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans, the amount of any Monthly Advances
made by the Company during the prior distribution period;
(xiii) with respect to each Mortgage Loan, a description of any Servicing Advances made by the Company with respect to such
Mortgage Loan including the amount, terms and general purpose of such Servicing Advances, and the aggregate amount of Servicing
Advances for all Mortgage Loans during the prior distribution period;
(xiv) with respect to each Mortgage Loan, a description of any Nonrecoverable Advances made by the Company with respect to
such Mortgage Loan including the amount, terms and general purpose of such Nonrecoverable Advances, and the aggregate amount of
Nonrecoverable Advances for all Mortgage Loans during the prior distribution period;
(xv) with respect to each Mortgage Loan, a description of any Monthly Advances, Servicing Advances and Nonrecoverable
Advances reimbursed to the Company with respect to such Mortgage Loan during the prior distribution period pursuant to Section 4.05,
and the source of funds for such reimbursement, and the aggregate amount of any Monthly Advances, Servicing Advances and
Nonrecoverable Advances reimbursed to the Company for all Mortgage Loans during the prior distribution period pursuant to Section
4.05;
(xvi) with respect to any Mortgage Loan, a description of any material modifications, extensions or waivers to the terms,
fees, penalties or payments of such Mortgage Loan during the prior distribution period or that have cumulatively become material over
time;
(xvii) a description of any material breach of a representation or warranty set forth in Section 3.01 or Section 3.02
herein or of any other breach of a covenant or condition contained herein and the status of any resolution of such breach;
(xviii) with respect to each Mortgage Loan, the Stated Principal Balance of any substitute Mortgage Loan provided by the
Company and the Stated Principal Balance of any Mortgage Loan that has been replaced by a substitute Mortgage Loan in accordance with
Section 3.03 herein;
(xix) with respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage Loan that has been repurchased by
the Company in accordance with Section 3.03 herein.
In addition, the Company shall provide to the Purchaser such other information known or available to the Company that is
necessary in order to provide the distribution and pool performance information as required under Item 1121 of Regulation AB, as
amended from time to time, as determined by the Purchaser in its sole discretion. The Company shall also provide a monthly report,
in the form of Exhibit E hereto, or such other form as is mutually acceptable to the Company, the Purchaser and any Master Servicer,
Exhibit F with respect to defaulted mortgage loans and Exhibit P, with respect to realized losses and gains, with each such
report.
The Company shall prepare and file any and all information statements or other filings required to be delivered to any
governmental taxing authority or to Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Company shall provide Purchaser with such information concerning the Mortgage Loans as is
necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.
In addition, not more than sixty (60) days after the end of each calendar year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable federal
income tax law as to the aggregate of remittances for the applicable portion of such year.
15. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.04 in its
entirety and replacing it with the following:
Section 6.04 Annual Statement as to Compliance; Annual Certification.
(a) The Company will deliver to the Purchaser and any Master Servicer, not later than March 1 of each calendar year
beginning in 2007, an Officers' Certificate acceptable to the Purchaser (an "Annual Statement of Compliance") stating, as to each
signatory thereof, that (i) a review of the activities of the Company during the preceding calendar year and of performance under
this Agreement or other applicable servicing agreement has been made under such officers' supervision and (ii) to the best of such
officers' knowledge, based on such review, the Company has fulfilled all of its obligations under this Agreement or other applicable
servicing agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in
any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such
Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided
by the Company to the Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage
Loans. In the event that the Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a
Subservicer, the Company shall deliver an officer's certificate (an "Annual Certification") of the Subservicer as described above as
to each Subservicer as and when required with respect to the Company.
(b) With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, by March 1 of each calendar year
beginning in 2007, an officer of the Company shall execute and deliver an Annual Certification to the Purchaser, any Master Servicer
and any related Depositor for the benefit of each such entity and such entity's affiliates and the officers, directors and agents of
any such entity and such entity's affiliates, in the form attached hereto as Exhibit L. In the event that the Company has delegated
any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall deliver an Annual Certification
of the Subservicer as described above as to each Subservicer as and when required with respect to the Company.
(c) If the Company cannot deliver the related Annual Statement of Compliance or Annual Certification by March 1st of
such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Annual Statement of Compliance
or Annual Certification, but in no event later than March 10th of such year.
Failure of the Company to timely comply with this Section 6.04 shall be deemed an Event of Default, automatically, without
notice and without any cure period, unless otherwise agreed to by the Purchaser as set forth in 6.04(c), and Purchaser may, in
addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including
injunctive relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in and
to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, as provided in Section 9.01. Such
termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any other
provision in this Agreement or any other agreement to the contrary.
16. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.05 in its
entirety and replacing it with the following:
Section 6.05 [Reserved]
17. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
6.07:
Section 6.07 Assessment of Compliance with Servicing Criteria.
On and after January 1, 2006, the Company shall service and administer, and shall cause each subservicer to servicer or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, the Company shall deliver to the
Purchaser or its designee, any Master Servicer and any Depositor on or before March 1 of each calendar year beginning in 2007, a
report (an "Assessment of Compliance") reasonably satisfactory to the Purchaser, any Master Servicer and any Depositor regarding the
Company's assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122 of Regulation AB or as otherwise required by the Master Servicer, which as of the date
hereof, require a report by an authorized officer of the Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to
the Company;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing
Criteria applicable to the Company;
(c) An assessment by such officer of the Company's compliance with the applicable Servicing Criteria for the period
consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during
such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken
as a whole involving the Company, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Company's Assessment of
Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Company, which statement shall
be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Company,
that are backed by the same asset type as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form
of Exhibit O hereto delivered to the Purchaser concurrently with the execution of this Agreement.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, on or before March 1 of each calendar
year beginning in 2007, the Company shall furnish to the Purchaser or its designee, any Master Servicer and any Depositor a report
(an "Attestation Report") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made
by the Company, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB or as otherwise required
by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted
by the Public Company Accounting Oversight Board.
The Company shall cause each Subservicer, and each Subcontractor determined by the Company pursuant to Section 11.20 to be
"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser, any Master
Servicer and any Depositor an assessment of compliance and accountants' attestation as and when provided in Sections 6.07.
If the Company cannot deliver the related Assessment of Compliance or Attestation Report by March 1st of such year, the
Purchaser, at its sole option, may permit a cure period for the Company to deliver such Assessment of Compliance or Attestation
Report, but in no event later than March 10th of such year.
Failure of the Company to timely comply with this Section 6.07 shall be deemed an Event of Default, automatically, without
notice and without any cure period, unless otherwise agreed to by the Purchaser as described herein, and Purchaser may, in addition
to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive
relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Company for the same, as provided in Section 9.01. Such termination
shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any other provision in
this Agreement or any other agreement to the contrary.
18. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
6.08:
Section 6.08 Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that a purpose of Sections 3.01(p), 5.02, 6.04, 6.07 and 11.18 of this
Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and
regulations of the Commission. None of the Purchaser, any Master Servicer or Depositor shall exercise its right to request delivery
of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the
Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Company acknowledges that
interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and
agrees to comply with requests made by the Purchaser or any Depositor in good faith for delivery of information under these
provisions on the basis of evolving interpretations of Regulation AB. In connection with any Pass-Through Transfer, the Company shall
cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any
and all statements, reports, certifications, records and any other information necessary in the good faith determination of the
Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with
such disclosures relating to the Company, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the
Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance.
19. Article IX of the Agreement is hereby amended effective as of the date hereof by deleting the first sentence of the
last paragraph of Section 9.01 and replacing it with the following (new text underlined):
Then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser,
by notice in writing to the Company (except in the case of an Event of Default under clauses (iii), (iv) or (v) above, or as
otherwise stated herein, in which case, automatically and without notice) may, in addition to whatever rights the Purchaser may have
under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all
the rights and obligations of the Company (and if the Company is servicing any of the Mortgage Loans in a Securitization Transaction,
appoint a successor servicer reasonably acceptable to any Master Servicer for such Securitization Transaction) under this Agreement
and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same.
20. Article IX of the Agreement is hereby amended effective as of the date hereof by adding the following at the end of
the last paragraph of Section 9.01:
The Company shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a master servicer) and any
Depositor, as applicable, for all reasonable expenses incurred by the Purchaser (or such designee) or such Depositor, as such are
incurred, in connection with the termination of the Company as servicer and the transfer of servicing of the Mortgage Loans to a
successor servicer. The provisions of this paragraph shall not limit whatever rights the Purchaser or any Depositor may have under
other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as
an action for damages, specific performance or injunctive relief.
21. Article XI of the Agreement is hereby amended effective as of the date hereof by restating Section 11.18 in its
entirety as follows:
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the related Closing
Date, on one or more dates (each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more Pass-Through Transfers.
The Company agrees to execute in connection with any agreements among the Purchaser, the Company, and any servicer in
connection with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D
hereto, or, at Purchaser's request, a seller's warranties and servicing agreement or a participation and servicing agreement or
similar agreement in form and substance reasonably acceptable to the parties, and in connection with a Pass-Through Transfer, a
pooling and servicing agreement in form and substance reasonably acceptable to the parties, (collectively the agreements referred to
herein are designated, the "Reconstitution Agreements"). It is understood that any such Reconstitution Agreements will not contain
any greater obligations on the part of Company than are contained in this Agreement. Notwithstanding anything to the contrary in
this Section 11.18, the Company agrees that it is required to perform the obligations described in Exhibit K hereto.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Purchaser, the Company agrees
(1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence
procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser; (3) to restate the
representations and warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date").
In addition, the Company shall provide to such servicer or issuer, as the case may be, and any other participants in such
Reconstitution:
(i) any and all information and appropriate verification of information which may be reasonably available to the
Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall
request upon reasonable demand;
(ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates
of public officials or officers of the Company as are reasonably agreed upon by the Company and the Purchaser or any such other
participant;
(iii) within 5 Business Days after request by the Purchaser, the information with respect to the Company (as originator)
and each Third-Party Originator of the Mortgage Loans as required under Item 1110(a) and (b) of Regulation AB, a summary of the
requirements of which has of the date hereof is attached hereto as Exhibit N for convenience of reference only, as determined by
Purchaser in its sole discretion. If requested by the Purchaser, this will include information about the applicable credit-granting
or underwriting criteria;
(iv) within 5 Business Days after request by the Purchaser, the Company shall provide (or, as applicable, cause each
Third-Party Originator to provide) Static Pool Information with respect to the mortgage loans (of a similar type as the Mortgage
Loans, as reasonably identified by the Purchaser as provided below) originated by (i) the Company, if the Company is an originator of
Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), and/or (ii) each Third-Party Originator.
Such Static Pool Information shall be prepared by the Company (or Third-Party Originator) on the basis of its reasonable, good faith
interpretation of the requirements of Item 1105(a)(1)-(3) and (c) of Regulation AB. To the extent that there is reasonably available
to the Company (or Third-Party Originator) Static Pool Information with respect to more than one mortgage loan type, the Purchaser or
any Depositor shall be entitled to specify whether some or all of such information shall be provided pursuant to this paragraph. The
content of such Static Pool Information may be in the form customarily provided by the Company, and need not be customized for the
Purchaser or any Depositor. Such Static Pool Information for each vintage origination year or prior securitized pool, as applicable,
shall be presented in increments no less frequently than quarterly over the life of the mortgage loans included in the vintage
origination year or prior securitized pool. The most recent periodic increment must be as of a date no later than 135 days prior to
the date of the prospectus or other offering document in which the Static Pool Information is to be included or incorporated by
reference. The Static Pool Information shall be provided in an electronic format that provides a permanent record of the information
provided, such as a portable document format (pdf) file, or other such electronic format reasonably required by the Purchaser or the
Depositor, as applicable;
(v) within 5 Business Days after request by the Purchaser, information with respect to the Company (as servicer) as
required by Item 1108(b) and (c) of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as
Exhibit N for convenience of reference only, as determined by Purchaser in its sole discretion. In the event that the Company has
delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall provide the
information required pursuant to this clause with respect to the Subservicer;
(vi) within 5 Business Days after request by the Purchaser,
(a) information regarding any legal proceedings pending (or known to be contemplated) against the Company (as
originator and as servicer) and each other originator of the Mortgage Loans and each Subservicer as required by Item 1117 of
Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit N for convenience
of reference only, as determined by Purchaser in its sole discretion,
(b) information regarding affiliations with respect to the Company (as originator and as servicer) and each other
originator of the Mortgage Loans and each Subservicer as required by Item 1119(a) of Regulation AB, a summary of the
requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of reference only, as determined
by Purchaser in its sole discretion, and
(c) information regarding relationships and transactions with respect to the Company (as originator and as servicer)
and each other originator of the Mortgage Loans and each Subservicer as required by Item 1119(b) and (c) of Regulation AB, a
summary of the requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of reference
only, as determined by Purchaser in its sole discretion;
(vii) if so requested by the Purchaser, the Company shall provide (or, as applicable, cause each Third-Party Originator to
provide), at the expense of the requesting party (to the extent of any additional incremental expense associated with delivery
pursuant to this Agreement), such statements and agreed-upon procedures letters of certified public accountants reasonably acceptable
to the Purchaser or Depositor, as applicable, pertaining to Static Pool Information relating to prior securitized pools for
securitizations closed on or after January 1, 2006 or, in the case of Static Pool Information with respect to the Company's or
Third-Party Originator's originations or purchases, to calendar months commencing January 1, 2006, or to any financial information
included in any other disclosure provided under this Section 11.18, as the Purchaser or such Depositor shall reasonably request. Such
statements and letters shall be addressed to and be for the benefit of such parties as the Purchaser or such Depositor shall
designate, which may include, by way of example, any Sponsor, any Depositor and any broker dealer acting as underwriter, placement
agent or initial purchaser with respect to a Pass-Through Transfer. Any such statement or letter may take the form of a standard,
generally applicable document accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or
such Depositor;
(viii) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of
asset-backed securities, the Company shall (or shall cause each Subservicer and Third-Party Originator to) (i) provide prompt notice
to the Purchaser, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings
involving the Company, any Subservicer or any Third-Party Originator, (B) any affiliations or relationships that develop following
the closing date of a Securitization Transaction between the Company, any Subservicer or any Third-Party Originator and any of the
parties specified in clause (D) of paragraph (a) of this Section (and any other parties identified in writing by the requesting
party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any
Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Company, and (E) the
Company's entry into an agreement with a Subservicer to perform or assist in the performance of any of the Company's obligations
under this Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor a description of such
proceedings, affiliations or relationships;
(ix) As a condition to the succession to the Company or any Subservicer as servicer or subservicer under this Agreement or
any Reconstitution Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated, or (ii)
which may be appointed as a successor to the Company or any Subservicer, the Company shall provide to the Purchaser, any Master
Servicer, and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written
notice to the Purchaser and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably
satisfactory to the Purchaser and such Depositor, all information reasonably requested by the Purchaser or any Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities;
(x) In addition to such information as the Company, as servicer, is obligated to provide pursuant to other provisions of
this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of
any Securitization Transaction that includes any of the Mortgage Loans serviced by the Company or any Subservicer, the Company or
such Subservicer, as applicable, shall, to the extent the Company or such Subservicer has knowledge, provide to the party responsible
for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along
with all information, data, and materials related thereto as may be required to be included in the related distribution report on
Form 10-D (as specified in the provisions of Regulation AB referenced below):
(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments
during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or transaction covenants (Item
1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities issuances backed by the same pool assets, any
pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other
criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB); and
(xi) The Company shall provide to the Purchaser, any Master Servicer and any Depositor, evidence of the authorization of the
person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance
policy, financial information and reports, and such other information related to the Company or any Subservicer or the Company or
such Subservicer's performance hereunder.
In the event of a conflict or inconsistency between the terms of Exhibit N and the text of the applicable Item of Regulation
AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.
The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating
in a Pass-Through Transfer: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if
applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect
to such Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
Act with respect to such Pass-Through Transfer; each broker dealer acting as underwriter, placement agent or initial purchaser, each
Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of
the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the
foregoing and of the Depositor (each, an "Indemnified Party"), and shall hold each of them harmless from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and
expenses that any of them may sustain arising out of or based upon:
(i)(A) any untrue statement of a material fact contained or alleged to be contained in any information, report,
certification, data, accountants' letter or other material provided under this Section 11.18 by or on behalf of the Company, or
provided under this Section 11.18 by or on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the
"Company Information"), or (B) the omission or alleged omission to state in the Company Information a material fact required to be
stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by
reference to the Company Information and not to any other information communicated in connection with a sale or purchase of
securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from
such other information;
(ii) any breach by the Company of its obligations under this Section 11.18, including particularly any failure by the
Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification,
accountants' letter or other material when and as required under this Section 11.18, including any failure by the Company to identify
pursuant to Section 11.20 any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation
AB;
(iii) any breach by the Company of a representation or warranty set forth in Section 3.01 or in a writing furnished pursuant
to Section 3.01(q) and made as of a date prior to the closing date of the related Pass-Through Transfer, to the extent that such
breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished
pursuant to Section 3.01(q) to the extent made as of a date subsequent to such closing date; or
(iv)the negligence bad faith or willful misconduct of the Company in connection with its performance under this Section
11.18.
If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the
Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses,
damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Company on the other.
In the case of any failure of performance described above, the Company shall promptly reimburse the Purchaser, any
Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed
with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d)
or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each
such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required
by the Company, any Subservicer, any Subcontractor or any Third-Party Originator.
This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance
with the terms of, this Agreement and the related Term Sheet, and with respect thereto this Agreement and the related Term Sheet
shall remain in full force and effect.
22. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
11.20:
Section 11.20. Use of Subservicers and Subcontractors.
(a) The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of
the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of
paragraph (b) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not
permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the
Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph
(d) of this Section.
(b) The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser
and any Depositor to comply with the provisions of this Section and with Sections 3.01(p), 3.01(s), 6.04, 6.07 and 11.18 of this
Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such
Subservicer under Section 3.01(r) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and
delivering to the Purchaser, any Master Servicer and any Depositor any Annual Statement of Compliance required to be delivered by
such Subservicer under Section 6.04(a), any Assessment of Compliance and Attestation Report required to be delivered by such
Subservicer under Section 6.07 and any Annual Certification required under Section 6.04(b) as and when required to be delivered.
(c) The Company shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any
designee of the Depositor, such as an administrator) a written description (in form and substance satisfactory to the Purchaser, any
Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer,
specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.
(d) As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function"
within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any
Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 6.07 and 11.18 of this
Agreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any Assessment of Compliance and Attestation Report and the other
certificates required to be delivered by such Subservicer and such Subcontractor under Section 6.07, in each case as and when
required to be delivered.
23. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
11.21:
Section 11.21. Third Party Beneficiary.
For purposes of this Agreement, each Master Servicer shall be considered a third party beneficiary to this Agreement,
entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.
24. The Agreement is hereby amended as of the date hereof by deleting Exhibit E in its entirety and replacing it with
the following:
EXHIBIT E
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME The borrower name as received in the file. Maximum length of 30 (Last, 30
It is not separated by first and last name. First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs 11
interest payment that a borrower is expected ($)
to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT The new loan payment amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6
a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the beginning of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the end of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY 10
the borrower's next payment is due to the
Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10
first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
------------------------------ ---------------------------------------------- ------------ ------------------------------- --------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10
third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTION_CODE The standard FNMA numeric code used to Action Code Key: 2
indicate the default/delinquent status of a 15=Bankruptcy,
particular loan. 30=Foreclosure, , 60=PIF,
63=Substitution,
65=Repurchase,70=REO
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or dollar signs 11
if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount 2 No commas(,) or dollar signs 11
due at the beginning of the cycle date to be ($)
passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs 11
investors at the end of a processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs 11
the Servicer for the current cycle -- only ($)
applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable
for Scheduled/Scheduled Loans. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs 11
Servicer for the current reporting cycle -- ($)
only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The actual gross interest amount less the
service fee amount for the current reporting No commas(,) or dollar signs
ACTL_NET_INT cycle as reported by the Servicer -- only 2 ($) 11
applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs 11
prepays on his loan as reported by the ($)
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
25. The Agreement is hereby amended as of the date hereof by adding the following new Exhibit F:
EXHIBIT F
REPORTING DATA FOR DEFAULTED LOANS
Standard File Layout – Delinquency Reporting
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Column/Header Name Description Decimal Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR A unique identifier assigned to each loan by the
originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans in
their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ADDRESS Street Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE The state where the property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due MM/DD/YYYY
to the servicer at the end of processing cycle, as
reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,)
sale. or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE A code that indicates the condition of the
property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- ------------- ----------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Exhibit 2: Standard File Codes – Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
• ASUM- Approved Assumption
• BAP- Borrower Assistance Program
• CO- Charge Off
• DIL- Deed-in-Lieu
• FFA- Formal Forbearance Agreement
• MOD- Loan Modification
• PRE- Pre-Sale
• SS- Short Sale
• MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry
standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property code as follows:
• Mortgagor
• Tenant
• Unknown
• Vacant
The Property Condition field should show the last reported condition of the property as follows:
• Damaged
• Excellent
• Fair
• Gone
• Good
• Poor
• Special Hazard
• Unknown
Exhibit 2: Standard File Codes – Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
------------------------ ---------------------------------------------------------
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
023 FNMA-Servicing problems
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
026 FNMA-Payment adjustment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
027 FNMA-Payment dispute
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
029 FNMA-Transfer of ownership pending
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
030 FNMA-Fraud
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
031 FNMA-Unable to contact borrower
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
INC FNMA-Incarceration
------------------------ ---------------------------------------------------------
Exhibit 2: Standard File Codes – Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
------------------------ -------------------------------------------------------
Status Code Status Description
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
62 Veteran's Affairs-No Bid
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
63 Veteran's Affairs-Refund
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
64 Veteran's Affairs-Buydown
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ -------------------------------------------------------
26. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit K:
EXHIBIT K
COMPANY'S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
• The Company shall (i) possess the ability to service to a securitization documents; (ii) service on a
"Scheduled/Scheduled" reporting basis (advancing through the liquidation of an REO Property), (iii) make compensating interest
payments on payoffs and curtailments and (iv) remit and report to a Master Servicer in format acceptable to such Master Servicer by
the 10th calendar day of each month.
• The Company shall provide an acceptable annual certification (officer's certificate) to the Master Servicer (as
required by the Sarbanes-Oxley Act of 2002) as well as any other annual certifications required under the securitization documents
(i.e. the annual statement as to compliance/annual independent certified public accountants' servicing report due by March 1 of each
year).
• The Company shall allow for the Purchaser, the Master Servicer or their designee to perform a review of audited
financials and net worth of the Company.
• The Company shall provide a Uniform Single Attestation Program certificate and Management Assertion as requested by
the Master Servicer or the Purchaser.
• The Company shall provide information on each Custodial Account as requested by the Master Servicer or the
Purchaser, and each Custodial Accounts shall comply with the requirements for such accounts as set forth in the securitization
documents.
• The Company shall maintain its servicing system in accordance with the requirements of the Master Servicer.
27. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit L:
EXHIBIT L
FORM OF COMPANY CERTIFICATION
Re: The [ ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF COMPANY] (the "Company"), certify to [the
Purchaser], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:
I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation
AB (the "Compliance Statement"), the report on assessment of the Company's compliance with the servicing criteria set forth
in Item 1122(d) of Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18 under
Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing
Assessment"), the registered public accounting firm's attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were
delivered by the Company to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement
(collectively, the "Company Servicing Information");
Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances
under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing
Information;
Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the
Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];
I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on
my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the
Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under
the Agreement in all material respects; and
The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the Servicing Assessment and
Attestation Report required to be provided by the Company and by any Subservicer and Subcontractor pursuant to the Agreement, have
been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described in such reports have been
disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed
in such reports.
28. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit M:
EXHIBIT M
SUMMARY OF REGULATION AB
SERVICING CRITERIA
NOTE: This Exhibit M is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms of
this Exhibit M and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the SEC
shall control.
Item 1122(d)
(i) General servicing considerations.
(A) Policies and procedures are instituted to monitor any performance or other triggers and events of default
in accordance with the transaction agreements.
(B) If any material servicing activities are outsourced to third parties, policies and procedures are instituted
to monitor the third party's performance and compliance with such servicing activities.
(C) Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
(D) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function
throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
(ii) Cash collection and administration.
(A) Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing
accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
(B) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
(C) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged
for such advances, are made, reviewed and approved as specified in the transaction agreements.
(D) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction
agreements.
(E) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial
institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
(F) Unissued checks are safeguarded so as to prevent unauthorized access.
(G) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in
the transaction agreements.
(iii) Investor remittances and reporting.
(A) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the
transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or
the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.
(B) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set
forth in the transaction agreements.
(C) Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such other
number of days specified in the transaction agreements.
(D) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial
bank statements.
(iv) Mortgage Loan administration.
(A) Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan
documents.
(B) Mortgage loan and related documents are safeguarded as required by the transaction agreements.
(C) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions
or requirements in the transaction agreements.
(D) Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage
loan documents.
(E) The Servicer's records regarding the mortgage loans agree with the Servicer's records with respect to an obligor's unpaid
principal balance.
(F) Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with the transaction agreements and related mortgage loan documents.
(G) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures
and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
(H) Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
(I) Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related
mortgage loan documents.
(J) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with
the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such
funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in
the transaction agreements.
(K) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or
expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by
the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
(L) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer's
funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.
(M) Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the
Servicer, or such other number of days specified in the transaction agreements.
(N) Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the transaction
agreements.
(O) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is
maintained as set forth in the transaction agreements.
29. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit N:
EXHIBIT N
SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE: This Exhibit N is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms of
this Exhibit N and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the SEC
shall control.
Item 1105(a)(1)-(3) and (c)
-Provide static pool information with respect to mortgage loans that were originated or purchased by the Company and which
are of the same type as the Mortgage Loans.
-Provide static pool information regarding delinquencies, cumulative losses and prepayments for prior securitized pools of
the Company.
-If the Company has less than 3 years experience securitizing assets of the same type as the Mortgage Loans, provide the
static pool information by vintage origination years regarding loans originated or purchased by the Company, instead of by prior
securitized pool. A vintage origination year represents mortgage loans originated during the same year.
-Such static pool information shall be for the prior five years, or for so long as the Company has been originating or
purchasing (in the case of data by vintage origination year) or securitizing (in the case of data by prior securitized pools) such
mortgage loans if for less than five years.
-The static pool information for each vintage origination year or prior securitized pool, as applicable, shall be presented
in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool.
-Provide summary information for the original characteristics of the prior securitized pools or vintage origination years,
as applicable and material, including: number of pool assets, original pool balance, weighted average initial loan balance, weighted
average mortgage rate, weighted average and minimum and maximum FICO, product type, loan purpose, weighted average and minimum and
maximum LTV, distribution of loans by mortgage rate, and geographic concentrations of 5% or more.
Item 1108(b) and (c)
Provide the following information with respect to each servicer that will service, including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:
-a description of the Company's form of organization;
-a description of how long the Company has been servicing residential mortgage loans; a general discussion of the Company's
experience in servicing assets of any type as well as a more detailed discussion of the Company's experience in, and procedures for
the servicing function it will perform under this Agreement and any Reconstitution Agreements; information regarding the size,
composition and growth of the Company's portfolio of mortgage loans of the type similar to the Mortgage Loans and information on
factors related to the Company that may be material to any analysis of the servicing of the Mortgage Loans or the related
asset-backed securities, as applicable, including whether any default or servicing related performance trigger has occurred as to any
other securitization due to any act or failure to act of the Company, whether any material noncompliance with applicable servicing
criteria as to any other securitization has been disclosed or reported by the Company, and the extent of outsourcing the Company uses;
-a description of any material changes to the Company's policies or procedures in the servicing function it will perform
under this Agreement and any Reconstitution Agreements for mortgage loans of the type similar to the Mortgage Loans during the past
three years;
-information regarding the Company's financial condition to the extent that there is a material risk that the effect on one
or more aspects of servicing resulting from such financial condition could have a material impact on the performance of the
securities issued in the Pass-Through Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;
-any special or unique factors involved in servicing loans of the same type as the Mortgage Loans, and the Company's
processes and procedures designed to address such factors;
-statistical information regarding principal and interest advances made by the Company on the Mortgage Loans and the
Company's overall servicing portfolio for the past three years; and
-the Company's process for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.
Item 1110(a)
-Identify any originator or group of affiliated originators that originated, or is expected to originate, 10% or more of the
mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer.
Item 1110(b)
Provide the following information with respect to any originator or group of affiliated originators that originated, or is
expected to originate, 20% or more of the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:
-the Company's form of organization; and
-a description of the Company's origination program and how long the Company has been engaged in originating residential
mortgage loans, which description must include a discussion of the Company's experience in originating mortgage loans of the same
type as the Mortgage Loans and information regarding the size and composition of the Company's origination portfolio as well as
information that may be material to an analysis of the performance of the Mortgage Loans, such as the Company's credit-granting or
underwriting criteria for mortgage loans of the same type as the Mortgage Loans.
Item 1117
-describe any legal proceedings pending against the Company or against any of its property, including any proceedings known
to be contemplated by governmental authorities, that may be material to the holders of the securities issued in the Pass-Through
Transfer.
Item 1119(a)
-describe any affiliations of the Company, each other originator of the Mortgage Loans and each Subservicer with the
sponsor, depositor, issuing entity, trustee, any originator, any other servicer, any significant obligor, enhancement or support
provider or any other material parties related to the Pass-Through Transfer.
Item 1119(b)
-describe any business relationship, agreement, arrangement, transaction or understanding entered into outside of the
ordinary course of business or on terms other than those obtained in an arm's length transaction with an unrelated third party, apart
from the Pass-Through Transfer, between the Company, each other originator of the Mortgage Loans and each Subservicer, or their
respective affiliates, and the sponsor, depositor or issuing entity or their respective affiliates, that exists currently or has
existed during the past two years, that may be material to the understanding of an investor in the securities issued in the
Pass-Through Transfer.
Item 1119(c)
-describe any business relationship, agreement, arrangement, transaction or understanding involving or relating to the
Mortgage Loans or the Pass-Through Transfer, including the material terms and approximate dollar amount involved, between the
Company, each other originator of the Mortgage Loans and each Subservicer, or their respective affiliates and the sponsor, depositor
or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.
30. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit O:
EXHIBIT O
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall address, at a minimum, the
criteria identified as below as "Applicable Servicing Criteria":
--------------------------------------------------------------------------------------------- -----------------------
Servicing Criteria Applicable Servicing
Criteria
--------------------------------------------------------------------------------------------- -----------------------
Reference Criteria
----------------------- --------------------------------------------------------------------- -----------------------
General Servicing Considerations
----------------------- -----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance
or other triggers and events of default in accordance with the
transaction agreements.
----------------------- -----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
----------------------- -----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
----------------------- -----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
----------------------- -----------------------
Cash Collection and Administration
----------------------- -----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to
an investor are made only by authorized personnel.
----------------------- -----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
----------------------- -----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
----------------------- -----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
----------------------- -----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized
access.
----------------------- -----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
----------------------- -----------------------
Investor Remittances and Reporting
----------------------- -----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
----------------------- -----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
----------------------- -----------------------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of
1122(d)(3)(iii) days specified in the transaction agreements.
----------------------- -----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank
1122(d)(3)(iv) statements.
----------------------- -----------------------
Pool Asset Administration
----------------------- -----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required
by the transaction agreements or related mortgage loan documents.
----------------------- -----------------------
Mortgage loan and related documents are safeguarded as required by
1122(d)(4)(ii) the transaction agreements
----------------------- -----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
----------------------- -----------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the
Servicer's records with respect to an obligor's unpaid principal
balance.
----------------------- -----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
----------------------- -----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
----------------------- -----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
----------------------- -----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans
with variable rates are computed based on the related mortgage loan
documents.
----------------------- -----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
----------------------- -----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction
1122(d)(4)(xiii) agreements.
----------------------- -----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
agreements.
----------------------- -----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
----------------------- --------------------------------------------------------------------- -----------------------
----------------------- --------------------------------------------------------------------- -----------------------
[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date: _________________________
By: _________________________
Name:
Title:
31. The Agreement is hereby amended as of the date hereof by adding the following new Exhibit P:
EXHIBIT P
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332– Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages
are due on the remittance report date. Late submissions may result in claims not being passed until the following month.
The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to
recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental
proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in
parenthesis ( ).
Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------------------- -------------------------------------- --------------------------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------------------- -------------------------------------- --------------------------------------------
WELLS FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ ________________(1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________(6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________(12)
Total Expenses $ ________________(13)
Credits:
(14) Escrow Balance $ ________________(14)
(15) HIP Refund ________________(15)
(16) Rental Receipts ________________(16)
(17) Hazard Loss Proceeds ________________(17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________(18a) HUD Part A
________________(18b) HUD Part B
(19) Pool Insurance Proceeds ________________(19)
(20) Proceeds from Sale of Acquired Property ________________(20)
(21) Other (itemize) ________________(21)
_________________________________________ ________________(21)
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
Escrow Disbursement Detail
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Type Date Paid Period of Total Paid Base Amount Penalties Interest
(Tax /Ins.) Coverage
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32. Except as amended above, the Agreement shall continue to be in full force and effect in accordance with its terms.
33. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and of
said counterparts taken together shall be deemed to constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the following parties have caused their names to be signed hereto by their respective officers thereunto
duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION,
as Purchaser
By:_______________________________
Name:
Title:
SAVANNAH BANK, NA dba HARBOURSIDE MORTGAGE CORPORATION,
as Company
By:______________________________
Name:
Title:
This is a Purchase, Warranties and Servicing Agreement, dated as of January 1, 2004 and is executed between EMC MORTGAGE
CORPORATION, as Purchaser, with offices located at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas75038 (the
"Purchaser"), and HomeBanc Mortgage Corporation, with its executive offices located at 2002 Summit Boulevard, Suite 100, Atlanta, GA30319 (the "Company").
W I T N E S S E T H :
WHEREAS, the Purchaser has heretofore agreed to purchase from the Company and the Company has heretofore agreed to sell to
the Purchaser, from time to time, certain Mortgage Loans on a servicing retained basis;
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security instrument creating a first
lien on a residential dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule, which is annexed to the related
Term Sheet; and
WHEREAS, the Purchaser and the Company wish to prescribe the representations and warranties of the Company with respect to
itself and the Mortgage Loans and the management, servicing and control of the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser and the Company agree as follows:
ARTICLE IDEFINITIONSSection 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the
following meaning specified in this Article:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices (including collection
procedures) of prudent mortgage banking institutions which service mortgage loans of the same type as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located, and which are in accordance with Fannie Mae servicing practices and
procedures, for MBS pool mortgages, as defined in the Fannie Mae Guides including future updates.
Adjustment Date: As to each adjustable rate Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in
accordance with the terms of the related Mortgage Note.
Agreement: This Purchase, Warranties and Servicing Agreement including all exhibits hereto, amendments hereof and
supplements hereto.
Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for the
originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the requirements of the
Company and Fannie Mae, or as determined by use of an AVM, provided, however, that the use of an AVM shall be permitted only upon the
presentation by the Company to the Purchaser of an approval letter acceptable to the Purchaser from each of the Rating Agencies,
which letters shall state that use of an AVM shall have no adverse effect in any material respect on the interests of any
certificateholder of the related securitization.
Assignment: An individual assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form,
sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale or
transfer of the Mortgage Loan.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the State of New York or Georgia, or
(iii) a day on which banks in the State of New York or Georgia are authorized or obligated by law or executive order to be closed.
Closing Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Code: The Internal Revenue Code of 1986, or any successor statute thereto.
Company: HomeBanc Mortgage Corporation their successors in interest and assigns, as permitted by this Agreement.
Company's Officer's Certificate: A certificate signed by the Chairman of the Board, President, any Vice President or
Treasurer of Company stating the date by which Company expects to receive any missing documents sent for recording from the
applicable recording office.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary,
partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a
Mortgagor in accordance with the terms of the related Mortgage Loan Documents.
Confirmation: The trade confirmation letter between the Purchaser and the Company which relates to the Mortgage Loans.
Co-op Lease: With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied by the Mortgagor and relating
to the stock allocated to the related dwelling unit.
Co-op Loan: A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a residential cooperative
housing corporation and a collateral assignment of the related Co-op Lease.
Current Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for
the Company (by an appraiser who met the requirements of the Company and Fannie Mae), or through the use of an AVM, at the request of
a Mortgagor for the purpose of canceling a Primary Mortgage Insurance Policy in accordance with federal, state and local laws and
regulations or otherwise made at the request of the Company or Mortgagor.
Current LTV: The ratio of the Stated Principal Balance of a Mortgage Loan to the Current Appraised Value of the
Mortgaged Property.
Custodial Account: Each separate demand account or accounts created and maintained pursuant to Section 4.04 which shall be
entitled "HBMC Custodial Account, in trust for the Purchaser, Owner of Adjustable Rate Mortgage Loans" and shall be established in an
Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.
Custodian: With respect to any Mortgage Loan, the entity stated on the related Term Sheet, and its successors and assigns,
as custodian for the Purchaser.
Cut-off Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately preceding such
15th day) of the month of the related Remittance Date.
Due Date: The day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace, which
is the first day of the month.
Due Period: With respect to any Remittance Date, the period commencing on the second day of the month preceding the month
of such Remittance Date and ending on the first day of the month of the Remittance Date.
Eligible Account: An account established and maintained: (i) within FDIC insured accounts created, maintained and monitored
by the Company so that all funds deposited therein are fully insured, or (ii) as a trust account with the corporate trust department
of a depository institution or trust company organized under the laws of the United States of America or any one of the states
thereof or the District of Columbia which is not affiliated with the Company (or any sub-servicer) or (iii) with an entity which is
an institution whose deposits are insured by the FDIC, the unsecured and uncollateralized long-term debt obligations of which shall
be rated "A2" or higher by Standard & Poor's and "A" or higher by Fitch, Inc. or one of the two highest short-term ratings by any
applicable Rating Agency, and which is either (a) a federal savings association duly organized, validly existing and in good standing
under the federal banking laws, (b) an institution duly organized, validly existing and in good standing under the applicable banking
laws of any state, (c) a national banking association under the federal banking laws, or (d) a principal subsidiary of a bank holding
company, or (iv) if ownership of the Mortgage Loans is evidenced by mortgaged-backed securities, the equivalent required ratings of
each Rating Agency, and held such that the rights of the Purchaser and the owner of the Mortgage Loans shall be fully protected
against the claims of any creditors of the Company (or any sub-servicer) and of any creditors or depositors of the institution in
which such account is maintained or (v) in a separate non-trust account without FDIC or other insurance in an Eligible Institution.
In the event that a Custodial Account is established pursuant to clause (iii), (iv) or (v) of the preceding sentence, the Company
shall provide the Purchaser with written notice on the Business Day following the date on which the applicable institution fails to
meet the applicable ratings requirements.
Eligible Institution: An institution having (i) the highest short-term debt rating, and one of the two highest long-term
debt ratings of each Rating Agency; or (ii) with respect to any Custodial Account, an unsecured long-term debt rating of at least one
of the two highest unsecured long-term debt ratings of each Rating Agency.
Equity Take-Out Refinanced Mortgage Loan: A Refinanced Mortgage Loan the proceeds of which were in excess of the
outstanding principal balance of the existing mortgage loan as defined in the Fannie Mae Guide(s).
Escrow Account: Each separate trust account or accounts created and maintained pursuant to Section 4.06 which shall be
entitled "HBMC Escrow Account, in trust for the Purchaser, Owner of Adjustable Rate Mortgage Loans, and various Mortgagors" and shall
be established in an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates,
sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.
Fannie Mae: The Federal National Mortgage Association, or any successor thereto.
Fannie Mae Guide(s): The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments or additions
thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor thereto.
FHLMC Guide: The FHLMC Single Family Seller/Servicer Guide and all amendments or additions thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.
GAAP: Generally accepted accounting principles, consistently applied.
HUD: The United States Department of Housing and Urban Development or any successor thereto.
Index: With respect to any adjustable rate Mortgage Loan, the index identified on the Mortgage Loan Schedule and set forth
in the related Mortgage Note for the purpose of calculating the interest rate thereon.
Initial Rate Cap: As to each adjustable rate Mortgage Loan, where applicable, the maximum increase or decrease in the
Mortgage Interest Rate on the first Adjustment Date.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the
related Mortgaged Property.
Interest Only Mortgage Loan: A Mortgage Loan for which an interest-only payment feature is allowed during the period prior
to the first Adjustment Date.
Lender Paid Mortgage Insurance Rate: The Lender Paid Mortgage Insurance Rate shall be a rate per annum equal to the
percentage shown on the Mortgage Loan Schedule.
Lender Primary Mortgage Insurance Policy: Any Primary Mortgage Insurance Policy for which premiums are paid by the
Company.
Lifetime Rate Cap: As to each adjustable rate Mortgage Loan, the maximum Mortgage Interest Rate over the term of such
Mortgage Loan.
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the
sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original outstanding principal amount of
the Mortgage Loan, to (i) the Appraised Value of the Mortgaged Property as of the Origination Date with respect to a Refinanced
Mortgage Loan, and (ii) the lesser of the Appraised Value of the Mortgaged Property as of the Origination Date or the purchase price
of the Mortgaged Property with respect to all other Mortgage Loans.
Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage amount set forth in each related Mortgage
Note which is added to the Index in order to determine the related Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.
Master Servicer: Wells Fargo Bank Minnesota, National Association, its successors in interest and assigns, or any successor
thereto designated by the Purchaser.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of
Delaware, or any successor thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS® System.
MERS® System: The system of recording transfers of mortgages electronically maintained by MERS.
MIN: The Mortgage Identification Number for any MERS Mortgage Loan.
MOM Loan: Any Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for the originator of such Mortgage
Loan and its successors and assigns.
Monthly Advance: The aggregate of the advances made by the Company on any Remittance Date pursuant to Section 5.03.
Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan, or in the case of an Interest
Only Mortgage Loan, payments of (i) interest, or (ii) principal and interest, if applicable, on a Mortgage Loan which is payable by a
Mortgagor under the related Mortgage Note.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on an
unsubordinated estate in fee simple in real property securing the Mortgage Note.
Mortgage File: The mortgage documents pertaining to a particular Mortgage Loan which are specified in Exhibit A hereto and
any additional documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy as required by Section 4.11.
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan, which may be adjusted from time to
time for an adjustable rate Mortgage Loan, in accordance with the provisions of the related Mortgage Note.
Mortgage Loan: An individual mortgage loan which is the subject of this Agreement, each Mortgage Loan originally sold and
subject to this Agreement being identified on the Mortgage Loan Schedule attached to the related Term Sheet, which Mortgage Loan
includes without limitation the Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds and obligations arising from or in
connection with such Mortgage Loan, excluding replaced or repurchased mortgage loans.
Mortgage Loan Documents: The documents listed in Exhibit A.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the Purchaser,
which shall be equal to the Mortgage Interest Rate minus the Servicing Fee Rate minus the Lender Paid Mortgage Insurance Rate.
Mortgage Loan Schedule: The schedule of Mortgage Loans annexed to the related Term Sheet, such schedule setting forth the
following information with respect to each Mortgage Loan in the related Mortgage Loan Package:
(1) the Company's Mortgage Loan identifying number;
(2) the Mortgagor's first and last name;
(3) the street address of the Mortgaged Property including the city, state and zip code;
(4) a code indicating whether the Mortgaged Property is owner-occupied, a second home or an investor property;
(5) the type of residential property constituting the Mortgaged Property;
(8) the original months to maturity of the Mortgage Loan;
(9) the remaining months to maturity from the related Cut-off Date, based on the original amortization schedule and, if
different, the maturity expressed in the same manner but based on the actual amortization schedule;
(8) the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio, at origination;
(9) the Mortgage Interest Rate as of origination and as of the related Cut-off Date; with respect to each adjustable
rate Mortgage Loan, the initial Adjustment Date, the next Adjustment Date immediately following the related Cut-off Date, the Index,
the Margin, the Initial Rate Cap, if any, Periodic Rate Cap, if any, minimum Mortgage Interest Rate under the terms of the Mortgage
Note and the Lifetime Rate Cap;
(10) the Origination Date of the Mortgage Loan;
(11) the stated maturity date;
(12) the amount of the Monthly Payment at origination;
(13) the amount of the Monthly Payment as of the related Cut-off Date;
(14) the original principal amount of the Mortgage Loan;
(15) the scheduled Stated Principal Balance of the Mortgage Loan as of the close of business on the related Cut-off Date,
after deduction of payments of principal due on or before the related Cut-off Date whether or not collected;
(16) a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term refinance, equity take-out
refinance);
(17) a code indicating the documentation style (i.e. full, alternative, etc.);
(18) the number of times during the twelve (12) month period preceding the related Closing Date that any Monthly Payment
has been received after the month of its scheduled due date;
(19) the date on which the first payment is or was due;
(21) a code indicating whether or not the Mortgage Loan is the subject of a Primary Mortgage Insurance Policy and the name of the
related insurance carrier;
(21) a code indicating whether or not the Mortgage Loan is currently convertible and the conversion spread;
(22) the last Due Date on which a Monthly Payment was actually applied to the unpaid principal balance of the Mortgage
Loan.
(23) product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);
(25) credit score and/or mortgage score, if applicable;
(26) a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so, the amount and term thereof;
(30) the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable;
(31) a code indicating whether the Mortgage Loan is a MERS Mortgage Loan and the MERS number, if applicable; and
(28) a code indicating whether or not the Mortgage Loan is the subject of a Lender Primary Mortgage Insurance Policy and
the name of the related insurance carrier and the Lender Paid Mortgage Insurance Rate;
With respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule attached to the related Term Sheet shall set
forth the following information, as of the related Cut-off Date:
(1) the number of Mortgage Loans;
(2) the current aggregate outstanding principal balance of the Mortgage Loans;
(3) the weighted average Mortgage Interest Rate of the Mortgage Loans;
(4) the weighted average maturity of the Mortgage Loans; and
(5) the weighted average months to next Adjustment Date;
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.
Mortgaged Property: The underlying real property securing repayment of a Mortgage Note, consisting of a single parcel of
real estate or contiguous parcels of real estate bearing one legal description and tax assessment number and considered to be real
estate under the laws of the state in which such real property is located which may include condominium units and planned unit
developments, improved by a residential dwelling; except that with respect to real property located in jurisdictions in which the use
of leasehold estates for residential properties is a widely-accepted practice, a leasehold estate of the Mortgage, the term of which
is equal to or longer than the term of the Mortgage.
Mortgagor: The obligor on a Mortgage Note.
Net Liquidation Proceeds: As to any Mortgage Loan, Liquidation Proceeds net of unreimbursed Servicing Advances, Servicing
Fees and Monthly Advances and expenses incurred by the Company in connection with the liquidation of the Mortgage Loan and the
related Mortgaged Property.
Nonrecoverable Advance: Any advance previously made by the Company pursuant to Section 5.03 or any Servicing Advance which,
in the good faith judgment of the Company, may not be ultimately recoverable by the Company from Liquidation Proceeds or otherwise.
The determination by the Company that it has made a Nonrecoverable Advance, shall be evidenced by an Officer's Certificate of the
Company delivered to the Purchaser and the Master Servicer and detailing the reasons for such determination.
OCC: Office of the Comptroller of the Currency, its successors and assigns.
Officers' Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a
Senior Vice President or a Vice President or by the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of the Company, and delivered to the Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an employee of the party on behalf of whom the opinion is
being given, reasonably acceptable to the Purchaser.
Origination Date: The date on which a Mortgage Loan funded, which date shall not, in connection with a Refinanced Mortgage
Loan, be the date of the funding of the debt being refinanced, but rather the closing of the debt currently outstanding under the
terms of the Mortgage Loan Documents.
OTS: Office of Thrift Supervision, its successors and assigns.
Periodic Rate Cap: As to each adjustable rate Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate
on any Adjustment Date, as set forth in the related Mortgage Note and the related Mortgage Loan Schedule.
Permitted Investments: Any one or more of the following obligations or securities:
(i) direct obligations of, and obligations fully guaranteed by the United States of America or any agency or
instrumentality of the United States of America the obligations of which are backed by the full faith and credit of
the United States of America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institution or trust
company incorporated under the laws of the United States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating
and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such
investment or contractual commitment providing for such investment are rated in one of the two highest rating categories by each
Rating Agency and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;
(iii) repurchase obligations with a term not to exceed thirty (30) days and with respect to (a) any security
described in clause (i) above and entered into with a depository institution or trust company (acting as principal)
described in clause (ii)(a) above;
(iv) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the
United States of America or any state thereof that are rated in one of the two highest rating categories by each
Rating Agency at the time of such investment or contractual commitment providing for such investment; provided,
however, that securities issued by any particular corporation will not be Permitted Investments to the extent that
investments therein will cause the then outstanding principal amount of securities issued by such corporation and
held as Permitted Investments to exceed 10% of the aggregate outstanding principal balances of all of the Mortgage
Loans and Permitted Investments;
(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations
payable on demand or on a specified date not more than one year after the date of issuance thereof) which are rated
in one of the two highest rating categories by each Rating Agency at the time of such investment;
(vi) any other demand, money market or time deposit, obligation, security or investment as may be acceptable to
each Rating Agency as evidenced in writing by each Rating Agency; and
(vii) any money market funds the collateral of which consists of obligations fully guaranteed by the United States
of America or any agency or instrumentality of the United States of America the obligations of which are backed by
the full faith and credit of the United States of America (which may include repurchase obligations secured by
collateral described in clause (i)) and other securities and which money market funds are rated in one of the two
highest rating categories by each Rating Agency.
provided, however, that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to
receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of
both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par or if such investment or
security is purchased at a price greater than par.
Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability
company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Prepayment Interest Shortfall: With respect to any Remittance Date, for each Mortgage Loan that was the subject of a
Principal Prepayment during the related Prepayment Period, an amount equal to the excess of one month's interest at the applicable
Mortgage Loan Remittance Rate on the amount of such Principal Prepayment over the amount of interest (adjusted to the Mortgage Loan
Remittance Rate) actually paid by the related Mortgagor with respect to such Prepayment Period.
Prepayment Period: With respect to any Remittance Date, the calendar month preceding the month in which such
Remittance Date occurs.
Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance represented to be in effect pursuant to
Section 3.02(hh), or any replacement policy therefor obtained by the Company pursuant to Section 4.08.
Prime Rate: The prime rate announced to be in effect from time to time as published as the average rate in the Wall Street
Journal (Northeast Edition).
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial which is received in
advance of its scheduled Due Date, including any prepayment penalty or premium thereon and which is not accompanied by an amount of
interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
Purchase Price: As defined in Section 2.02.
Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.
Qualified Appraiser: An appraiser, duly appointed by the Company, who had no interest, direct or indirect in the Mortgaged
Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the
Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA and
the regulations promulgated thereunder and the requirements of Fannie Mae, all as in effect on the date the Mortgage Loan was
originated.
Qualified Insurer: An insurance company duly qualified as such under the laws of the states in which the Mortgaged
Properties are located, duly authorized and licensed in such states to transact the applicable insurance business and to write the
insurance provided, approved as an insurer by Fannie Mae or FHLMC.
Rating Agency: Standard & Poor's, Fitch, Inc. or, in the event that some or all of the ownership of the Mortgage Loans is
evidenced by mortgage-backed securities, the nationally recognized rating agencies issuing ratings with respect to such securities,
if any.
Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property prior to the
origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.
REMIC: A "real estate mortgage investment conduit," as such term is defined in Section 860D of the Code.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which appear at Sections 860A through
860G of the Code, and the related provisions and regulations promulgated thereunder, as the foregoing may be in effect from time to
time.
Remittance Date: The 18th day of any month, beginning with the First Remittance Date, or if such 18th day is not a Business
Day, the first Business Day immediately preceding such 18th day.
REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: Amounts received by the Company in connection with a related REO Disposition.
REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchaser as described in Section 4.13.
Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the product of the greater of 100% or the
percentage of par as stated in the Confirmation multiplied by the Stated Principal Balance of such Mortgage Loan on the repurchase
date, plus (ii) interest on such outstanding principal balance at the Mortgage Loan Remittance Rate from the last date through which
interest has been paid and distributed to the Purchaser to the end of the month of repurchase, plus, (iii) third party expenses
incurred in connection with the transfer of the Mortgage Loan being repurchased; less amounts received or advanced in respect of such
repurchased Mortgage Loan which are being held in the Custodial Account for distribution in the month of repurchase.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable
attorneys' fees and disbursements) incurred in the performance by the Company of its servicing obligations, including, but not
limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement,
administrative or judicial proceedings, or any legal work or advice specifically related to servicing the Mortgage Loans, including
but not limited to, foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures by subordinate or superior
lienholders, and other legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable
and that the Company specifies the Mortgage Loan(s) to which such expenses relate and, upon Purchaser's request, provides
documentation supporting such expense (which documentation would be acceptable to Fannie Mae), and provided further that any such
enforcement, administrative or judicial proceeding does not arise out of a breach of any representation, warranty or covenant of the
Company hereunder), (c) the management and liquidation of the Mortgaged Property if the Mortgaged Property is acquired in full or
partial satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer rates and other charges which are or may become a
lien upon the Mortgaged Property, and Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage, (e) any
expenses reasonably sustained by the Company with respect to the liquidation of the Mortgaged Property in accordance with the terms
of this Agreement and (f) compliance with the obligations under Section 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser shall pay to the Company,
which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the
outstanding principal balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same principal
amount and period respecting which any related interest payment on a Mortgage Loan is computed. The obligation of the Purchaser to
pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion of such Monthly Payment
collected by the Company, or as otherwise provided under Section 4.05 and in accordance with the Fannie Mae Guide(s).
Servicing Fee Rate: As set forth in the Term Sheet.
Servicing File: With respect to each Mortgage Loan, the file retained by the Company, which may be in electronic media so
long as original documents are not required for purposes of realization of Liquidation Proceeds, REO Disposition Proceeds,
Condemnation Proceeds or Insurance Proceeds, consisting of all documents in the Mortgage File which are not delivered to the
Purchaser and the Mortgage Loan Documents listed in Exhibit A, the originals of such Mortgage Loan Documents which are delivered to
the Purchaser or its designee pursuant to Section 2.04.
Servicing Officer: Any officer of the Company involved in, or responsible for, the administration and servicing of the
Mortgage Loans whose name appears on a list of servicing officers furnished by the Company to the Purchaser upon request, as such
list may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of such
Mortgage Loan at the Cut-off Date after giving effect to payments of principal due on or before such date, whether or not received,
minus (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan representing payments or recoveries
of principal or advances in lieu thereof.
Subservicer: Any subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing Agreement. Any
subservicer shall meet the qualifications set forth in Section 4.01.
Subservicing Agreement: An agreement between the Company and a Subservicer, if any, for the servicing of the Mortgage Loans.
Term Sheet: A supplemental agreement in the form attached hereto as Exhibit I which shall be executed and delivered by the
Company and the Purchaser to provide for the sale and servicing pursuant to the terms of this Agreement of the Mortgage Loans listed
on Schedule I attached thereto, which supplemental agreement shall contain certain specific information relating to such sale of such
Mortgage Loans and may contain additional covenants relating to such sale of such Mortgage Loans.
ARTICLE II
PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01 Agreement to Purchase.The Company agrees to sell and the Purchaser agrees to purchase the Mortgage Loans having an aggregate Stated Principal
Balance on the related Cut-off Date set forth in the related Term Sheet in an amount as set forth in the Confirmation, or in such
other amount as agreed by the Purchaser and the Company as evidenced by the actual aggregate Stated Principal Balance of the Mortgage
Loans accepted by the Purchaser on the related Closing Date, with servicing retained by the Company. The Company shall deliver the
related Mortgage Loan Schedule attached to the related Term Sheet for the Mortgage Loans to be purchased on the related Closing Date
to the Purchaser at least two (2) Business Days prior to the related Closing Date. The Mortgage Loans shall be sold pursuant to this
Agreement, and the related Term Sheet shall be executed and delivered on the related Closing Date.
Section 2.02 Purchase Price.
The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the Confirmation (subject to
adjustment as provided therein), multiplied by the Stated Principal Balance, as of the related Cut-off Date, of the Mortgage Loan
listed on the related Mortgage Loan Schedule attached to the related Term Sheet, after application of scheduled payments of principal
due on or before the related Cut-off Date whether or not collected.
In addition to the Purchase Price as described above, the Purchaser shall pay to the Company, at closing, accrued interest
on the Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at the Mortgage Loan Remittance Rate of each
Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive.
The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the related Closing Date
by wire transfer of immediately available funds.
Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of
principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or
before the related Cut-off Date and collected by the Company or any successor servicer after the related Cut-off Date shall belong to
the Company), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees (minus that portion of any such
payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan
as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date
whether or not collected, together with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided,
however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be
applied to the principal balance as of the related Cut-off Date. Such prepaid amounts shall be the property of the Purchaser. The
Company shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the
Purchaser for subsequent remittance by the Company to the Purchaser.
Section 2.03 Servicing of Mortgage Loans.
Simultaneously with the execution and delivery of each Term Sheet, the Company does hereby agree to directly service the
Mortgage Loans listed on the related Mortgage Loan Schedule attached to the related Term Sheet subject to the terms of this Agreement
and the related Term Sheet. The rights of the Purchaser to receive payments with respect to the related Mortgage Loans shall be as
set forth in this Agreement.
Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.
As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed to the Purchaser, without
recourse, and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this Agreement and the related Term
Sheet, all the right, title and interest of the Company in and to the Mortgage Loans. Company will deliver the Mortgage Files to the
Custodian designated by Purchaser, on or before the related Closing Date, at the expense of the Company. The Company shall maintain
a Servicing File, which shall contain all documents necessary to service the Mortgage Loans. The possession of each Servicing File
by the Company is at the will of the Purchaser, for the sole purpose of servicing the related Mortgage Loan, and such retention and
possession by the Company is in a custodial capacity only. From the related Closing Date, the ownership of each Mortgage Loan,
including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and all rights, benefits, proceeds and
obligations arising therefrom or in connection therewith, has been vested in the Purchaser. All rights arising out of the Mortgage
Loans including, but not limited to, all funds received on or in connection with the Mortgage Loans and all records or documents with
respect to the Mortgage Loans prepared by or which come into the possession of the Company shall be received and held by the Company
in trust for the benefit of the Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage Files retained by the
Company shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the Mortgage Loans by
the Purchaser. The Company shall release its custody of the contents of the Mortgage Files only in accordance with written
instructions of the Purchaser, except when such release is required as incidental to the Company's servicing of the Mortgage Loans or
is in connection with a repurchase of any Mortgage Loan or Loans with respect thereto pursuant to this Agreement and the related Term
Sheet, such written instructions shall not be required.
Section 2.05 Books and Records.
The sale of each Mortgage Loan has been reflected on the Company's balance sheet and other financial statements as a sale of
assets by the Company. The Company shall be responsible for maintaining, and shall maintain, a complete set of books and records for
the Mortgage Loans that shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the
Mortgage Loan by the Purchaser. In particular, the Company shall maintain in its possession, available for inspection by the
Purchaser, or its designee and shall deliver to the Purchaser upon demand, evidence of compliance with all federal, state and local
laws, rules and regulations, and requirements of Fannie Mae or FHLMC, as applicable, including but not limited to documentation as to
the method used in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the
Mortgaged Property, documentation evidencing insurance coverage of any condominium project as required by Fannie Mae or FHLMC, and
periodic inspection reports as required by Section 4.13. To the extent that original documents are not required for purposes of
realization of Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or
microfiche.
The Company shall maintain with respect to each Mortgage Loan and shall make available for inspection by any Purchaser or
its designee the related Servicing File during the time the Purchaser retains ownership of a Mortgage Loan and thereafter in
accordance with applicable laws and regulations.
In addition to the foregoing, Company shall provide to any supervisory agents or examiners that regulate Purchaser,
including but not limited to, the OTS, the FDIC and other similar entities, access, during normal business hours, upon reasonable
advance notice to Company and without charge to Company or such supervisory agents or examiners, to any documentation regarding the
Mortgage Loans that may be required by any applicable regulator.
Section 2.06. Transfer of Mortgage Loans.
The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may
prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in
compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any
person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered
to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the
Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans,
provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee
shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an
Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been
delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the
Company shall mark its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser
shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.
Section 2.07 Delivery of Mortgage Loan Documents.The Company shall deliver and release to the Purchaser or its designee the Mortgage Loan Documents in accordance
with the terms of this Agreement and the related Term Sheet. The documents enumerated as items (1), (2), (3), (4), (5), (6), (7),
(8), (9) and (16) in Exhibit A hereto shall be delivered by the Company to the Purchaser or its designee no later than three (3)
Business Days prior to the related Closing Date pursuant to a bailee letter agreement. All other documents in Exhibit A hereto,
together with all other documents executed in connection with the Mortgage Loan that Company may have in its possession, shall be
retained by the Company in trust for the Purchaser. If the Company cannot deliver the original recorded Mortgage Loan Documents or
the original policy of title insurance, including riders and endorsements thereto, on the related Closing Date, the Company shall,
promptly upon receipt thereof and in any case not later than one hundred twenty (120) days from the related Closing Date, deliver
such original documents, including original recorded documents, to the Purchaser or its designee (unless the Company is delayed in
making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office). If
delivery is not completed within one hundred twenty (120) days solely due to delays in making such delivery by reason of the fact
that such documents shall not have been returned by the appropriate recording office, Company shall deliver such document to
Purchaser, or its designee, within such time period as specified in a Company's Officer's Certificate. In the event that documents
have not been received by the date specified in the Company's Officer's Certificate, a subsequent Company's Officer's Certificate
shall be delivered by such date specified in the prior Company's Officer's Certificate, stating a revised date for receipt of
documentation. The procedure shall be repeated until the documents have been received and delivered. If delivery is not completed
within one hundred eighty (180) days solely due to delays in making such delivery by reason of the fact that such documents shall not
have been returned by the appropriate recording office, the Company shall continue to use its best efforts to effect delivery as soon
as possible thereafter, provided that if such documents are not delivered by the 270th day from the date of the related Closing Date,
the Company shall repurchase the related Mortgage Loans at the Repurchase Price in accordance with Section 3.03 hereof.
For each Mortgage Loan that is not a MERS Mortgage Loan, the Company shall pay all initial recording fees, if any, for the
assignments of mortgage and any other fees in connection with the transfer of all original documents to the Purchaser or its
designee. Company shall prepare, in recordable form, all assignments of mortgage necessary to assign the Mortgage Loans to
Purchaser, or its designee. Company shall be responsible for recording the assignments of mortgage.
In addition, in connection with the assignment of any MERS Mortgage Loan, the Company agrees that it will cause, at its own
expense, the MERS® System to indicate that such Mortgage Loans have been assigned by the Company to the Purchaser in accordance with
this Agreement by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in
such computer files the information required by the MERS® System to identify the Purchaser of such Mortgage Loans. The Company
further agrees that it will not alter the information referenced in this paragraph with respect to any Mortgage Loan during the term
of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.
Company shall provide an original or duplicate original of the title insurance policy to Purchaser or its designee no later
than ninety (90) days of the receipt of the recorded documents from the applicable recording office.
Any review by the Purchaser, or its designee, of the Mortgage Files shall in no way alter or reduce the Company's
obligations hereunder.
If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the Purchaser shall, or shall cause
its designee to, give written specification of such defect to the Company which may be given in the exception report or the
certification delivered pursuant to this Section 2.07, or otherwise in writing and the Company shall cure or repurchase such Mortgage
Loan in accordance with Section 3.03.
The Company shall forward to the Purchaser, or its designee, original documents evidencing an assumption, modification,
consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one week of their
execution; provided, however, that the Company shall provide the Purchaser, or its designee, with a certified true copy of any such
document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for
recordation or a copy of such document certified to be a true and complete copy of the original within sixty (60) days of its
submission for recordation.
From time to time the Company may have a need for Mortgage Loan Documents to be released from Purchaser, or its designee.
Purchaser shall, or shall cause its designee, upon the written request of the Company, within ten (10) Business Days, deliver to the
Company, any requested documentation previously delivered to Purchaser as part of the Mortgage File, provided that such documentation
is promptly returned to Purchaser, or its designee, when the Company no longer requires possession of the document, and provided that
during the time that any such documentation is held by the Company, such possession is in trust for the benefit of Purchaser.
Company shall indemnify Purchaser, and its designee, from and against any and all losses, claims, damages, penalties, fines,
forfeitures, costs and expenses (including court costs and reasonable attorney's fees) resulting from or related to the loss, damage,
or misplacement of any documentation delivered to Company pursuant to this paragraph.
Section 2.08 Quality Control Procedures.The Company must have an internal quality control program that verifies, on a regular basis, the existence and accuracy of
the legal documents, credit documents, property appraisals, and underwriting decisions. The program must be capable of evaluating
and monitoring the overall quality of its loan production and servicing activities. The program is to ensure that the Mortgage Loans
are originated and serviced in accordance with prudent mortgage banking practices and accounting principles; guard against dishonest,
fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.
Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults
In the event any Principal Prepayment in full is made by a Mortgagor on or prior to three months after the related Closing
Date, the Company shall remit to the Purchaser an amount equal to the excess, if any, of the Purchase Price Percentage over par
multiplied by the amount of such Principal Prepayment. Such remittance shall be made by the Company to Purchaser no later than the
third Business Day following receipt of such Principal Prepayment by the Company.
In the event either of the first three (3) scheduled Monthly Payments which are due under any Mortgage Loan after the
related Cut-off Date are not made during the month in which such Monthly Payments are due, then not later than five (5) Business Days
after notice to the Company by Purchaser (and at Purchaser's sole option), the Company, shall repurchase such Mortgage Loan from the
Purchaser pursuant to the repurchase provisions contained in this Subsection 3.03.
Section 2.10 Modification of Obligations. Purchaser may, without any notice to Company, extend, compromise, renew,
release, change, modify, adjust or alter, by operation of law or otherwise, any of the obligations of the Mortgagors or other persons
obligated under a Mortgage Loan without releasing or otherwise affecting the obligations of Company under this Agreement, or with
respect to such Mortgage Loan, except to the extent Purchaser's extension, compromise, release, change, modification, adjustment, or
alteration affects Company's ability to collect the Mortgage Loan or realize on the security of the Mortgage, but then only to the
extent such action has such effect or reduces the Servicing Fee.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS
Section 3.01 Representations and Warranties of the Company.The Company represents, warrants and covenants to the Purchaser that, as of the related Closing Date or as of such date
specifically provided herein:
(a) The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of
Delaware and has all licenses necessary to carry out its business as now being conducted, and is licensed and qualified to transact
business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise exempt
under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing
or qualification and no demand for such licensing or qualification has been made upon such Company by any such state, and in any
event such Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each
Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement;
(b) The Company has the full power and authority and legal right to hold, transfer and convey each Mortgage Loan, to sell
each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this
Agreement and the related Term Sheet and to conduct its business as presently conducted, has duly authorized the execution, delivery
and performance of this Agreement and the related Term Sheet and any agreements contemplated hereby, has duly executed and delivered
this Agreement and the related Term Sheet, and any agreements contemplated hereby, and this Agreement and the related Term Sheet and
each Assignment to the Purchaser and any agreements contemplated hereby, constitutes a legal, valid and binding obligation of the
Company, enforceable against it in accordance with its terms, and all requisite corporate action has been taken by the Company to
make this Agreement and the related Term Sheet and all agreements contemplated hereby valid and binding upon the Company in
accordance with their terms;
(c) Neither the execution and delivery of this Agreement and the related Term Sheet, nor the origination or purchase of the
Mortgage Loans by the Company, the sale of the Mortgage Loans to the Purchaser, the consummation of the transactions contemplated
hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement and the related Term Sheet will conflict
with any of the terms, conditions or provisions of the Company's charter or by-laws or materially conflict with or result in a
material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the
Company is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or
result in the material violation of any law, rule, regulation, order, judgment or decree to which the Company or its properties are
subject, or impair the ability of the Purchaser to realize on the Mortgage Loans.
(d) There is no litigation, suit, proceeding or investigation pending or, to the best of Company's knowledge, threatened,
or any order or decree outstanding, with respect to the Company which, either in any one instance or in the aggregate, is reasonably
likely to have a material adverse effect on the sale of the Mortgage Loans, the execution, delivery, performance or enforceability of
this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial condition
of the Company.
(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Company of or compliance by the Company with this Agreement or the related Term Sheet, or the sale of
the Mortgage Loans and delivery of the Mortgage Files to the Purchaser or the consummation of the transactions contemplated by this
Agreement or the related Term Sheet, except for consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement or the related Term Sheet is in the ordinary course
of business of the Company and Company, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the
Company pursuant to this Agreement or the related Term Sheet are not subject to bulk transfer or any similar statutory provisions in
effect in any applicable jurisdiction;
(g) The origination and servicing practices used by the Company and any prior originator or servicer with respect to each
Mortgage Note and Mortgage have been legal and in accordance with applicable laws and regulations and the Mortgage Loan Documents,
and in all material respects proper and prudent in the mortgage origination and servicing business. Each Mortgage Loan has been
serviced in all material respects with Accepted Servicing Practices. With respect to escrow deposits and payments that the Company,
on behalf of an investor, is entitled to collect, all such payments are in the possession of, or under the control of, the Company,
and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made.
All escrow payments have been collected in full compliance with state and federal law and the provisions of the related Mortgage Note
and Mortgage. As to any Mortgage Loan that is the subject of an escrow, escrow of funds is not prohibited by applicable law and has
been established in an amount sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due
and payable. No escrow deposits or other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or
the related Mortgage Note;
(h) The Company has no knowledge of any circumstances or condition with respect to the Mortgage, the Mortgaged Property,
the Mortgagor or the Mortgagor's credit standing that could reasonably be expected to cause investors to regard the Mortgage Loan as
an unacceptable investment, cause such Mortgage Loan to become delinquent or adversely affect the value or the marketability of the
Mortgage Loan. The Company did not select the Mortgage Loans sold to Purchaser based on any adverse selection of mortgage loans in
its portfolio that met Purchaser's purchase parameters for this transaction (as such parameters are set forth in the Confirmation),
including without limitation, the location or condition of the Mortgaged Property, payment pattern of the borrower or any other
factor that may adversely affect the expected cost of foreclosing, owning or holding the Mortgage Loans or related Mortgaged Property
or collecting the insurance or guarantee proceeds related thereto;
(i) The Company will treat the sale of the Mortgage Loans to the Purchaser as a sale for reporting and accounting
purposes and, to the extent appropriate, for federal income tax purposes;
(j) Company is an approved seller/servicer of residential mortgage loans for Fannie Mae, FHLMC and HUD, with such
facilities, procedures and personnel necessary for the sound servicing of such mortgage loans. The Company is duly qualified,
licensed, registered and otherwise authorized under all applicable federal, state and local laws, and regulations, if applicable, and
is in good standing to sell mortgage loans to and service mortgage loans for Fannie Mae and FHLMC and no event has occurred which
would make Company unable to comply with eligibility requirements or which would require notification to either Fannie Mae or FHLMC;
(k) The Company does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every
covenant contained in this Agreement or the related Term Sheet. The Company is solvent and the sale of the Mortgage Loans will not
cause the Company to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud
any of the Company's creditors;
(l) No statement, tape, diskette, form, report or other document prepared by, or on behalf of, Company pursuant to this
Agreement or the related Term Sheet or in connection with the transactions contemplated hereby, contains or will, as of the date such
documentation is delivered by the Company, contain any statement that is or will be inaccurate or misleading in any material respect;
(m) The Company acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such
services and that the entire Servicing Fee shall be treated by the Company, for accounting and tax purposes, as compensation for the
servicing and administration of the Mortgage Loans pursuant to this Agreement. In the opinion of Company, the consideration received
by Company upon the sale of the Mortgage Loans to Purchaser under this Agreement and the related Term Sheet constitutes fair
consideration for the Mortgage Loans under current market conditions.
(n) Company has delivered to the Purchaser financial statements of its parent, for its last two complete fiscal years.
All such financial information fairly presents the pertinent results of operations and financial position for the period identified
and has been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes
thereto. There has been no change in the business, operations, financial condition, properties or assets of the Company since the
date of the Company's financial information that would have a material adverse effect on its ability to perform its obligations under
this Agreement;
(o) The Company has not dealt with any broker, investment banker, agent or other person that may be entitled to any
commission or compensation in connection with the sale of the Mortgage Loans;
Section 3.02 Representations and Warranties as to Individual Mortgage Loans.
References in this Section to percentages of Mortgage Loans refer in each case to the percentage of the aggregate Stated
Principal Balance of the Mortgage Loans as of the related Cut-off Date, based on the outstanding Stated Principal Balances of the
Mortgage Loans as of the related Cut-off Date, and giving effect to scheduled Monthly Payments due on or prior to the related Cut-off
Date, whether or not received. References to percentages of Mortgaged Properties refer, in each case, to the percentages of expected
aggregate Stated Principal Balances of the related Mortgage Loans (determined as described in the preceding sentence). The Company
hereby represents and warrants to the Purchaser, as to each Mortgage Loan, as of the related Closing Date as follows:
(a) The information set forth in the Mortgage Loan Schedule attached to the related Term Sheet is true, complete and
correct in all material respects as of the related Cut-Off Date;
(b) The Mortgage creates a valid, subsisting and enforceable first lien or a first priority ownership interest in an
estate in fee simple in real property securing the related Mortgage Note subject to principles of equity, bankruptcy, insolvency and
other laws of general application affecting the rights of creditors;
(c) All payments due prior to the related Cut-off Date for such Mortgage Loan have been made as of the related Closing
Date; the Mortgage Loan has not been dishonored; there are no material defaults under the terms of the Mortgage Loan; the Company has
not advanced its own funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the
Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan. As
of the related Closing Date, all of the Mortgage Loans will have an actual Interest Paid to Date of their related Cut-off Date(or
later) and will be due for the scheduled monthly payment next succeeding the Cut-off Date (or later), as evidenced by a posting to
Company's servicing collection system. No payment under any Mortgage Loan is delinquent as of the related Closing Date nor has any
scheduled payment been delinquent at any time during the twelve (12) months prior to the month of the related Closing Date. For
purposes of this paragraph, a Mortgage Loan will be deemed delinquent if any payment due thereunder was not paid by the Mortgagor in
the month such payment was due;
(d) The origination and collection practices used by the Company with respect to each Mortgage Note and Mortgage have
been in all respects legal, proper, prudent and customary in the mortgage origination and servicing industry. The Mortgage Loan has
been serviced by the Company and any predecessor servicer in accordance with the terms of the Mortgage Note. With respect to escrow
deposits and Escrow Payments, if any, all such payments are in the possession of, or under the control of, the Company and there
exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. No escrow
deposits or Escrow Payments or other charges or payments due the Company have been capitalized under any Mortgage or the related
Mortgage Note and no such escrow deposits or Escrow Payments are being held by the Company for any work on a Mortgaged Property which
has not been completed;
(e) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect,
except by written instruments which have been recorded to the extent any such recordation is required by law, or, necessary to
protect the interest of the Purchaser. No instrument of waiver, alteration or modification has been executed except in connection
with a modification agreement and which modification agreement is part of the Mortgage File and the terms of which are reflected in
the related Mortgage Loan Schedule, and no Mortgagor has been released, in whole or in part, from the terms thereof except in
connection with an assumption agreement and which assumption agreement is part of the Mortgage File and the terms of which are
reflected in the related Mortgage Loan Schedule; the substance of any such waiver, alteration or modification has been approved by
the issuer of any related Primary Mortgage Insurance Policy, Lender Primary Mortgage Insurance Policy and title insurance policy, to
the extent required by the related policies;
(f) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense,
including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage,
or the exercise of any right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any
right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto; and as of the related Closing Date the Mortgagor was not a debtor in
any state or federal bankruptcy or insolvency proceeding;
(g) All buildings or other customarily insured improvements upon the Mortgaged Property are insured by an insurer
acceptable under the Fannie Mae or FHLMC Guides, against loss by fire, hazards of extended coverage and such other hazards as are
provided for in the Fannie Mae or FHLMC Guide, as well as all additional requirements set forth in Section 4.10 of this Agreement.
All such standard hazard policies are in full force and effect and contain a standard mortgagee clause naming the Company and its
successors in interest and assigns as loss payee and such clause is still in effect and all premiums due thereon have been paid. If
required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance Administration which policy conforms to Fannie Mae or FHLMC
requirements and was issued by an insurer acceptable to Fannie Mae or FHLMC, as well as all additional requirements set forth in
Section 4.10 of this Agreement. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor's
cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain such insurance at the
Mortgagor's cost and expense and to seek reimbursement therefor from the Mortgagor. Neither the Company (nor any prior originator or
servicer of any of the Mortgage Loans) nor any Mortgagor has engaged in any act or omission which has impaired or would impair the
coverage of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of either;
(h) Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending,
real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Mortgage
Loan have been complied with in all material respects; none of the Mortgage Loans are classified as a (a) a "high cost" loan under
the Home Ownership and Equity Protection Act of 1994 or (b) a "high cost", "threshold", or "predatory" loan under any other
applicable state, federal or local law; the Company maintains, and shall maintain, evidence of such compliance as required by
applicable law or regulation and shall make such evidence available for inspection at the Company's office during normal business
hours upon reasonable advance notice;
(i) The Mortgage has not been satisfied, canceled or subordinated, in whole or in part, or rescinded, and the Mortgaged
Property has not been released from the lien of the Mortgage, in whole or in part nor has any instrument been executed that would
effect any such release, cancellation, subordination or rescission. The Company has not waived the performance by the Mortgagor of
any action, if the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor has the Company
waived any default resulting from any action or inaction by the Mortgagor;
(j) The Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged Property, including all
buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems
affixed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing securing
the Mortgage Note's original principal balance subject to principles of equity, bankruptcy, insolvency and other laws of general
application affecting the rights of creditors. The Mortgage and the Mortgage Note do not contain any evidence of any security
interest or other interest or right thereto. Such lien is free and clear of all adverse claims, liens and encumbrances having
priority over the first lien of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and
assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the
public record as of the date of recording which are acceptable to mortgage lending institutions generally and either (A) which are
referred to in the lender's title insurance policy delivered to the originator or otherwise considered in the appraisal made for the
originator of the Mortgage Loan, or (B) which do not adversely affect the residential use or Appraised Value of the Mortgaged
Property as set forth in such appraisal, and (3) other matters to which like properties are commonly subject which do not
individually or in the aggregate materially interfere with the benefits of the security intended to be provided by the Mortgage or
the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting, enforceable and
perfected first lien and first priority security interest on the property described therein, and the Company has the full right to
sell and assign the same to the Purchaser;
(k) The Mortgage Note and the related Mortgage are original and genuine and each is the legal, valid and binding obligation
of the maker thereof, enforceable in all respects in accordance with its terms subject to principles of equity, bankruptcy,
insolvency and other laws of general application affecting the rights of creditors, and the Company has taken all action necessary to
transfer such rights of enforceability to the Purchaser. All parties to the Mortgage Note and the Mortgage had the legal capacity to
enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The Mortgage Loan Documents are on forms
acceptable to Fannie Mae and FHLMC. The Mortgage Note and the Mortgage have been duly and properly executed by such parties. No
fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the
part of Company or the Mortgagor, or, to the best of Company's knowledge, information and belief, and after due inquiry, on the part
of any other party involved in the origination or servicing of the Mortgage Loan. The proceeds of the Mortgage Loan have been fully
disbursed and there is no requirement for future advances thereunder, and any and all requirements as to completion of any on-site or
off-site improvements and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses
incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor is not entitled to any
refund of any amounts paid or due under the Mortgage Note or Mortgage;
(l) The Company is the sole owner and holder of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note. Upon
the sale of the Mortgage Loan to the Purchaser, the Company will retain the Mortgage File or any part thereof with respect thereto
not delivered to the Purchaser or the Purchaser's designee in trust only for the purpose of servicing and supervising the servicing
of the Mortgage Loan. Immediately prior to the transfer and assignment to the Purchaser, the Mortgage Loan, including the Mortgage
Note and the Mortgage, were not subject to an assignment, sale or pledge to any person other than Purchaser, and the Company had good
and marketable title to and was the sole owner thereof and had full right to transfer and sell the Mortgage Loan to the Purchaser
free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest and has the full right and authority
subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan pursuant to this
Agreement and following the sale of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of any encumbrance,
equity, participation interest, lien, pledge, charge, claim or security interest. The Company intends to relinquish all rights to
possess, control and monitor the Mortgage Loan, except for the purposes of servicing the Mortgage Loan as set forth in this
Agreement. After the related Closing Date, the Company will not have any right to modify or alter the terms of the sale of the
Mortgage Loan and the Company will not have any obligation or right to repurchase the Mortgage Loan or substitute another Mortgage
Loan, except as provided in this Agreement, or as otherwise agreed to by the Company and the Purchaser;
(m) Each Mortgage Loan is covered by an ALTA lender's title insurance policy or other generally acceptable form of policy
or insurance acceptable to Fannie Mae or FHLMC (including adjustable rate endorsements), issued by a title insurer acceptable to
Fannie Mae or FHLMC and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to
the exceptions contained in (j)(1), (2) and (3) above) the Company, its successors and assigns, as to the first priority lien of the
Mortgage in the original principal amount of the Mortgage Loan and against any loss by reason of the invalidity or unenforceability
of the lien resulting from the provisions of the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly
Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the
required mortgage title insurance. The Company, its successors and assigns, is the sole insured of such lender's title insurance
policy, such title insurance policy has been duly and validly endorsed to the Purchaser or the assignment to the Purchaser of the
Company's interest therein does not require the consent of or notification to the insurer and such lender's title insurance policy is
in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this
Agreement. No claims have been made under such lender's title insurance policy, and no prior holder or servicer of the related
Mortgage, including the Company, nor any Mortgagor, has done, by act or omission, anything which would impair the coverage of such
lender's title insurance policy;
(n) There is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage
Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, and to the knowledge
of the Company, would constitute a default, breach, violation or event permitting acceleration; and neither the Company, nor any
prior mortgagee has waived any default, breach, violation or event permitting acceleration;
(o) There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights are
outstanding that under law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to
or equal to the lien of the related Mortgage;
(p) All improvements subject to the Mortgage which were considered in determining the Appraised Value of the Mortgaged
Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property (and wholly within the project
with respect to a condominium unit) and no improvements on adjoining properties encroach upon the Mortgaged Property except those
which are insured against by the title insurance policy referred to in clause (m) above and all improvements on the property comply
with all applicable zoning and subdivision laws and ordinances;
(q) Each Mortgage Loan was originated by or for the Company pursuant to, and conforms with, the Company's underwriting
guidelines attached as Exhibit H hereto. The Mortgage Loan bears interest at an adjustable rate (if applicable) as set forth in the
related Mortgage Loan Schedule, and Monthly Payments under the Mortgage Note are due and payable on the first day of each month. The
Mortgage contains the usual and enforceable provisions of the Company at the time of origination for the acceleration of the payment
of the unpaid principal amount of the Mortgage Loan if the related Mortgaged Property is sold without the prior consent of the
mortgagee thereunder;
(r) The Mortgaged Property is not subject to any material damage. At origination of the Mortgage Loan there was not, since
origination of the Mortgage Loan there has not been, and there currently is no proceeding pending for the total or partial
condemnation of the Mortgaged Property. The Company has not received notification that any such proceedings are scheduled to
commence at a future date;
(s) The related Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby,
including, (1) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (2) otherwise by judicial
foreclosure. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the
Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;
(t) If the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified if required under applicable law
to act as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses, except as
may be required by local law, are or will become payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee's sale or attempted sale after default by the Mortgagor;
(u) The Mortgage File contains an appraisal, if required, of the related Mortgaged Property signed prior to the final
approval of the mortgage loan application by a Qualified Appraiser, approved by the Company, who had no interest, direct or indirect,
in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or
disapproval of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Fannie Mae or FHLMC and Title XI
of the Federal Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in
effect on the date the Mortgage Loan was originated. The appraisal is in a form acceptable to Fannie Mae or FHLMC;
(v) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such interest, were) (A) in compliance with any and all applicable licensing
requirements of the laws of the state wherein the Mortgaged Property is located, and (B) (1) organized under the laws of such state,
or (2) qualified to do business in such state, or (3) federal savings and loan associations or national banks or a Federal Home Loan
Bank or savings bank having principal offices in such state, or (4) not doing business in such state;
(w) The related Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding
Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to above and such collateral
does not serve as security for any other obligation;
(x) The Mortgagor has received and has executed, where applicable, all disclosure materials required by applicable law with
respect to the making of such mortgage loans;
(y) The Mortgage Loan does not contain balloon or "graduated payment" features; No Mortgage Loan is subject to a buydown
agreement or contains any buydown provision;
(z) The Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and the Company has no knowledge of any
circumstances or conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing
that could reasonably be expected to cause investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage
Loan to become delinquent, or materially adversely affect the value or marketability of the Mortgage Loan;
(aa) Each Mortgage Loan bears interest based upon a thirty (30) day month and a three hundred and sixty (360) day year. The
Mortgage Loans have an original term to maturity of not more than thirty (30) years, with interest payable in arrears on the first
day of each month. As to each adjustable rate Mortgage Loan, on each applicable Adjustment Date, the Mortgage Interest Rate will be
adjusted to equal the sum of the Index, plus the applicable Margin; provided, that the Mortgage Interest Rate, on each applicable
Adjustment Date, will not increase by more than the Initial Rate Cap or Periodic Rate Cap, as applicable. Over the term of each
adjustable rate Mortgage Loan, the Mortgage Interest Rate will not exceed such Mortgage Loan's Lifetime Rate Cap. Each Mortgage Note
requires a monthly payment which is sufficient, during the period prior to the first adjustment to the Mortgage Interest Rate, to
fully amortize the outstanding principal balance as of the first day of such period over the then remaining term of such Mortgage
Note and to pay interest at the related Mortgage Interest Rate; provided however, with respect to any Interest Only Mortgage Loans,
the Mortgage Note allows a Monthly Payment of interest only during the first 10 years from origination, and after the first 10 years
from origination, the Mortgage Note requires a Monthly Payment of principal and interest, sufficient to fully amortize the
outstanding principal balance over the then remaining term of such Mortgage Loan.. As to each Mortgage Loan, if the related Mortgage
Interest Rate changes on an adjustment date, the then outstanding principal balance will be reamortized over the remaining life of
such Mortgage Loan. No Mortgage Loan contains terms or provisions which would result in negative amortization. None of the Mortgage
Loans contain a conversion feature which would cause the Mortgage Loan interest rate to convert to a fixed interest rate. None of
the Mortgage Loans are considered agricultural loans;
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(hh) In the event the Mortgage Loan had an LTV at origination greater than 80.00%, the excess of the principal balance of
the Mortgage Loan over 75.0% of the Appraised Value of the Mortgaged Property with respect to a Refinanced Mortgage Loan, or the
lesser of the Appraised Value or the purchase price of the Mortgaged Property with respect to a purchase money Mortgage Loan was
insured as to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. No Mortgage Loan has an LTV over
95%. All provisions of such Primary Mortgage Insurance Policy have been and are being complied with, such policy is in full force
and effect, and all premiums due thereunder have been paid. No Mortgage Loan requires payment of such premiums, in whole or in part,
by the Purchaser. No action, inaction, or event has occurred and no state of facts known to the Company exists that has, or will
result in the exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance Policy
obligates the Mortgagor thereunder to maintain the Primary Mortgage Insurance Policy, subject to state and federal law, and to pay
all premiums and charges in connection therewith. No action has been taken or failed to be taken, on or prior to the Closing Date
which has resulted or will result in an exclusion from, denial of, or defense to coverage under any Primary Mortgage Insurance Policy
(including, without limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely
payment of the full amount of the loss otherwise due thereunder to the insured) whether arising out of actions, representations,
errors, omissions, negligence, or fraud of the Company or the Mortgagor, or for any other reason under such coverage. The mortgage
interest rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of any such insurance premium. Any
Mortgage Loan subject to a Lender Primary Mortgage Insurance Policy obligates the Company to maintain the Lender Primary Insurance
Policy and to pay all premiums and charges in connection therewith;
(ii) The Assignment is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located;
(jj) Unless otherwise indicated on the Mortgage Loan Schedule, none of the Mortgage Loans are secured by an interest in a
leasehold estate. The Mortgaged Property is located in the state identified in the related Mortgage Loan Schedule and consists of a
single parcel of real property or contiguous parcels bearing one legal description and tax assessment number with a detached single
family residence erected thereon, or a townhouse, or a two-to-four family dwelling, or an individual condominium unit in a
condominium project, or an individual unit in a planned unit development or a de minimis planned unit development, provided, however,
that no residence or dwelling is a single parcel of real property with a manufactured home not affixed to a permanent foundation, or
a mobile home. Any condominium unit or planned unit development conforms with the Company's underwriting guidelines. As of the date
of origination, no portion of any Mortgaged Property is used for commercial purposes, and since the Origination Date to the best of
the Company's knowledge, no portion of any Mortgaged Property has been, or currently is, used for commercial purposes;
(kk) Monthly Payments on the Mortgage Loan commenced no more than sixty (60) days after the funds were disbursed in
connection with the Mortgage Loan. The Mortgage Note is payable on the first day of each month in monthly installments of principal,
if applicable, and interest, which installments are subject to change due to the adjustments to the Mortgage Interest Rate on each
Adjustment Date, with interest calculated and payable in arrears;
(ll) As of the Closing Date of the Mortgage Loan, the Mortgage Property was lawfully occupied under applicable law, and
all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged
Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire
underwriting certificates, have been made or obtained from the appropriate authorities;
(mm) There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any
environmental law, rule or regulation is an issue; there is no violation of any environmental law, rule or regulation with respect to
the Mortgaged Property; and the Company has not received any notice of any environmental hazard on the Mortgaged Property and nothing
further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to
use and enjoyment of said property;
(nn) The Mortgagor has not notified the Company, and the Company has no knowledge of any relief requested or allowed to
the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;
(oo) No Mortgage Loan is a construction or rehabilitation Mortgage Loan or was made to facilitate the trade-in or
exchange of a Mortgaged Property;
(pp) The Mortgagor for each Mortgage Loan is a natural person or an Illinois land trust or an inter vivos revocable trust
acceptable to Fannie Mae and/or Freddie Mac;
(qq) None of the Mortgage Loans are Co-op Loans;
(rr) With respect to each Mortgage Loan that has a prepayment penalty feature, each such prepayment penalty is
enforceable and will be enforced by the Company and each prepayment penalty is permitted pursuant to federal, state and local law. No
Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was originated.
Except as otherwise set forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a prepayment penalty,
such prepayment penalty is at least equal to the lesser of (A) the maximum amount permitted under applicable law and (B) six months
interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal balance of such
Mortgage Loan;
(ss) With respect to each Mortgage Loan either (i) the fair market value of the Mortgaged Property securing such Mortgage
Loan was at least equal to 80 percent of the original principal balance of such Mortgage Loan at the time such Mortgage Loan was
originated or (ii) (a) the Mortgage Loan is only secured by the Mortgage Property and (b) substantially all of the proceeds of such
Mortgage Loan were used to acquire or to improve or protect the Mortgage Property. For the purposes of the preceding sentence, if the
Mortgage Loan has been significantly modified other than as a result of a default or a reasonable foreseeable default, the modified
Mortgage Loan will be viewed as having been originated on the date of the modification;
(tt) The Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to
sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union,
insurance company or similar institution which is supervised and examined by a federal or state authority;
(uu) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged Properties are timeshares;
(vv) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments and adjustments of the
outstanding principal balance are enforceable, all such adjustments have been properly made, including the mailing of required
notices, and such adjustments do not and will not affect the priority of the Mortgage lien. With respect to each Mortgage Loan
which has passed its initial Adjustment Date, Company has performed an audit of the Mortgage Loan to determine whether all
interest rate adjustments have been made in accordance with the terms of the Mortgage Note and Mortgage; and
(ww) Each Mortgage Note, each Mortgage, each Assignment and any other documents required pursuant to this Agreement to be
delivered to the Purchaser or its designee, or its assignee for each Mortgage Loan, have been, on or before the related Closing Date,
delivered to the Purchaser or its designee, or its assignee.
Section 3.03 Repurchase; Substitution.
It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive the
sale of the Mortgage Loans and delivery of the Mortgage Loan Documents to the Purchaser, or its designee, and shall inure to the
benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the
examination, or lack of examination, of any Mortgage File. Upon discovery by either the Company or the Purchaser of a breach of any
of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the
interest of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. The
Company shall have a period of sixty (60) days from the earlier of its discovery or its receipt of notice of any such breach within
which to correct or cure such breach. The Company hereby covenants and agrees that if any such breach is not corrected or cured
within such sixty day period, the Company shall, at the Purchaser's option and not later than ninety (90) days of its discovery or
its receipt of notice of such breach, repurchase such Mortgage Loan at the Repurchase Price or, with the Purchaser's prior consent
and at Purchaser's sole option, substitute a Mortgage Loan as provided below. In the event that any such breach shall involve any
representation or warranty set forth in Section 3.01, and such breach is not cured within sixty (60) days of the earlier of either
discovery by or notice to the Company of such breach, all Mortgage Loans shall, at the option of the Purchaser, be repurchased by the
Company at the Repurchase Price. Any such repurchase shall be accomplished by wire transfer of immediately available funds to
Purchaser in the amount of the Repurchase Price.
If the Company is required to repurchase any Mortgage Loan pursuant to this Section 3.03, the Company may, with the
Purchaser's prior consent and at Purchaser's sole option, within ninety (90) days from the related Closing Date, remove such
defective Mortgage Loan from the terms of this Agreement and substitute another mortgage loan for such defective Mortgage Loan, in
lieu of repurchasing such defective Mortgage Loan. Any substitute Mortgage Loan is subject to Purchaser acceptability. Any
substituted Loans will comply with the representations and warranties set forth in this Agreement as of the substitution date
The Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the removed Mortgage Loan from this
Agreement and the substitution of such substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall review the
Mortgage File delivered to it relating to the substitute Mortgage Loan. In the event of such a substitution, accrued interest on the
substitute Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon during such month
shall be the property of the Purchaser and accrued interest for such month on the Mortgage Loan for which the substitution is made
and any Principal Prepayments made thereon during such month shall be the property of the Company. The principal payment on a
substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of the Company and the principal
payment on the Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.
It is understood and agreed that the obligation of the Company set forth in this Section 3.03 to cure, repurchase or
substitute for a defective Mortgage Loan, and to indemnify Purchaser pursuant to Section 8.01, constitute the sole remedies of the
Purchaser respecting a breach of the foregoing representations and warranties. If the Company fails to repurchase or substitute for
a defective Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective Mortgage Loan to Purchaser's reasonable
satisfaction in accordance with this Section 3.03, or to indemnify Purchaser pursuant to Section 8.01, that failure shall be an Event
of Default and the Purchaser shall be entitled to pursue all remedies available in this Agreement as a result thereof. No provision
of this paragraph shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Sections 10.01 and
11.01.
Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made
in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) the earlier of discovery of such breach by the Company or
notice thereof by the Purchaser to the Company, (ii) failure by the Company to cure such breach or repurchase such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.
In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision of this Agreement, with
respect to any Mortgage Loan that is not in default or as to which no default is imminent, no substitution pursuant to Subsection
3.03 shall be made after the applicable REMIC's "start up day" (as defined in Section 860G(a) (9) of the Code), unless the Company
has obtained an Opinion of Counsel to the effect that such substitution will not (i) result in the imposition of taxes on "prohibited
transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii) cause the REMIC
to fail to qualify as a REMIC at any time.
Section 3.04 Representations and Warranties of the Purchaser.
The Purchaser represents, warrants and convenants to the Company that, as of the related Closing Date or as of such date
specifically provided herein:
(c) The Purchaser is a corporation, dully organized validly existing and in good standing under the laws of the State of
Delaware and is qualified to transact business in, is in good standing under the laws of, and possesses all licenses necessary for
the conduct of its business in, each state in which any Mortgaged Property is located or is otherwise except or not required under
applicable law to effect such qualification or license;
(d) The Purchaser has full power and authority to hold each Mortgage Loan, to purchase each Mortgage Loan pursuant to this
Agreement and the related Term Sheet and to execute, deliver and perform, and to enter into and consummate all transactions
contemplated by this Agreement and the related Term Sheet and to conduct its business as presently conducted, has duly authorized the
execution, delivery and performance of this Agreement and the related Term Sheet, has duly executed and delivered this Agreement and
the related Term Sheet;
(c) None of the execution and delivery of this Agreement and the related Term Sheet, the purchase of the Mortgage Loans,
the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this
Agreement and the related Term Sheet will conflict with any of the terms, conditions or provisions of the Purchaser's charter or
by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal
restriction or any agreement or instrument to which the Purchaser is now a party or by which it is bound, or constitute a default or
result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order,
judgment or decree to which the Purchaser or its property is subject;
(d) There is no litigation pending or to the best of the Purchaser's knowledge, threatened with respect to the Purchaser
which is reasonably likely to have a material adverse effect on the purchase of the related Mortgage Loans, the execution, delivery
or enforceability of this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on
the financial condition of the Purchaser;
(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the
execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement and the related Term
Sheet, the purchase of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement and the related Term
Sheet except for consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement and the related Term Sheet is in the ordinary
course of business of the Purchaser;
(h) The Purchaser will treat the purchase of the Mortgage Loans from the Company as a purchase for reporting, tax and
accounting purposes; and
(i) The Purchaser does not believe, nor does it have any cause or reason to believe, that it cannot perform each and
every of its covenants contained in this Agreement and the related Term Sheet.
The Purchaser shall indemnify the Company and hold it harmless against any claims, proceedings, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from a
breach by the Purchaser of the representations and warranties contained in this Section 3.04. It is understood and agreed that the
obligations of the Purchaser set forth in this Section 3.04 to indemnify the Seller as provided herein constitute the sole remedies
of the Seller respecting a breach of the foregoing representations and warranties.
ARTICLE IVADMINISTRATION AND SERVICING OF MORTGAGE LOANSSection 4.01 Company to Act as Servicer.The Company, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with this
Agreement and with Accepted Servicing Practices, and shall have full power and authority, acting alone, to do or cause to be done any
and all things in connection with such servicing and administration which the Company may deem necessary or desirable and consistent
with the terms of this Agreement and with Accepted Servicing Practices and exercise the same care that it customarily employs for its
own account. Except as set forth in this Agreement, the Company shall service the Mortgage Loans in strict compliance with the
servicing provisions of the Fannie Mae Guides (special servicing option), which include, but are not limited to, provisions regarding
the liquidation of Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the
maintenance of hazard insurance with a Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of
fidelity bond and errors and omissions insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary
Mortgage Insurance Policies and Lender Primary Mortgage Insurance Policies, insurance claims, the title, management and disposition
of REO Property, permitted withdrawals with respect to REO Property, liquidation reports, and reports of foreclosures and
abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage Files, annual statements, and
examination of records and facilities. In the event of any conflict, inconsistency or discrepancy between any of the servicing
provisions of this Agreement and the related Term Sheet and any of the servicing provisions of the Fannie Mae Guides, the provisions
of this Agreement shall control and be binding upon the Purchaser and the Company.
Consistent with the terms of this Agreement, the Company may waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the Company's reasonable and prudent
determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser, provided, however,
that unless the Company has obtained the prior written consent of the Purchaser, the Company shall not permit any modification with
respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer for more than ninety (90) days or forgive any
payment of principal or interest, reduce or increase the outstanding principal balance (except for actual payments of principal) or
change the final maturity date on such Mortgage Loan. In the event of any such modification which has been agreed to in writing by
the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the Company shall, on the
Business Day immediately preceding the Remittance Date in any month in which any such principal or interest payment has been
deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference between (a) such
month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan
and (b) the amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to the same extent as for
all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Company shall continue, and is
hereby authorized and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation, or of partial or
full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged
Properties. Notwithstanding anything herein to the contrary, the Company may not enter into a forbearance agreement or similar
arrangement with respect to any Mortgage Loan which runs more than one hundred eighty (180) days after the first delinquent Due
Date. Any such agreement shall be approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer and
Lender Primary Mortgage Insurance Policy insurer, if required.
Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through Transfer,
the Company (a) with respect to such Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would
change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such
default is, in the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or amendment of any term
of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or
Treasury regulations promulgated thereunder) or (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition
of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions.
Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through Transfer, which is not contemplated
under the terms of this Agreement, the Company will obtain an Opinion of Counsel acceptable to the trustee in such Pass-Through
Transfer with respect to whether such action could result in the imposition of a tax upon any REMIC (including but not limited to the
tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code)(either such event, an "Adverse REMIC Event"), and the Company shall not take any such actions as to
which it has been advised that an Adverse REMIC Event could occur.
The Company shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC.
The Company shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a
REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permittedinvestments" as defined in Section 860G(a)(5) of the Code.
In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing Practices, giving due
consideration to the Purchaser's reliance on the Company. Unless a different time period is stated in this Agreement or the related
Term Sheet, Purchaser shall be deemed to have given consent in connection with a particular matter if Purchaser does not
affirmatively grant or deny consent within five (5) Business Days from the date Purchaser receives a second written request for
consent for such matter from Company as servicer.
The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that the Subservicer is an entity
that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service
mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and
in either case shall be a FHLMC or Fannie Mae approved mortgage servicer in good standing, and no event has occurred, including but
not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders
imposed by Fannie Mae or for seller/servicers imposed by Fannie Mae or FHLMC, or which would require notification to Fannie Mae or
FHLMC. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its
licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to
protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its
duties under the related Subservicing Agreement. The Company may perform any of its servicing responsibilities hereunder or may
cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of the Subservicer
shall not release the Company from any of its obligations hereunder and the Company shall remain responsible hereunder for all acts
and omissions of the Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees
and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Company shall
notify Purchaser promptly in writing upon the appointment of any Subservicer.
At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company shall be
entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing responsibilities to be
performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained
herein shall be deemed to prevent or prohibit the Company, at the Company's option, from electing to service the related Mortgage
Loans itself. In the event that the Company's responsibilities and duties under this Agreement are terminated pursuant to Section
4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate the
rights and responsibilities of the Subservicer effective as of the date of termination of the Company. The Company shall pay all
fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's own
funds without reimbursement from the Purchaser.
Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company and the
Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be relieved of its
obligations to the Purchaser and shall be obligated to the same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the Subservicer for
indemnification of the Company by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification. The Company will indemnify and hold Purchaser harmless from any loss, liability or expense arising out of its use
of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder.
Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer
shall be deemed to be between the Subservicer and Company alone, and the Purchaser shall have no obligations, duties or liabilities
with respect to the Subservicer including no obligation, duty or liability of Purchaser to pay the Subservicer's fees and expenses.
For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to have received a
payment on a Mortgage Loan when the Subservicer has received such payment.
Section 4.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to this Agreement, the Company will
proceed diligently to collect all payments due under each Mortgage Loan when the same shall become due and payable and shall, to the
extent such procedures shall be consistent with this Agreement, Accepted Servicing Practices, and the terms and provisions of any
related Primary Mortgage Insurance Policy and Lender Primary Mortgage Insurance Policy, follow such collection procedures as it
follows with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Further, the Company will take
special care in ascertaining and estimating annual escrow payments, and all other charges that, as provided in the Mortgage, will
become due and payable, so that the installments payable by the Mortgagors will be sufficient to pay such charges as and when they
become due and payable.
In no event will the Company waive its right to any prepayment penalty or premium without the prior written consent of
Purchaser and Company will use diligent efforts to collect same when due except as otherwise provided in the prepayment penalty rider
to the Mortgage.
Section 4.03 Realization Upon Defaulted MortgageThe Company shall use its best efforts, consistent with the procedures that the Company would use in servicing loans for its
own account, consistent with Accepted Servicing Practices, any Primary Mortgage Insurance Policies and Lender Primary Mortgage
Insurance Policies and the best interest of Purchaser, to foreclose upon or otherwise comparably convert the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments pursuant to Section 4.01. Foreclosure or comparable proceedings shall be initiated within ninety
(90) days of default for Mortgaged Properties for which no satisfactory arrangements can be made for collection of delinquent
payments, subject to state and federal law and regulation. The Company shall use its best efforts to realize upon defaulted Mortgage
Loans in such manner as will maximize the receipt of principal and interest by the Purchaser, taking into account, among other
things, the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in any case in which a Mortgaged
Property shall have suffered damage, the Company shall not be required to expend its own funds toward the restoration of such
property unless it shall determine in its discretion (i) that such restoration will increase the proceeds of liquidation of the
related Mortgage Loan to the Purchaser after reimbursement to itself for such expenses, and (ii) that such expenses will be
recoverable by the Company through Insurance Proceeds, Condemnation Proceeds, REO Disposition Proceeds or Liquidation Proceeds from
the related Mortgaged Property, as contemplated in Section 4.05. Company shall obtain prior approval of Purchaser as to repair or
restoration expenses in excess of ten thousand dollars ($10,000). The Company shall notify the Purchaser in writing of the
commencement of foreclosure proceedings and not less than five (5) days prior to the acceptance or rejection of any offer of
reinstatement. The Company shall be responsible for all costs and expenses incurred by it in any such proceedings or functions;
provided, however, that it shall be entitled to reimbursement thereof from the related property, as contemplated in Section 4.05.
Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu of
foreclosure, in the event the Company has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic
substances or wastes, or if the Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property, such
an inspection or review is to be conducted by a qualified inspector at the Purchaser's expense. Upon completion of the inspection,
the Company shall promptly provide the Purchaser with a written report of the environmental inspection. After reviewing the
environmental inspection report, the Purchaser shall determine how the Company shall proceed with respect to the Mortgaged Property.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the
Company as servicer of any Mortgage Loan which becomes ninety (90) days or greater delinquent in payment of a scheduled Monthly
Payment, without payment of any termination fee with respect thereto, provided that the Company shall on the date said termination
takes effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to Section 5.03 and any unreimbursed
Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such delinquent Mortgage Loan
notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the provisions of Section
11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to such delinquent Mortgage
Loan to the Purchaser or its designee.
In the event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property, such property shall be disposed of by
the Company, with the consent of Purchaser as required pursuant to this Agreement, before the close of the third taxable year
following the taxable year in which the Mortgage Loan became an REO Property, unless the Company provides to the trustee under such
REMIC an opinion of counsel to the effect that the holding of such REO Property subsequent to the close of the third taxable year
following the taxable year in which the Mortgage Loan became an REO Property, will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code, or cause the transaction to fail to qualify as a REMIC at any time
that certificates are outstanding. Company shall manage, conserve, protect and operate each such REO Property for the
certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such property to fail
to qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E) of the Code, or any "net income from foreclosure
property" which is subject to taxation under the REMIC provisions of the Code. Pursuant to its efforts to sell such property, the
Company shall either itself or through an agent selected by Company, protect and conserve such property in the same manner and to
such an extent as is customary in the locality where such property is located. Additionally, Company shall perform the tax
withholding and reporting related to Sections 1445 and 6050J of the Code
Section 4.04 Establishment of Custodial Accounts; Deposits inCustodial Accounts.The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from
any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts. The Custodial Account shall
be an Eligible Account. Funds ,deposited in the Custodial Account shall at all times be insured by the FDIC up to the FDIC insurance
limits, or must be invested in Permitted Investments for the benefit of the Purchaser. Funds deposited in the Custodial Account may
be drawn on by the Company in accordance with Section 4.05. The creation of any Custodial Account shall be evidenced by a letter
agreement in the form shown in Exhibit B hereto. The original of such letter agreement shall be furnished to the Purchaser on the
Closing Date, and upon the request of any subsequent Purchaser.
The Company shall deposit in a mortgage clearing account on a daily basis, and in the Custodial Account or Accounts no later
than 48 hours after receipt of funds, and retain therein the following payments and collections received or made by it subsequent to
the Cut-off Date, or received by it prior to the Cut-off Date but allocable to a period subsequent thereto, other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date:
(i) all payments on account of principal, including Principal Prepayments and related penalties, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;
(iii) all Net Liquidation Proceeds;
(iv) any amounts required to be deposited by the Company in connection with any REO Property pursuant to Section 4.13 and in
connection therewith, the Company shall provide the Purchaser with written detail itemizing all of such amounts;
(v) all Insurance Proceeds including amounts required to be deposited pursuant to Sections 4.08, 4.10 and 4.11, other than
proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the
Mortgagor in accordance with Accepted Servicing Practices, the Mortgage Loan Documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with
Accepted Servicing Practices, the loan documents or applicable law;
(vii) any Monthly Advances;
(viii) with respect to each full or partial Principal Prepayment, any Prepayment Interest Shortfalls, to the extent of the
Company's aggregate Servicing Fee received with respect to the related Prepayment Period;
(ix) any amounts required to be deposited by the Company pursuant to Section 4.10 in connection with the deductible clause
in any blanket hazard insurance policy, such deposit shall be made from the Company's own funds, without reimbursement therefor; and
(x) any amounts required to be deposited in the Custodial Account pursuant to Section 4.01, 4.13 or 6.02.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the
extent permitted by Section 6.01, need not be deposited by the Company in the Custodial Account. Any interest paid on funds
deposited in the Custodial Account by the depository institution shall accrue to the benefit of the Company and the Company shall be
entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 4.05 (iv). The Purchaser shall not be
responsible for any losses suffered with respect to investment of funds in the Custodial Account.
Section 4.05 Permitted Withdrawals From the Custodial Account.The Company may, from time to time, withdraw from the Custodial Account for the following purposes:
(i) to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Company's right to reimburse itself pursuant to this subclause (ii) being
limited to amounts received on the related Mortgage Loan which represent late collections (net of the related Servicing Fees) of
principal and/or interest respecting which any such advance was made, it being understood that, in the case of such reimbursement,
the Company's right thereto shall be prior to the rights of the Purchaser, except that, where the Company is required to repurchase a
Mortgage Loan, pursuant to Section 3.03, the Company's right to such reimbursement shall be subsequent to the payment to the
Purchaser of the Repurchase Price pursuant to such Section and all other amounts required to be paid to the Purchaser with respect to
such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing Fees(or REO administration fees
described in Section 4.13), the Company's right to reimburse itself pursuant to this subclause (iii) with respect to any Mortgage
Loan being limited to related proceeds from Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the
relevant provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement; any recovery shall be made upon liquidation
of the REO Property;
(iv) to pay to itself as part of its servicing compensation (a) any interest earned on funds in the Custodial Account
(all such interest to be withdrawn monthly not later than each Remittance Date), (b) the Servicing Fee from that portion of any
payment or recovery as to interest with respect to a particular Mortgage Loan;
(v) to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant to Section 3.03 all amounts
received thereon and not distributed as of the date on which the related repurchase price is determined,
(vi) to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;
(vii) to remove funds inadvertently placed in the Custodial Account by the Company;
(vi) to clear and terminate the Custodial Account upon the termination of this Agreement; and
(vii) to reimburse itself for any Nonrecoverable Advances.
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow
Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow
Accounts. The Escrow Account shall be an Eligible Account. Funds deposited in each Escrow Account shall at all times be insured in
a manner to provide maximum insurance under the insurance limitations of the FDIC, or must be invested in Permitted Investments.
Funds deposited in the Escrow Account may be drawn on by the Company in accordance with Section 4.07. The creation of any Escrow
Account shall be evidenced by a letter agreement in the form shown in Exhibit C. The original of such letter agreement shall be
furnished to the Purchaser on the Closing Date, and upon request to any subsequent purchaser.
The Company shall deposit in a mortgage clearing account on a daily basis, and in the Escrow Account or Accounts no later
than 48 hours after receipt of funds, and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any
such items as required under the terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.
The Company shall make withdrawals from the Escrow Account only to effect such payments as are required under this
Agreement, and for such other purposes as shall be as set forth or in accordance with Section 4.07. The Company shall be entitled to
retain any interest paid on funds deposited in the Escrow Account by the depository institution to the extent permitted by law and,
to the extent required by law, the Company shall pay interest on escrowed funds to the Mortgagor in accordance with applicable law..
The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Escrow Account.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by Company only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, Primary Mortgage Insurance Policy
premiums, if applicable, fire and hazard insurance premiums, condominium assessments and comparable items;
(ii) to reimburse Company for any Servicing Advance made by Company with respect to a related Mortgage Loan but only from
amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be overages;
(iv) for transfer to the Custodial Account in accordance with the terms of this Agreement;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Company, or to the Mortgagor to the extent required by law, any interest paid on the funds deposited
in the Escrow Account;
(vii) to clear and terminate the Escrow Account on the termination of this Agreement. As part of its servicing duties, the
Company shall pay to the Mortgagors interest on funds in Escrow Account, to the extent required by law, and to the extent that
interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement
therefor; and
(viii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06.
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage Insurance Policies;Collections Thereunder.
With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the status of ground rents,
taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of
primary mortgage insurance premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges, including renewal premiums and shall effect payment thereof prior to the applicable penalty or termination
date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been estimated and accumulated by the Company in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage or applicable law. To the extent that the Mortgage does not provide for Escrow Payments, the Company
shall determine that any such payments are made by the Mortgagor at the time they first become due. The Company assumes full
responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of the
Mortgagor's faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own
funds to effect such payments.
The Company will maintain in full force and effect Primary Mortgage Insurance Policies or Lender Primary Mortgage Insurance
Policies issued by a Qualified Insurer with respect to each Mortgage Loan for which such coverage is herein required. Such coverage
will be terminated only with the approval of Purchaser, or as required by applicable law or regulation. The Company will not cancel
or refuse to renew any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy in effect on the Closing Date
that is required to be kept in force under this Agreement unless a replacement Primary Mortgage Insurance Policy or Lender Primary
Mortgage Insurance Policy for such canceled or nonrenewed policy is obtained from and maintained with a Qualified Insurer. The
Company shall not take any action which would result in non-coverage under any applicable Primary Mortgage Insurance Policy or Lender
Primary Mortgage Insurance Policy of any loss which, but for the actions of the Company would have been covered thereunder. In
connection with any assumption or substitution agreement entered into or to be entered into pursuant to Section 6.01, the Company
shall promptly notify the insurer under the related Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy, if
any, of such assumption or substitution of liability in accordance with the terms of such policy and shall take all actions which may
be required by such insurer as a condition to the continuation of coverage under the Primary Mortgage Insurance Policy or Lender
Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy is
terminated as a result of such assumption or substitution of liability, the Company shall obtain a replacement Primary Mortgage
Insurance Policy or Lender Primary Mortgage Insurance Policy as provided above.
In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the insurer under any Private Mortgage Insurance Policy in a timely fashion in accordance with the terms of such
Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be
necessary to permit recovery under any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy respecting a
defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Company under any Primary Mortgage Insurance Policy
or Lender Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section
4.05.
Section 4.09 Transfer of Accounts.The Company may transfer the Custodial Account or the Escrow Account to a different Eligible Account from time to time.
Such transfer shall be made only upon obtaining the prior written consent of the Purchaser, which consent will not be unreasonably
withheld.
Section 4.10 Maintenance of Hazard Insurance.The Company shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as is
acceptable to Fannie Mae or FHLMC and customary in the area where the Mortgaged Property is located in an amount which is equal to
the lesser of (i) the maximum insurable value of the improvements securing such Mortgage Loan or (ii) the greater of (a) the
outstanding principal balance of the Mortgage Loan, and (b) an amount such that the proceeds thereof shall be sufficient to prevent
the Mortgagor and/or the mortgagee from becoming a co-insurer. If required by the Flood Disaster Protection Act of 1973, as amended,
each Mortgage Loan shall be covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal
Insurance Administration in effect with an insurance carrier acceptable to Fannie Mae or FHLMC, in an amount representing coverage
not less than the least of (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable value of the
improvements securing such Mortgage Loan or (iii) the maximum amount of insurance which is available under the Flood Disaster
Protection Act of 1973, as amended. If at any time during the term of the Mortgage Loan, the Company determines in accordance with
applicable law and pursuant to the Fannie Mae Guides that a Mortgaged Property is located in a special flood hazard area and is not
covered by flood insurance or is covered in an amount less than the amount required by the Flood Disaster Protection Act of 1973, as
amended, the Company shall notify the related Mortgagor that the Mortgagor must obtain such flood insurance coverage, and if said
Mortgagor fails to obtain the required flood insurance coverage within forty-five (45) days after such notification, the Company
shall immediately force place the required flood insurance on the Mortgagor's behalf. The Company shall also maintain on each REO
Property, fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the
improvements which are a part of such property, and, to the extent required and available under the Flood Disaster Protection Act of
1973, as amended, flood insurance in an amount as provided above. Any amounts collected by the Company under any such policies other
than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or REO
Property, or released to the Mortgagor in accordance with Accepted Servicing Practices, shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05. It is understood and agreed that no other additional insurance need be required by
the Company of the Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to this
Agreement, the Fannie Mae Guides or such applicable state or federal laws and regulations as shall at any time be in force and as
shall require such additional insurance. All such policies shall be endorsed with standard mortgagee clauses with loss payable to
the Company and its successors and/or assigns and shall provide for at least thirty (30) days prior written notice of any
cancellation, reduction in the amount or material change in coverage to the Company. The Company shall not interfere with the
Mortgagor's freedom of choice in selecting either his insurance carrier or agent, provided, however, that the Company shall not
accept any such insurance policies from insurance companies unless such companies are Qualified Insurers.
Section 4.11 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Company shall obtain and maintain a blanket policy issued by an insurer acceptable to Fannie Mae or
FHLMC insuring against hazard losses on all of the Mortgage Loans, then, to the extent such policy provides coverage in an amount
equal to the amount required pursuant to Section 4.10 and otherwise complies with all other requirements of Section 4.10, it shall
conclusively be deemed to have satisfied its obligations as set forth in Section 4.10, it being understood and agreed that such
policy may contain a deductible clause, in which case the Company shall, in the event that there shall not have been maintained on
the related Mortgaged Property or REO Property a policy complying with Section 4.10, and there shall have been a loss which would
have been covered by such policy, deposit in the Custodial Account the amount not otherwise payable under the blanket policy because
of such deductible clause. In connection with its activities as servicer of the Mortgage Loans, the Company agrees to prepare and
present, on behalf of the Purchaser, claims under any such blanket policy in a timely fashion in accordance with the terms of such
policy. Upon request of the Purchaser, the Company shall cause to be delivered to the Purchaser a certified true copy of such policy
and shall use its best efforts to obtain a statement from the insurer thereunder that such policy shall in no event be terminated or
materially modified without thirty (30) days' prior written notice to the Purchaser.
Section 4.12 Fidelity Bond, Errors and Omissions Insurance.The Company shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with
broad coverage with responsible companies on all officers, employees or other persons acting in any capacity with regard to the
Mortgage Loan to handle funds, money, documents and papers relating to the Mortgage Loan. The Fidelity Bond shall be in the form of
the Mortgage Banker's Blanket Bond and shall protect and insure the Company against losses, including forgery, theft, embezzlement
and fraud of such persons. The errors and omissions insurance shall protect and insure the Company against losses arising out of
errors and omissions and negligent acts of such persons. Such errors and omissions insurance shall also protect and insure the
Company against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and the
release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision
of this Section 4.12 requiring the Fidelity Bond or errors and omissions insurance shall diminish or relieve the Company from its
duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and insurance policy shall be at
least equal to the corresponding amounts required by Fannie Mae in the Fannie Mae Guides. Upon request by the Purchaser, the Company
shall deliver to the Purchaser a certificate from the surety and the insurer as to the existence of the Fidelity Bond and errors and
omissions insurance policy and shall obtain a statement from the surety and the insurer that such Fidelity Bond or insurance policy
shall in no event be terminated or materially modified without thirty (30) days' prior written notice to the Purchaser. The Company
shall notify the Purchaser within five (5) business days of receipt of notice that such Fidelity Bond or insurance policy will be, or
has been, materially modified or terminated. The Purchaser (or any party having the status of Purchaser hereunder) and any
subsidiary thereof and their successors or assigns as their interests may appear must be named as loss payees on the Fidelity Bond
and as additional insured on the errors and omissions policy. Upon request by Purchaser, Company shall provide Purchaser with an
insurance certificate certifying coverage under this Section 4.12, and will provide an update to such certificate upon request, or
upon renewal or material modification of coverage.
Section 4.13 Title, Management and Disposition of REO Property.
In the event that title to the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be taken in the name of the Purchaser or its designee, or in the event the Purchaser or its designee is not
authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected
under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name
of such Person or Persons as shall be consistent with an opinion of counsel obtained by the Company from an attorney duly licensed to
practice law in the state where the REO Property is located. Any Person or Persons holding such title other than the Purchaser shall
acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser.
The Company shall notify the Purchaser in accordance with the Fannie Mae Guides of each acquisition of REO Property upon
such acquisition (and, in any event, shall provide notice of the consummation of any foreclosure sale within three (3) Business Days
of the date Company receives notice of such consummation), together with a copy of the drive by appraisal or brokers price opinion of
the Mortgaged Property obtained in connection with such acquisition, and thereafter assume the responsibility for marketing such REO
property in accordance with Accepted Servicing Practices. Thereafter, the Company shall continue to provide certain administrative
services to the Purchaser relating to such REO Property as set forth in this Section 4.13. No Servicing Fee shall be assessed or
otherwise accrue on any REO Property from and after the date on which it becomes an REO Property.
The Company shall, either itself or through an agent selected by the Company, and in accordance with the Fannie Mae Guides
manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other
foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is
managed. The Company shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause
each REO Property to be inspected at least monthly thereafter or more frequently as required by the circumstances. The Company shall
make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and copies
thereof shall be forwarded by the Company to the Purchaser.
The Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property
in any event within one year after title has been taken to such REO Property, unless the Company determines, and gives an appropriate
notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a
longer period than one (1) year is permitted under the foregoing sentence and is necessary to sell any REO Property, the Company
shall report monthly to the Purchaser as to the progress being made in selling such REO Property. No REO Property shall be marketed
for less than the Appraised Value, without the prior consent of Purchaser. No REO Property shall be sold for less than ninety five
percent (95%) of its Appraised Value, without the prior consent of Purchaser. All requests for reimbursement of Servicing Advances
shall be in accordance with the Fannie Mae Guides. The disposition of REO Property shall be carried out by the Company at such
price, and upon such terms and conditions, as the Company deems to be in the best interests of the Purchaser (subject to the above
conditions) only with the prior written consent of the Purchaser. Company shall provide monthly reports to Purchaser in reference to
the status of the marketing of the REO Properties.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the
Company as servicer of any such REO Property without payment of any termination fee with respect thereto, provided that the Company
shall on the date said termination takes effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to
Section 5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such
REO Property notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the
provisions of Section 11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to
such REO Property to the Purchaser or its designee. Within five (5) Business Days of any such termination, the Company shall, if
necessary convey such property to the Purchaser and shall further provide the Purchaser with the following information regarding the
subject REO Property: the related drive by appraisal or brokers price opinion, and copies of any related Mortgage Impairment
Insurance Policy claims. In addition, within five (5) Business Days, the Company shall provide the Purchaser with the following
information regarding the subject REO Property: the related trustee's deed upon sale and copies of any related hazard insurance
claims, or repair bids.
Section 4.14 Notification of Maturity Date.
With respect to each Mortgage Loan, the Company shall execute and deliver to the Mortgagor any and all necessary notices
required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the maturity date if required under
applicable law.
ARTICLE V
PAYMENTS TO THE PURCHASER
Section 5.01 Distributions.
On each Remittance Date, the Company shall distribute by wire transfer of immediately available funds to the Purchaser (i)
all amounts credited to the Custodial Account as of the close of business on the preceding Determination Date, net of charges against
or withdrawals from the Custodial Account pursuant to Section 4.05, plus (ii) all Monthly Advances, if any, which the Company is
obligated to distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage Loan Remittance Rate on any Principal
Prepayment from the date of such Principal Prepayment through the end of the month for which disbursement is made provided that the
Company's obligation as to payment of such interest shall be limited to the Servicing Fee earned during the month of the
distribution, minus (iv) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the
preceding Determination Date, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such
amounts. It is understood that, by operation of Section 4.04, the remittance on the first Remittance Date with respect to Mortgage
Loans purchased pursuant to the related Term Sheet is to include principal collected after the Cut-off Date through the preceding
Determination Date plus interest, adjusted to the Mortgage Loan Remittance Rate collected through such Determination Date exclusive
of any portion thereof allocable to the period prior to the Cut-off Date, with the adjustments specified in clauses (ii), (iii) and
(iv) above.
With respect to any remittance received by the Purchaser after the Remittance Date, the Company shall pay to the Purchaser
interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each change plus two (2)
percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall cover the period
commencing with the day following the Business Day such payment was due and ending with the Business Day on which such payment is
made to the Purchaser, both inclusive. The payment by the Company of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Company. On each Remittance Date, the Company shall provide a remittance report
detailing all amounts being remitted pursuant to this Section 5.01.
Section 5.02 Statements to the Purchaser.The Company shall furnish to Purchaser an individual loan accounting report, as of the last Business Day of each month, in
the Company's assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With
respect to each month, the corresponding individual loan accounting report shall be received by the Purchaser no later than the tenth
calendar day of the following month on a disk or tape or other computer-readable format in such format as may be mutually agreed upon
by both Purchaser and Company, and no later than the fifth Business Day of the following month in hard copy, and shall contain the
following:
(i) With respect to each Monthly Payment, the amount of such remittance allocable to principal (including a separate
breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or premiums, along with a
detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Monthly Payment, the amount of such remittance allocable to interest;
(iii) the amount of servicing compensation received by the Company during the prior distribution period;
(iv) the aggregate Stated Principal Balance of the Mortgage Loans;
(v) the aggregate of any expenses reimbursed to the Company during the prior distribution period pursuant to Section 4.05;
(vi) The number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent (1) 30 to 59 days, (2) 60 to
89 days, (3) 90 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been acquired; and
The Company shall also provide a trial balance, sorted in Purchaser's assigned loan number order, in the form of Exhibit E
hereto, with each such Report.
The Company shall prepare and file any and all information statements or other filings required to be delivered to any
governmental taxing authority or to Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Company shall provide Purchaser with such information concerning the Mortgage Loans as is
necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.
In addition, not more than sixty (60) days after the end of each calendar year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable federal
income tax law as to the aggregate of remittances for the applicable portion of such year.
Section 5.03 Monthly Advances by the Company.
Not later than the close of business on the Business Day preceding each Remittance Date, the Company shall deposit
in the Custodial Account an amount equal to all payments not previously advanced by the Company, whether or not deferred pursuant to
Section 4.01, of principal (due after the Cut-off Date) and interest not allocable to the period prior to the Cut-off Date, adjusted
to the Mortgage Loan Remittance Rate, which were due on a Mortgage Loan and delinquent at the close of business on the related
Determination Date; provided, however, that the Company may use the Amount Held for Future Distribution (as defined below) then on
deposit in the Custodial Account to make such Monthly Advances. The Company shall deposit any portion of the Amount Held for Future
Distribution used to pay Monthly Advances into the Custodial Account on any future Remittance Date to the extent that the funds that
are available in the Custodial Account for remittance to the Purchaser on such Remittance Date are less than the amount of payments
required to be made to the Purchaser on such Remittance Date.
The "Amount Held for Future Distribution" as to any Remittance Date shall be the total of the amounts held in the Custodial
Account at the close of business on the preceding Determination Date which were received after the Cut-off Date on account of (i)
Liquidation Proceeds, Insurance Proceeds, and Principal Prepayments received or made in the month of such Remittance Date, and (ii)
payments which represent early receipt of scheduled payments of principal and interest due on a date or dates subsequent to the
related Due Date.
The Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue through the last Monthly
Payment due prior to the payment in full of the Mortgage Loan, or through the Remittance Date prior to the date on which the
Mortgaged Property liquidates (including Insurance Proceeds, proceeds from the sale of REO Property or Condemnation Proceeds) with
respect to the Mortgage Loan unless the Company deems such advance to be nonrecoverable. In such event, the Company shall deliver to
the Purchaser an Officer's Certificate of the Company to the effect that an officer of the Company has reviewed the related Mortgage
File and has made the reasonable determination that any additional advances are nonrecoverable.
Section 5.04 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser pursuant to a deed-in-lieu
of foreclosure, the Company shall submit to the Purchaser a liquidation report with respect to such Mortgaged Property in a form
mutually acceptable to Company and Purchaser. The Company shall also provide reports on the status of REO Property containing such
information as Purchaser may reasonably require.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Assumption Agreements.The Company will, to the extent it has actual knowledge of any conveyance or prospective conveyance by any Mortgagor of the
Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain
liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any
"due-on-sale" clause to the extent permitted by law; provided, however, that the Company shall not exercise any such rights if
prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such rights would impair or threaten to
impair any recovery under the related Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy, if any. If the
Company reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, the Company will enter into an
assumption agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to
which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains
liable thereon. Where an assumption is allowed pursuant to this Section 6.01, the Company, with the prior consent of the Purchaser
and the primary mortgage insurer, if any, is authorized to enter into a substitution of liability agreement with the person to whom
the Mortgaged Property has been conveyed or is proposed to be conveyed pursuant to which the original mortgagor is released from
liability and such Person is substituted as mortgagor and becomes liable under the related Mortgage Note. Any such substitution of
liability agreement shall be in lieu of an assumption agreement.
In connection with any such assumption or substitution of liability, the Company shall follow the underwriting practices and
procedures of the Company. With respect to an assumption or substitution of liability, the Mortgage Interest Rate borne by the
related Mortgage Note, the amount of the Monthly Payment and the maturity date may not be changed (except pursuant to the terms of
the Mortgage Note). If the credit of the proposed transferee does not meet such underwriting criteria, the Company diligently shall,
to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan.
The Company shall notify the Purchaser that any such substitution of liability or assumption agreement has been completed by
forwarding to the Purchaser the original of any such substitution of liability or assumption agreement, which document shall be added
to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof. All fees collected by the Company for entering into an assumption or
substitution of liability agreement shall belong to the Company.
Notwithstanding the foregoing paragraphs of this Section or any other provision of this Agreement, the Company shall not be
deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or any assumption which the Company may be restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 6.01, the term "assumption" is deemed to also include a sale of the Mortgaged Property subject to the
Mortgage that is not accompanied by an assumption or substitution of liability agreement.
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Company will immediately notify the Purchaser by a certification, which
certification shall include a statement to the effect that all amounts received or to be received in connection with such payment
which are required to be deposited in the Custodial Account pursuant to Section 4.04 have been or will be so deposited, of a
Servicing Officer and shall request delivery to it of the portion of the Mortgage File held by the Purchaser. The Purchaser shall no
later than five (5) Business Days after receipt of such certification and request, release or cause to be released to the Company,
the related Mortgage Loan Documents and, upon its receipt of such documents, the Company shall promptly prepare and deliver to the
Purchaser the requisite satisfaction or release. No later than five (5) Business Days following its receipt of such satisfaction or
release, the Purchaser shall deliver, or cause to be delivered, to the Company the release or satisfaction properly executed by the
owner of record of the applicable mortgage or its duly appointed attorney in fact. No expense incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account.
In the event the Company satisfies or releases a Mortgage without having obtained payment in full of the indebtedness
secured by the Mortgage or should it otherwise prejudice any right the Purchaser may have under the mortgage instruments, the
Company, upon written demand, shall remit within two (2) Business Days to the Purchaser the then outstanding principal balance of the
related Mortgage Loan by deposit thereof in the Custodial Account. The Company shall maintain the Fidelity Bond and errors and
omissions insurance insuring the Company against any loss it may sustain with respect to any Mortgage Loan not satisfied in
accordance with the procedures set forth herein.
From time to time and as appropriate for the servicing or foreclosure of the Mortgage Loan, including for the purpose of
collection under any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy, the Purchaser shall, upon request
of the Company and delivery to the Purchaser of a servicing receipt signed by a Servicing Officer, release the portion of the
Mortgage File held by the Purchaser to the Company. Such servicing receipt shall obligate the Company to return the related Mortgage
documents to the Purchaser when the need therefor by the Company no longer exists, unless the Mortgage Loan has been liquidated and
the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or the Mortgage File or such
document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Company has delivered to the Purchaser a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. Upon
receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was liquidated, the servicing receipt shall be
released by the Purchaser to the Company.
Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Company shall be entitled to withdraw from the Custodial Account (to the
extent of interest payments collected on the Mortgage Loans) or to retain from interest payments collected on the Mortgage Loans, the
amounts provided for as the Company's Servicing Fee, subject to payment of compensating interest on Principal Prepayments as capped
by the Servicing Fee pursuant to Section 5.01 (iii). Additional servicing compensation in the form of assumption fees, as provided
in Section 6.01, and late payment charges or otherwise shall be retained by the Company to the extent not required to be deposited in
the Custodial Account. No Servicing Fee shall be payable in connection with partial Monthly Payments. The Company shall be required
to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement
therefor except as specifically provided for.
Section 6.04 Annual Statement as to Compliance.The Company will deliver to the Purchaser and the Master Servicer not later February 28 of each year beginning in February
2005, an Officers' Certificate stating, as to each signatory thereof, that (i) a review of the activities of the Company during the
preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best
of such officers' knowledge, based on such review, the Company has fulfilled all of its obligations under this Agreement throughout
such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such
officers and the nature and status of cure provisions thereof. Copies of such statement shall be provided by the Company to the
Purchaser upon request.
Section 6.05 Annual Independent Certified Public Accountants' Servicing Report.
On or before February 28 of each year beginning February 28, 2005the Company at its expense shall cause a firm of
independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to
the Purchaser to the effect that such firm has examined certain documents and records relating to the Company's servicing of mortgage
loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which
agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in the uniform single
audit program for mortgage bankers, such firm is of the opinion that the Company's servicing has been conducted in compliance with
the agreements examined pursuant to this Section 6.05, except for (i) such exceptions as such firm shall believe to be immaterial,
and (ii) such other exceptions as shall be set forth in such statement. Copies of such statement shall be provided by the Company to
the Purchaser and the Master Servicer. In addition, on an annual basis, Company shall provided Purchaser with copies of its audited
financial statements.
Section 6.06 Purchaser's Right to Examine Company Records.
The Purchaser shall have the right to examine and audit at its expense upon reasonable notice to the Company, during
business hours or at such other times as might be reasonable under applicable circumstances, any and all of the books, records,
documentation or other information of the Company, or held by another for the Company or on its behalf or otherwise, which relates to
the performance or observance by the Company of the terms, covenants or conditions of this Agreement.
The Company shall provide to the Purchaser and any supervisory agents or examiners representing a state or federal
governmental agency having jurisdiction over the Purchaser, including but not limited to OTS, FDIC and other similar entities, access
to any documentation regarding the Mortgage Loans in the possession of the Company which may be required by any applicable
regulations. Such access shall be afforded without charge, upon reasonable request, during normal business hours and at the offices
of the Company, and in accordance with the federal government, FDIC, OTS, or any other similar regulations.
Section 6.07 Annual Certification.
(a) For so long as the Mortgage Loans are being master serviced by the Master Servicer, by February 28th of each year (or if not
a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, an officer of
the Company shall execute and deliver an Officer's Certificate to the Purchaser and the Master Servicer for the benefit of the
Purchaser and the Master Servicer and their officers, directors and affiliates, certifying as to the following matters:
(i) Based on my knowledge, the information in the Annual Statement of Compliance, the Annual Independent Public Accountant's
Servicing Report and all servicing reports, officer's certificates and other information relating to
the servicing of the Mortgage Loans submitted to the Master Servicer taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading
as of the date of this certification;
(ii) The servicing information required to be provided to the Master Servicer by the Company under this Agreement has been
provided to the Master Servicer;
(iii) I am responsible for reviewing the activities performed by the Company under the Agreement and based upon the review
required by this Agreement, and except as disclosed in the Annual Statement of Compliance or the
Annual Independent Public Accountant's Servicing Report submitted to the Master Servicer, the Company
has, as of the date of this certification fulfilled its obligations under this Agreement; and
(iv) I have disclosed to the Master Servicer all significant deficiencies relating to the Company's compliance
with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform
Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement.
(b) The Company shall indemnify and hold harmless the Purchaser and Master Servicer and their officers, directors,
agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments and other costs and expenses arising out of or based upon a breach by the Company or any of its officers,
directors, agents or affiliates of its obligations under this Section 6.07 or the negligence, bad faith or willful
misconduct of the Company in connection therewith. If the indemnification provided for herein is unavailable or insufficient
to hold harmless the Purchaser or Master Servicer, then the Company agrees that it shall contribute to the amount paid or
payable by the Purchaser or Master Servicer as a result of the losses, claims, damages or liabilities of the Purchaser or
Master Servicer in such proportion as is appropriate to reflect the relative fault of the Purchaser or Master Servicer on
the one hand and the Company on the other in connection with a breach of the Company's obligations under this Section 6.07
or the Company's negligence, bad faith or willful misconduct in connection therewith.
ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01 Company Shall Provide Information as Reasonably Required.The Company shall furnish to the Purchaser during the term of this Agreement, such periodic, special or other reports,
information or documentation, whether or not provided for herein, as shall be necessary, reasonable or appropriate in respect to the
Purchaser, or otherwise in respect to the Mortgage Loans and the performance of the Company under this Agreement, including any
reports, information or documentation reasonably required to comply with any regulations regarding any supervisory agents or
examiners of the Purchaser all such reports or information to be as provided by and in accordance with such applicable instructions
and directions as the Purchaser may reasonably request in relation to this Agreement or the performance of the Company under this
Agreement. The Company agrees to execute and deliver all such instruments and take all such action as the Purchaser, from time to
time, may reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.
In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective purchaser audited
financial statements of the Company for the most recently completed two (2) fiscal years for which such statements are available, as
well as a Consolidated Statement of Condition at the end of the last two (2) fiscal years covered by any Consolidated Statement of
Operations. If it has not already done so, the Company shall furnish promptly to the Purchaser or a prospective purchaser copies of
the statements specified above.
The Company shall make reasonably available to the Purchaser or any prospective Purchaser a knowledgeable financial or
accounting officer for the purpose of answering questions and to permit any prospective purchaser to inspect the Company's servicing
facilities for the purpose of satisfying such prospective purchaser that the Company has the ability to service the Mortgage Loans as
provided in this Agreement.
ARTICLE VIIITHE SERVICERSection 8.01 Indemnification; Third Party Claims.The Company agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in
any way related to the failure of the Company to observe and perform its duties, obligations, covenants, and agreements to service
the Mortgage Loans in compliance with the terms of this Agreement. The Company agrees to indemnify the Purchaser and hold it
harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any
other costs, fees and expenses that the Purchaser may sustain in any way related to the breach of a representation or warranty set
forth in Sections 3.01 or 3.02 of this Agreement. The Company shall immediately notify the Purchaser if a claim is made by a third
party against Company with respect to this Agreement or the Mortgage Loans, assume (with the consent of the Purchaser) the defense of
any such claim and pay all expenses in connection therewith, including counsel fees, whether or not such claim is settled prior to
judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect
of such claim. The Company shall follow any written instructions received from the Purchaser in connection with such claim. The
Purchaser shall promptly reimburse the Company for all amounts advanced by it pursuant to the two preceding sentences except when the
claim relates to the failure of the Company to service and administer the Mortgages in compliance with the terms of this Agreement,
the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct
of Company. The provisions of this Section 8.01 shall survive termination of this Agreement. Nothing herein shall be construed to
impose any liability on the Company in the event it has, in good faith, complied with any instructions of Purchaser, which
instructions are contrary to the terms and provisions of this agreement.
Section 8.02 Merger or Consolidation of the Company.The Company will keep in full effect its existence, rights and franchises as a corporation under the laws of the state of
its incorporation except as permitted herein, and will obtain and preserve its qualification to do business as a foreign corporation
in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this
Agreement, or any of the Mortgage Loans and to perform its duties under this Agreement.
Any Person into which the Company may be merged or consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any Person succeeding to the business of the Company whether or not related
to loan servicing, shall be the successor of the Company hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or
surviving Person, or the parent company of such successor or surviving Person, shall be an institution (i) having a GAAP net worth
not less than $25,000,000, (ii) which is a HUD-approved mortgagee whose primary business is in origination and servicing of first
lien mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved seller/servicer in good standing; provided, however, that if
such successor or surviving Person does not have a GAAP net worth of at least $25,000,000, the parent company of such successor or
surviving Person shall act as guarantor with respect to such successor's obligations under this Agreement.
Section 8.03 Limitation on Liability of the Company and Others.
Neither the Company nor any of the officers, employees or agents of the Company shall be under any liability to the
Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment made in good faith; provided, however, that this provision shall not protect the Company or any such person
against any breach of warranties or representations made herein, or failure to perform its obligations in compliance with any
standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of negligence, bad faith or
willful misconduct, or any breach of the terms and conditions of this Agreement. The Company and any officer, employee or agent of
the Company may rely in good faith on any document of any kind prima facie properly executed and submitted by the Purchaser
respecting any matters arising hereunder. The Company shall not be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its
reasonable opinion may involve it in any expenses or liability; provided, however, that the Company may, with the consent of the
Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties
of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities for which the Purchaser will be liable, and the Company shall be entitled to be reimbursed
therefor from the Purchaser upon written demand.
Section 8.04 Company Not to Assign or Resign.The Company shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual
consent of the Company and the Purchaser or upon the determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by the Company. Any such determination permitting the resignation of the Company
shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and
substance acceptable to the Purchaser. No such resignation shall become effective until a successor shall have assumed the Company's
responsibilities and obligations hereunder in the manner provided in Section 11.01.
Section 8.05 No Transfer of Servicing.
With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the
Purchaser has acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel,
records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting
the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights
or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, other
than in the normal course of business, without the prior written approval of the Purchaser, which consent shall not be unreasonably
withheld; provided that the Company may assign the Agreement and the servicing hereunder without the consent of Purchaser to an
affiliate of the Company to which all servicing of the Company is assigned so long as (i) such affiliate is a Fannie Mae and Freddie
Mac approved servicer and (ii) if it is intended that such affiliate be spun off to the shareholders of the Company, such affiliate
have a GAAP net worth of at least $25,000,000 and (iii) such affiliate shall deliver to the Purchaser a certification pursuant to
which such affiliate shall agree to be bound by the terms and conditions of this Agreement and shall certify that such affiliate is a
Fannie Mae and Freddie Mac approved servicer in good standing.
Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this
Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying
the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to
terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other
than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.
ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
In case one or more of the following Events of Default by the Company shall occur and be continuing, that is to say:
(i) any failure by the Company to remit to the Purchaser any payment required to be made under the terms of this Agreement
which continues unremedied for a period of one (1) Business Day; or
(ii) failure on the part of the Company duly to observe or perform in any material respect any other of the covenants or
agreements on the part of the Company set forth in this Agreement which continues unremedied for a period of thirty (30) days after
the date on which written notice of such failure shall have been given to the Company by the Purchaser, and the remedial period
provided for herein has expired; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a
conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Company and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or
(iv) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy,
readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Company or of or relating to
all or substantially all of its property; or
(v) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(vi) Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty
(30) days; or
(vii) the Company attempts to assign its right to servicing compensation hereunder or the Company attempts, without the
consent of the Purchaser, to sell or otherwise dispose of all or substantially all of its property or assets or to assign this
Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof; or
(viii) the Company ceases to be (a) licensed to service first lien residential mortgage loans in any jurisdiction in which
a Mortgaged Property is located and such licensing is required, and (b) qualified to transact business in any jurisdiction where it
is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Company's ability to
perform its obligations hereunder; or
(ix) the Company fails to meet the eligibility criteria set forth in the last sentence of Section 8.02; or
(x) failure by the Company to duly perform, within the required time period, its obligations under Section 6.04, 6.05 or
6.07, which failure continues unremedied for a period of fifteen (15) days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Company by any party to this Agreement or by the Master Servicer.
Then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice
in writing to the Company (except in the case of an Event of Default under clauses (iii), (iv) or (v) above, in which case,
automatically and without notice) Company may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and
at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the
Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the
same. On or after the receipt by the Company of such written notice (or, in the case of an Event of Default under clauses (iii),
(iv) or (v) above, in which case, automatically and without notice), all authority and power of the Company under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section
11.01. Upon written request from the Purchaser, the Company shall prepare, execute and deliver, any and all documents and other
instruments, place in such successor's possession all Mortgage Files, and do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise, at the Company's sole expense. The Company agrees to cooperate with the
Purchaser and such successor in effecting the termination of the Company's responsibilities and rights hereunder, including, without
limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the
Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.
Section 9.02 Waiver of Defaults.
The Purchaser may waive only by written notice any default by the Company in the performance of its obligations hereunder
and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent
or other default or impair any right consequent thereon except to the extent expressly so waived in writing.
ARTICLE XTERMINATIONSection 10.01 Termination.
The respective obligations and responsibilities of the Company shall terminate upon: (i) the later of the final
payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and the disposition of all remaining REO
Property and the remittance of all funds due hereunder; or (ii) by mutual consent of the Company and the Purchaser in writing; or
(iii) termination with cause under the terms of this Agreement; or (iv) at the Purchaser's option and upon written notice to the
Company, if any Mortgage Loan becomes 90 days or greater delinquent in payment of a scheduled Monthly Payment, but solely with
respect to such Mortgage Loan; or (v) at the Purchaser's option and upon written notice to the Company, if the sum of all Mortgage
Loans that are 90 days or greater delinquent in payment of a scheduled Monthly Payment, (including those Mortgage Loans subject to
bankruptcy, currently in foreclosure and any REO Properties), exceeds 7% of the aggregate total principal amount of all Mortgage
Loans serviced hereunder; provided, however, that the Purchaser shall not have the right to terminate the Company if such
delinquencies, bankruptcies and REO properties are resulting from acts beyond the Company's control, including, but not limited to,
acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, nationalization, expropriation, currency restrictions,
communication line failures, power failures, earthquakes or other natural disasters. For termination in accordance with clause (iv)
of this subsection, the Company shall be deemed to have been terminated with cause and the provisions of Section 9.01 shall apply
with respect to such termination. For termination in accordance with clause (v) of this subsection, the Company shall remain as
"Company" under this Agreement, however servicing shall transfer to the Purchaser or its designee as subservicer for the Company, in
accordance with a subservicing agreement to be provided to the Company by the Purchaser, and the Purchaser shall be paid a
subservicing fee of 10 basis points for such subservicing. Simultaneously with any such termination and the transfer of servicing
hereunder, the Company shall be entitled to be reimbursed for any outstanding Servicing Advances and Monthly Advances.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Successor to the Company.
Prior to termination of Company's responsibilities and duties under this Agreement pursuant to Sections 4.13, 8.04, 9.01,
10.01 (ii) or (iii), the Purchaser shall (i) succeed to and assume all of the Company's responsibilities, rights, duties and
obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 8.02 hereof and which
shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior
to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment
and assumption, the Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as
the Purchaser and such successor shall agree. In the event that the Company's duties, responsibilities and liabilities under this
Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge such duties and responsibilities
during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of
diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair
or prejudice the rights or financial condition of its successor. The resignation or removal of Company pursuant to the
aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall in no
event relieve the Company of the representations and warranties made pursuant to Sections 3.01, 3.02 and 3.03 and the remedies
available to the Purchaser thereunder and under Section 8.01, it being understood and agreed that the provisions of such Sections
3.01, 3.02, 3.03 and 8.01 shall be applicable to the Company notwithstanding any such resignation or termination of the Company, or
the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Purchaser an
instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement.
Any termination or resignation of the Company or this Agreement pursuant to Section 4.13, 8.04, 9.01 or 10.01 shall not affect any
claims that the Purchaser may have against the Company arising prior to any such termination or resignation.
The Company shall promptly deliver to the successor the funds in the Custodial Account and the Escrow Account and the
Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company
shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely
vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company.
Within ten (10) Business Days of the execution and delivery of such instruments, the successor shall reimburse the Company for
unrecovered Servicing Advances which the successor retains hereunder and which would otherwise have been recovered by the Company
pursuant to this Agreement but for the appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Purchaser of such appointment.
Section 11.02 Amendment.
This Agreement may be amended from time to time by the Company and the Purchaser by written agreement signed by the Company
and the Purchaser.
Section 11.03 Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for
real property records in all the counties or other comparable jurisdictions in which any of the properties subject to the Mortgages
are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Company at
the Company's expense on direction of the Purchaser accompanied by an opinion of counsel to the effect that such recordation
materially and beneficially affects the interest of the Purchaser or is necessary for the administration or servicing of the Mortgage
Loans.
Section 11.04 Governing Law.
This Agreement and the related Term Sheet shall be governed by and construed in accordance with the laws of the State of New
York except to the extent preempted by Federal law. The obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
Section 11.05 Notices.
Any demands, notices or other communications permitted or required hereunder shall be in writing and shall be deemed
conclusively to have been given if personally delivered at or mailed by registered mail, postage prepaid, and return receipt
requested or certified mail, return receipt requested, or transmitted by telex, telegraph or telecopier and confirmed by a similar
mailed writing, as follows:
(i) if to the Company:
HomeBanc Mortgage Corporation
2002 Summit Boulevard, Suite 100
Atlanta, GA30319 Attention:
Debra F. Watkins, EVP Capital Markets & Treasury
Telecopier No.: (404) 705-2301
With a copy to:
HomeBanc Mortgage Corporation
2002 Summit Boulevard, Suite 100
Atlanta, GA30319
Attention: General Counsel
Telecopier No.: (404) 303-4069
(ii) if to the Purchaser:
EMC Mortgage Corporation
Mac Arthur Ridge II,
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ms. Raylene Ruyle
Telecopier No.:
With a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York10179
Attention: Michelle Sterling
or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice or communication
hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced,
in the case of registered or certified mail, by the date noted on the return receipt).
Section 11.06 Severability of Provisions.
Any part, provision, representation or warranty of this Agreement and the related Term Sheet which is prohibited or which is
held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable
or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To
the extent permitted by applicable law, the parties hereto waive any provision of law that prohibits or renders void or unenforceable
any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party
of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good faith, to develop a
structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such
invalidity.
Section 11.07 Exhibits.
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.
Section 11.08 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the
plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles;
(iii) references herein to "Articles", "Sections", Subsections", "Paragraphs", and other subdivisions without reference to
a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in
the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
(v) the words "herein", "hereof ", "hereunder" and other words of similar import refer to this Agreement as a whole and
not to any particular provision;
(vi) the term "include" or "including" shall mean without limitation by reason of enumeration; and
(vii) headings of the Articles and Sections in this Agreement are for reference purposes only and shall not be deemed to
have any substantive effect.
Section 11.09 Reproduction of Documents.
This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and modifications
which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial statements, certificates
and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence.
Section 11.10 Confidentiality of Information.
Each party recognizes that, in connection with this Agreement, it may become privy to non-public information regarding the
financial condition, operations and prospects of the other party. Each party agrees to keep all non-public information regarding the
other party strictly confidential, and to use all such information solely in order to effectuate the purpose of the Agreement,
provided that each party may provide confidential information to its employees, agents and affiliates who have a need to know such
information in order to effectuate the transaction, provided further that such information is identified as confidential non-public
information. In addition, confidential information may be provided to a regulatory authority with supervisory power over Purchaser,
provided such information is identified as confidential non-public information.
Section 11.11 Recordation of Assignments of Mortgage.
For each Mortgage Loan that is not a MERS Mortgage Loan, to the extent permitted by applicable law, each of the Assignments
is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by and at the Company's expense in the event recordation is either necessary under
applicable law or requested by the Purchaser at its sole option.
Section 11.12 Assignment.
The Purchaser shall have the right, without the consent of the Company, to assign, in whole or in part, its interest under this
Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser
hereunder, by executing an Assignment and Assumption Agreement substantially in the form of Exhibit D hereto and the assignee or
designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. In no event
shall Purchaser sell a partial interest in any Mortgage Loan without the written consent of Company, which consent shall not be
unreasonably denied. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee. The
Company shall have the right, only with the consent of the Purchaser or otherwise in accordance with this Agreement, to assign,
in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans.
Section 11.13 No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto
and the services of the Company shall be rendered as an independent contractor and not as agent for Purchaser.
Section 11.14 Execution: Successors and Assigns.
This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts,
each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same
agreement. Subject to this Agreement shall inure to the benefit of and be binding upon the Company and the Purchaser and their
respective successors and assigns.
Section 11.15 Entire Agreement.The Company acknowledges that no representations, agreements or promises were made to the Company by the Purchaser or any of
its employees other than those representations, agreements or promises specifically contained herein and in the Confirmation. The
Confirmation and this Agreement and the related Term Sheet sets forth the entire understanding between the parties hereto; provided,
however, only this Agreement and the related Term Sheet shall be binding upon all successors of both parties. In the event of any
inconsistency between the Confirmation and this Agreement, this Agreement and the related Term Sheet shall control.
Section 11.16. No Solicitation.
From and after the Closing Date, the Company agrees that it will not take any action or permit or cause any action to be
taken by any of its agents or affiliates, to personally, by telephone or mail, solicit the borrower or obligor under any Mortgage
Loan to refinance the Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. Notwithstanding the
foregoing, it is understood and agreed that (i) promotions undertaken by the Company or any affiliate of the Company which are
directed to the general public at large, or segments thereof, provided that no segment shall consist primarily of the Mortgage Loans,
including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television
advertisements and (ii) responses to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor, shall not
constitute solicitation under this Section 11.16. This Section 11.16 shall not be deemed to preclude the Company or any of its
affiliates from soliciting any Mortgagor for any other financial products or services. The Company shall use its best efforts to
prevent the sale of the name of any Mortgagor to any Person who is not an affiliate of the Company, other than as permitted by law.
Section 11.17. Closing.
The closing for the purchase and sale of the Mortgage Loans shall take place on the related Closing Date. The closing shall
be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the
parties shall agree.
The closing for the Mortgage Loans to be purchased on the related Closing Date shall be subject to each of the following
conditions:
(a) at least one (1) Business Day prior to the related Closing Date, the Company shall deliver to the Purchaser a
magnetic diskette, or transmit by modem, a listing on a loan-level basis of the information contained in the related Mortgage Loan
Schedule attached to the related Term Sheet;
(b) all of the representations and warranties of the Company under this Agreement shall be materially true and correct
as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a
material default under this Agreement;
(c) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all documents
required pursuant to this Agreement, the related Term Sheet, an opinion of counsel and an officer's certificate, all in such forms as
are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to
the terms hereof;
(d) the Company shall have delivered and released to the Purchaser (or its designee) on or prior to the related Closing
Date all documents required pursuant to the terms of this Agreement and the related Term Sheet; and
(e) all other terms and conditions of this Agreement, the related Term Sheet and the Confirmation shall have been
materially complied with.
Subject to the foregoing conditions, the Purchaser shall pay to the Company on the related Closing Date the Purchase Price,
plus accrued interest pursuant to Section 2.02 of this Agreement, by wire transfer of immediately available funds to the account
designated by the Company.
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the related Closing
Date, on one or more dates (each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more pass-through transfers (each, a
"Pass-Through Transfer").
The Company agrees to execute in connection with any agreements among the Purchaser, the Company, and any servicer in
connection with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D
hereto, or, at Purchaser's request, a seller's warranties and servicing agreement or a participation and servicing agreement or
similar agreement in form and substance reasonably acceptable to the parties, and in connection with a Pass-Through Transfer, a
pooling and servicing agreement in form and substance reasonably acceptable to the parties, (collectively the agreements referred to
herein are designated, the "Reconstitution Agreements"). It is understood that any such Reconstitution Agreements will not contain
any greater obligations on the part of Company than are contained in this Agreement.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Purchaser, the Company agrees
(1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence
procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser; (3) to restate the
representations and warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date"). In that connection, the Company shall provide to such servicer or issuer, as the
case may be, and any other participants in such Reconstitution: (i) any and all information (including servicing portfolio
information) and appropriate verification of information (including servicing portfolio information) which may be reasonably
available to the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other
participant shall request upon reasonable demand; and (ii) such additional representations, warranties, covenants, opinions of
counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably agreed upon by the
Company and the Purchaser or any such other participant. In connection with each Pass-Through Transfer, the Company agrees to
provide reasonable and customary indemnification to the Purchaser and its affilates for disclosure contained in any offering document
relating to the Company or its affilates, the Mortgage Loans and the underwriting standards of the Mortgage Loans. The Purchaser
shall be responsible for the costs relating to the delivery of such information. All reasonable and customary costs, fees and
expenses incurred by Company pursuant to this provision shall be reimbursed to it and be deemed a condition precedent to its
execution of any Reconstitution Agreement(s).
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance
with the terms of, this Agreement and the related Term Sheet, and with respect thereto this Agreement and the related Term Sheet
shall remain in full force and effect.
IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION
Purchaser
By:________________________
Name:
Title:
HOMEBANC MORTGAGE CORPORATION
Company
By: _______________________
Name: Debra F. Watkins
Title: Executive Vice President
EXHIBIT A
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available
for inspection by the Purchaser, and which shall be retained by the Company in the Servicing File or delivered to the Purchaser or
its designee pursuant to Sections 2.04 and 2.05 of the Purchase, Warranties and Servicing Agreement.
1. The original Mortgage Note endorsed "Pay to the order of ____________________________________________________, without
recourse," and signed via original signature in the name of the Company by an authorized officer, with all intervening endorsements
showing a complete chain of title from the originator to the Company, together with any applicable riders. In no event may an
endorsement be a facsimile endorsement. If the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by
"[Company], successor by merger to the [name of predecessor]". If the Mortgage Loan was acquired or originated by the Company while
doing business under another name, the endorsement must be by "[Company] formerly known as [previous name]". Mortgage Notes may be
in the form of a lost note affidavit subject to Purchaser acceptability.
2. Except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage with
evidence of recording thereon. If in connection with any Mortgage Loan that is not a MERS Mortgage Loan, the Company cannot deliver
or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of
a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has
been lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or cause to be
delivered to the Purchaser a photocopy of such Mortgage together with (i) in the case of a delay caused by the public recording
office, an Officer's Certificate of the title insurer insuring the Mortgage stating that such Mortgage has been delivered to the
appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by
such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the
Purchaser upon receipt thereof by the Company; or (ii) in the case of a Mortgage where a public recording office retains the original
recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage
with the recording information thereon certified by such public recording office to be a true and complete copy of the original
recorded Mortgage. With respect to each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage
Loans and either language indicating that the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination,
the original Mortgage and the assignment thereof to MERS, with evidence of recording indicated thereon, or a copy of the Mortgage
certified by the public recording office in which such Mortgage has been recorded;
3. The original or certified copy, certified by the Company, of the Primary Mortgage Insurance Policy, if required.
4. In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original Assignment of Mortgage, from the
Company to "Mortgage Electronic Registration Systems, Inc., its successors and assigns, as nominee for EMC Mortgage Corporation, its
successors and assigns, P.O. Box 2026, Flint, Michigan48501-2026," or otherwise in accordance with Purchaser's instructions, which
assignment of mortgage shall, but for any blanks requested by Purchaser, be in form and substance acceptable for recording. If the
Mortgage Loan was acquired or originated by the Company while doing business under another name, the Assignment must be by "[Company]
formerly known as [previous name]". If the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by
"[Company], successor by merger to the [name of predecessor]". None of the Assignments are blanket assignments of mortgage;
5. The original policy of title insurance, including riders and endorsements thereto, or if the policy has not yet been
issued, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company.
6. In the case of each Mortgage Loan that is not a MERS Mortgage Loan, originals of all recorded intervening
Assignments, or copies thereof, certified by the public recording office in which such Assignments have been recorded showing a
complete chain of title from the originator to the Company, with evidence of recording thereon, or a copy thereof certified by the
public recording office in which such Assignment has been recorded or, if the original Assignment has not been returned from the
applicable public recording office, a true certified copy, certified by the Company.
7. Originals, or copies thereof certified by the public recording office in which such documents have been recorded, of
each assumption, extension, modification, written assurance or substitution agreements, if applicable, or if the original of such
document has not been returned from the applicable public recording office, a true certified copy, certified by the Company.
8. If the Mortgage Note or Mortgage or any other material document or instrument relating to the Mortgage Loan has been
signed by a person on behalf of the Mortgagor, the original or copy of power of attorney or other instrument that authorized and
empowered such person to sign bearing evidence that such instrument has been recorded, if so required in the appropriate jurisdiction
where the Mortgaged Property is located, or a copy thereof certified by the public recording office in which such instrument has been
recorded or, if the original instrument has not been returned from the applicable public recording office, a true certified copy,
certified by the Company.
9. reserved.
10. Mortgage Loan closing statement (Form HUD-1) and any other truth-in-lending or real estate settlement procedure
forms required by law.
11. Residential loan application.
12. Uniform underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable equivalent.
13. Credit report on the mortgagor.
14. Business credit report, if applicable.
15. Residential appraisal report and attachments thereto.
16. The original of any guarantee executed in connection with the Mortgage Note.
17. Verification of employment and income except for Mortgage Loans originated under a limited documentation program,
all in accordance with Company's underwriting guidelines.
18. Verification of acceptable evidence of source and amount of down payment, in accordance with Company's underwriting
guidelines.
19. Photograph of the Mortgaged Property (may be part of appraisal).
20. Survey of the Mortgaged Property, if any.
21. Sales contract, if applicable.
22. If available, termite report, structural engineer's report, water portability and septic certification.
23. Any original security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.
24. Name affidavit, if applicable.
Notwithstanding anything to the contrary herein, Company may provide one certificate for all of the Mortgage Loans
indicating that the documents were delivered for recording.
EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
______________, 2004
To: [_______________________]
(the "Depository")
As "Company" under the Purchase, Warranties and Servicing Agreement, dated as of January 1, 2004 Adjustable Rate Mortgage
Loans (the "Agreement"), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04
of the Agreement, to be designated as "[______________________________________], in trust for the [Purchaser], Owner of Adjustable
Rate Mortgage Loans". All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This
letter is submitted to you in duplicate. Please execute and return one original to us.
[__________________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above described account has been established under Account
Number [__________], at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided
above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as
defined in the Agreement.
[___________________________]
By:____________________________
Name:__________________________
Title:_________________________
EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
_____________, 2004
To: [_______________________]
(the "Depository")
As "Company" under the Purchase Warranties and Servicing Agreement, dated as of January 1, 2004 Adjustable Rate Mortgage
Loans (the "Agreement"), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.06
of the Agreement, to be designated as "[__________________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage
Loans, and various Mortgagors." All deposits in the account shall be subject to withdrawal therefrom by order signed by the
Company. This letter is submitted to you in duplicate. Please execute and return one original to us.
[_____________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above described account has been established under Account
Number __________, at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided
above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as
defined in the Agreement.
[______________________]
By:______________________________
Name:____________________________
Title:___________________________
EXHIBIT D
FORM OF PURCHASE, ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is a Purchase, Assignment, Assumption and Recognition Agreement (this "PAAR Agreement") made as of __________, 200__,
among EMC Mortgage Corporation (the "Assignor"), ___________________ (the "Assignee"), and HomeBanc Mortgage Corporation (the
"Company").
In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans (the
"Assigned Loans") listed on Attachment 1 annexed hereto (the "Assigned Loan Schedule") now serviced by Company for Assignor and its
successors and assigns pursuant to the Purchase, Warranties and Servicing Agreement, dated as of _________, 200__, between Assignor
and Company (the "Purchase Agreement") shall be subject to the terms of this PAAR Agreement. Capitalized terms used herein but not
defined shall have the meanings ascribed to them in the Purchase Agreement.
Purchase, Assignment and Assumption
1. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor in the
Assigned Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to and under the Purchase
Agreement.
2. Simultaneously with the execution hereof, (i) Assignee shall pay to Assignor the "Funding Amount" as set forth in
that certain letter agreement, dated as of _________ ____, between Assignee and Assignor (the "Confirmation") and (ii) Assignor, at
its expense, shall have caused to be delivered to Assignee or its designee the Mortgage File for each Assigned Loan in Assignor's or
its custodian's possession, as set forth in the Purchase Agreement, along with, for each Assigned Loan, an endorsement of the
Mortgage Note from the applicable Company, in blank, and an assignment of mortgage in recordable form from the applicable Company, in
blank. Assignee shall pay the Funding Amount by wire transfer of immediately available funds to the account specified by Assignor.
Assignee shall be entitled to all scheduled payments due on the Assigned Loans after ___________, 200__ and all unscheduled payments
or other proceeds or other recoveries on the Assigned Loans received on and after _____________, 200__.
Representations, Warranties and Covenants
3. Assignor warrants and represents to Assignee and Company as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full
force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has
any notice of termination been given thereunder;
(b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of
its interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear from any and
all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good
title to each and every Assigned Loan, as well as any and all of Assignee's interests, rights and obligations under the Purchase
Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;
(c) There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the
Purchase Agreement;
(d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any
Assigned Loan;
(e) Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;
(f) Assignor has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignor's business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignor. This PAAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and
delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;
(h) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this PAAR
Agreement, or the consummation by it of the transactions contemplated hereby; and
(i) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned
Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the
Securities Act of 1933, as amended (the "1933 Act") or which would render the disposition of the Assigned Loans a violation of
Section 5 of the 1933 Act or require registration pursuant thereto.
4. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
(a) Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization and has all requisite power and authority to acquire, own and purchase the Assigned Loans;
(b) Assignee has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignee's business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and
delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;
(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this
PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and
(d) Assignee agrees to be bound as "Purchaser" by all of the terms, covenants and conditions of the Purchase Agreement
with respect to the Assigned Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor and
Company all of Assignor's obligations as "Purchaser" thereunder but solely with respect to such Assigned Loans.
5. Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is
in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect,
nor has any notice of termination been given thereunder;
(b) Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under
the Purchase Agreement;
(g) Company has full corporate power and authority to execute, deliver and perform its obligations under this PAAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Company's business and will not conflict with, or result in a breach of, any
of the terms, conditions or provisions of Company's charter or by-laws or any legal restriction, or any material
agreement or instrument to which Company is now a party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which Company or its property is subject. The execution,
delivery and performance by Company of this PAAR Agreement and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action on part of Company. This PAAR
Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery
by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against
Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and
by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
(h) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignee in connection with the execution, delivery or performance by Company of
this PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and
(i) Except as otherwise disclosed, no event has occurred from the Closing Date to the date hereof which would render the
representations and warranties as to the related Assigned Loans made by the Company in Sections 3.01 and 3.02 of the
Purchase Agreement to be untrue in any material respect.
Recognition of Assignee
6. From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans and will service the
Assigned Loans in accordance with the Purchase Agreement. It is the intention of Assignor, Company and Assignee that this PAAR
Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company
nor Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase
Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior
written consent of Assignee.
Miscellaneous
7. All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this PAAR
Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid, as follows:
(a) In the case of Company,
HomeBanc Mortgage Corporation
2002 Summit Boulevard, Suite 100
Atlanta, GA30319
Attention: Debra F. Watkins, EVP Capital Markets & Treasury
Telecopier No.: (404) 705-2301
With a copy to
HomeBanc Mortgage Corporation
2002 Summit Boulevard, Suite 100
Atlanta, GA30319
Attention: General Counsel
Telecopier No.: (404) 303-4069
(c) In the case of Assignor,
____________________
____________________
____________________
____________________
____________________
(c) In the case of Assignee,
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ms. Raylene Ruyle
Telecopier No.:
with a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York10179
Attention: Michelle Sterling
8. Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the negotiations for,
documenting of and closing of the transactions contemplated by this PAAR Agreement.
9. This PAAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to
conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
10. No term or provision of this PAAR Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.
11. This PAAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into
which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
12. This PAAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Purchase Agreement to
the extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement.
13. This PAAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed
to be an original and all such counterparts shall constitute one and the same instrument.
14. In the event that any provision of this PAAR Agreement conflicts with any provision of the Purchase Agreement with
respect to the Assigned Loans, the terms of this PAAR Agreement shall control. In the event that any provision of this PAAR
Agreement conflicts with any provision of the Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall
control. Notwithstanding anything to the contrary herein contained, the parties hereto understand and agree that no provision of the
PAAR Agreement imposes upon the Company any duty or obligation greater than that referenced or otherwise recited in the Purchase
Agreement.
[Modification of Purchase Agreement
16. The Company and Assignor hereby amend the Purchase Agreement as follows:
(a) The following definitions are added to Section 1.01 of the Purchase Agreement:
Securities Administrator: ________________________
Supplemental PMI Insurer: ________________________
Supplemental PMI Policy: The primary guarantee insurance policy of the Supplemental PMI Insurer attached hereto as Exhibit
J, or any successor Supplemental PMI Policy given to the Servicer by the Assignee.
Trustee: ________________________
(b) The following definition is amended and restated:
Insurance Proceeds: Proceeds of any Primary Mortgage Insurance Policy, the Supplemental PMI Policy, any title policy,
any hazard insurance policy or any other insurance policy covering a Mortgage Loan or other related Mortgaged Property,
including any amounts required to be deposited in the Custodial Account pursuant to Section 4.04, to the extent such proceeds
are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with
Accepted Servicing Practices.
(c) The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:
"In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the Supplemental PMI Insurer with respect to the Supplemental PMI Policy and, in this regard, to take such
action as shall be necessary to permit recovery under any Supplemental PMI Policy respecting a defaulted Mortgage Loan. Pursuant to
Section 4.04, any amounts collected by the Company under any Supplemental PMI Policy shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05.
In accordance with the Supplemental PMI Policy, the Company shall provide to the Supplemental PMI Insurer any required
information regarding the Mortgage Loans.
The Company shall provide to the [Securities Administrator] on a monthly basis via computer tape, or other mutually
acceptable format, the unpaid principal balance, insurer certificate number, lender loan number, and premium due the Supplemental PMI
Insurer for each Mortgage Loan covered by the Supplemental PMI Policy. In addition, the Company agrees to forward to the Purchaser
and the [Securities Administrator] any statements or other reports given by the Supplemental PMI Insurer to the Servicer in
connection with a claim under the Supplemental PMI Policy."
(d) Clause (vi) of Section 6.1 is amended to read as follows:
"Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty (30)
days, or the Company fails to meet the servicer eligibility requirements of the Supplemental PMI Insurer; or"]
IN WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
Assignor
By:_____________________________
Name:___________________________
Title:__________________________
_________________________________
Assignee
By:_____________________________
Name:___________________________
Title:__________________________
HOMEBANC MORTGAGE CORPORATION
Company
By:____________________________________
Name: Debra F. Watkins
Title: Executive Vice President
EXHIBIT G
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
RE: Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________
Pursuant to a Purchase, Warranties and Servicing Agreement (the "Agreement") between the Company and the Purchaser, the undersigned
hereby certifies that he or she is an officer of the Company requesting release of the documents for the reason specified below. The
undersigned further certifies that:
(Check one of the items below)
_____ On _________________, the above captioned mortgage loan was paid in full or that the Company has been notified that payment
in full has been or will be escrowed. The Company hereby certifies that all amounts with respect to this loan which are required
under the Agreement have been or will be deposited in the Custodial Account as required.
_____ The above captioned loan is being repurchased pursuant to the terms of the Agreement. The Company hereby certifies that the
repurchase price has been credited to the Custodial Account as required under the Agreement.
_____ The above captioned loan is being placed in foreclosure and the original documents are required to proceed with the
foreclosure action. The Company hereby certifies that the documents will be returned to the Purchaser in the event of reinstatement.
_____ Other (explain)
_______________________________________________________
_______________________________________________________
All capitalized terms used herein and not defined shall have the meanings assigned to them in the Agreement.
Based on this certification and the indemnities provided for in the Agreement, please release to the Company all original
mortgage documents in your possession relating to this loan.
Dated:_________________
By:________________________________
Signature
___________________________________
Title
3
Send documents to: _____________________________________________
_____________________________________________
_____________________________________________
Acknowledgement:
Purchaser hereby acknowledges that all original documents previously released on the above captioned mortgage loan have
been returned and received by the Purchaser.
Dated:________________
By:________________________________
Signature
_______________________________
Title
4
EXHIBIT H
COMPANY'S UNDERWRITING GUIDELINES
5
EXHIBIT I
TERM SHEET
This TERM SHEET (the "Term Sheet") dated _____________, between HomeBanc Mortgage Corporation, a Delaware corporation,
located at 2002 Summit Boulevard, Suite 100, Atlanta, GA30319 (the "Company") and EMC Mortgage Corporation, a Delaware corporation,
located at ______________ (the "Purchaser") is made pursuant to the terms and conditions of that certain Purchase, Warranties and
Servicing Agreement (the "Agreement") dated as of January 1, 2004, between the Company and the Purchaser, the provisions of which are
incorporated herein as if set forth in full herein, as such terms and conditions may be modified or supplemented hereby. All
initially capitalized terms used herein unless otherwise defined shall have the meanings ascribed thereto in the Agreement.
The Purchaser hereby purchases from the Company and the Company hereby sells to the Purchaser, all of the Company's right,
title and interest in and to the Mortgage Loans described on the Mortgage Loan Schedule annexed hereto as Schedule I, pursuant to and
in accordance with the terms and conditions set forth in the Agreement, as same may be supplemented or modified hereby. Hereinafter,
the Company shall service the Mortgage Loans for the benefit of the Purchaser and all subsequent transferees of the Mortgage Loans
pursuant to and in accordance with the terms and conditions set forth in the Agreement.
1. Definitions
For purposes of the Mortgage Loans to be sold pursuant to this Term Sheet, the following terms shall have the following
meanings:
Aggregate Principal Balance
(as of the Cut-Off Date):
Closing Date:Custodian:Cut-off Date:
Initial Weighted Average
Mortgage Loan Remittance Rate:
Mortgage Loan:
Purchase Price Percentage:
Servicing Fee Rate:
6
Additional Closing Conditions:
In addition to the conditions specified in the Agreement, the obligation of each of the Company and the Purchaser is subject to the
fulfillment, on or prior to the applicable Closing Date, of the following additional conditions: [None].
Additional Loan Documents:
In addition to the contents of the Mortgage File specified in the Agreement, the following documents shall be delivered with respect
to the Mortgage Loans: [None]
[Additional] [Modification] of Representations and Warranties:
[In addition to the representations and warranties set forth in the Agreement, as of the date hereof, the Company makes the
following additional representations and warranties with respect to the Mortgage Loans: [None]. [Notwithstanding anything to
the contrary set forth in the Agreement, with respect to each Mortgage Loan to be sold on the Closing Date, the representation
and warranty set forth in Section ______ of the Agreement shall be modified to read as follows:]
Except as modified herein, Section ______ of the Agreement shall remain in full force and effect as of the date hereof.
7
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective duly
authorized officers as of the date first above written.
HOMEBANC MORTGAGE CORPORATION
By:______________________________
Name:____________________________
Title:___________________________
EMC MORTGAGE CORPORATION
By:______________________________
Name:____________________________
Title:___________________________
8
AMENDED AND RESTATED AMENDMENT NUMBER ONE
to the
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of January 27, 2006
among
EMC MORTGAGE CORPORATION,
as Purchaser
and
HOMEBANC MORTGAGE CORPORATION,
as Company
This AMENDED AND RESTATED AMENDMENT NUMBER ONE (this "Amendment") is made and entered into this 27th day of January, 2006,
by and between EMC Mortgage Corporation, a Delaware corporation, as purchaser (the "Purchaser") and HomeBanc Mortgage Corporation, as
company (the "Company") in connection with the Purchase, Warranties and Servicing Agreement, dated as of January 1, 2004, between the
above mentioned parties (the "Agreement"). This Amendment is made pursuant to Section 11.02 of the Agreement.
RECITALS
WHEREAS, the parties hereto have entered into the Agreement;
WHEREAS, the Agreement provides that the parties thereto may enter into an amendment to the Agreement;
WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment;
WHEREAS, the Agreement provides that the Agreement may be amended from time to time by the Company and the Purchaser by
written agreement signed by the Company and the Purchaser; and
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the
Agreement.
ii
2. Article I of the Agreement is hereby amended effective as of the date hereof by adding the following definitions to
Section 1.01:
Commission or SEC: The Securities and Exchange Commission.
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Master Servicer: With respect to any Securitization Transaction, the "master servicer," if any, identified in the related
transaction documents.
Pass-Through Transfer: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans
directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated
mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on
which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part,
of some or all of the Mortgage Loans.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided that the following conditions
are satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Company and such Person that contemplated
that such Person would underwrite mortgage loans from time to time, for sale to the Company, in accordance with underwriting
guidelines designated by the Company ("Designated Guidelines") or guidelines that do not vary materially from such Designated
Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the Company
within 180 days after origination; (iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated,
used by the Company in origination of mortgage loans of the same type as the Mortgage Loans for the Company's own account or (y) the
Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for
use by lenders in originating mortgage loans to be purchased by the Company; and (iv) the Company employed, at the time such Mortgage
Loans were acquired by the Company, pre-purchase or post-purchase quality assurance procedures (which may involve, among other
things, review of a sample of mortgage loans purchased during a particular time period or through particular channels) designed to
ensure that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company.
Regulation AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as amended from
time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.
iii
Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage
Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or
unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the
payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole
or in part, of some or all of the Mortgage Loans.
Servicing Criteria: As of any date of determination, the "servicing criteria" set forth in Item 1122(d) of Regulation AB,
or any amendments thereto, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit M for
convenience of reference only. In the event of a conflict or inconsistency between the terms of Exhibit M and the text of Item
1122(d) of Regulation AB, the text of Item 1122(d) of Regulation AB shall control (or those Servicing Criteria otherwise mutually
agreed to by the Purchaser, the Company and any Person that will be responsible for signing any Sarbanes Certification with respect
to a Securitization Transaction in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit M).
Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as "servicing"
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Company
or a Subservicer.
Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the
Company.
3. Article I of the Agreement is hereby amended effective as of the date hereof by deleting in its entirety the
definition of Subservicer in Section 1.01 and replacing it with the following:
Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any Subservicer and is responsible for the
performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Company under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB. Any subservicer shall meet the qualifications set forth in Section 4.01.
4. Article III of the Agreement is hereby amended effective as of the date hereof by revising Section 3.01(n) as
follows (new text underlined):
iv
(n) Company has delivered to the Purchaser financial statements of its parent, for its last two complete fiscal years.
All such financial information fairly presents the pertinent results of operations and financial position for the period identified
and has been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes
thereto. There has been no change in the servicing policies and procedures, business, operations, financial condition, properties or
assets of the Company since the date of the Company's financial information that would have a material adverse effect on its ability
to perform its obligations under this Agreement;
5. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(p):
(p) As of the date of each Pass-Through Transfer, and except as has been otherwise disclosed to the Purchaser: (1) the
Company is not aware of and has not received notice that any default or servicing related performance trigger has occurred as to any
other securitization due to any act or failure to act of the Company; (2) no material noncompliance with applicable servicing
criteria as to any other securitization has been disclosed or reported by the Company; (3) the Company has not been terminated as
servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing
performance test or trigger; (4) no material changes to the Company's servicing policies and procedures for similar loans has
occurred in the preceding three years; (5) there are no aspects of the Company's financial condition that could have a material
adverse impact on the performance by the Company of its obligations hereunder; (6) there are no material legal proceedings pending,
or known to be contemplated by governmental authorities, against the Company; and (7) there are no affiliations, relationships or
transactions relating to the Company of a type that are described under Item 1119 of Regulation AB.
6. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(q):
(q) If so requested by the Purchaser or any Depositor on any date, the Company shall, within five Business Days
following such request, confirm in writing the accuracy of the representations and warranties set forth in Section 3.01(p) of this
Section or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate
disclosure of the pertinent facts, in writing, to the requesting party.
7. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(r):
(r) Notwithstanding anything to the contrary in the Agreement, the Company shall (or shall cause each Subservicer and
Third-Party Originator to) (i) within 2 Business Days of the related event, notify the Purchaser and any Depositor in writing of (A)
any material litigation or governmental proceedings pending against the Company, any Subservicer or any Third-Party Originator, (B)
any affiliations or relationships that develop following the closing date of a Pass-Through Transfer between the Company, any
Subservicer or any Third-Party Originator and any of the parties specified in clause (7) of paragraph (p) of this Section (and any
other parties identified in writing by the requesting party) with respect to such Pass-Through Transfer, (C) any Event of Default
under the terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the
assets of the Company, and (E) the Company's entry into an agreement with a Subservicer to perform or assist in the performance of
any of the Company's obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser and any
Depositor a description of such proceedings, affiliations or relationships.
v
All notification pursuant to this Section 3.01(r), other than those pursuant to Section 3.01(r)(i)(A), should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
With a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Notifications pursuant to Section 3.01(r)(i)(A) should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
With copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
vii
8. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(s):
(s) As a condition to the succession to the Company or any Subservicer as servicer or subservicer under this Agreement
or any Reconstitution Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated, or (ii)
which may be appointed as a successor to the Company or any Subservicer, the Company shall provide to the Purchaser and any
Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the
Purchaser and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to
the Purchaser and such Depositor, all information reasonably requested by the Purchaser or any Depositor in order to comply with its
reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.
9. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.02(xx):
With respect to each Mortgage Loan, information regarding the borrower credit files related to such Mortgage Loan has been
furnished to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable
implementing regulations.
10. Article IV of the Agreement is hereby amended effective as of the date hereof by adding this paragraph after the
first sentence of Section 4.01:
In addition, the Company shall furnish information regarding the borrower credit files related to such Mortgage Loan to
credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing
regulations.
11. Article IV of the Agreement is hereby amended effective as of the date hereof by revising the first paragraph of
Section 4.03 by adding the following after the first sentence:
In determining the delinquency status of any Mortgage Loan, the Company will use delinquency recognition policies as
described to and approved by the Purchaser, and shall revise these policies as requested by the Purchaser from time to time.
12. Article V of the Agreement is hereby amended effective as of the date hereof by deleting Section 5.02 in its
entirety and replacing it with the following:
Section 5.02 Statements to the Purchaser.
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The Company shall furnish (i) to the Purchaser before the related Mortgage Loans are reconstituted in any Securitization
Transaction, and (ii) to any Master Servicer after the related Mortgage Loans are reconstituted in any Securitization Transaction, an
individual loan accounting report, as of the last Business Day of each month, in the Company's assigned loan number order to document
Mortgage Loan payment activity on an individual Mortgage Loan basis. With respect to each month, the corresponding individual loan
accounting report shall be received by the Purchaser or such Master Servicer, as applicable, no later than the fifth Business Day of
the following month on a disk or tape or other computer-readable format in such format as may be mutually agreed upon by both
Purchaser or Master Servicer, as applicable, and Company, and no later than the fifth Business Day of the following month in hard
copy, and shall contain the following:
(i) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to principal
(including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or
premiums, along with a detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to interest;
(iii) with respect to each Mortgage Loan, the amount of servicing compensation received by the Company during the prior
distribution period;
(iv) the Stated Principal Balance of each Mortgage Loan and the aggregate Stated Principal Balance of all Mortgage Loans
as of the first day of the distribution period and the last day of the distribution period;
(v) with respect to each Mortgage Loan, the current Mortgage Interest Rate;
(vi) with respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds and REO Disposition Proceeds received during the prior distribution period;
(vii) with respect to each Mortgage Loan, the amount of any Prepayment Interest Shortfalls paid by the Company in
accordance with Section 4.04(viii) during the prior distribution period;
(viii) the beginning and ending balances of the Custodial Account and Escrow Account;
(ix) the number of Mortgage Loans as of the first day of the distribution period and the last day of the distribution
period;
(x) with respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage Loan (a) delinquent as grouped in
the following intervals through final liquidation of such Mortgage Loan: 30 to 59 days, 60 to 89 days, 90 days or more; (b) as to
which foreclosure has commenced; and (c) as to which REO Property has been acquired;
viii
(xi) with respect to each Mortgage Loan, the amount and severity of any realized loss following liquidation of such
Mortgage Loan;
(xii) with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans, the amount of any Monthly Advances
made by the Company during the prior distribution period;
(xiii) with respect to each Mortgage Loan, a description of any Servicing Advances made by the Company with respect to such
Mortgage Loan including the amount, terms and general purpose of such Servicing Advances, and the aggregate amount of Servicing
Advances for all Mortgage Loans during the prior distribution period;
(xiv) with respect to each Mortgage Loan, a description of any Nonrecoverable Advances made by the Company with respect to
such Mortgage Loan including the amount, terms and general purpose of such Nonrecoverable Advances, and the aggregate amount of
Nonrecoverable Advances for all Mortgage Loans during the prior distribution period;
(xv) with respect to each Mortgage Loan, a description of any Monthly Advances, Servicing Advances and Nonrecoverable
Advances reimbursed to the Company with respect to such Mortgage Loan during the prior distribution period pursuant to Section 4.05,
and the source of funds for such reimbursement, and the aggregate amount of any Monthly Advances, Servicing Advances and
Nonrecoverable Advances reimbursed to the Company for all Mortgage Loans during the prior distribution period pursuant to Section
4.05;
(xvi) with respect to any Mortgage Loan, a description of any material modifications, extensions or waivers to the terms,
fees, penalties or payments of such Mortgage Loan during the prior distribution period or that have cumulatively become material over
time;
(xvii) a description of any material breach of a representation or warranty set forth in Section 3.01 or Section 3.02
herein or of any other breach of a covenant or condition contained herein and the status of any resolution of such breach;
(xviii) with respect to each Mortgage Loan, the Stated Principal Balance of any substitute Mortgage Loan provided by the
Company and the Stated Principal Balance of any Mortgage Loan that has been replaced by a substitute Mortgage Loan in accordance with
Section 3.03 herein;
(xix) with respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage Loan that has been repurchased by
the Company in accordance with Section 3.03 herein.
In addition, the Company shall provide to the Purchaser or any Master Servicer, as applicable, such other information known
or available to the Company that is necessary in order to provide the distribution and pool performance information as required under
Item 1121 of Regulation AB, as amended from time to time, as determined by the Purchaser or such Master Servicer, as applicable, in
its reasonable discretion. The Company shall also provide a monthly report, in the form of Exhibit E hereto, or such other form as
is mutually acceptable to the Company, the Purchaser and any Master Servicer, Exhibit F with respect to defaulted mortgage loans and
Exhibit P, with respect to realized losses and gains, with each such report.
ix
The Company shall prepare and file any and all information statements or other filings required to be delivered to any
governmental taxing authority or to Purchaser or any Master Servicer, as applicable, pursuant to any applicable law with respect to
the Mortgage Loans and the transactions contemplated hereby. In addition, the Company shall provide Purchaser or any Master
Servicer, as applicable, with such information concerning the Mortgage Loans as is necessary for Purchaser or such Master Servicer to
prepare its federal income tax return as Purchaser may reasonably request from time to time.
In addition, not more than sixty (60) days after the end of each calendar year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable federal
income tax law as to the aggregate of remittances for the applicable portion of such year.
13. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.04 in its
entirety and replacing it with the following:
Section 6.04 Annual Statement as to Compliance; Annual Certification.
(a) The Company will deliver to the Purchaser, not later than March 1 of each calendar year beginning in 2007, an
Officers' Certificate acceptable to the Purchaser (an "Annual Statement of Compliance") stating, as to each signatory thereof, that
(i) a review of the activities of the Company during the preceding calendar year and of performance under this Agreement or other
applicable servicing agreement has been made under such officers' supervision and (ii) to the best of such officers' knowledge, based
on such review, the Company has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all
material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect,
specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such Annual Statement of
Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the
Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event
that the Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall
deliver an officer's certificate (an "Annual Certification") of the Subservicer as described above as to each Subservicer as and when
required with respect to the Company.
(b) With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, by March 1 of each calendar year
beginning in 2007, an officer of the Company shall execute and deliver an Annual Certification to the Purchaser, any Master Servicer
and any related Depositor for the benefit of each such entity and such entity's affiliates and the officers, directors and agents of
any such entity and such entity's affiliates, in the form attached hereto as Exhibit L. In the event that the Company has delegated
any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall deliver an Annual Certification
of the Subservicer as described above as to each Subservicer as and when required with respect to the Company.
x
(c) If the Company cannot deliver the related Annual Statement of Compliance or Annual Certification by March 1 of such
year, the Purchaser shall permit a cure period for the Company to deliver such Annual Statement of Compliance or Annual
Certification, but in no event later than March 10th of such year.
Failure of the Company to timely comply with this Section 6.04 shall be deemed an Event of Default, automatically, without
notice and without any further cure period, and Purchaser may, in addition to whatever rights the Purchaser may have under Sections
3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the
Company for the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this
Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary; provided
that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the
survival of certain rights or obligations following termination of the Company as servicer, such provision shall be given effect.
14. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.05 in its
entirety and replacing it with the following:
Section 6.05 [Reserved].
15. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting 6.07 in its entirety and
replacing it with the following:
Section 6.07 Assessment of Compliance with Servicing Criteria.
On and after January 1, 2006, the Company shall service and administer, and shall cause each subservicer to service or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, the Company shall deliver to the
Purchaser or its designee on or before March 1 of each calendar year beginning in 2007, a report (an "Assessment of Compliance")
reasonably satisfactory to the Purchaser regarding the Company's assessment of compliance with the Servicing Criteria during the
preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise
required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Company that contains
the following:
xi
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to
the Company;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing
Criteria applicable to the Company;
(c) An assessment by such officer of the Company's compliance with the applicable Servicing Criteria for the period
consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during
such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken
as a whole involving the Company, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Company's Assessment of
Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Company, which statement shall
be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Company,
that are backed by the same asset type as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form
of Exhibit O hereto delivered to the Purchaser concurrently with the execution of this Agreement.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, on or before March 1 of each calendar
year beginning in 2007, the Company shall furnish to the Purchaser or its designee a report (an "Attestation Report") by a registered
public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Company, as required by Rules 13a-18
and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required by the Master Servicer, which Attestation
Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight
Board.
The Company shall cause each Subservicer, and each Subcontractor determined by the Company pursuant to Section 11.19 to be
"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and any
Depositor an assessment of compliance and accountants' attestation as and when provided in Sections 6.07.
If the Company cannot deliver the related Assessment of Compliance or Attestation Report by March 1 of such year, the
Purchaser shall permit a cure period for the Company to deliver such Assessment of Compliance or Attestation Report, but in no event
later than March 10th of such year.
xii
Failure of the Company to timely comply with this Section 6.07 shall be deemed an Event of Default, automatically, without
notice and without any further cure period, and Purchaser may, in addition to whatever rights the Purchaser may have under Sections
3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the
Company for the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this
Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
16. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
6.08:
Section 6.08 Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that a purpose of Sections 3.01(p), 5.02, 6.04, 6.05, 6.07 and 11.18 of
this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules
and regulations of the Commission. None of the Purchaser, any Master Servicer or any Depositor shall exercise its right to request
delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Company and Purchaser
acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or
otherwise, and the Company agrees to comply with requests made by the Purchaser or any Depositor in good faith for delivery of
information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Pass-Through
Transfer, the Company shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or
designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the
good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of
Regulation AB, together with such disclosures relating to the Company, any Subservicer, any Third-Party Originator and the Mortgage
Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to
effect such compliance.
17. Article XI of the Agreement is hereby amended effective as of the date hereof by restating Section 11.18 in its
entirety as follows:
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the related Closing
Date, on one or more dates (each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
xiii
(a) one or more third party purchasers in one or more whole loan transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more Pass-Through Transfers.
The Company agrees to execute in connection with any agreements among the Purchaser, the Company, and any servicer in
connection with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D
hereto, or, at Purchaser's request, a seller's warranties and servicing agreement or a participation and servicing agreement or
similar agreement in form and substance reasonably acceptable to the parties, and in connection with a Pass-Through Transfer, a
pooling and servicing agreement in form and substance reasonably acceptable to the parties, (collectively the agreements referred to
herein are designated, the "Reconstitution Agreements"). It is understood that any such Reconstitution Agreements will not contain
any greater obligations on the part of Company than are contained in this Agreement. Notwithstanding anything to the contrary in
this Section 11.18, the Company agrees that it is required to perform the obligations described in Exhibit K hereto.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Purchaser, the Company agrees
(1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence
procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser; (3) to restate the
representations and warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date").
In addition, the Company shall provide to such servicer or issuer, as the case may be, and any other participants in such
Reconstitution:
(i) any and all information and appropriate verification of information which may be reasonably available to the
Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall
request upon reasonable demand;
(ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates
of public officials or officers of the Company as are reasonably agreed upon by the Company and the Purchaser or any such other
participant;
(iii) within 5 Business Days after request by the Purchaser, the information with respect to the Company (as originator)
and each Third-Party Originator of the Mortgage Loans as required under Item 1110(a) and (b) of Regulation AB, a summary of the
requirements of which has of the date hereof is attached hereto as Exhibit N for convenience of reference only, as determined by
Purchaser in its sole discretion. If requested by the Purchaser, this will include information about the applicable credit-granting
or underwriting criteria;
xiv
(iv) within 5 Business Days after request by the Purchaser, the Company shall provide (or, as applicable, cause each
Third-Party Originator to provide) Static Pool Information with respect to the mortgage loans (of a similar type as the Mortgage
Loans, as reasonably identified by the Purchaser as provided below) originated by (i) the Company, if the Company is an originator of
Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), and/or (ii) each Third-Party Originator.
Such Static Pool Information shall be prepared by the Company (or Third-Party Originator) on the basis of its reasonable, good faith
interpretation of the requirements of Item 1105(a)(1)-(3) and (c) of Regulation AB. To the extent that there is reasonably available
to the Company (or Third-Party Originator) Static Pool Information with respect to more than one mortgage loan type, the Purchaser or
any Depositor shall be entitled to specify whether some or all of such information shall be provided pursuant to this paragraph. The
content of such Static Pool Information may be in the form customarily provided by the Company, and need not be customized for the
Purchaser or any Depositor. Such Static Pool Information for each vintage origination year or prior securitized pool, as applicable,
shall be presented in increments no less frequently than quarterly over the life of the mortgage loans included in the vintage
origination year or prior securitized pool. The most recent periodic increment must be as of a date no later than 135 days prior to
the date of the prospectus or other offering document in which the Static Pool Information is to be included or incorporated by
reference. The Static Pool Information shall be provided in an electronic format that provides a permanent record of the information
provided, such as a portable document format (pdf) file, or other such electronic format reasonably required by the Purchaser or the
Depositor, as applicable;
(v) within 5 Business Days after request by the Purchaser, information with respect to the Company (as servicer) as
required by Item 1108(b) and (c) of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as
Exhibit N for convenience of reference only, as determined by Purchaser in its sole discretion. In the event that the Company has
delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall provide the
information required pursuant to this clause with respect to the Subservicer;
(vi) within 5 Business Days after request by the Purchaser,
(a) information regarding any legal proceedings pending (or known to be contemplated) against the Company (as
originator and as servicer) and each other originator of the Mortgage Loans and each Subservicer as required by Item 1117 of
Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit N for convenience
of reference only, as determined by Purchaser in its sole discretion,
(b) information regarding affiliations with respect to the Company (as originator and as servicer) and each other
originator of the Mortgage Loans and each Subservicer as required by Item 1119(a) of Regulation AB, a summary of the
requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of reference only, as determined
by Purchaser in its reasonable discretion, and
(c) information regarding relationships and transactions with respect to the Company (as originator and as servicer)
and each other originator of the Mortgage Loans and each Subservicer as required by Item 1119(b) and (c) of Regulation AB, a
summary of the requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of reference
only, as determined by Purchaser in its reasonable discretion;
xv
(vii) if so requested by the Purchaser, the Company shall provide (or, as applicable, cause each Third-Party Originator to
provide), at the expense of the requesting party (to the extent of any additional incremental expense associated with delivery
pursuant to this Agreement), such statements and agreed-upon procedures letters of certified public accountants reasonably acceptable
to the Purchaser or Depositor, as applicable, pertaining to Static Pool Information relating to prior securitized pools for
securitizations closed on or after January 1, 2006 or, in the case of Static Pool Information with respect to the Company's or
Third-Party Originator's originations or purchases, to calendar months commencing January 1, 2006, or to any financial information
included in any other disclosure provided under this Section 11.18, as the Purchaser or such Depositor shall reasonably request. Such
statements and letters shall be addressed to and be for the benefit of such parties as the Purchaser or such Depositor shall
designate, which may include, by way of example, any Sponsor, any Depositor and any broker dealer acting as underwriter, placement
agent or initial purchaser with respect to a Pass-Through Transfer. Any such statement or letter may take the form of a standard,
generally applicable document accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or
such Depositor;
(viii) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of
asset-backed securities, the Company shall (or shall cause each Subservicer and Third-Party Originator to) (i) provide prompt notice
to the Purchaser, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings
involving the Company, any Subservicer or any Third-Party Originator, (B) any affiliations or relationships that develop following
the closing date of a Securitization Transaction between the Company, any Subservicer or any Third-Party Originator and any of the
parties specified in clause (D) of paragraph (a) of this Section (and any other parties identified in writing by the requesting
party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any
Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Company, and (E) the
Company's entry into an agreement with a Subservicer to perform or assist in the performance of any of the Company's obligations
under this Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor a description of such
proceedings, affiliations or relationships;
(ix) As a condition to the succession to the Company or any Subservicer as servicer or subservicer under this Agreement or
any Reconstitution Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated, or (ii)
which may be appointed as a successor to the Company or any Subservicer, the Company shall provide to the Purchaser, any Master
Servicer, and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written
notice to the Purchaser and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably
satisfactory to the Purchaser and such Depositor, all information reasonably requested by the Purchaser or any Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities;
xvi
(x) In addition to such information as the Company, as servicer, is obligated to provide pursuant to other provisions of
this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of
any Securitization Transaction that includes any of the Mortgage Loans serviced by the Company or any Subservicer, the Company or
such Subservicer, as applicable, shall, to the extent the Company or such Subservicer has knowledge, provide to the party responsible
for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along
with all information, data, and materials related thereto as may be required to be included in the related distribution report on
Form 10-D (as specified in the provisions of Regulation AB referenced below):
(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments
during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or transaction covenants (Item
1121(a)(12) of Regulation AB); and
(C) information regarding any pool asset changes (such as additions, substitutions or repurchases) and
any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item
1121(a)(14) of Regulation AB); and
(xi) Upon request, the Company shall provide to the Purchaser, any Master Servicer and any Depositor, evidence of the
authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors
and Omission Insurance policy, financial information and reports, and such other information related to the Company or any
Subservicer or the Company or such Subservicer's performance hereunder.
In connection with clause (x)(C) above, the Purchaser shall inform the Company of any additions, substitutions or
repurchases of Mortgage Loans included in a Securitization Transaction originated or serviced by the Company, promptly upon the
occurrence of any such event.
In the event of a conflict or inconsistency between the terms of Exhibit N and the text of the applicable Item of Regulation
AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.
The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating
in a Pass-Through Transfer: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if
applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect
to such Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
Act with respect to such Pass-Through Transfer; each broker dealer acting as underwriter, placement agent or initial purchaser, each
Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of
the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the
foregoing and of the Depositor (each, an "Indemnified Party"), and shall hold each of them harmless from and against any losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses
that any of them may sustain arising out of or based upon:
xvii
(i)(A) any untrue statement of a material fact contained or alleged to be contained in any information, report,
certification, accountants' letter or other material provided under this Section 11.18 by or on behalf of the Company, or provided
under this Section 11.18 by or on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the "CompanyInformation"), or (B) the omission or alleged omission to state in the Company Information a material fact required to be stated in
the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to
the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without
regard to whether the Company Information or any portion thereof is presented together with or separately from such other information;
(ii) any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any
information, report, certification, accountants' letter or other material when and as required under this Section 11.18, including
any failure by the Company to identify pursuant to Section 11.19 any Subcontractor "participating in the servicing function" within
the meaning of Item 1122 of Regulation AB;
(iii) any breach by the Company of a representation or warranty set forth in Section 3.01 or in a writing furnished pursuant
to Section 3.01(q) and made as of a date prior to the closing date of the related Pass-Through Transfer, to the extent that such
breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished
pursuant to Section 3.01(q) to the extent made as of a date subsequent to such closing date; or
(iv) the negligence bad faith or willful misconduct of the Company in connection with its performance under this Section
11.18.
If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party,
then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims,
losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault
of such Indemnified Party on the one hand and the Company on the other.
In the case of any failure of performance described above, the Company shall promptly reimburse the Purchaser, any
Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed
with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d)
or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each
such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required
by the Company, any Subservicer, any Subcontractor or any Third-Party Originator.
xviii
This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance
with the terms of, this Agreement and the related Term Sheet, and with respect thereto this Agreement and the related Term Sheet
shall remain in full force and effect.
18. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
11.19:
Section 11.19. Use of Subservicers and Subcontractors.
(a) The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of
the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of
paragraph (b) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not
permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the
Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph
(d) of this Section.
(b) The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser
and any Depositor to comply with the provisions of this Section and with Sections 3.01(p), 3.01(s), 6.04, 6.07 and 11.18 of this
Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such
Subservicer under Section 3.01(r) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and
delivering to the Purchaser and any Depositor any Annual Statement of Compliance required to be delivered by such Subservicer under
Section 6.04(a), any Assessment of Compliance and Attestation Report required to be delivered by such Subservicer under Section 6.07
and any Annual Certification required under Section 6.04(b) as and when required to be delivered.
(c) The Company shall promptly upon request provide to the Purchaser and any Depositor (or any designee of the
Depositor, such as an administrator) a written description (in form and substance satisfactory to the Purchaser and such Depositor)
of the role and function of each Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such
Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item
1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by
each Subcontractor identified pursuant to clause (ii) of this paragraph.
xix
(d) As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function"
within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any
Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 6.07 and 11.18 of this
Agreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any Assessment of Compliance and Attestation Report and the other
certificates required to be delivered by such Subservicer and such Subcontractor under Section 6.07, in each case as and when
required to be delivered.
19. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
11.20:
Section 11.20. Third Party Beneficiary.
For purposes of this Agreement, each Master Servicer shall be considered a third party beneficiary to this Agreement,
entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.
20. The Agreement is hereby amended as of the date hereof by deleting Exhibit E in its entirety and replacing it with
the following:
EXHIBIT E
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME The borrower name as received in the file. Maximum length of 30 (Last, 30
It is not separated by first and last name. First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs 11
interest payment that a borrower is expected ($)
to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
xx
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT The new loan payment amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6
a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the beginning of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the end of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY 10
the borrower's next payment is due to the
Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10
first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10
third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTION_CODE The standard FNMA numeric code used to Action Code Key: 2
indicate the default/delinquent status of a 15=Bankruptcy,
particular loan. 30=Foreclosure, , 60=PIF,
63=Substitution,
65=Repurchase,70=REO
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or dollar signs 11
if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount 2 No commas(,) or dollar signs 11
due at the beginning of the cycle date to be ($)
passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs 11
investors at the end of a processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs 11
the Servicer for the current cycle -- only ($)
applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable
for Scheduled/Scheduled Loans. ($)
21
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs 11
Servicer for the current reporting cycle -- ($)
only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The actual gross interest amount less the=
service fee amount for the current reporting No commas(,) or dollar signs
ACTL_NET_INT cycle as reported by the Servicer -- only 2 ($) 11
applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs 11
prepays on his loan as reported by the ($)
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
21. The Agreement is hereby amended as of the date hereof by adding the following new Exhibit F:
22
EXHIBIT F
REPORTING DATA FOR DEFAULTED LOANS
Standard File Layout – Delinquency Reporting
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Column/Header Name Description Decimal Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR A unique identifier assigned to each loan by the
originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans in
their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ADDRESS Street Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE The state where the property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due MM/DD/YYYY
to the servicer at the end of processing cycle, as
reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,)
sale. or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE A code that indicates the condition of the
property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ii
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Exhibit 2: Standard File Codes – Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
• ASUM- Approved Assumption
• BAP- Borrower Assistance Program
• CO- Charge Off
• DIL- Deed-in-Lieu
• FFA- Formal Forbearance Agreement
• MOD- Loan Modification
• PRE- Pre-Sale
• SS- Short Sale
• MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry
standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property code as follows:
• Mortgagor
• Tenant
• Unknown
• Vacant
The Property Condition field should show the last reported condition of the property as follows:
• Damaged
• Excellent
• Fair
• Gone
• Good
• Poor
• Special Hazard
• Unknown
iii
Exhibit 2: Standard File Codes – Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
------------------------ ---------------------------------------------------------
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
023 FNMA-Servicing problems
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
026 FNMA-Payment adjustment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
027 FNMA-Payment dispute
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
029 FNMA-Transfer of ownership pending
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
030 FNMA-Fraud
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
031 FNMA-Unable to contact borrower
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
INC FNMA-Incarceration
------------------------ ---------------------------------------------------------
iv
Exhibit 2: Standard File Codes – Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
------------------------ -------------------------------------------------------
Status Code Status Description
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
62 Veteran's Affairs-No Bid
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
63 Veteran's Affairs-Refund
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
64 Veteran's Affairs-Buydown
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ -------------------------------------------------------
22. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit K:
EXHIBIT K
COMPANY'S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
• The Company shall (i) possess the ability to service to a securitization documents; (ii) service on a
"Scheduled/Scheduled" reporting basis (advancing through the liquidation of an REO Property), (iii) make compensating interest
payments on payoffs and curtailments and (iv) remit and report to a Master Servicer in format acceptable to such Master Servicer by
the 10th calendar day of each month.
• The Company shall provide an acceptable annual certification (officer's certificate) to the Master Servicer (as
required by the Sarbanes-Oxley Act of 2002) as well as any other annual certifications required under the securitization documents
(i.e. the annual statement as to compliance/annual independent certified public accountants' servicing report due by March 1 of each
year).
• The Company shall allow for the Purchaser, the Master Servicer or their designee to perform a review of audited
financials and net worth of the Company.
• The Company shall provide a Uniform Single Attestation Program certificate and Management Assertion as requested by
the Master Servicer or the Purchaser.
• The Company shall provide information on each Custodial Account as requested by the Master Servicer or the
Purchaser, and each Custodial Accounts shall comply with the requirements for such accounts as set forth in the securitization
documents.
• The Company shall maintain its servicing system in accordance with the requirements of the Master Servicer.
23. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit L:
EXHIBIT L
FORM OF COMPANY CERTIFICATION
Re: The [ ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF COMPANY] (the "Company"), certify to [the
Purchaser], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:
I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation
AB (the "Compliance Statement"), the report on assessment of the Company's compliance with the servicing criteria set forth
in Item 1122(d) of Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18 under
Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing
Assessment"), the registered public accounting firm's attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were
delivered by the Company to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement
(collectively, the "Company Servicing Information");
vi
Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances
under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing
Information;
Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the
Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];
I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on
my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the
Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under
the Agreement in all material respects; and
The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the Servicing Assessment and
Attestation Report required to be provided by the Company and by any Subservicer and Subcontractor pursuant to the Agreement, have
been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described in such reports have been
disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed
in such reports.
24. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit M:
EXHIBIT M
SUMMARY OF REGULATION AB
SERVICING CRITERIA
NOTE: This Exhibit M is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms of
this Exhibit M and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the SEC
shall control.
Item 1122(d)
(i) General servicing considerations.
(A) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with
the transaction agreements.
(B) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing activities.
vii
(C) Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
(D) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
(ii) Cash collection and administration.
(A) Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no
more than two business days following receipt, or such other number of days specified in the transaction agreements.
(B) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
(C) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged
for such advances, are made, reviewed and approved as specified in the transaction agreements.
(D) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction
agreements.
(E) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial
institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
(F) Unissued checks are safeguarded so as to prevent unauthorized access.
(G) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in
the transaction agreements.
(iii) Investor remittances and reporting.
(A) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the
transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or
the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.
viii
(B) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set
forth in the transaction agreements.
(C) Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such other
number of days specified in the transaction agreements.
(D) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial
bank statements.
(iv) Mortgage Loan administration.
(A) Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan
documents.
(B) Mortgage loan and related documents are safeguarded as required by the transaction agreements.
(C) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions
or requirements in the transaction agreements.
(D) Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage
loan documents.
(E) The Servicer's records regarding the mortgage loans agree with the Servicer's records with respect to an obligor's unpaid
principal balance.
(F) Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with the transaction agreements and related mortgage loan documents.
(G) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures
and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
(H) Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
ix
(I) Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related
mortgage loan documents.
(J) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with
the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
(K) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or
expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by
the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
(L) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer's
funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.
(M) Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the
Servicer, or such other number of days specified in the transaction agreements.
(N) Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the transaction
agreements.
(O) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is
maintained as set forth in the transaction agreements.
25. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit N:
EXHIBIT N
SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE: This Exhibit N is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms of
this Exhibit N and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the SEC
shall control.
x
Item 1105(a)(1)-(3) and (c)
-Provide static pool information with respect to mortgage loans that were originated or purchased by the Company and which
are of the same type as the Mortgage Loans.
-Provide static pool information regarding delinquencies, cumulative losses and prepayments for prior securitized pools of
the Company.
-If the Company has less than 3 years experience securitizing assets of the same type as the Mortgage Loans, provide the
static pool information by vintage origination years regarding loans originated or purchased by the Company, instead of by prior
securitized pool. A vintage origination year represents mortgage loans originated during the same year.
-Such static pool information shall be for the prior five years, or for so long as the Company has been originating or
purchasing (in the case of data by vintage origination year) or securitizing (in the case of data by prior securitized pools) such
mortgage loans if for less than five years.
-The static pool information for each vintage origination year or prior securitized pool, as applicable, shall be presented
in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool.
-Provide summary information for the original characteristics of the prior securitized pools or vintage origination years,
as applicable and material, including: number of pool assets, original pool balance, weighted average initial loan balance, weighted
average mortgage rate, weighted average and minimum and maximum FICO, product type, loan purpose, weighted average and minimum and
maximum LTV, distribution of loans by mortgage rate, and geographic concentrations of 5% or more.
Item 1108(b) and (c)
Provide the following information with respect to each servicer that will service, including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:
-a description of the Company's form of organization;
-a description of how long the Company has been servicing residential mortgage loans; a general discussion of the Company's
experience in servicing assets of any type as well as a more detailed discussion of the Company's experience in, and procedures for
the servicing function it will perform under this Agreement and any Reconstitution Agreements; information regarding the size,
composition and growth of the Company's portfolio of mortgage loans of the type similar to the Mortgage Loans and information on
factors related to the Company that may be material to any analysis of the servicing of the Mortgage Loans or the related
asset-backed securities, as applicable, including whether any default or servicing related performance trigger has occurred as to any
other securitization due to any act or failure to act of the Company, whether any material noncompliance with applicable servicing
criteria as to any other securitization has been disclosed or reported by the Company, and the extent of outsourcing the Company uses;
xi
-a description of any material changes to the Company's policies or procedures in the servicing function it will perform
under this Agreement and any Reconstitution Agreements for mortgage loans of the type similar to the Mortgage Loans during the past
three years;
-information regarding the Company's financial condition to the extent that there is a material risk that the effect on one
or more aspects of servicing resulting from such financial condition could have a material impact on the performance of the
securities issued in the Pass-Through Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;
-any special or unique factors involved in servicing loans of the same type as the Mortgage Loans, and the Company's
processes and procedures designed to address such factors;
-statistical information regarding principal and interest advances made by the Company on the Mortgage Loans and the
Company's overall servicing portfolio for the past three years; and
-the Company's process for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.
Item 1110(a)
-Identify any originator or group of affiliated originators that originated, or is expected to originate, 10% or more of the
mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer.
Item 1110(b)
Provide the following information with respect to any originator or group of affiliated originators that originated, or is
expected to originate, 20% or more of the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:
-the Company's form of organization; and
-a description of the Company's origination program and how long the Company has been engaged in originating residential
mortgage loans, which description must include a discussion of the Company's experience in originating mortgage loans of the same
type as the Mortgage Loans and information regarding the size and composition of the Company's origination portfolio as well as
information that may be material to an analysis of the performance of the Mortgage Loans, such as the Company's credit-granting or
underwriting criteria for mortgage loans of the same type as the Mortgage Loans.
xii
Item 1117
-describe any legal proceedings pending against the Company or against any of its property, including any proceedings known
to be contemplated by governmental authorities, that may be material to the holders of the securities issued in the Pass-Through
Transfer.
Item 1119(a)
-describe any affiliations of the Company, each other originator of the Mortgage Loans and each Subservicer with the
sponsor, depositor, issuing entity, trustee, any originator, any other servicer, any significant obligor, enhancement or support
provider or any other material parties related to the Pass-Through Transfer.
Item 1119(b)
-describe any business relationship, agreement, arrangement, transaction or understanding entered into outside of the
ordinary course of business or on terms other than those obtained in an arm's length transaction with an unrelated third party, apart
from the Pass-Through Transfer, between the Company, each other originator of the Mortgage Loans and each Subservicer, or their
respective affiliates, and the sponsor, depositor or issuing entity or their respective affiliates, that exists currently or has
existed during the past two years, that may be material to the understanding of an investor in the securities issued in the
Pass-Through Transfer.
Item 1119(c)
-describe any business relationship, agreement, arrangement, transaction or understanding involving or relating to the
Mortgage Loans or the Pass-Through Transfer, including the material terms and approximate dollar amount involved, between the
Company, each other originator of the Mortgage Loans and each Subservicer, or their respective affiliates and the sponsor, depositor
or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.
26. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit O:
EXHIBIT O
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall address, at a minimum, the
criteria identified as below as "Applicable Servicing Criteria":
xiii
--------------------------------------------------------------------------------------------- -----------------------
Servicing Criteria Applicable Servicing
Criteria
--------------------------------------------------------------------------------------------- -----------------------
Reference Criteria
----------------------- --------------------------------------------------------------------- -----------------------
General Servicing Considerations
----------------------- -----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance X
or other triggers and events of default in accordance with the
transaction agreements.
----------------------- -----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
----------------------- -----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
----------------------- -----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the X
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
----------------------- -----------------------
Cash Collection and Administration
----------------------- -----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to X
an investor are made only by authorized personnel.
----------------------- -----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows X
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
----------------------- -----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with X
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
----------------------- -----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured X
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
----------------------- -----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X
access.
----------------------- -----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all x
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
xiv
----------------------- -----------------------
Investor Remittances and Reporting
----------------------- -----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the x
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
----------------------- -----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance x
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
----------------------- -----------------------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of x
1122(d)(3)(iii) days specified in the transaction agreements.
----------------------- -----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank x
1122(d)(3)(iv) statements.
----------------------- -----------------------
Pool Asset Administration
----------------------- -----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required x
by the transaction agreements or related mortgage loan documents.
----------------------- -----------------------
Mortgage loan and related documents are safeguarded as required by x
1122(d)(4)(ii) the transaction agreements
----------------------- -----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are x
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in x
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
----------------------- -----------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the x
Servicer's records with respect to an obligor's unpaid principal
balance.
----------------------- -----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's x
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
----------------------- -----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, x
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
----------------------- -----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the x
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
----------------------- -----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans x
with variable rates are computed based on the related mortgage loan
documents.
----------------------- -----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow x
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance x
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
xv
----------------------- -----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be x
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
----------------------- -----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction x
1122(d)(4)(xiii) agreements.
----------------------- -----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are x
recognized and recorded in accordance with the transaction
agreements.
----------------------- -----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
----------------------- --------------------------------------------------------------------- -----------------------
----------------------- --------------------------------------------------------------------- -----------------------
[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date: _________________________
By: _________________________
Name:
Title:
27. The Agreement is hereby amended as of the date hereof by adding the following new Exhibit P:
EXHIBIT P
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332– Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages
are due on the remittance report date. Late submissions may result in claims not being passed until the following month.
The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
xvi
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to
recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental
proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in
parenthesis ( ).
xvii
Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------------------- -------------------------------------- --------------------------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------------------- -------------------------------------- --------------------------------------------
WELLS FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ ________________(1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________(6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________(12)
Total Expenses $ ________________(13)
Credits:
(14) Escrow Balance $ ________________(14)
(15) HIP Refund ________________(15)
(16) Rental Receipts ________________(16)
(17) Hazard Loss Proceeds ________________(17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________(18a) HUD Part A
________________(18b) HUD Part B
(19) Pool Insurance Proceeds ________________(19)
(20) Proceeds from Sale of Acquired Property ________________(20)
(21) Other (itemize) ________________(21)
_________________________________________ ________________(21)
Total Credits $ ________________(22)
Total Realized Loss (or Amount of Gain) $ ________________(23)
xviii
28. Except as amended above, the Agreement shall continue to be in full force and effect in accordance with its terms.
29. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and of
said counterparts taken together shall be deemed to constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the following parties have caused their names to be signed hereto by their respective officers thereunto
duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION,
as Purchaser
By:____________________________
Name:
Title:
HOMEBANC MORTGAGE CORPORATION,
as Company
By:____________________________
Name:
Title:
xx
EXHIBIT H-12
EMC MORTGAGE CORPORATION
Purchaser,
HSBC MORTGAGE CORPORATION (USA)
Company,
AMENDED AND RESTATED
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of September 1, 2005
(Fixed and Adjustable Rate Mortgage Loans)
xxi
ARTICLE XSection 10.01 Termination.............................................................................62
Section 10.02 Termination without cause...............................................................63
ARTICLE XISection 11.01 Successor to the Company................................................................63
Section 11.02 Amendment...............................................................................64
Section 11.03 Recordation of Agreement................................................................65
Section 11.04 Governing Law...........................................................................65
Section 11.05 Notices.................................................................................65
Section 11.06 Severability of Provisions..............................................................66
Section 11.07 Exhibits................................................................................66
Section 11.08 General Interpretive Principles.........................................................66
Section 11.09 Reproduction of Documents...............................................................67
Section 11.10 Confidentiality of Information..........................................................67
Section 11.11 Recordation of Assignment of Mortgage...................................................67
Section 11.12 Assignment by Purchaser.................................................................68
Section 11.13 No Partnership..........................................................................68
Section 11.14 Execution: Successors and Assigns.......................................................68
Section 11.15 Entire Agreement........................................................................68
Section 11.16 No Solicitation.........................................................................68
Section 11.17 Closing.................................................................................69
Section 11.18 Cooperation of Company with Reconstitution..............................................70
Section 11.19 Monthly Reporting with Respect to a Reconstitution......................................
EXHIBITS
A Contents of Mortgage File
B Custodial Account Letter Agreement
C Escrow Account Letter Agreement
D Form of Assignment, Assumption and Recognition Agreement
E Form of Trial Balance
F [reserved]
G Request for Release of Documents and Receipt
H Company's Underwriting Guidelines
I Form of Term Sheet
J Reconstituted Mortgage Loan Reporting
xxiv
This is an Amended and Restated Purchase, Warranties and Servicing Agreement, dated as of September 1, 2005, which amends
and restates the Purchase, Warranties and Servicing Agreement, originally dated May 1, 2002, each between EMC MORTGAGE CORPORATION,
as Purchaser, with offices located at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas75038 (the "Purchaser")
and HSBC Mortgage Corporation (USA), with offices located at 2929 Walden Avenue, Depew, New York14043 (the "Company").
W I T N E S S E T H :
WHEREAS, the Purchaser has heretofore agreed to purchase from the Company and the Company has heretofore agreed to sell to
the Purchaser, from time to time, certain Mortgage Loans on a servicing retained basis;
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security instrument creating a first
lien on a residential dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule, which is annexed to the related
Term Sheet; and
WHEREAS, the Purchaser and the Company wish to prescribe the representations and warranties of the Company with respect to
itself and the Mortgage Loans and the management, servicing and control of the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser and the Company agree as follows:
ARTICLE IDEFINITIONSSection 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the
following meaning specified in this Article:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices (including collection
procedures) of prudent mortgage banking institutions which service mortgage loans of the same type as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located, and which are in accordance with Fannie Mae servicing practices and
procedures, for MBS pool mortgages, as defined in the Fannie Mae Guides including future updates.
Adjustment Date: As to each adjustable rate Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in
accordance with the terms of the related Mortgage Note.
Agreement: This Purchase, Warranties and Servicing Agreement including all exhibits hereto, amendments hereof and
supplements hereto.
Appraised Value: With respect to any Mortgaged Property, the lesser of (i) the value thereof as determined by an appraisal
made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the minimum
requirements of Fannie Mae and FHLMC, and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the
proceeds of the Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property is
based solely upon the value determined by an appraisal made for the originator of such Refinanced Mortgage Loan at the time of
origination of such Refinanced Mortgage Loan by an appraiser who met the minimum requirements of FANNIE MAE and FHLMC. However in
the case of a mortgage made on property in New York State value will always be determined by the appraisal for determining any
requirement for primary mortgage insurance only.
Assignment: An individual assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form,
sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale or
transfer of the Mortgage Loan.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the State of New York or (iii) a day
on which banks in the State of New York are authorized or obligated by law or executive order to be closed.
Buydown Agreement: An agreement between the Seller and a Mortgagor, or an agreement among the Company, a Mortgagor and a
seller of a Mortgaged Property or a third party with respect to a Mortgage Loan which provides for the application of Buydown Funds.
Buydown Funds: In respect of any Buydown Mortgage Loan, any amount contributed by seller of a Mortgaged Property subject to
a Buydown Mortgage Loan, the buyer of such property, the Company or any other source, plus interest earned thereon, in order to
enable the Mortgagor to reduce the payments required to be made from the mortgagor's fund in the early years of a Mortgage Loan.
Buydown Mortgage Loan: Any Mortgage Loan in respect of which, pursuant to a Buydown Agreement, (i) the Mortgagor pays less
than the full monthly payments specified in the Mortgage Note for a specified period, and (ii) the difference between the payments
required under such Buydown Agreement and the Mortgage Note is provided from Buydown Funds.
Buydown Period: The period of time when a Buydown Agreement is in effect with respect to a related Buydown Mortgage Loan.
Closing Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Code: The Internal Revenue Code of 1986, or any successor statute thereto.
Company: HSBC Mortgage Corporation (USA), their successors in interest and assigns, as permitted by this Agreement.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary,
partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a
Mortgagor in accordance with the terms of the related Mortgage Loan Documents.
Confirmation: The trade confirmation letter between the Purchaser and the Company which relates to the Mortgage Loans.
Consumer Information: Information including, but not limited to, all personal information about Mortgagors that is supplied
to the Purchaser by or on behalf of the Company.
Co-op Lease: With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied by the Mortgagor and relating
to the stock allocated to the related dwelling unit.
Co-op Loan: A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a residential cooperative
housing corporation and a collateral assignment of the related Co-op Lease.
3
Credit Score: The credit score of the Mortgagor provided by Fair, Isaac & Company, Inc. or such other organization providing
credit scores as per HSBC underwriting/program guidelines in affect at the time of the origination of a Mortgage Loan.
Current Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for
the Company (by an appraiser who met the requirements of the Company and Fannie Mae) at the request of a Mortgagor for the purpose of
canceling a Primary Mortgage Insurance Policy in accordance with federal, state and local laws and regulations or otherwise made at
the request of the Company or Mortgagor.
Current LTV: The ratio of the Stated Principal Balance of a Mortgage Loan to the Current Appraised Value of the
Mortgaged Property.
Custodial Account: Each separate demand account or accounts created and maintained pursuant to Section 4.04 which shall be
entitled "[_____________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans" and shall be established in
an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.
Custodian: With respect to any Mortgage Loan, the entity stated on the related Term Sheet, and its successors and assigns,
as custodian for the Purchaser.
Cut-off Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately preceding such
15th day) of the month of the related Remittance Date.
Due Date: The day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace, which
is the first day of the month.
Due Period: With respect to any Remittance Date, the period commencing on the second day of the month preceding the month
of such Remittance Date and ending on the first day of the month of the Remittance Date.
Eligible Account: An account established and maintained: (i) within FDIC insured accounts created, maintained and monitored
by the Company so that all funds deposited therein are fully insured, or (ii) as a trust account with the corporate trust department
of a depository institution or trust company organized under the laws of the United States of America or any one of the states
thereof or the District of Columbia which is not affiliated with the Company (or any sub-servicer) or (iii) with an entity which is
an institution whose deposits are insured by the FDIC, the unsecured and uncollateralized long-term debt obligations of which shall
be rated "A2" or higher by Standard & Poor's and "A" or higher by Fitch, Inc. or one of the two highest short-term ratings by any
applicable Rating Agency, and which is either (a) a federal savings association duly organized, validly existing and in good standing
under the federal banking laws, (b) an institution duly organized, validly existing and in good standing under the applicable banking
laws of any state, (c) a national banking association under the federal banking laws, or (d) a principal subsidiary of a bank holding
company, or (iv) if ownership of the Mortgage Loans is evidenced by mortgaged-backed securities, the equivalent required ratings of
each Rating Agency, and held such that the rights of the Purchaser and the owner of the Mortgage Loans shall be fully protected
against the claims of any creditors of the Company (or any sub-servicer) and of any creditors or depositors of the institution in
which such account is maintained or (v) in a separate non-trust account without FDIC or other insurance in an Eligible Institution.
In the event that a Custodial Account is established pursuant to clause (iii), (iv) or (v) of the preceding sentence, the Company
shall provide the Purchaser with written notice on the Business Day following the date on which the applicable institution fails to
meet the applicable ratings requirements.
4
Eligible Institution: An institution having (i) the highest short-term debt rating, and one of the two highest long-term
debt ratings of each Rating Agency; or (ii) with respect to any Custodial Account, an unsecured long-term debt rating of at least one
of the two highest unsecured long-term debt ratings of each Rating Agency.
Equity Take-Out Refinanced Mortgage Loan: A Refinanced Mortgage Loan the proceeds of which were in excess of the
outstanding principal balance of the existing mortgage loan as defined in the HSBC underwriting manual in effect at the time of
origination.
Escrow Account: Each separate trust account or accounts created and maintained pursuant to Section 4.06 which shall be
entitled "__________________, in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans, and various Mortgagors" and
shall be established in an Eligible Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage
Loans.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates,
sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.
Fannie Mae: The Federal National Mortgage Association, or any successor thereto.
Fannie Mae Guide(s): The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments or additions
thereto.
5
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor thereto.
FHLMC Guide: The FHLMC Single Family Seller/Servicer Guide and all amendments or additions thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.
First Remittance Date: With respect to any Mortgage Loan, the Remittance Date occurring in the month following the month in
which the related Closing Date occurs.
GAAP: Generally accepted accounting principles, consistently applied.
HUD: The United States Department of Housing and Urban Development or any successor.
Index: With respect to any adjustable rate Mortgage Loan, the index identified on the Mortgage Loan Schedule and set forth
in the related Mortgage Note for the purpose of calculating the interest rate thereon.
Initial Rate Cap: As to each adjustable rate Mortgage Loan, where applicable, the maximum increase or decrease in the
Mortgage Interest Rate on the first Adjustment Date.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the
related Mortgaged Property.
Interest Only Mortgage Loan: A Mortgage Loan that requires payment of interest for a period of time specified on the
related Mortgage Note during the interest-only period followed by full amortization of the remaining balance for the remaining
duration of the loan.
Lifetime Rate Cap: As to each adjustable rate Mortgage Loan, the maximum Mortgage Interest Rate over the term of such
Mortgage Loan.
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the
sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original outstanding principal amount of
the Mortgage Loan, to the lower of the Appraised Value or the Sales Price of the Mortgaged Property. However, in the case of a
mortgage made on property in New York State, value will always be determined by the appraisal for determining any requirement for
primary mortgage insurance only.
6
Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage amount set forth in each related Mortgage
Note which is added to the Index in order to determine the related Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.
MERS: Mortgage Electronic Registration System, Inc., a subsidiary of MERSCORP, Inc.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS® System.
MERS® System: The electronic mortgage registration system maintained by MERS.
MIN: The Mortgage Identification Number for any MERS Mortgage Loan.
MOM Mortgage: A Mortgage Loan naming MERS as the original mortgagee on the mortgage security instrument.
Monthly Advance: The aggregate of the advances made by the Company on any Remittance Date pursuant to Section 5.03.
Monthly Payment: The scheduled monthly payment of principal (if applicable) and interest on a Mortgage Loan which is
payable by a Mortgagor under the related Mortgage Note.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on an
unsubordinated estate in fee simple in real property securing the Mortgage Note.
Mortgage File: The mortgage documents pertaining to a particular Mortgage Loan which are specified in Exhibit A hereto and
any additional documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy as required by Section 4.11.
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan, which may be adjusted from time to
time for an adjustable rate Mortgage Loan, in accordance with the provisions of the related Mortgage Note.
Mortgage Loan: An individual mortgage loan which is the subject of this Agreement, each Mortgage Loan originally sold and
subject to this Agreement being identified on the Mortgage Loan Schedule attached to the related Term Sheet, which Mortgage Loan
includes without limitation the Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds and obligations arising from or in
connection with such Mortgage Loan, excluding replaced or repurchased mortgage loans.
7
Mortgage Loan Documents: The documents listed in Exhibit A.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the Purchaser,
which shall be equal to the Mortgage Interest Rate minus the Servicing Fee Rate.
Mortgage Loan Schedule: The schedule of Mortgage Loans annexed to the related Term Sheet, such schedule setting forth the
following information with respect to each Mortgage Loan in the related Mortgage Loan Package:
(1) the Company's Mortgage Loan identifying number;
(2) the Mortgagor's first and last name;
(3) the street address of the Mortgaged Property including the city, state and zip code;
(4) a code indicating whether the Mortgaged Property is owner-occupied, a second home or an investor property;
(5) the type of residential property constituting the Mortgaged Property;
(10) the original months to maturity of the Mortgage Loan;
8
(11) the remaining months to maturity from the related Cut-off Date, based on the original amortization schedule and, if
different, the maturity expressed in the same manner but based on the actual amortization schedule;
(8) the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio, at origination;
(9) the Mortgage Interest Rate as of origination and as of the related Cut-off Date; with respect to each adjustable
rate Mortgage Loan, the initial Adjustment Date, the next Adjustment Date immediately following the related Cut-off Date, the Index,
the Margin, the Initial Rate Cap, if any, Periodic Rate Cap, if any, minimum Mortgage Interest Rate under the terms of the Mortgage
Note and the Lifetime Rate Cap;
(10) the Origination Date of the Mortgage Loan;
(11) the stated maturity date;
(12) the amount of the Monthly Payment at origination;
(13) the amount of the Monthly Payment as of the related Cut-off Date;
(14) the original principal amount of the Mortgage Loan;
(15) the scheduled Stated Principal Balance of the Mortgage Loan as of the close of business on the related Cut-off Date,
after deduction of payments of principal due on or before the related Cut-off Date whether or not collected;
(16) a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term refinance, equity take-out
refinance);
(17) a code indicating the documentation style (i.e. full, alternative, etc.);
(18) the number of times during the twelve (12) month period preceding the related Closing Date that any Monthly Payment
has been received after the month of its scheduled due date;
(19) the date on which the first payment is or was due;
(22) a code indicating whether or not the Mortgage Loan is the subject of a Primary Mortgage Insurance Policy and the name of the
related insurance carrier;
(21) a code indicating whether or not the Mortgage Loan is currently convertible and the conversion spread;
(22) the last Due Date on which a Monthly Payment was actually applied to the unpaid principal balance of the Mortgage
Loan.
(23) product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);
(27) credit score and/or mortgage score, if applicable;
(25) a code indicating whether or not the Mortgage Loan is the subject of a Lender Primary Mortgage Insurance Policy;
(32) a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so, the amount and term thereof;
(33) the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable;
9
(34) for any Mortgage Loan originated in the State of New Jersey prior to July 7, 2004, whether such Mortgage Loan is a "HomeLoan", "Covered Home Loan", "Manufactured Housing" or "Home Improvement Loan" as defined in the New Jersey Home Ownership Security Act
of 2002; and
(35) whether the Mortgage Loan has a mandatory arbitration clause;
(36) a code indicating whether the Mortgage Loan is a MERS Mortgage Loan;
(37) MERS #, if applicable.
With respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule attached to the related Term Sheet shall set
forth the following information, as of the related Cut-off Date:
(1) the number of Mortgage Loans;
(2) the current aggregate outstanding principal balance of the Mortgage Loans;
(3) the weighted average Mortgage Interest Rate of the Mortgage Loans;
(4) the weighted average maturity of the Mortgage Loans; and
(5) the weighted average months to next Adjustment Date;
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.
Mortgaged Property: The underlying real property securing repayment of a Mortgage Note, consisting of a single parcel of
real estate considered to be real estate under the laws of the state in which such real property is located which may include
condominium units and planned unit developments, improved by a residential dwelling; except that with respect to real property
located in jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, a leasehold
estate of the Mortgage, the term of which is equal to or longer than the term of the Mortgage.
Mortgagor: The obligor on a Mortgage Note.
OCC: Office of the Comptroller of the Currency, its successors and assigns.
Officers' Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a
Senior Vice President or a Vice President or by the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of the Company, and delivered to the Purchaser as required by this Agreement.
10
Opinion of Counsel: A written opinion of counsel, who may be an employee of the party on behalf of whom the opinion is
being given, reasonably acceptable to the Purchaser.
Origination Date: The date on which a Mortgage Loan funded, which date shall not, in connection with a Refinanced Mortgage
Loan, be the date of the funding of the debt being refinanced, but rather the closing of the debt currently outstanding under the
terms of the Mortgage Loan Documents.
OTS: Office of Thrift Supervision, its successors and assigns.
Periodic Rate Cap: As to each adjustable rate Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate
on any Adjustment Date, as set forth in the related Mortgage Note and the related Mortgage Loan Schedule.
Permitted Investments: Any one or more of the following obligations or securities:
(i) direct obligations of, and obligations fully guaranteed by the United States of America or any agency or
instrumentality of the United States of America the obligations of which are backed by the full faith and credit of
the United States of America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institution or trust
company incorporated under the laws of the United States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating
and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such
investment or contractual commitment providing for such investment are rated in one of the two highest rating categories by each
Rating Agency and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;
11
(iii) repurchase obligations with a term not to exceed thirty (30) days and with respect to (a) any security
described in clause (i) above and entered into with a depository institution or trust company (acting as principal)
described in clause (ii)(a) above;
(iv) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the
United States of America or any state thereof that are rated in one of the two highest rating categories by each
Rating Agency at the time of such investment or contractual commitment providing for such investment; provided,
however, that securities issued by any particular corporation will not be Permitted Investments to the extent that
investments therein will cause the then outstanding principal amount of securities issued by such corporation and
held as Permitted Investments to exceed 10% of the aggregate outstanding principal balances of all of the Mortgage
Loans and Permitted Investments;
(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations
payable on demand or on a specified date not more than one year after the date of issuance thereof) which are rated
in one of the two highest rating categories by each Rating Agency at the time of such investment;
(vi) any other demand, money market or time deposit, obligation, security or investment as may be acceptable to
each Rating Agency as evidenced in writing by each Rating Agency; and
(vii) any money market funds the collateral of which consists of obligations fully guaranteed by the United States
of America or any agency or instrumentality of the United States of America the obligations of which are backed by
the full faith and credit of the United States of America (which may include repurchase obligations secured by
collateral described in clause (i)) and other securities and which money market funds are rated in one of the two
highest rating categories by each Rating Agency.
provided, however, that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to
receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of
both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par or if such investment or
security is purchased at a price greater than par.
Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability
company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Prepayment Interest Shortfall: With respect to any Remittance Date, for each Mortgage Loan that was the subject of a
Principal Prepayment during the related Prepayment Period, an amount equal to the excess of one month's interest at the applicable
Mortgage Loan Remittance Rate on the amount of such Principal Prepayment over the amount of interest (adjusted to the Mortgage Loan
Remittance Rate) actually paid by the related Mortgagor with respect to such Prepayment Period.
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Prepayment Period: With respect to any Remittance Date, the calendar month preceding the month in which such
Remittance Date occurs.
Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance represented to be in effect pursuant to
Section 3.02(hh), or any replacement policy therefor obtained by the Company pursuant to Section 4.08.
Prime Rate: The prime rate announced to be in effect from time to time as published as the average rate in the Wall Street
Journal (Northeast Edition).
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial which is received in
advance of its scheduled Due Date, excluding any prepayment penalty, and which is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
Purchase Price: As defined in Section 2.02.
Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.
Qualified Appraiser: An appraiser who had no interest, direct or indirect in the Mortgaged Property or in any loan made on
the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and such appraiser
and the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA and the regulations promulgated
thereunder and the requirements of Fannie Mae, all as in effect on the date the Mortgage Loan was originated.
Qualified Insurer: An insurance company duly qualified as such under the laws of the states in which the Mortgaged
Properties are located, duly authorized and licensed in such states to transact the applicable insurance business and to write the
insurance provided, approved as an insurer by Fannie Mae or FHLMC.
Rating Agency: Standard & Poor's, Fitch, Inc. or, in the event that some or all of the ownership of the Mortgage Loans is
evidenced by mortgage-backed securities, the nationally recognized rating agencies issuing ratings with respect to such securities,
if any.
Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property prior to the
origination of such Mortgage Loan and the proceeds of which are not in excess of the existing first mortgage, as outlined in the HSBC
Underwriting Guidelines in effect at the time of origination.
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REMIC: A "real estate mortgage investment conduit," as such term is defined in Section 860D of the Code.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which appear at Sections 860A through
860G of the Code, and the related provisions and regulations promulgated thereunder, as the foregoing may be in effect from time to
time.
Remittance Date: The 18th day of any month, beginning with the First Remittance Date, or if such 18th day is not a Business
Day, the first Business Day immediately preceding such 18th day.
REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: Amounts received by the Company in connection with a related REO Disposition.
REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchaser as described in Section 4.13.
Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the product of the greater of 100% or the
percentage of par as stated in the Confirmation multiplied by the Stated Principal Balance of such Mortgage Loan on the repurchase
date, plus (ii) interest on such outstanding principal balance at the Mortgage Loan Remittance Rate from the last date through which
interest has been paid and distributed to the Purchaser to the end of the month of repurchase,; less amounts received or advanced in
respect of such repurchased Mortgage Loan which are being held in the Custodial Account for distribution in the month of repurchase.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
Sales Price: With respect to any Mortgage Loan the proceeds of which were used by the Mortgagor to acquire the related
Mortgaged Property, the amount paid by the related Mortgagor for such Mortgaged Property.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable
attorneys' fees and disbursements) incurred in the performance by the Company of its servicing obligations, including, but not
limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement,
administrative or judicial proceedings, or any legal work or advice specifically related to servicing the Mortgage Loans, including
but not limited to, foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures by subordinate or superior
lienholders, and other legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable
and that the Company specifies the Mortgage Loan(s) to which such expenses relate and, upon Purchaser's request, provides
documentation supporting such expense (which documentation would be acceptable to Fannie Mae), and provided further that any such
enforcement, administrative or judicial proceeding does not arise out of a breach of any representation, warranty or covenant of the
Company hereunder), (c) the management and liquidation of the Mortgaged Property if the Mortgaged Property is acquired in full or
partial satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer rates and other charges which are or may become a
lien upon the Mortgaged Property, and Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage, (e) any
expenses reasonably sustained by the Company with respect to the liquidation of the Mortgaged Property in accordance with the terms
of this Agreement and (f) compliance with the obligations under Section 4.08.
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Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser shall pay to the Company,
which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the
outstanding principal balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same principal
amount and period respecting which any related interest payment on a Mortgage Loan is computed. The obligation of the Purchaser to
pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion of such Monthly Payment
collected by the Company, or as otherwise provided under Section 4.05 and in accordance with the Fannie Mae Guide(s). Any fee
payable to the Company for administrative services related to any REO Property as described in Section 4.13 shall be payable from
Liquidation Proceeds of the related REO Property.
Servicing Fee Rate: As set forth in the Term Sheet.
Servicing File: With respect to each Mortgage Loan, the file retained by the Company consisting of originals of all
documents in the Mortgage File which are not delivered to the Purchaser and copies of the Mortgage Loan Documents listed in Exhibit
A, the originals of which are delivered to the Purchaser or its designee pursuant to Section 2.04.
Servicing Officer: Any officer of the Company involved in, or responsible for, the administration and servicing of the
Mortgage Loans whose name appears on a list of servicing officers furnished by the Company to the Purchaser upon request, as such
list may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of such
Mortgage Loan at the Cut-off Date after giving effect to payments of principal due on or before such date, whether or not received,
minus (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan representing payments or recoveries
of principal or advances in lieu thereof.
Subservicer: Any subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing Agreement. Any
subservicer shall meet the qualifications set forth in Section 4.01.
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Subservicing Agreement: An agreement between the Company and a Subservicer, if any, for the servicing of the Mortgage Loans.
Term Sheet: A supplemental agreement in the form attached hereto as Exhibit I which shall be executed and delivered
by the Company and the Purchaser to provide for the sale and servicing pursuant to the terms of this Agreement of the Mortgage Loans
listed on Schedule I attached thereto, which supplemental agreement shall contain certain specific information relating to such sale
of such Mortgage Loans and may contain additional covenants relating to such sale of such Mortgage Loans.
ARTICLE II
PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01 Agreement to Purchase.The Company agrees to sell and the Purchaser agrees to purchase the Mortgage Loans having an aggregate Stated Principal
Balance on the related Cut-off Date set forth in the related Term Sheet in an amount as set forth in the Confirmation, or in such
other amount as agreed by the Purchaser and the Company as evidenced by the actual aggregate Stated Principal Balance of the Mortgage
Loans accepted by the Purchaser on the related Closing Date, with servicing retained by the Company. The Company shall deliver the
related Mortgage Loan Schedule attached to the related Term Sheet for the Mortgage Loans to be purchased on the related Closing Date
to the Purchaser at least two (2) Business Days prior to the related Closing Date. The Mortgage Loans shall be sold pursuant to this
Agreement, and the related Term Sheet shall be executed and delivered on the related Closing Date.
Section 2.02 Purchase Price.
The Purchase Price for each Mortgage Loan shall be the percentage of par as stated in the Confirmation (subject to
adjustment as provided therein), multiplied by the Stated Principal Balance, as of the related Cut-off Date, of the Mortgage Loan
listed on the related Mortgage Loan Schedule attached to the related Term Sheet, after application of scheduled payments of principal
due on or before the related Cut-off Date whether or not collected.
In addition to the Purchase Price as described above, the Purchaser shall pay to the Company, at closing, accrued interest
on the Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at the Mortgage Loan Remittance Rate of each
Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive.
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The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the related Closing Date
by wire transfer of immediately available funds.
Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of
principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or
before the related Cut-off Date and collected by the Company or any successor servicer after the related Cut-off Date shall belong to
the Company), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees (minus that portion of any such
payment which is allocable to the period prior to the related Cut-off Date). The outstanding principal balance of each Mortgage Loan
as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date
whether or not collected, together with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided,
however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be
applied to the principal balance as of the related Cut-off Date. Such prepaid amounts shall be the property of the Purchaser. The
Company shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the
Purchaser for subsequent remittance by the Company to the Purchaser.
Section 2.03 Servicing of Mortgage Loans.
Simultaneously with the execution and delivery of each Term Sheet, the Company does hereby agree to directly service the
Mortgage Loans listed on the related Mortgage Loan Schedule attached to the related Term Sheet subject to the terms of this Agreement
and the related Term Sheet. The rights of the Purchaser to receive payments with respect to the related Mortgage Loans shall be as
set forth in this Agreement.
Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.
As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed to the Purchaser, without
recourse, on a servicing retained basis, and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this
Agreement and the related Term Sheet, all the right, title and interest of the Company in and to the Mortgage Loans. Company will
deliver the Mortgage Files to the Custodian designated by Purchaser, on or before the related Closing Date, at the expense of the
Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the originals of
the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents necessary to
service the Mortgage Loans. The possession of each Servicing File by the Company is at the will of the Purchaser, for the sole
purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only.
From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the
related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been
vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in
connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the
possession of the Company shall be received and held by the Company in trust for the benefit of the Purchaser as the owner of the
Mortgage Loans. Any portion of the Mortgage Files retained by the Company shall be appropriately identified in the Company's
computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release its custody of
the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is
required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or
Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.
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Section 2.05 Books and Records.
The sale of each Mortgage Loan shall be reflected on the Company's balance sheet and other financial statements as a sale of
assets by the Company. The Company shall be responsible for maintaining, and shall maintain, a complete set of books and records for
the Mortgage Loans that shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the
Mortgage Loan by the Purchaser. In particular, the Company shall maintain in its possession, available for inspection by the
Purchaser, or its designee and shall deliver to the Purchaser upon demand, evidence of compliance with all federal, state and local
laws, rules and regulations, and requirements of Fannie Mae or FHLMC, as applicable, including but not limited to documentation as to
the method used in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the
Mortgaged Property, documentation evidencing insurance coverage of any condominium project as required by Fannie Mae or FHLMC, and
periodic inspection reports as required by Section 4.13. To the extent that original documents are not required for purposes of
realization of Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or
microfiche.
The Company shall maintain with respect to each Mortgage Loan and shall make available for inspection by any Purchaser or
its designee the related Servicing File during the time the Purchaser retains ownership of a Mortgage Loan and thereafter in
accordance with applicable laws and regulations.
In addition to the foregoing, Company shall provide to any supervisory agents or examiners that regulate Purchaser,
including but not limited to, the OTS, the FDIC and other similar entities, access, during normal business hours, upon reasonable
advance notice to Company and without charge to Company or such supervisory agents or examiners, to any documentation regarding the
Mortgage Loans that may be required by any applicable regulator.
Section 2.06. Transfer of Mortgage Loans.
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The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may
prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in
compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any
person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered
to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the
Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans,
provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee
shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an
Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been
delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the
Company shall mark its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser
shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.
Section 2.07 Delivery of Mortgage Loan Documents.The Company shall deliver and release to the Purchaser or its designee the Mortgage Loan Documents in accordance
with the terms of this Agreement and the related Term Sheet. The documents enumerated as items (1), (2), (3), (4), (5), (6), (7),
(8), (9) and (16) (including those listed in (B) relating to Co-op Loans) in Exhibit A hereto shall be delivered by the Company to
the Purchaser or its designee no later than three (3) Business Days prior to the related Closing Date pursuant to a bailee letter
agreement. All other documents in Exhibit A hereto, together with all other documents executed in connection with the Mortgage Loan
that Company may have in its possession, shall be retained by the Company in trust for the Purchaser. If the Company cannot deliver
the original recorded Mortgage Loan Documents or the original policy of title insurance, including riders and endorsements thereto,
on the related Closing Date, the Company shall, promptly upon receipt thereof and in any case not later than 180 days from the
related Closing Date, deliver such original documents, including original recorded documents, to the Purchaser or its designee
(unless the Company is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the
appropriate recording office). If delivery is not completed within 270 days solely due to delays in making such delivery by reason of
the fact that such documents shall not have been returned by the appropriate recording office, the Company shall continue to use its
best efforts to effect delivery as soon as possible thereafter, provided that if such documents are not delivered by the 360th day
from the date of the related Closing Date, the Company shall repurchase the related Mortgage Loans at the Repurchase Price in
accordance with Section 3.03 hereof.
The Company shall pay all initial recording fees, if any, for the assignments of mortgage and any other fees in connection
with the transfer of all original documents to the Purchaser or its designee. Company shall prepare, in recordable form, all
assignments of mortgage necessary to assign the Mortgage Loans to Purchaser, or its designee. Company shall be responsible for
recording the assignments of mortgage.
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Any review by the Purchaser, or its designee, of the Mortgage Files shall in no way alter or reduce the Company's
obligations hereunder.
If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the Purchaser shall, or shall cause
its designee to, give written specification of such defect to the Company which may be given in the exception report or the
certification delivered pursuant to this Section 2.07, or otherwise in writing and the Company shall cure or repurchase such Mortgage
Loan in accordance with Section 3.03.
The Company shall forward to the Purchaser, or its designee, original documents evidencing an assumption, modification,
consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one week of their
execution; provided, however, that the Company shall provide the Purchaser, or its designee, with a certified true copy of any such
document submitted for recordation within one week of its execution, and shall provide the original of any document submitted for
recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the
original within sixty (60) days of its submission for recordation.
From time to time the Company may have a need for Mortgage Loan Documents to be released from Purchaser, or its designee.
Purchaser shall, or shall cause its designee, upon the written request of the Company, within ten (10) Business Days, deliver to the
Company, any requested documentation previously delivered to Purchaser as part of the Mortgage File, provided that such documentation
is promptly returned to Purchaser, or its designee, when the Company no longer requires possession of the document, and provided that
during the time that any such documentation is held by the Company, such possession is in trust for the benefit of Purchaser.
Company shall indemnify Purchaser, and its designee, from and against any and all losses, claims, damages, penalties, fines,
forfeitures, costs and expenses (including court costs and reasonable attorney's fees) resulting from or related to the loss, damage,
or misplacement of any documentation delivered to Company pursuant to this paragraph.
In addition, in connection with the assignment of any MERS Mortgage Loan, the Company agrees that it will cause, at its own
expense, the MERS® System to indicate that such Mortgage Loans have been assigned by the Company to the Purchaser in accordance with
this Agreement by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in
such computer files the information required by the MERS® System to identify the Purchaser of such Mortgage Loans. The Company
further agrees that it will not alter the information referenced in this paragraph with respect to any Mortgage Loan during the term
of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.
Section 2.08 Quality Control Procedures.
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The Company must have an internal quality control program that verifies, on a regular basis, the existence and accuracy of
the legal documents, credit documents, property appraisals, and underwriting decisions. The program must be capable of evaluating
and monitoring the overall quality of its loan production and servicing activities. The program is to ensure that the Mortgage Loans
are originated and serviced in accordance with prudent mortgage banking practices and accounting principles; guard against dishonest,
fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.
Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults
In the event any Principal Prepayment in full is made by a Mortgagor on or prior to three months after the related Closing
Date, the Company shall remit to the Purchaser an amount equal to the excess, if any, of the Purchase Price Percentage over par
multiplied by the amount of such Principal Prepayment in full. Such remittance shall be made by the Company to Purchaser no later
than the third Business Day following receipt of such Principal Prepayment by the Company.
In the event the first scheduled Monthly Payment which is due under any Mortgage Loan after the related Cut-off Date is
not made during the month in which such Monthly Payment is due, then not later than five (5) Business Days after notice to the
Company by Purchaser (and at Purchaser's sole option), the Company, shall repurchase such Mortgage Loan from the Purchaser pursuant
to the repurchase provisions contained in this Subsection 3.03.
Section 2.10 Modification of Obligations. Purchaser may, without any notice to Company, extend, compromise, renew,
release, change, modify, adjust or alter, by operation of law or otherwise, any of the obligations of the Mortgagors or other persons
obligated under a Mortgage Loan without releasing or otherwise affecting the obligations of Company under this Agreement, or with
respect to such Mortgage Loan, except to the extent Purchaser's extension, compromise, release, change, modification, adjustment, or
alteration affects Company's ability to collect the Mortgage Loan or realize on the security of the Mortgage, but then only to the
extent such action has such effect.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS
Section 3.01 Representations and Warranties of the Company.The Company represents, warrants and covenants to the Purchaser that, as of the related Closing Date or as of such date
specifically provided herein:
(a) The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of
Delaware and has all licenses necessary to carry out its business as now being conducted, and is licensed and qualified to transact
business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise exempt
under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing
or qualification and no demand for such licensing or qualification has been made upon such Company by any such state, and in any
event such Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each
Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement;
(b) The Company has the full power and authority and legal right to hold, transfer and convey each Mortgage Loan, to sell
each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this
Agreement and the related Term Sheet and to conduct its business as presently conducted, has duly authorized the execution, delivery
and performance of this Agreement and the related Term Sheet and any agreements contemplated hereby, has duly executed and delivered
this Agreement and the related Term Sheet, and any agreements contemplated hereby, and this Agreement and the related Term Sheet and
each Assignment to the Purchaser and any agreements contemplated hereby, constitutes a legal, valid and binding obligation of the
Company, enforceable against it in accordance with its terms, and all requisite corporate action has been taken by the Company to
make this Agreement and the related Term Sheet and all agreements contemplated hereby valid and binding upon the Company in
accordance with their terms;
(c) Neither the execution and delivery of this Agreement and the related Term Sheet, nor the origination or purchase of the
Mortgage Loans by the Company, the sale of the Mortgage Loans to the Purchaser, the consummation of the transactions contemplated
hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement and the related Term Sheet will conflict
with any of the terms, conditions or provisions of the Company's charter or by-laws or materially conflict with or result in a
material breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the
Company is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or
result in the material violation of any law, rule, regulation, order, judgment or decree to which the Company or its properties are
subject, or impair the ability of the Purchaser to realize on the Mortgage Loans.
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(d) There is no litigation, suit, proceeding or investigation pending or, to the best of Company's knowledge, threatened,
or any order or decree outstanding, with respect to the Company which, either in any one instance or in the aggregate, is reasonably
likely to have a material adverse effect on the sale of the Mortgage Loans, the execution, delivery, performance or enforceability of
this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial condition
of the Company.
(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Company of or compliance by the Company with this Agreement or the related Term Sheet, or the sale of
the Mortgage Loans and delivery of the Mortgage Files to the Purchaser or the consummation of the transactions contemplated by this
Agreement or the related Term Sheet, except for consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement or the related Term Sheet is in the ordinary course
of business of the Company and Company, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the
Company pursuant to this Agreement or the related Term Sheet are not subject to bulk transfer or any similar statutory provisions in
effect in any applicable jurisdiction;
(g) The origination and servicing practices used by the Company and any prior originator or servicer with respect to each
Mortgage Note and Mortgage have been legal and in accordance with applicable laws and regulations and the Mortgage Loan Documents,
and in all material respects proper and prudent in the mortgage origination and servicing business. Each Mortgage Loan has been
serviced in all material respects with Accepted Servicing Practices. With respect to escrow deposits and payments that the Company,
on behalf of an investor, is entitled to collect, all such payments are in the possession of, or under the control of, the Company,
and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made.
All escrow payments have been collected in full compliance with state and federal law and the provisions of the related Mortgage Note
and Mortgage. As to any Mortgage Loan that is the subject of an escrow, escrow of funds is not prohibited by applicable law and has
been established in an amount sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due
and payable. No escrow deposits or other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or
the related Mortgage Note;
(h) The Company used no selection procedures that identified the Mortgage Loans as being less desirable or valuable than
other comparable mortgage loans in the Company's portfolio at the related Cut-off Date;
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(i) The Company will treat the sale of the Mortgage Loans to the Purchaser as a sale for reporting and accounting
purposes and, to the extent appropriate, for federal income tax purposes;
(j) Company is an approved seller/servicer of residential mortgage loans for Fannie Mae, FHLMC and HUD, with such
facilities, procedures and personnel necessary for the sound servicing of such mortgage loans. The Company is duly qualified,
licensed, registered and otherwise authorized under all applicable federal, state and local laws, and regulations, if applicable,
meets the minimum capital requirements set forth by the OCC, and is in good standing to sell mortgage loans to and service mortgage
loans for Fannie Mae and FHLMC and no event has occurred which would make Company unable to comply with eligibility requirements or
which would require notification to either Fannie Mae or FHLMC;
(k) The Company does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every
covenant contained in this Agreement or the related Term Sheet. The Company is solvent and the sale of the Mortgage Loans will not
cause the Company to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud
any of the Company's creditors;
(l) No statement, tape, diskette, form, report or other document prepared by, or on behalf of, Company pursuant to this
Agreement or the related Term Sheet or in connection with the transactions contemplated hereby, contains or will contain any
statement that is or will be inaccurate or misleading in any material respect;
(m) The Company acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such
services and that the entire Servicing Fee shall be treated by the Company, for accounting and tax purposes, as compensation for the
servicing and administration of the Mortgage Loans pursuant to this Agreement. In the opinion of Company, the consideration received
by Company upon the sale of the Mortgage Loans to Purchaser under this Agreement and the related Term Sheet constitutes fair
consideration for the Mortgage Loans under current market conditions.
(n) Company has delivered to the Purchaser financial statements of its parent, for its last two complete fiscal years.
All such financial information fairly presents the pertinent results of operations and financial position for the period identified
and has been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes
thereto. There has been no change in the business, operations, financial condition, properties or assets of the Company since the
date of the Company's financial information that would have a material adverse effect on its ability to perform its obligations under
this Agreement;
(o) The Company has not dealt with any broker, investment banker, agent or other person that may be entitled to any
commission or compensation in connection with the sale of the Mortgage Loans; and
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(p) At the time any Mortgage Loan is registered by the Company with MERS, the Company will be a member of MERS in good
standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS
Mortgage Loans for as long as such Mortgage Loans are registered with MERS.
Section 3.02 Representations and Warranties as to Individual Mortgage Loans.
References in this Section to percentages of Mortgage Loans refer in each case to the percentage of the aggregate Stated
Principal Balance of the Mortgage Loans as of the related Cut-off Date, based on the outstanding Stated Principal Balances of the
Mortgage Loans as of the related Cut-off Date, and giving effect to scheduled Monthly Payments due on or prior to the related Cut-off
Date, whether or not received. References to percentages of Mortgaged Properties refer, in each case, to the percentages of expected
aggregate Stated Principal Balances of the related Mortgage Loans (determined as described in the preceding sentence). The Company
hereby represents and warrants to the Purchaser, as to each Mortgage Loan, as of the related Closing Date as follows:
(a) The information set forth in the Mortgage Loan Schedule attached to the related Term Sheet is true, complete and
correct in all material respects as of the related Cut-Off Date;
(b) The Mortgage creates a valid, subsisting and enforceable first lien or a first priority ownership interest in an
estate in fee simple in real property securing the related Mortgage Note subject to principles of equity, bankruptcy, insolvency and
other laws of general application affecting the rights of creditors;
(c) All payments due prior to the related Cut-off Date for such Mortgage Loan have been made as of the related Closing
Date; the Mortgage Loan has not been dishonored; there are no material defaults under the terms of the Mortgage Loan; the Company has
not advanced its own funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the
Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan. As
of the related Closing Date, all of the Mortgage Loans will have an actual interest paid to date of their related Cut-off Date(or
later) and will be due for the scheduled monthly payment next succeeding the Cut-off Date (or later), as evidenced by a posting to
Company's servicing collection system. No payment under any Mortgage Loan is delinquent as of the related Closing Date nor has any
scheduled payment been delinquent at any time during the twelve (12) months prior to the month of the related Closing Date. For
purposes of this paragraph, a Mortgage Loan will be deemed delinquent if any payment due thereunder was not paid by the Mortgagor in
the month such payment was due;
(d) There are no defaults by Company in complying with the terms of the Mortgage, and all taxes, governmental assessments,
insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have
been paid, or escrow funds have been established in an amount sufficient to pay for every such escrowed item which remains unpaid and
which has been assessed but is not yet due and payable;
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(e) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect,
except by written instruments which have been recorded to the extent any such recordation is required by law, or, necessary to
protect the interest of the Purchaser. No instrument of waiver, alteration or modification has been executed except in connection
with a modification agreement and which modification agreement is part of the Mortgage File and the terms of which are reflected in
the related Mortgage Loan Schedule, and no Mortgagor has been released, in whole or in part, from the terms thereof except in
connection with an assumption agreement and which assumption agreement is part of the Mortgage File and the terms of which are
reflected in the related Mortgage Loan Schedule; the substance of any such waiver, alteration or modification has been approved by
the issuer of any related Primary Mortgage Insurance Policy and title insurance policy, to the extent required by the related
policies;
(f) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense,
including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage,
or the exercise of any right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any
right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto; and as of the related Closing Date the Mortgagor was not a debtor in
any state or federal bankruptcy or insolvency proceeding;
(g) All buildings or other customarily insured improvements upon the Mortgaged Property are insured by an insurer
acceptable under the Fannie Mae or FHLMC Guides, against loss by fire, hazards of extended coverage and such other hazards as are
provided for in the Fannie Mae or FHLMC Guide, as well as all additional requirements set forth in Section 4.10 of this Agreement.
All such standard hazard policies are in full force and effect and contain a standard mortgagee clause naming the Company and its
successors in interest and assigns as loss payee and such clause is still in effect and all premiums due thereon have been paid. If
required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance Administration which policy conforms to Fannie Mae or FHLMC
requirements, as well as all additional requirements set forth in Section 4.10 of this Agreement. Such policy was issued by an
insurer acceptable under Fannie Mae or FHLMC guidelines. The Mortgage obligates the Mortgagor thereunder to maintain all such
insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to
maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from the Mortgagor. Neither the
Company (nor any prior originator or servicer of any of the Mortgage Loans) nor any Mortgagor has engaged in any act or omission
which has impaired or would impair the coverage of any such policy, the benefits of the endorsement provided for herein, or the
validity and binding effect of either;
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(h) Each Mortgage Loan complies with, and the Company has complied with, applicable local, state and federal laws,
regulations and other requirements including, without limitation, usury, equal credit opportunity, real estate settlement procedures,
the Federal Truth-In-Lending Act, disclosure laws and all applicable predatory and abusive lending laws and consummation of the
transactions contemplated hereby, including without limitation, the receipt of interest by the owner of such Mortgage Loan, will not
involve the violation of any such laws, rules or regulations. None of the Mortgage Loans are (a) Mortgage Loans subject to 12 CFR
Part 226.31, 12 CFR Part 226.32 or 226.34 of Regulation Z, the regulation implementing TILA, which implements the Home Ownership and
Equity Protection Act of 1994, as amended, or (b) except as may be provided in subparagraph (c) below, classified and/or defined, as
a "high cost", "threshold", "predatory""high risk home loan" or "covered" loan (or a similarly classified loan using different
terminology under a law imposing additional legal liability for mortgage loans having high interest rates, points and or/fees) under
any other state, federal or local law including, but not limited to, the States of Georgia, New York, North Carolina, Arkansas,
Kentucky or New Mexico, or (c) Mortgage Loans subject to the New Jersey Home Ownership Security Act of 2002 (the "Act"), unless such
Mortgage Loan is a (1) "Home Loan" as defined in the Act that is a first lien Mortgage Loan, which is not a "High Cost Home Loan" as
defined in the Act or (2) "Covered Home Loan" as defined in the Act that is a first lien purchase money Mortgage Loan, which is not a
High Cost Home Loan under the Act. In addition to and notwithstanding anything to the contrary herein, no Mortgage Loan for which
the Mortgaged Property is located in New Jersey is a Home Loan as defined in the Act that was made, arranged, or assigned by a person
selling either a manufactured home or home improvements to the Mortgaged Property or was made by an originator to whom the Mortgagor
was referred by any such seller. Each Mortgage Loan is being (and has been) serviced in accordance with Accepted Servicing Practices
and applicable state and federal laws, including, without limitation, the Federal Truth-In-Lending Act and other consumer protection
laws, real estate settlement procedures, usury, equal credit opportunity and disclosure laws. Company shall maintain in its
possession, available for the Purchaser's inspection, as appropriate, and shall deliver to the Purchaser or its designee upon demand,
evidence of compliance with all such requirements;
(i) The Mortgage has not been satisfied, canceled or subordinated, in whole or in part, or rescinded, and the Mortgaged
Property has not been released from the lien of the Mortgage, in whole or in part nor has any instrument been executed that would
effect any such release, cancellation, subordination or rescission. The Company has not waived the performance by the Mortgagor of
any action, if the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor has the Company
waived any default resulting from any action or inaction by the Mortgagor;
(j) The Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged Property, including all
buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems
affixed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing securing
the Mortgage Note's original principal balance subject to principles of equity, bankruptcy, insolvency and other laws of general
application affecting the rights of creditors. The Mortgage and the Mortgage Note do not contain any evidence of any security
interest or other interest or right thereto. Such lien is free and clear of all adverse claims, liens and encumbrances having
priority over the first lien of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and
assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the
public record as of the date of recording which are acceptable to mortgage lending institutions generally and either (A) which are
referred to in the lender's title insurance policy delivered to the originator or otherwise considered in the appraisal made for the
originator of the Mortgage Loan, or (B) which do not adversely affect the residential use or Appraised Value of the Mortgaged
Property as set forth in such appraisal, and (3) other matters to which like properties are commonly subject which do not
individually or in the aggregate materially interfere with the benefits of the security intended to be provided by the Mortgage or
the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, subsisting, enforceable and
perfected first lien and first priority security interest on the property described therein, and the Company has the full right to
sell and assign the same to the Purchaser;
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(k) The Mortgage Note and the related Mortgage are original and genuine and each is the legal, valid and binding obligation
of the maker thereof, enforceable in all respects in accordance with its terms subject to principles of equity, bankruptcy,
insolvency and other laws of general application affecting the rights of creditors, and the Company has taken all action necessary to
transfer such rights of enforceability to the Purchaser. All parties to the Mortgage Note and the Mortgage had the legal capacity to
enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The Mortgage Loan Documents are on forms
acceptable to Fannie Mae and FHLMC. The Mortgage Note and the Mortgage have been duly and properly executed by such parties. No
fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the
part of Company or the Mortgagor, or on the part of any other party involved in the origination or servicing of the Mortgage Loan.
The proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and
all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have
been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage
were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;
(l) The Company is the sole owner and holder of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note. Upon
the sale of the Mortgage Loan to the Purchaser, the Company will retain the Mortgage File or any part thereof with respect thereto
not delivered to the Purchaser or the Purchaser's designee in trust only for the purpose of servicing and supervising the servicing
of the Mortgage Loan. Immediately prior to the transfer and assignment to the Purchaser, the Mortgage Loan, including the Mortgage
Note and the Mortgage, were not subject to an assignment, sale or pledge to any person other than Purchaser, and the Company had good
and marketable title to and was the sole owner thereof and had full right to transfer and sell the Mortgage Loan to the Purchaser
free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest and has the full right and authority
subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan pursuant to this
Agreement and following the sale of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of any encumbrance,
equity, participation interest, lien, pledge, charge, claim or security interest. The Company intends to relinquish all rights to
possess, control and monitor the Mortgage Loan, except for the purposes of servicing the Mortgage Loan as set forth in this
Agreement. After the related Closing Date, the Company will not have any right to modify or alter the terms of the sale of the
Mortgage Loan and the Company will not have any obligation or right to repurchase the Mortgage Loan or substitute another Mortgage
Loan, except as provided in this Agreement, or as otherwise agreed to by the Company and the Purchaser;
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(m) Each Mortgage Loan is covered by an ALTA lender's title insurance policy or other generally acceptable form of policy
or insurance acceptable to Fannie Mae or FHLMC (including adjustable rate endorsements), issued by a title insurer acceptable to
Fannie Mae or FHLMC and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to
the exceptions contained in (j)(1), (2) and (3) above) the Company, its successors and assigns, as to the first priority lien of the
Mortgage in the original principal amount of the Mortgage Loan and against any loss by reason of the invalidity or unenforceability
of the lien resulting from the provisions of the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly
Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the
required mortgage title insurance. The Company, its successors and assigns, is the sole insured of such lender's title insurance
policy, such title insurance policy has been duly and validly endorsed to the Purchaser or the assignment to the Purchaser of the
Company's interest therein does not require the consent of or notification to the insurer and such lender's title insurance policy is
in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this
Agreement. No claims have been made under such lender's title insurance policy, and no prior holder or servicer of the related
Mortgage, including the Company, nor any Mortgagor, has done, by act or omission, anything which would impair the coverage of such
lender's title insurance policy;
(n) There is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage
Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a
default, breach, violation or event permitting acceleration; and neither the Company, nor any prior mortgagee has waived any default,
breach, violation or event permitting acceleration;
(o) There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights are
outstanding that under law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to
or equal to the lien of the related Mortgage;
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(p) All improvements subject to the Mortgage which were considered in determining the appraised value of the Mortgaged
Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property (and wholly within the project
with respect to a condominium unit) and no improvements on adjoining properties encroach upon the Mortgaged Property except those
which are insured against by the title insurance policy referred to in clause (m) above and all improvements on the property comply
with all applicable zoning and subdivision laws and ordinances;
(q) Each Mortgage Loan was originated by or for the Company pursuant to, and conforms with, the Company's underwriting
guidelines attached as Exhibit H hereto. The Mortgage Loan bears interest at an adjustable rate (if applicable) as set forth in the
related Mortgage Loan Schedule, and Monthly Payments under the Mortgage Note are due and payable on the first day of each month. The
Mortgage contains the usual and enforceable provisions of the Company at the time of origination for the acceleration of the payment
of the unpaid principal amount of the Mortgage Loan if the related Mortgaged Property is sold without the prior consent of the
mortgagee thereunder;
(r) The Mortgaged Property is not subject to any material damage. At origination of the Mortgage Loan there was not, since
origination of the Mortgage Loan there has not been, and there currently is no proceeding pending for the total or partial
condemnation of the Mortgaged Property. The Company has not received notification that any such proceedings are scheduled to
commence at a future date;
(s) The related Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby,
including, (1) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (2) otherwise by judicial
foreclosure. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the
Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;
(t) If the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified if required under applicable law
to act as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses, except as
may be required by local law, are or will become payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee's sale or attempted sale after default by the Mortgagor;
(u) The Mortgage File contains an appraisal of the related Mortgaged Property signed prior to the final approval of the
mortgage loan application by a Qualified Appraiser who had no interest, direct or indirect, in the Mortgaged Property or in any loan
made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the
appraisal and appraiser both satisfy the requirements of Fannie Mae or FHLMC and Title XI of the Federal Institutions Reform,
Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was
originated. The appraisal is in a form acceptable to Fannie Mae or FHLMC;
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(v) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such interest, were) (A) in compliance with any and all applicable licensing
requirements of the laws of the state wherein the Mortgaged Property is located, and (B) (1) organized under the laws of such state,
or (2) qualified to do business in such state, or (3) federal savings and loan associations or national banks or a Federal Home Loan
Bank or savings bank having principal offices in such state, or (4) not doing business in such state;
(w) The related Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding
Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to above and such collateral
does not serve as security for any other obligation;
(x) The Mortgagor has received and has executed, where applicable, all disclosure materials required by applicable law with
respect to the making of such mortgage loans;
(y) The Mortgage Loan does not contain "graduated payment" features. Unless otherwise indicated on the related Mortgage
Loan Schedule, no Mortgage Loan is subject to a buydown agreement or contains any buydown provision. With respect to any temporary
Buydown Mortgage Loan, the maximum CLTV is ninety-five percent (95%); the maximum rate discount is three percent (3%), the maximum
Buydown Period is three (3) years; the maximum increase is one percent (1%) per year; with respect to LTV that is 80.01% and above,
the debt-to-income ratio and payment shock are calculated at the second year Mortgage Interest Rate; with respect to LTV 80.00% and
below, debt-to-income ratio and payment shock are calculated at the first year Mortgage Interest Rate. With respect to each Mortgage
Loan that is a Buydown Mortgage Loan, (i) on or before the date of origination of such Mortgage Loan, the Company and the Mortgagor,
or the Company, the Mortgagor and the seller of the Mortgaged Property or a third party entered into a Buydown Agreement. The Buydown
Agreement provides that the seller of the Mortgaged Property (or third party) shall deliver to the Company temporary Buydown Funds in
an amount equal to the aggregate undiscounted amount of payments that, when added to the amount the Mortgagor on such Mortgage Loan
is obligated to pay on each Due Date in accordance with the terms of the Buydown Agreement, is equal to the full scheduled Monthly
Payment due on such Mortgage Loan. The temporary Buydown Funds enable the Mortgagor to qualify for the Buydown Mortgage Loan. The
effective interest rate of a Buydown Mortgage Loan if less than the interest rate set forth in the related Mortgage Note will
increase within the Buydown Period as provided in the related Buydown Agreement so that the effective interest rate will be equal to
the interest rate as set forth in the related Mortgage Note. The Buydown Mortgage Loan satisfies the requirements of Fannie Mae
guidelines; (ii) The Mortgage and Mortgage Note reflect the permanent payment terms rather than the payment terms of the Buydown
Agreement. The Buydown Agreement provides for the payment by the Mortgagor of the full amount of the Monthly Payment on any Due Date
that the Buydown Funds are available. The Buydown Funds were not used to reduce the original principal balance of the Mortgage Loan
or to increase the Appraised Value of the Mortgage Property when calculating the Loan-to-Value Ratios for purposes of the Agreement
and, if the Buydown Funds were provided by the Seller and if required under Fannie Mae and FHLMC guidelines, the terms of the Buydown
Agreement were disclosed to the appraiser of the Mortgaged Property; (iii) The Buydown Funds may not be refunded to the Mortgagor
unless the Mortgagor makes a principal payment for the outstanding balance of the Mortgage Loan; (iv) As of the date of origination
of the Mortgage Loan, the provisions of the related Buydown Agreement complied with the requirements of Fannie Mae and FHLMC
regarding buydown agreements.
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(z) The Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and the Company has no knowledge of any
circumstances or conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing
that could reasonably be expected to cause investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage
Loan to become delinquent, or materially adversely affect the value or marketability of the Mortgage Loan;
(aa) Principal payments on the Mortgage Loan, other than the Interest Only Mortgage Loan, shall commence (with respect to
any newly originated Mortgage Loans) or commenced no more than sixty (60) days after the proceeds of the Mortgage Loan were
disbursed. The Mortgage Loan bears interest at the Mortgage Interest Rate. With respect to each Mortgage Loan, the Mortgage Note is
payable on the first day of each month in Monthly Payments, which, (A) in the case of a fixed rate Mortgage Loan, are sufficient to
fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest
Rate, (B) in the case of an adjustable rate Mortgage Loan, other than the Interest Only Mortgage Loan, are changed on each Adjustment
Date, and in any case, are sufficient to fully amortize the original principal balance over the original term thereof and to pay
interest at the related Mortgage Interest Rate and (C) in the case of a Balloon Loan, are based on a fifteen (15) or thirty (30) year
amortization schedule, as set forth in the related Mortgage Note, and a final monthly payment substantially greater than the
preceding monthly payment which is sufficient to amortize the remaining principal balance of the Balloon Loan and to pay interest at
the related Mortgage Interest Rate. The Index for each Adjustable Rate Mortgage Loan is as defined in the related Confirmation and
the Mortgage Loan Schedule. The Mortgage Note does not permit negative amortization, unless otherwise noted on the related Mortgage
Loan Schedule. No Mortgage Loan is a convertible Mortgage Loan; (D) in the case of an Interest Only Mortgage Loan, the monthly
payments on each Interest Only Mortgage Loan during the related interest only period is equal to the product of the related Mortgage
Interest Rate and the principal balance of such Mortgage Loan on the first day of each month and after such interest only period,
except with respect to Interest Only Mortgage Loan that are adjustable rate Mortgage Loans, such Mortgage Loan is payable in equal
monthly installments of principal and interest;
(bb) If such Mortgage Loan is a Co-op Loan, the security instruments create a valid, enforceable and subsisting first
priority security interest in the related cooperative shares securing the related cooperative note, subject only to (x) the lien of
the related cooperative for unpaid assessments representing the Mortgagor's pro rata share of payments for a blanket mortgage, if
any, current and future real property taxes, insurance premiums, maintenance fees and other assessments to which like collateral is
commonly subject and (y) other matters to which like collateral is commonly subject and which do not materially interfere with the
benefits of the security intended to be provided; provided, however, that the related proprietary lease for the cooperative apartment
may be subordinated or otherwise subject to the lien of a mortgage on the cooperative building;
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(cc) (INTENTIONALLY LEFT BLANK)
(dd) (INTENTIONALLY LEFT BLANK)
(ee) (INTENTIONALLY LEFT BLANK)
(ff) (INTENTIONALLY LEFT BLANK)
(gg) (INTENTIONALLY LEFT BLANK)
(hh) In the event the Mortgage Loan had an LTV at origination greater than 80.00%, the excess of the principal balance of
the Mortgage Loan over 75.0% of the Appraised Value of the Mortgaged Property with respect to a Refinanced Mortgage Loan, or the
lesser of the Appraised Value or the purchase price of the Mortgaged Property with respect to a purchase money Mortgage Loan was
insured as to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. No Mortgage Loan has an LTV over
95%. All provisions of such Primary Mortgage Insurance Policy have been and are being complied with, such policy is in full force
and effect, and all premiums due thereunder have been paid. No Mortgage Loan requires payment of such premiums, in whole or in part,
by the Purchaser. No action, inaction, or event has occurred and no state of facts exists that has, or will result in the exclusion
from, denial of, or defense to coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance Policy obligates the Mortgagor
thereunder to maintain the Primary Mortgage Insurance Policy, subject to state and federal law, and to pay all premiums and charges
in connection therewith. No action has been taken or failed to be taken, on or prior to the Closing Date which has resulted or will
result in an exclusion from, denial of, or defense to coverage under any Primary Mortgage Insurance Policy (including, without
limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely payment of the full amount
of the loss otherwise due thereunder to the insured) whether arising out of actions, representations, errors, omissions, negligence,
or fraud of the Company or the Mortgagor, or for any other reason under such coverage; The mortgage interest rate for the Mortgage
Loan as set forth on the related Mortgage Loan Schedule is net of any such insurance premium. None of the Mortgage Loans are subject
to "lender-paid" mortgage insurance;
(ii) The Assignment is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located;
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(jj) Unless specified on the related Mortgage Loan Schedule, none of the Mortgage Loans are secured by an interest in a
leasehold estate. The Mortgaged Property is located in the state identified in the related Mortgage Loan Schedule and consists of a
single parcel of real property with a detached single family residence erected thereon, or a townhouse, or a two-to four-family
dwelling, or an individual condominium unit in a condominium project, or an individual unit in a planned unit development or a de
minimis planned unit development, provided, however, that no residence or dwelling is a single parcel of real property with a
manufactured home not affixed to a permanent foundation, or a mobile home. Any condominium unit or planned unit development conforms
with the Company's underwriting guidelines. As of the date of origination, no portion of any Mortgaged Property was used for
commercial purposes, and since the Origination Date, no portion of any Mortgaged Property has been, or currently is, used for
commercial purposes;
(kk) Payments on the Mortgage Loan commenced no more than sixty (60) days after the funds were disbursed in connection
with the Mortgage Loan. The Mortgage Note is payable on the first day of each month in monthly installments of principal (if
applicable) and interest, which installments are subject to change due to the adjustments to the Mortgage Interest Rate on each
Adjustment Date, with interest calculated and payable in arrears. Each of the Mortgage Loans will amortize fully by the stated
maturity date, over an original term of not more than thirty years from commencement of amortization;
(ll) As of the Closing Date of the Mortgage Loan, the Mortgage Property was lawfully occupied under applicable law, and
all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged
Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire
underwriting certificates, have been made or obtained from the appropriate authorities;
(mm) There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any
environmental law, rule or regulation is an issue; Company has no knowledge of any violation of any environmental law, rule or
regulation with respect to the Mortgaged Property; and the Company has not received any notice of any environmental hazard on the
Mortgaged Property and nothing further remains to be done to satisfy in full all requirements of each such law, rule or regulation
constituting a prerequisite to use and enjoyment of said property;
(nn) The Mortgagor has not notified the Company, and the Company has no knowledge of any relief requested or allowed to
the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;
(oo) No Mortgage Loan is a construction or rehabilitation Mortgage Loan or was made to facilitate the trade-in or
exchange of a Mortgaged Property;
(pp) The Mortgagor for each Mortgage Loan is a natural person;
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(qq) [Reserved];
(rr) With respect to each Mortgage Loan that has a prepayment penalty feature, each such prepayment penalty is
enforceable and will be enforced by the Company and each prepayment penalty is permitted pursuant to federal, state and local law. No
Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was originated;
(ss) With respect to each Mortgage Loan either (i) the fair market value of the Mortgaged Property securing such Mortgage
Loan was at least equal to 80 percent of the original principal balance of such Mortgage Loan at the time such Mortgage Loan was
originated or (ii) (a) the Mortgage Loan is only secured by the Mortgage Property and (b) substantially all of the proceeds of such
Mortgage Loan were used to acquire or to improve or protect the Mortgage Property. For the purposes of the preceding sentence, if the
Mortgage Loan has been significantly modified other than as a result of a default or a reasonable foreseeable default, the modified
Mortgage Loan will be viewed as having been originated on the date of the modification;
(tt) The Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to
sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union,
insurance company or similar institution which is supervised and examined by a federal or state authority;
(uu) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged Properties are timeshares;
(vv) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments and adjustments of the
outstanding principal balance are enforceable, all such adjustments have been properly made, including the mailing of required
notices, and such adjustments do not and will not affect the priority of the Mortgage lien. With respect to each Mortgage Loan
which has passed its initial Adjustment Date, Company has performed an audit of the Mortgage Loan to determine whether all
interest rate adjustments have been made in accordance with the terms of the Mortgage Note and Mortgage;
(ww) Each Mortgage Note, each Mortgage, each Assignment and any other documents required pursuant to this Agreement to be
delivered to the Purchaser or its designee, or its assignee for each Mortgage Loan, have been, on or before the related Closing Date,
delivered to the Purchaser or its designee, or its assignee;
(xx) There is no Mortgage Loan that was originated on or after October 1, 2002 and before March 7, 2003, which is secured
by property located in the State of Georgia;
(yy) No proceeds from any Mortgage Loan were used to finance single premium credit insurance policies;
(zz) [Reserved];
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(aaa) The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical
principles which relate the borrower's income, assets and liabilities to the proposed payment and such underwriting methodology does
not rely on the extent of the borrower's equity in the collateral as the principal determining factor in approving such credit
extension. Such underwriting methodology confirmed that at the time of origination (application/approval) the borrower had a
reasonable ability to make timely payments on the Mortgage Loan;
(bbb) With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment
prior to maturity: (i) prior to the loan's origination, the borrower agreed to such premium in exchange for a monetary benefit,
including but not limited to a rate or fee reduction, (ii) prior to the loan's origination, the borrower was offered the option of
obtaining a mortgage loan that did not require payment of such a premium, (iii) the prepayment premium is disclosed to the borrower
in the loan documents pursuant to applicable state and federal law, and (iv) notwithstanding any state or federal law to the
contrary, the Servicer shall not impose such prepayment premium in any instance when the mortgage debt is accelerated as the result
of the borrower's default in making the loan payments;
(ccc) No borrower was required to purchase any credit life, disability, accident or health insurance product as a
condition of obtaining the extension of credit. No borrower obtained a prepaid single-premium credit life, disability, accident or
health insurance policy in connection with the origination of the Mortgage Loan; No proceeds from any Mortgage Loan were used to
purchase single premium credit insurance policies as part of the origination of, or as a condition to closing, such Mortgage Loan;
(ddd) [Reserved],
(eee) Any Mortgage Loan with a Mortgaged Property in the State of Illinois complies with the Illinois Interest Act, if
applicable;
(fff) With respect to any Mortgage Loan originated on or after August 1, 2004 and underlying the security, neither the
related Mortgage nor the related Mortgage Note requires the borrower to submit to arbitration to resolve any dispute arising out of
or relating in any way to the mortgage loan transaction;
(ggg) No Mortgage Loan is secured by Mortgaged Property in the Commonwealth of Massachusetts with a loan application date on
or after November 7, 2004 that refinances a mortgage loan that is less than sixty (60) months old, unless such Mortgage Loan (1) is
on an investment property, (ii) meets the requirements set forth in the Code of Massachusetts Regulation ("CMR"), 209 CMR
53.04(1)(b), or (iii) meets the requirements set forth in the 209 CMR 53.04(1)(c);
(hhh) For any Mortgage Loan with the related Mortgaged Property located in State of Texas which is a second lien and the
interest rate is in excess of 10% and where terms of the Mortgage Note contain a provision for which the Mortgagor may be entitled to
prepaid interest upon payoff, no Mortgagor paid any administrative fees, points, or loan origination fees which would actually result
in any prepaid interest being due the Mortgagor under the terms of the Mortgage Note;
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(iii) The Company has complied with all applicable anti-money laundering laws and regulations, including without
limitation the USA Patriot Act of 2001 (collectively, the Anti-Money Laundering Laws"). The Company has established an anti-money
laundering compliance program as required by the Anti-Money Laundering Laws and has conducted the requisite due diligence in
connection with the origination of each Mortgage Loan for the purposes of the Anti-Money Laundering Laws. The Company further
represents that it takes reasonable efforts to determine whether any Mortgagor appears on any list of blocked or prohibited parties
designated by the U.S. Department of Treasury; and
(jjj) If the Mortgage Loan is secured by a long-term residential lease, (1) the terms of such lease expressly permit the
mortgaging of the leasehold estate, the assignment of the lease without the lessor's consent (or the lessor's consent has been
obtained) and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of
foreclosure or provide the holder of the Mortgage with substantially similar protection (2) the terms of such lease do not (a) allow
the termination thereof upon the lessee's default without the holder of the Mortgage being entitled to receive written notice of, and
opportunity to cure, such default, (b) allow the termination of a lease in the event of damage or destruction as long as the Mortgage
is in existence or (c) prohibit the holder of the Mortgage from being insured under the hazard insurance policy relating to the
Mortgaged Property (3) the original term of such lease is not less than 15 years (4) the term of such lease does not terminate
earlier than 5 years after the maturity date of the Note and (5) the Mortgaged Property is located in a jurisdiction in which the use
of leasehold estates for residential properties is a widely-accepted practice.
Section 3.03 Repurchase; Substitution.
It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive the
sale of the Mortgage Loans and delivery of the Mortgage Loan Documents to the Purchaser, or its designee, and shall inure to the
benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the
examination, or lack of examination, of any Mortgage File. Upon discovery by either the Company or the Purchaser of a breach of any
of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the
interest of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. The
Company shall have a period of sixty (60) days from the earlier of its discovery or its receipt of notice of any such breach within
which to correct or cure such breach. The Company hereby covenants and agrees that if any such breach is not corrected or cured
within such sixty day period, the Company shall, at the Purchaser's option and not later than ninety (90) days of its discovery or
its receipt of notice of such breach, repurchase such Mortgage Loan at the Repurchase Price or, with the Purchaser's prior consent
and at Purchaser's sole option, substitute a Mortgage Loan as provided below. In the event that any such breach shall involve any
representation or warranty set forth in Section 3.01, and such breach is not cured within sixty (60) days of the earlier of either
discovery by or notice to the Company of such breach, all Mortgage Loans shall, at the option of the Purchaser, be repurchased by the
Company at the Repurchase Price. Any such repurchase shall be accomplished by wire transfer of immediately available funds to
Purchaser in the amount of the Repurchase Price.
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If the Company is required to repurchase any Mortgage Loan pursuant to this Section 3.03, the Company may, with the
Purchaser's prior consent and at Purchaser's sole option, within ninety (90) days from the related Closing Date, remove such
defective Mortgage Loan from the terms of this Agreement and substitute another mortgage loan for such defective Mortgage Loan, in
lieu of repurchasing such defective Mortgage Loan. Any substitute Mortgage Loan is subject to Purchaser acceptability. Any
substituted Loans will comply with the representations and warranties set forth in this Agreement as of the substitution date
The Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the removed Mortgage Loan from this
Agreement and the substitution of such substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall review the
Mortgage File delivered to it relating to the substitute Mortgage Loan. In the event of such a substitution, accrued interest on the
substitute Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon during such month
shall be the property of the Purchaser and accrued interest for such month on the Mortgage Loan for which the substitution is made
and any Principal Prepayments made thereon during such month shall be the property of the Company. The principal payment on a
substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of the Company and the principal
payment on the Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.
For any month in which the Company is permitted to substitute one or more substitute Mortgage Loans, the Company will
determine the amount (if any) by which the aggregate Stated Principal Balance (after application of the principal portion of all
scheduled payments due in the month of substitution) of all the substitute Mortgage Loans in the month of substitution is less then
the aggregate Stated Principal Balance (after application of the principal portion of the scheduled payment due in the month of
substitution) of the such replaced Mortgage Loan. An amount equal to the aggregate of such deficiencies described in the preceding
sentence for any Remittance Date shall be deposited into the Custodial Account by the Company on the related Determination Date in
the month following the calendar month during which the substitution occurred.
It is understood and agreed that the obligation of the Company set forth in this Section 3.03 to cure, repurchase or
substitute for a defective Mortgage Loan, and to indemnify Purchaser pursuant to Section 8.01, constitute the sole remedies of the
Purchaser respecting a breach of the foregoing representations and warranties. If the Company fails to repurchase or substitute for
a defective Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective Mortgage Loan to Purchaser's reasonable
satisfaction in accordance with this Section 3.03, or to indemnify Purchaser pursuant to Section 8.01, that failure shall be an Event
of Default and the Purchaser shall be entitled to pursue all remedies available in this Agreement as a result thereof. No provision
of this paragraph shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth in Sections 10.01 and
11.01.
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Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made
in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) the earlier of discovery of such breach by the Company or
notice thereof by the Purchaser to the Company, (ii) failure by the Company to cure such breach or repurchase such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.
In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision of this Agreement, with
respect to any Mortgage Loan that is not in default or as to which no default is imminent, no substitution pursuant to Subsection
3.03 shall be made after the applicable REMIC's "start up day" (as defined in Section 860G(a) (9) of the Code), unless the Company
has obtained an Opinion of Counsel to the effect that such substitution will not (i) result in the imposition of taxes on "prohibited
transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii) cause the REMIC
to fail to qualify as a REMIC at any time.
If pursuant to the foregoing provisions the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company
shall either (a) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from
MERS to the Company and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS' rules
and regulations or (b) cause MERS to designate on the MERS® System the Company as the beneficial holder of such Mortgage Loan.
Section 3.04 Representations and Warranties of the Purchaser.
The Purchaser represents, warrants and convenants to the Company that, as of the related Closing Date or as of such date
specifically provided herein:
(e) The Purchaser is a corporation, dully organized validly existing and in good standing under the laws of the State of
Delaware and is qualified to transact business in, is in good standing under the laws of, and possesses all licenses necessary for
the conduct of its business in, each state in which any Mortgaged Property is located or is otherwise except or not required under
applicable law to effect such qualification or license;
(f) The Purchaser has full power and authority to hold each Mortgage Loan, to purchase each Mortgage Loan pursuant to this
Agreement and the related Term Sheet and to execute, deliver and perform, and to enter into and consummate all transactions
contemplated by this Agreement and the related Term Sheet and to conduct its business as presently conducted, has duly authorized the
execution, delivery and performance of this Agreement and the related Term Sheet, has duly executed and delivered this Agreement and
the related Term Sheet;
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(c) None of the execution and delivery of this Agreement and the related Term Sheet, the purchase of the Mortgage Loans,
the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this
Agreement and the related Term Sheet will conflict with any of the terms, conditions or provisions of the Purchaser's charter or
by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal
restriction or any agreement or instrument to which the Purchaser is now a party or by which it is bound, or constitute a default or
result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order,
judgment or decree to which the Purchaser or its property is subject;
(d) There is no litigation pending or to the best of the Purchaser's knowledge, threatened with respect to the Purchaser
which is reasonably likely to have a material adverse effect on the purchase of the related Mortgage Loans, the execution, delivery
or enforceability of this Agreement and the related Term Sheet, or which is reasonably likely to have a material adverse effect on
the financial condition of the Purchaser;
(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the
execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement and the related Term
Sheet, the purchase of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement and the related Term
Sheet except for consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement and the related Term Sheet is in the ordinary
course of business of the Purchaser;
(h) The Purchaser will treat the purchase of the Mortgage Loans from the Company as a purchase for reporting, tax and
accounting purposes; and
(i) The Purchaser does not believe, nor does it have any cause or reason to believe, that it cannot perform each and
every of its covenants contained in this Agreement and the related Term Sheet.
The Purchaser shall indemnify the Company and hold it harmless against any claims, proceedings, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from a
breach by the Purchaser of the representations and warranties contained in this Section 3.04. It is understood and agreed that the
obligations of the Purchaser set forth in this Section 3.04 to indemnify the Company as provided herein constitute the sole remedies
of the Company respecting a breach of the foregoing representations and warranties.
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ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANSSection 4.01 Company to Act as Servicer.The Company, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with this
Agreement and the related Term Sheet and with Accepted Servicing Practices, and shall have full power and authority, acting alone, to
do or cause to be done any and all things in connection with such servicing and administration which the Company may deem necessary
or desirable and consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing Practices and
exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement and the related Term
Sheet, the Company shall service the Mortgage Loans in strict compliance with the servicing provisions of the Fannie Mae Guides
(special servicing option), which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the
collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a
Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions
insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies, insurance
claims, the title, management and disposition of REO Property, permitted withdrawals with respect to REO Property, liquidation
reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged Property, the release of
Mortgage Files, annual statements, and examination of records and facilities. In the event of any conflict, inconsistency or
discrepancy between any of the servicing provisions of this Agreement and the related Term Sheet and any of the servicing provisions
of the Fannie Mae Guides, the provisions of this Agreement and the related Term Sheet shall control and be binding upon the Purchaser
and the Company.
Consistent with the terms of this Agreement and the related Term Sheet, the Company may waive, modify or vary any term of
any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the
Company's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the
Purchaser, provided, however, that unless the Company has obtained the prior written consent of the Purchaser, the Company shall not
permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer for more than ninety
days or forgive any payment of principal or interest, reduce or increase the outstanding principal balance (except for actual
payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which has been
agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the
Company shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest
payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference
between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of
such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to the
same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Company shall
continue, and is hereby authorized and empowered, to prepare, execute and deliver, all instruments of satisfaction or cancellation,
or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to
the Mortgaged Properties. Notwithstanding anything herein to the contrary, the Company may not enter into a forbearance agreement or
similar arrangement with respect to any Mortgage Loan which term exceeds 12 months in duration. Any such agreement shall be
approved by Purchaser and, if required, by the Primary Mortgage Insurance Policy insurer, if required. Any other loss mitigation or
workout alternatives, such as short sales or deeds in lieu of foreclosure, shall be subject to the approval of the Purchaser and the
Primary Mortgage Insurance Policy insurer if applicable.
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Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through Transfer,
the Company (a) with respect to such Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would
change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such
default is, in the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or amendment of any term
of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or
Treasury regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition
of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions.
Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through Transfer, which is not contemplated
under the terms of this Agreement, the Company will obtain an Opinion of Counsel acceptable to the trustee in such Pass-Through
Transfer with respect to whether such action could result in the imposition of a tax upon any REMIC (including but not limited to the
tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code)(either such event, an "Adverse REMIC Event"), and the Company shall not take any such actions as to
which it has been advised that an Adverse REMIC Event could occur.
The Company shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC.
The Company shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a
REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permittedinvestments" as defined in Section 860G(a)(5) of the Code.
In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing Practices, giving due
consideration to the Purchaser's reliance on the Company. Unless a different time period is stated in this Agreement or the related
Term Sheet, Purchaser shall be deemed to have given consent in connection with a particular matter if Purchaser does not
affirmatively grant or deny consent within five (5) Business Days from the date Purchaser receives a second written request for
consent for such matter from Company as servicer.
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The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that the Subservicer is an entity
that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service
mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and
in either case shall be a FHLMC or Fannie Mae approved mortgage servicer in good standing, and no event has occurred, including but
not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders
imposed by Fannie Mae or for seller/servicers imposed by Fannie Mae or FHLMC, or which would require notification to Fannie Mae or
FHLMC. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its
licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to
protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its
duties under the related Subservicing Agreement. The Company may perform any of its servicing responsibilities hereunder or may
cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of the Subservicer
shall not release the Company from any of its obligations hereunder and the Company shall remain responsible hereunder for all acts
and omissions of the Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees
and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. Company shall
notify Purchaser promptly in writing upon the appointment of any Subservicer.
At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company shall be
entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing responsibilities to be
performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained
herein shall be deemed to prevent or prohibit the Company, at the Company's option, from electing to service the related Mortgage
Loans itself. In the event that the Company's responsibilities and duties under this Agreement are terminated pursuant to Section
4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate the
rights and responsibilities of the Subservicer effective as of the date of termination of the Company. The Company shall pay all
fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's own
funds without reimbursement from the Purchaser.
Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company and the
Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be relieved of its
obligations to the Purchaser and shall be obligated to the same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the Subservicer for
indemnification of the Company by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification. The Company will indemnify and hold Purchaser harmless from any loss, liability or expense arising out of its use
of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder.
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Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer
shall be deemed to be between the Subservicer and Company alone, and the Purchaser shall have no obligations, duties or liabilities
with respect to the Subservicer including no obligation, duty or liability of Purchaser to pay the Subservicer's fees and expenses.
For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to have received a
payment on a Mortgage Loan when the Subservicer has received such payment.
The Company will transmit full-file credit reporting data for each Mortgage Loan pursuant to the Fannie Mae Selling Guide
and that for each Mortgage Loan, the Company agrees it shall report one of the following statuses each month as follows: new
origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off.
Section 4.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to this Agreement, the Company will
proceed diligently to collect all payments due under each Mortgage Loan when the same shall become due and payable and shall, to the
extent such procedures shall be consistent with this Agreement, Accepted Servicing Practices, and the terms and provisions of any
related Primary Mortgage Insurance Policy, follow such collection procedures as it follows with respect to mortgage loans comparable
to the Mortgage Loans and held for its own account. Further, the Company will take special care in ascertaining and estimating
annual escrow payments, and all other charges that, as provided in the Mortgage, will become due and payable, so that the
installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable.
Section 4.03 Realization Upon Defaulted MortgageThe Company shall use its best efforts, consistent with the procedures that the Company would use in servicing loans for its
own account, consistent with Accepted Servicing Practices, any Primary Mortgage Insurance Policies and the best interest of
Purchaser, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant
to Section 4.01. . Loan shall be demanded within 90 days of default for Mortgaged Properties for which no satisfactory arrangements
can be made for collection of delinquent payments, subject to state and federal law and regulation. Foreclosure or comparable
proceedings shall be initiated within one hundred twenty (120) days of default for Mortgaged Properties for which no satisfactory
arrangements can be made for collection of delinquent payments, subject to state and federal law and regulation. In the event any
payment due under any Mortgage Loan is not paid when the same becomes due and payable, or in the event the Mortgagor fails to perform
any other covenant or obligation under the Mortgage Loan and such failure continues beyond any applicable grace period, the Company
will proceed diligently to collect all payments due and shall take such action, including commencing foreclosure, as it shall
reasonably deem to be in the best interests of the Purchaser in a manner consistent with Accepted Servicing Practices, subject to
state and federal law and regulation. The Company shall use its best efforts to realize upon defaulted Mortgage Loans in such manner
as will maximize the receipt of principal and interest by the Purchaser, taking into account, among other things, the timing of
foreclosure proceedings. The foregoing is subject to the provisions that, in any case in which a Mortgaged Property shall have
suffered damage, the Company shall not be required to expend its own funds toward the restoration of such property unless it shall
determine in its discretion (i) that such restoration will increase the proceeds of liquidation of the related Mortgage Loan to the
Purchaser after reimbursement to itself for such expenses, and (ii) that such expenses will be recoverable by the Company through
Insurance Proceeds or Liquidation Proceeds from the related Mortgaged Property, as contemplated in Section 4.05. Company shall
obtain prior approval of Purchaser as to repair or restoration expenses in excess of ten thousand dollars ($10,000). The Company
shall be responsible for all costs and expenses incurred by it in any such proceedings or functions; provided, however, that it shall
be entitled to reimbursement thereof from the related property, as contemplated in Section 4.05. Notwithstanding anything to the
contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Company
has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the
Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property, such an inspection or review is to be
conducted by a qualified inspector at the Purchaser's expense. Upon completion of the inspection, the Company shall promptly provide
the Purchaser with a written report of the environmental inspection. After reviewing the environmental inspection report, the
Purchaser shall determine how the Company shall proceed with respect to the Mortgaged Property.
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Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the
Company as servicer of any Mortgage Loan which becomes ninety (90) days or greater delinquent in payment of a scheduled Monthly
Payment, without payment of any termination fee with respect thereto, provided that the Company shall on the date said termination
takes effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to Section 5.03 and any unreimbursed
Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such delinquent Mortgage Loan
notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the provisions of Section
11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to such delinquent Mortgage
Loan to the Purchaser or its designee.
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In the event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property, such property shall be disposed of by
the Company, with the consent of Purchaser as required pursuant to this Agreement, before the close of the third taxable year
following the taxable year in which the Mortgage Loan became an REO Property, unless the Company provides to the trustee under such
REMIC an opinion of counsel to the effect that the holding of such REO Property subsequent to the close of the third taxable year
following the taxable year in which the Mortgage Loan became an REO Property, will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code, or cause the transaction to fail to qualify as a REMIC at any time
that certificates are outstanding. Company shall manage, conserve, protect and operate each such REO Property for the
certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such property to fail
to qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E) of the Code, or any "net income from foreclosure
property" which is subject to taxation under the REMIC provisions of the Code. Pursuant to its efforts to sell such property, the
Company shall either itself or through an agent selected by Company, protect and conserve such property in the same manner and to
such an extent as is customary in the locality where such property is located. Additionally, Company shall perform the tax
withholding and reporting related to Sections 1445 and 6050J of the Code.
Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts.The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from
any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts. The Custodial Account shall
be an Eligible Account. Funds deposited in the Custodial Account, which shall be deposited within 24 hours of receipt, shall at all
times be insured by the FDIC up to the FDIC insurance limits, or must be invested in Permitted Investments for the benefit of the
Purchaser. Funds deposited in the Custodial Account may be drawn on by the Company in accordance with Section 4.05. The creation of
any Custodial Account shall be evidenced by a letter agreement in the form shown in Exhibit B hereto. The original of such letter
agreement shall be furnished to the Purchaser on the Closing Date, and upon the request of any subsequent Purchaser.
The Company shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and
collections received or made by it subsequent to the Cut-off Date, or received by it prior to the Cut-off Date but allocable to a
period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date:
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;
(iii) all Liquidation Proceeds;
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(iv) any amounts required to be deposited by the Company in connection with any REO Property pursuant to Section 4.13 and
in connection therewith, the Company shall provide the Purchaser with written detail itemizing all of such amounts;
(v) all Insurance Proceeds including amounts required to be deposited pursuant to Sections 4.08, 4.10 and 4.11, other than
proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the
Mortgagor in accordance with Accepted Servicing Practices, the Mortgage Loan Documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with
Accepted Servicing Practices, the loan documents or applicable law;
(vii) any Monthly Advances;
(viii) with respect to each full or partial Principal Prepayment, any Prepayment Interest Shortfalls, to the extent of the
Company's aggregate Servicing Fee received with respect to the related Prepayment Period;
(ix) any amounts required to be deposited by the Company pursuant to Section 4.10 in connection with the deductible clause
in any blanket hazard insurance policy, such deposit shall be made from the Company's own funds, without reimbursement therefor; and
(x) any amounts required to be deposited in the Custodial Account pursuant to Section 4.01, 4.13 or 6.02.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed
that, without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the
extent permitted by Section 6.01, need not be deposited by the Company in the Custodial Account. Any interest paid on funds
deposited in the Custodial Account by the depository institution shall accrue to the benefit of the Company and the Company shall be
entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 4.05 (iv). The Purchaser shall not be
responsible for any losses suffered with respect to investment of funds in the Custodial Account.
Section 4.05 Permitted Withdrawals From the Custodial Account.The Company may, from time to time, withdraw from the Custodial Account for the following purposes:
(i) to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;
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(ii) to reimburse itself for Monthly Advances, the Company's right to reimburse itself pursuant to this subclause (ii) being
limited to amounts received on the related Mortgage Loan which represent late collections (net of the related Servicing Fees) of
principal and/or interest respecting which any such advance was made, it being understood that, in the case of such reimbursement,
the Company's right thereto shall be prior to the rights of the Purchaser, except that, where the Company is required to repurchase a
Mortgage Loan, pursuant to Section 3.03, the Company's right to such reimbursement shall be subsequent to the payment to the
Purchaser of the Repurchase Price pursuant to such Section and all other amounts required to be paid to the Purchaser with respect to
such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing Fees(or REO administration fees
described in Section 4.13), the Company's right to reimburse itself pursuant to this subclause (iii) with respect to any Mortgage
Loan being limited to related proceeds from Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the
relevant provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement; any recovery shall be made upon liquidation
of the REO Property;
(iv) to pay to itself as part of its servicing compensation (a) any interest earned on funds in the Custodial Account
(all such interest to be withdrawn monthly not later than each Remittance Date), and (b) the Servicing Fee from that portion of any
payment or recovery as to interest with respect to a particular Mortgage Loan;
(v) to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant to Section 3.03 all amounts
received thereon and not distributed as of the date on which the related repurchase price is determined,
(vi) to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;
(vii) to remove funds inadvertently placed in the Custodial Account by the Company; and
(vi) to clear and terminate the Custodial Account upon the termination of this Agreement.
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow
Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow
Accounts. The Escrow Account shall be an Eligible Account. Funds deposited in each Escrow Account shall at all times be insured in
a manner to provide maximum insurance under the insurance limitations of the FDIC, or must be invested in Permitted Investments.
Funds deposited in the Escrow Account may be drawn on by the Company in accordance with Section 4.07. The creation of any Escrow
Account shall be evidenced by a letter agreement in the form shown in Exhibit C. The original of such letter agreement shall be
furnished to the Purchaser on the Closing Date, and upon request to any subsequent purchaser.
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The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any
such items as required under the terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.
The Company shall make withdrawals from the Escrow Account only to effect such payments as are required under this
Agreement, and for such other purposes as shall be as set forth or in accordance with Section 4.07. The Company shall be entitled to
retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds
required by law to be paid to the Mortgagor and, to the extent required by law, the Company shall pay interest on escrowed funds to
the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest paid thereon is insufficient for such
purposes. The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Escrow Account.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by Company only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, Primary Mortgage Insurance Policy
premiums, if applicable, fire and hazard insurance premiums, condominium assessments and comparable items;
(ii) to reimburse Company for any Servicing Advance made by Company with respect to a related Mortgage Loan but only from
amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be overages;
(iv) for transfer to the Custodial Account in accordance with the terms of this Agreement;
(v) for application to restoration or repair of the Mortgaged Property;
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(vi) to pay to the Company, or to the Mortgagor to the extent required by law, any interest paid on the funds deposited
in the Escrow Account;
(vii) to clear and terminate the Escrow Account on the termination of this Agreement. As part of its servicing duties, the
Company shall pay to the Mortgagors interest on funds in Escrow Account, to the extent required by law, and to the extent that
interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement
therefor; and
(viii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06.
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage Insurance Policies;Collections Thereunder.
With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the status of ground rents,
taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of
primary mortgage insurance premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges, including renewal premiums and shall effect payment thereof prior to the applicable penalty or termination
date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been estimated and accumulated by the Company in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage or applicable law. To the extent that the Mortgage does not provide for Escrow Payments, the Company
shall determine that any such payments are made by the Mortgagor at the time they first become due. The Company assumes full
responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of the
Mortgagor's faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own
funds to effect such payments.
The Company will maintain in full force and effect Primary Mortgage Insurance Policies issued by a Qualified Insurer with
respect to each Mortgage Loan for which such coverage is herein required. Such coverage will be terminated only with the approval of
Purchaser, or as required by applicable law or regulation. The Company will not cancel or refuse to renew any Primary Mortgage
Insurance Policy in effect on the Closing Date that is required to be kept in force under this Agreement unless a replacement Primary
Mortgage Insurance Policy for such canceled or nonrenewed policy is obtained from and maintained with a Qualified Insurer. The
Company shall not take any action which would result in non-coverage under any applicable Primary Mortgage Insurance Policy of any
loss which, but for the actions of the Company would have been covered thereunder. In connection with any assumption or substitution
agreement entered into or to be entered into pursuant to Section 6.01, the Company shall promptly notify the insurer under the
related Primary Mortgage Insurance Policy, if any, of such assumption or substitution of liability in accordance with the terms of
such policy and shall take all actions which may be required by such insurer as a condition to the continuation of coverage under the
Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is terminated as a result of such assumption or
substitution of liability, the Company shall obtain a replacement Primary Mortgage Insurance Policy as provided above.
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In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the insurer under any Private Mortgage Insurance Policy in a timely fashion in accordance with the terms of such
Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Company under
any Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05.
Section 4.09 Transfer of Accounts.The Company may transfer the Custodial Account or the Escrow Account to a different Eligible Account from time to time.
Such transfer shall be made only upon obtaining the prior written consent of the Purchaser, which consent will not be unreasonably
withheld.
Section 4.10 Maintenance of Hazard Insurance.The Company shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as is
acceptable to Fannie Mae or FHLMC and customary in the area where the Mortgaged Property is located in an amount which is equal to
the lesser of (i) the maximum insurable value of the improvements securing such Mortgage Loan or (ii) the greater of (a) the
outstanding principal balance of the Mortgage Loan, and (b) an amount such that the proceeds thereof shall be sufficient to prevent
the Mortgagor and/or the mortgagee from becoming a co-insurer. If required by the Flood Disaster Protection Act of 1973, as amended,
each Mortgage Loan shall be covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal
Insurance Administration in effect with an insurance carrier acceptable to Fannie Mae or FHLMC, in an amount representing coverage
not less than the least of (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable value of the
improvements securing such Mortgage Loan or (iii) the maximum amount of insurance which is available under the Flood Disaster
Protection Act of 1973, as amended. If at any time during the term of the Mortgage Loan, the Company determines in accordance with
applicable law and pursuant to the Fannie Mae Guides that a Mortgaged Property is located in a special flood hazard area and is not
covered by flood insurance or is covered in an amount less than the amount required by the Flood Disaster Protection Act of 1973, as
amended, the Company shall notify the related Mortgagor that the Mortgagor must obtain such flood insurance coverage, and if said
Mortgagor fails to obtain the required flood insurance coverage within forty-five (45) days after such notification, the Company
shall immediately force place the required flood insurance on the Mortgagor's behalf. The Company shall also maintain on each REO
Property, fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the
improvements which are a part of such property, and, to the extent required and available under the Flood Disaster Protection Act of
1973, as amended, flood insurance in an amount as provided above. Any amounts collected by the Company under any such policies other
than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or REO
Property, or released to the Mortgagor in accordance with Accepted Servicing Practices, shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05. It is understood and agreed that no other additional insurance need be required by
the Company of the Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to this
Agreement, the Fannie Mae Guides or such applicable state or federal laws and regulations as shall at any time be in force and as
shall require such additional insurance. All such policies shall be endorsed with standard mortgagee clauses with loss payable to
the Company and its successors and/or assigns and shall provide for at least thirty days prior written notice of any cancellation,
reduction in the amount or material change in coverage to the Company. The Company shall not interfere with the Mortgagor's freedom
of choice in selecting either his insurance carrier or agent, provided, however, that the Company shall not accept any such insurance
policies from insurance companies unless such companies are Qualified Insurers.
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Section 4.11 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Company shall obtain and maintain a blanket policy issued by an insurer acceptable to Fannie Mae or
FHLMC insuring against hazard losses on all of the Mortgage Loans, then, to the extent such policy provides coverage in an amount
equal to the amount required pursuant to Section 4.10 and otherwise complies with all other requirements of Section 4.10, it shall
conclusively be deemed to have satisfied its obligations as set forth in Section 4.10, it being understood and agreed that such
policy may contain a deductible clause, in which case the Company shall, in the event that there shall not have been maintained on
the related Mortgaged Property or REO Property a policy complying with Section 4.10, and there shall have been a loss which would
have been covered by such policy, deposit in the Custodial Account the amount not otherwise payable under the blanket policy because
of such deductible clause. In connection with its activities as servicer of the Mortgage Loans, the Company agrees to prepare and
present, on behalf of the Purchaser, claims under any such blanket policy in a timely fashion in accordance with the terms of such
policy. Upon request of the Purchaser, the Company shall cause to be delivered to the Purchaser a certified true copy of such policy
and shall use its best efforts to obtain a statement from the insurer thereunder that such policy shall in no event be terminated or
materially modified without thirty (30) days' prior written notice to the Purchaser.
Section 4.12 Fidelity Bond, Errors and Omissions Insurance.The Company shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with
broad coverage with responsible companies on all officers, employees or other persons acting in any capacity with regard to the
Mortgage Loan to handle funds, money, documents and papers relating to the Mortgage Loan. The Fidelity Bond shall be in the form of
the Mortgage Banker's Blanket Bond and shall protect and insure the Company against losses, including forgery, theft, embezzlement
and fraud of such persons. The errors and omissions insurance shall protect and insure the Company against losses arising out of
errors and omissions and negligent acts of such persons. Such errors and omissions insurance shall also protect and insure the
Company against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and the
release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision
of this Section 4.12 requiring the Fidelity Bond or errors and omissions insurance shall diminish or relieve the Company from its
duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and insurance policy shall be at
least equal to the corresponding amounts required by Fannie Mae in the Fannie Mae Guides. Upon request by the Purchaser, the Company
shall deliver to the Purchaser a certificate from the surety and the insurer as to the existence of the Fidelity Bond and errors and
omissions insurance policy and shall obtain a statement from the surety and the insurer that such Fidelity Bond or insurance policy
shall in no event be terminated or materially modified without thirty (30) days' prior written notice to the Purchaser. The Company
shall notify the Purchaser within five (5) business days of receipt of notice that such Fidelity Bond or insurance policy will be, or
has been, materially modified or terminated. The Purchaser (or any party having the status of Purchaser hereunder) and any
subsidiary thereof and their successors or assigns as their interests may appear must be named as loss payees on the Fidelity Bond
and as additional insured on the errors and omissions policy. Upon request by Purchaser, Company shall provide Purchaser with an
insurance certificate certifying coverage under this Section 4.12, and will provide an update to such certificate upon request, or
upon renewal or material modification of coverage.
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Section 4.13 Title, Management and Disposition of REO Property.
In the event that title to the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be taken in the name of the Purchaser or its designee, or in the event the Purchaser or its designee is not
authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected
under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name
of such Person or Persons as shall be consistent with an opinion of counsel obtained by the Company from an attorney duly licensed to
practice law in the state where the REO Property is located. Any Person or Persons holding such title other than the Purchaser shall
acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser.
The Company shall notify the Purchaser in accordance with the Fannie Mae Guides of each acquisition of REO Property upon
such acquisition (and, in any event, shall provide notice of the consummation of any foreclosure sale within three (3) Business Days
of the date Company receives notice of such consummation), together with a copy of the drive by appraisal or brokers price opinion of
the Mortgaged Property obtained in connection with such acquisition, and thereafter assume the responsibility for marketing such REO
property in accordance with Accepted Servicing Practices. Thereafter, the Company shall continue to provide certain administrative
services to the Purchaser relating to such REO Property as set forth in this Section 4.13. The Company shall, either itself or
through an agent selected by the Company, and in accordance with the Fannie Mae Guides manage, conserve, protect and operate each REO
Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in
the same manner that similar property in the same locality as the REO Property is managed. The Company shall cause each REO Property
to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least monthly
thereafter or more frequently as required by the circumstances. The Company shall make or cause to be made a written report of each
such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Company to the
Purchaser upon request.
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The Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property
in any event within one year after title has been taken to such REO Property, unless the Company determines, and gives an appropriate
notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a
longer period than one (1) year is permitted under the foregoing sentence and is necessary to sell any REO Property, the Company
shall report monthly to the Purchaser as to the progress being made in selling such REO Property. No REO Property shall be marketed
for less than the Appraised Value, without the prior consent of Purchaser. No REO Property shall be sold for less than ninety five
percent (95%) of its Appraised Value, without the prior consent of Purchaser. All requests for reimbursement of Servicing Advances
shall be in accordance with the Fannie Mae Guides. The disposition of REO Property shall be carried out by the Company at such
price, and upon such terms and conditions, as the Company deems to be in the best interests of the Purchaser (subject to the above
conditions) only with the prior written consent of the Purchaser.
Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the
Company as servicer of any such REO Property without payment of any termination fee with respect thereto, provided that the Company
shall on the date said termination takes effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to
Section 5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such
REO Property notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the
provisions of Section 11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to
such REO Property to the Purchaser or its designee. Within five Business Days of any such termination, the Company shall, if
necessary convey such property to the Purchaser and shall further provide the Purchaser with the following information regarding the
subject REO Property: the related drive by appraisal or brokers price opinion, and copies of any related Mortgage Impairment
Insurance Policy claims. In addition, within five Business Days, the Company shall provide the Purchaser with the following
information regarding the subject REO Property: the related trustee's deed upon sale and copies of any related hazard insurance
claims, or repair bids.
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Section 4.14 Notification of Maturity Date.
With respect to each Mortgage Loan, the Company shall execute and deliver to the Mortgagor any and all necessary notices
required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the maturity date if required under
applicable law.
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ARTICLE V
PAYMENTS TO THE PURCHASER
Section 5.01 Distributions.
On each Remittance Date, the Company shall distribute by wire transfer of immediately available funds to the Purchaser (i)
all amounts credited to the Custodial Account as of the close of business on the preceding Determination Date, net of charges against
or withdrawals from the Custodial Account pursuant to Section 4.05, plus (ii) all Monthly Advances, if any, which the Company is
obligated to distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage Loan Remittance Rate on any Principal
Prepayment from the date of such Principal Prepayment through the end of the month for which disbursement is made provided that the
Company's obligation as to payment of such interest shall be limited to the Servicing Fee earned during the month of the
distribution, minus (iv) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the
preceding Determination Date, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such
amounts. It is understood that, by operation of Section 4.04, the remittance on the first Remittance Date with respect to Mortgage
Loans purchased pursuant to the related Term Sheet is to include principal collected after the Cut-off Date through the preceding
Determination Date plus interest, adjusted to the Mortgage Loan Remittance Rate collected through such Determination Date exclusive
of any portion thereof allocable to the period prior to the Cut-off Date, with the adjustments specified in clauses (ii), (iii) and
(iv) above.
With respect to any remittance received by the Purchaser after the Remittance Date, the Company shall pay to the Purchaser
interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus three (3)
percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall cover the period
commencing with the day following the Business Day such payment was due and ending with the Business Day on which such payment is
made to the Purchaser, both inclusive. The payment by the Company of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Company. On each Remittance Date, the Company shall provide a remittance report
detailing all amounts being remitted pursuant to this Section 5.01.
Section 5.02 Statements to the Purchaser.The Company shall furnish to Purchaser an individual loan accounting report, as of the last Business Day of each month, in
the Company's assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With
respect to each month, the corresponding individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on paper or a disk or tape or other computer-readable format in such format as may be mutually
agreed upon by both Purchaser and Company, and no later than the fifth Business Day of the following month in hard copy, and shall
contain the following:
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(i) With respect to each Monthly Payment, the amount of such remittance allocable to principal (including a separate
breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or premiums, along with a
detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Monthly Payment, the amount of such remittance allocable to interest;
(iii) the amount of servicing compensation received by the Company during the prior distribution period;
(iv) the aggregate Stated Principal Balance of the Mortgage Loans;
(v) the aggregate of any expenses reimbursed to the Company during the prior distribution period pursuant to Section 4.05;
(vi) The number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent (1) 30 to 59 days, (2) 60 to
89 days, (3) 90 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been acquired; and
The Company shall also provide a trial balance, sorted in Purchaser's assigned loan number order, in the form of Exhibit E
hereto, with each such Report.
The Company shall prepare and file any and all information statements or other filings required to be delivered to any
governmental taxing authority or to Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Company shall provide Purchaser with such information concerning the Mortgage Loans as is
necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.
In addition, not more than sixty (60) days after the end of each calendar year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable federal
income tax law as to the aggregate of remittances for the applicable portion of such year.
Section 5.03 Monthly Advances by the Company.
Not later than the close of business on the Business Day preceding each Remittance Date, the Company shall deposit in the
Custodial Account an amount equal to all payments not previously advanced by the Company, whether or not deferred pursuant to Section
4.01, of principal (due after the Cut-off Date) and interest not allocable to the period prior to the Cut-off Date, adjusted to the
Mortgage Loan Remittance Rate, which were due on a Mortgage Loan and delinquent at the close of business on the related Determination
Date.
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The Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue through the last Monthly
Payment due prior to the payment in full of the Mortgage Loan, or through the Remittance Date prior to the date on which the
Mortgaged Property liquidates (including Insurance Proceeds, proceeds from the sale of REO Property or Condemnation Proceeds) with
respect to the Mortgage Loan unless the Company deems such advance to be nonrecoverable. In such event, the Company shall deliver to
the Purchaser an Officer's Certificate of the Company to the effect that an officer of the Company has reviewed the related Mortgage
File and has made the reasonable determination that any additional advances are nonrecoverable.
Section 5.04 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser pursuant to a deed-in-lieu
of foreclosure, the Company shall submit to the Purchaser a liquidation report with respect to such Mortgaged Property in a form
mutually acceptable to Company and Purchaser. The Company shall also provide reports on the status of REO Property containing such
information as Purchaser may reasonably require.
Section 5.05 Prepayment Interest Shortfalls.
Not later than the close of business on the Business Day preceding each Remittance Date in the month following the related
Prepayment Period, the Company shall deposit in the Custodial Account an amount equal to any Prepayment Interest Shortfalls with
respect to such Prepayment Period, which in the aggregate shall not exceed the Company's aggregate Servicing Fee received with
respect to the related Due Period.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Assumption Agreements.The Company will, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of the
Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain
liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any
"due-on-sale" clause to the extent permitted by law; provided, however, that the Company shall not exercise any such rights if
prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such rights would impair or threaten to
impair any recovery under the related Primary Mortgage Insurance Policy, if any. If the Company reasonably believes it is unable
under applicable law to enforce such "due-on-sale" clause, the Company, with the approval of the Purchaser, will enter into an
assumption agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to
which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains
liable thereon. Where an assumption is allowed pursuant to this Section 6.01, the Company, with the prior consent of the Purchaser
and the primary mortgage insurer, if any, is authorized to enter into a substitution of liability agreement with the person to whom
the Mortgaged Property has been conveyed or is proposed to be conveyed pursuant to which the original mortgagor is released from
liability and such Person is substituted as mortgagor and becomes liable under the related Mortgage Note. Any such substitution of
liability agreement shall be in lieu of an assumption agreement.
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In connection with any such assumption or substitution of liability, the Company shall follow the underwriting practices and
procedures of the Company. With respect to an assumption or substitution of liability, the Mortgage Interest Rate borne by the
related Mortgage Note, the amount of the Monthly Payment and the maturity date may not be changed (except pursuant to the terms of
the Mortgage Note). If the credit of the proposed transferee does not meet such underwriting criteria, the Company diligently shall,
to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan.
The Company shall notify the Purchaser that any such substitution of liability or assumption agreement has been completed by
forwarding to the Purchaser the original of any such substitution of liability or assumption agreement, which document shall be added
to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof. All fees collected by the Company for entering into an assumption or
substitution of liability agreement shall belong to the Company.
Notwithstanding the foregoing paragraphs of this Section or any other provision of this Agreement, the Company shall not be
deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or any assumption which the Company may be restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 6.01, the term "assumption" is deemed to also include a sale of the Mortgaged Property subject to the
Mortgage that is not accompanied by an assumption or substitution of liability agreement.
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Company will immediately notify the Purchaser by a certification, which
certification shall include a statement to the effect that all amounts received or to be received in connection with such payment
which are required to be deposited in the Custodial Account pursuant to Section 4.04 have been or will be so deposited, of a
Servicing Officer and shall request delivery to it of the portion of the Mortgage File held by the Purchaser. The Purchaser shall no
later than five Business Days after receipt of such certification and request, release or cause to be released to the Company, the
related Mortgage Loan Documents and, upon its receipt of such documents, the Company shall promptly prepare and deliver to the
Purchaser the requisite satisfaction or release. No later than five (5) Business Days following its receipt of such satisfaction or
release, the Purchaser shall deliver, or cause to be delivered, to the Company the release or satisfaction properly executed by the
owner of record of the applicable mortgage or its duly appointed attorney in fact. No expense incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account.
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In the event the Company satisfies or releases a Mortgage without having obtained payment in full of the indebtedness
secured by the Mortgage or should it otherwise prejudice any right the Purchaser may have under the mortgage instruments, the
Company, upon written demand, shall remit within two (2) Business Days to the Purchaser the then outstanding principal balance of the
related Mortgage Loan by deposit thereof in the Custodial Account. The Company shall maintain the Fidelity Bond and errors and
omissions insurance insuring the Company against any loss it may sustain with respect to any Mortgage Loan not satisfied in
accordance with the procedures set forth herein.
From time to time and as appropriate for the servicing or foreclosure of the Mortgage Loan, including for the purpose of
collection under any Primary Mortgage Insurance Policy, the Purchaser shall, upon request of the Company and delivery to the
Purchaser of a servicing receipt signed by a Servicing Officer, release the portion of the Mortgage File held by the Purchaser to the
Company. Such servicing receipt shall obligate the Company to return the related Mortgage documents to the Purchaser when the need
therefor by the Company no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Custodial Account or the Mortgage File or such document has been delivered to an attorney,
or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Company has delivered to the
Purchaser a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or
such document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer
stating that such Mortgage Loan was liquidated, the servicing receipt shall be released by the Purchaser to the Company.
Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Company shall be entitled to withdraw from the Custodial Account (to the
extent of interest payments collected on the Mortgage Loans) or to retain from interest payments collected on the Mortgage Loans, the
amounts provided for as the Company's Servicing Fee, subject to payment of compensating interest on Principal Prepayments as capped
by the Servicing Fee pursuant to Section 5.01 (iii). Additional servicing compensation in the form of assumption fees, as provided
in Section 6.01, and late payment charges or otherwise shall be retained by the Company to the extent not required to be deposited in
the Custodial Account. No Servicing Fee shall be payable in connection with partial Monthly Payments. The Company shall be required
to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement
therefor except as specifically provided for.
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Section 6.04 Annual Statement as to Compliance.The Company will deliver to the Purchaser not later than February 28th of each year, beginning March 15, 2006, an executed
Officers' Certificate acceptable to the Purchaser stating, as to each signatory thereof, that (i) a review of the activities of the
Company during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision,
and (ii) to the best of such officers' knowledge, based on such review, the Company has fulfilled all of its obligations under this
Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such
default known to such officers and the nature and status of cure provisions thereof. Such Officers' Certificate shall contain no
restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser upon request.
If the Company cannot deliver the related Officers' Certificate by March 15th of such year, the Purchaser, at its sole
option, may permit a cure period for the Company to deliver such Officers' Certificate, but in no event later than March 22nd of such
year.
Failure of the Company to timely comply with this Section 6.05 shall be deemed an Event of Default, automatically, without
notice and without any cure period, and Purchaser may, in addition to whatever rights the Purchaser may have under Sections 3.03 and
8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the
Company for the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this
Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Section 6.05 Annual Independent Certified Public Accountants' Servicing Report.The Company, at its expense and not later than March 15th of each year, beginning March 15, 2006, shall cause a firm of
independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to
the Purchaser acceptable to the Purchaser to the effect that such firm has examined certain documents and records relating to the
Company's servicing of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar
to this Agreement, which agreements may include this Agreement, and that, on the basis of such an examination, conducted
substantially in the uniform single audit program for mortgage bankers, such firm is of the opinion that the Company's servicing has
been conducted in compliance with the agreements examined pursuant to this Section 6.05, except for (i) such exceptions as such firm
shall believe to be immaterial, and (ii) such other exceptions as shall be set forth in such statement. Such statement shall contain
no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser. In addition,
on an annual basis, Company shall provide Purchaser with copies of its audited financial statements.
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Failure of the Company to timely comply with this Section 6.05 shall be deemed an Event of Default, automatically, without
notice and without any cure period, and Purchaser may, in addition to whatever rights the Purchaser may have under Sections 3.03 and
8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and
obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the
Company for the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this
Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Section 6.06 Purchaser's Right to Examine Company Records.
The Purchaser shall have the right to examine and audit upon reasonable notice to the Company, during business hours or at
such other times as might be reasonable under applicable circumstances, any and all of the books, records, documentation or other
information of the Company, or held by another for the Company or on its behalf or otherwise, which relates to the performance or
observance by the Company of the terms, covenants or conditions of this Agreement.
The Company shall provide to the Purchaser and any supervisory agents or examiners representing a state or federal
governmental agency having jurisdiction over the Purchaser, including but not limited to OTS, FDIC and other similar entities, access
to any documentation regarding the Mortgage Loans in the possession of the Company which may be required by any applicable
regulations. Such access shall be afforded without charge, upon reasonable request, during normal business hours and at the offices
of the Company, and in accordance with the federal government, FDIC, OTS, or any other similar regulations.
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ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01 Company Shall Provide Information as Reasonably Required.The Company shall furnish to the Purchaser during the term of this Agreement, such periodic, special or other reports,
information or documentation, whether or not provided for herein, as shall be necessary, reasonable or appropriate in respect to the
Purchaser, or otherwise in respect to the Mortgage Loans and the performance of the Company under this Agreement, including any
reports, information or documentation reasonably required to comply with any regulations regarding any supervisory agents or
examiners of the Purchaser all such reports or information to be as provided by and in accordance with such applicable instructions
and directions as the Purchaser may reasonably request in relation to this Agreement or the performance of the Company under this
Agreement. The Company agrees to execute and deliver all such instruments and take all such action as the Purchaser, from time to
time, may reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.
In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective purchaser audited
financial statements of the Company for the most recently completed two (2) fiscal years for which such statements are available, as
well as a Consolidated Statement of Condition at the end of the last two (2) fiscal years covered by any Consolidated Statement of
Operations. If it has not already done so, the Company shall furnish promptly to the Purchaser or a prospective purchaser copies of
the statements specified above.
The Company shall make reasonably available to the Purchaser or any prospective Purchaser a knowledgeable financial or
accounting officer for the purpose of answering questions and to permit any prospective purchaser to inspect the Company's servicing
facilities for the purpose of satisfying such prospective purchaser that the Company has the ability to service the Mortgage Loans as
provided in this Agreement.
ARTICLE VIIITHE SERVICERSection 8.01 Indemnification; Third Party Claims.The Company agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in
any way related to the failure of the Company to observe and perform its duties, obligations, covenants, and agreements to service
the Mortgage Loans in strict compliance with the terms of this Agreement. The Company agrees to indemnify the Purchaser and hold it
harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any
other costs, fees and expenses that the Purchaser may sustain in any way related to the breach of a representation or warranty set
forth in Sections 3.01 or 3.02 of this Agreement or in any way related to the alleged breach of any representation or warranty in
Sections 3.01 or 3.02 of this Agreement related to compliance with all applicable laws. The Company shall immediately notify the
Purchaser if a claim is made by a third party against Company with respect to this Agreement or the Mortgage Loans, assume (with the
consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, whether
or not such claim is settled prior to judgment, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or the Purchaser in respect of such claim. The Company shall follow any written instructions received from the Purchaser
in connection with such claim. The Purchaser shall promptly reimburse the Company for all amounts advanced by it pursuant to the two
preceding sentences except when the claim relates to the failure of the Company to service and administer the Mortgages in strict
compliance with the terms of this Agreement, the breach of representation or warranty set forth in Sections 3.01 or 3.02, or the
gross negligence, bad faith or willful misconduct of Company. The provisions of this Section 8.01 shall survive termination of this
Agreement.
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Section 8.02 Merger or Consolidation of the Company.The Company will keep in full effect its existence, rights and franchises as a corporation under the laws of the state of
its incorporation except as permitted herein, and will obtain and preserve its qualification to do business as a foreign corporation
in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this
Agreement, or any of the Mortgage Loans and to perform its duties under this Agreement.
Any Person into which the Company may be merged or consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any Person succeeding to the business of the Company whether or not related
to loan servicing, shall be the successor of the Company hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or
surviving Person shall be an institution (i) having a GAAP net worth of not less than $25,000,000, (ii) the deposits of which are
insured by the FDIC, SAIF and/or BIF, and which is a HUD-approved mortgagee whose primary business is in origination and servicing of
first lien mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved seller/servicer in good standing.
Section 8.03 Limitation on Liability of the Company and Others.
Neither the Company nor any of the officers, employees or agents of the Company shall be under any liability to the
Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment made in good faith; provided, however, that this provision shall not protect the Company or any such person
against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any
standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of negligence, bad faith or
willful misconduct, or any breach of the terms and conditions of this Agreement. The Company and any officer, employee or agent of
the Company may rely in good faith on any document of any kind prima facie properly executed and submitted by the Purchaser
respecting any matters arising hereunder. The Company shall not be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its
reasonable opinion may involve it in any expenses or liability; provided, however, that the Company may, with the consent of the
Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties
of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities for which the Purchaser will be liable, and the Company shall be entitled to be reimbursed
therefor from the Purchaser upon written demand.
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Section 8.04 Company Not to Assign or Resign.The Company shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual
consent of the Company and the Purchaser or upon the determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by the Company. Any such determination permitting the resignation of the Company
shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and
substance acceptable to the Purchaser. No such resignation shall become effective until a successor shall have assumed the Company's
responsibilities and obligations hereunder in the manner provided in Section 11.01.
Section 8.05 No Transfer of Servicing.
With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the
Purchaser has acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel,
records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting
the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights
or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets,
without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion,
but if the purchaser of the Company's assetshas the qualifications set forth in Section 8.02, then the Purchaser will not
unreasonably withhold consent.
Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this
Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying
the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to
terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other
than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.
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ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
In case one or more of the following Events of Default by the Company shall occur and be continuing, that is to say:
(i) any failure by the Company to remit to the Purchaser any payment required to be made under the terms of this Agreement
which continues unremedied for a period of one (1) Business Day; or
(ii) failure on the part of the Company duly to observe or perform in any material respect any other of the covenants or
agreements on the part of the Company set forth in this Agreement which continues unremedied for a period of thirty (30) days after
the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the
Purchaser; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a
conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Company and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty days; or
(iv) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy,
readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Company or of or relating to
all or substantially all of its property; or
(v) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(vi) Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty
days; or
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(vii) the Company attempts to assign its right to servicing compensation hereunder or the Company attempts, without the
consent of the Purchaser, to sell or otherwise dispose of all or substantially all of its property or assets or to assign this
Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof; or
(viii) the Company ceases to be (a) licensed to service first lien residential mortgage loans in any jurisdiction in which
a Mortgaged Property is located and such licensing is required, and (b) qualified to transact business in any jurisdiction where it
is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Company's ability to
perform its obligations hereunder; or
(ix) the Company fails to meet the eligibility criteria set forth in the last sentence of Section 8.02.
Then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice
in writing to the Company (except in the case of an Event of Default under clauses (iii), (iv) or (v) above, in which case,
automatically and without notice) Company may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and
at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the
Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the
same. On or after the receipt by the Company of such written notice (or, in the case of an Event of Default under clauses (iii),
(iv) or (v) above, in which case, automatically and without notice), all authority and power of the Company under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section
11.01. Upon written request from the Purchaser, the Company shall prepare, execute and deliver, any and all documents and other
instruments, place in such successor's possession all Mortgage Files, and do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise, at the Company's sole expense. The Company agrees to cooperate with the
Purchaser and such successor in effecting the termination of the Company's responsibilities and rights hereunder, including, without
limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the
Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.
Section 9.02 Waiver of Defaults.
The Purchaser may waive only by written notice any default by the Company in the performance of its obligations hereunder
and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent
or other default or impair any right consequent thereon except to the extent expressly so waived in writing.
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ARTICLE X
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TERMINATIONSection 10.01 Termination.
The respective obligations and responsibilities of the Company shall terminate upon: (i) the later of the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage Loan and the disposition of all remaining REO Property
and the remittance of all funds due hereunder; or (ii) by mutual consent of the Company and the Purchaser in writing; or (iii)
termination with cause under the terms of this Agreement. Termination of the Agreement pursuant to Section 10.01 (iii) shall void
Purchaser's obligation to purchase Mortgage Loans for which Purchaser has issued a Confirmation, commitment confirmation or a
substantially similar commitment to purchase Mortgage Loans.
Section 10.02 Termination Without Cause.
The Purchaser may, at its sole option, terminate any rights the Company may have hereunder, without cause, upon no less than
90 days written notice. Any such notice of termination shall be in writing and delivered to the Company as provided in Section 11.05
of this Agreement. In the event that the Company is terminated pursuant to this Section 10.02 without cause, the Purchaser shall
solicit, by public announcement, bids from three organizations reasonably acceptable to the Purchaser for the purchase of the
servicing functions. Following receipt of such bids, the Purchaser shall either (a) negotiate and effect the transfer, sale and
assignment of the Agreement to the party submitting the highest satisfactory bid, which purchase price shall be paid to the Company
upon transfer of the servicing rights and obligations under this Agreement to the Company's successor, or (b) pay to the Company a
termination fee equal to the amount of the party submitting the highest satisfactory bid. Notwithstanding anything herein to the
contrary, the Purchaser shall deduct all costs and expenses of any public announcement and any other expenses relating to the sale,
transfer and assignment of this Agreement from the sum payable to Company pursuant to the previous sentence.
Section 10.03 Survival.
Termination of this Agreement under Section 10.01 or Section 10.02 shall not affect any of the Company's obligations
regarding repurchase, indemnification or otherwise, all of which shall survive such termination and remain in full force and effect.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Successor to the Company.
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Prior to termination of Company's responsibilities and duties under this Agreement pursuant to Sections 4.13, 8.04, 9.01,
10.01 (ii) or (iii), the Purchaser shall (i) succeed to and assume all of the Company's responsibilities, rights, duties and
obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 8.02 hereof and which
shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior
to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment
and assumption, the Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as
the Purchaser and such successor shall agree. In the event that the Company's duties, responsibilities and liabilities under this
Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge such duties and responsibilities
during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of
diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair
or prejudice the rights or financial condition of its successor. The resignation or removal of Company pursuant to the
aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section and shall in no
event relieve the Company of the representations and warranties made pursuant to Sections 3.01, 3.02 and 3.03 and the remedies
available to the Purchaser thereunder and under Section 8.01, it being understood and agreed that the provisions of such Sections
3.01, 3.02, 3.03 and 8.01 shall be applicable to the Company notwithstanding any such resignation or termination of the Company, or
the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Purchaser an
instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement.
Any termination or resignation of the Company or this Agreement pursuant to Section 4.13, 8.04, 9.01 or 10.01 shall not affect any
claims that the Purchaser may have against the Company arising prior to any such termination or resignation.
The Company shall promptly deliver to the successor the funds in the Custodial Account and the Escrow Account and the
Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company
shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely
vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. The
successor shall make arrangements as it may deem appropriate to reimburse the Company for unrecovered Servicing Advances which the
successor retains hereunder and which would otherwise have been recovered by the Company pursuant to this Agreement but for the
appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Purchaser of such appointment.
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Section 11.02 Amendment.
This Agreement may be amended from time to time by the Company and the Purchaser by written agreement signed by the Company
and the Purchaser.
Section 11.03 Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for
real property records in all the counties or other comparable jurisdictions in which any of the properties subject to the Mortgages
are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Company at
the Company's expense on direction of the Purchaser accompanied by an opinion of counsel to the effect that such recordation
materially and beneficially affects the interest of the Purchaser or is necessary for the administration or servicing of the Mortgage
Loans.
Section 11.04 Governing Law.
This Agreement and the related Term Sheet shall be governed by and construed in accordance with the laws of the State of New
York except to the extent preempted by Federal law. The obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
Section 11.05 Notices.
Any demands, notices or other communications permitted or required hereunder shall be in writing and shall be deemed
conclusively to have been given if personally delivered at or mailed by registered mail, postage prepaid, and return receipt
requested or certified mail, return receipt requested, or transmitted by telex, telegraph or telecopier and confirmed by a similar
mailed writing, as follows:
(i) if to the Company:
Michael T. Stilb / Senior Vice President
2929 Walden Avenue
Depew, New York14043
(ii) if to the Purchaser:
EMC Mortgage Corporation
Mac Arthur Ridge II,
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ralene Ruyle
Telecopier No.: (972) 444-2810
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With a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York10179
Attention: Mary Haggerty
Telecopier No.: (212) 272-5591
or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice or communication
hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced,
in the case of registered or certified mail, by the date noted on the return receipt).
Section 11.06 Severability of Provisions.
Any part, provision, representation or warranty of this Agreement and the related Term Sheet which is prohibited or which is
held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable
or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To
the extent permitted by applicable law, the parties hereto waive any provision of law that prohibits or renders void or unenforceable
any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party
of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good faith, to develop a
structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such
invalidity.
Section 11.07 Exhibits.
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.
Section 11.08 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the
plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;
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(ii) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles;
(iii) references herein to "Articles", "Sections", Subsections", "Paragraphs", and other subdivisions without reference to
a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in
the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
(v) the words "herein", "hereof ", "hereunder" and other words of similar import refer to this Agreement as a
whole and not to any particular provision;
(vi) the term "include" or "including" shall mean without limitation by reason of enumeration; and
(viii) headings of the Articles and Sections in this Agreement are for reference purposes only and shall not be deemed to
have any substantive effect.
Section 11.09 Reproduction of Documents.
This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and modifications
which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial statements, certificates
and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence.
Section 11.10 Confidentiality of Information.
Each party recognizes that, in connection with this Agreement, it may become privy to non-public information regarding the
financial condition, operations and prospects of the other party. Each party agrees to keep all non-public information regarding the
other party strictly confidential, and to use all such information solely in order to effectuate the purpose of the Agreement,
provided that each party may provide confidential information to its employees, agents and affiliates who have a need to know such
information in order to effectuate the transaction, provided further that such information is identified as confidential non-public
information. In addition, confidential information may be provided to a regulatory authority with supervisory power over Purchaser,
provided such information is identified as confidential non-public information.
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The Company agrees that the Company (i) shall comply with any applicable laws and regulations regarding the privacy and
security of Consumer Information including, but not limited to the Gramm-Leach-Bliley Act, Title V, Subtitle A, 15 U.S.C. § 6801 et
seq., (ii) shall not use Consumer Information in any manner inconsistent with any applicable laws and regulations regarding the
privacy and security of Consumer Information, (iii) shall not disclose Consumer Information to third parties except at the specific
written direction of the Purchaser, (iv) shall maintain adequate physical, technical and administrative safeguards to protect
Consumer Information from unauthorized access as provided by the applicable laws and regulations, and (v) shall immediately notify
the Purchaser of any actual or suspected breach of the confidentiality of Consumer Information that would have a material and adverse
effect on the Purchaser.
The Company agrees that the Company shall indemnify, defend and hold the Purchaser harmless from and against any loss, claim
or liability the Purchaser may suffer by reason of the Company's failure to perform the obligations set forth in this Section 11.10.
Section 11.11 Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, each of the Assignments is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable jurisdictions in which any or all of the Mortgaged
Properties are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by and at
the Company's expense in the event recordation is either necessary under applicable law or requested by the Purchaser at its sole
option.
Section 11.12 Assignment.
The Purchaser shall have the right, without the consent of the Company, to assign, in whole or in part, its interest under this
Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser
hereunder, by executing an Assignment and Assumption Agreement substantially in the form of Exhibit D hereto and the assignee or
designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. In no event
shall Purchaser sell a partial interest in any Mortgage Loan without the written consent of Company, which consent shall not be
unreasonably denied. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee. The
Company shall have the right, only with the consent of the Purchaser or otherwise in accordance with this Agreement, to assign,
in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans.
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Section 11.13 No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto
and the services of the Company shall be rendered as an independent contractor and not as agent for Purchaser.
Section 11.14 Signature Pages/Counterparts; Successors and Assigns.
This Agreement and/or any Term Sheet shall be executed by each party (i) in one or more fully executed copies, each of which
shall constitute a fully executed original Agreement, and/or (ii) in counterparts having one or more original signatures, and all
such counterparts containing the original signatures of all of the parties hereto taken together shall constitute a fully executed
original Agreement or Term Sheet, as applicable, and/or (iii) by delivery of one or more original signed signature pages to the other
parties hereto (x) by mail or courier, and/or (y) by electronic transmission, including without limitation by telecopier, facsimile
or email of a scanned image ("Electronic Transmission"), each of which as received shall constitute for all purposes an executed
original signature page of such party. The Purchaser may deliver a copy of this Agreement and/or any Term Sheet, fully executed as
provided herein, to each other party hereto by mail and/or courier and/or Electronic Transmission, and such copy as so delivered
shall constitute a fully executed original Agreement or Term Sheet, as applicable, superseding any prior form of the Agreement or
Term Sheet, as applicable, that differs therefrom in any respect. This Agreement shall inure to the benefit of and be binding upon
the Company and the Purchaser and their respective successor and assigns.
Section 11.15 Entire Agreement.The Company acknowledges that no representations, agreements or promises were made to the Company by the Purchaser or any of
its employees other than those representations, agreements or promises specifically contained herein and in the Confirmation. The
Confirmation and this Agreement and the related Term Sheet sets forth the entire understanding between the parties hereto; provided,
however, only this Agreement and the related Term Sheet shall be binding upon all successors of both parties. In the event of any
inconsistency between the Confirmation and this Agreement, this Agreement and the related Term Sheet shall control.
Section 11.16. No Solicitation.
From and after the Closing Date, the Company agrees that it will not take any action or permit or cause any action to be
taken by any of its agents or affiliates, to personally, by telephone or mail, solicit the borrower or obligor under any Mortgage
Loan to refinance the Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. Notwithstanding the
foregoing, it is understood and agreed that (i) promotions undertaken by the Company or any affiliate of the Company which are
directed to the general public at large, or segments thereof, provided that no segment shall consist primarily of the Mortgage Loans,
including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television
advertisements and (ii) responses to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor, shall not
constitute solicitation under this Section 11.16. This Section 11.16 shall not be deemed to preclude the Company or any of its
affiliates from soliciting any Mortgagor for any other financial products or services. The Company shall use its best efforts to
prevent the sale of the name of any Mortgagor to any Person who is not affiliate of the Company.
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Section 11.17. Closing.
The closing for the purchase and sale of the Mortgage Loans shall take place on the related Closing Date. The closing shall
be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the
parties shall agree.
The closing for the Mortgage Loans to be purchased on the related Closing Date shall be subject to each of the following
conditions:
(a) at least one (1) Business Day prior to the related Closing Date, the Company shall deliver to the Purchaser a
magnetic diskette, or transmit by modem, a listing on a loan-level basis of the information contained in the related Mortgage Loan
Schedule attached to the related Term Sheet;
(b) all of the representations and warranties of the Company under this Agreement shall be materially true and correct
as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a
material default under this Agreement;
(c) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all documents
required pursuant to this Agreement, the related Term Sheet, an opinion of counsel and an officer's certificate, all in such forms as
are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to
the terms hereof;
(d) the Company shall have delivered and released to the Purchaser (or its designee) on or prior to the related Closing
Date all documents required pursuant to the terms of this Agreement and the related Term Sheet; and
(e) all other terms and conditions of this Agreement, the related Term Sheet and the Confirmation shall have been
materially complied with.
Subject to the foregoing conditions, the Purchaser shall pay to the Company on the related Closing Date the Purchase Price,
plus accrued interest pursuant to Section 2.02 of this Agreement, by wire transfer of immediately available funds to the account
designated by the Company.
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Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the related Closing
Date, on one or more dates (each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more pass-through transfers (each, a
"Pass-Through Transfer").
The Company agrees to execute in connection with any agreements among the Purchaser, the Company, and any servicer in
connection with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D
hereto, or, at Purchaser's request, a seller's warranties and servicing agreement or a participation and servicing agreement or
similar agreement in form and substance reasonably acceptable to the parties, and in connection with a Pass-Through Transfer, a
pooling and servicing agreement in form and substance reasonably acceptable to the parties, (collectively the agreements referred to
herein are designated, the "Reconstitution Agreements"). It is understood that any such Reconstitution Agreements will not contain
any greater obligations on the part of Company than are contained in this Agreement. Notwithstanding anything to the contrary in
this Section 11.18, the Company agrees that it is required to perform the obligations described in Exhibit K hereto.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Purchaser, the Company agrees
(1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence
procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser; (3) to restate the
representations and warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date"). In that connection, the Company shall provide to such servicer or issuer, as the
case may be, and any other participants in such Reconstitution: (i) any and all information (including servicing portfolio
information) and appropriate verification of information (including servicing portfolio information) which may be reasonably
available to the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other
participant shall request upon reasonable demand; and (ii) such additional representations, warranties, covenants, opinions of
counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably agreed upon by the
Company and the Purchaser or any such other participant. In connection with each Pass-Through Transfer, the Company agrees to
provide reasonable and customary indemnification to the Purchaser and its affilates for disclosure contained in any offering document
relating to the Company or its affilates, the Mortgage Loans and the underwriting standards of the Mortgage Loans. The Purchaser
shall be responsible for the costs relating to the delivery of such information.
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All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance
with the terms of, this Agreement and the related Term Sheet, and with respect thereto this Agreement and the related Term Sheet
shall remain in full force and effect.
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IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION
Purchaser
By:________________________
Name:
Title:
HSBC MORTGAGE CORPORATION (USA)
Company
By: _______________________
Name:
Title:
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EXHIBIT A
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available
for inspection by the Purchaser, and which shall be retained by the Company in the Servicing File or delivered to the Purchaser or
its designee pursuant to Sections 2.04 and 2.05 of the Purchase, Warranties and Servicing Agreement.
1. The original Mortgage Note endorsed "Pay to the order of ____________________________________________________, without
recourse," and signed via original signature in the name of the Company by an authorized officer, with all intervening endorsements
showing a complete chain of title from the originator to the Company, together with any applicable riders. In no event may an
endorsement be a facsimile endorsement. If the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by
"[Company], successor by merger to the [name of predecessor]". If the Mortgage Loan was acquired or originated by the Company while
doing business under another name, the endorsement must be by "[Company] formerly known as [previous name]". Mortgage Notes may be
in the form of a lost note affidavit subject to Purchaser acceptability.
2. Except as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage
(together with a standard adjustable rate mortgage rider) with evidence of recording thereon, or a copy thereof certified by the
public recording office in which such mortgage has been recorded or, if the original Mortgage has not been returned from the
applicable public recording office, a true certified copy, certified by the Company. With respect to each MERS Mortgage Loan, the
original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the Mortgage Loan is a
MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment thereof to MERS, with
evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which such Mortgage
has been recorded.
3. The original or certified copy, certified by the Company, of the Primary Mortgage Insurance Policy, if required.
4. In the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original Assignment, from the Company to
_____________________________________, or in accordance with Purchaser's instructions, which assignment shall, but for any blanks
requested by Purchaser, be in form and substance acceptable for recording. If the Mortgage Loan was acquired or originated by the
Company while doing business under another name, the Assignment must be by "[Company] formerly known as [previous name]". If the
Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "[Company], successor by merger to the [name of
predecessor]". None of the Assignments are blanket assignments of mortgage.
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5. The original policy of title insurance, including riders and endorsements thereto, or if the policy has not yet been
issued, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company.
6. In the case of each Mortgage Loan that is not a MERS Mortgage Loan, originals of all recorded intervening
Assignments, or copies thereof, certified by the public recording office in which such Assignments have been recorded showing a
complete chain of title from the originator to the Company, with evidence of recording thereon, or a copy thereof certified by the
public recording office in which such Assignment has been recorded or, if the original Assignment has not been returned from the
applicable public recording office, a true certified copy, certified by the Company.
7. Originals, or copies thereof certified by the public recording office in which such documents have been recorded, of
each assumption, extension, modification, written assurance or substitution agreements, if applicable, or if the original of such
document has not been returned from the applicable public recording office, a true certified copy, certified by the Company.
8. If the Mortgage Note or Mortgage or any other material document or instrument relating to the Mortgage Loan has been
signed by a person on behalf of the Mortgagor, the original or copy of power of attorney or other instrument that authorized and
empowered such person to sign bearing evidence that such instrument has been recorded, if so required in the appropriate jurisdiction
where the Mortgaged Property is located, or a copy thereof certified by the public recording office in which such instrument has been
recorded or, if the original instrument has not been returned from the applicable public recording office, a true certified copy,
certified by the Company.
9. reserved.
10. Mortgage Loan closing statement (Form HUD-1) and any other truth-in-lending or real estate settlement procedure
forms required by law.
11. Residential loan application.
12. Uniform underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable equivalent.
13. Credit report on the mortgagor.
14. Business credit report, if applicable.
15. Residential appraisal report and attachments thereto.
16. The original of any guarantee executed in connection with the Mortgage Note.
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17. Verification of employment and income except for Mortgage Loans originated under a limited documentation program,
all in accordance with Company's underwriting guidelines.
18. Verification of acceptable evidence of source and amount of down payment, in accordance with Company's underwriting
guidelines.
19. Photograph of the Mortgaged Property (may be part of appraisal).
20. Survey of the Mortgaged Property, if any.
21. Sales contract, if applicable.
22. If available, termite report, structural engineer's report, water portability and septic certification.
23. Any original security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.
24. Name affidavit, if applicable.
Notwithstanding anything to the contrary herein, Company may provide one certificate for all of the Mortgage Loans
indicating that the documents were delivered for recording.
(B) With respect to each Co-op Loan, as applicable and as required by the applicable laws of the state in which the
related Cooperative apartment is located, copies of: (A) the proprietary lease, (B) the security agreement, (C) the assignment of
the proprietary lease, with all intervening assignments showing a complete chain of title and an assignment thereof by such Seller,
(D) the original stock certificate evidencing the ownership of the Cooperative apartment endorsed or accompanied by a stock power
relating to such stock certificate executed in blank, (E) a recognition agreement in form approved by Seller's underwriting
guidelines, in substantially the same form as the standard "AZTECH" form, (F) copies of the financing statement filed by the
applicable Company as secured party and, if applicable, a filed UCC-3 assignment of the subject security interest showing a complete
chain of title, together with an executed UCC-3 Assignment of such security interest by the Company in a form sufficient for filing,
and (G) such other documents as are necessary for the perfection of a lien against the related Co-op Loan ownership interests under
applicable law.
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EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
______________, 2002
To: [_______________________]
(the "Depository")
As "Company" under the Purchase, Warranties and Servicing Agreement, dated as of May 1, 2001 Adjustable Rate Mortgage Loans
(the "Agreement"), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of
the Agreement, to be designated as "[______________________________________], in trust for the [Purchaser], Owner of Adjustable Rate
Mortgage Loans". All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This letter
is submitted to you in duplicate. Please execute and return one original to us.
[__________________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above described account has been established under Account
Number [__________], at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided
above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as
defined in the Agreement.
HSBC MORTGAGE CORPORATION (USA)
By:____________________________
Name:__________________________
Title:_________________________
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EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
_____________, 2002
To: [_______________________]
(the "Depository")
As "Company" under the Purchase Warranties and Servicing Agreement, dated as of May 1, 2001 Adjustable Rate Mortgage Loans
(the "Agreement"), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.06 of the
Agreement, to be designated as "[__________________________], in trust for the [Purchaser], Owner of Adjustable Rate Mortgage Loans,
and various Mortgagors." All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This
letter is submitted to you in duplicate. Please execute and return one original to us.
HSBC MORTGAGE CORPORATION (USA)
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above described account has been established under Account
Number __________, at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided
above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as
defined in the Agreement.
[______________________]
By:______________________________
Name:____________________________
Title:___________________________
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EXHIBIT D
FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is a Purchase, Assignment, Assumption and Recognition Agreement (this "PAAR Agreement") made as of __________, 200__,
among EMC Mortgage Corporation (the "Assignor"), ___________________ (the "Assignee"), and HSBC Mortgage Corporation (USA) (the
"Company").
In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans (the
"Assigned Loans") listed on Attachment 1 annexed hereto (the "Assigned Loan Schedule") now serviced by Company for Assignor and its
successors and assigns pursuant to the Purchase, Warranties and Servicing Agreement, dated as of May 1, 2002, between Assignor and
Company (the "Purchase Agreement") shall be subject to the terms of this PAAR Agreement. Capitalized terms used herein but not
defined shall have the meanings ascribed to them in the Purchase Agreement.
Purchase, Assignment and Assumption
1. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor in the
Assigned Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to and under the Purchase
Agreement.
2. Simultaneously with the execution hereof, (i) Assignee shall pay to Assignor the "Funding Amount" as set forth in
that certain letter agreement, dated as of _________ ____, between Assignee and Assignor (the "Confirmation") and (ii) Assignor, at
its expense, shall have caused to be delivered to Assignee or its designee the Mortgage File for each Assigned Loan in Assignor's or
its custodian's possession, as set forth in the Purchase Agreement, along with, for each Assigned Loan, an endorsement of the
Mortgage Note from the applicable Company, in blank, and an assignment of mortgage in recordable form from the applicable Company, in
blank. Assignee shall pay the Funding Amount by wire transfer of immediately available funds to the account specified by Assignor.
Assignee shall be entitled to all scheduled payments due on the Assigned Loans after ___________, 200__ and all unscheduled payments
or other proceeds or other recoveries on the Assigned Loans received on and after _____________, 200__.
Representations, Warranties and Covenants
3. Assignor warrants and represents to Assignee and Company as of the date hereof:
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(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full
force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has
any notice of termination been given thereunder;
(b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of
its interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear from any and
all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good
title to each and every Assigned Loan, as well as any and all of Assignee's interests, rights and obligations under the Purchase
Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;
(c) There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the
Purchase Agreement;
(d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any
Assigned Loan;
(e) Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;
(f) Assignor has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignor's business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignor. This PAAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and
delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;
(i) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this PAAR
Agreement, or the consummation by it of the transactions contemplated hereby; and
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(j) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned
Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the
Securities Act of 1933, as amended (the "1933 Act") or which would render the disposition of the Assigned Loans a violation of
Section 5 of the 1933 Act or require registration pursuant thereto.
4. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
(a) Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization and has all requisite power and authority to acquire, own and purchase the Assigned Loans;
(b) Assignee has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignee's business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and
delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;
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(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this
PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and
(d) Assignee agrees to be bound as "Purchaser" by all of the terms, covenants and conditions of the Purchase Agreement
with respect to the Assigned Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor and
Company all of Assignor's obligations as "Purchaser" thereunder but solely with respect to such Assigned Loans.
5. Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is
in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect,
nor has any notice of termination been given thereunder;
(b) Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under
the Purchase Agreement;
(j) Company has full corporate power and authority to execute, deliver and perform its obligations under this PAAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Company's business and will not conflict with, or result in a breach of, any
of the terms, conditions or provisions of Company's charter or by-laws or any legal restriction, or any material
agreement or instrument to which Company is now a party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which Company or its property is subject. The execution,
delivery and performance by Company of this PAAR Agreement and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action on part of Company. This PAAR
Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery
by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against
Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and
by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at
law;
88
(k) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignee in connection with the execution, delivery or performance by Company of
this PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and
(l) No event has occurred from the Closing Date to the date hereof which would render the representations and warranties as to
the related Assigned Loans made by the Company in Sections 3.01 and 3.02 of the Purchase Agreement to be untrue in
any material respect.
Recognition of Assignee
6. From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans and will service the
Assigned Loans in accordance with the Purchase Agreement. It is the intention of Assignor, Company and Assignee that this PAAR
Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company
nor Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase
Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior
written consent of Assignee.
Miscellaneous
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7. All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this PAAR
Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid, as follows:
(a) In the case of Company:
HSBC MORTGAGE CORPORATION (USA)
Lori Miller / Senior Vice President
2929 Walden Avenue
Depew, New York14043
With a copy to:
(b) In the case of Assignor:
[Name and address]
(c) In the case of Assignee:
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ralene Ruyle
Telecopier No.: (972) 444-2810
with a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York10179
Attention: ___________
Telecopier No.: (212) 272-____
8. Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the negotiations for,
documenting of and closing of the transactions contemplated by this PAAR Agreement.
9. This PAAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to
conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
10. No term or provision of this PAAR Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.
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11. This PAAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into
which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
12. This PAAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Purchase Agreement to
the extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement.
13. This PAAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed
to be an original and all such counterparts shall constitute one and the same instrument.
14. In the event that any provision of this PAAR Agreement conflicts with any provision of the Purchase Agreement with
respect to the Assigned Loans, the terms of this PAAR Agreement shall control. In the event that any provision of this PAAR
Agreement conflicts with any provision of the Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall
control.
[Modification of Purchase Agreement
17. The Company and Assignor hereby amend the Purchase Agreement as follows:
(a) The following definitions are added to Section 1.01 of the Purchase Agreement:
Securities Administrator: ________________________
Supplemental PMI Insurer: ________________________
Supplemental PMI Policy: The primary guarantee insurance policy of the Supplemental PMI Insurer attached hereto as Exhibit
J, or any successor Supplemental PMI Policy given to the Servicer by the Assignee.
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Trustee: ________________________
(b) The following definition is amended and restated:
Insurance Proceeds: Proceeds of any Primary Mortgage Insurance Policy, the Supplemental PMI Policy, any title policy,
any hazard insurance policy or any other insurance policy covering a Mortgage Loan or other related Mortgaged Property,
including any amounts required to be deposited in the Custodial Account pursuant to Section 4.04, to the extent such proceeds
are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with
Accepted Servicing Practices.
(c) The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:
"In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the Supplemental PMI Insurer with respect to the Supplemental PMI Policy and, in this regard, to take such
action as shall be necessary to permit recovery under any Supplemental PMI Policy respecting a defaulted Mortgage Loan. Pursuant to
Section 4.04, any amounts collected by the Company under any Supplemental PMI Policy shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05.
In accordance with the Supplemental PMI Policy, the Company shall provide to the Supplemental PMI Insurer any required
information regarding the Mortgage Loans.
The Company shall provide to the [Securities Administrator] on a monthly basis via computer tape, or other mutually
acceptable format, the unpaid principal balance, insurer certificate number, lender loan number, and premium due the Supplemental PMI
Insurer for each Mortgage Loan covered by the Supplemental PMI Policy. In addition, the Company agrees to forward to the Purchaser
and the [Securities Administrator] any statements or other reports given by the Supplemental PMI Insurer to the Servicer in
connection with a claim under the Supplemental PMI Policy."
(d) Clause (vi) of Section 6.1 is amended to read as follows:
"Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty days,
or the Company fails to meet the servicer eligibility requirements of the Supplemental PMI Insurer; or"]
IN WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
Assignor
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EXHIBIT G
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
RE: Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________
Pursuant to a Purchase, Warranties and Servicing Agreement (the "Agreement") between the Company and the Purchaser, the undersigned
hereby certifies that he or she is an officer of the Company requesting release of the documents for the reason specified below. The
undersigned further certifies that:
(Check one of the items below)
_____ On _________________, the above captioned mortgage loan was paid in full or that the Company has been notified that payment
in full has been or will be escrowed. The Company hereby certifies that all amounts with respect to this loan which are required
under the Agreement have been or will be deposited in the Custodial Account as required.
_____ The above captioned loan is being repurchased pursuant to the terms of the Agreement. The Company hereby certifies that the
repurchase price has been credited to the Custodial Account as required under the Agreement.
_____ The above captioned loan is being placed in foreclosure and the original documents are required to proceed with the
foreclosure action. The Company hereby certifies that the documents will be returned to the Purchaser in the event of reinstatement.
_____ Other (explain)
_______________________________________________________
_______________________________________________________
All capitalized terms used herein and not defined shall have the meanings assigned to them in the Agreement.
Based on this certification and the indemnities provided for in the Agreement, please release to the Company all original
mortgage documents in your possession relating to this loan.
Dated:_________________
By:________________________________
Signature
___________________________________
Title
3
Send documents to: _____________________________________________
_____________________________________________
_____________________________________________
Acknowledgement:
Purchaser hereby acknowledges that all original documents previously released on the above captioned mortgage loan have been
returned and received by the Purchaser.
Dated:________________
By:________________________________
Signature
_______________________________
Title
4
EXHIBIT H
COMPANY'S UNDERWRITING GUIDELINES
5
EXHIBIT I
TERM SHEET
This TERM SHEET (the "Term Sheet") dated _____________, between HSBC Mortgage Corporation (USA), a Delaware corporation,
located at 2929 Walden Avenue, Depew, New York14043 (the "Company") and EMC Mortgage Corporation, a Delaware corporation, located at
Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas75038 (the "Purchaser") is made pursuant to the terms and
conditions of that certain Purchase, Warranties and Servicing Agreement (the "Agreement") dated as of May 1, 2002, between the
Company and the Purchaser, the provisions of which are incorporated herein as if set forth in full herein, as such terms and
conditions may be modified or supplemented hereby. All initially capitalized terms used herein unless otherwise defined shall have
the meanings ascribed thereto in the Agreement.
The Purchaser hereby purchases from the Company and the Company hereby sells to the Purchaser, all of the Company's right,
title and interest in and to the Mortgage Loans described on the Mortgage Loan Schedule annexed hereto as Schedule I, pursuant to and
in accordance with the terms and conditions set forth in the Agreement, as same may be supplemented or modified hereby. Hereinafter,
the Company shall service the Mortgage Loans for the benefit of the Purchaser and all subsequent transferees of the Mortgage Loans
pursuant to and in accordance with the terms and conditions set forth in the Agreement.
1. Definitions
For purposes of the Mortgage Loans to be sold pursuant to this Term Sheet, the following terms shall have the following
meanings:
Aggregate Principal Balance
(as of the Cut-Off Date):
Closing Date:Custodian:Cut-off Date:
Initial Weighted Average
Mortgage Loan Remittance Rate:
Purchase Price Percentage:
Servicing Fee Rate:
Except as modified herein, Section 8.01 of the Agreement shall remain in full force and
6
effect as of the date hereof.
7
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective duly
authorized officers as of the date first above written.
HSBC MORTGAGE CORPORATION (USA)
By:_________________________________________
Name: ______________________________________
Title: _____________________________________
EMC MORTGAGE CORPORATION
By:_________________________________________
Name: ______________________________________
Title: _____________________________________
8
EXHIBIT K
COMPANY'S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
o The Company shall (i) possess the ability to service into a securitization; (ii) service on a "Scheduled/Scheduled"
reporting basis (advancing through the liquidation of an REO Property), (iii) make compensating interest payments on payoffs
and curtailments and (iv) remit and report to a master servicer in format acceptable to such master servicer by the 18th
calendar day of each month, unless otherwise provided in the securitization documents.
o The Company shall provide an acceptable annual certification (officer's certificate) to the master servicer (as required by
the Sarbanes-Oxley Act of 2002) as well as any other annual certifications required under the securitization documents (i.e.
the annual statement as to compliance/annual independent certified public accountants' servicing report due by March 15 of
each year).
o The Company shall allow for the Purchaser, the master servicer or their designee to perform a review of audited financials
and net worth of the Company.
o The Company shall provide a Uniform Single Attestation Program certificate and Management Assertion as requested by the
master servicer or the Purchaser.
o The Company shall provide information on each Custodial Account as requested by the master servicer or the Purchaser, and
each Custodial Accounts shall comply with the requirements for such accounts as set forth in the securitization documents.
o The Company shall maintain its servicing system in accordance with the requirements of the master servicer.
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EXHIBIT I-32
AMENDMENT REG AB
TO THE SELLER'S WARRANTIES AND SERVICING AGREEMENT
This is Amendment Reg AB (the "Amendment Reg AB"), dated as of November 7, 2005, by and between EMC Mortgage
Corporation (the"Purchaser"), and HSBC Mortgage Corporation (USA) (the "Company") to that certain Amended and Restated Purchase,
Warranties and Servicing Agreement, dated as of September 1, 2005 by and between the Company and the Purchaser, (as amended, modified
or supplemented, the "Existing Agreement").
WITNESSETH
WHEREAS, the Company and the Purchaser have agreed, subject to the terms and conditions of this Amendment Reg AB
that the Existing Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Agreement.
Accordingly, the Company and the Purchaser hereby agree, in consideration of the mutual premises and mutual
obligations set forth herein, that the Existing Agreement is hereby amended as follows:
1._______Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Existing Agreement. The
Existing Agreement is hereby amended by adding the following definitions in their proper alphabetical order:
Commission: The United States Securities and Exchange Commission.
Company Information: As defined in Section 2(g)(i)(A)(1).
Depositor: With respect to any Securitization Transaction, the Person identified in writing to the Company by the
Purchaser as depositor for such Securitization Transaction.
Exchange Act. The Securities Exchange Act of 1934, as amended.
Master Servicer: With respect to any Securitization Transaction, the "master servicer," if an, identified in the
related transaction documents.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided that the following
conditions are satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Company and
such Person that contemplated that such Person would underwrite mortgage loans from time to time, for sale to the
Company, in accordance with underwriting guidelines designated by the Company ("Designated Guidelines") or
guidelines that do not vary materially from such Designated Guidelines: (ii) such Mortgage Loans were in fact
underwritten as described in clause (i) above and were acquired by the Company within 180 days after origination
(except that 1% of the Mortgage Loans in any securitization may be within 240 days); (iii) either (x) the Designated
Guidelines were, at the time such Mortgage Loans were originated, used by the Company in the origination of mortgage
loans of the same type as the Mortgage Loans for the Company's own account or (y) the Designated Guidelines were, at
the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for use by lenders
in originating mortgage loans to be purchased by the Company; and (iv) the Company employed, at the time such
Mortgage Loans were acquired by the Company pre-purchase or post-purchase quality assurance procedures (which may
involve, among other things, review of a sample of mortgage loans purchased during a particular time period or
through particular channels) designed to ensure that Persons from which it purchased mortgage loans properly applied
the underwriting criteria designated by the Company.
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Reconstitution: Any Securitization Transaction or Whole Loan Transfer.
Reconstitution Agreement: An agreement or agreements entered into by the Company and the Purchaser and/or certain
third parties in connection with a Reconstitution with respect to any or all of the Mortgage Loans.
Regulation AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such
may be amended from time to time, and subject to such clarification and interpretation as have been provided by the
Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506,
1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from
time to time.
Securities Act: The federal Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (1) a sale or other transfer of some or all of the
Mortgage Loans directly or indirectly to an issuing entity (as defined in Regulation AB) in connection with an
issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of
publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by
reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of
the Mortgage Loans.
Servicer: As defined in Section 2(f)(iii).
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as such may be amended from
time to time.
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Static Pool Information: Information set forth in Item 1105(a) and 1105(c) of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as
"servicing" is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans
pursuant to a Reconstitution Agreement but performs one or more discrete functions identified in Item 1122(d) of
Regulation AB with respect to Mortgage Loans (serviced by the Company under a Reconstitution Agreement) under the
direction or authority of the Company or a Subservicer.
Subservicer: Any Person that services Mortgage Loans on behalf of the Company (as servicer under a Reconstitution
Agreement) or any Subservicer and is responsible for the performance (whether directly or through Subservicers or
Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Company
under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of Regulation AB.
Third Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired
by the Company.
Whole Loan Transfer: Any sale or transfer of some or all of the Mortgage Loans, other than a Securitization
Transaction.
2. The Purchaser and the Company agree that the Existing Agreement is hereby amended by adding the following provisions as an
addendum:
(a) (i) The Company hereby represents to the Purchaser, to any Master Servicer and to any Depositor, as of the date on which
information is first provided to the Purchaser, any Master Servicer or any Depositor under Section 2(f) that, except
as disclosed in writing to the Purchaser, such Master Servicer or such Depositor prior to such date: (i) the
Company is not aware and has not received notice that any default, early amortization or other performance
triggering event has occurred as to any other securitization due to any act or failure to act of the Company; (ii)
the Company has not been terminated as servicer in a residential mortgage loan securitization, either due to a
servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with
the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the
Company as servicer has been disclosed or reported by the Company; (iv) no material changes to the Company's
policies or procedures with respect to the servicing function it will perform under this Agreement and any
Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the
three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the
Company's financial condition that could have a material adverse effect on the performance by the Company of its
servicing obligations under this Agreement or any Reconstitution Agreement; (vi) there are no material legal or
governmental proceedings pending (or known to be contemplated) against the Company, any Subservicer or any
Third-Party Originator of a type identified in Item 1117 of Regulation AB; and (vii) there are no affiliations,
relationships or transactions relating to the Company, any Subservicer or any Third-Party Originator with respect to
any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item
1119 of Regulation AB.
14
(ii) If so requested by the Purchaser, any Master Servicer or any Depositor on any date following the date on
which information is first provided to the Purchaser, any Master Servicer or any Depositor under Section 2(f), the
Company shall within five Business Days, following such request, to confirm in writing the accuracy of the
representations and warranties set forth in paragraph (i) of this Section or, if any such representation and
warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent
facts, in writing, to the requesting party.
(b) The Company shall use its reasonable best efforts on or before March 1, but in no event later than March 15, of each
calendar year, commencing in 2007, to deliver to the Purchaser, any Master Servicer and any Depositor a statement of
compliance addressed to the Purchaser, and Master Servicer and such Depositor and signed by an authorized officer of
the Company, to the effect that (i) a review of the Company's activities during the immediately preceding calendar
year (or applicable portion thereof) and of its performance under this Agreement and any applicable Reconstitution
Agreement during such period has been made under such officer's supervision, and (ii) to the best of such officers'
knowledge, based on such review, the Company has fulfilled all of its obligations under this Agreement and any
applicable Reconstitution Agreement in all material respects throughout such calendar year (or applicable portion
thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically
identifying each such failure known to such officer and the nature and the status thereof.
(c) (i) The Company shall use its reasonable best efforts on or before March 1, but in no event later than March 15, of each
calendar year, commencing in 2007 to:
(A) Deliver to the Purchaser, any Master Servicer and any Depositor a report (in form and
substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the
Company's assessment of compliance with the Servicing Criteria during the immediately preceding calendar
year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such
report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the
Company, and shall address each of the Servicing Criteria specified on a certification substantially in the
form of Exhibit B hereto delivered to the Purchaser at the time of any Securitization Transaction;
15
(B) deliver to the Purchaser, any Master Servicer and any Depositor a report of a registered
public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor that
attests to, and reports on, the assessment of compliance made by the Company and delivered pursuant to the
preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Securities Act and the Exchange Act;
(C) cause each Subservicer and each Subcontractor determined by the Company pursuant to
Section 2(e)(ii) to be "participating in the servicing function" within the meaning of Item 1122 of
Regulation AB (each, a "Participating Entity"), to deliver to the Purchaser, and Master Servicer and any
Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (i)
and (ii) of this Section 2(c); and
(D) deliver and cause each Subservicer and Subcontractor described in clause (c) to provide ,
to the Purchaser, and Master Servicer, any Depositor and any other Person that will be responsible for
signing the certification (a "Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d) under the
Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed
issuer with respect to a Securitization Transaction a certification signed by the appropriate officer of
the company in the form attached hereto as Exhibit A.
The Company acknowledges that the parties identified in clause (i)(D) above may rely on the certification
provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the
Commission.
(ii) Each assessment of compliance provided by a Subservicer pursuant to Section 2(c)(i)(A) shall
address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit B hereto
delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer
subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided
by a Subcontractor pursuant to Section 2(c)(i)(C) need not address any elements of the Servicing Criteria other than
those specified by the Company pursuant to Section 2(e).
(d) [Reserved]
(e) The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the
Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the
provisions of clause (i) of this Section. The Company shall not hire or otherwise utilize the services of any
Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor,
to fulfill any of the obligations of the Company as servicer under this Agreement or any Reconstitution Agreement
unless the Company complies with the provisions of 2(e)(ii) of this Section.
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(i) It shall not be necessary for the Company to seek the consent of the Purchaser, any Master Servicer or any Depositor to the
utilization of any Subservicer. The Company shall cause any Subservicer used by the Company (or by any Subservicer)
for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section and with Sections
2(a), 2(b), 2(c), 2(f)(iii), 2(f)(v) and 2(g) of this Agreement to the same extent as if such Subservicer were the
Company, and to provide the information required with respect to such Subservicer under Section 2(f)(iv) of this
Agreement. The Company shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and
any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 2(b), any
assessment of compliance and attestation required to be delivered by such Subservicer under Section 2(c) and any
certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification
under Section 2(c) as and when required to be delivered.
(ii) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization of any
Subcontractor. The Company shall promptly upon request provide to the Purchaser and any Depositor (or any designee
of the Depositor, such as any Master Servicer or an administrator) a written description (in form and substance
satisfactory to the Purchaser, such Depositor and such Master Servicer) of the role and function of each
Subcontractor utilized by the Company or any Subservicer, specifying (A) the identity of each such Subcontractor,
(B) which (if any) of such Subcontractors are Participating Entities, and (C) which elements of the Servicing
Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause
(B) of this paragraph.
As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function"
within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company
(or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections
2(c) and 2(g) of this Agreement to the same extent as if such Subcontractor were the Company. The Company shall be
responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment
of compliance and attestation and the other certifications required to be delivered by such Subservicer and such
Subcontractor under Section 2(c), in each case as and when required to be delivered.
17
(f) In connection with any Securitization Transaction the Company shall (1) within five Business Days following request by the
Purchaser or any Depositor, to provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party
Originator and each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Purchaser
and such Depositor, the information and materials specified in paragraphs (i), (ii), (iii), (vi) and (vii) of this Section
2(f), and (2) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser and any
Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information
specified in paragraph (iv) of this Section.
(i) If so requested by the Purchaser or any Depositor in connection with a Securitization Transaction, the Company shall provide
such information regarding (x) the Company, as originator of the Mortgage Loans (including as an acquirer of
Mortgage Loans from a Qualified Correspondent), or (y) each Third-Party Originator, and (z) as applicable, each
Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of
Regulation AB. Such information shall include, at a minimum:
(A) the originator's form of organization;
(B) a description of the originator's origination program and how long the originator has
been engaged in originating residential mortgage loans, which description shall include a discussion of the
originator's experience in originating mortgage loans of a similar type as the Mortgage Loans; information
regarding the size and composition of the originator's origination portfolio; and information that may be
material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance
of the Mortgage Loans, including the originators' credit-granting or underwriting criteria for mortgage
loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor
may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB;
(C) a description of any material legal or governmental proceedings pending (or known to be
contemplated) of a type described in Item 1117 of Regulation AB against the Company, each Third-Party
Originator and each Subservicer; and
(D) a description of any affiliation or relationship of a type described in Item 1119 of
Regulation AB between the Company, each Third-Party Originator, each Subservicer and any of the following
parties to a Securitization Transaction, as such parties are identified to the Company by the Purchaser or
any Depositor in writing in advance of such Securitization Transaction:
18
(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;
(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material transaction party.
(ii) If so requested by the Purchaser or any Depositor, the Company shall provide (or, as applicable, cause each Third-Party
Originator to provide) Static Pool Information with respect to the mortgage loans (of a similar type as the Mortgage
Loans, as reasonably identified by the Purchaser as provided below) originated by (a) the Company, if the Company is
an originator of Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), and/or
(b) each Third-Party Originator. Such Static Pool Information shall be prepared by the Company (or Third-Party
Originator) on the basis of its reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3) of
Regulation AB. To the extent that there is reasonably available to the Company (or Third-Party Originator) Static
Pool Information with respect to more than one mortgage loan type, the Purchaser or any Depositor shall be entitled
to specify whether some or all of such information shall be provided pursuant to this paragraph. The content of
such Static Pool Information may be in the form customarily provided by the Company, and need not be customized for
the Purchaser or any Depositor. Such Static Pool Information for each vintage origination year or prior securitized
pool, as applicable, shall be presented in increments no less frequently than quarterly over the life of the
mortgage loans included in the vintage origination year or prior securitized pool. The most recent periodic
increment must be as of a date no later than 135 days prior to the date of the prospectus or other offering document
in which the Static Pool Information is to be included or incorporated by reference. The Static Pool Information
shall be provided in an electronic format that provides a permanent record of the information provided, such as a
portable document format (pdf) file, or other such electronic format reasonably required by the Purchaser or the
Depositor, as applicable.
Promptly following notice or discovery of a material error in Static Pool Information provided pursuant to the
immediately preceding paragraph (including an omission to include therein information required to be provided
pursuant to such paragraph), the Company shall provide corrected Static Pool Information to the Purchaser or any
Depositor, as applicable, in the same format in which Static Pool Information was previously provided to such party
by the Company.
19
If so requested by the Purchaser or any Depositor, the Company shall provide (or, as applicable, cause each
Third-Party Originator to provide), at the expense of the requesting party (to the extent of any additional
incremental expense associated with delivery pursuant to this Agreement), such statements and agreed-upon procedures
letters of certified public accountants reasonably acceptable to the Purchaser or Depositor, as applicable,
pertaining to Static Pool Information relating to prior securitized pools for securitizations closed on or after
January 1, 2006 or, in the case of Static Pool Information with respect to the Company's or Third-Party Originator's
originations or purchases, to calendar months commencing January 1, 2006, as the Purchaser or such Depositor shall
reasonably request. Such statements and letters shall be addressed to and be for the benefit of such parties as the
Purchaser or such Depositor shall designate, which may include, by way of example, any Sponsor, any Depositor and
any broker dealer acting as underwriter, placement agent or initial purchaser with respect to a Securitization
Transaction. Any such statement or letter may take the form of a standard, generally applicable document
accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or such
Depositor.
(iii) If so requested by the Purchaser or any Depositor, the Company shall provide such information regarding the Company, as
servicer of the Mortgage Loans, and each Subservicer (each of the Company and each Subservicer, for purposes of this
paragraph, a "Servicer"), as is requested for the purpose of compliance with Items 1108, 1117 and 1119 of Regulation
AB. Such information shall include, at a minimum:
(A) the Servicer's form of organization;
(1) (B) a description of how long the Servicer has been servicing residential mortgage loans; a general discussion
of the Servicer's experience in servicing assets of any type as well as a more detailed discussion of the
Servicer's experience in, and procedures for, the servicing function it will perform under this Agreement
and any Reconstitution Agreements; information regarding the size, composition and growth of the Servicer's
portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors
related to the Servicer that may be material, in the good faith judgment of the Purchaser or any Depositor,
to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as
applicable, including, without limitation:
(2) (1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage
Loans involving the Servicer have defaulted or experienced an early amortization or other
performance triggering event because of servicing during the three-year period
immediately preceding the related Securitization Transaction;
20
(2) the extent of outsourcing the Servicer utilizes;
(3) whether there has been previous disclosure of material noncompliance
with the applicable servicing criteria with respect to other securitizations of
residential mortgage loans involving the Servicer as a servicer during the three-year
period immediately preceding the related Securitization Transaction;
(4) whether the Servicer has been terminated as servicer in a residential
mortgage loan securitization, either due to a servicing default or to application of a
servicing performance test or trigger; and
(5) such other information as the Purchaser or any Depositor may reasonably
request for the purpose of compliance with Item 1108(b)(2) of Regulation AB;
(3) (C) a description of any material changes during the three-year period immediately preceding the related
Securitization Transaction to the Servicer's policies or procedures with respect to the servicing function
it will perform under this Agreement and any Reconstitution Agreements for mortgage loans of a type similar
to the Mortgage Loans;
(4) (D) information regarding the Servicer's financial condition, to the extent that there is a material risk that
an adverse financial event or circumstance involving the Servicer could have a material adverse effect on
the performance by the Company of its servicing obligations under this Agreement or any Reconstitution
Agreement;
(5) (E) information regarding advances made by the Servicer on the Mortgage Loans and the Servicer's overall
servicing portfolio of residential mortgage loans for the three-year period immediately preceding the
related Securitization Transaction, which may be limited to a statement by an authorized officer of the
Servicer to the effect that the Servicer has made all advances required to be made on residential mortgage
loans serviced by it during such period, or, if such statement would not be accurate, information regarding
the percentage and type of advances not made as required, and the reasons for such failure to advance;
(6) (F) a description of the Servicer's processes and procedures designed to address any special or unique factors
involved in servicing loans of a similar type as the Mortgage Loans;
21
(G) a description of the Servicer's processes for handling delinquencies, losses,
bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted
mortgage loans or workouts;
(H) information as to how the Servicer defines or determines delinquencies and charge-offs, including the effect of any grace
period, re-aging, restructuring, partial payments considered current or other practices with respect to
delinquency and loss experience; and
(I) a description of any material legal or governmental proceedings pending (or known to be
contemplated) against the Servicer;
(J) a description of any affiliation or relationship between the Servicer and any of the
following parties to a Securitization Transaction, as such parties are identified to the Servicer by the
Purchaser or any Depositor in writing in advance of such Securitization Transaction:
(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;
(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material transaction party.
(iv) [For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed
securities, the Company shall (or shall cause each Subservicer and Third-Party Originator to) (i) provide prompt
notice to the Purchaser, and Master Servicer and any Depositor in writing of (A) any material litigation or
governmental proceedings of a type described in Item 1117 of Regulation AB involving the Company, any Subservicer or
any Third-Party Originator (B)) any affiliations or relationships that develop following the closing date of a
Securitization between the Company, any Subservicer or any Third-Party Originator and any of the parties specified
in clause (D) of paragraph (i) of this Section 2(f) (and any other parties identified in writing by the requesting
party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement
or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the
Company, and (E) the Company's entry into any agreement with a Subservicer to perform or assist in the performance
of any of the Company's obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the
Purchaser and any Depositor a description of such proceedings, affiliations or relationships. All notification
pursuant to clause (A) should be sent to:
22
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
With a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Notifications pursuant to clause (B) should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
23
With copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd floor
New York, NY10179
Attention: Global Credit Authorization
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
(v) As a condition to the succession to the Company or any Subservicer as servicer or subservicer under this Agreement or any
Reconstitution Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated,
or (ii) which may be appointed as a successor to the Company or any Subservicer, the Company shall provide to the
Purchaser, any Master Servicer and any Depositor, at least 15 calendar days prior to the effective date of such
succession or appointment, (x) written notice to the Purchaser and any Depositor of such succession or appointment
and (y) in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, all
information reasonably requested by the Purchaser or any Depositor in order to comply with its reporting obligation
under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.
(vi) In addition to such information as the Company, as servicer, is obligated to provide pursuant to other provisions of this
Agreement,[ not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D
in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Company or any
Subservicer, the Company or such Subservicer, as applicable, shall, but only to the extent the Company or such
Subservicer has knowledge, provide to the party responsible for filing such report (including, if applicable, the
Master Servicer) notice of the occurrence of any of the following events along with all information, data, and
material related thereto as may be required to be included in the related distribution report on Form 10-D (as
specified in the provisions of Regulation AB referenced below):
24
i. any material modifications, extensions or waivers of Mortgage Loans serviced by the Company or its Subservicer terms, fees,
penalties or payments during the distribution period or that have cumulatively become
material over time (Item 1121(a)(11) of Regulation AB);
ii. material breaches of Mortgage Loans serviced by the Company or its Subservicers representations or warranties or transaction
covenants (Item 1121(a)(12) of Regulation AB); and
iii. information regarding any Mortgage Loans serviced by the Company or its Subservicers changes (such as, additions,
substitutions or repurchases), and any material changes in origination, underwriting or other
criteria for acquisition or selection of pool assets as it relates to a substitution (Item
1121(a)(14) of Regulation AB),
the Company shall provide to the Purchaser, any Master Servicer and any Depositor, evidence of the
authorization of the person signing any certification and, no more than once a year, copies or other evidence of
Fidelity Bond Insurance and Errors and Omission Insurance Policy, financial information and reports, and such other
information related to the Company or any Subservicer or the Company or such Subservicer's performance hereunder,
which items may be accepted in the forms acceptable to the Company's and Subservicer's regulators or the agencies.
[ (i) The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following
parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person (including, but
not limited to, any Master Servicer, if applicable) responsible for the preparation, execution or filing of any
report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of
a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each
Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act); and the respective present and former directors, officers, employees ,agents ] of
each of the foregoing and of the Depositor (each, an "Indemnified Party"), and shall hold each of them harmless from
and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
25
(A)(1) any untrue statement of a material fact contained or alleged to be contained in any information,
report, certification, data, accountants' letter or other material provided in written or electronic form under
this Amendment Reg AB by or on behalf of the Company, or provided under this Amendment Reg AB by or on behalf of any
Subservicer, Subcontractor or Third-Party Originator (collectively, the "Company Information"), or (2) the omission
or alleged omission to state in the Company Information a material fact required to be stated in the Company
Information or necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, by way of clarification, that clause (2) of this paragraph shall be construed
solely by reference to the Company Information and not to any other information communicated in connection with a
sale or purchase of securities, without regard to whether the Company Information or any portion thereof is
presented together with or separately from such other information;
(B) any breach by the Company of its obligations under this agreement, including particularly any
failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information,
report, certification, accountants' letter or other material when and as required under this Amendment Reg AB,
including any failure by the Company to identify pursuant to Section 2(e)(ii) any Subcontractor "participating in
the servicing function" within the meaning of Item 1122 of Regulation AB; or
(C) any breach by the Company of a representation or warranty set forth in Section 2(a)(i) or in a writing furnished pursuant to
Section 2(a)(ii) and made as of a date prior to the closing date of the related Securitization
Transaction, to the extent that such breach is not cured by such closing date, or any breach by
the Company of a representation or warranty in a writing furnished pursuant to Section 2(a)(ii) to
the extent made as of a date subsequent to such closing date.
(D) The negligence bad faith or willful misconduct of the Company in connection with its performance
under this Amendment.
If the indemnification provided for herein is unavailable or insufficient as determined by a court of law
to hold harmless an Indemnified Party, then the Company agrees that it shall contribute to the amount paid
or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by
such Indemnified Party in such proportion as is appropriate to reflect relative fault of such Indemnified
Party on the one hand and the Company on the other.
26
In the case of any failure of performance described in clause (i)(B) of this Section 2(g), the Company
shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the
preparation, execution or filing of any report required to be filed with the Commission with respect to such
Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under
the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such
party in order to obtain the information, report, certification, accountants' letter or other material not delivered
as required by the Company, any Subservicer, any Subcontractor or any Third-Party Originator.
This indemnification shall survive the termination of this Agreement or the termination of any party to
this Agreement.
(ii) (A) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to
deliver any information, report, certification, accountants' letter or other material when and as required under
this Amendment Reg AB, or any breach by the Company of a representation or warranty set forth in Section 2(a)(i) or
in a writing furnished pursuant to Section 2(a)(ii) and made as of a date prior to the closing date of the related
Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the
Company of a representation or warranty in a writing furnished pursuant to Section 2(a)(ii) to the extent made as of
a date subsequent to such closing date, shall, except as provided in clause (B) of this paragraph, immediately and
automatically, without notice or grace period, constitute an Event of Default with respect to the Company under this
Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or any Depositor, as
applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this
Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement
or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company and if the Company is
servicing any of the Mortgage Loans in a Securitization Transaction appoint a successor servicer reasonably
acceptable to any Master Servicer for such Securitization Transaction; provided that to the extent that any
provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of
certain rights or obligations following termination of the Company as servicer, such provision shall be given effect.
(B) Any failure by the Company, any Subservicer or any Subcontractor to deliver any information,
report, certification or accountants' letter when and as required under Section 2(b) or 2(c), including (except as
provided below) any failure by the Company to identify pursuant to Section 2(e)(ii) any Subcontractor "participating
in the servicing function" within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten
calendar days after the date on which such information, report, certification or accountants' letter was required to
be delivered shall constitute an Event of Default with respect to the Company under this Agreement and any
applicable Reconstitution Agreement, and shall entitle the Purchaser, any Master Servicer or any Depositor, as
applicable, in its sole discretion to terminate the rights and obligations of the Company as servicer under this
Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this
Agreement to the contrary) of any compensation to the Company; provided that to the extent that any provision of
this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights
or obligations following termination of the Company as servicer, such provision shall be given effect.
27
Neither the Purchaser nor any Depositor shall be entitled to terminate the rights and obligations of the
Company pursuant to this subparagraph (ii)(B) if a failure of the Company to identify a Subcontractor "participating
in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or
functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans.
(C) The Company shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a master
servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Purchaser (or such designee)
or such Depositor as such are incurred, in connection with the termination of the Company as servicer and the
transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not
limit whatever rights the Purchaser or any Depositor may have under other provisions of this Agreement and/or any
applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages,
specific performance or injunctive relief.
(iii) The Purchaser shall indemnify the Company, each affiliate of the Company and each Person who controls the
Company or such affiliate and their respective present and former directors, officers, employees and agents, and
hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments, and any other costs, fees and expenses that each of them may sustain arising
out of or based upon any claims arising out of or in connection with any information set forth in any offering
document prepared in connection with any Securitization Transaction other than a statement or omission arising out
of, resulting from, or based upon the Company Information.
For purposes of the Amendment and any related provisions thereto, each Master Servicer shall be considered a
third-party beneficiary of this Agreement, entitled to all the rights and benefits hereof as if it were a direct party to this
Agreement.
28
3. The Company acknowledges that a Subservicer or Subcontractor that performs services with respect to mortgage loans involved
in a Securitization Transaction in addition to the Mortgage Loans may be determined by a Depositor to be a Participating
Entity on the basis of the aggregate balance of such mortgage loans, without regard to whether such Subservicer or
Subcontractor would be a Participating Entity with respect to the Mortgage Loans viewed in isolation. The Company shall (A)
respond as promptly as practicable to any good faith request by the Purchaser or any Depositor for information regarding
each Subservicer and each Subcontractor and (B) cause each Subservicer and each Subcontractor with respect to which the
Purchaser or any Depositor requests delivery of an assessment of compliance and accountants' attestation to deliver such
within the time required under Section 2(c).
4. Notwithstanding any other provision of this Amendment Reg AB, (i) the Company shall seek the consent of the Purchaser for
the utilization of all third party service providers, including Subservicers and Subcontractors, when required by and in
accordance with the terms of the Existing Agreement and (ii) references to the Purchaser shall be deemed to include any
assignees or designees of the Purchaser, such as any Depositor, a master servicer or a trustee.
5. The Existing Agreement is hereby amended by adding the Exhibits attached hereto as Exhibit A and Exhibit B to the end
thereto.
6. References in this Amendment Reg AB to "this Agreement" or words of similar import (including indirect references to the
Agreement) shall be deemed to be references to the Existing Agreement as amended by this Amendment Reg AB. Except as
expressly amended and modified by this Amendment Reg AB, the Agreement shall continue to be, and shall remain, in full force
and effect in accordance with its terms. In the event of a conflict between this Amendment Reg AB and any other document or
agreement, including without limitation the Existing Agreement, this Amendment Reg AB shall control.
7. This Amendment Reg AB shall be governed by and construed in accordance with the laws of the State of New York, or federal
law as applicable, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations
Law), and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
8. This Amendment Reg AB may be executed in one or more counterparts and by different parties hereto on separate counterparts,
each of which, when so executed, shall constitute one and the same agreement.
9. This Amendment Reg AB shall bind and inure to the benefit of and be enforceable by the Company and the Purchaser and the
respective permitted successors and assigns of the Company and the successors and assigns of the Purchaser.
29
10. This Amendment Reg AB will become effective as of the date first mentioned above. This Amendment Reg AB shall not be
assigned, pledged or hypothecated by the Company to a third party without the prior written consent of the Purchaser, which
consent may be withheld by the Purchaser in its sole discretion. The Existing Agreement as amended by this Amendment Reg AB
may be assigned, pledged or hypothecated by the Purchaser in whole or in part, and with respect to one or more of the
Mortgage Loans, without the consent of the Company. There shall be no limitation on the number of assignments or transfers
allowable by the Purchaser with respect to the Mortgage Loans and this Amendment Reg AB and the Existing Agreement.
11. Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that the purpose of this Amendment Reg AB is to facilitate compliance by
the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although
Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act,
the Company acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide
comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of
comparable disclosure in private offerings.
Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance
under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and
the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that
required under the Securities Act). The Company acknowledges that interpretations of the requirements of Regulation AB may change
over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the
asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Purchaser, any
Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving
interpretations of Regulation AB. In connection with any Securitization Transaction, the Company shall cooperate fully with the
Purchaser to deliver to the Purchaser (including any of its assignees or designees), any Master Servicer and any Depositor, any and
all statements, reports, certifications, records and any other information necessary in the good faith determination of the
Purchaser, any Master Servicer or any Depositor to permit the Purchaser, such Master Servicer or such Depositor to comply with the
provisions of Regulation AB, together with such disclosures relating to the Company, any Subservicer, any Third-Party Originator and
the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser, any Master Servicer or any
Depositor to be necessary in order to effect such compliance.
The Purchaser (including any of its assignees or designees) shall cooperate with the Company by providing timely notice of
requests for information under these provisions and by reasonably limiting such requests to information required, in the Purchaser's
reasonable judgment, to comply with Regulation AB.
30
For purposes of clarification, the provisions, covenants and or requirements of this Amendment are only applicable with
respect to those Mortgage Loans being securitized in a Securitization Transaction
[Signatures Commence on Following Page]
31
IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto
duly authorized as of the day and year first above written.
---------------------------------------------------------------------------------------------------------------------------------------
Purchaser
By: ________________________________
Name: _____________________________
Title: ______________________________
HSBC Mortgage Corporation (USA)
Company
By: ________________________________
Name: _____________________________
Title: ______________________________
32
EXHIBIT A
FORM OF ANNUAL CERTIFICATION
I. The [ ] agreement dated as of [ ], 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]
I, ________________________________, the _______________________ of [NAME OF COMPANY (the "Company")], certify to
[the Purchaser], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the
knowledge and intent that they will rely upon this certification, that:
(1) I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of
Regulation AB (the "Compliance Statement"), the report on assessment of the Company's compliance with the servicing criteria
set forth in Item 1122(d) of Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18
under Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing
Assessment"), the registered public accounting firm's attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were
delivered by the Company to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement
(collectively, the "Company Servicing Information");
(2) Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the
circumstances under which such statements were made, not misleading with respect to the period of time covered by the
Company Servicing Information;
(3) Based on my knowledge, all of the Company Servicing Information required to be provided by the Company
under the Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];
(4) I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and
based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in
the Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations
under the Agreement in all material respects; and
(5) The Compliance Statement required to be delivered by the Company pursuant to the Agreement, and the
Servicing Assessment and Attestation Report required to be provided by the Company and by any Subservicer or Subcontractor
pursuant to the Agreement, have been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance
described in such reports have been disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance
with the Servicing Criteria has been disclosed in such reports.
A-1
EXHIBIT B
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall address, at a minimum, the
criteria identified as below as "Applicable Servicing Criteria":
------------------------------------------------------------------------------------------ ----------------------
Servicing Criteria Applicable Servicing
Criteria
------------------------------------------------------------------------------------------ ----------------------
Reference Criteria
-------------------- --------------------------------------------------------------------- ----------------------
General Servicing Considerations
-------------------- ----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance x
or other triggers and events of default in accordance with the
transaction agreements.
-------------------- ----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third x
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
-------------------- ----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
-------------------- ----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the x
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
-------------------- ----------------------
Cash Collection and Administration
-------------------- ----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate x
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
-------------------- ----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to x
an investor are made only by authorized personnel.
-------------------- ----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows x
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
-------------------- ----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with x
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
-------------------- ----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured x
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
-------------------- ----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized
access.
-------------------- ----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all x
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
-------------------- ----------------------
Investor Remittances and Reporting
-------------------- ----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the x
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
-------------------- ----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance x
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
-------------------- ----------------------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of x
1122(d)(3)(iii) days specified in the transaction agreements.
-------------------- ----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank x
1122(d)(3)(iv) statements.
-------------------- ----------------------
Pool Asset Administration x
-------------------- ----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required x
by the transaction agreements or related mortgage loan documents.
-------------------- ----------------------
Mortgage loan and related documents are safeguarded as required by x
1122(d)(4)(ii) the transaction agreements
-------------------- ----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are x
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
-------------------- ----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in x
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
-------------------- ----------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the x
Servicer's records with respect to an obligor's unpaid principal
balance.
-------------------- ----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's x
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
-------------------- ----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, x
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
-------------------- ----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the x
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
-------------------- ----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans
with variable rates are computed based on the related mortgage loan
documents.
-------------------- ----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
-------------------- ----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
-------------------- ----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
-------------------- ----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction
1122(d)(4)(xiii) agreements.
-------------------- ----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
agreements.
-------------------- ----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
-------------------- ----------------------
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-------------------- --------------------------------------------------------------------- ----------------------
[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date: _________________________
By: ________________________________
Name:
Title:
ARTICLE IXSection 9.01 Events of Default........................................................................62
Section 9.02 Waiver of Defaults.......................................................................63
ARTICLE XSection 10.01 Termination.............................................................................64
ARTICLE XISection 11.01 Successor to the Company................................................................64
Section 11.02 Amendment...............................................................................65
Section 11.03 Reserved................................................................................65
Section 11.04 Governing Law...........................................................................65
Section 11.05 Notices.................................................................................65
Section 11.06 Severability of Provisions..............................................................66
Section 11.07 Exhibits................................................................................67
Section 11.08 General Interpretive Principles.........................................................67
Section 11.09 Reproduction of Documents...............................................................67
Section 11.10 Confidentiality of Information..........................................................68
Section 11.11 Recordation of Assignment of Mortgage...................................................68
Section 11.12 Assignment..............................................................................68
Section 11.13 No Partnership..........................................................................69
Section 11.14 Signature Pages/Counterparts; Successors and Assigns....................................69
Section 11.15 Entire Agreement........................................................................69
Section 11.16 No Solicitation.........................................................................69
Section 11.17 Closing.................................................................................70
Section 11.18 Reserved................................................................................70
Section 11.19 Monthly Reporting with Respect to a Reconstitution......................................70
EXHIBITS
A Contents of Mortgage File
B Custodial Account Letter Agreement
C Escrow Account Letter Agreement
D Form of Purchase, Assignment, Assumption and Recognition Agreement
E Form of Trial Balance
F [Reserved]
G Request for Release of Documents and Receipt
H Company's Underwriting Guidelines
I Term Sheet
J Reconstituted Mortgage Loan Reporting
vii
This is a Purchase, Warranties and Servicing Agreement, dated as of February 1, 2006 and is executed between EMC MORTGAGE
CORPORATION, as Purchaser, with offices located at Mac Arthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas75038, and
Mid America Bank, fsb, with offices located at 2650 Warrenville Road, Suite 500, Downers Grove, Illinois60515.
W I T N E S S E T H :
WHEREAS, the Purchaser has heretofore agreed to purchase from the Company and the Company has heretofore agreed to sell to
the Purchaser, from time to time, certain Mortgage Loans on a servicing retained basis;
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security instrument creating a first
lien on a residential dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule, which is annexed to the related
Term Sheet; and
WHEREAS, the Purchaser and the Company wish to prescribe the representations and warranties of the Company with respect to
itself and the Mortgage Loans and the management, servicing and control of the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser and the Company agree as follows:
ARTICLE IDEFINITIONSSection 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the
following meaning specified in this Article:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices (including collection
procedures) of prudent mortgage banking institutions which service mortgage loans of the same type as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located, and which are in accordance with Fannie Mae servicing practices and
procedures, for MBS pool mortgages, as defined in the Fannie Mae Guides including future updates.
Adjustment Date: With respect to each adjustable rate Mortgage Loan, the date on which the Mortgage Interest Rate is
adjusted in accordance with the terms of the related Mortgage Note.
Agreement: This Purchase, Warranties and Servicing Agreement including all exhibits hereto, amendments hereof and
supplements hereto.
Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for the
originator of the Mortgage Loan at the Origination Date of the Mortgage Loan by a Qualified Appraiser.
Assignment: An individual assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form,
sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale or
transfer of the Mortgage Loan.
BIF: The Bank Insurance Fund, or any successor thereto.
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the State of New York or State of
Illinois, or (iii) a day on which banks in the State of New York or State of Illinois are authorized or obligated by law or
executive order to be closed.
Closing Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Code: The Internal Revenue Code of 1986, or any successor statute thereto.
Company: Mid America Bank, fsb, its successors in interest and assigns, as permitted by this Agreement.
Company's Officer's Certificate: A certificate signed by the Chairman of the Board, President, any Vice President, Secretary
or Treasurer of the Company stating the date by which the Company expects to receive any missing documents sent for recording from
the applicable recording office.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary,
partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a
Mortgagor in accordance with the terms of the related Mortgage Loan Documents.
Confirmation: The trade confirmation letter between the Purchaser and the Company which relates to the Mortgage Loans.
Consumer Information: Information including, but not limited to, all personal information about Mortgagors that is supplied
to the Purchaser by or on behalf of the Company.
Co-op Lease: With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied by the Mortgagor and relating
to the stock allocated to the related dwelling unit.
2
Co-op Loan: A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a residential cooperative
housing corporation and a collateral assignment of the related Co-op Lease.
Current Appraised Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for
the Company (by a Qualified Appraiser) at the request of a Mortgagor for the purpose of canceling a Primary Mortgage Insurance Policy
in accordance with federal, state and local laws and regulations or otherwise made at the request of the Company or Mortgagor.
Current LTV: The ratio of the Stated Principal Balance of a Mortgage Loan to the Current Appraised Value of the
Mortgaged Property.
Custodial Account: Each separate demand account or accounts created and maintained pursuant to Section 4.04 which shall be
entitled "Mid America Bank, fsb, in trust for the [Purchaser], Owner of Mortgage Loans" and shall be established in an Eligible
Account, in the name of the Person that is the "Purchaser" with respect to the related Mortgage Loans.
Custodian: With respect to any Mortgage Loan, the entity stated on the related Term Sheet, and its successors and assigns,
as custodian for the Purchaser.
Cut-off Date: With respect to any Mortgage Loan, the date stated on the related Term Sheet.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately preceding such
15th day) of the month of the related Remittance Date.
Due Date: With respect to each Mortgage Loan, the day of the month on which the Monthly Payment is due on a Mortgage Loan,
exclusive of any days of grace, which is the first day of the month.
Due Period: With respect to any Remittance Date, the period commencing on the second day of the month preceding the month
of such Remittance Date and ending on the first day of the month of the Remittance Date.
Electronic Transmission: As defined in Section 11.14.
Eligible Account: An account established and maintained: (i) within FDIC insured accounts created, maintained and monitored
by the Company so that all funds deposited therein are fully insured, or (ii) as a trust account with the corporate trust department
of a depository institution or trust company organized under the laws of the United States of America or any one of the states
thereof or the District of Columbia which is not affiliated with the Company (or any sub-servicer) or (iii) with an entity which is
an institution whose deposits are insured by the FDIC, the unsecured and uncollateralized long-term debt obligations of which shall
be rated "A2" or higher by Standard & Poor's and "A" or higher by Fitch, Inc. or one of the two highest short-term ratings by any
applicable Rating Agency, and which is either (a) a federal savings association duly organized, validly existing and in good standing
under the federal banking laws, (b) an institution duly organized, validly existing and in good standing under the applicable banking
laws of any state, (c) a national banking association under the federal banking laws, or (d) a principal subsidiary of a bank holding
company, or (iv) if ownership of the Mortgage Loans is evidenced by mortgaged-backed securities, the equivalent required ratings of
each Rating Agency, and held such that the rights of the Purchaser and the owner of the Mortgage Loans shall be fully protected
against the claims of any creditors of the Company (or any sub-servicer) and of any creditors or depositors of the institution in
which such account is maintained or (v) in a separate non-trust account without FDIC or other insurance in an Eligible Institution.
In the event that a Custodial Account is established pursuant to clause (iii), (iv) or (v) of the preceding sentence, the Company
shall provide the Purchaser with written notice on the Business Day following the date on which the applicable institution fails to
meet the applicable ratings requirements.
3
Eligible Institution: An institution having (i) the highest short-term debt rating, and one of the two highest long-term
debt ratings of each Rating Agency; or (ii) with respect to any Custodial Account, an unsecured long-term debt rating of at least one
of the two highest unsecured long-term debt ratings of each Rating Agency.
Equity Take-Out Refinanced Mortgage Loan: A Refinanced Mortgage Loan the proceeds of which were in excess of the
outstanding principal balance of the existing mortgage loan as defined in the Fannie Mae Guide(s).
Escrow Account: Each separate trust account or accounts created and maintained pursuant to Section 4.06 which shall be
entitled "Mid America Bank, fsb, in trust for the [Purchaser], Owner of Mortgage Loans, and various Mortgagors", in the name of the
Person that is the "Purchaser" with respect to the related Mortgage Loans.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates,
sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other related document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.
Fannie Mae: The Federal National Mortgage Association, or any successor thereto.
Fannie Mae Guide(s): The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments or additions
thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
4
FHLMC: The Federal Home Loan Mortgage Corporation, or any successor thereto.
FHLMC Guide: The FHLMC Single Family Seller/Servicer Guide and all amendments or additions thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended, from time to time, and in
effect.
First Remittance Date: With respect to any Mortgage Loan, the Remittance Date occurring in the month following the month in
which the related Closing Date occurs.
GAAP: Generally accepted accounting principles in the United States of America, consistently applied.
HUD: The United States Department of Housing and Urban Development, or any successor thereto.
Index: With respect to any adjustable rate Mortgage Loan, the index identified on the Mortgage Loan Schedule and set forth
in the related Mortgage Note for the purpose of calculating the interest rate thereon.
Initial Rate Cap: With respect to each adjustable rate Mortgage Loan, where applicable, the maximum increase or decrease in
the Mortgage Interest Rate on the first Adjustment Date.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the
related Mortgaged Property.
Lender Paid Mortgage Insurance Rate: A rate per annum equal to the percentage shown on the Mortgage Loan Schedule.
Lender Primary Mortgage Insurance Policy: Any Primary Mortgage Insurance Policy for which premiums are paid by the
Company.
Lifetime Rate Cap: With respect to each adjustable rate Mortgage Loan, the maximum Mortgage Interest Rate over the term of
such Mortgage Loan.
Liquidation Proceeds: The proceeds received in connection with the liquidation of a defaulted Mortgage Loan, whether
through the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original outstanding principal amount of
the Mortgage Loan, to (i) the Appraised Value of the Mortgaged Property with respect to a Refinanced Mortgage Loan, and (ii) the
lesser of the Appraised Value of the Mortgaged Property or the Sales Price of the Mortgaged Property with respect to all other
Mortgage Loans.
5
Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage amount set forth in each related Mortgage
Note which is added to the Index in order to determine the related Mortgage Interest Rate, as set forth in the Mortgage Loan Schedule.
Monthly Advance: The aggregate of the advances made by the Company on any Remittance Date pursuant to Section 5.03.
Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan which is payable by a Mortgagor
under the related Mortgage Note.
Mortgage: With respect to each Mortgage Loan, the mortgage, deed of trust or other instrument securing a Mortgage Note
which creates a first lien or first priority ownership in an estate in fee simple in real property on the Mortgaged Property.
Mortgage File: The Mortgage Loan Documents pertaining to a particular Mortgage Loan, and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy as described in Section 4.11.
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan, which may be adjusted from time to
time for an adjustable rate Mortgage Loan, in accordance with the provisions of the related Mortgage Note.
Mortgage Loan: Each mortgage loan originally sold to the Purchaser and subject to this Agreement being identified on the
Mortgage Loan Schedule attached to the related Term Sheet, which Mortgage Loan includes without limitation the Mortgage File, the
Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds,
and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan, excluding replaced or
repurchased Mortgage Loans.
Mortgage Loan Documents: The documents listed in Exhibit A hereto pertaining to any Mortgage Loan.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the Purchaser,
which shall be equal to the Mortgage Interest Rate minus the Servicing Fee Rate minus the Lender Paid Mortgage Insurance Rate.
Mortgage Loan Schedule: The schedule of Mortgage Loans annexed to the related Term Sheet, such schedule setting forth the
following information with respect to each Mortgage Loan sold pursuant to such Term Sheet:
6
(1) the Company's Mortgage Loan identifying number;
(2) the Mortgagor's first and last name;
(3) the street address of the Mortgaged Property including the city, state and zip code;
(4) a code indicating whether the Mortgaged Property is owner-occupied, a second home or an investor property;
(5) the type of residential property constituting the Mortgaged Property;
(12) the original months to maturity of the Mortgage Loan;
(13) the remaining months to maturity from the related Cut-off Date, based on the original amortization schedule and, if
different, the maturity expressed in the same manner but based on the actual amortization schedule;
(8) the Sales Price, if applicable, Appraised Value and Loan-to-Value Ratio;
(9) the Mortgage Interest Rate as of origination and as of the related Cut-off Date; with respect to each adjustable
rate Mortgage Loan, the initial Adjustment Date, the next Adjustment Date immediately following the related Cut-off Date, the Index,
the Margin, the Initial Rate Cap, if any, Periodic Rate Cap, if any, minimum Mortgage Interest Rate under the terms of the Mortgage
Note and the Lifetime Rate Cap;
(10) the Origination Date of the Mortgage Loan;
(11) the stated maturity date;
(12) the amount of the Monthly Payment at origination;
(13) the amount of the Monthly Payment as of the related Cut-off Date;
(14) the original principal amount of the Mortgage Loan;
(15) the scheduled Stated Principal Balance of the Mortgage Loan as of the close of business on the related Cut-off Date,
after deduction of payments of principal due on or before the related Cut-off Date whether or not collected;
(16) a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term refinance, Equity Take-Out
Refinanced Mortgage Loan);
(17) a code indicating the documentation style (i.e. full, alternative, etc.);
7
(18) the number of times during the twelve (12) month period preceding the related Closing Date that any Monthly Payment
has been received after the month of its scheduled Due Date;
(19) the date on which the first payment is or was due;
(23) a code indicating whether or not the Mortgage Loan is the subject of a Primary Mortgage Insurance Policy and the name of the
related insurance carrier;
(21) a code indicating whether or not the Mortgage Loan is currently convertible and the conversion spread;
(22) the last Due Date on which a Monthly Payment was actually applied to the unpaid principal balance of the Mortgage
Loan.
(23) product type (i.e. fixed, adjustable, 3/1, 5/1, etc.);
(28) credit score, if applicable;
(25) a code indicating whether or not the Mortgage Loan is the subject of a Lender Primary Mortgage Insurance Policy and
the name of the related insurance carrier and the Lender Paid Mortgage Insurance Rate;
(38) a code indicating whether or not the Mortgage Loan has a prepayment penalty and if so, the amount and term thereof;
(39) the Current Appraised Value of the Mortgage Loan and Current LTV, if applicable;
(40) whether such Mortgage Loan is a "Home Loan", "Covered Home Loan", "Manufactured Housing" or "Home Improvement Loan" as
defined in the New Jersey Home Ownership Security Act of 2002;
(41) whether the Mortgage Loan has a mandatory arbitration clause; and
(42) whether the Mortgage Loan is "interest-only""negative amortization".
With respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule attached to the related Term Sheet shall set
forth the following information, as of the related Cut-off Date:
(1) the number of Mortgage Loans;
(2) the current aggregate outstanding principal balance of the Mortgage Loans;
(3) the weighted average Mortgage Interest Rate of the Mortgage Loans;
8
(4) the weighted average maturity of the Mortgage Loans; and
(5) the weighted average months to next Adjustment Date;
Mortgage Note: The original executed note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.
Mortgaged Property: With respect to each Mortgage Loan, the underlying real property securing repayment of the related
Mortgage Note, consisting of a single parcel of real estate considered to be real estate under the laws of the state in which such
real property is located which may include condominium units and planned unit developments, improved by a residential dwelling;
except that with respect to real property located in jurisdictions in which the use of leasehold estates for residential properties
is a widely-accepted practice, a leasehold estate of the Mortgage, the term of which is equal to or longer than the term of the
Mortgage.
Mortgagor: With respect to each Mortgage Loan, the obligor on the related Mortgage Note.
Nonrecoverable Advance: Any portion of a Monthly Advance or Servicing Advance previously made or proposed to be made by the
Company pursuant to this Agreement, that, in the good faith judgment of the Company, will not or, in the case of a proposed advance,
would not, be ultimately recoverable by it from the related Mortgagor or the related Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds or otherwise with respect to the related Mortgage Loan.
Officers' Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a
Senior Vice President or a Vice President or by the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of the Company, and delivered to the Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an employee of the party on behalf of whom the opinion is
being given, reasonably acceptable to the Purchaser.
Origination Date: The date on which a Mortgage Loan funded, which date shall not, in connection with a Refinanced Mortgage
Loan, be the date of the funding of the debt being refinanced, but rather the closing of the debt currently outstanding under the
terms of the Mortgage Loan Documents.
OTS: Office of Thrift Supervision, or any successor thereto.
Pass-Through Transfer: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans
directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated
mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on
which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part,
of some or all of the Mortgage Loans.
9
Periodic Rate Cap: With respect to each adjustable rate Mortgage Loan, the maximum increase or decrease in the Mortgage
Interest Rate on any Adjustment Date, as set forth in the related Mortgage Note and the related Mortgage Loan Schedule.
Permitted Investments: Any one or more of the following obligations or securities:
(i) direct obligations of, and obligations fully guaranteed by the United States of America or any agency or
instrumentality of the United States of America the obligations of which are backed by the full faith and credit of
the United States of America;
(ii) (a) demand or time deposits, federal funds or bankers' acceptances issued by any depository institution or trust
company incorporated under the laws of the United States of America or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, provided that the commercial paper and/or the short-term deposit rating
and/or the long-term unsecured debt obligations or deposits of such depository institution or trust company at the time of such
investment or contractual commitment providing for such investment are rated in one of the two highest rating categories by each
Rating Agency and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;
(iii) repurchase obligations with a term not to exceed thirty (30) days and with respect to (a) any security
described in clause (i) above and entered into with a depository institution or trust company (acting as principal)
described in clause (ii)(a) above;
(iv) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the
United States of America or any state thereof that are rated in one of the two highest rating categories by each
Rating Agency at the time of such investment or contractual commitment providing for such investment; provided,
however, that securities issued by any particular corporation will not be Permitted Investments to the extent that
investments therein will cause the then outstanding principal amount of securities issued by such corporation and
held as Permitted Investments to exceed 10% of the aggregate outstanding principal balances of all of the Mortgage
Loans and Permitted Investments;
10
(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations
payable on demand or on a specified date not more than one year after the date of issuance thereof) which are rated
in one of the two highest rating categories by each Rating Agency at the time of such investment;
(vi) any other demand, money market or time deposit, obligation, security or investment as may be acceptable to
each Rating Agency as evidenced in writing by each Rating Agency; and
(vii) any money market funds the collateral of which consists of obligations fully guaranteed by the United States
of America or any agency or instrumentality of the United States of America the obligations of which are backed by
the full faith and credit of the United States of America (which may include repurchase obligations secured by
collateral described in clause (i)) and other securities and which money market funds are rated in one of the two
highest rating categories by each Rating Agency;
provided, however, that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to
receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of
both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par or if such investment or
security is purchased at a price greater than par.
Person: Any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability
company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Prepayment Interest Shortfall: With respect to any Remittance Date, for each Mortgage Loan that was the subject of a
Principal Prepayment during the related Prepayment Period, an amount equal to the excess of one month's interest at the applicable
Mortgage Loan Remittance Rate on the amount of such Principal Prepayment over the amount of interest (adjusted to the Mortgage Loan
Remittance Rate) actually paid by the related Mortgagor with respect to such Prepayment Period.
Prepayment Period: With respect to any Remittance Date, the calendar month preceding the month in which such
Remittance Date occurs.
Primary Mortgage Insurance Policy: Each primary policy of mortgage insurance represented to be in effect pursuant to
Section 3.02(hh), or any replacement policy therefor obtained by the Company pursuant to Section 4.08.
Prime Rate: The prime rate announced to be in effect from time to time as published as the average rate in the Wall Street
Journal (Northeast Edition).
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial which is received in
advance of its scheduled Due Date, including any prepayment penalty or premium thereon and which is not accompanied by an amount of
interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
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Purchase Price: As defined in Section 2.02.
Purchaser: EMC Mortgage Corporation, its successors in interest and assigns.
Qualified Appraiser: An appraiser, duly appointed by the Company, who had no interest, direct or indirect in the related
Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the requirements of Title XI of FIRREA
and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.
Qualified Insurer: A mortgage insurance company duly authorized and licensed as such under the laws of the states in which
the related Mortgaged Property is located and approved as an insurer by Fannie Mae or FHLMC.
Rating Agency: Standard & Poor's, Fitch, Inc. or, in the event that some or all of the ownership of the Mortgage Loans is
evidenced by mortgage-backed securities, the nationally recognized rating agencies issuing ratings with respect to such securities,
if any.
Reconstituted Mortgage Loans: As defined in Section 11.19.
Reconstitution: As defined in Section 11.18.
Reconstitution Agreement: As defined in Section 11.18.
Reconstitution Date: As defined in Section 11.18.
Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property prior to the
origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.
REMIC: A "real estate mortgage investment conduit," as such term is defined in Section 860D of the Code.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which appear at Sections 860A through
860G of the Code, and the related provisions and regulations promulgated thereunder, as the foregoing may be in effect from time to
time.
Remittance Date: The 18th day of any month, beginning with the First Remittance Date, or if such 18th day is not a Business
Day, the first Business Day immediately preceding such 18th day.
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REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: Amounts received by the Company in connection with a related REO Disposition.
REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchaser as described in Section 4.13.
Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the product of the greater of (x) 100% or (y) the
percentage of par as stated in the related Term Sheet; multiplied by the Stated Principal Balance of such Mortgage Loan on the
repurchase date, plus (ii) interest on such Stated Principal Balance at the Mortgage Loan Remittance Rate from the last date through
which interest has been paid and distributed to the Purchaser to the end of the month of repurchase, plus, (iii) reasonable and
necessary third party expenses incurred in connection with the transfer of the Mortgage Loan being repurchased; less amounts received
or advanced in respect of such repurchased Mortgage Loan which are being held in the Custodial Account for distribution in the month
of repurchase.
SAIF: The Savings Association Insurance Fund, or any successor thereto.
Sales Price: With respect to any Mortgage Loan the proceeds of which were used by the Mortgagor to acquire the related
Mortgaged Property, the amount paid by the related Mortgagor for such Mortgaged Property.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable
attorneys' fees and disbursements) incurred in the performance by the Company of its servicing obligations, including, but not
limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement,
administrative or judicial proceedings, or any legal work or advice specifically related to servicing the Mortgage Loans, including
but not limited to, foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures by subordinate or superior
lienholders, and other legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable
and that the Company specifies the Mortgage Loan(s) to which such expenses relate and, upon the Purchaser's request, provides
documentation supporting such expense (which documentation would be acceptable to Fannie Mae), and provided further that any such
enforcement, administrative or judicial proceeding does not arise out of a breach of any representation, warranty or covenant of the
Company hereunder), (c) the management and liquidation of the Mortgaged Property if the Mortgaged Property is acquired in full or
partial satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer rates and other charges which are or may become a
lien upon the Mortgaged Property, and Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage, (e) any
expenses reasonably sustained by the Company with respect to the liquidation of the Mortgaged Property in accordance with the terms
of this Agreement and (f) compliance with the obligations under Section 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser shall pay to the Company,
which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the unpaid
principal balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same principal amount and
period respecting which any related interest payment on a Mortgage Loan is computed. The obligation of the Purchaser to pay the
Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion of such Monthly Payment collected by
the Company, or as otherwise provided under Section 4.05(iii) and in accordance with the Fannie Mae Guide(s). Any fee payable to the
Company for administrative services related to any REO Property as described in Section 4.13 shall be payable from Liquidation
Proceeds of the related REO Property.
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Servicing Fee Rate: As set forth in the Term Sheet.
Servicing File: With respect to each Mortgage Loan, the file retained by the Company consisting of originals of all
documents in the Mortgage File which are not delivered to the Purchaser and copies of the Mortgage Loan Documents listed in Exhibit
A, the originals of which are delivered to the Purchaser or its designee pursuant to Section 2.04.
Servicing Officer: Any officer of the Company involved in, or responsible for, the administration and servicing of the
Mortgage Loans whose name appears on a list of servicing officers furnished by the Company to the Purchaser upon request, as such
list may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of such
Mortgage Loan at the Cut-off Date after giving effect to payments of principal due on or before such date, whether or not received,
minus (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan representing payments or recoveries
of principal or advances in lieu thereof.
Subservicer: Any subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing Agreement. Any
subservicer shall meet the qualifications set forth in Section 4.01.
Subservicing Agreement: An agreement between the Company and a Subservicer, if any, for the servicing of the Mortgage Loans.
Term Sheet: A supplemental agreement in the form attached hereto as Exhibit I which shall be executed and delivered by the
Company and the Purchaser to provide for the sale and servicing pursuant to the terms of this Agreement of the Mortgage Loans listed
on Schedule I attached thereto, which supplemental agreement shall contain certain specific information relating to such sale of such
Mortgage Loans and may contain additional covenants relating to such sale of such Mortgage Loans.
Whole Loan Transfer: As defined in Section 11.18.
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ARTICLE II
PURCHASE OF MORTGAGE LOANS; SERVICING OF MORTGAGE LOANS;
RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; CUSTODIAL AGREEMENT;
DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01 Agreement to Purchase.
From time to time, the Company agrees to sell and the Purchaser agrees to purchase the Mortgage Loans having an aggregate
Stated Principal Balance on the related Cut-off Date set forth in the related Term Sheet in an amount as set forth in the
Confirmation, or in such other amount as agreed by the Purchaser and the Company as evidenced by the actual aggregate Stated
Principal Balance of the Mortgage Loans accepted by the Purchaser on the related Closing Date, with servicing retained by the
Company. The Company shall deliver the related Mortgage Loan Schedule attached to the related Term Sheet for the Mortgage Loans to
be purchased on the related Closing Date to the Purchaser at least two (2) Business Days prior to the related Closing Date. The
Mortgage Loans shall be sold pursuant to this Agreement, and the related Term Sheet shall be executed and delivered on the related
Closing Date.
Section 2.02 Purchase Price.
The "Purchase Price" for each Mortgage Loan shall be the percentage of par as stated in the related Term Sheet, multiplied
by the Stated Principal Balance, as of the related Cut-off Date, of the Mortgage Loan listed on the related Mortgage Loan Schedule
attached to the related Term Sheet, after application of scheduled payments of principal due on or before the related Cut-off Date
whether or not collected.
In addition to the Purchase Price as described above, the Purchaser shall pay to the Company, at closing, accrued interest
on the Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at the Mortgage Loan Remittance Rate of each
Mortgage Loan from the related Cut-off Date through the day prior to the related Closing Date, inclusive.
The Purchase Price plus accrued interest as set forth in the preceding paragraph shall be paid on the related Closing Date
by wire transfer of immediately available funds.
The Purchaser shall be entitled to (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries
of principal collected on or after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or
before the related Cut-off Date and collected by the Company or any successor servicer after the related Cut-off Date shall belong to
the Company), and (3) all payments of interest on the Mortgage Loans net of applicable Servicing Fees (minus that portion of any such
payment which is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance of each Mortgage Loan as
of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date
whether or not collected, together with any unscheduled principal prepayments collected prior to the related Cut-off Date; provided,
however, that payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be
applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee) shall be
the property of the Purchaser. The Company shall deposit any such prepaid amounts into the Custodial Account, which account is
established for the benefit of the Purchaser for subsequent remittance by the Company to the Purchaser.
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Section 2.03 [Reserved]
Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.
As of the related Closing Date, the Company sold, transferred, assigned, set over and conveyed to the Purchaser, without
recourse, on a servicing retained basis, and the Company hereby acknowledges that the Purchaser has, but subject to the terms of this
Agreement and the related Term Sheet, all the right, title and interest of the Company in and to the Mortgage Loans. The Company
will deliver the Mortgage Files to the Custodian designated by the Purchaser, on or before the related Closing Date, at the expense
of the Company. The Company shall maintain a Servicing File consisting of a copy of the contents of each Mortgage File and the
originals of the documents in each Mortgage File not delivered to the Purchaser. The Servicing File shall contain all documents
necessary to service the Mortgage Loans. The possession of each Servicing File by the Company is at the will of the Purchaser, for
the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity
only. From the related Closing Date, the ownership of each Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of
the related Mortgage File and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, has been
vested in the Purchaser. All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in
connection with the Mortgage Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the
possession of the Company shall be received and held by the Company in trust for the benefit of the Purchaser as the owner of the
Mortgage Loans. Any portion of the Mortgage Files retained by the Company shall be appropriately identified in the Company's
computer system to clearly reflect the ownership of the Mortgage Loans by the Purchaser. The Company shall release its custody of
the contents of the Mortgage Files only in accordance with written instructions of the Purchaser, except when such release is
required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan or
Loans with respect thereto pursuant to this Agreement and the related Term Sheet, such written instructions shall not be required.
Section 2.05 Books and Records.
The sale of each Mortgage Loan shall be reflected on the Company's balance sheet and other financial statements as a sale of
assets by the Company. The Company shall be responsible for maintaining, and shall maintain, a complete set of books and records for
the Mortgage Loans that shall be appropriately identified in the Company's computer system to clearly reflect the ownership of the
Mortgage Loan by the Purchaser. In particular, the Company shall maintain in its possession, available for inspection by the
Purchaser, or its designee and shall deliver to the Purchaser upon demand, evidence of compliance with all federal, state and local
laws, rules and regulations, and requirements of Fannie Mae or FHLMC, as applicable, including but not limited to documentation as to
the method used in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the
Mortgaged Property, documentation evidencing insurance coverage of any condominium project as required by Fannie Mae or FHLMC, and
periodic inspection reports as required by Section 4.13. To the extent that original documents are not required for purposes of
realization of Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or
microfiche.
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The Company shall maintain with respect to each Mortgage Loan and shall make available for inspection by the Purchaser or
its designee the related Servicing File during the time the Purchaser retains ownership of a Mortgage Loan and thereafter in
accordance with applicable laws and regulations.
In addition to the foregoing, the Company shall provide to any supervisory agents or examiners that regulate the Purchaser,
including but not limited to, the OTS, the FDIC and other similar entities, access, during normal business hours, upon reasonable
advance notice to the Company and without cost to the Company or such supervisory agents or examiners, to any documentation regarding
the Mortgage Loans that may be required by any applicable regulator.
Section 2.06. Transfer of Mortgage Loans.
The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may
prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in
compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any
person with respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered
to the Company in accordance with this Section 2.06 and the books and records of the Company show such person as the owner of the
Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans;
provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Company unless such transferee
shall agree in writing to be bound by the terms of this Agreement and an original counterpart of the instrument of transfer in an
Assignment and Assumption of this Agreement substantially in the form of Exhibit D hereto executed by the transferee shall have been
delivered to the Company. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the
Company shall mark its books and records to reflect the ownership of the Mortgage Loans of such assignee, and the previous Purchaser
shall be released from its obligations hereunder with respect to the Mortgage Loans sold or transferred.
Section 2.07 Delivery of Mortgage Loan Documents.The Company shall deliver and release to the Purchaser or its designee the Mortgage Loan Documents in accordance with the
terms of this Agreement and the related Term Sheet. The documents enumerated as items (1), (2), (3), (4), (5), (6), (7), (8), (9)
and (16) in Exhibit A hereto shall be delivered by the Company to the Purchaser or its designee no later than three (3) Business Days
prior to the related Closing Date pursuant to a bailee letter agreement. All other documents in Exhibit A hereto, together with all
other documents executed in connection with the Mortgage Loan that the Company may have in its possession, shall be retained by the
Company in trust for the Purchaser. If the Company cannot deliver the original recorded Mortgage Loan Documents or the original
policy of title insurance, including riders and endorsements thereto, on the related Closing Date, the Company shall, promptly upon
receipt thereof and in any case not later than 150 days from the related Closing Date, deliver such original documents, including
original recorded documents, to the Purchaser or its designee (unless the Company is delayed in making such delivery by reason of the
fact that such documents shall not have been returned by the appropriate recording office). If delivery is not completed within 150
days solely due to delays in making such delivery by reason of the fact that such documents shall not have been returned by the
appropriate recording office, the Company shall deliver such document to Purchaser, or its designee, within such time period as
specified in a Company's Officer's Certificate. In the event that documents have not been received by the date specified in the
Company's Officer's Certificate, a subsequent Company's Officer's Certificate shall be delivered by such date specified in the prior
Company's Officer's Certificate, stating a revised date for receipt of documentation. The procedure shall be repeated until the
documents have been received and delivered. If delivery is not completed within 270 days solely due to delays in making such
delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, the Company
shall continue to use its best efforts to effect delivery as soon as possible thereafter, provided that if such documents are not
delivered by the 330th day from the date of the related Closing Date, the Company shall repurchase the related Mortgage Loans at the
Repurchase Price in accordance with Section 3.03 hereof unless the Company provides evidence that such non-delivery is solely due to
delays by the appropriate recording office.
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The Company shall pay all initial recording fees, if any, for the assignments of mortgage and any other fees in connection
with the transfer of all original documents to the Purchaser or its designee. The Company shall prepare, in recordable form, all
assignments of mortgage necessary to assign the Mortgage Loans to the Purchaser, or its designee. The Company shall be responsible
for recording the assignments of mortgage as directed by the Purchaser.
The Company shall provide an original or duplicate original of the title insurance policy to the Purchaser or its designee
within ninety (90) days of the receipt of the recorded documents (required for issuance of such policy) from the applicable recording
office.
Any review by the Purchaser, or its designee, of the Mortgage Files shall in no way alter or reduce the Company's
obligations hereunder.
If the Purchaser or its designee discovers any defect with respect to a Mortgage File, the Purchaser shall, or shall cause
its designee to, give written specification of such defect to the Company which may be given in the exception report attached as an
exhibit to the related Term Sheet or the certification delivered pursuant to this Section 2.07, or otherwise in writing and the
Company shall cure or repurchase such Mortgage Loan in accordance with Section 3.03.
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The Company shall forward to the Purchaser, or its designee, original documents evidencing an assumption, modification,
consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within thirty (30) days of their
execution; provided, however, that the Company shall provide the Purchaser, or its designee, with a certified true copy of any such
document submitted for recordation within thirty (30) days of its execution, and shall provide the original of any document submitted
for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the
original within 120 days of its submission for recordation.
From time to time, the Company may have a need (other than in connection with a payment in full, which is described more
fully in Section 6.02 herein) for Mortgage Loan Documents to be released from the Purchaser, or its designee. The Purchaser shall,
or shall cause its designee, upon the written request of the Company in the form attached hereto as Exhibit G, within ten (10)
Business Days, deliver to the Company, any requested documentation previously delivered to the Purchaser as part of the Mortgage
File, provided that such documentation is promptly returned to the Purchaser, or its designee, when the Company no longer requires
possession of the document, and provided that during the time that any such documentation is held by the Company, such possession is
in trust for the benefit of the Purchaser.
Section 2.08 Quality Control Procedures.The Company must have an internal quality control program that verifies, on a regular basis, the existence and accuracy of
the legal documents, credit documents, property appraisals, and underwriting decisions. The program must be capable of evaluating
and monitoring the overall quality of its loan production and servicing activities. The program is to ensure that the Mortgage Loans
are originated and serviced in accordance with prudent mortgage banking practices and accounting principles; guard against dishonest,
fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.
Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults.
In the event any Principal Prepayment in full is made by a Mortgagor on or prior to three months (unless such other period
is set forth in the related Confirmation and Term Sheet) after the related Closing Date, the Company shall, upon written notice
thereof from the Purchaser received by the Company within sixty (60) days of the date of such prepayment in full, remit to the
Purchaser an amount equal to the excess, if any, of the Purchase Price Percentage over par multiplied by the amount of such Principal
Prepayment in full. Such remittance shall be made by the Company to the Purchaser no later than the seventh Business Day following
receipt of such notice of Principal Prepayment by the Purchaser.
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In the event either of the first three (3) scheduled Monthly Payments (unless such other number of Monthly Payments is set
forth in the related Confirmation or Term Sheet) which are due under any Mortgage Loan after the related Cut-off Date are not made
during the month in which such Monthly Payments are due, then not later than seven (7) Business Days after written notice to the
Company by the Purchaser (and at the Purchaser's sole option), the Company, shall repurchase such Mortgage Loan from the Purchaser
pursuant to the repurchase provisions contained in Subsection 3.03. However, if the Company provides evidence satisfactory to the
Purchaser that the delinquency was due to a servicing set up error, no repurchase shall be required.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS
Section 3.01 Representations and Warranties of the Company.The Company represents, warrants and covenants to the Purchaser that, as of the related Closing Date or as of such date
specifically provided herein:
(a) The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization and has all licenses necessary to carry out its business as now being conducted, and is licensed and qualified to
transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise
exempt under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such
licensing or qualification and no demand for such licensing or qualification has been made upon the Company by any such state, and in
any event the Company is in material compliance with the laws of any such state to the extent necessary to ensure the enforceability
of each Mortgage Loan and the servicing of the Mortgage Loans in accordance with the terms of this Agreement;
(b) The Company has adequate power and authority and legal right to hold each Mortgage Loan, to sell each Mortgage Loan and
to execute, deliver and perform, and to enter into and consummate all transactions contemplated by this Agreement and the related
Term Sheet. The Company has duly authorized the execution, delivery and performance of this Agreement and the related Term Sheet and
any agreements contemplated hereby, has duly executed and delivered this Agreement and the related Term Sheet, and any agreements
contemplated hereby, and, assuming due authorization, execution and delivery by the Purchaser, this Agreement and the related Term
Sheet and each Assignment to the Purchaser and any agreements contemplated hereby, constitutes a legal, valid and binding obligation
of the Company, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy,
insolvency or reorganization;
(c) Neither the execution and delivery of this Agreement and the related Term Sheet, nor the origination or purchase of the
Mortgage Loans by the Company, the sale of the Mortgage Loans to the Purchaser, the consummation of the transactions contemplated
hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement and the related Term Sheet will violate
the Company's charter or by-laws or constitute a default under or result in a material breach or acceleration of any material
agreement or instrument to which the Company is now a party or by which it is bound, or result in the material violation of any law,
rule, regulation, order, judgment or decree to which the Company or its properties are subject, or impair the ability of the
Purchaser to enforce its rights under the Mortgage Loans.
(d) There is no action, suit, proceeding or investigation pending or, to the best of the Company's knowledge, threatened
against the Company, or any order or decree outstanding, with respect to the Company which, either in any one instance or in the
aggregate, could reasonably be expected to have a material adverse effect on the financial condition of the Company or seeks to
prevent the consummation, performance or enforceability of any of the transactions contemplated by this Agreement.
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(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Company of or compliance by the Company with this Agreement or the related Term Sheet, or the
consummation of the transactions contemplated by this Agreement or the related Term Sheet, except for consents, approvals,
authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement or the related Term Sheet is in the ordinary course
of business of the Company, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Company
pursuant to this Agreement or the related Term Sheet are not subject to bulk transfer or any similar statutory provisions in effect
in any applicable jurisdiction;
(g) The origination and servicing practices used by the Company and any prior originator or servicer with respect to each
Mortgage Note and Mortgage have been legal and in accordance with applicable laws and regulations and the Mortgage Loan Documents,
and in all material respects proper and prudent in the mortgage origination and servicing business. Each Mortgage Loan is being (and
has been) serviced in accordance with Accepted Servicing Practices and applicable state and federal laws, including, without
limitation, the Federal Truth-In-Lending Act and other consumer protection laws, real estate settlement procedures, usury, equal
credit opportunity and disclosure laws. With respect to escrow deposits and payments that the Company, on behalf of an investor, is
entitled to collect, all such payments are in the possession of, or under the control of, the Company, and there exist no
deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All escrow payments
have been collected in full compliance with state and federal law and the provisions of the related Mortgage Note and Mortgage. As
to any Mortgage Loan that is the subject of an escrow, escrow of funds is not prohibited by applicable law and has been established
in an amount sufficient to pay for every escrowed item that remains unpaid and has been assessed but is not yet due and payable. No
escrow deposits or other charges or payments due under the Mortgage Note have been capitalized under any Mortgage or the related
Mortgage Note;
(h) The Company used no selection procedures that identified the Mortgage Loans as being less desirable or valuable than
other comparable mortgage loans in the Company's portfolio at the related Cut-off Date;
(i) The Company will treat the sale of the Mortgage Loans to the Purchaser as a sale for reporting and accounting purposes
and, to the extent appropriate, for federal income tax purposes;
(j) The Company is an approved seller/servicer of residential mortgage loans for Fannie Mae, FHLMC and HUD, with such
facilities, procedures and personnel necessary for the sound servicing of such mortgage loans. The Company is duly qualified,
licensed, registered and otherwise authorized under all applicable federal, state and local laws, and regulations, if applicable,
meets the minimum capital requirements set forth by the OTS, and is in good standing to sell mortgage loans to and service mortgage
loans for Fannie Mae and FHLMC and no event has occurred which would make the Company unable to comply with eligibility requirements
or which would require notification to either Fannie Mae or FHLMC;
22
(k) The Company does not believe, nor does it have any cause or reason to believe, that it cannot perform each and every
covenant contained in this Agreement or the related Term Sheet. The Company is solvent and the sale of the Mortgage Loans will not
cause the Company to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud
any of the Company's creditors;
(l) No statement, tape, diskette, form, report or other document prepared by, or on behalf of, the Company pursuant to this
Agreement or the related Term Sheet or in connection with the transactions contemplated hereby, contains or will contain any
statement that is or will be inaccurate or misleading in any material respect;
(m) The Company acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such
services and that the entire Servicing Fee shall be treated by the Company, for accounting and tax purposes, as compensation for the
servicing and administration of the Mortgage Loans pursuant to this Agreement. In the opinion of the Company, the consideration
received by the Company upon the sale of the Mortgage Loans to the Purchaser under this Agreement and the related Term Sheet
constitutes fair consideration for the Mortgage Loans under current market conditions.
(n) The Company has delivered to the Purchaser financial statements of its parent, for its last two complete fiscal years
as requested. All such financial information fairly presents the pertinent results of operations and financial position for the
period identified and has been prepared in accordance with GAAP throughout the periods involved, except as set forth in the notes
thereto. There has been no change in the business, operations, financial condition, properties or assets of the Company since the
date of the Company's financial information that would have a material adverse effect on its ability to perform its obligations under
this Agreement; and
(o) The Company has not dealt with any broker, investment banker, agent or other person that may be entitled to any
commission or compensation in connection with the sale of the Mortgage Loans.
Section 3.02 Representations and Warranties as to Individual Mortgage Loans.The Company hereby represents and warrants to the Purchaser, as to each Mortgage Loan, as of the related Closing Date as
follows:
(a) The information set forth in the Mortgage Loan Schedule attached to the related Term Sheet is true, complete and
correct in all material respects as of the related Cut-Off Date;
(b) The Mortgage is a valid, existing and enforceable first lien or a first priority ownership interest in an estate in fee
simple in real property on the Mortgaged Property securing the related Mortgage Note subject to principles of equity, bankruptcy,
insolvency and other laws of general application affecting the rights of creditors;
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(c) All payments due prior to the related Cut-off Date for such Mortgage Loan have been made; there are no material
defaults under the terms of the Mortgage Loan; the Company has not advanced its own funds, or induced, solicited or knowingly
received any advance of funds from a party other than the owner of the related Mortgaged Property, directly or indirectly, for the
payment of any amount required by the Mortgage Loan. All of the Mortgage Loans will have an actual interest paid to date of their
related Cut-off Date (or later) and will be due for the scheduled monthly payment next succeeding the Cut-off Date (or later), as
evidenced by a posting to the Company's servicing collection system. No payment under any Mortgage Loan is delinquent nor has any
scheduled payment been delinquent at any time during the twelve (12) months prior to the month of the related Closing Date. For
purposes of this paragraph, a Mortgage Loan will be deemed delinquent if any payment due thereunder was not paid by the Mortgagor in
the month such payment was due;
(d) There are no defaults by the Company in complying with the terms of the Mortgage, and all taxes, governmental
assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due
and owing have been paid, or escrow funds have been established in an amount sufficient to pay for every such escrowed item which
remains unpaid and which has been assessed but is not yet due and payable;
(e) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect,
except by written instruments which have been recorded to the extent any such recordation is required by law, or, necessary to
protect the interest of the Purchaser. No instrument of waiver, alteration or modification has been executed except in connection
with a modification agreement and which modification agreement is part of the Mortgage File and the terms of which are reflected in
the related Mortgage Loan Schedule, and no Mortgagor has been released, in whole or in part, from the terms thereof except in
connection with an assumption agreement and which assumption agreement is part of the Mortgage File and the terms of which are
reflected in the related Mortgage Loan Schedule; the substance of any such waiver, alteration or modification has been approved by
the issuer of any related Primary Mortgage Insurance Policy, Lender Primary Mortgage Insurance Policy and title insurance policy, to
the extent required by the related policies;
(f) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense,
including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage,
or the exercise of any right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any
right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto;
(g) All buildings or other customarily insured improvements upon the Mortgaged Property are insured by a Qualified Insurer,
against loss by fire, hazards of extended coverage and such other hazards as are provided for in the Fannie Mae or FHLMC Guide, as
well as all additional requirements set forth in Section 4.10 of this Agreement. All such insurance policies are in full force and
effect and contain a standard mortgagee clause naming the Company and its successors in interest and assigns as loss payee and such
clause is still in effect and all premiums due thereon have been paid. If required by the Flood Disaster Protection Act of 1973, as
amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal
Insurance Administration which policy conforms to Fannie Mae or FHLMC requirements, as well as all additional requirements set forth
in Section 4.10 of this Agreement. Such policy was issued by a Qualified Insurer. The Mortgage obligates the Mortgagor thereunder
to maintain all such insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from the Mortgagor.
Neither the Company (nor any prior originator or servicer of any of the Mortgage Loans) nor any Mortgagor has engaged in any act or
omission which has impaired or would impair the coverage of any such policy, the benefits of the endorsement provided for therein, or
the validity and binding effect of either;
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(h) Each Mortgage Loan complies with, and the Company has complied with, applicable local, state and federal laws,
regulations and other requirements including, without limitation, usury, equal credit opportunity, real estate settlement procedures,
the Federal Truth-In-Lending Act, disclosure laws and all applicable predatory and abusive lending laws and consummation of the
transactions contemplated hereby, including without limitation, the receipt of interest by the owner of such Mortgage Loan, will not
involve the violation of any such laws, rules or regulations. None of the Mortgage Loans are (a) Mortgage Loans subject to 12 CFR
Part 226.31, 12 CFR Part 226.32 or 226.34 of Regulation Z, the regulation implementing TILA, which implements the Home Ownership and
Equity Protection Act of 1994, as amended, or (b) except as may be provided in subparagraph (c) below, classified and/or defined, as
a "high cost", "threshold", "predatory""high risk home loan" or "covered" loan (or a similarly classified loan using different
terminology under a law imposing additional legal liability for mortgage loans having high interest rates, points and or/fees) under
any other applicable state, federal or local law including, but not limited to, the States of Georgia, New York, North Carolina,
Arkansas, Kentucky or New Mexico, (c) Mortgage Loans subject to the New Jersey Home Ownership Security Act of 2002 (the "Act"),
unless such Mortgage Loan is a (1) "Home Loan" as defined in the Act that is a first lien Mortgage Loan, which is not a "High Cost
Home Loan" as defined in the Act or (2) "Covered Home Loan" as defined in the Act that is a first lien purchase money Mortgage Loan,
which is not a High Cost Home Loan under the Act, or (d) secured by Mortgaged Property in the Commonwealth of Massachusetts with a
loan application date on or after November 7, 2004 that refinances a mortgage loan that is less than sixty (60) months old, unless
such Mortgage Loan (1) is on an investment property, (ii) meets the requirements set forth in the Code of Massachusetts Regulation
("CMR"), 209 CMR 53.04(1)(b), or (iii) meets the requirements set forth in the 209 CMR 53.04(1)(c). In addition to and
notwithstanding anything to the contrary herein, no Mortgage Loan for which the Mortgaged Property is located in New Jersey is a Home
Loan as defined in the Act that was made, arranged, or assigned by a person selling either a manufactured home or home improvements
to the Mortgaged Property or was made by an originator to whom the Mortgagor was referred by any such seller. The Company shall
maintain in its possession, available for the Purchaser's inspection, as appropriate, and shall deliver to the Purchaser or its
designee upon demand, evidence of compliance with all such requirements;
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(i) The Mortgage has not been satisfied, canceled or subordinated, in whole or in part, or rescinded, and the Mortgaged
Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would
effect any such release, cancellation, subordination or rescission. The Company has not waived the performance by the Mortgagor of
any action, if the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor has the Company
waived any default resulting from any action or inaction by the Mortgagor;
(j) The Mortgage is a valid, existing, enforceable and perfected first lien on the Mortgaged Property, including all
improvements securing the Mortgage Note's original principal balance subject to principles of equity, bankruptcy, insolvency and
other laws of general application affecting the rights of creditors. The Mortgage and the Mortgage Note do not contain any evidence
of any other security interest or other interest or right thereto. Such lien is free and clear of all adverse claims, liens and
encumbrances having priority over the first lien of the Mortgage subject only to (1) the lien of non-delinquent current real property
taxes and assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters
of the public record as of the date of recording which are acceptable to mortgage lending institutions generally and either (A) which
are referred to in the lender's title insurance policy delivered to the originator or otherwise considered in the appraisal made for
the originator of the Mortgage Loan, or (B) which do not adversely affect the residential use or Appraised Value of the Mortgaged
Property as set forth in such appraisal, and (3) other matters to which like properties are commonly subject which do not,
individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage or
the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, existing, enforceable and
perfected first lien and first priority security interest on the property described therein, and the Company has the full right to
sell and assign the same to the Purchaser;
(k) The Mortgage Note and the related Mortgage are original and genuine and each is the legal, valid and binding obligation
of the maker thereof, enforceable in accordance with its terms subject to principles of equity, bankruptcy, insolvency and other laws
of general application affecting the rights of creditors, and the Company has taken all action necessary to transfer such rights of
enforceability to the Purchaser (as applicable). All parties to the Mortgage Note and the Mortgage had the legal capacity to enter
into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The Mortgage Loan Documents are on forms
acceptable to Fannie Mae and FHLMC. The Mortgage Note and the Mortgage have been duly and properly executed by such parties. No
fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the
part of the Company or the Mortgagor, or on the part of any other party involved in the origination or servicing of the Mortgage
Loan. The proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder, and
any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds
therefor have been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of
the Mortgage were paid, and the Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or
Mortgage;
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(l) The Company is the sole owner and holder of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note, and
had full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, participation
interests, lien, pledge, charge, claim or security interest. Upon the sale of the Mortgage Loan to the Purchaser, the Company will
retain the Mortgage File or any part thereof with respect thereto not delivered to the Purchaser or the Purchaser's designee in trust
only for the purpose of servicing and supervising the servicing of the Mortgage Loan. Immediately prior to the transfer and
assignment to the Purchaser, the Mortgage Loan, including the Mortgage Note and the Mortgage, were not subject to an assignment, sale
or pledge to any person other than the Purchaser, and the Company had good and marketable title to and was the sole owner thereof.
Following the sale of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of any encumbrance, equity,
participation interest, lien, pledge, charge, claim or security interest. The Company intends to relinquish all rights to possess,
control and monitor the Mortgage Loan, except for purposes of servicing the Mortgage Loan as set forth in this Agreement. After the
related Closing Date, the Company will not have any right to modify or alter the terms of the sale of the Mortgage Loan and the
Company will not have any obligation or right to repurchase the Mortgage Loan or substitute another Mortgage Loan, except as provided
in this Agreement, or as otherwise agreed to by the Company and the Purchaser;
(m) Each Mortgage Loan is covered by an ALTA lender's title insurance policy or other generally acceptable form of policy
or insurance acceptable to Fannie Mae or FHLMC (including adjustable rate endorsements), issued by a title insurer acceptable to
Fannie Mae or FHLMC and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to
the exceptions contained in (j)(1), (2) and (3) above) the Company, its successors and assigns, as to the first priority lien of the
Mortgage in the original principal amount of the Mortgage Loan and, with respect to adjustable rate Mortgage Loans, against any loss
by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment in
the Mortgage Interest Rate and Monthly Payment. Where required by state law or regulation, the Mortgagor has been given the
opportunity to choose the carrier of the required mortgage title insurance. The Company, its successors and assigns, is the sole
insured of such lender's title insurance policy, such title insurance policy has been duly and validly endorsed to the Purchaser (to
the extent necessary) or the assignment to the Purchaser of the Company's interest therein does not require the consent of or
notification to the insurer and such lender's title insurance policy is in full force and effect and will be in full force and effect
upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title
insurance policy, and no prior holder or servicer of the related Mortgage, including the Company, nor any Mortgagor, has done, by act
or omission, anything which would impair the coverage of such lender's title insurance policy;
(n) There is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage
Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a
default, breach, violation or event of acceleration; and neither the Company, nor any prior mortgagee, has waived any default,
breach, violation or event of acceleration;
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(o) There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights are
outstanding that under law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to
or equal to the lien of the related Mortgage;
(p) All improvements subject to the Mortgage which were considered in determining the appraised value of the Mortgaged
Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property (and wholly within the project
with respect to a condominium unit) and no improvements on adjoining properties encroach upon the Mortgaged Property except those
which are insured against by the title insurance policy referred to in clause (m) above and all improvements on the property comply
with all applicable zoning and subdivision laws and ordinances;
(q) Each Mortgage Loan was originated by or for the Company pursuant to, and conforms with, the Company's underwriting
guidelines attached as Exhibit H hereto. The Mortgage Loan bears interest at an adjustable rate (if applicable) as set forth in the
related Mortgage Loan Schedule, and Monthly Payments under the Mortgage Note are due and payable on the first day of each month. The
Mortgage contains the usual and enforceable provisions of the Company at the time of origination for the acceleration of the payment
of the unpaid principal amount of the Mortgage Loan if the related Mortgaged Property is sold without the prior consent of the
mortgagee thereunder;
(r) The Mortgaged Property is not subject to any material damage. At origination of the Mortgage Loan there was not, since
origination of the Mortgage Loan there has not been, and there currently is no proceeding pending for the total or partial
condemnation of the Mortgaged Property. The Company has not received notification that any such proceedings are scheduled to
commence at a future date;
(s) The related Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby,
including, (1) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (2) otherwise by judicial
foreclosure. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the
Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;
(t) If the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified if required under applicable law
to act as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses, except as
may be required by local law, are or will become payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee's sale or attempted sale after default by the Mortgagor;
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(u) The Mortgage File contains an appraisal of the related Mortgaged Property signed prior to the final approval of the
mortgage loan application by a Qualified Appraiser, approved by the Company, who had no interest, direct or indirect, in the
Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Fannie Mae or FHLMC and Title XI of the FIRREA
and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated. The appraisal is in a
form acceptable to Fannie Mae or FHLMC;
(v) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such interest, were) (A) in compliance with any and all applicable licensing
requirements of the laws of the state wherein the Mortgaged Property is located, and (B) (1) organized under the laws of such state,
or (2) qualified to do business in such state, or (3) federal savings and loan associations or national banks or a Federal Home Loan
Bank or savings bank having principal offices in such state, or (4) not doing business in such state;
(w) The related Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding
Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to above and such collateral
does not serve as security for any other obligation;
(x) The Mortgagor has received and has executed, where applicable, all disclosure materials required by applicable law with
respect to the making of such mortgage loans;
(y) The Mortgage Loan does not contain balloon or "graduated payment" features and no Mortgage Loan is subject to a buydown
agreement or contains any buydown provision;
(z) The Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and the Company has no knowledge of any
circumstances or conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing
that could reasonably be expected to cause investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage
Loan to become delinquent, or materially adversely affect the value or marketability of the Mortgage Loan;
(aa) Each Mortgage Loan bears interest based upon a thirty (30) day month and a three hundred and sixty (360) day year. The
Mortgage Loans have an original term to maturity of not more than forty (40) years, with interest payable in arrears on the first day
of each month. As to each adjustable rate Mortgage Loan, on each applicable Adjustment Date, the Mortgage Interest Rate will be
adjusted to equal the sum of the Index, plus the applicable Margin; provided, that the Mortgage Interest Rate, on each applicable
Adjustment Date, will not increase by more than the Initial Rate Cap or Periodic Rate Cap, as applicable. Over the term of each
adjustable rate Mortgage Loan, the Mortgage Interest Rate will not exceed such Mortgage Loan's Lifetime Rate Cap. Unless indicated
on the related Mortgage Loan Schedule, none of the Mortgage Loans are "interest-only" Mortgage Loans or "negative amortization"
Mortgage Loans. With respect to each adjustable rate Mortgage Loan, each Mortgage Note requires a monthly payment which is sufficient
(a) during the period prior to the first adjustment to the Mortgage Interest Rate, to fully amortize the original principal balance
over the original term thereof and to pay interest at the related Mortgage Interest Rate, and (b) during the period following each
Adjustment Date, to fully amortize the outstanding principal balance as of the first day of such period over the then remaining term
of such Mortgage Note and to pay interest at the related Mortgage Interest Rate. With respect to each adjustable rate Mortgage Loan,
the Mortgage Note provides that when the Mortgage Interest Rate changes on an Adjustment Date, the then outstanding principal balance
will be reamortized over the remaining life of the Mortgage Loan. Unless indicated on the related Mortgage Loan Schedule, no Mortgage
Loan contains terms or provisions which would result in negative amortization. None of the Mortgage Loans contain a conversion
feature which would cause the Mortgage Interest Rate to convert to a fixed interest rate. None of the Mortgage Loans are considered
agricultural loans;
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(bb) (INTENTIONALLY LEFT BLANK)
(cc) (INTENTIONALLY LEFT BLANK)
(dd) (INTENTIONALLY LEFT BLANK)
(ee) (INTENTIONALLY LEFT BLANK)
(ff) (INTENTIONALLY LEFT BLANK)
(gg) (INTENTIONALLY LEFT BLANK)
(hh) In the event the Mortgage Loan had an LTV at origination greater than 80.00%, the excess of the principal balance of
the Mortgage Loan over 75.0% of the Appraised Value of the Mortgaged Property with respect to a Refinanced Mortgage Loan, or the
lesser of the Appraised Value or the Sales Price of the Mortgaged Property with respect to a purchase money Mortgage Loan was insured
as to payment defaults by a Primary Mortgage Insurance Policy issued by a Qualified Insurer. Any Mortgage Loan subject to a Lender
Primary Mortgage Insurance Policy or a Primary Mortgage Insurance Policy that is also subject to the Company's captive reinsurance
agreement with the applicable insurer shall remain subject to such captive reinsurance agreement between the Company and the
applicable insurer, provided that such insurer is a Qualified Insurer. Unless otherwise indicated on the related Mortgage Loan
Schedule, no Mortgage Loan has an LTV over 95%. All provisions of such Primary Mortgage Insurance Policy have been and are being
complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. No Mortgage Loan requires
payment of such premiums, in whole or in part, by the Purchaser. No action, inaction, or event has occurred and no state of facts
exists that has, or will result in the exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject to a Primary
Mortgage Insurance Policy obligates the Mortgagor thereunder to maintain the Primary Mortgage Insurance Policy, subject to state and
federal law, and to pay all premiums and charges in connection therewith. No action has been taken or failed to be taken, on or prior
to the Closing Date which has resulted or will result in an exclusion from, denial of, or defense to coverage under any Primary
Mortgage Insurance Policy (including, without limitation, any exclusions, denials or defenses which would limit or reduce the
availability of the timely payment of the full amount of the loss otherwise due thereunder to the insured) whether arising out of
actions, representations, errors, omissions, negligence, or fraud of the Company or the Mortgagor, or for any other reason under such
coverage. The Mortgage Interest Rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of any such
insurance premium. Unless otherwise indicated on the related Mortgage Loan Schedule, none of the Mortgage Loans are subject to
"lender-paid" mortgage insurance. Any Mortgage Loan subject to a Lender Primary Mortgage Insurance Policy obligates the Company to
maintain the Lender Primary Mortgage Insurance Policy and to pay all premiums and charges in connection therewith;
30
(ii) The Assignment is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located;
(jj) None of the Mortgage Loans are secured by an interest in a leasehold estate. The Mortgaged Property is located in the
state identified in the related Mortgage Loan Schedule and consists of a single parcel of real property with a detached single family
residence erected thereon, or a townhouse, or a two-to four-family dwelling, or an individual condominium unit in a condominium
project, or an individual unit in a planned unit development or a de minimis planned unit development; provided, however, that no
residence or dwelling is a single parcel of real property with a manufactured home not affixed to a permanent foundation, or a mobile
home. Any condominium unit or planned unit development conforms with the Company's underwriting guidelines. As of the Origination
Date, no portion of any Mortgaged Property was used for commercial purposes, and since the Origination Date, no portion of any
Mortgaged Property has been, or currently is, used for commercial purposes;
(kk) Payments on the Mortgage Loan commenced no more than sixty (60) days after the funds were disbursed in connection with
the Mortgage Loan. Each of the Mortgage Loans will amortize fully by the stated maturity date;
(ll) The Mortgage Property was lawfully occupied under applicable law, and all inspections, licenses and certificates
required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or
obtained from the appropriate authorities;
(mm) There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any
environmental law, rule or regulation is an issue; there is no violation of any environmental law, rule or regulation with respect to
the Mortgaged Property; and the Company has not received any notice of any environmental hazard on the Mortgaged Property and nothing
further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to
use and enjoyment of said property;
(nn) The Mortgagor has not notified the Company, and the Company has no knowledge of any relief requested or allowed to the
Mortgagor under the Servicemembers Civil Relief Act of 2004;
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(oo) No Mortgage Loan is a construction or rehabilitation Mortgage Loan or was made to facilitate the trade-in or exchange
of a Mortgaged Property;
(pp) The Mortgagor for each Mortgage Loan is a natural person;
(qq) None of the Mortgage Loans are Co-op Loans;
(rr) With respect to each Mortgage Loan that has a prepayment penalty feature, each such prepayment penalty is
enforceable and will be enforced by the Company and each prepayment penalty is permitted pursuant to federal, state and local law. No
Mortgage Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage Loan was originated.
Except as otherwise set forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan that contains a prepayment penalty,
such prepayment penalty is at least equal to the lesser of (A) the maximum amount permitted under applicable law and (B) six months
interest at the related Mortgage Interest Rate on the amount prepaid in excess of 20% of the original principal balance of such
Mortgage Loan;
(ss) With respect to each Mortgage Loan either (i) the fair market value of the Mortgaged Property securing such Mortgage
Loan was at least equal to 80 percent of the original principal balance of such Mortgage Loan at the time such Mortgage Loan was
originated or (ii) (a) the Mortgage Loan is only secured by the Mortgage Property and (b) substantially all of the proceeds of such
Mortgage Loan were used to acquire or to improve or protect the Mortgage Property. For the purposes of the preceding sentence, if the
Mortgage Loan has been significantly modified other than as a result of a default or a reasonable foreseeable default, the modified
Mortgage Loan will be viewed as having been originated on the date of the modification;
(tt) The Mortgage Loan was originated by a mortgagee approved by the Secretary of HUD pursuant to Sections 203 and 211 of
the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or
similar institution which is supervised and examined by a federal or state authority;
(uu) None of the Mortgage Loans are simple interest Mortgage Loans and none of the Mortgaged Properties are timeshares;
(vv) All of the terms of the Mortgage pertaining to interest rate adjustments, payment adjustments and adjustments of the
outstanding principal balance are enforceable, all such adjustments have been properly made, including the mailing of required
notices, and such adjustments do not and will not affect the priority of the Mortgage lien. With respect to each Mortgage Loan
which has passed its initial Adjustment Date, the Company has performed an audit of the Mortgage Loan to determine whether all
interest rate adjustments have been made in accordance with the terms of the Mortgage Note and Mortgage;
(ww) Each Mortgage Note, each Mortgage, each Assignment and any other documents required pursuant to this Agreement to be
delivered to the Purchaser or its designee, or its assignee for each Mortgage Loan, have been, on or before the related Closing Date,
delivered to the Purchaser or its designee, or its assignee;
(xx) There is no Mortgage Loan that was originated on or after October 1, 2002 and before March 7, 2003, which is secured
by property located in the State of Georgia;
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(yy) No proceeds from any Mortgage Loan were used to finance single-premium credit insurance policies;
(zz) No Mortgagor was encouraged or required to select a Mortgage Loan product offered by the Mortgage Loan's
originator which is a higher cost product designed for less creditworthy Mortgagors, unless at the time of
the Mortgage Loan's origination, such Mortgagor did not qualify taking into account credit history and
debt-to-income ratios for a lower-cost credit product then offered by the Mortgage Loan's originator or any
affiliate of the Mortgage Loan's originator. If, at the time of loan application, the Mortgagor may have
qualified for a lower-cost credit product then offered by any mortgage lending affiliate of the Mortgage
Loan's originator, the Mortgage Loan's originator referred the Mortgagor's application to such affiliate
for underwriting consideration;
(aaa) The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical
principles which relate the Mortgagor's income, assets and liabilities (except for any Mortgage Loan which does not require statement
of income or assets) to the proposed payment and such underwriting methodology does not rely on the extent of the Mortgagor's equity
in the collateral as the principal determining factor in approving such credit extension. Such underwriting methodology confirmed
that at the time of origination (application/approval) the Mortgagor had a reasonable ability to make timely payments on the Mortgage
Loan;
(bbb) With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment
prior to maturity: (i) prior to the loan's origination, the Mortgagor agreed to such premium in exchange for a monetary benefit,
including but not limited to a rate or fee reduction, (ii) prior to the loan's origination, the Mortgagor was offered the option of
obtaining a mortgage loan that did not require payment of such a premium, (iii) the prepayment premium is disclosed to the Mortgagor
in the loan documents pursuant to applicable state and federal law, and (iv) notwithstanding any state or federal law to the
contrary, the Company shall not impose such prepayment premium in any instance when the Mortgage is accelerated as the result of the
Mortgagor's default in making the loan payments;
(ccc) No Mortgagor was required to purchase any credit life, disability, accident or health insurance product as a
condition of obtaining the extension of credit. No Mortgagor obtained a prepaid single-premium credit life, disability, accident or
health insurance policy in connection with the origination of the Mortgage Loan;
(ddd) The Company will transmit full-file credit reporting data for each Mortgage Loan pursuant to the Fannie Mae Selling
Guide and that for each Mortgage Loan, the Company agrees it shall report one of the following statuses each month as follows: new
origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off;
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(eee) With respect to any Mortgage Loan originated on or after August 1, 2004, neither the related Mortgage nor the related
Mortgage Note requires the Mortgagor to submit to arbitration to resolve any dispute arising out of or relating in any way to the
Mortgage Loan;
(fff) No Mortgage Loan is secured by Mortgaged Property in the Commonwealth of Massachusetts with a loan application date on
or after November 7, 2004 that refinances a mortgage loan that is less than sixty (60) months old, unless such Mortgage Loan (1) is
on an investment property, (ii) meets the requirements set forth in the Code of Massachusetts Regulation ("CMR"), 209 CMR
53.04(1)(b), or (iii) meets the requirements set forth in the 209 CMR 53.04(1)(c);
(ggg) For any Mortgage Loan with Mortgaged Property located in Texas which is a second lien and the interest rate is in
excess of 10% where terms of the Mortgage Note contain a provision for which the Mortgagor may be entitled to prepaid interest upon
payoff, no Mortgagor paid any administrative fees, points, or loan origination fees which would actually result in any prepaid
interest being due the Mortgagor under the terms of the Mortgage Note; and
(hhh) The Company has complied with all applicable anti-money laundering laws and regulations, including without
limitation the USA Patriot Act of 2001 (collectively, the Anti-Money Laundering Laws"). The Company has established an anti-money
laundering compliance program as required by the Anti-Money Laundering Laws and has conducted the requisite due diligence in
connection with the origination of each Mortgage Loan for the purposes of the Anti-Money Laundering Laws. The Company further
represents that it takes reasonable efforts to determine whether any Mortgagor appears on any list of blocked or prohibited parties
designated by the U.S. Department of Treasury.
Section 3.03 Repurchase; Substitution.
It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive the
sale of the Mortgage Loans and delivery of the Mortgage Loan Documents to the Purchaser, or its designee, and shall inure to the
benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment or the
examination, or lack of examination, of any Mortgage File. Upon discovery by either the Company or the Purchaser of a breach of any
of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the
interest of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. The
Company shall have a period of sixty (60) days from the earlier of its discovery or its receipt of notice of any such breach within
which to correct or cure such breach. The Company hereby covenants and agrees that if any such breach is not corrected or cured
within such sixty day period, the Company shall, at the Purchaser's option and not later than ninety (90) days of its discovery or
its receipt of notice of such breach, repurchase such Mortgage Loan at the Repurchase Price or, with the Purchaser's prior consent
and at Purchaser's sole option, substitute a Mortgage Loan as provided below. In the event that any such breach shall involve any
representation or warranty set forth in Section 3.01, and such breach is not cured within sixty (60) days of the earlier of either
discovery by or notice to the Company of such breach, all Mortgage Loans shall, at the option of the Purchaser, be repurchased by the
Company at the Repurchase Price. Any such repurchase shall be accomplished by wire transfer of immediately available funds to
Purchaser in the amount of the Repurchase Price.
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If the Company is required to repurchase any Mortgage Loan pursuant to this Section 3.03, the Company may, with the
Purchaser's prior consent and at the Purchaser's sole option, within ninety (90) days from the related Closing Date, remove such
defective Mortgage Loan from the terms of this Agreement and substitute another mortgage loan for such defective Mortgage Loan, in
lieu of repurchasing such defective Mortgage Loan. Any substitute Mortgage Loan is subject to the Purchaser acceptability. Any
substituted Loans will comply with the representations and warranties set forth in this Agreement as of the substitution date.
The Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal of the removed Mortgage Loan from this
Agreement and the substitution of such substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall review the
Mortgage File delivered to it relating to the substitute Mortgage Loan. In the event of such a substitution, accrued interest on the
substitute Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon during such month
shall be the property of the Purchaser and accrued interest for such month on the Mortgage Loan for which the substitution is made
and any Principal Prepayments made thereon during such month shall be the property of the Company. The principal payment on a
substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of the Company and the principal
payment on the Mortgage Loan for which the substitution is made due on such date shall be the property of the Purchaser.
For any month in which the Company is permitted to substitute one or more substitute Mortgage Loans, the Company will
determine the amount (if any) by which the aggregate Stated Principal Balance (after application of the principal portion of all
scheduled payments due in the month of substitution) of all the substitute Mortgage Loans in the month of substitution is less then
the aggregate Stated Principal Balance (after application of the principal portion of the scheduled payment due in the month of
substitution) of the such replaced Mortgage Loan. An amount equal to the aggregate of such deficiencies described in the preceding
sentence for any Remittance Date shall be deposited into the Custodial Account by the Company on the related Determination Date in
the month following the calendar month during which the substitution occurred.
It is understood and agreed that the obligation of the Company set forth in this Section 3.03 to cure, repurchase or
substitute for a defective Mortgage Loan, and to indemnify the Purchaser pursuant to Section 8.01, constitute the sole remedies of
the Purchaser respecting a breach of the foregoing representations and warranties. If the Company fails to repurchase or substitute
for a defective Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective Mortgage Loan to the Purchaser's
reasonable satisfaction in accordance with this Section 3.03, or to indemnify the Purchaser pursuant to Section 8.01, that failure
shall be an Event of Default and the Purchaser shall be entitled to pursue all remedies available in this Agreement as a result
thereof. No provision of this paragraph shall affect the rights of the Purchaser to terminate this Agreement for cause, as set forth
in Sections 10.01 and 11.01.
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Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made
in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) the earlier of discovery of such breach by the Company or
notice thereof by the Purchaser to the Company, (ii) failure by the Company to cure such breach or repurchase such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.
In the event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary provision of this Agreement, with
respect to any Mortgage Loan that is not in default or as to which no default is imminent, no substitution pursuant to Subsection
3.03 shall be made after the applicable REMIC's "start up day" (as defined in Section 860G(a) (9) of the Code), unless the Company
has obtained an Opinion of Counsel to the effect that such substitution will not (i) result in the imposition of taxes on "prohibited
transactions" of such REMIC (as defined in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii) cause the REMIC
to fail to qualify as a REMIC at any time.
Section 3.04 Representations and Warranties of the Purchaser.
The Purchaser represents, warrants and covenants to the Company that, as of the related Closing Date or as of such date
specifically provided herein:
(g) The Purchaser is a corporation, dully organized validly existing and in good standing under the laws of the State of
Delaware and is qualified to transact business in, is in good standing under the laws of, and possesses all licenses necessary for
the conduct of its business in, each state in which any Mortgaged Property is located or is otherwise exempt or not required under
applicable law to effect such qualification or license;
(h) The Purchaser has full power and authority to hold each Mortgage Loan, to purchase each Mortgage Loan pursuant to this
Agreement and the related Term Sheet and to execute, deliver and perform, and to enter into and consummate all transactions
contemplated by this Agreement and the related Term Sheet and to conduct its business as presently conducted, has duly authorized the
execution, delivery and performance of this Agreement and the related Term Sheet, has duly executed and delivered this Agreement and
the related Term Sheet;
(c) None of the execution and delivery of this Agreement and the related Term Sheet, the purchase of the Mortgage Loans,
the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this
Agreement and the related Term Sheet will conflict with any of the terms, conditions or provisions of the Purchaser's charter or
by-laws or materially conflict with or result in a material breach of any of the terms, conditions or provisions of any legal
restriction or any agreement or instrument to which the Purchaser is now a party or by which it is bound, or constitute a default or
result in an acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order,
judgment or decree to which the Purchaser or its property is subject;
(d) There is no litigation, suit, proceeding or investigation pending or to the best of the Purchaser's knowledge,
threatened against the Purchaser, or any order or decree with respect to the Purchaser which is reasonably likely to have a material
adverse effect on the purchase of the related Mortgage Loans, the execution, delivery or enforceability of this Agreement and the
related Term Sheet, or which is reasonably likely to have a material adverse effect on the financial condition of the Purchaser;
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(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the
execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement and the related Term
Sheet, the purchase of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement and the related Term
Sheet except for consents, approvals, authorizations and orders which have been obtained;
(f) The consummation of the transactions contemplated by this Agreement and the related Term Sheet is in the ordinary
course of business of the Purchaser;
(h) The Purchaser will treat the purchase of the Mortgage Loans from the Company as a purchase for reporting, tax and
accounting purposes; and
(i) The Purchaser does not believe, nor does it have any cause or reason to believe, that it cannot perform each and
every of its covenants contained in this Agreement and the related Term Sheet.
The Purchaser shall indemnify the Company and hold it harmless against any claims, proceedings, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from a
breach by the Purchaser of the representations and warranties contained in this Section 3.04. It is understood and agreed that the
obligations of the Purchaser set forth in this Section 3.04 to indemnify the Seller as provided herein constitute the sole remedies
of the Company respecting a breach of the foregoing representations and warranties.
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ARTICLE IVADMINISTRATION AND SERVICING OF MORTGAGE LOANSSection 4.01 Company to Act as Servicer.The Company, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with this
Agreement and the related Term Sheet and with Accepted Servicing Practices, and shall have full power and authority, acting alone, to
do or cause to be done any and all things in connection with such servicing and administration which the Company may deem necessary
or desirable and consistent with the terms of this Agreement and the related Term Sheet and with Accepted Servicing Practices and
exercise the same care that it customarily employs for its own account. Except as set forth in this Agreement and the related Term
Sheet, the Company shall service the Mortgage Loans in strict compliance with the servicing provisions of the Fannie Mae Guides
(special servicing option), which include, but are not limited to, provisions regarding the liquidation of Mortgage Loans, the
collection of Mortgage Loan payments, the payment of taxes, insurance and other charges, the maintenance of hazard insurance with a
Qualified Insurer, the maintenance of mortgage impairment insurance, the maintenance of fidelity bond and errors and omissions
insurance, inspections, the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies and Lender
Primary Mortgage Insurance Policies, insurance claims, the title, management and disposition of REO Property, permitted withdrawals
with respect to REO Property, liquidation reports, and reports of foreclosures and abandonments of Mortgaged Property, the transfer
of Mortgaged Property, the release of Mortgage Files, annual statements, and examination of records and facilities. In the event of
any conflict, inconsistency or discrepancy between any of the servicing provisions of this Agreement and the related Term Sheet and
any of the servicing provisions of the Fannie Mae Guides, the provisions of this Agreement and the related Term Sheet shall control
and be binding upon the Purchaser and the Company.
Consistent with the terms of this Agreement and the related Term Sheet, the Company may waive, modify or vary any term of
any Mortgage Loan or consent to the postponement of any such term or in any manner grant indulgence to any Mortgagor if in the
Company's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the
Purchaser, provided, however, that unless the Company has obtained the prior written consent of the Purchaser, the Company shall not
permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer for more than ninety
(90) days or forgive any payment of principal or interest, reduce or increase the outstanding principal balance (except for actual
payments of principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which has been
agreed to in writing by the Purchaser and which permits the deferral of interest or principal payments on any Mortgage Loan, the
Company shall, on the Business Day immediately preceding the Remittance Date in any month in which any such principal or interest
payment has been deferred, deposit in the Custodial Account from its own funds, in accordance with Section 4.04, the difference
between (a) such month's principal and one month's interest at the Mortgage Loan Remittance Rate on the unpaid principal balance of
such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be entitled to reimbursement for such advances to the
same extent as for all other advances pursuant to Section 4.05. Without limiting the generality of the foregoing, the Company shall
continue, and is hereby authorized and empowered, to prepare, execute and deliver on behalf of itself and the Purchaser, all
instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with
respect to the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding anything herein to the contrary, the
Company may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which runs more than 180
days after the first delinquent Due Date. Any such agreement shall be approved by the Purchaser and, if required, by the Primary
Mortgage Insurance Policy insurer and Lender Primary Mortgage Insurance Policy insurer, if required.
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Notwithstanding anything in this Agreement to the contrary, if any Mortgage Loan becomes subject to a Pass-Through Transfer,
the Company (a) with respect to such Mortgage Loan, shall not permit any modification with respect to such Mortgage Loan that would
change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default with respect to such Mortgage Loan or such
default is, in the judgment of the Company, reasonably foreseeable) make or permit any modification, waiver or amendment of any term
of such Mortgage Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or
Treasury regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition
of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions.
Prior to taking any action with respect to the Mortgage Loans subject to a Pass-Through Transfer, which is not contemplated
under the terms of this Agreement, the Company will obtain an Opinion of Counsel acceptable to the trustee in such Pass-Through
Transfer with respect to whether such action could result in the imposition of a tax upon any REMIC (including but not limited to the
tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code)(either such event, an "Adverse REMIC Event"), and the Company shall not take any such actions as to
which it has been advised that an Adverse REMIC Event could occur.
The Company shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC.
The Company shall not enter into any arrangement by which a REMIC will receive a fee or other compensation for services nor permit a
REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permittedinvestments" as defined in Section 860G(a)(5) of the Code.
In servicing and administering the Mortgage Loans, the Company shall employ Accepted Servicing Practices, giving due
consideration to the Purchaser's reliance on the Company. Unless a different time period is stated in this Agreement or the related
Term Sheet, the Purchaser shall be deemed to have given consent in connection with a particular matter if the Purchaser does not
affirmatively grant or deny consent within five (5) Business Days from the date the Purchaser receives a second written request for
consent for such matter from the Company as servicer.
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The Mortgage Loans may be subserviced by a Subservicer on behalf of the Company provided that the Subservicer is an entity
that engages in the business of servicing loans, and in either case shall be authorized to transact business, and licensed to service
mortgage loans, in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, and
in either case shall be a FHLMC or Fannie Mae approved mortgage servicer in good standing, and no event has occurred, including but
not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders
imposed by Fannie Mae or for seller/servicers imposed by Fannie Mae or FHLMC, or which would require notification to Fannie Mae or
FHLMC. In addition, each Subservicer will obtain and preserve its qualifications to do business as a foreign corporation and its
licenses to service mortgage loans, in each jurisdiction in which such qualifications and/or licenses are or shall be necessary to
protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its
duties under the related Subservicing Agreement. The Company may perform any of its servicing responsibilities hereunder or may
cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by the Company of the Subservicer
shall not release the Company from any of its obligations hereunder and the Company shall remain responsible hereunder for all acts
and omissions of the Subservicer as fully as if such acts and omissions were those of the Company. The Company shall pay all fees
and expenses of the Subservicer from its own funds, and the Subservicer's fee shall not exceed the Servicing Fee. The Company shall
notify the Purchaser promptly in writing upon the appointment of any Subservicer.
At the cost and expense of the Company, without any right of reimbursement from the Custodial Account, the Company shall be
entitled to terminate the rights and responsibilities of the Subservicer and arrange for any servicing responsibilities to be
performed by a successor subservicer meeting the requirements in the preceding paragraph; provided, however, that nothing contained
herein shall be deemed to prevent or prohibit the Company, at the Company's option, from electing to service the related Mortgage
Loans itself. In the event that the Company's responsibilities and duties under this Agreement are terminated pursuant to Section
4.03, 4.13, 8.04, 9.01 or 10.01 and if requested to do so by the Purchaser, the Company shall at its own cost and expense terminate
the rights and responsibilities of the Subservicer effective as of the date of termination of the Company. The Company shall pay all
fees, expenses or penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Company's own
funds without reimbursement from the Purchaser.
Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Company and the
Subservicer or any reference herein to actions taken through the Subservicer or otherwise, the Company shall not be relieved of its
obligations to the Purchaser and shall be obligated to the same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans. The Company shall be entitled to enter into an agreement with the Subservicer for
indemnification of the Company by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification. The Company will indemnify and hold the Purchaser harmless from any loss, liability or expense arising out of its
use of a Subservicer to perform any of its servicing duties, responsibilities and obligations hereunder.
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Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer
shall be deemed to be between the Subservicer and the Company alone, and the Purchaser shall have no obligations, duties or
liabilities with respect to the Subservicer including no obligation, duty or liability of the Purchaser to pay the Subservicer's fees
and expenses. For purposes of distributions and advances by the Company pursuant to this Agreement, the Company shall be deemed to
have received a payment on a Mortgage Loan when the Subservicer has received such payment.
Section 4.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the date each Mortgage Loan ceases to be subject to this Agreement, the Company will
proceed diligently to collect all payments due under each Mortgage Loan when the same shall become due and payable and shall, to the
extent such procedures shall be consistent with this Agreement, Accepted Servicing Practices, and the terms and provisions of any
related Primary Mortgage Insurance Policy and Lender Primary Mortgage Insurance Policy, follow such collection procedures as it
follows with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Further, the Company will take
special care in ascertaining and estimating annual escrow payments, and all other charges that, as provided in the Mortgage, will
become due and payable, so that the installments payable by the Mortgagors will be sufficient to pay such charges as and when they
become due and payable.
In no event will the Company waive its right to any prepayment penalty or premium without the prior written consent of the
Purchaser and the Company will use diligent efforts to collect same when due except as otherwise provided in the prepayment penalty
provisions provided in the Mortgage Loan Documents.
Section 4.03 Realization Upon Defaulted Mortgage.The Company shall use its best efforts, consistent with the procedures that the Company would use in servicing loans for its
own account, consistent with Accepted Servicing Practices, any Primary Mortgage Insurance Policies and Lender Primary Mortgage
Insurance Policies and the best interest of the Purchaser, to foreclose upon or otherwise comparably convert the ownership of
properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can
be made for collection of delinquent payments pursuant to Section 4.01. Foreclosure or comparable proceedings shall be initiated
within ninety (90) days of default for Mortgaged Properties for which no satisfactory arrangements can be made for collection of
delinquent payments, subject to state and federal law and regulation. The Company shall use its best efforts to realize upon
defaulted Mortgage Loans in such manner as will maximize the receipt of principal and interest by the Purchaser, taking into account,
among other things, the timing of foreclosure proceedings. The foregoing is subject to the provisions that, in any case in which a
Mortgaged Property shall have suffered damage, the Company shall not be required to expend its own funds toward the restoration of
such property unless it shall determine in its discretion (i) that such restoration will increase the proceeds of liquidation of the
related Mortgage Loan to the Purchaser after reimbursement to itself for such expenses, and (ii) that such expenses will be
recoverable by the Company through Insurance Proceeds or Liquidation Proceeds from the related Mortgaged Property, as contemplated in
Section 4.05. The Company shall obtain prior approval of the Purchaser as to repair or restoration expenses in excess of ten
thousand dollars ($10,000). The Company shall notify the Purchaser in writing of the commencement of foreclosure proceedings and not
less than five (5) days prior to the acceptance or rejection of any offer of reinstatement. The Company shall be responsible for all
costs and expenses incurred by it in any such proceedings or functions; provided, however, that it shall be entitled to reimbursement
thereof from the related property, as contemplated in Section 4.05. Notwithstanding anything to the contrary contained herein, in
connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Company has reasonable cause to
believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Purchaser otherwise requests
an environmental inspection or review of such Mortgaged Property, such an inspection or review is to be conducted by a qualified
inspector at the Purchaser's expense. Upon completion of the inspection, the Company shall promptly provide the Purchaser with a
written report of the environmental inspection. After reviewing the environmental inspection report, the Purchaser shall determine
how the Company shall proceed with respect to the Mortgaged Property.
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Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the
Company as servicer of any Mortgage Loan which becomes ninety (90) days or greater delinquent in payment of a scheduled Monthly
Payment, without payment of any termination fee with respect thereto, provided that the Company shall on the date said termination
takes effect be reimbursed for any unreimbursed Monthly Advances of the Company's funds made pursuant to Section 5.03 and any
unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such delinquent Mortgage
Loan notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the provisions of
Section 11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to such delinquent
Mortgage Loan to the Purchaser or its designee.
In the event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property, such property shall be disposed of by
the Company, with the consent of the Purchaser as required pursuant to this Agreement, before the close of the third taxable year
following the taxable year in which the Mortgage Loan became an REO Property, unless the Company provides to the trustee under such
REMIC an Opinion of Counsel to the effect that the holding of such REO Property subsequent to the close of the third taxable year
following the taxable year in which the Mortgage Loan became an REO Property, will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code, or cause the transaction to fail to qualify as a REMIC at any time
that certificates are outstanding. The Company shall manage, conserve, protect and operate each such REO Property for the
certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such property to fail
to qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E) of the Code, or any "net income from foreclosure
property" which is subject to taxation under the REMIC provisions of the Code. Pursuant to its efforts to sell such property, the
Company shall either itself or through an agent selected by the Company, protect and conserve such property in the same manner and to
such an extent as is customary in the locality where such property is located. Additionally, the Company shall perform the tax
withholding and reporting related to Sections 1445 and 6050J of the Code.
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Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts.The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from
any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts. The Custodial Account shall
be an Eligible Account. Funds shall be deposited in the Custodial Account within twenty-four (24) hours of receipt, and shall at all
times be insured by the FDIC up to the FDIC insurance limits, or must be invested in Permitted Investments for the benefit of the
Purchaser. Funds deposited in the Custodial Account may be drawn on by the Company in accordance with Section 4.05. The creation of
any Custodial Account shall be evidenced by a letter agreement in the form shown in Exhibit B hereto. The original of such letter
agreement shall be furnished to the Purchaser on the Closing Date, and upon the request of any subsequent Purchaser.
The Company shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and
collections received or made by it subsequent to the Cut-off Date, or received by it prior to the Cut-off Date but allocable to a
period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date:
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) any amounts required to be deposited by the Company in connection with any REO Property pursuant to Section 4.13 and
in connection therewith, the Company shall provide the Purchaser with written detail itemizing all of such amounts;
(v) all Insurance Proceeds including amounts required to be deposited pursuant to Sections 4.08, 4.10 and 4.11, other
than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the
Mortgagor in accordance with Accepted Servicing Practices, the Mortgage Loan Documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance
with Accepted Servicing Practices, the loan documents or applicable law;
(vii) any Monthly Advances;
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(viii) with respect to each full or partial Principal Prepayment, any Prepayment Interest Shortfalls, to the extent of the
Company's aggregate Servicing Fee received with respect to the related Prepayment Period;
(ix) any amounts required to be deposited by the Company pursuant to Section 4.10 in connection with the deductible
clause in any blanket hazard insurance policy, such deposit shall be made from the Company's own funds, without reimbursement
therefor; and
(x) any amounts required to be deposited in the Custodial Account pursuant to Section 4.01, 4.13 or 6.02.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the extent
permitted by Section 6.01, need not be deposited by the Company in the Custodial Account. Any interest paid on funds deposited in
the Custodial Account by the depository institution shall accrue to the benefit of the Company and the Company shall be entitled to
retain and withdraw such interest from the Custodial Account pursuant to Section 4.05(iv). The Purchaser shall not be responsible for
any losses suffered with respect to investment of funds in the Custodial Account.
Section 4.05 Permitted Withdrawals From the Custodial Account.The Company may, from time to time, withdraw from the Custodial Account for the following purposes:
(i) to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Company's right to reimburse itself pursuant to this subclause (ii)
being limited to amounts received on the related Mortgage Loan which represent late collections (net of the related Servicing Fees)
of principal and/or interest respecting which any such advance was made, it being understood that, in the case of such reimbursement,
the Company's right thereto shall be prior to the rights of the Purchaser, except that, where the Company is required to repurchase a
Mortgage Loan, pursuant to Section 3.03, the Company's right to such reimbursement shall be subsequent to the payment to the
Purchaser of the Repurchase Price pursuant to such Section and all other amounts required to be paid to the Purchaser with respect to
such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing Fees (or REO administration fees
described in Section 4.13), the Company's right to reimburse itself pursuant to this subclause (iii) with respect to any Mortgage
Loan being limited to related proceeds from Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the
relevant provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement; any recovery shall be made upon liquidation
of the REO Property;
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(iv) to pay to itself as part of its servicing compensation (a) any interest earned on funds in the Custodial Account
(all such interest to be withdrawn monthly not later than each Remittance Date), and (b) the Servicing Fee from that portion of any
payment or recovery as to interest with respect to a particular Mortgage Loan;
(v) to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant to Section 3.03 all amounts
received thereon and not distributed as of the date on which the related Repurchase Price is determined,
(vi) to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;
(vii) to remove funds inadvertently placed in the Custodial Account by the Company;
(vi) to clear and terminate the Custodial Account upon the termination of this Agreement; and
(viii) to reimburse itself for Nonrecoverable Advances to the extent not reimbursed pursuant to clause (ii) or clause (iii).
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.The Company shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow
Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow
Accounts. The Escrow Account shall be an Eligible Account. Funds deposited in each Escrow Account shall at all times be insured in
a manner to provide maximum insurance under the insurance limitations of the FDIC, or must be invested in Permitted Investments.
Funds deposited in the Escrow Account may be drawn on by the Company in accordance with Section 4.07. The creation of any Escrow
Account shall be evidenced by a letter agreement in the form shown in Exhibit C. The original of such letter agreement shall be
furnished to the Purchaser on the Closing Date, and upon request to any subsequent purchaser.
The Company shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any
such items as required under the terms of this Agreement;
(ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property; and
(iii) all Servicing Advances for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.
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The Company shall make withdrawals from the Escrow Account only to effect such payments as are required under this
Agreement, and for such other purposes as shall be as set forth or in accordance with Section 4.07. The Company shall be entitled to
retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds
required by law to be paid to the Mortgagor and, to the extent required by law, the Company shall pay interest on escrowed funds to
the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest paid thereon is insufficient for such
purposes. The Purchaser shall not be responsible for any losses suffered with respect to investment of funds in the Escrow Account.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by the Company only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, Primary Mortgage Insurance Policy
premiums, if applicable, fire and hazard insurance premiums, condominium assessments and comparable items;
(ii) to reimburse the Company for any Servicing Advance made by the Company with respect to a related Mortgage Loan but
only from amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be overages;
(iv) for transfer to the Custodial Account in accordance with the terms of this Agreement;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Company, or to the Mortgagor to the extent required by law, any interest paid on the funds deposited
in the Escrow Account;
(vii) to clear and terminate the Escrow Account on the termination of this Agreement;
(viii) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06; and
(ix) to remove funds inadvertently placed in the Escrow Account by the Company.
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage Insurance Policies;Collections Thereunder.
With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the status of ground rents,
taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of
primary mortgage insurance premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges, including renewal premiums and shall effect payment thereof prior to the applicable penalty or termination
date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been estimated and accumulated by the Company in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage or applicable law. To the extent that the Mortgage does not provide for Escrow Payments, the Company
shall determine that any such payments are made by the Mortgagor at the time they first become due. The Company assumes full
responsibility for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of the
Mortgagor's faithful performance in the payment of same or the making of the Escrow Payments and shall make advances from its own
funds to effect such payments.
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The Company will maintain in full force and effect Primary Mortgage Insurance Policies or Lender Primary Mortgage Insurance
Policies issued by a Qualified Insurer with respect to each Mortgage Loan for which such coverage is herein required. Such coverage
will be terminated only with the approval of the Purchaser, until the LTV of the related Mortgage Loan is reduced to that amount for
which Fannie Mae no longer requires such insurance to be maintained, or as required by applicable law or regulation. The Company will
not cancel or refuse to renew any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy in effect on the
Closing Date that is required to be kept in force under this Agreement unless a replacement Primary Mortgage Insurance Policy or
Lender Primary Mortgage Insurance Policy for such canceled or nonrenewed policy is obtained from and maintained with a Qualified
Insurer. The Company shall not take any action which would result in non-coverage under any applicable Primary Mortgage Insurance
Policy or Lender Primary Mortgage Insurance Policy of any loss which, but for the actions of the Company would have been covered
thereunder. In connection with any assumption or substitution agreement entered into or to be entered into pursuant to Section 6.01,
the Company shall promptly notify the insurer under the related Primary Mortgage Insurance Policy or Lender Primary Mortgage
Insurance Policy, if any, of such assumption or substitution of liability in accordance with the terms of such policy and shall take
all actions which may be required by such insurer as a condition to the continuation of coverage under the Primary Mortgage Insurance
Policy or Lender Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance
Policy is terminated as a result of such assumption or substitution of liability, the Company shall obtain a replacement Primary
Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy as provided above.
In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the insurer under any Private Mortgage Insurance Policy in a timely fashion in accordance with the terms of such
Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy and, in this regard, to take such action as shall be
necessary to permit recovery under any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy respecting a
defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Company under any Primary Mortgage Insurance Policy
or Lender Primary Mortgage Insurance Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section
4.05.
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Section 4.09 Transfer of Accounts.The Company may transfer the Custodial Account or the Escrow Account to a different Eligible Account from time to time.
Such transfer shall be made only upon obtaining the prior written consent of the Purchaser, which consent will not be unreasonably
withheld.
Section 4.10 Maintenance of Hazard Insurance.The Company shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as is
acceptable to Fannie Mae or FHLMC and customary in the area where the Mortgaged Property is located in an amount which is equal to
the greater of (a) the outstanding principal balance of the Mortgage Loan, and (b) an amount such that the proceeds thereof shall be
sufficient to prevent the Mortgagor and/or the mortgagee from becoming a co-insurer. If required by the Flood Disaster Protection
Act of 1973, as amended, each Mortgage Loan shall be covered by a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration in effect with an insurance carrier acceptable to Fannie Mae or FHLMC, in an
amount representing coverage not less than the lesser of (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum
insurable value of the improvements securing such Mortgage Loan or (iii) the maximum amount of insurance which is available under the
Flood Disaster Protection Act of 1973, as amended. If at any time during the term of the Mortgage Loan, the Company determines in
accordance with applicable law and pursuant to the Fannie Mae Guides that a Mortgaged Property is located in a special flood hazard
area and is not covered by flood insurance or is covered in an amount less than the amount required by the Flood Disaster Protection
Act of 1973, as amended, the Company shall notify the related Mortgagor that the Mortgagor must obtain such flood insurance coverage,
and if said Mortgagor fails to obtain the required flood insurance coverage within forty-five (45) days after such notification, the
Company shall immediately force place the required flood insurance on the Mortgagor's behalf. The Company shall also maintain on each
REO Property, fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of
the improvements which are a part of such property, and, to the extent required and available under the Flood Disaster Protection Act
of 1973, as amended, flood insurance in an amount as provided above. Any amounts collected by the Company under any such policies
other than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or REO
Property, or released to the Mortgagor in accordance with Accepted Servicing Practices, shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05. It is understood and agreed that no other additional insurance need be required by
the Company of the Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to this
Agreement, the Fannie Mae Guides or such applicable state or federal laws and regulations as shall at any time be in force and as
shall require such additional insurance. All such policies shall be endorsed with standard mortgagee clauses with loss payable to
the Company and its successors and/or assigns and shall provide for at least thirty (30) days prior written notice of any
cancellation, reduction in the amount or material change in coverage to the Company. The Company shall not interfere with the
Mortgagor's freedom of choice in selecting either his insurance carrier or agent; provided, however, that the Company shall not
accept any such insurance policies from insurance companies unless such companies are Qualified Insurers.
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Section 4.11 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Company shall obtain and maintain a blanket policy issued by a Qualified Insurer insuring against
hazard losses on all of the Mortgage Loans, then, to the extent such policy provides coverage in an amount equal to the amount
required pursuant to Section 4.10 and otherwise complies with all other requirements of Section 4.10, it shall conclusively be deemed
to have satisfied its obligations as set forth in Section 4.10, it being understood and agreed that such policy may contain a
deductible clause, in which case the Company shall, in the event that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy complying with Section 4.10, and there shall have been a loss which would have been covered by such
policy, deposit in the Custodial Account the amount not otherwise payable under the blanket policy because of such deductible
clause. In connection with its activities as servicer of the Mortgage Loans, the Company agrees to prepare and present, on behalf of
the Purchaser, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy. Upon request of
the Purchaser, the Company shall cause to be delivered to the Purchaser a certified true copy of such policy and shall use its best
efforts to obtain a statement from the insurer thereunder that such policy shall in no event be terminated or materially modified
without thirty (30) days' prior written notice to the Purchaser.
Section 4.12 Fidelity Bond, Errors and Omissions Insurance.The Company shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with
broad coverage with responsible companies on all officers, employees or other persons acting in any capacity with regard to the
Mortgage Loan to handle funds, money, documents and papers relating to the Mortgage Loan. The Fidelity Bond shall be in the form of
the Financial Institution Bond Form A and shall protect and insure the Company against losses, including forgery, theft, embezzlement
and fraud of such persons. The errors and omissions insurance shall protect and insure the Company against losses arising out of
errors and omissions and negligent acts of such persons. Such errors and omissions insurance shall also protect and insure the
Company against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and the
release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision
of this Section 4.12 requiring the Fidelity Bond or errors and omissions insurance shall diminish or relieve the Company from its
duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and insurance policy shall be at
least equal to the corresponding amounts required by Fannie Mae in the Fannie Mae Guides. Upon request by the Purchaser, the Company
shall deliver to the Purchaser a certificate from the surety and the insurer as to the existence of the Fidelity Bond and errors and
omissions insurance policy and shall obtain a statement from the surety and the insurer that such Fidelity Bond or insurance policy
shall in no event be terminated or materially modified without thirty (30) days' prior written notice to the Purchaser. The Company
shall notify the Purchaser within five (5) business days of receipt of notice that such Fidelity Bond or insurance policy will be, or
has been, materially modified or terminated. Upon request by the Purchaser, the Company shall provide the Purchaser with an
insurance certificate certifying coverage under this Section 4.12, and will provide an update to such certificate upon request, or
upon renewal or material modification of coverage.
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Section 4.13 Title, Management and Disposition of REO Property.
In the event that title to the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be taken in the name of the Purchaser or its designee, or in the event the Purchaser or its designee is not
authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected
under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name
of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Company from an attorney duly licensed to
practice law in the state where the REO Property is located. Any Person or Persons holding such title other than the Purchaser shall
acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser.
The Company shall notify the Purchaser in accordance with the Fannie Mae Guides of each acquisition of REO Property upon
such acquisition (and, in any event, shall provide notice of the consummation of any foreclosure sale within three (3) Business Days
of the date the Company receives notice of such consummation), together with a copy of the drive by appraisal or brokers price
opinion of the Mortgaged Property obtained in connection with such acquisition, and thereafter assume the responsibility for
marketing such REO property in accordance with Accepted Servicing Practices. Thereafter, the Company shall continue to provide
certain administrative services to the Purchaser relating to such REO Property as set forth in this Section 4.13. No Servicing Fee
shall be assessed or otherwise accrue on any REO Property from and after the date on which it becomes an REO Property.
The Company shall, either itself or through an agent selected by the Company, and in accordance with the Fannie Mae Guides
manage, conserve, protect and operate each REO Property in the same manner that it manages, conserves, protects and operates other
foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is
managed. The Company shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause
each REO Property to be inspected at least monthly thereafter or more frequently as required by the circumstances. The Company shall
make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and copies
thereof shall be forwarded by the Company to the Purchaser.
The Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property
in any event within three (3) years after title has been taken to such REO Property. No REO Property shall be marketed for less than
the Appraised Value, without the prior consent of the Purchaser. No REO Property shall be sold for less than ninety-five percent
(95%) of its Appraised Value, without the prior consent of Purchaser. All requests for reimbursement of Servicing Advances shall be
in accordance with the Fannie Mae Guides. The disposition of REO Property shall be carried out by the Company at such price, and
upon such terms and conditions, as the Company deems to be in the best interests of the Purchaser (subject to the above conditions)
only with the prior written consent of the Purchaser. The Company shall provide monthly reports to the Purchaser in reference to the
status of the marketing of the REO Properties.
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Notwithstanding anything to the contrary contained herein, the Purchaser may, at the Purchaser's sole option, terminate the
Company as servicer of any such REO Property without payment of any termination fee with respect thereto; provided that the Company
shall on the date said termination takes effect be reimbursed for any unreimbursed advances of the Company's funds made pursuant to
Section 5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case relating to the Mortgage Loan underlying such
REO Property notwithstanding anything to the contrary set forth in Section 4.05. In the event of any such termination, the
provisions of Section 11.01 hereof shall apply to said termination and the transfer of servicing responsibilities with respect to
such REO Property to the Purchaser or its designee. Within five (5) Business Days of any such termination, the Company shall, if
necessary convey such property to the Purchaser and shall further provide the Purchaser with the following information regarding the
subject REO Property: the related drive by appraisal or brokers price opinion, and copies of any related Mortgage Impairment
Insurance Policy claims. In addition, within five (5) Business Days, the Company shall provide the Purchaser with the following
information and documents regarding the subject REO Property: the related trustee's deed upon sale and copies of any related hazard
insurance claims, or repair bids.
Section 4.14 Notification of Maturity Date.
With respect to each Mortgage Loan, the Company shall execute and deliver to the Mortgagor any and all necessary notices
required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the maturity date if required under
applicable law.
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ARTICLE V
PAYMENTS TO THE PURCHASER
Section 5.01 Distributions.
On each Remittance Date, the Company shall distribute by wire transfer of immediately available funds to the Purchaser (i)
all amounts credited to the Custodial Account as of the close of business on the preceding Determination Date, net of charges against
or withdrawals from the Custodial Account pursuant to Section 4.05, plus (ii) all Monthly Advances, if any, which the Company is
obligated to distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage Loan Remittance Rate on any Principal
Prepayment from the date of such Principal Prepayment through the end of the month for which disbursement is made provided that the
Company's obligation as to payment of such interest shall be limited to the Servicing Fee earned during the month of the
distribution, minus (iv) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the
preceding Determination Date, which amounts shall be remitted on the Remittance Date next succeeding the Due Period for such
amounts. It is understood that, by operation of Section 4.04, the remittance on the First Remittance Date with respect to Mortgage
Loans purchased pursuant to the related Term Sheet is to include principal collected after the Cut-off Date through the preceding
Determination Date plus interest, adjusted to the Mortgage Loan Remittance Rate collected through such Determination Date exclusive
of any portion thereof allocable to the period prior to the Cut-off Date, with the adjustments specified in clauses (ii), (iii) and
(iv) above.
With respect to any remittance received by the Purchaser after the Remittance Date, the Company shall pay to the Purchaser
interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each change, plus three (3)
percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall cover the period
commencing with the day following the Business Day such payment was due and ending with the Business Day on which such payment is
made to the Purchaser, both inclusive. The payment by the Company of any such interest shall not be deemed an extension of time for
payment or a waiver of any Event of Default by the Company. On each Remittance Date, the Company shall provide a remittance report
detailing all amounts being remitted pursuant to this Section 5.01.
Section 5.02 Statements to the Purchaser.The Company shall furnish to the Purchaser an individual loan accounting report, as of the last Business Day of each month,
in the Company's assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With
respect to each month, the corresponding individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on a disk or tape or other computer-readable format in such format as may be mutually agreed upon
by both the Purchaser and the Company, and no later than the fifth Business Day of the following month in hard copy, and shall
contain the following:
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(i) With respect to each Monthly Payment, the amount of such remittance allocable to principal (including a separate
breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or premiums, along with a
detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Monthly Payment, the amount of such remittance allocable to interest;
(iii) the amount of servicing compensation received by the Company during the prior distribution period;
(iv) the aggregate Stated Principal Balance of the Mortgage Loans;
(v) the aggregate of any expenses reimbursed to the Company during the prior distribution period pursuant to Section 4.05;
and
(vi) The number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent (1) 30 to 59 days, (2) 60 to
89 days, (3) 90 days or more; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been acquired.
The Company shall also provide a trial balance, sorted in the Purchaser's assigned loan number order, in the form of Exhibit
E hereto, with each such Report.
The Company shall prepare and file any and all information statements or other filings required to be delivered to any
governmental taxing authority or to the Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the
transactions contemplated hereby. In addition, the Company shall provide the Purchaser with such information concerning the Mortgage
Loans as is necessary for the Purchaser to prepare its federal income tax return as the Purchaser may reasonably request from time to
time.
In addition, not more than ninety (90) days after the end of each calendar year, the Company shall furnish to each Person
who was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable
federal income tax law as to the aggregate of remittances for the applicable portion of such year.
Section 5.03 Monthly Advances by the Company.
Not later than the close of business on the Business Day preceding each Remittance Date, the Company shall deposit in the
Custodial Account an amount equal to all payments not previously advanced by the Company, whether or not deferred pursuant to Section
4.01, of principal (due after the Cut-off Date) and interest not allocable to the period prior to the Cut-off Date, adjusted to the
Mortgage Loan Remittance Rate, which were due on a Mortgage Loan and delinquent at the close of business on the related Determination
Date.
The Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue through the last Monthly
Payment due prior to the payment in full of the Mortgage Loan, or through the Remittance Date prior to the date on which the
Mortgaged Property liquidates (including Insurance Proceeds, proceeds from the sale of REO Property or Condemnation Proceeds) with
respect to the Mortgage Loan unless the Company deems such advance to be a Nonrecoverable Advance. In such event, the Company shall
deliver to the Purchaser an Officer's Certificate of the Company to the effect that an officer of the Company has reviewed the
related Mortgage File and has made the reasonable determination that any additional advances are nonrecoverable.
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Section 5.04 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser pursuant to a deed-in-lieu
of foreclosure, the Company shall submit to the Purchaser a liquidation report with respect to such Mortgaged Property in a form
mutually acceptable to the Company and the Purchaser. The Company shall also provide reports on the status of REO Property
containing such information as the Purchaser may reasonably require.
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ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Assumption Agreements.The Company will, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of the
Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain
liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any
"due-on-sale" clause to the extent permitted by law; provided, however, that the Company shall not exercise any such rights if
prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such rights would impair or threaten to
impair any recovery under the related Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy, if any. If the
Company reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, the Company, will enter into an
assumption agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to
which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains
liable thereon. Where an assumption is allowed pursuant to this Section 6.01, the Company, with the prior consent of the Purchaser
and the primary mortgage insurer, if any, is authorized to enter into a substitution of liability agreement with the person to whom
the Mortgaged Property has been conveyed or is proposed to be conveyed pursuant to which the original mortgagor is released from
liability and such Person is substituted as mortgagor and becomes liable under the related Mortgage Note. Any such substitution of
liability agreement shall be in lieu of an assumption agreement.
In connection with any such assumption or substitution of liability, the Company shall follow the underwriting practices and
procedures of the Company. With respect to an assumption or substitution of liability, the Mortgage Interest Rate borne by the
related Mortgage Note, the amount of the Monthly Payment and the maturity date may not be changed (except pursuant to the terms of
the Mortgage Note). If the credit of the proposed transferee does not meet such underwriting criteria, the Company diligently shall,
to the extent permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan.
The Company shall notify the Purchaser that any such substitution of liability or assumption agreement has been completed by
forwarding to the Purchaser the original of any such substitution of liability or assumption agreement, which document shall be added
to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof. All fees collected by the Company for entering into an assumption or
substitution of liability agreement shall belong to the Company.
Notwithstanding the foregoing paragraphs of this Section or any other provision of this Agreement, the Company shall not be
deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or any assumption which the Company may be restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 6.01, the term "assumption" is deemed to also include a sale of the Mortgaged Property subject to the
Mortgage that is not accompanied by an assumption or substitution of liability agreement.
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Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Company will immediately notify the Purchaser by a certification, which
certification shall include a statement to the effect that all amounts received or to be received in connection with such payment
which are required to be deposited in the Custodial Account pursuant to Section 4.04 have been or will be so deposited, of a
Servicing Officer and shall request execution of any document necessary to satisfy the Mortgage Loan and delivery to it of the
portion of the Mortgage File held by the Purchaser or its designee. The Purchaser shall no later than five (5) Business Days after
receipt of such certification and request, release or cause to be released to the Company, the related Mortgage Loan Documents and,
upon its receipt of such documents, the Company shall promptly prepare and deliver to the Purchaser the requisite satisfaction or
release. No later than five (5) Business Days following its receipt of such satisfaction or release, the Purchaser shall deliver, or
cause to be delivered, to the Company the release or satisfaction properly executed by the owner of record of the applicable mortgage
or its duly appointed attorney in fact. No expense incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Custodial Account.
In the event the Company satisfies or releases a Mortgage without having obtained payment in full of the indebtedness
secured by the Mortgage or should it otherwise prejudice any right the Purchaser may have under the mortgage instruments, the
Company, upon written demand, shall remit within two (2) Business Days to the Purchaser the then outstanding principal balance of the
related Mortgage Loan by deposit thereof in the Custodial Account. The Company shall maintain the Fidelity Bond and errors and
omissions insurance insuring the Company against any loss it may sustain with respect to any Mortgage Loan not satisfied in
accordance with the procedures set forth herein.
From time to time and as appropriate for the servicing or foreclosure of the Mortgage Loan, including for the purpose of
collection under any Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy, the Purchaser shall, upon request
of the Company and delivery to the Purchaser of a servicing receipt signed by a Servicing Officer, release the portion of the
Mortgage File held by the Purchaser to the Company. Such servicing receipt shall obligate the Company to return the related Mortgage
documents to the Purchaser when the need therefor by the Company no longer exists, unless the Mortgage Loan has been liquidated and
the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or the Mortgage File or such
document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Company has delivered to the Purchaser a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. Upon
receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was liquidated, the servicing receipt shall be
released by the Purchaser to the Company.
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Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Company shall be entitled to withdraw from the Custodial Account (to the
extent of interest payments collected on the Mortgage Loans) or to retain from interest payments collected on the Mortgage Loans, the
amounts provided for as the Company's Servicing Fee, subject to payment of compensating interest on Principal Prepayments as capped
by the Servicing Fee pursuant to Section 5.01(iii). Additional servicing compensation in the form of assumption fees, as provided in
Section 6.01, and late payment charges or otherwise shall be retained by the Company to the extent not required to be deposited in
the Custodial Account. The Company shall be required to pay all expenses incurred by it in connection with its servicing activities
hereunder and shall not be entitled to reimbursement therefor except as specifically provided for.
Section 6.04 [Reserved]
Section 6.05 [Reserved]
Section 6.06 Purchaser's Right to Examine the Company Records.
The Purchaser shall have the right to examine and audit upon reasonable notice to the Company, during business hours or at
such other times as might be reasonable under applicable circumstances, any and all of the books, records, documentation or other
information of the Company, or held by another for the Company or on its behalf or otherwise, which relates to the performance or
observance by the Company of the terms, covenants or conditions of this Agreement.
The Company shall provide to the Purchaser and any supervisory agents or examiners representing a state or federal
governmental agency having jurisdiction over the Purchaser, including but not limited to OTS, FDIC and other similar entities, access
to any documentation regarding the Mortgage Loans in the possession of the Company which may be required by any applicable
regulations. Such access shall be afforded without charge, upon reasonable request, during normal business hours and at the offices
of the Company, and in accordance with the FDIC, OTS, or any other similar federal or state regulations, as applicable.
ARTICLE VII
REPORTS TO BE PREPARED BY SERVICER
Section 7.01 Company Shall Provide Information as Reasonably Required.The Company shall furnish to the Purchaser during the term of this Agreement, such periodic, special or other reports,
information or documentation, whether or not provided for herein, as shall be necessary, reasonable or appropriate in respect to the
Purchaser, or otherwise in respect to the Mortgage Loans and the performance of the Company under this Agreement, including any
reports, information or documentation reasonably required to comply with any regulations regarding any supervisory agents or
examiners of the Purchaser all such reports or information to be as provided by and in accordance with such applicable instructions
and directions as the Purchaser may reasonably request in relation to this Agreement or the performance of the Company under this
Agreement. The Company agrees to execute and deliver all such instruments and take all such action as the Purchaser, from time to
time, may reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.
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In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective purchaser audited
financial statements of the Company for the most recently completed two (2) fiscal years for which such statements are available, as
well as a Consolidated Statement of Condition at the end of the last two (2) fiscal years covered by any Consolidated Statement of
Operations. If it has not already done so, the Company shall furnish promptly to the Purchaser or a prospective purchaser copies of
the statements specified above if reasonably requested.
The Company shall make reasonably available to the Purchaser or any prospective Purchaser a knowledgeable financial or
accounting officer for the purpose of answering questions and to permit any prospective purchaser to inspect the Company's servicing
facilities for the purpose of satisfying such prospective purchaser that the Company has the ability to service the Mortgage Loans as
provided in this Agreement.
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ARTICLE VIIITHE SERVICERSection 8.01 Indemnification; Third Party Claims.The Company agrees to indemnify the Purchaser and hold it harmless against any and all claims, losses, damages,
penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may
sustain in any way related to the failure of the Company to observe and perform its duties, obligations, covenants, and agreements to
service the Mortgage Loans in strict compliance with the terms of this Agreement, including, but not limited to, the loss, damage, or
misplacement of any documentation delivered to the Company pursuant to Section 2.07 and the Company's failure to perform the
obligations set forth in Section 11.10. The Company agrees to indemnify the Purchaser and hold it harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and
expenses that the Purchaser may sustain in any way from any claim, demand, defense or assertion based on or grounded upon, or
resulting from any assertion based on, grounded upon or resulting from a breach or alleged breach of any of the representation or
warranty set forth in Sections 3.01 or 3.02 of this Agreement. The Company shall immediately notify the Purchaser if a claim covered
by the indemnification herein is made by a third party against the Company with respect to this Agreement or the Mortgage Loans,
assume (with the consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including
counsel fees, whether or not such claim is settled prior to judgment, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or the Purchaser in respect of such claim. The Company shall follow any written instructions
received from the Purchaser in connection with such claim. The Purchaser shall promptly reimburse the Company for all amounts
advanced by it pursuant to the two preceding sentences except when the claim relates to the failure of the Company to service and
administer the Mortgages in strict compliance with the terms of this Agreement, the breach of representation or warranty set forth in
Sections 3.01 or 3.02, or the negligence, bad faith or willful misconduct of the Company. The provisions of this Section 8.01 shall
survive termination of this Agreement.
Section 8.02 Merger or Consolidation of the Company.The Company will keep in full effect its existence, rights and franchises under the laws of the jurisdiction of organization
except as permitted herein, and will obtain and preserve its qualification to do business in each other jurisdiction in which such
qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and
to perform its duties under this Agreement.
Any Person into which the Company may be merged or consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any Person succeeding to the business of the Company whether or not related
to loan servicing, shall be the successor of the Company hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or
surviving Person shall be an institution (i) having a GAAP net worth of not less than $25,000,000, (ii) the deposits of which are
insured by the FDIC, SAIF and/or BIF, and which is a HUD-approved mortgagee whose primary business is in origination and servicing of
first lien mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved seller/servicer in good standing.
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Section 8.03 Limitation on Liability of the Company and Others.
Neither the Company nor any of the officers, employees or agents of the Company shall be under any liability to the
Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment made in good faith; provided, however, that this provision shall not protect the Company or any such person
against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any
standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of negligence, bad faith or
willful misconduct, or any breach of the terms and conditions of this Agreement. The Company and any officer, employee or agent of
the Company may rely in good faith on any document of any kind prima facie properly executed and submitted by the Purchaser
respecting any matters arising hereunder. The Company shall not be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its
reasonable opinion may involve it in any expenses or liability; provided, however, that the Company may, with the consent of the
Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties
of the parties hereto. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities for which the Purchaser will be liable, and the Company shall be entitled to be reimbursed
therefor from the Purchaser upon written demand.
Section 8.04 Company Not to Assign or Resign.The Company shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual
consent of the Company and the Purchaser or upon the determination that its servicing duties hereunder are no longer permissible
under applicable law and such incapacity cannot be cured by the Company. Any such determination permitting the resignation of the
Company shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser. No such resignation shall become
effective until a successor shall have assumed the Company's responsibilities and obligations hereunder in the manner provided in
Section 11.01.
Section 8.05 No Transfer of Servicing.
With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the
Purchaser has acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel,
records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting
the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights
or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets,
without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion,
unless the Company meets the requirements of the last sentence of Section 8.02 herein after any such disposition.
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Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this
Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying
the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to
terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other
than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.
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ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
In case one or more of the following Events of Default by the Company shall occur and be continuing, that is to say:
(i) any failure by the Company to remit to the Purchaser any payment required to be made under the terms of this Agreement
which continues unremedied for a period of one (1) Business Day after receipt of written notice to the Company; or
(ii) failure on the part of the Company duly to observe or perform in any material respect any other of the covenants or
agreements on the part of the Company set forth in this Agreement which continues unremedied for a period of thirty (30) days after
the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company by the
Purchaser; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a
conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Company and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or
(iv) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy,
readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Company or of or relating to
all or substantially all of its property; or
(v) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(vi) the Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than
thirty (30) days; or
(vii) the Company attempts to assign its right to servicing compensation hereunder or the Company attempts, without the
consent of the Purchaser, to sell or otherwise dispose of all or substantially all of its property or assets (except as expressly
permitted hereunder) or to assign this Agreement or the servicing responsibilities hereunder (except as expressly permitted
hereunder) or to delegate its duties hereunder or any portion thereof; or
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(viii) the Company ceases to be (a) licensed to service first lien residential mortgage loans in any jurisdiction in which
a Mortgaged Property is located and such licensing is required, and (b) qualified to transact business in any jurisdiction where it
is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Company's ability to
perform its obligations hereunder; or
(ix) the Company fails to meet the eligibility criteria set forth in the last sentence of Section 8.02.
Then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice
in writing to the Company (except in the case of an Event of Default under clauses (iii), (iv) or (v) above, in which case,
automatically and without notice) the Company may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01
and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of
the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the
same. On or after the receipt by the Company of such written notice (or, in the case of an Event of Default under clauses (iii),
(iv) or (v) above, in which case, automatically and without notice), all authority and power of the Company under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section
11.01. Upon written request from the Purchaser, the Company shall prepare, execute and deliver, any and all documents and other
instruments, place in such successor's possession all Mortgage Files, and do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise, at the Company's sole expense. The Company agrees to cooperate with the
Purchaser and such successor in effecting the termination of the Company's responsibilities and rights hereunder, including, without
limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the
Company to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO Property.
Section 9.02 Waiver of Defaults.
The Purchaser may waive only by written notice any default by the Company in the performance of its obligations hereunder
and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent
or other default or impair any right consequent thereon except to the extent expressly so waived in writing.
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ARTICLE XTERMINATIONSection 10.01 Termination.
The respective obligations and responsibilities of the Company shall terminate upon: (i) the later of the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage Loan and the disposition of all remaining REO Property
and the remittance of all funds due hereunder; or (ii) by mutual consent of the Company and the Purchaser in writing; or (iii)
termination with cause under the terms of this Agreement.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Successor to the Company.
Prior to termination of the Company's responsibilities and duties under this Agreement pursuant to Sections 4.03, 4.13,
8.04, 9.01, 10.01 (ii) or (iii), the Purchaser shall (i) succeed to and assume all of the Company's responsibilities, rights, duties
and obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 8.02 hereof and
which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement
prior to the termination of the Company's responsibilities, duties and liabilities under this Agreement. In connection with such
appointment and assumption, the Purchaser may make such arrangements for the compensation of such successor out of payments on
Mortgage Loans as the Purchaser and such successor shall agree. In the event that the Company's duties, responsibilities and
liabilities under this Agreement should be terminated pursuant to the aforementioned Sections, the Company shall discharge such
duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date
thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no
action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of
the Company pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this
Section and shall in no event relieve the Company of the representations and warranties made pursuant to Sections 3.01 and 3.02 and
the remedies available to the Purchaser under Sections 3.03 and 8.01, it being understood and agreed that the provisions of such
Sections 3.01, 3.02, 3.03 and 8.01 shall be applicable to the Company notwithstanding any such resignation or termination of the
Company, or the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Purchaser an
instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement.
Any termination or resignation of the Company or termination of this Agreement pursuant to Section 4.03, 4.13, 8.04, 9.01 or 10.01
shall not affect any claims that the Purchaser may have against the Company arising prior to any such termination or resignation.
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The Company shall promptly deliver to the successor the funds in the Custodial Account and the Escrow Account and the
Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds. The Company
shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely
vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. The
successor shall make arrangements as it may deem appropriate to reimburse the Company for Nonrecoverable Advances which the successor
retains hereunder and which would otherwise have been recovered by the Company pursuant to this Agreement but for the appointment of
the successor servicer.
Upon a successor's acceptance of appointment as such, the party who obtained such successor shall notify by mail the other
party of such appointment.
Section 11.02 Amendment.
This Agreement may be amended from time to time by the Company and the Purchaser by written agreement signed by the Company
and the Purchaser.
Section 11.03 [Reserved]
Section 11.04 Governing Law.
This Agreement and the related Term Sheet shall be governed by and construed in accordance with the laws of the State of New
York except to the extent preempted by Federal law. The obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
Section 11.05 Notices.
Any demands, notices or other communications permitted or required hereunder shall be in writing and shall be deemed
conclusively to have been given if personally delivered at or mailed by registered mail, postage prepaid, and return receipt
requested or certified mail, return receipt requested, or transmitted by telex, telegraph or telecopier and confirmed by a similar
mailed writing, as follows:
(i) if to the Company:
Mid America Bank, fsb
2650 Warrenville Road, Suite 500
Downers Grove, Illinois60515
Attention: Theresa Mann
Fax: (630) 799-7964
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and with respect to notices relating to servicing matters:
Mid America Bank, fsb
2650 Warrenville Road, Suite 500
Downers Grove, Illinois60515
Attention: Ann Ryan
Fax: (630) 799-7964
(ii) if to the Purchaser:
EMC Mortgage Corporation
Mac Arthur Ridge II,
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ms. Ralene Ruyle
Telecopier No.: (972) 444-2810
With a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York10179
Attention: Steven Trombetta
or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice or communication
hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced,
in the case of registered or certified mail, by the date noted on the return receipt).
Section 11.06 Severability of Provisions.
Any part, provision, representation or warranty of this Agreement and the related Term Sheet which is prohibited or which is
held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable
or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To
the extent permitted by applicable law, the parties hereto waive any provision of law that prohibits or renders void or unenforceable
any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party
of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good faith, to develop a
structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such
invalidity.
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Section 11.07 Exhibits.
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.
Section 11.08 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as
well as the singular, and the use of any gender herein shall be deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles;
(iii) references herein to "Articles", "Sections", Subsections", "Paragraphs", and other subdivisions without reference to
a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in
the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
(v) the words "herein", "hereof ", "hereunder" and other words of similar import refer to this Agreement as a whole and
not to any particular provision;
(vi) the term "include" or "including" shall mean without limitation by reason of enumeration; and
(viii) headings of the Articles and Sections in this Agreement are for reference purposes only and shall not be deemed to
have any substantive effect.
Section 11.09 Reproduction of Documents.
This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and modifications
which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial statements, certificates
and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence.
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Section 11.10 Confidentiality of Information.
Each party recognizes that, in connection with this Agreement, it may become privy to non-public information regarding the
financial condition, operations and prospects of the other party. Each party agrees to keep all non-public information regarding the
other party strictly confidential, and to use all such information solely in order to effectuate the purpose of the Agreement;
provided that each party may provide confidential information to its employees, agents and affiliates who have a need to know such
information in order to effectuate the transaction. In addition, confidential information may be provided to a regulatory authority
with supervisory power over the Purchaser, provided such information is identified as confidential non-public information.
The Company agrees that the Company (i) shall comply with any applicable laws and regulations regarding the privacy and
security of Consumer Information including, but not limited to the Gramm-Leach-Bliley Act, Title V, Subtitle A, 15 U.S.C. § 6801 et
seq., (ii) shall not use Consumer Information in any manner inconsistent with any applicable laws and regulations regarding the
privacy and security of Consumer Information, (iii) shall not disclose Consumer Information to third parties except at the specific
written direction of the Purchaser, (iv) shall maintain adequate physical, technical and administrative safeguards to protect
Consumer Information from unauthorized access as provided by the applicable laws and regulations, and (v) shall immediately notify
the Purchaser of any actual or suspected breach of the confidentiality of Consumer Information that would have a material and adverse
effect on the Purchaser.
Section 11.11 Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, each of the Assignments is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable jurisdictions in which any or all of the Mortgaged
Properties are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by and at
the Company's expense in the event recordation is either necessary under applicable law or requested by the Purchaser at its sole
option.
Section 11.12 Assignment.
The Purchaser shall have the right, without the consent of the Company, to assign, in whole or in part, its interest under this
Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser
hereunder, by executing a Purchase, Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D
hereto and the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such
Mortgage Loans. In no event shall the Purchaser sell a partial interest in any Mortgage Loan without the written consent of the
Company, which consent shall not be unreasonably denied. All references to the Purchaser in this Agreement shall be deemed to
include its assignee or designee. The Company shall have the right, only with the consent of the Purchaser or otherwise in
accordance with this Agreement, to assign, in whole or in part, its interest under this Agreement with respect to some or all of
the Mortgage Loans.
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Section 11.13 No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto
and the services of the Company shall be rendered as an independent contractor and not as agent for the Purchaser.
Section 11.14 Signature Pages/Counterparts; Successors and Assigns.
This Agreement and/or any Term Sheet shall be executed by each party (i) in one or more fully executed copies, each of which
shall constitute a fully executed original Agreement, and/or (ii) in counterparts having one or more original signatures, and all
such counterparts containing the original signatures of all of the parties hereto taken together shall constitute a fully executed
original Agreement or Term Sheet, as applicable, and/or (iii) by delivery of one or more original signed signature pages to the other
parties hereto (x) by mail or courier, and/or (y) by electronic transmission, including without limitation by telecopier, facsimile
or email of a scanned image ("Electronic Transmission"), each of which as received shall constitute for all purposes an executed
original signature page of such party. The Purchaser may deliver a copy of this Agreement and/or any Term Sheet, fully executed as
provided herein, to each other party hereto by mail and/or courier and/or Electronic Transmission, and such copy as so delivered
shall constitute a fully executed original Agreement or Term Sheet, as applicable, superseding any prior form of the Agreement or
Term Sheet, as applicable, that differs therefrom in any respect. This Agreement shall inure to the benefit of and be binding upon
the Company and the Purchaser and their respective successor and assigns.
Section 11.15 Entire Agreement.The Company acknowledges that no representations, agreements or promises were made to the Company by the Purchaser or any of
its employees other than those representations, agreements or promises specifically contained herein and in the Confirmation. The
Confirmation and this Agreement and the related Term Sheet sets forth the entire understanding between the parties hereto; provided,
however, only this Agreement and the related Term Sheet shall be binding upon all successors of both parties. In the event of any
inconsistency between the Confirmation and this Agreement, this Agreement and the related Term Sheet shall control.
Section 11.16. No Solicitation.
From and after the Closing Date, the Company agrees that it will not take any action or permit or cause any action to be
taken by any of its agents or affiliates, to personally, by telephone or mail, solicit the Mortgagor under any Mortgage Loan to
refinance the Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. Notwithstanding the foregoing,
it is understood and agreed that (i) promotions undertaken by the Company or any affiliate of the Company which are directed to the
general public at large, or segments thereof, provided that no segment shall consist primarily of the Mortgage Loans, including,
without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements and
(ii) responses to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor, shall not constitute solicitation
under this Section 11.16. This Section 11.16 shall not be deemed to preclude the Company or any of its affiliates from soliciting
any Mortgagor for any other financial products or services. The Company shall use its best efforts to prevent the sale of the name
of any Mortgagor to any Person who is not affiliate of the Company.
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Section 11.17. Closing.
The closing for the purchase and sale of the Mortgage Loans shall take place on the related Closing Date. The closing shall
be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the
parties shall agree.
The closing for the Mortgage Loans to be purchased on the related Closing Date shall be subject to each of the following
conditions:
(a) at least one (1) Business Day prior to the related Closing Date, the Company shall deliver to the Purchaser a
magnetic diskette, or transmit by modem, a listing on a loan-level basis of the information contained in the related Mortgage Loan
Schedule attached to the related Term Sheet;
(b) all of the representations and warranties of the Company under this Agreement shall be materially true and correct
as of the related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a
material default under this Agreement;
(c) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all documents
required pursuant to this Agreement, the related Term Sheet and an Officer Certificate (on or prior to the initial Closing Date
only), all in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the
Purchaser as required pursuant to the terms hereof; and
(d) all other terms and conditions of this Agreement, the related Term Sheet and the Confirmation shall have been
materially complied with.
Subject to the foregoing conditions, the Purchaser shall pay to the Company on the related Closing Date the Purchase Price,
plus accrued interest pursuant to Section 2.02 of this Agreement, by wire transfer of immediately available funds to the account
designated by the Company.
Section 11.18. [Reserved]
Section 11.19. Monthly Reporting with Respect to a Reconstitution.
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As long as the Company continues to service Mortgage Loans, the Company agrees that with respect to any Mortgage Loan sold
or transferred pursuant to a Reconstitution as described in Section 11.18 of this Agreement (a "Reconstituted Mortgage Loan"), the
Company, at its expense, shall provide the Purchaser with the information set forth in Exhibit E attached hereto for each
Reconstituted Mortgage Loan in Excel or such electronic delimited file format as may be mutually agreed upon by both the Purchaser
and the Company. Such information shall be provided monthly for all Reconstituted Mortgage Loans on the fifth (5th) Business Day of
each month for the immediately preceding monthly period, and shall be transmitted to fast.data@bear.com.
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IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION
Purchaser
By:________________________
Name:
Title:
MID AMERICA BANK, FSB
Company
By: _______________________
Name:
Title:
EXHIBIT A
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available
for inspection by the Purchaser, and which shall be retained by the Company in the Servicing File or delivered to the Purchaser or
its designee pursuant to Sections 2.04 and 2.05 of the Purchase, Warranties and Servicing Agreement.
1. The original Mortgage Note endorsed "Pay to the order of _______________________, without recourse," and signed via
original signature in the name of the Company by an authorized officer, with all intervening endorsements showing a complete chain of
title from the originator to the Company, together with any applicable riders. In no event may an endorsement be a facsimile
endorsement. If the Mortgage Loan was acquired by the Company in a merger, the endorsement must be by "[Company], successor by
merger to the [name of predecessor]". If the Mortgage Loan was acquired or originated by the Company while doing business under
another name, the endorsement must be by "[Company] formerly known as [previous name]". Mortgage Notes may be in the form of a lost
note affidavit subject to the Purchaser acceptability.
2. The original Mortgage (together with a standard adjustable rate mortgage rider) with evidence of recording thereon, or a
copy thereof certified by the public recording office in which such mortgage has been recorded or, if the original Mortgage has not
been returned from the applicable public recording office, a true certified copy, certified by the Company.
3. The original or certified copy, certified by the Company, of the Primary Mortgage Insurance Policy, if required.
4. The original Assignment, from the Company to _______________________________, or in accordance with the Purchaser's
instructions, which assignment shall, but for any blanks requested by the Purchaser, be in form and substance acceptable for
recording. If the Mortgage Loan was acquired or originated by the Company while doing business under another name, the Assignment
must be by "[Company] formerly known as [previous name]". If the Mortgage Loan was acquired by the Company in a merger, the
endorsement must be by "[Company], successor by merger to the [name of predecessor]". None of the Assignments are blanket
assignments of mortgage.
5. The original policy of title insurance, including riders and endorsements thereto, or if the policy has not yet been
issued, a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company.
6. Originals of all recorded intervening Assignments, or copies thereof, certified by the public recording office in which
such Assignments have been recorded showing a complete chain
of title from the originator to the Company, with evidence of recording thereon, or a copy thereof certified by the public recording
office in which such Assignment has been recorded or, if the original Assignment has not been returned from the applicable public
recording office, a true certified copy, certified by the Company.
7. Originals, or copies thereof certified by the public recording office in which such documents have been recorded, of
each assumption, extension, modification, written assurance or substitution agreements, if applicable, or if the original of such
document has not been returned from the applicable public recording office, a true certified copy, certified by the Company.
8. If the Mortgage Note or Mortgage or any other material document or instrument relating to the Mortgage Loan has been
signed by a person on behalf of the Mortgagor, the original or copy of power of attorney or other instrument that authorized and
empowered such person to sign bearing evidence that such instrument has been recorded, if so required in the appropriate jurisdiction
where the Mortgaged Property is located, or a copy thereof certified by the public recording office in which such instrument has been
recorded or, if the original instrument has not been returned from the applicable public recording office, a true certified copy,
certified by the Company.
9. Reserved.
10. Mortgage Loan closing statement (Form HUD-1) and any other truth-in-lending or real estate settlement procedure forms
required by law.
11. Residential loan application.
12. Uniform underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable equivalent.
13. Credit report on the mortgagor.
14. Business credit report, if applicable.
15. Residential appraisal report and attachments thereto.
16. The original of any guarantee executed in connection with the Mortgage Note.
17. Verification of employment and income except for Mortgage Loans originated under a limited documentation program, all
in accordance with Company's underwriting guidelines.
18. Verification of acceptable evidence of source and amount of down payment, in accordance with the Company's underwriting
guidelines.
19. Photograph of the Mortgaged Property (may be part of appraisal).
20. Survey of the Mortgaged Property, if any.
21. Sales contract, if applicable.
22. If available, termite report, structural engineer's report, water portability and septic certification.
23. Any original security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.
24. Name affidavit, if applicable.
Notwithstanding anything to the contrary herein, the Company may provide one certificate for all of the Mortgage Loans
indicating that the documents were delivered for recording.
EXHIBIT B
CUSTODIAL ACCOUNT LETTER AGREEMENT
______________, 2005
To: [_______________________]
(the "Depository")
As "Company" under the Purchase, Warranties and Servicing Agreement, dated as of [_____________________] 1, 200[_] (the
"Agreement"), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the
Agreement, to be designated as "[______________________________________], in trust for the [Purchaser], Owner of Mortgage Loans".
All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This letter is submitted to you
in duplicate. Please execute and return one original to us.
[__________________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above described account has been established under Account
Number [__________], at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided
above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as
defined in the Agreement.
[___________________________]
By:____________________________
Name:__________________________
Title:_________________________
EXHIBIT C
ESCROW ACCOUNT LETTER AGREEMENT
_____________, 2005
To: [_______________________]
(the "Depository")
As "Company" under the Purchase Warranties and Servicing Agreement, dated as of [____________________]1, 200[_] (the
"Agreement"), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 4.06 of the
Agreement, to be designated as "[__________________________], in trust for the [Purchaser], Owner of Mortgage Loans, and various
Mortgagors." All deposits in the account shall be subject to withdrawal therefrom by order signed by the Company. This letter is
submitted to you in duplicate. Please execute and return one original to us.
[_____________________]
By:____________________________
Name:__________________________
Title:_________________________
The undersigned, as "Depository", hereby certifies that the above described account has been established under Account
Number __________, at the office of the depository indicated above, and agrees to honor withdrawals on such account as provided
above. The full amount deposited at any time in the account will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund or the Savings Association Insurance Fund or will be invested in Permitted Investments as
defined in the Agreement.
[______________________]
By:______________________________
Name:____________________________
Title:___________________________
EXHIBIT D
FORM OF PURCHASE, ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is a Purchase, Assignment, Assumption and Recognition Agreement (this "PAAR Agreement") made as of __________, 200__,
among EMC Mortgage Corporation ( "Assignor"), ___________________ ( "Assignee"), and Mid America Bank, fsb ( "Company").
In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans (the
"Assigned Loans") listed on Attachment 1 annexed hereto (the "Assigned Loan Schedule") now serviced by Company for Assignor and its
successors and assigns pursuant to the Purchase, Warranties and Servicing Agreement, dated as of _________, 200__, between Assignor
and Company (the "Purchase Agreement") shall be subject to the terms of this PAAR Agreement. Capitalized terms used herein but not
defined shall have the meanings ascribed to them in the Purchase Agreement.
Purchase, Assignment and Assumption
1. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor in the
Assigned Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to and under the Purchase
Agreement.
2. Simultaneously with the execution hereof, (i) Assignee shall pay to Assignor the "Funding Amount" as set forth in
that certain letter agreement, dated as of _________ ____, between Assignee and Assignor (the "Confirmation") and (ii) Assignor, at
its expense, shall have caused to be delivered to Assignee or its designee the Mortgage File for each Assigned Loan in Assignor's or
its custodian's possession, as set forth in the Purchase Agreement, along with, for each Assigned Loan, an endorsement of the
Mortgage Note from the Company, in blank, and an assignment of mortgage in recordable form from the Company, in blank. Assignee
shall pay the Funding Amount by wire transfer of immediately available funds to the account specified by Assignor. Assignee shall be
entitled to all scheduled payments due on the Assigned Loans after ___________, 200__ and all unscheduled payments or other proceeds
or other recoveries on the Assigned Loans received on and after _____________, 200__.
Representations, Warranties and Covenants
3. Assignor warrants and represents to Assignee and Company as of the date hereof:
(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full
force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has
any notice of termination been given thereunder;
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(b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of
its interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear from any and
all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good
title to each and every Assigned Loan, as well as any and all of Assignee's interests, rights and obligations under the Purchase
Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;
(c) There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the
Purchase Agreement;
(d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any
Assigned Loan;
(e) Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;
(f) Assignor has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignor's business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignor. This PAAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and
delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;
(g) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity
is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this PAAR
Agreement, or the consummation by it of the transactions contemplated hereby; and
(h) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of
the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the
Assigned
Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the
Securities Act of 1933, as amended (the "1933 Act") or which would render the disposition of the Assigned Loans a violation of
Section 5 of the 1933 Act or require registration pursuant thereto.
4. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
(a) Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization and has all requisite power and authority to acquire, own and purchase the Assigned Loans;
(b) Assignee has full corporate power and authority to execute, deliver and perform its obligations under this PAAR
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR
Agreement is in the ordinary course of Assignee's business and will not conflict with, or result in a breach of, any of the terms,
conditions or provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or instrument to which
Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this PAAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of
Assignee. This PAAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and
delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee
in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;
(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this
PAAR Agreement, or the consummation by it of the transactions contemplated hereby; and
(d) Assignee agrees to be bound as "Purchaser" by all of the terms, covenants and conditions of the Purchase Agreement
with respect to the Assigned Loans, and from and after the date hereof, Assignee assumes for the benefit of each of Assignor and
Company all of Assignor's obligations as "Purchaser" thereunder but solely with respect to such Assigned Loans.
5. Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:
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(a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is
in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect,
nor has any notice of termination been given thereunder;
(b) Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under
the Purchase Agreement;
(m) Company has full corporate power and authority to execute, deliver and perform its obligations under this PAAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this PAAR Agreement is in
the ordinary course of Company's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Company's charter or by-laws or any legal restriction, or any material agreement or instrument to which Company is now
a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company
or its property is subject. The execution, delivery and performance by Company of this PAAR Agreement and the consummation by it of
the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Company. This PAAR
Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and
Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its
terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;
(n) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Company in connection with the execution, delivery or performance by Company of this PAAR
Agreement, or the consummation by it of the transactions contemplated hereby;
(o) No event has occurred from the Closing Date to the date hereof which would render the representations and warranties as to
the related Assigned Loans made by Company in Sections 3.01 and 3.02 of the Purchase Agreement to be untrue in any material respect;
and
(p) Neither this PAAR Agreement nor any certification, statement, report or other agreement, document or instrument furnished or
to be furnished by Company pursuant to this PAAR Agreement contains or will contain any materially untrue statement of fact or omits
or will omit to state a fact necessary to make the statements contained therein not misleading.
Recognition of Assignee
6. From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans and will service the
Assigned Loans in accordance with the Purchase Agreement. It is the intention of Assignor, Company and Assignee that this PAAR
Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company
nor Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase
Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior
written consent of Assignee.
Miscellaneous
7. All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this PAAR
Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid, as follows:
(a) In the case of Company,
Mid America Bank, fsb
2650 Warrenville Road, Suite 500
Downers Grove, Illinois60515
Attention: Theresa Mann
Fax: (630) 799-7964
and with respect to notices relating to servicing matters:
Mid America Bank, fsb
2650 Warrenville Road, Suite 500
Downers Grove, Illinois60515
Attention: Ann Ryan
Fax: (630) 799-7964
(b) In the case of Assignor,
____________________
____________________
____________________
____________________
____________________
(c) In the case of Assignee,
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Raylene Ruyle
Telecopier No.: (972) 444-2810
with a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York10179
Attention: Steve Trombetta
Telecopier No.: (212) 272-[___]
8. Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the
negotiations for, documenting of and closing of the transactions contemplated by this PAAR Agreement.
9. This PAAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to
conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
10. No term or provision of this PAAR Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.
11. This PAAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into
which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
12. This PAAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Purchase Agreement to
the extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement.
13. This PAAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed
to be an original and all such counterparts shall constitute one and the same instrument.
14. In the event that any provision of this PAAR Agreement conflicts with any provision of the Purchase Agreement with
respect to the Assigned Loans, the terms of this PAAR Agreement shall control. In the event that any provision of this PAAR
Agreement conflicts with any provision
of the Confirmation with respect to the Assigned Loans, the terms of this PAAR Agreement shall control.
[Modification of Purchase Agreement
18. Company and Assignor hereby amend the Purchase Agreement as follows:
(a) The following definitions are added to Section 1.01 of the Purchase Agreement:
Securities Administrator: ________________________
Supplemental PMI Insurer: ________________________
Supplemental PMI Policy: The primary guarantee insurance policy of the Supplemental PMI Insurer attached hereto as Exhibit
[_], or any successor Supplemental PMI Policy given to the Servicer by the Assignee.
Trustee: ________________________
(b) The following definition is amended and restated:
Insurance Proceeds: Proceeds of any Primary Mortgage Insurance Policy, the Supplemental PMI Policy, any title policy,
any hazard insurance policy or any other insurance policy covering a Mortgage Loan or other related Mortgaged Property,
including any amounts required to be deposited in the Custodial Account pursuant to Section 4.04, to the extent such proceeds
are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with
Accepted Servicing Practices.
(c) The following are added as the fourth, fifth and sixth paragraphs of Section 4.08:
"In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the Supplemental PMI Insurer with respect to the Supplemental PMI Policy and, in this regard, to take such
action as shall be necessary to permit recovery under any Supplemental PMI Policy respecting a defaulted Mortgage Loan. Pursuant to
Section 4.04, any amounts collected by the Company under any Supplemental PMI Policy shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05.
In accordance with the Supplemental PMI Policy, the Company shall provide to the Supplemental PMI Insurer any required
information regarding the Mortgage Loans.
The Company shall provide to the [Securities Administrator] on a monthly basis via computer tape, or other mutually
acceptable format, the unpaid principal balance, insurer certificate number, lender loan number, and premium due the Supplemental PMI
Insurer for each Mortgage Loan covered by the Supplemental PMI Policy. In addition, the Company agrees to forward to the
Purchaser and the [Securities Administrator] any statements or other reports given by the Supplemental PMI Insurer to the
Servicer in connection with a claim under the Supplemental PMI Policy."
(d) Clause (vi) of Section 9.01 is amended to read as follows:
"Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller or servicer for more than thirty days,
or the Company fails to meet the servicer eligibility requirements of the Supplemental PMI Insurer; or"]
IN WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
Assignor
By:_________________________________________
Name:_______________________________________
Title:______________________________________
_________________________________
Assignee
By:_________________________________________
Name:_______________________________________
Title:______________________________________
MID AMERICA BANK, FSB
Company
By:_________________________________________
Name:_______________________________________
Title:______________________________________
EXHIBIT G
REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT
RE: Mortgage Loan #___________________________________
BORROWER:__________________________________________________
PROPERTY: __________________________________________________
Pursuant to a Purchase, Warranties and Servicing Agreement (the "Agreement") between the Company and the Purchaser, the undersigned
hereby certifies that he or she is an officer of the Company requesting release of the documents for the reason specified below. The
undersigned further certifies that:
(Check one of the items below)
_____ On _________________, the above captioned Mortgage Loan was paid in full or that the Company has been notified that payment
in full has been or will be escrowed. The Company hereby certifies that all amounts with respect to this loan which are required
under the Agreement have been or will be deposited in the Custodial Account as required.
_____ The above captioned Mortgage Loan is being repurchased pursuant to the terms of the Agreement. The Company hereby certifies
that the repurchase price has been credited to the Custodial Account as required under the Agreement.
_____ The above captioned Mortgage Loan is being placed in foreclosure and the original documents are required to proceed with the
foreclosure action. The Company hereby certifies that the documents will be returned to the Purchaser in the event of reinstatement.
_____ Other (explain)
_______________________________________________________
_______________________________________________________
All capitalized terms used herein and not defined shall have the meanings assigned to them in the Agreement.
Based on this certification and the indemnities provided for in the Agreement, please release to the Company all original
Mortgage Loan Documents in your possession relating to this loan.
Dated:_________________
By:________________________________
Signature
___________________________________
Title
Send documents to: _____________________________________________
_____________________________________________
_____________________________________________
Acknowledgement:
The Purchaser hereby acknowledges that all original documents previously released on the above captioned Mortgage Loan have
been returned and received by the Purchaser.
Dated:________________
By:________________________________
Signature
_______________________________
Title
EXHIBIT H
COMPANY'S UNDERWRITING GUIDELINES
EXHIBIT I
TERM SHEET
This TERM SHEET (the "Term Sheet") dated _____________, between Mid America Bank, fsb, located at 2650 Warrenville Road,
Suite 500, Downers Grove, Illinois60515 (the "Company") and EMC Mortgage Corporation, a Delaware corporation, located at Mac Arthur
Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas75038 (the "Purchaser") is made pursuant to the terms and conditions of
that certain Purchase, Warranties and Servicing Agreement, as amended (the "Agreement") dated as of February 1, 2006, between the
Company and the Purchaser, the provisions of which are incorporated herein as if set forth in full herein, as such terms and
conditions may be modified or supplemented hereby. All initially capitalized terms used herein unless otherwise defined shall have
the meanings ascribed thereto in the Agreement.
The Purchaser hereby purchases from the Company and the Company hereby sells to the Purchaser, all of the Company's right,
title and interest in and to the Mortgage Loans on a servicing retained basis described on the Mortgage Loan Schedule annexed hereto
as Schedule I, pursuant to and in accordance with the terms and conditions set forth in the Agreement, as same may be supplemented or
modified hereby. Hereinafter, the Company shall service the Mortgage Loans for the benefit of the Purchaser and all subsequent
transferees of the Mortgage Loans pursuant to and in accordance with the terms and conditions set forth in the Agreement.
1. Definitions
For purposes of the Mortgage Loans to be sold pursuant to this Term Sheet, the following terms shall have the following
meanings:
Aggregate Principal Balance
(as of the Cut-Off Date):
Closing Date:Custodian:Cut-off Date:
Initial Weighted Average
Mortgage Loan Remittance Rate:
Mortgage Loan:
Purchase Price Percentage:
Servicing Fee Rate:
Additional Closing Conditions:
In addition to the conditions specified in the Agreement, the obligation of each of the Company and the Purchaser is subject to the
fulfillment, on or prior to the applicable Closing Date, of the following additional conditions: [None].
Additional Loan Documents:
In addition to the contents of the Mortgage File specified in the Agreement, the following documents shall be delivered with respect
to the Mortgage Loans: [None].
[Additional] [Modification] of Representations and Warranties:
[In addition to the representations and warranties set forth in the Agreement, as of the date hereof, the Company makes the
following additional representations and warranties with respect to the Mortgage Loans: [None]. [Notwithstanding anything to
the contrary set forth in the Agreement, with respect to each Mortgage Loan to be sold on the Closing Date, the representation
and warranty set forth in Section ______ of the Agreement shall be modified to read as follows:]
Except as modified herein, the Agreement shall remain in full force and effect as of the date hereof.
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective duly
authorized officers as of the date first above written.
MID AMERICA BANK, FSB
By:_________________________________________
Name:_______________________________________
Title: _____________________________________
EMC MORTGAGE CORPORATION
By:_________________________________________
Name:_______________________________________
Title: _____________________________________
AMENDMENT NUMBER ONE
to the
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of February 1, 2006
between
EMC MORTGAGE CORPORATION,
as Purchaser
and
MID AMERICA BANK, FSB,
as Company
This AMENDMENT NUMBER ONE (this "Amendment") is made and entered into this 1st day of February, 2006, by and between EMC
Mortgage Corporation, a Delaware corporation, as purchaser (the "Purchaser") and Mid America Bank, fsb, as company (the "Company") in
connection with the Purchase, Warranties and Servicing Agreement, dated as of February 1, 2006, between the above mentioned parties
(the "Agreement"). This Amendment is made pursuant to Section 11.02 of the Agreement.
RECITALS
WHEREAS, the parties hereto have entered into the Agreement;
WHEREAS, the Agreement provides that the parties thereto may enter into an amendment to the Agreement;
WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment; and
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the
Agreement.
2. Article I of the Agreement is hereby amended effective as of the date hereof by adding the following definitions to
Section 1.01:
Commission or SEC: The Securities and Exchange Commission.
10
Delinquency Recognition Policies: The delinquency recognition policies set forth in Exhibit Q.
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Pass-Through Transfer.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Master Servicer: With respect to any Pass-Through Transfer, the "master servicer," if any, identified in the related
transaction documents.
Prepayment Charge: Any prepayment premium, penalty or charge payable by a Mortgagor in connection with any Principal
Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided that the following conditions
are satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Company and such Person that contemplated
that such Person would underwrite mortgage loans from time to time, for sale to the Company, in accordance with underwriting
guidelines designated by the Company ("Designated Guidelines") or guidelines that do not vary materially from such Designated
Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the Company
within 180 days after origination; (iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated,
used by the Company in origination of mortgage loans of the same type as the Mortgage Loans for the Company's own account or (y) the
Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for
use by lenders in originating mortgage loans to be purchased by the Company; and (iv) the Company employed, at the time such Mortgage
Loans were acquired by the Company, pre-purchase or post-purchase quality assurance procedures (which may involve, among other
things, review of a sample of mortgage loans purchased during a particular time period or through particular channels) designed to
ensure that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company.
Regulation AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as amended from
time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.
Securities Act: The Securities Act of 1933, as amended.
Servicing Criteria: As of any date of determination, the "servicing criteria" set forth in Item 1122(d) of Regulation AB,
or any amendments thereto, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit M for
convenience of reference only. In the event of a conflict or inconsistency between the terms of Exhibit M and the text of Item
1122(d) of Regulation AB, the text of Item 1122(d) of Regulation AB shall control (or those Servicing Criteria otherwise mutually
agreed to by the Purchaser, the Company and any Person that will be responsible for signing any certification required under the
Sarbanes-Oxley Act of 2002 with respect to a Pass-Through Transfer in response to evolving interpretations of Regulation AB and
incorporated into a revised Exhibit M).
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Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as "servicing"
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Company
or a Subservicer.
Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the
Company.
3. Article I of the Agreement is hereby amended effective as of the date hereof by deleting in its entirety the
definition of Subservicer in Section 1.01 and replacing it with the following:
Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any Subservicer and is responsible for the
performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Company under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB. Any subservicer shall meet the qualifications set forth in Section 4.01.
4. Article I of the Agreement is hereby amended effective as of the date hereof by deleting in its entirety the
definition of Principal Prepayment in Section 1.01 and replacing it with the following:
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial which is received in advance of
its scheduled Due Date, including any Prepayment Charge and which is not accompanied by an amount of interest representing scheduled
interest due on any date or dates in any month or months subsequent to the month of prepayment.
5. Article III of the Agreement is hereby amended effective as of the date hereof by revising Section 3.01(n) as
follows (new text underlined):
(n) Company has delivered to the Purchaser financial statements of its parent, for its last two complete fiscal years as
requested. All such financial information fairly presents the pertinent results of operations and financial position for the period
identified and has been prepared in accordance with GAAP throughout the periods involved, except as set forth in the notes thereto.
There has been no change in the servicing policies and procedures, business, operations, financial condition, properties or assets of
the Company since the date of the Company's financial information that would have a material adverse effect on its ability to perform
its obligations under this Agreement;
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6. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(p):
(p) As of the date of each Pass-Through Transfer, and except as has been otherwise disclosed to the Purchaser, any
Master Servicer and any Depositor: (1) no default or servicing related performance trigger has occurred as to any other
securitization due to any act or failure to act of the Company; (2) no material noncompliance with applicable servicing criteria as
to any other securitization has occurred, been disclosed or reported by the Company; (3) the Company has not been terminated as
servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing
performance test or trigger; (4) no material changes to the Company's servicing policies and procedures for similar loans has
occurred in the preceding three years; (5) there are no aspects of the Company's financial condition that could have a material
adverse impact on the performance by the Company of its obligations hereunder; (6) there are no legal proceedings pending, or known
to be contemplated by governmental authorities, against the Company that could be material to investors in the securities issued in
such Pass-Through Transfer; and (7) there are no affiliations, relationships or transactions relating to the Company of a type that
are described under Item 1119 of Regulation AB.
7. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.02(iii):
With respect to each Mortgage Loan, information regarding the borrower credit files related to such Mortgage Loan has been
furnished to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable
implementing regulations.
8. Article IV of the Agreement is hereby amended effective as of the date hereof by adding this sentence after the
first sentence of Section 4.01:
In addition, the Company shall furnish information regarding the borrower credit files related to such Mortgage Loan to
credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing
regulations.
9. Article IV of the Agreement is hereby amended effective as of the date hereof by deleting in its entirety the last
paragraph of Section 4.02 and replacing it with the following:
The Company shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall have been limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally, (ii) the enforcement
thereof is illegal, or any local, state or federal agency has threatened legal action if the prepayment penalty is enforced, (iii)
the mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard
and customary in servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the
reasonable judgment of the Company, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and
the related Mortgage Loan. If a Prepayment Charge is waived, but does not meet the standards described above, then the Company is
required to pay the amount of such waived Prepayment Charge by remitting such amount to the Purchaser by the Remittance Date.
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10. Article IV of the Agreement is hereby amended effective as of the date hereof by revising the first paragraph of
Section 4.03 by adding the following after the first sentence:
In determining the delinquency status of any Mortgage Loan, the Company will use Delinquency Recognition Policies to be
provided by EMC or as described to and approved by the Purchaser, and shall revise these policies as reasonably requested by the
Purchaser from time to time.
11. Article V of the Agreement is hereby amended effective as of the date hereof by deleting Section 5.02 in its
entirety and replacing it with the following:
Section 5.02 Statements to the Purchaser.The Company shall furnish to Purchaser an individual loan accounting report, as of the last Business Day of each month, in
the Company's assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With
respect to each month, the corresponding individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on a disk or tape or other computer-readable format in such format as may be mutually agreed upon
by both Purchaser and Company, and no later than the fifth Business Day of the following month in hard copy, and shall contain the
following:
(i) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to principal
(including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or
premiums, along with a detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to interest;
(iii) with respect to each Mortgage Loan, the amount of servicing compensation received by the Company during the prior
distribution period;
(iv) the Stated Principal Balance of each Mortgage Loan and the aggregate Stated Principal Balance of all Mortgage Loans
as of the first day of the distribution period and the last day of the distribution period;
(v) with respect to each Mortgage Loan, the current Mortgage Interest Rate;
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(vi) with respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds and REO Disposition Proceeds received during the prior distribution period;
(vii) with respect to each Mortgage Loan, the amount of any Prepayment Interest Shortfalls paid by the Company in
accordance with Section 4.04(viii) during the prior distribution period;
(viii) the beginning and ending balances of the Custodial Account and Escrow Account;
(ix) the number of Mortgage Loans as of the first day of the distribution period and the last day of the distribution
period;
(x) with respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage Loan (a) delinquent as grouped in
the following intervals through final liquidation of such Mortgage Loan: 30 to 59 days, 60 to 89 days, 90 days or more; (b) as to
which foreclosure has commenced; and (c) as to which REO Property has been acquired;
(xi) with respect to each Mortgage Loan, the amount and severity of any realized loss following liquidation of such
Mortgage Loan;
(xii) with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans, the amount of any Monthly Advances
made by the Company during the prior distribution period;
(xiii) with respect to each Mortgage Loan, a description of any Servicing Advances made by the Company with respect to such
Mortgage Loan including the amount, terms and general purpose of such Servicing Advances, and the aggregate amount of Servicing
Advances for all Mortgage Loans during the prior distribution period;
(xiv) with respect to each Mortgage Loan, a description of any Nonrecoverable Advances made by the Company with respect to
such Mortgage Loan including the amount, terms and general purpose of such Nonrecoverable Advances, and the aggregate amount of
Nonrecoverable Advances for all Mortgage Loans during the prior distribution period;
(xv) with respect to each Mortgage Loan, a description of any Monthly Advances, Servicing Advances and Nonrecoverable
Advances reimbursed to the Company with respect to such Mortgage Loan during the prior distribution period pursuant to Section 4.05,
and the source of funds for such reimbursement, and the aggregate amount of any Monthly Advances, Servicing Advances and
Nonrecoverable Advances reimbursed to the Company for all Mortgage Loans during the prior distribution period pursuant to Section
4.05;
(xvi) with respect to any Mortgage Loan, a description of any material modifications, extensions or waivers to the terms,
fees, penalties or payments of such Mortgage Loan during the prior distribution period or that have cumulatively become material over
time;
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(xvii) a description of any material breach of a representation or warranty set forth in Section 3.01 or Section 3.02
herein or of any other breach of a covenant or condition contained herein and the status of any resolution of such breach;
(xviii) with respect to each Mortgage Loan, the Stated Principal Balance of any substitute Mortgage Loan provided by the
Company and the Stated Principal Balance of any Mortgage Loan that has been replaced by a substitute Mortgage Loan in accordance with
Section 3.03 herein; and
(xix) with respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage Loan that has been repurchased by
the Company in accordance with Section 3.03 herein.
In addition, the Company shall provide to the Purchaser such other information known or available to the Company that is
necessary in order to provide the distribution and pool performance information as required under Item 1121 of Regulation AB, as
amended from time to time, as determined by the Purchaser in its sole discretion. The Company shall also provide a monthly report,
in the form of Exhibit E hereto, or such other form as is mutually acceptable to the Company, the Purchaser and any Master Servicer,
Exhibit F with respect to defaulted mortgage loans and Exhibit P, with respect to realized losses and gains, with each such
report.
The Company shall prepare and file any and all information statements or other filings required to be delivered to any
governmental taxing authority or to Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Company shall provide Purchaser with such information concerning the Mortgage Loans as is
necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.
In addition, not more than ninety (90) days after the end of each calendar year, the Company shall furnish to each Person
who was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable
federal income tax law as to the aggregate of remittances for the applicable portion of such year.
12. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.04 in its
entirety and replacing it with the following:
Section 6.04 Annual Statement as to Compliance; Annual Certification.
(a) The Company will deliver to the Purchaser and any Master Servicer, not later than March 1 of each calendar year
beginning in 2007, an officers' certificate acceptable to the Purchaser (an "Annual Statement of Compliance") stating, as to each
signatory thereof, that (i) a review of the activities of the Company during the preceding calendar year and of performance under
this Agreement or other applicable servicing agreement has been made under such officers' supervision and (ii) to the best of such
officers' knowledge, based on such review, the Company has fulfilled all of its obligations under this Agreement or other applicable
servicing agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in
any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such
Annual Statement of Compliance shall contain no restrictions or limitations on its use that would prohibit the Purchaser, the
Depositor or any Master Servicer to comply with the Securities Act, the Exchange Act and the rules and regulations of the Commission
thereunder, and its filing under such laws and regulations. Copies of such statement shall be provided by the Company to the
Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event
that the Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall
deliver an Annual Statement of Compliance of the Subservicer as described above as to each Subservicer as and when required with
respect to the Company.
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(b) With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, by March 1 of each calendar year
beginning in 2007, an officer of the Company shall execute and deliver an officer's certificate (an "Annual Certification") to the
Purchaser, any Master Servicer and any related Depositor for the benefit of each such entity and such entity's affiliates and the
officers, directors and agents of any such entity and such entity's affiliates, in the form attached hereto as Exhibit L. In the
event that the Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company
shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect
to the Company.
(c) If the Company cannot deliver the related Annual Statement of Compliance and Annual Certification by March 1st of
such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Annual Statement of Compliance
and Annual Certification, but in no event later than March 15th of such year.
(d) Failure of the Company to timely comply with this Section 6.04 shall be deemed an Event of Default, automatically,
without notice and without any cure period, unless otherwise agreed to by the Purchaser as set forth in 6.04(c), and Purchaser may,
in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including
injunctive relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in and
to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, as provided in Section 9.01. Such
termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any other
provision in this Agreement or any other agreement to the contrary.
13. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.05 in its
entirety and replacing it with the following:
Section 6.05 [Reserved]
14. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
6.07:
Section 6.07 Assessment of Compliance with Servicing Criteria.
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On and after January 1, 2006, the Company shall service and administer, and shall cause each subservicer to servicer or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, the Company shall deliver to the
Purchaser or its designee, any Master Servicer and any Depositor on or before March 1 of each calendar year beginning in 2007, a
report (an "Assessment of Compliance") reasonably satisfactory to the Purchaser, any Master Servicer and any Depositor regarding the
Company's assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122 of Regulation AB or as otherwise reasonably required by the Master Servicer, which as of the
date hereof, require a report by an authorized officer of the Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to
the Company;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing
Criteria applicable to the Company;
(c) An assessment by such officer of the Company's compliance with the applicable Servicing Criteria for the period
consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during
such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken
as a whole involving the Company, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Company's Assessment of
Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Company, which statement shall
be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Company,
that are backed by the same asset type as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form
of Exhibit O hereto delivered to the Company concurrently with the execution of this Agreement.
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, on or before March 1 of each calendar
year beginning in 2007, the Company shall furnish to the Purchaser or its designee, any Master Servicer and any Depositor a report
(an "Attestation Report") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made
by the Company, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB or as otherwise
reasonably required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation
reports issued or adopted by the Public Company Accounting Oversight Board.
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The Company shall cause each Subservicer, and each Subcontractor determined by the Company pursuant to Section 11.20 to be
"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser, any Master
Servicer and any Depositor an assessment of compliance and accountants' attestation as and when provided in Sections 6.07.
If the Company cannot deliver the related Assessment of Compliance or Attestation Report by March 1st of such year, the
Purchaser, at its sole option, may permit a cure period for the Company to deliver such Assessment of Compliance or Attestation
Report, but in no event later than March 15th of such year.
Failure of the Company to timely comply with this Section 6.07 shall be deemed an Event of Default, automatically, without
notice and without any cure period, unless otherwise agreed to by the Purchaser as described herein, and Purchaser may, in addition
to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive
relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Company for the same, as provided in Section 9.01. Such termination
shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any other provision in
this Agreement or any other agreement to the contrary.
15. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
6.08:
Section 6.08 Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that a purpose of Sections 3.01(p), (q), (r) and (s), 5.02, 6.04, 6.07,
11.18 and 11.20 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB
and related rules and regulations of the Commission. None of the Purchaser, any Master Servicer or any Depositor shall exercise its
right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other
than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Company
acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or
otherwise, and agrees to comply with requests made by the Purchaser or any Depositor in good faith for delivery of information under
these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Pass-Through Transfer, the Company
shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor,
any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the
Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with
such disclosures relating to the Company, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the
Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance.
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16. Article IX of the Agreement is hereby amended effective as of the date hereof by deleting the first sentence of the
last paragraph of Section 9.01 and replacing it with the following (new text underlined):
Then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice
in writing to the Company (except in the case of an Event of Default under clauses (iii), (iv) or (v) above, or as otherwise stated
herein, in which case, automatically and without notice) Company may, in addition to whatever rights the Purchaser may have under
Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the
rights and obligations of the Company (and if the Company is servicing any of the Mortgage Loans in a Pass-Through Transfer, appoint
a successor servicer reasonably acceptable to any Master Servicer for such Pass-Through Transfer) under this Agreement and in and to
the Mortgage Loans and the proceeds thereof without compensating the Company for the same.
17. Article IX of the Agreement is hereby amended effective as of the date hereof by adding the following at the end of
the last paragraph of Section 9.01:
The Company shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a Master Servicer) and any Depositor,
as applicable, for all reasonable expenses incurred by the Purchaser (or such designee) or such Depositor, as such are incurred, in
connection with the termination of the Company as servicer and the transfer of servicing of the Mortgage Loans to a successor
servicer. The provisions of this paragraph shall not limit whatever rights the Purchaser or any Depositor may have under other
provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an
action for damages, specific performance or injunctive relief.
18. Article XI of the Agreement is hereby amended effective as of the date hereof by restating Section 11.18 in its
entirety as follows:
Section 11.18. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the related Closing
Date, on one or more dates (each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more Pass-Through Transfers.
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The Purchaser and the Company agree that in no event shall there be more than three (3) Reconstitutions per Mortgage Loan
pool.
The Company agrees to execute in connection with any agreements among the Purchaser, the Company, and any servicer in
connection with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit D
hereto, or, at Purchaser's request, a seller's warranties and servicing agreement or a participation and servicing agreement or
similar agreement in form and substance reasonably acceptable to the parties, and in connection with a Pass-Through Transfer, a
pooling and servicing agreement in form and substance reasonably acceptable to the parties, (collectively the agreements referred to
herein are designated, the "Reconstitution Agreements"). It is understood that any such Reconstitution Agreements will not contain
any greater obligations on the part of Company than are contained in this Agreement. Notwithstanding anything to the contrary in
this Section 11.18, the Company agrees that it is required to perform the obligations described in Exhibit K hereto.
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Purchaser, the Company agrees
(1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence
procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser; (3) to restate the
representations and warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date").
In addition, the Company shall provide to such servicer or issuer, as the case may be, and any other participants in such
Reconstitution:
(i) any and all information and appropriate verification of information which may be reasonably available to the
Company, whether through letters of its auditors and counsel (excluding that protected by the attorney-client privilege unless
waived) or otherwise, as the Purchaser or any such other participant shall request upon reasonable demand;
(ii) such additional representations, warranties, covenants, letters from auditors, and certificates of public officials
or officers of the Company as are reasonably agreed upon by the Company and the Purchaser or any such other participant;
(iii) within 5 Business Days after request by the Purchaser, the information with respect to the Company (as originator)
and each Third-Party Originator of the Mortgage Loans as required under Item 1110(a) and (b) of Regulation AB, a summary of the
requirements of which has of the date hereof is attached hereto as Exhibit N for convenience of reference only, as determined by
Purchaser in its sole discretion. If requested by the Purchaser, this will include information about the applicable credit-granting
or underwriting criteria;
(iv) within 5 Business Days after request by the Purchaser, the Company shall provide (or, as applicable, cause each
Third-Party Originator to provide) Static Pool Information with respect to the mortgage loans (of a similar type as the Mortgage
Loans, as reasonably identified by the Purchaser as provided below) originated by (i) the Company, if the Company is an originator of
Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), and/or (ii) each Third-Party Originator.
Such Static Pool Information shall be prepared by the Company (or Third-Party Originator) on the basis of its reasonable, good faith
interpretation of the requirements of Item 1105(a)(1)-(3) and (c) of Regulation AB. To the extent that there is reasonably available
to the Company (or Third-Party Originator) Static Pool Information with respect to more than one mortgage loan type, the Purchaser or
any Depositor shall be entitled to specify whether some or all of such information shall be provided pursuant to this paragraph. The
content of such Static Pool Information may be in the form customarily provided by the Company, and need not be customized for the
Purchaser or any Depositor. Such Static Pool Information for each vintage origination year or prior securitized pool, as applicable,
shall be presented in increments no less frequently than quarterly over the life of the mortgage loans included in the vintage
origination year or prior securitized pool. The most recent periodic increment must be as of a date no later than 135 days prior to
the date of the prospectus or other offering document in which the Static Pool Information is to be included or incorporated by
reference. The Static Pool Information shall be provided in an electronic format that provides a permanent record of the information
provided, such as a portable document format (pdf) file, or other such electronic format reasonably required by the Purchaser or the
Depositor, as applicable;
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(v) within 5 Business Days after request by the Purchaser, information with respect to the Company (as servicer) as
required by Item 1108(b) and (c) of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as
Exhibit N for convenience of reference only, as determined by Purchaser in its sole discretion. In the event that the Company has
delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall provide the
information required pursuant to this clause with respect to the Subservicer;
(vi) within 5 Business Days after request by the Purchaser,
(a) information regarding any legal proceedings pending (or known to be contemplated) against the Company (as
originator and as servicer) and each other originator of the Mortgage Loans and each Subservicer as required by Item 1117 of
Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit N for convenience
of reference only, as determined by Purchaser in its sole discretion,
(b) information regarding affiliations with respect to the Company (as originator and as servicer) and each other
originator of the Mortgage Loans and each Subservicer as required by Item 1119(a) of Regulation AB, a summary of the
requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of reference only, as determined
by Purchaser in its sole discretion, and
(c) information regarding relationships and transactions with respect to the Company (as originator and as servicer)
and each other originator of the Mortgage Loans and each Subservicer as required by Item 1119(b) and (c) of Regulation AB, a
summary of the requirements of which as of the date hereof is attached hereto as Exhibit N for convenience of reference
only, as determined by Purchaser in its sole discretion;
22
(vii) if so requested by the Purchaser, the Company shall provide (or, as applicable, cause each Third-Party Originator to
provide), at the expense of the requesting party (to the extent of any additional incremental expense associated with delivery
pursuant to this Agreement), such statements and agreed-upon procedures letters of certified public accountants reasonably acceptable
to the Purchaser or Depositor, as applicable, pertaining to Static Pool Information relating to prior securitized pools for
securitizations closed on or after January 1, 2006 or, in the case of Static Pool Information with respect to the Company's or
Third-Party Originator's originations or purchases, to calendar months commencing January 1, 2006, or to any financial information
included in any other disclosure provided under this Section 11.18, as the Purchaser or such Depositor shall reasonably request. Such
statements and letters shall be addressed to and be for the benefit of such parties as the Purchaser or such Depositor shall
designate, which may include, by way of example, any Sponsor, any Depositor and any broker dealer acting as underwriter, placement
agent or initial purchaser with respect to a Pass-Through Transfer. Any such statement or letter may take the form of a standard,
generally applicable document accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or
such Depositor;
(viii) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of
asset-backed securities, the Company shall (or shall cause each Subservicer and Third-Party Originator to) (i) within two (2)
Business Days of the event described below, provide notice to the Purchaser, any Master Servicer and any Depositor in writing of (A)
any material litigation or governmental proceedings involving the Company, any Subservicer or any Third-Party Originator, (B) any
affiliations or relationships that develop following the closing date of a Pass-Through Transfer between the Company, any Subservicer
or any Third-Party Originator and any of the parties specified in clause (D) of paragraph (a) of this Section (and any other parties
identified in writing by the requesting party) with respect to such Pass-Through Transfer, (C) any Event of Default under the terms
of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the
Company, and (E) the Company's entry into an agreement with a Subservicer to perform or assist in the performance of any of the
Company's obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser, any Master Servicer and
any Depositor a description of such proceedings, affiliations or relationships;
All notification pursuant to this Section 11.18 (viii)(B) should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
With a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
23
Notifications pursuant to Section 11.18 (viii)(A) should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
With copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
(ix) As a condition to the succession to the Company or any Subservicer as servicer or subservicer under this Agreement or
any Reconstitution Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated, or (ii)
which may be appointed as a successor to the Company or any Subservicer (unless such successor has been appointed by the Purchaser,
any Master Servicer or any Depositor), the Company shall provide to the Purchaser, any Master Servicer, and any Depositor, at least
15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Purchaser and any Depositor
of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Purchaser and such
Depositor, all information reasonably requested by the Purchaser or any Depositor in order to comply with its reporting obligation
under Item 6.02 of Form 8-K with respect to any class of asset-backed securities;
(x) In addition to such information as the Company, as servicer, is obligated to provide pursuant to other provisions of
this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of
any Pass-Through Transfer that includes any of the Mortgage Loans serviced by the Company or any Subservicer, the Company or such
Subservicer, as applicable, shall, to the extent the Company or such Subservicer has knowledge, provide to the party responsible for
filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with
all information, data, and materials related thereto as may be required to be included in the related distribution report on Form
10-D (as specified in the provisions of Regulation AB referenced below):
24
(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments
during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or transaction covenants (Item
1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities issuances backed by the same pool assets, any
pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting
or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB); and
(xi) The Company shall provide, as requested, to the Purchaser, any Master Servicer and any Depositor, evidence of the
authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors
and Omission Insurance policy, financial information and reports, and such other information related to the Company or any
Subservicer or the Company or such Subservicer's performance hereunder.
In the event of a conflict or inconsistency between the terms of Exhibit N and the text of the applicable Item of Regulation
AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.
(xii) If so requested by the Purchaser or any Depositor on any date, the Company shall, within five Business Days
following such request, confirm in writing the accuracy of the representations and warranties set forth in Section 3.01(p) of this
Agreement or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate
disclosure of the pertinent facts, in writing, to the requesting party.
The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating
in a Pass-Through Transfer: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if
applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect
to such Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
Act with respect to such Pass-Through Transfer; each broker dealer acting as underwriter, placement agent or initial purchaser, each
Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of
the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the
foregoing and of the Depositor (each, an "Indemnified Party"), and shall hold each of them harmless from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and
expenses that any of them may sustain arising out of or based upon:
25
(i)(A) any untrue statement of a material fact contained or alleged to be contained in any information, report,
certification, data, accountants' letter or other material provided under this Section 11.18 by or on behalf of the Company, or
provided under this Section 11.18 by or on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the
"Company Information"), or (B) the omission or alleged omission to state in the Company Information a material fact required to be
stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by
reference to the Company Information and not to any other information communicated in connection with a sale or purchase of
securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from
such other information;
(ii) any breach by the Company of its obligations under this Section 11.18, including particularly any failure by the
Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification,
accountants' letter or other material when and as required under this Section 11.18, including any failure by the Company to identify
pursuant to Section 11.20 any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation
AB;
(iii) any breach by the Company of a representation or warranty set forth in Section 3.01 or in a writing furnished pursuant
to Section 3.01(q) and made as of a date prior to the closing date of the related Pass-Through Transfer, to the extent that such
breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished
pursuant to Section 3.01(q) to the extent made as of a date subsequent to such closing date; or
(iv) the gross negligence, bad faith or willful misconduct of the Company in connection with its performance under this
Section 11.18;
provided, however, that the Purchaser shall indemnify the Company and its present and former directors, officers, and employees and
hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments, and any other costs, fees and expenses that any of them may sustain from any untrue statement or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact required to be stated in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading, contained in any
prospectus or prospectus supplement containing Company Information not arising out of or based upon the Company Information.
If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party,
then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims,
losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault
of such Indemnified Party on the one hand and the Company on the other.
26
In the case of any failure of performance described above, the Company shall promptly reimburse the Purchaser, any
Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed
with the Commission with respect to such Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or
Rule 15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer, for all costs reasonably incurred by each such
party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by
the Company, any Subservicer, any Subcontractor or any Third-Party Originator.
This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance
with the terms of, this Agreement and the related Term Sheet, and with respect thereto this Agreement and the related Term Sheet
shall remain in full force and effect.
The Purchaser agrees to reimburse the Company for its reasonable out-of-pocket expenses incurred in connection with any
Reconstitution hereunder; provided, however, such amount shall not exceed $5,000 and shall be remitted by the Purchaser upon written
request from the Company which shall be accompanied with receipts or bills detailing such expenses; provided, further, in the event
that such amount exceeds $5,000, the Purchaser shall reimburse the Company if the Purchaser approves in writing of such expenses
prior to when incurred by the Company.
19. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
11.20:
Section 11.20. Use of Subservicers and Subcontractors.
(a) The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of
the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of
paragraph (b) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not
permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the
Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph
(d) of this Section.
(b) The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser
and any Depositor to comply with the provisions of this Section and with Sections 3.01(p), 3.01(s), 6.04, 6.07 and 11.18 of this
Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such
Subservicer under Section 3.01(r) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and
delivering to the Purchaser, any Master Servicer and any Depositor any Annual Statement of Compliance required to be delivered by
such Subservicer under Section 6.04(a), any Assessment of Compliance and Attestation Report required to be delivered by such
Subservicer under Section 6.07 and any Annual Certification required under Section 6.04(b) as and when required to be delivered.
27
(c) The Company shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any
designee of the Depositor, such as an administrator) a written description (in form and substance satisfactory to the Purchaser, any
Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer,
specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.
(d) As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function"
within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any
Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 6.07 and 11.18 of this
Agreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any Assessment of Compliance and Attestation Report and the other
certificates required to be delivered by such Subservicer and such Subcontractor under Section 6.07, in each case as and when
required to be delivered.
20. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
11.21:
Section 11.21. Third Party Beneficiary.
For purposes of this Agreement, each Master Servicer shall be considered a third party beneficiary to this Agreement,
entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.
21. The Agreement is hereby amended as of the date hereof by deleting Exhibit E in its entirety and replacing it with
the following:
28
EXHIBIT E
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME The borrower name as received in the file. Maximum length of 30 (Last, 30
It is not separated by first and last name. First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs 11
interest payment that a borrower is expected ($)
to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT The new loan payment amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6
a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the beginning of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the end of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY 10
the borrower's next payment is due to the
Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10
first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10
third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
Action Code Key: 2
15=Bankruptcy,
30=Foreclosure, , 60=PIF,
63=Substitution,
65=Repurchase,70=REO
------------ ------------------------------ --------
ACTION_CODE The standard FNMA numeric code used to
indicate the default/delinquent status of a
particular loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or dollar signs 11
if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
29
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount 2 No commas(,) or dollar signs 11
due at the beginning of the cycle date to be ($)
passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs 11
investors at the end of a processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs 11
the Servicer for the current cycle -- only ($)
applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable
for Scheduled/Scheduled Loans. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs 11
Servicer for the current reporting cycle -- ($)
only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The actual gross interest amount less the
service fee amount for the current reporting No commas(,) or dollar signs
ACTL_NET_INT cycle as reported by the Servicer -- only 2 ($) 11
applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs 11
prepays on his loan as reported by the ($)
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
22. The Agreement is hereby amended as of the date hereof by adding the following new Exhibit F:
30
EXHIBIT F
REPORTING DATA FOR DEFAULTED LOANS
Standard File Layout – Delinquency Reporting
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Column/Header Name Description Decimal Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR A unique identifier assigned to each loan by the
originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans in
their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ADDRESS Street Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE The state where the property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due MM/DD/YYYY
to the servicer at the end of processing cycle, as
reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,)
sale. or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE A code that indicates the condition of the
property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
31
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
32
Exhibit 2: Standard File Codes – Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry
standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property code as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
33
Exhibit 2: Standard File Codes – Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
------------------------ ---------------------------------------------------------
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
023 FNMA-Servicing problems
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
026 FNMA-Payment adjustment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
027 FNMA-Payment dispute
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
029 FNMA-Transfer of ownership pending
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
030 FNMA-Fraud
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
031 FNMA-Unable to contact borrower
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
INC FNMA-Incarceration
------------------------ ---------------------------------------------------------
34
Exhibit 2: Standard File Codes – Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
------------------------ -------------------------------------------------------
Status Code Status Description
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
62 Veteran's Affairs-No Bid
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
63 Veteran's Affairs-Refund
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
64 Veteran's Affairs-Buydown
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ -------------------------------------------------------
23. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit K:
EXHIBIT K
COMPANY'S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
• The Company shall (i) possess the ability to service to a securitization documents; (ii) service on a
"Scheduled/Scheduled" reporting basis (advancing through the liquidation of an REO Property), (iii) make compensating interest
payments on payoffs and curtailments and (iv) remit and report to a Master Servicer in format acceptable to such Master Servicer by
the 10th calendar day of each month.
• The Company shall provide an acceptable annual certification (officer's certificate) to the Master Servicer (as
required by the Sarbanes-Oxley Act of 2002) as well as any other annual certifications required under the securitization documents
(i.e. the annual statement as to compliance/annual independent certified public accountants' servicing report due by March 1 of each
year).
35
• The Company shall allow for the Purchaser, the Master Servicer or their designee to perform a review of audited
financials and net worth of the Company.
• The Company shall provide a Uniform Single Attestation Program certificate and Management Assertion as requested by
the Master Servicer or the Purchaser.
• The Company shall provide information on each Custodial Account as requested by the Master Servicer or the
Purchaser, and each Custodial Accounts shall comply with the requirements for such accounts as set forth in the securitization
documents.
• The Company shall maintain its servicing system in accordance with the requirements of the Master Servicer.
24. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit L:
EXHIBIT L
FORM OF COMPANY CERTIFICATION
Re: The [ ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF COMPANY] (the "Company"), certify to [the
Purchaser], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:
I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation
AB (the "Compliance Statement"), the report on assessment of the Company's compliance with the servicing criteria set forth
in Item 1122(d) of Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18 under
Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing
Assessment"), the registered public accounting firm's attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were
delivered by the Company to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement
(collectively, the "Company Servicing Information");
Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances
under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing
Information;
36
Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the
Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];
I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on
my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the
Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under
the Agreement in all material respects; and
The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the Servicing Assessment and
Attestation Report required to be provided by the Company and by any Subservicer and Subcontractor pursuant to the Agreement, have
been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described in such reports have been
disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed
in such reports.
25. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit M:
EXHIBIT M
SUMMARY OF REGULATION AB
SERVICING CRITERIA
NOTE: This Exhibit M is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms of
this Exhibit M and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the SEC
shall control.
Item 1122(d)
(i) General servicing considerations.
(A) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with
the transaction agreements.
(B) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing activities.
(C) Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
37
(D) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
(ii) Cash collection and administration.
(A) Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no
more than two business days following receipt, or such other number of days specified in the transaction agreements.
(B) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
(C) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged
for such advances, are made, reviewed and approved as specified in the transaction agreements.
(D) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction
agreements.
(E) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial
institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
(F) Unissued checks are safeguarded so as to prevent unauthorized access.
(G) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in
the transaction agreements.
(iii) Investor remittances and reporting.
(A) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the
transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or
the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.
38
(B) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set
forth in the transaction agreements.
(C) Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such other
number of days specified in the transaction agreements.
(D) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial
bank statements.
(iv) Mortgage Loan administration.
(A) Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan
documents.
(B) Mortgage loan and related documents are safeguarded as required by the transaction agreements.
(C) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions
or requirements in the transaction agreements.
(D) Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage
loan documents.
(E) The Servicer's records regarding the mortgage loans agree with the Servicer's records with respect to an obligor's unpaid
principal balance.
(F) Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with the transaction agreements and related mortgage loan documents.
(G) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures
and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
(H) Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
(I) Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related
mortgage loan documents.
39
(J) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with
the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
(C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
(K) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or
expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by
the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
(L) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer's
funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.
(M) Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the
Servicer, or such other number of days specified in the transaction agreements.
(N) Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the transaction
agreements.
(O) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is
maintained as set forth in the transaction agreements.
26. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit N:
EXHIBIT N
SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE: This Exhibit N is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms of
this Exhibit N and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the SEC
shall control.
Item 1105(a)(1)-(3) and (c)
-Provide static pool information with respect to mortgage loans that were originated or purchased by the Company and which
are of the same type as the Mortgage Loans.
-Provide static pool information regarding delinquencies, cumulative losses and prepayments for prior securitized pools of
the Company.
-If the Company has less than 3 years experience securitizing assets of the same type as the Mortgage Loans, provide the
static pool information by vintage origination years regarding loans originated or purchased by the Company, instead of by prior
securitized pool. A vintage origination year represents mortgage loans originated during the same year.
40
-Such static pool information shall be for the prior five years, or for so long as the Company has been originating or
purchasing (in the case of data by vintage origination year) or securitizing (in the case of data by prior securitized pools) such
mortgage loans if for less than five years.
-The static pool information for each vintage origination year or prior securitized pool, as applicable, shall be presented
in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool.
-Provide summary information for the original characteristics of the prior securitized pools or vintage origination years,
as applicable and material, including: number of pool assets, original pool balance, weighted average initial loan balance, weighted
average mortgage rate, weighted average and minimum and maximum FICO, product type, loan purpose, weighted average and minimum and
maximum LTV, distribution of loans by mortgage rate, and geographic concentrations of 5% or more.
Item 1108(b) and (c)
Provide the following information with respect to each servicer that will service, including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:
-a description of the Company's form of organization;
-a description of how long the Company has been servicing residential mortgage loans; a general discussion of the Company's
experience in servicing assets of any type as well as a more detailed discussion of the Company's experience in, and procedures for
the servicing function it will perform under this Agreement and any Reconstitution Agreements; information regarding the size,
composition and growth of the Company's portfolio of mortgage loans of the type similar to the Mortgage Loans and information on
factors related to the Company that may be material to any analysis of the servicing of the Mortgage Loans or the related
asset-backed securities, as applicable, including whether any default or servicing related performance trigger has occurred as to any
other securitization due to any act or failure to act of the Company, whether any material noncompliance with applicable servicing
criteria as to any other securitization has been disclosed or reported by the Company, and the extent of outsourcing the Company uses;
-a description of any material changes to the Company's policies or procedures in the servicing function it will perform
under this Agreement and any Reconstitution Agreements for mortgage loans of the type similar to the Mortgage Loans during the past
three years;
-information regarding the Company's financial condition to the extent that there is a material risk that the effect on one
or more aspects of servicing resulting from such financial condition could have a material impact on the performance of the
securities issued in the Pass-Through Transfer, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;
41
-any special or unique factors involved in servicing loans of the same type as the Mortgage Loans, and the Company's
processes and procedures designed to address such factors;
-statistical information regarding principal and interest advances made by the Company on the Mortgage Loans and the
Company's overall servicing portfolio for the past three years; and
-the Company's process for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.
Item 1110(a)
-Identify any originator or group of affiliated originators that originated, or is expected to originate, 10% or more of the
mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer.
Item 1110(b)
Provide the following information with respect to any originator or group of affiliated originators that originated, or is
expected to originate, 20% or more of the mortgage loans in any loan group in the securitization issued in the Pass-Through Transfer:
-the Company's form of organization; and
-a description of the Company's origination program and how long the Company has been engaged in originating residential
mortgage loans, which description must include a discussion of the Company's experience in originating mortgage loans of the same
type as the Mortgage Loans and information regarding the size and composition of the Company's origination portfolio as well as
information that may be material to an analysis of the performance of the Mortgage Loans, such as the Company's credit-granting or
underwriting criteria for mortgage loans of the same type as the Mortgage Loans.
Item 1117
-describe any legal proceedings pending against the Company or against any of its property, including any proceedings known
to be contemplated by governmental authorities, that may be material to the holders of the securities issued in the Pass-Through
Transfer.
Item 1119(a)
-describe any affiliations of the Company, each other originator of the Mortgage Loans and each Subservicer with the
sponsor, depositor, issuing entity, trustee, any originator, any other servicer, any significant obligor, enhancement or support
provider or any other material parties related to the Pass-Through Transfer.
42
Item 1119(b)
-describe any business relationship, agreement, arrangement, transaction or understanding entered into outside of the
ordinary course of business or on terms other than those obtained in an arm's length transaction with an unrelated third party, apart
from the Pass-Through Transfer, between the Company, each other originator of the Mortgage Loans and each Subservicer, or their
respective affiliates, and the sponsor, depositor or issuing entity or their respective affiliates, that exists currently or has
existed during the past two years, that may be material to the understanding of an investor in the securities issued in the
Pass-Through Transfer.
Item 1119(c)
-describe any business relationship, agreement, arrangement, transaction or understanding involving or relating to the
Mortgage Loans or the Pass-Through Transfer, including the material terms and approximate dollar amount involved, between the
Company, each other originator of the Mortgage Loans and each Subservicer, or their respective affiliates and the sponsor, depositor
or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.
27. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit O:
EXHIBIT O
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Company] [Name of Subservicer] shall address, at a minimum, the
criteria identified as below as "Applicable Servicing Criteria":
--------------------------------------------------------------------------------------------- -----------------------
Servicing Criteria Applicable Servicing
Criteria
--------------------------------------------------------------------------------------------- -----------------------
Reference Criteria
----------------------- --------------------------------------------------------------------- -----------------------
General Servicing Considerations
----------------------- -----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance X
or other triggers and events of default in accordance with the
transaction agreements.
----------------------- -----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
----------------------- -----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
----------------------- -----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the X
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
----------------------- -----------------------
43
Cash Collection and Administration
----------------------- -----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to X
an investor are made only by authorized personnel.
----------------------- -----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows X
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
----------------------- -----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with X
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
----------------------- -----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured X
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
----------------------- -----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X
access.
----------------------- -----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all X
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
----------------------- -----------------------
Investor Remittances and Reporting
----------------------- -----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the X
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
----------------------- -----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance X
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
----------------------- -----------------------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of X
1122(d)(3)(iii) days specified in the transaction agreements.
----------------------- -----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank X
1122(d)(3)(iv) statements.
----------------------- -----------------------
Pool Asset Administration
----------------------- -----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required X
by the transaction agreements or related mortgage loan documents.
----------------------- -----------------------
Mortgage loan and related documents are safeguarded as required by X
1122(d)(4)(ii) the transaction agreements
----------------------- -----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are X
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
----------------------- -----------------------
44
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in X
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
----------------------- -----------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the X
Servicer's records with respect to an obligor's unpaid principal
balance.
----------------------- -----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's X
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
----------------------- -----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
----------------------- -----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the X
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
----------------------- -----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans X
with variable rates are computed based on the related mortgage loan
documents.
----------------------- -----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow X
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance X
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be X
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
----------------------- -----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction X
1122(d)(4)(xiii) agreements.
----------------------- -----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are X
recognized and recorded in accordance with the transaction
agreements.
----------------------- -----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
----------------------- -----------------------
---------------------------------------------------------------------
----------------------- --------------------------------------------------------------------- -----------------------
[NAME OF COMPANY] [NAME OF SUBSERVICER]
Date: _________________________
By: _________________________
Name:
Title:
45
28. The Agreement is hereby amended as of the date hereof by adding the following new Exhibit P:
EXHIBIT P
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332– Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages
are due on the remittance report date. Late submissions may result in claims not being passed until the following month.
The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to
recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
46
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental
proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in
parenthesis ( ).
Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------------------- -------------------------------------- --------------------------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------------------- -------------------------------------- --------------------------------------------
WELLS FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________
47
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ ______________ (1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________ (6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________(12)
Total Expenses $ _______________(13)
Credits:
(14) Escrow Balance $ _______________(14)
(15) HIP Refund ________________ (15)
(16) Rental Receipts ________________ (16)
(17) Hazard Loss Proceeds ________________ (17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________
________________(18a) HUD Part A
________________(18b) HUD Part B
48
(19) Pool Insurance Proceeds ________________ (19)
(20) Proceeds from Sale of Acquired Property ________________ (20)
(21) Other (itemize) ________________ (21)
_________________________________________ ________________ (21)
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
Escrow Disbursement Detail
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
Type Date Paid Period of Total Paid Base Amount Penalties Interest
(Tax /Ins.) Coverage
------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
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------------------ --------------- ---------------- --------------- ---------------- ---------------- ----------------
29. The Agreement is hereby amended as of the date hereof by adding the following new Exhibit Q:
49
EXHIBIT Q
Delinquency Recognition Policies
[To be provided by EMC and mutually agreed by the parties]
30. Except as amended above, the Agreement shall continue to be in full force and effect in accordance with its terms.
31. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and of
said counterparts taken together shall be deemed to constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
i
IN WITNESS WHEREOF, the following parties have caused their names to be signed hereto by their respective officers thereunto
duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION,
as Purchaser
By:_______________________________________
Name:
Title:
MID AMERICA BANK, FSB,
as Company
By:_______________________________________
Name:
Title:
ii
EXHIBIT H-14
PURCHASE, WARRANTIES and SERVICING AGREEMENT
Between
E*TRADE BANK,
as Purchaser
And
MORGAN STANLEY DEAN WITTER CREDIT CORPORATION,
as Seller
Dated as of June 26, 2002
iii
Adjustable Rate Mortgage Loan: A Mortgage Loan that provides for the adjustment of the Mortgage Interest Rate payable with respect
thereto in accordance with the terms of the related Mortgage Note.
Agreement: This Purchase, Warranties and Servicing Agreement including all exhibits hereto, as the same may be amended, modified,
restated or supplemented from time to time.
Appraised Value: The value set forth in an appraisal made in connection with the origination of the related Mortgage Loan as the
value of the Mortgaged Property.
Assignment: An assignment of the Mortgage, notice of transfer or equivalent instrument, prepared in blank and in recordable form,
sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located, to reflect of record the sale or
transfer of the Mortgage Loan. An Assignment shall include, as applicable, such instruments as are necessary and sufficient under
the laws of the jurisdiction where a Cooperative Apartment is located to reflect of record the sale or transfer of the Mortgage Loan
and security interest in the Mortgaged Property affecting such Cooperative Apartment.
8
Balloon Mortgage Loan: Any Mortgage Loan which by its original terms or any modifications thereof provides for amortization beyond
its scheduled maturity date.
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a day on which banking and savings associations in the State of
Illinois or in the Commonwealth of Virginia are authorized or obligated by law or executive order to be closed.
Closing Date: The date or dates, set forth in any Purchase Price and Terms Letter, on which, from time to time, the Purchaser shall
purchase and Seller shall sell the Mortgage Loans listed on the related Mortgage Loan Schedule.
Closing Documents:
(i) With respect to the initial Closing Date, the following documents:
(A) two counterparts of this Agreement;
(B) ten (10) counterparts of a power of attorney in the form of Exhibit D;
(C) Assignment and Notice of Transfer, or any other similar instrument required to be delivered under the Surety Bond, and all
other requirements for transferring coverage under the Surety Bond in respect of such Additional Collateral Mortgage
Loans to the Purchaser;
(ii) With respect to the initial Closing Date and each subsequent Closing Date, the following documents:
(A) the Mortgage Loan Schedule for the related Transaction; and
(B) the Warranty Bill of Sale with respect to the Mortgage Loans for the related Transaction, dated as of the applicable Closing
Date.
Code: The Internal Revenue Code of 1986, as amended.
Collateral Base: With respect to any Mortgage Loan, the value of any Additional Collateral related to such Mortgage Loan, plus the
value of the Mortgaged Property related to such Mortgage Loan.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary, partial or
entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a Mortgagor in
accordance with the terms of the related Mortgage Loan Documents.
9
Convertible Mortgage Loan: An Adjustable Rate Mortgage Loan purchased pursuant to this Agreement which contains a provision whereby
the Mortgagor is permitted to convert the Mortgage Loan to a fixed rate Mortgage Loan in accordance with the terms of the related
Mortgage Note.
Cooperative Apartment: A dwelling unit in a multi-dwelling building owned or leased by a cooperative housing corporation, which unit
the Mortgagor has an exclusive right to occupy pursuant to the terms of a proprietary lease in accordance with the laws of the state
in which the building is located.
Cooperative Loan: A Mortgage Loan evidenced by a Mortgage Note and secured by a first lien against (i) shares issued by a
cooperative housing corporation and (ii) the related Mortgagor's leasehold interest in the Mortgagor's Cooperative Apartment. The
security interest created in the Mortgagor's Cooperative Apartment and the proprietary lease shall include the following
documentation, as required by the applicable laws of the state in which such Cooperative Apartment is located: (a) a security
agreement, (b) the related UCC-1 Financing Statement, (c) an assignment of the cooperative lease, (d) the stock certificate
evidencing ownership of such Cooperative Apartment, appropriately endorsed, or an equivalent stock power, (e) a recognition agreement
and (f) such other documents as are necessary and proper for the perfection of a lien against such Cooperative Apartment, all as are
required under state law.
Credit Score: The credit score for each Mortgage Loan obtained at origination or such other time by the Seller. If two credit bureau
scores are obtained, the Credit Score will be the lower score. If three credit bureau scores are obtained, the Credit Score will be
the middle of the three. There is only one (1) score for any loan regardless of the number of borrowers and/or applicants. The
minimum Credit Score for all Mortgage Loans will be in accordance with the Underwriting Guide (as defined below).
Custodial Account: Each separate Eligible Account (demand or other account) or accounts created and maintained pursuant to Section
4.04 of this Agreement, entitled "Morgan Stanley Dean Witter Credit Corporation, in trust for [name of Purchaser]" or such other
title as is requested by the Purchaser with respect to the related Mortgage Loans.
Cut off Date: The first day of the month in which the related Closing Date occurs, or such other date as shall be specified in the
Purchase Price and Terms Letter.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a Qualified Substitute Mortgage Loan.
Determination Date: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately preceding such 15th day) of
the month of the related Remittance Date.
Due Date: As to any Mortgage Loan, the day each Monthly Payment is due on such Mortgage Loan, exclusive of any days of grace.
Due Period: With respect to any Remittance Date, the period commencing on the second day of the month preceding the month of such
Remittance Date and ending on the first day of the month of the Remittance Date.
10
Effective Loan-to-Value Ratio or Effective LTV: With respect to any Additional Collateral Mortgage Loan, (i) the outstanding
principal amount of the Mortgage Loan less the value of any Additional Collateral related to such Mortgage Loan, divided by either
(ii) the Appraised Value of the Mortgaged Property at origination with respect to a Refinanced Mortgage Loan, or (iii) the lesser of
the Appraised Value of the Mortgaged Property at origination (or at such other date the Effective LTV is being calculated) and the
purchase price of the Mortgaged Property with respect to all other Mortgage Loans.
Eligible Account: An account that is (i) maintained at a depository institution, the short-term debt obligations (or, in the case of
a depository institution which is part of a holding company structure, the short-term debt obligations of such parent holding
company) of which have been rated by one or more Rating Agencies in the two highest short-term rating categories at the time of the
deposit therein, or (ii) a trust account maintained with a corporate trust department of a federal or state chartered depository
institution or trust company, which institution has a net worth of $500,000,000 or more and is acting in a fiduciary capacity.
Equity Refinanced Mortgage Loan: A Refinanced Mortgage Loan in which the Mortgagor used less than the entire amount of the proceeds
(net of any closing costs, including discount and origination fees and prepaid items) to refinance an existing mortgage loan and any
junior lien that existed on the related Mortgage Property at the date of origination of the Refinanced Mortgage Loan.
Escrow Account: Each separate Eligible Account (demand or other account) or accounts created and maintained pursuant to Section 4.06
of this Agreement, entitled "Morgan Stanley Dean Witter Credit Corporation, in trust for [name of Purchaser]" or such other title as
is requested by the Purchaser with respect to the related Mortgage Loans.
Escrow Payments: The amounts constituting ground rents, taxes, assessments, water charges, sewer rents, mortgage insurance premiums,
fire and hazard insurance premiums, and any other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to
the Mortgage or any other document.
11
Event of Default: Any one of the conditions or circumstances enumerated in Section 9.01.
FDIC: The Federal Deposit Insurance Corporation, or any successor in interest thereto.
Fidelity Bond: A fidelity bond to be maintained by the Seller pursuant to Section 4.12.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.
Fannie Mae: The Federal National Mortgage Association, or any successor in interest thereto.
Fannie Mae Guides: The Fannie Mae Sellers' Guide and the Fannie Mae Servicers' Guide and all amendments or additions thereto.
GAAP: Generally Accepted Accounting Principles, consistently applied.
Gross Margin: With respect to each Adjustable Rate Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note
to be added to the Index on each Interest Rate Adjustment Date in accordance with the terms of the related Mortgage Note to determine
the Mortgage Interest Rate for such Mortgage Loan, subject to any applicable Periodic Rate Cap and Maximum Mortgage Interest Rate.
HUD: The United States Department of Housing and Urban Development or any successor in interest thereto.
Index: With respect to each Adjustable Rate Mortgage Loan and each Interest Rate Adjustment Date, a rate per annum as set out in the
related Mortgage Note.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the related
Mortgaged Property.
Interest Rate Adjustment Date: With respect to each Adjustable Rate Mortgage Loan, the date specified in the related Mortgage Note on
which the Mortgage Interest Rate is adjusted.
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the sale or
assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise.
12
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan other than an Additional Collateral Mortgage Loan, the ratio of the
outstanding principal amount of the Mortgage Loan, to (i) the Appraised Value of the Mortgaged Property at origination with respect
to a Refinanced Mortgage Loan, and (ii) the lesser of the Appraised Value of the Mortgaged Property at origination (or at such other
date the LTV is being calculated)and the purchase price of the Mortgaged Property with respect to all other Mortgage Loans.
Maximum Mortgage Interest Rate: The maximum annual rate at which interest accrues on any adjustable rate Mortgage Loan in accordance
with the provisions of the related Mortgage Note.
Minimum Mortgage Interest Rate: The minimum annual rate at which interest accrues on any adjustable rate Mortgage Loan in accordance
with the provisions of the related Mortgage Note.
Monthly Advance: The aggregate of the advances made by the Seller on any Remittance Date pursuant to Section 5.03.
Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan which is payable by a Mortgagor under the
related Mortgage Note.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on an unsubordinated
estate in fee simple in real property securing the Mortgage Note; except that with respect to real property located in jurisdictions
in which the use of leasehold estates for residential properties is an accepted practice, the mortgage, deed of trust or other
instrument securing the Mortgage Note may secure and create a first lien upon a leasehold estate of the Mortgagor.
13
Mortgage File: The mortgage documents pertaining to a particular Mortgage Loan which are specified in items (1) through (8) in
Exhibit B hereto and any additional documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy as required by Section 4.11.
Mortgage Interest Rate: The annual rate at which interest accrues on any Mortgage Loan in accordance with the provisions of the
related Mortgage Note, which shall be adjusted from time to time with respect to Adjustable Rate Mortgage Loans.
Mortgage Interest Rate Cap: With respect to an adjustable rate Mortgage Loan, the limit on each Mortgage Interest Rate adjustment as
set forth in the related Mortgage Note.
Mortgage Loan: An individual Mortgage Loan which is the subject of this Agreement, each Mortgage Loan originally sold and subject to
this Agreement being identified on the applicable Mortgage Loan Schedule, which Mortgage Loan includes without limitation the
Mortgage File, the Servicing File, Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds and obligations arising from or in connection with such
Mortgage Loan excluding replaced or repurchased mortgage loans.
Mortgage Loan Documents: The documents listed in Exhibit B.
Mortgage Loan Payments: With respect to each Mortgage Loan; (i) all scheduled principal due after the related Cut-off Date, (ii) all
other recoveries of principal due and collected by Seller after the related Cut-off Date, and (iii) all payments of interest on the
Mortgage Loans at the Mortgage Loan Remittance Rate minus that portion of any such payment that is allocable to the period prior to
the related Cut-off Date; provided, however, that payments of scheduled principal and interest prepaid for a Due Date beyond the
related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date, and such principal and such
prepaid interest (minus the applicable Servicing Fee ) shall constitute a part of the Mortgage Loan Payments, and shall be deposited
by Seller into the related Custodial Account established for the benefit of Purchaser for subsequent remittance by Seller to
Purchaser pursuant to this Agreement.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the Purchaser, which shall
be equal to the related Mortgage Interest Rate minus the Servicing Fee Rate.
14
Mortgage Loan Schedule: The schedule of Mortgage Loans for a Transaction, which list shall set forth the following information with
respect to each Mortgage Loan:
(1) the loan number;
(2) the Mortgagor's name;
(3) the street address of the Mortgaged Property, including city, state and zip code;
(4) a code indicating whether the Mortgaged Property is owner occupied (i.e., primary residence, second residence, investor
property);
(5) the type of residential property constituting the Mortgaged Property;
(6) the original term to maturity;
(7) the Loan-to-Value Ratio at origination;
(8) the Mortgage Interest Rate at origination;
(9) the Mortgage Interest Rate as of the applicable Cut-off Date;
(10) the maturity date;
(11) the amount of the Monthly Payment as of the applicable Cut-off Date;
(12) the original principal balance of the Mortgage Loan;
(13) the principal balance of the Mortgage Loan as of Cut-off Date, after giving effect to all deduction of payments of
principal due on or before such Cut-off Date, whether or not received;
(14) code indicating the purpose of the Mortgage Loan (i.e., purchase, rate/term refinance, limited cash-out refinance or
cash-out refinance);
(15) a code indicating the documentation style (i.e., full, alternative or preferred alternative);
(16) the number of times during the twelve (12) month period preceding the applicable Closing Date that any Monthly Payment has
been received thirty (30) or more days after its Due Date;
15
(17) the date on which the first payment is due;
(18) with respect to Adjustable Rate Mortgage Loans, the initial Interest Rate Adjustment Date and the first Payment Adjustment
Date;
(19) with respect to Adjustable Rate Mortgage Loans, the next Interest Rate Adjustment Date;
(20) with respect to Adjustable Rate Mortgage Loans, the Gross Margin;
(21) with respect to Adjustable Rate Mortgage Loans, the Maximum Mortgage Interest Rate under the terms of the Mortgage Note;
(23) with respect to Adjustable Rate Mortgage Loans, the Minimum Mortgage Interest Rate under the terms of the Mortgage Note;
with respect to Adjustable Rate Mortgage Loans, a code indicating the type of Index;
(24) a code indicating whether the Mortgage Loan is a Convertible Mortgage Loan;
(25) a code indicating whether or not the Mortgage Loan is the subject of Primary Mortgage Insurance Policy;
(26) a code indicating the issuer of any related Primary Mortgage Insurance Policy;
(27) a code indicating the Credit Score of the Mortgagor, if any;
(28) the Primary Mortgage Insurance certificate number, if applicable;
(29) for each Mortgage Loan covered by a Primary Mortgage Insurance Policy, the amount of coverage, if applicable;
(30) a code indicating whether or not the Mortgage Loan is the subject of a prepayment penalty as well as the terms of the
prepayment penalty, if applicable;
(31) A code indicating whether the Mortgage Loan is a first or second lien on the Mortgaged Property;
(32) with respect to Adjustable Rate Mortgage Loans, the Periodic Rate Cap;
(33) The servicing fee with respect to such Mortgage Loan;
(34) A code indicating whether the Mortgage Loan is a Balloon Mortgage Loan; and
(35) A code indicating whether the Mortgage Loan is an Additional Collateral Mortgage Loan.
16
With respect to the aggregate Mortgage Loans in the pool, the related Mortgage Loan Schedule shall set forth the following
information, as of the applicable Cut-off Date:
(1) the number of Mortgage Loans;
(2) the current unpaid principal balance of the Mortgage Loans;
(3) the weighted average Mortgage Interest Rate of the Mortgage Loans; and
(4) the weighted average maturity of the Mortgage Loans.
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.
Mortgaged Property: The underlying real property securing repayment of a Mortgage Note, consisting of: (i) a fee simple interest in a
single parcel of real estate considered to be real estate under the laws of the jurisdiction in which such real property is located,
which may include condominium units and planned unit developments, improved by a residential dwelling; (ii) a single Cooperative
Apartment including stock certificates evidencing ownership in such Cooperative Apartment, the proprietary lease and all attendant
right, title and interest thereto; or (iii) with respect to real property located in jurisdictions in which the use of leasehold
estates for residential properties is an accepted practice, a leasehold estate of the Mortgagor, the term of which is equal to or
longer than the term of the Mortgage.
Mortgagor: The obligor on a Mortgage Note.
OCC: Office of the Comptroller of the Currency, or any successor in interest.
Officers' Certificate: A certificate signed by the Chairman of the Board, the President, a Senior Vice President, Vice President, the
Assistant Treasurer, Secretary or Assistant Secretary, as applicable, of the Seller and delivered to the Purchaser as required by
this Agreement.
OTS: Office of Thrift Supervision, or any successor in interest.
Payment Adjustment Date: With respect to each Adjustable Rate Mortgage Loan, the first date on which payments thereon may be
adjusted and all subsequent such dates of adjustment, as set forth in the related Mortgage Loan Schedule and in the related Mortgage
Note.
Periodic Rate Cap: With respect to each Adjustable Rate Mortgage Loan as to which the related Mortgage Loan Schedule indicates the
existence of Periodic Rate Cap, the provision of the related Mortgage Note that provides for a maximum amount by which the Mortgage
Interest Rate may increase (or, if so indicated on such Mortgage Loan Schedule, decrease) on an Interest Rate Adjustment Date from
the Mortgage Interest Rate in effect immediately prior to such Interest Rate Adjustment Date.
17
Permitted Investment: Any one or more of the following:
(i) direct obligations of, or obligations fully guaranteed as to principal and interest by, the United States or any agency
or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States;
(ii) repurchase obligations (the collateral for which is held by a third party) with respect to any security described in
clause (i) above, provided that the long-term unsecured obligations of the party agreeing to repurchase such
obligations are at the time rated by each of the Rating Agencies in one of its two highest rating categories;
(iii) certificates of deposit, time deposits, demand deposits and bankers' acceptances of any bank or trust company
incorporated under the laws of the United States or any state thereof or the District of Columbia, provided that the
short-term commercial paper of such bank or trust company at the date of acquisition thereof has been rated by each of
the Rating Agencies in its highest rating;
(iv) money market funds rated by each of the Rating Agencies in its highest short-term debt rating category;
(v) commercial paper (having original maturities of not more than 365 days) of any corporation incorporated under the laws
of the United States or any state thereof or the District of Columbia which on the date of acquisition has been rated
by each of the Rating Agencies in its highest short-term rating category; and
(vi) any other obligation or security acceptable to each of the Rating Agencies (as certified by a letter from each of the
Rating Agencies to Purchaser) in respect of mortgage pass through certificates rated in one of its two highest rating
categories;
provided, that with the exception of U.S. Treasury Strips, no such instrument shall be a Permitted Investment if such instrument
evidences either (a) the right to receive interest only payments with respect to the obligations underlying such instrument or (b)
both principal and interest payments derived from obligations underlying such instrument where the principal and interest payments
with respect to such instruments provide a yield to maturity exceeding 120% of the yield to maturity at par of such underlying
obligation.
Person: Any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision thereof.
Prepayment Interest Shortfall: With respect to any Remittance Date and any Mortgage Loan that was the subject of a principal
prepayment during the related Principal Prepayment Period, an amount equal to one month's interest at the Mortgage Loan Remittance
Rate on the amount of such principal prepayment less the amount of interest (adjusted to the Mortgage Loan Remittance Rate) paid by
the Mortgagor in respect of such principal prepayment.
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Primary Mortgage Insurance Policy: With respect to each Mortgage Loan, each primary policy of mortgage insurance, if any, required
to be obtained by the Seller pursuant to Section 4.08.
Prime Rate: The prime rate announced to be in effect from time to time as published as the average rate in the Wall Street Journal.
Principal Prepayment: Any full or partial payment or other recovery of principal on a Mortgage Loan which is received in advance of
its scheduled Due Date.
Principal Prepayment Period: As to any Remittance Date, the calendar month preceding the month of distribution.
Program Documents: With respect to each Transaction, the related Purchase Price and Terms Letter, the related Warranty Bill of Sale,
this Agreement and each other document or instrument executed or delivered by Seller in connection with any of the foregoing.
Purchase Price: With respect to each Mortgage Loan listed on the Mortgage Loan Schedule for a Transaction, the price paid on the
applicable Closing Date by the Purchaser to the Seller in exchange for the Mortgage Loans, which amount shall equal the sum of (i)
the related Purchase Price Percentage multiplied by the unpaid principal balance of such Mortgage Loan as of the related Cut-off
Date, after application of scheduled payments of principal due on or before such Cut-off Date whether or not collected, and (ii)
interest scheduled to accrue on the unpaid principal balance of such Mortgage Loan at the Mortgage Loan Remittance Rate, from the
related Cut-off Date to the day prior to the related Closing Date, inclusive.
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Purchase Price Percentage: With respect to each Mortgage Loan, the percentage of par set forth in the related Purchase Price and
Terms Letter (subject to adjustment as provided therein) at which Purchaser will purchase the Mortgage Loan from Seller on the
Closing Date.
Purchase Price and Terms Letter: With respect to each Transaction, the letter agreement or agreements by and between Seller and
Purchaser setting forth the general terms and conditions of such Transaction to be consummated as provided herein, with a copy of the
related initial list of Mortgage Loans proposed for the transaction subject thereto. The related Purchase Price and Terms Letter
shall set forth (i) the approximate unpaid principal balance of Mortgage Loans for the related Transaction, (ii) the related Cut-off
Date, (iii) the proposed Closing Date, (iv) the related Purchase Price Percentage, (v) the related Servicing Fee Rate, and (vi) such
other matters as the parties may agree.
Purchase Price Premium: the excess of the Purchase Price over par, as applicable.
Purchaser: E*Trade Bank, its successors in interest and assigns.
Qualified Appraiser: An appraiser who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the
security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and such appraiser and
the appraisal made by such appraiser both satisfy the requirements set forth in the Fannie Mae Guides and in Title XI of FIRREA and
the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.
Qualified Insurer: An insurance company duly qualified as such under the laws of the states in which the Mortgaged Properties are
located, duly authorized and licensed in such states to transact the applicable insurance business and to write the insurance, and
which meets the requirements of Fannie Mae.
20
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by Seller for a Deleted Mortgage Loan which must, on the date of such
substitution (i) have an outstanding principal balance, after deduction of all scheduled payments due in the month of substitution
(or in the case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an aggregate principal balance), not in
excess of the outstanding principal balance of the Deleted Mortgage Loan (the amount of any shortfall to be deposited into the
Custodial Account by Seller from its own funds in the month of substitution pursuant to Section 4.04(vii) of this Agreement), (ii)
have a Mortgage Interest Rate which is within one percent (1%) per annum of the Deleted Mortgage Loan, (iii) have a remaining term to
maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan, and (iv) comply with each
representation and warranty set forth in Section 3.02 of this Agreement
Rating Agencies: Standard & Poor's, a division of McGraw Hill Companies, Inc., Moody's Ratings Services or any other nationally
recognized statistical rating organization issuing ratings with respect to mortgage backed securities.
Reconstitution: As defined in Section 11.17.
Reconstitution Agreement: As defined in Section 11.17.
Record Date: The close of business of the last Business Date of the month preceding the month of the related Remittance Date
Refinanced Mortgage Loan: A Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property prior to the origination of
such Mortgage Loan and substantially all of the proceeds of which (net of any closing costs, including discount and origination fees
and prepaid items) were used in whole or part to satisfy an existing mortgage on the Mortgaged Property.
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REMIC: A real estate mortgage investment conduit, as such term is defined by the Code.
Remittance Date: The 18th day of any month, beginning with the month following the month of the related Closing Date, or, if such
18th day is not a Business Day, the first Business Day immediately preceding such 18th day.
REO Disposition : The final sale of any REO Property.
REO Disposition Proceeds: Amounts received by the Seller in connection with a related REO Disposition.
REO Property: A Mortgaged Property acquired by the Seller on behalf of the Purchaser as described in Section 4.13.
Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the unpaid principal balance ("UPB") of the Mortgage Loan
on the date of repurchase, plus (ii) accrued interest on such outstanding principal balance at the Mortgage Interest Rate from the
last date through which interest has been paid and distributed to the Purchaser through the last day of the month of repurchase, plus
(iii) in the event the repurchase demand is made within nine (9) months of the Closing Date with respect to the Mortgage Loan, the
Purchase Price Premium, if any, multiplied by the UPB on the date of repurchase, except with respect to a repurchase pursuant to
Section 3.04 of this Agreement, in which case there shall be no recapture of the Purchase Price Premium, plus (iv) third party
expenses incurred in connection with the transfer of the Mortgage Loan being repurchased and any unreimbursed Servicing Advances with
respect to such Mortgage Loan, less (v) amounts received or advanced in respect of such repurchased Mortgage Loan which are being
held in the Custodial Account for distribution in the month of repurchase.
Seller: Morgan Stanley Dean Witter Credit Corporation, its successors in interest and permitted assigns.
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Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable attorneys' fees
and disbursements) incurred in the performance by the Seller of its servicing obligations, including, but not limited to, the cost of
(a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement, administrative or judicial
proceedings, or any legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to,
foreclosures, bankruptcies, condemnations, drug seizures, elections, foreclosures by subordinate or superior lienholders, and other
legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable and that the Seller
specifies the Mortgage Loan(s) to which such expenses relate, and provided further that any such enforcement, administrative or
judicial proceeding does not arise out of a breach of any representation, warranty or covenant of the Seller hereunder), (c) the
management and liquidation of the Mortgaged Property if the Mortgaged Property is acquired in full or partial satisfaction of the
Mortgage, (d) taxes, assessments, water rates, sewer rates and other charges which are or may become a lien upon the Mortgaged
Property, and any Primary Mortgage Insurance Policy premiums and fire and hazard insurance coverage, and (e) compliance with the
obligations under Section 4.08.
Servicing Fee: With respect to each Mortgage Loan the amount of the annual fee the Purchaser shall pay to the Seller, which shall,
for a period of one full month, be equal to one twelfth of the product of (a) the Servicing Fee Rate and (b) the outstanding
principal balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same principal amount and
period respecting which any related interest payment on a Mortgage Loan is computed. The obligation of the Purchaser to pay the
Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion (including recoveries with respect to
interest from Liquidation Proceeds, to the extent permitted by Section 4.05) of such Monthly Payment collected by the Seller, or as
otherwise provided under Section 4.05.
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Servicing Fee Rate: The Servicing Fee Rate shall be a rate per annum set forth in the related Purchase Price and Terms Letter.
Servicing File: With respect to each Mortgage Loan, the file retained by the Seller consisting of originals of items (9) – (26)
listed in Exhibit B.
Servicing Officer: Any officer of the Seller involved in, or responsible for, the administration and servicing of the Mortgage Loans
whose name appears on a list of servicing officers furnished by the Seller to the Purchaser upon request, as such list may from time
to time be amended.
Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of such Mortgage Loan
at the applicable Cut-off Date after giving effect to payments of principal due on or before such date, whether or not received,
minus (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan representing payments or recoveries
of principal or advances in lieu thereof.
Subservicer: Any Person with which the Servicer has entered into a Subservicing Agreement and which meets the qualifications of a
Subservicer pursuant to Section 4.01.
Subservicing Account: An account established by a Subservicer which meets the requirements set forth in Section 4.04 and is
otherwise acceptable to the Servicer, and which must be an Eligible Account.
Subservicing Agreement: Any written agreement between the Seller and a Subservicer relating to the servicing and administration of
the Mortgage Loans as provided in Section 4.01.
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Surety Agreement: The Surety Bond Reimbursement Agreement dated March 17, 1999 between the Surety Bond Issuer and the Servicer
pursuant to which the Surety Bond Issuer has issued the Surety Bond, as the same may be amended, modified, restated or supplemented
from time to time.
Surety Bond: The limited purpose Surety Bond, dated March 17, 1999, issued by the Surety Bond Issuer in favor of the Seller, as the
same may be amended, modified, restated or supplemented from time to time.
Surety Bond Issuer: AMBAC Assurance Corp. its successors in interest and assigns.
Trading Account: With respect to any Additional Collateral Mortgage Loan as to which an Additional Collateral Pledge Agreement was
made, the account in which are held the securities and other assets that are subject to such Additional Collateral Pledge Agreement.
Transaction: The sale by Seller to Purchaser, and the purchase by Purchaser from Seller, of one or more Mortgage Loans on a Closing
Date, as evidenced by the execution and delivery by Seller to Purchaser, of a Warranty Bill of Sale.
Underwriting Guide: The Underwriting Guide of Seller in effect at the time of origination of the related Mortgage Loans as approved
by Purchaser, a copy of which is attached hereto as Exhibit C.
Warranty Bill of Sale: The warranty bill of sale executed and delivered by Seller to Purchaser on a Closing Date, evidencing the sale
of the related Mortgage Loans by Seller to Purchaser and setting forth certain representations and warranties of Seller with respect
thereto, in the form attached hereto as Exhibit E.
ARTICLE II
SERVICING OF MORTGAGE LOANS; RECORD TITLE AND POSSESSION OF MORTGAGE FILES;
BOOKS AND RECORDS; DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01 Agreement to Purchase.
(a) The Seller may offer to sell and the Purchaser may elect to purchase from time to time the Mortgage Loans in one or more
Transactions pursuant to the terms and conditions of the Program Documents. The agreement of Seller to sell to Purchaser and of
Purchaser to purchase from Seller, Mortgage Loans on a particular Closing Date shall be evidenced by the execution of a Purchase
Price and Terms Letter. The Seller shall deliver the related Mortgage Loan Schedule for the Mortgage Loans to be purchased on the
applicable Closing Date to the Purchaser at least four (4) Business Days prior to such Closing Date or as otherwise agreed by the
parties. The obligation of Purchaser to purchase any Mortgage Loan from Seller on any particular Closing Date shall be subject to
the satisfaction of the conditions precedent to Purchaser's obligations to purchase set forth in Section 2.01(b).
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(b) On each respective Closing Date (i) Seller will sell, transfer, assign, set over and convey to Purchaser without recourse,
all of the right, title and interest of Seller in and to the Mortgage Loans included in such Transaction, including all Mortgage Loan
Payments, and (ii) Purchaser shall pay to Seller, by wire transfer of immediately available funds to the account of Seller, the
Purchase Price for each Mortgage Loan included in such Transaction, subject to the satisfaction of the following conditions to
Purchaser's obligation to purchase the Mortgage Loans.
(A) All of the representation and warranties of Seller under the Program Documents shall be true and correct in all material
respects as of the Closing Date, and no event shall have occurred that, with notice, would constitute a default
under any Program Document;
(B) Purchaser shall have received, or Purchaser's attorneys shall have received in escrow, the Closing Documents, in
such forms as are agreed upon and as are acceptable to Purchaser, duly executed by all signatories other than
Purchaser required pursuant to the respective terms thereof;
(C) Seller shall have delivered and released to Purchaser or Purchaser's custodian all documents required under the
Program Documents; and
(D) Seller shall have complied with all other terms and conditions of this Agreement.
Section 2.02 Intentionally Omitted.Section 2.03 Servicing of Mortgage Loans.
The Seller does hereby agree to service the Mortgage Loans listed on each Mortgage Loan Schedule subject to the terms of this
Agreement. The rights of the Purchaser to receive payments with respect to the related Mortgage Loans shall be as set forth in this
Agreement.
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Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files.
As of the applicable Closing Date, the Seller sells, transfers, sets over and conveys the Mortgage Loans to the Purchaser, without
recourse, and the Seller hereby acknowledges that the Purchaser shall have subject to the terms of this Agreement, all the right,
title and interest of the Seller in and to the Mortgage Loans. The delivery of the Mortgage Files shall be on the applicable Closing
Date at the expense of the Seller. The Seller shall maintain a Servicing File. From the applicable Closing Date, the ownership of
each related Mortgage Loan, including the Mortgage Note, the Mortgage, the contents of the related Mortgage File and Servicing File
and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith, shall be vested in the Purchaser.
All rights arising out of the Mortgage Loans including, but not limited to, all funds received on or in connection with the Mortgage
Loans and all records or documents with respect to the Mortgage Loans prepared by or which come into the possession of the Seller
shall be received and held by the Seller for the benefit of the Purchaser as the owner of the Mortgage Loans.
Section 2.05 Books and Records.
The Seller shall be responsible for maintaining, and shall maintain, a complete set of books and records for the Mortgage Loans which
shall appropriately be reflected in the Seller's books and records to clearly reflect the ownership of each Mortgage Loan by the
Purchaser, and subsequent assignments and transfers of the Mortgage Loans. pursuant to Section 2.06 hereof. At the reasonable request
of Purchaser, the Seller shall promptly deliver to Purchaser a Mortgage Loan Schedule setting forth all Mortgage Loans that the
Seller then services and administers for Purchaser under this Agreement; provided, however, that the information contained on such
Mortgage Loan Schedule may be as of the Closing Date for each respective Mortgage Loan and may consist of the Mortgage Loan
Schedule(s) attached to the Warranty Bill(s) of Sale for such Mortgage Loans, with manual deletions or additions thereto or other
revisions thereof. In particular, the Seller shall maintain in its possession, available for inspection by the Purchaser, or its
designee and shall deliver to the Purchaser upon demand, evidence of compliance with all federal, state and local laws, rules and
regulations, and requirements of Fannie Mae, as applicable, including but not limited to documentation as to the method used in
determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the Mortgaged Property,
documentation evidencing insurance coverage and eligibility of any condominium project for approval by Fannie Mae (if required under
the Underwriting Guide) and periodic inspection reports as required by Section 4.13. To the extent that original documents are not
required for purposes of realization of Liquidation Proceeds or Insurance Proceeds, documents maintained by the Seller may be in the
form of microfilm or microfiche or such other reliable means of recreating original documents. The Seller shall maintain with respect
to each Mortgage Loan and shall make available for inspection by any Purchaser or its designee the related Servicing File during the
time the Purchaser retains ownership of a Mortgage Loan and thereafter in accordance with applicable laws and regulations.
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In addition to the foregoing, Seller shall provide to any supervisory agents or examiners that regulate Purchaser, including but not
limited to, the OTS, the FDIC and other similar entities, access, during normal business hours, upon reasonable advance notice to
Seller and without charge to Seller or such supervisory agents or examiners, any documentation regarding the Mortgage Loans if
required by applicable law or regulation.
Section 2.06 Transfer of Mortgage Loans.
The Seller shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe,
the Seller shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance
with the terms hereof. For the purposes of this Agreement, the Seller shall be under no obligation to deal with any person with
respect to this Agreement or any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has been delivered to the Seller
in accordance with this Section 2.06 and the books and records of the Seller show such person as the owner of the Mortgage Loan. The
Purchaser may, subject to the terms of this Agreement, assign, sell or transfer (each a "Transfer") any of Purchaser's interest in
and to any of the Mortgage Loans. Notwithstanding the foregoing, Purchaser shall not make any Transfer of Mortgage Loans with an
aggregate unpaid principal balance less than $5,000,000 to any Person. The transferee will not be deemed to be a Purchaser hereunder
binding upon the Seller unless a copy of an assignment, assumption and recognition of this Agreement, mutually agreeable to the
parties, executed by the transferee shall have been delivered to the Seller. The Purchaser also shall advise the Seller of the
transfer.
Section 2.07 Examination of Mortgage Files; Delivery of Mortgage Loan Documents.
Prior to or following each Closing Date (as mutually agreed upon by the parties and specified in the applicable Purchase Price and
Terms Letter), the Seller shall make available to the Purchaser, or its designee, documents comprising the Mortgage and Servicing
Files, for examination at the Seller's offices or such other location as shall be agreed upon by the Purchaser and the Seller. Such
examination may be made by the Purchaser or its designee upon reasonable notice to the Seller and during normal business hours at a
time acceptable to the Purchaser and the Seller for purposes of ensuring that the Mortgage Loans have been underwritten in accordance
with the Underwriting Guide and to ensure conformity with the terms of the related Purchase Price and Terms Letter. If the Purchaser
makes such examination prior to the related Closing Date and determines, in its sole discretion, that any Mortgage Loan that does not
conform to the Underwriting Guide or the terms of the related Purchase Price and Terms Letter, such Mortgage Loans shall be deleted
from the Mortgage Loan Schedule and may, at the Purchaser's option, be replaced by a Qualified Substitute Mortgage Loan. If the
Purchaser makes such examination after the related Closing Date and determines, in its sole discretion, that any Mortgage Loan does
not so conform to the Underwriting Guide or the terms of the related Purchase Price and Terms Letter, Seller shall repurchase such
Mortgage Loan(s), at the Repurchase Price, upon Purchaser's written notice. The Purchaser may, at its option and without notice to
the Seller, purchase some or all of the Mortgage Loans without conducting any partial or complete examination. The fact that the
Purchaser or its designee has conducted or has failed to conduct any partial or complete examination of the documents comprising the
Mortgage Files and Servicing Files shall not affect the Purchaser's (or any of its successor's) rights to demand repurchase,
substitution or other relief as provided herein.
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On each Closing Date, the Seller shall release to the Purchaser or its designee the related Mortgage Loan Documents. No later than
four (4) Business Days prior to each Closing Date, and notwithstanding the preceding paragraph, the related Mortgage Loan Documents
enumerated as items (1) and (4) in Exhibit B hereto shall be delivered by the Seller to the Purchaser (or its designee pursuant to a
bailee letter agreement). No later than thirty (30) days after the related Closing Date, Seller shall, with respect to each Mortgage
Loan, deliver to Purchaser the Mortgage Loan Documents enumerated as items (2), (3), (5), (6), (7) and (8) in Exhibit B. The
remaining documents constituting the Mortgage Loan Documents enumerated as items (9) through (26) in Exhibit B shall be part of the
Servicing File and shall be held by the Seller separately as custodian and for the sole benefit and on behalf of the Purchaser, and
shall be delivered, at the Purchaser's request, to the Purchaser or its designee within five (5) Business Days from such request. If
the Seller cannot deliver the original Mortgage Loan Documents or the original policy of title insurance, including riders and
endorsements thereto, within 30 days after the related Closing Date, the Seller shall, promptly upon receipt thereof and in any case
not later than 90 days from such Closing Date, deliver such original documents, including original recorded documents, to the
Purchaser or its designee (unless the Seller is delayed in making such delivery by reason of the fact that such documents shall not
have been returned by the appropriate recording office). If delivery is not completed within 90 days solely due to delays in making
such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office, the Seller
shall have an additional ninety (90) days in which to deliver such documents to the Purchaser, or its designee. If delivery is not
completed within 180 days of such Closing Date, at the Purchaser's option, the Seller will repurchase such Mortgage Loan in
accordance with Section 3.03, or the Purchaser, in its sole discretion, will extend in writing the time period for Seller to effect
delivery; and further provided that at the expiration of such extension, if the documents have not been received, Seller will
repurchase such Mortgage Loan in accordance with Section 3.03.
The Seller shall prepare, executed in blank and in recordable form, all Assignments necessary to assign the Mortgage Loans to
Purchaser, or its designee. Except as required under this Agreement or as requested by Purchaser, the Assignments shall not be
recorded for so long as Seller is the servicer of the Mortgage Loans under this Agreement or any Reconstitution Agreement. Except as
otherwise provided in this paragraph, all costs associated with the preparation of Assignments and recording fees related to the
recordation of Assignments hereunder shall be paid by Purchaser.
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To the extent not delivered on the applicable Closing Date, the Seller shall provide a copy of the title insurance policy to the
Purchaser or its designee within ninety (90) days of the applicable Closing Date.
The Seller shall forward to the Purchaser, or its designee, within one week of their execution, original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with Section 4.01 or Section
6.01; provided, however, that the Seller shall provide the Purchaser, or its designee, with a certified true copy of any such
document submitted for recordation, and shall provide the original of any document submitted for recordation within sixty (60) days
of its submission for recordation.
From time to time the Seller may have a need for Mortgage Loan Documents to be released from Purchaser, or its designee. The
Purchaser shall, upon the written request of the Seller, within ten (10) Business Days, deliver (or cause to be delivered) to the
Seller, any requested documentation previously delivered to Purchaser, or its designee, as part of the Mortgage File, provided that
such documentation is promptly returned to Purchaser, or its designee, as the case may be, when the Seller no longer requires
possession of the document, and provided that during the time that any such documentation is held by the Seller, such possession is
for the benefit of Purchaser. The Seller shall indemnify the Purchaser from and against any and all losses, claims, damages,
penalties, fines, forfeitures, costs and expenses (including court costs and reasonable attorney's fees) resulting from or related to
the loss, damage, or misplacement of any documentation delivered to the Seller pursuant to this paragraph.
Section 2.08 Quality Control Procedures.
The Seller currently has and shall maintain at all times an internal quality control program that verifies, on a regular basis, the
existence and accuracy of the legal documents, credit documents, property appraisals, and underwriting decisions. The program is to
ensure that the Mortgage Loans are originated and serviced in accordance with prudent mortgage banking practices. .
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER; REPURCHASE; REVIEW OF MORTGAGE LOANS
Section 3.01 Representations and Warranties of the Seller.
The Seller represents, warrants and covenants to the Purchaser that as of each Closing Date or as of such date specifically provided
herein:
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(a) The Seller is duly organized, validly existing and in good standing under the laws of the state of Delaware and has all
licenses necessary to carry out its business as now being conducted, and is licensed in, qualified to transact business in and is
in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise exempt under applicable
law from such licensing or qualification in order to conduct business of the type conducted by Seller, and no demand for such
licensing or qualification has been made upon such Seller by any such state, and Seller is in compliance with the laws of any
such state to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loans in
accordance with the terms of this Agreement;
(b) The Seller has the full power and authority and legal right to hold, transfer and convey each Mortgage Loan, to sell each
Mortgage Loan to execute and deliver and perform, and to enter into and consummate all transactions contemplated by this
Agreement and to conduct its business as presently conducted. The Seller has duly authorized the execution, delivery and
performance of this Agreement and any agreements contemplated hereby, has duly executed and delivered this Agreement, and
any agreements contemplated hereby, and this Agreement and each Assignment of Mortgage to the Purchaser and any agreement
contemplated hereby, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance
with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium,
reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity,
regardless of whether enforcement is sought in a proceeding in equity or at law; and all requisite corporate action has been
taken by the Seller to make this Agreement and all agreements contemplated hereby valid and binding upon the Seller in
accordance with their terms; as of the date of the respective Purchase Price and Terms Letter and as of the respective
Closing Date, the Purchase Price and Terms Letter has been duly authorized, executed and delivered by Seller, and the
Purchase Price and Terms Letter constitutes the legal, valid and binding agreement of Seller, enforceable against Seller in
accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation,
moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of
equity, regardless of whether enforcement is sought in a proceeding in equity or at law;
(c) The execution and delivery of the Program Documents, the origination of the Mortgage Loans by the Seller, the sale of the
Mortgage Loans to the Purchaser, the consummation of the transactions herein or therein contemplated, or the fulfillment of
or compliance with the terms and conditions hereof or thereof will not conflict with any of the terms, conditions or
provisions of the Seller's certificate of incorporation or by laws or materially conflict with or result in a material
breach of any of the terms, conditions or provisions of any legal restriction or any agreement or instrument to which the
Seller is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the
foregoing, or result in the material violation of any law, rule, regulation, order, judgment or decree to which the Seller
or its property is subject;
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(d) There is no litigation, suit, proceeding or investigation pending or, to the Seller's knowledge, threatened, or any order or
decree outstanding, with respect to the Seller which is reasonably likely to have a material adverse effect on the sale of
the Mortgage Loans, the execution, delivery, performance or enforceability of this Agreement, or which is reasonably likely
to have a material adverse effect on the financial condition of the Seller;
(e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Seller of or compliance by the Seller with any of the Program Documents, except for
consents, approvals, authorizations and orders which have been obtained prior to the Closing Date;
(f) The consummation of the transactions contemplated by this Agreement is in the ordinary course of business of the Seller;
(g) The Seller will treat the sale of the Mortgage Loans to the Purchaser as a sale, for federal income tax purposes to the
extent appropriate;
(h) Seller is an approved seller/servicer of residential fixed and adjustable rate mortgage loans for Fannie Mae in good
standing and is a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Section 203 of the
National Housing Act, with such facilities, procedures and personnel necessary for the sound servicing of mortgage loans of
the same type as the Mortgage Loans. The Seller is duly qualified, licensed, registered and otherwise authorized under all
applicable federal, state and local laws, and regulations, and is in good standing to sell mortgage loans to and service
mortgage loans for Fannie Mae. No event has occurred which would render the Seller unable to comply with Fannie Mae
eligibility requirements or that would require notification to Fannie Mae;
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(i) The Seller has no reason or cause to believe that it cannot perform each covenant contained in this Agreement;
(j) Neither this Agreement nor any statement, form, report or other document furnished or to be furnished pursuant to this
Agreement or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of
material fact, or omits or will omit to state any material fact necessary to make the statements contained herein or
therein, in light of the circumstances under which they were made, not misleading;
(k) The Seller has delivered to the Purchaser financial statements as to its last two complete fiscal years. There has been no
change in the business, operations, financial condition, properties or assets of the Seller since the date of the Seller's
financial statements that would have a material adverse effect on its ability to perform its obligations under this
Agreement;
(l) Seller will pay any commission or compensation to any broker, investment banker, agent or other person that may be entitled
thereto in connection with the sale of the Mortgage Loans.
Section 3.02 Representations and Warranties as to Individual Mortgage Loans.
References in this Section to percentages of Mortgage Loans refer in each case to the percentage of the aggregate principal balance
of the Mortgage Loans as of the related Cut-off Date, based on the outstanding balances of the Mortgage Loans as of such Cut-off
Date, and giving effect to scheduled Monthly Payments due on or prior to such Cut-off Date, whether or not received. References to
percentages of Mortgaged Properties refer, in each case, to the percentages of expected aggregate principal balances of the related
Mortgage Loans (determined as described in the preceding sentence). The Seller hereby represents and warrants to the Purchaser, as to
each Mortgage Loan, as of the related Closing Date or such other date specified herein:
(a) The information set forth in the related Mortgage Loan Schedule and the related magnetic tape(s) or diskette(s) is complete,
true and correct in all material respects;
(b) The Mortgage creates a valid first lien in an estate in fee simple in real property securing the related Mortgage Note;
(c) As of the related Closing Date, the Mortgage Loan is not delinquent in payment more than 30 days and the Mortgage Loan has
not been dishonored; there are no material defaults under the terms of the Mortgage Loan; the Seller has not advanced funds, or
induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject
to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan; there has been no more than
one delinquency during the preceding twelve month period and such delinquency did not last more than 30 days;
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(d) There are no defaults in complying with the terms of the Mortgage, and all taxes, governmental assessments, insurance
premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have
been paid, or escrow funds have been established in an amount sufficient to pay for every such escrowed item which remains
unpaid and which has been assessed but is not yet due and payable. There are no defaults in complying with the terms of any
Additional Collateral Pledge Agreements;
(e) The terms of the Mortgage Note and the Mortgage, and the terms of any Additional Collateral Pledge Agreement, have not been
impaired, waived, altered or modified in any respect, except by written instruments which have been recorded to the extent
any such recordation is required by law, or, necessary to protect the interest of the Purchaser. No instrument of waiver,
alteration or modification has been executed, and no Mortgagor has been released, in whole or in part, from the terms
thereof except in connection with an assumption agreement and which assumption agreement is part of the Mortgage File and
the terms of which are reflected in the related Mortgage Loan Schedule; the substance of any such waiver, alteration or
modification has been approved by the issuer of any related Primary Mortgage Insurance Policy and title insurance policy, to
the extent required by the related policies;
(f) None of the Mortgage Note, the Mortgage or any Additional Collateral Pledge Agreement is subject to any right of rescission,
set off, counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of any of the
terms of the Mortgage Note, the Mortgage, or any Additional Collateral Pledge Agreement, or the exercise of any right
thereunder, render the Mortgage Note, the Mortgage, or any Additional Collateral Pledge Agreement unenforceable, in whole or
in part, or subject to any right of rescission, set off, counterclaim or defense, including the defense of usury, and no
such right of rescission, set off, counterclaim or defense has been asserted by any Person with respect thereto, and the
Mortgagor was not a debtor in any federal bankruptcy proceeding at the time the Mortgage Loan was originated;
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(g) All buildings or other customarily insured improvements upon the Mortgaged Property, are insured by an insurer generally
acceptable under the Fannie Mae Guides, against loss by fire, hazards of extended coverage and such other hazards as are
provided for in the Fannie Mae Guides as well as all additional requirements set forth in Section 4.10 of this Agreement.
All such standard hazard policies are in full force and effect and on the date of origination contained a standard mortgagee
clause naming the Seller and its successors in interest and assigns as loss payee and such clause is still in effect and all
premiums due thereon have been paid. If the Mortgaged Property is located in an area identified by the Federal Emergency
Management Agency as having special flood hazards under the National Flood Insurance Act of 1994, as amended, the Mortgage
Loan is covered by a flood insurance policy, in the amount required under the National Flood Insurance Act of 1994, meeting
the requirements of the current guidelines of the Federal Insurance Administration which policy conforms to Fannie Mae
requirements, as well as all additional requirements set forth in Section 4.10 of this Agreement. Such policy was issued by
an insurer acceptable under the Fannie Mae Guides. The Mortgage obligates the Mortgagor thereunder to maintain all such
insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the
Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from the
Mortgagor;
(h) Any and all requirements of any federal, state or local law including, without limitation, usury, truth lending, real estate
settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Mortgage
Loan and/or Trading Account have been complied with and the consummation of the transactions contemplated hereby will not
involve the violation of any such laws or regulations;
(i) The Mortgage has not been satisfied, canceled or subordinated, in whole or in part, or rescinded, and the Mortgaged Property
has not been released from the lien of the Mortgage, in whole or in part nor has any instrument been executed that would
effect any such release, cancellation, subordination or rescission. The Seller has not waived the performance by the
Mortgagor of any action, if the Mortgagor's failure to perform such action would cause the Mortgage Loan or the Additional
Collateral Pledge Agreement to be in default, nor has the Seller waived any default resulting from any action or inaction by
the Mortgagor;
(j) The Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged Property, as specified in the
applicable Purchase Price and Terms Letter and Mortgage Loan Schedule, including all buildings on the Mortgaged Property and
all installations and mechanical, electrical, plumbing, heating and air conditioning systems affixed to such buildings, and
all additions, alterations and replacements made at any time with respect to the foregoing securing the Mortgage Note's
original principal balance. The Mortgage and the Mortgage Note do not contain any evidence of any security interest or other
interest or right thereto. Such lien is free and clear of all adverse claims, liens and encumbrances having priority over
the lien of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and assessments not yet
due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the public record
as of the date of recording which are acceptable to mortgage lending institutions generally, and either (A) which are
referred to or otherwise considered in the appraisal made for the originator of the Mortgage Loan, or (B) which do not
adversely affect the appraised value of the Mortgaged Property as set forth in such appraisal, and (3) other matters to
which like properties are commonly subject which do not materially interfere with the benefits of the security intended to
be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. Any security
agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes
and creates a valid, subsisting, enforceable first lien and perfected first priority security interest on the property
described therein, and the Seller has the full right to sell and assign the same to the Purchaser;
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(k) The Mortgage Note and the related Mortgage and any Additional Collateral Pledge Agreement are original and genuine and each
is the legal, valid and binding obligation of the maker thereof, enforceable in all respects in accordance with its terms
subject to bankruptcy, insolvency and other laws of general application affecting the rights of creditors and the Seller has
taken all action necessary to transfer such rights of enforceability to the Purchaser. All parties to the Mortgage Note and
the Mortgage and any Additional Collateral Pledge Agreement had, to Seller's knowledge, the legal capacity to enter into the
Mortgage Loan and the legal capacity to execute and deliver the Mortgage Note and the Mortgage and any Additional Collateral
Pledge Agreement. The Mortgage Note and the Mortgage and any Additional Collateral Pledge Agreement have been duly and
properly executed by such parties. No fraud, material omission or material misrepresentation with respect to a Mortgage
Loan or a Trading Account has taken place on the part of any Person, including, without limitation, the Seller, the
Mortgagor, or any third party involved in the origination of the Mortgage Loan or the establishment of the Trading Account.
The proceeds of the Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder, and
any and all requirements as to completion of any on site or off site improvements and as to disbursements of any escrow
funds therefor have been complied with, or a repair escrow has been established as permitted in the applicable Underwriting
Guidelines. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage
were paid or are in the process of being paid, and the Mortgagor is not entitled to any refund of any amounts paid or due
under the Mortgage Note or Mortgage;
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(l) The Seller is the sole owner of record and holder of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note,
except for the Assignments of Mortgage which have been sent for recording, and upon recordation the Seller will be the owner
of record of the Mortgage and the indebtedness evidenced by the Mortgage Note, and upon the sale of the Mortgage Loan to the
Purchaser, the Seller will retain the Servicing File only for the purpose of servicing and supervising the servicing of the
Mortgage Loan. Immediately prior to the transfer and assignment to the Purchaser, the Mortgage Loan, including the Mortgage
Note and the Mortgage, were not subject to an assignment or pledge, and the Seller had good and marketable title to and was
the sole owner thereof and had full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any
encumbrance, equity, lien, pledge, charge, claim or security interest and has the full right and authority subject to no
interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan pursuant to this
Agreement and following the sale of the Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of any
encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Seller intends to
relinquish all rights to possess, control and monitor the Mortgage Loan, except for the purposes of servicing the Mortgage
Loan as set forth in this Agreement, and maintaining possession and "control" (as defined in UCC 8-106) of the Additional
Collateral on behalf of the Purchaser. After the applicable Closing Date, the Seller will have no right to modify or alter
the terms of the sale of the Mortgage Loan and the Seller will have no obligation or right to repurchase the Mortgage Loan
or substitute another Mortgage Loan, except as provided in this Agreement, or as otherwise agreed to by the Seller and the
Purchaser;
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(m) The Mortgage Loan is covered by an ALTA lender's title insurance policy or other generally acceptable form of policy or
insurance acceptable to Fannie Mae, issued by a title insurer acceptable to Fannie Mae and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in Section 3.02 (j) (1),
(2) and (3) above) the Seller, its successors and assigns, as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan. Such lender's title insurance policy affirmatively insures ingress and egress and
against encroachment by or upon the Mortgaged Property or any interest therein and contains any customary environmental
indemnity. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of
the required mortgage title insurance. The Seller, its successors and assigns, are the sole insureds of such lender's title
insurance policy, such title insurance policy has been duly and validly endorsed to the Purchaser or the assignment to the
Purchaser of the Seller's interest therein does not require the consent of or notification to the insurer and such lender's
title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the
transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no
prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the
coverage of such lender's title insurance policy;
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(n) There is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage Note, or
under any Additional Collateral Pledge Agreement, and no event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default, breach, violation or event permitting acceleration; and
neither the Seller nor any prior mortgagee has waived any default, breach, violation or event permitting acceleration;
(o) There are no mechanics', or similar liens or claims which have been filed for work, labor or material (and no rights are
outstanding that under law could give rise to such liens) affecting the related Mortgaged Property or Additional Collateral
which are or may be liens prior to, or equal or coordinate with, to the lien of the related Mortgage or UCC-1, respectively;
(p) All material improvements subject to the Mortgage, which were considered in determining the Appraised Value of the Mortgaged
Property, lie wholly within the boundaries and building restriction lines of the Mortgaged Property (and wholly within the
project with respect to a condominium unit) and no improvements on adjoining properties encroach upon the Mortgaged
Property, except those which are insured against by the title insurance policy referred to in Section 3.02(m) above and all
improvements on the property comply with all applicable zoning and subdivision laws and ordinances and the Mortgaged
Property is lawfully occupied under applicable law;
(q) The Mortgage Loan was originated by or for the Seller. The Mortgage Loan complies with all the terms, conditions and
requirements of the Underwriting Guide in effect at the time of origination of such Mortgage Loan. The Mortgage Notes and
Mortgages are on forms acceptable to Fannie Mae. The Seller is currently selling loans to Fannie Mae which are the same
document forms as the Mortgage Notes and Mortgages (inclusive of any riders); the Mortgage Interest Rate is as set forth in
the related Mortgage Loan Schedule (including in the case of adjustable rate Mortgage Loans, the interest rate and payment
limitations set forth in the related Mortgage Loan Schedule), and Monthly Payments under the Mortgage Note are due and
payable on the first day of each month. The Mortgage contains the usual and customary provisions of the Seller, if any, in
the applicable jurisdiction at the time of origination for the acceleration of the payment of the unpaid principal balance
of the Mortgage Loan if the related Mortgaged Property is sold without the prior consent of the mortgagee thereunder. The
Seller used no selection procedures that identified the Mortgage Loans as being less desirable or valuable than other
comparable mortgage loans in the Seller's portfolio at the related Cut-off Date;
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(r) The Mortgaged Property is not subject to any material damage by waste, fire, earthquake, windstorm, flood or other casualty
and is in good repair. At origination of the Mortgage Loan there was, and there currently is, no proceeding pending for the
total or partial condemnation of the Mortgaged Property. There have not been any condemnation proceedings with respect to
the Mortgaged Property and, to the best of Seller's knowledge, there are no such proceedings scheduled to commence at a
future date;
(s) The related Mortgage and any Additional Collateral Pledge Agreement contain customary and enforceable provisions such as to
render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the
benefits of the security provided thereby, including, (1) in the case of a Mortgage designated as a deed of trust, by
trustee's sale, and (2) otherwise by judicial foreclosure. Upon default by a Mortgagor on a Mortgage Loan and foreclosure
on, or trustee's sale of, the Mortgaged Property and/or any Additional Collateral pursuant to the proper procedures, the
holder of the Mortgage Loan will be able to deliver good and merchantable title to the Mortgaged Property and deliver the
proceeds of the Additional Collateral. There is no homestead or other exemption available to the Mortgagor which would
interfere with the right to sell the Mortgaged Property, at a trustee's sale, the right to foreclose the Mortgage, to sell
the Additional Collateral in accordance with the Additional Collateral Pledge Agreement;
(t) If the Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified if required under applicable law to
act as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are
or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee's sale
or attempted sale after default by the Mortgagor;
(u) The Servicing File contains an appraisal of the related Mortgaged Property, signed prior to the final approval of the
mortgage loan application by a Qualified Appraiser, approved by the Seller, who had no interest, direct or indirect, in the
Mortgaged Property, or in any loan made on the security thereof, and whose compensation is not affected by the approval or
disapproval of the Mortgage Loan, and the appraisal and appraiser both satisfy the requirements of Fannie Mae and Title XI
of the FIRREA and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated. The
appraisal is in a form acceptable to Fannie Mae and was made by a Qualified Appraiser;
(v) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such interest, were) (A) in compliance with any and all applicable
licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (B) (1) organized under the
laws of such state, or (2) qualified to do business in such state, or (3) a federal savings and loan association or national
bank or a Federal Home Loan Bank or savings bank having principal offices in such state, or (4) not doing business in such
state;
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(w) The related Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage
and the security interest of any applicable security agreement or chattel mortgage on the Additional Collateral, and such
collateral does not serve as security for any other obligation;
(x) The Mortgagor has received all disclosure materials required by applicable law with respect to the making of the Mortgage
Loan and establishment of the Trading Account;
(y) Except as otherwise permitted in the Underwriting Guide, the Mortgage Loan does not contain "graduated payment" or
"subsidized buydown" features;
(z) The Mortgagor is not the subject of any bankruptcy proceeding and, to the best of the Seller's knowledge, the Mortgagor is
not insolvent;
(aa) The Mortgage Loans are either fixed or adjustable rate mortgage loans. The Mortgage Loans have an original term to maturity
of not more than thirty (30) years, with interest payable in arrears on the first day of each month. Each Mortgage Note is
payable in monthly installments of principal, if required, and interest, which installments of interest, with respect to
adjustable rate Mortgage Loans, are subject to change due to the adjustments to the Mortgage Interest Rate on each Interest
Rate Adjustment Date and prepayment of principal on the Mortgage Loan, with interest calculated and payable in arrears,
sufficient to amortize the Mortgage Loan fully by the stated maturity date, over an original term of not more than thirty
years from commencement of amortization. The Mortgage Interest Rate is adjusted, with respect to adjustable rate Mortgage
Loans, on each Interest Rate Adjustment Date to equal the Index plus the Gross Margin (rounded up or down to the nearest
.125%), subject to the Mortgage Interest Rate Cap, the Maximum Mortgage Interest Rate and the Minimum Mortgage Interest
Rate. The weighted average Mortgage Interest Rate is as set forth on the Mortgage Loan Schedule. No Mortgage Loan contains
terms or provisions which would result in negative amortization;
(bb) Intentionally Omitted;
(cc) The origination, collection and other servicing practices used by the Seller, with respect to each Mortgage Note and
Mortgage Loan and the Additional Collateral Pledge Agreements and Trading Accounts are in compliance with all requirements
of applicable laws and regulations and Accepted Servicing Practices. With respect to escrow deposits and payments, if any,
that the Seller is entitled to collect, all such payments are in the possession of, or under the control of, the Seller, and
have been applied by Seller to the payment of such items in a timely fashion, in accordance with such Mortgage. There exist
no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All
escrow payments have been collected in full compliance with state and federal law and the provisions of the related Mortgage
Note and Mortgage. With respect to those Mortgage Loans for which escrow deposits are not required, there are no
delinquent taxes or other outstanding charges affecting the related Mortgaged Property which constitute a lien on the
related Mortgaged Property. As to any Mortgage Loan that is the subject of an escrow, escrow of funds is not prohibited by
applicable law and has been established in an amount sufficient to pay for every escrowed item that remains unpaid and has
been assessed but is not yet due and payable. No escrow deposits or other charges or payments due under the Mortgage Note
have been capitalized under any Mortgage or the related Mortgage Note. All Mortgage Interest Rate adjustments have been made
in strict compliance with state and federal law and the terms of the related Mortgage Note. Any interest required to be paid
pursuant to state, federal and local law has been properly paid and credited;
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(dd) Each Additional Collateral Mortgage Loan has an Effective LTV of not greater than 80%;
(ee) Except with respect to Additional Collateral Mortgage Loans, no Mortgage Loan has an LTV of greater than 80%;
(ff) The assignment of Mortgage has been prepared in blank and is in recordable form and is acceptable for recording under the
laws of the jurisdiction in which the Mortgaged Property is located;
(gg) The Mortgaged Property has a single-family (one to four-unit) dwelling residence erected thereon, and is located in the
state identified in the related Mortgage Loan Schedule or is an individual condominium unit in a condominium, or Cooperative
Apartment or an individual unit in a planned unit development or in a de minimis planned unit development as defined by
Fannie Mae; provided, however, that any condominium unit or planned unit development shall conform with requirements
acceptable to Fannie Mae, or the Underwriting Guide, regarding such dwellings, or is located in a condominium or planned
unit development project which has received project approval from Fannie Mae. No residence or dwelling is a mobile home or a
manufactured dwelling. As of the date of origination, no portion of the Mortgaged Property was used for commercial
purposes, and since the date of origination, to the best of the Seller's knowledge, no portion of the Mortgaged Property is
used for commercial purposes;
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(hh) Intentionally omitted;
(ii) To the best of Seller's knowledge, there is no violation of any environmental law, rule or regulation with respect to the
Mortgaged Property;
(jj) The Mortgagor has not notified the Seller, and the Seller has no knowledge of any relief requested or allowed to the
Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940;
(kk) Other than with respect to interest-only Mortgage Loans, principal payments on the Mortgage Loan commenced no more than
sixty (60) days after funds were disbursed in connection with the Mortgage Loan;
(ll) The Mortgage Loan was originated by Seller, and at the time of each such origination of such Mortgage Loan, Seller was a
mortgagee approved by the Secretary of Housing and Urban Development (the "Secretary") pursuant to Sections 203 and 211 of
the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union, insurance company
or similar institution which is supervised and examined by a federal or state authority;
(mm) Except as otherwise disclosed on the Mortgage Loan Schedule, none of the Mortgaged Properties is subject to a ground
lease. With respect to any ground lease to which a Mortgaged Property may be subject such ground lease satisfies the
requirements of the Fannie Mae Guides;
(nn) The Mortgage Loan is a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code (without regard to
Treasury Regulations § 1.860G 2(f) or any similar rule that provides that a defective obligation is a qualified mortgage for
a temporary period);
(oo) With respect to adjustable rate Mortgage Loans, the Mortgage Loan is not a Convertible Mortgage Loan unless otherwise
indicated on the related Mortgage Loan Schedule;
(pp) If the Mortgage Loan is a Cooperative Loan, (a) there is no provision in any proprietary lease which requires the Mortgagor
to offer for sale the cooperative shares owned by such Mortgagor first to the cooperative, (b) there is no prohibition in
the proprietary lease against pledging the cooperative shares or assigning the proprietary lease, (c) to Seller's knowledge,
the Cooperative Apartment is lawfully occupied under applicable law, and (d) to Seller's knowledge, all inspections,
licenses and certificates required to be made or issued with respect to all occupied portions of the Cooperative Apartment
and the related project have been made or obtained from the appropriate authorities;
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(qq) With respect to each Additional Collateral Mortgage, Seller has filed a UCC-1 financing statement in the name of
Seller. Prior to sale of the Mortgage Loans to Purchaser, Seller had a first priority perfected security interest in each
Trading Account. Following sale of the Mortgage Loans to Purchaser, Seller acknowledges that any rights it may have as the named
secured party in such financing statements are only as Purchaser's representative and Purchaser shall have a first priority
perfected security interest in each Trading Account. All rights assigned to Purchaser hereunder are fully and freely assignable
by Seller. Seller has "control" (as defined in the Virginia Uniform Commercial Code) of each Trading Account, and following sale
of the Mortgage Loans to Purchaser, Seller will maintain such control in each Trading Account at all times on behalf of
Purchaser, so that Purchaser has control of each Trading Account within the meaning of Section 8.8A-106 of the Virginia Code;
(rr) The Additional Collateral Mortgage Loans are insured under the terms and provisions of the Surety Bond subject to the
limitations set forth therein. All requirements for transferring coverage under the Surety Bond in respect of such
Additional Collateral Mortgage Loans to the Purchaser have been complied with;
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(ss) The assignment of rights to Purchaser under the Surety Bond, as described herein, will not result in Purchaser
assuming any obligations or liabilities of Seller with respect thereto (other than to assist the Seller in connection with claims
filed thereunder with respect to the Additional Collateral Mortgage Loans owned by the Purchaser);
(tt) The Additional Collateral Pledge Agreements are in full force and effect and their provisions have not been waived, amended
or modified in any respect, nor has any notice of termination been given thereunder. Neither Seller nor any other party
thereto is in default under any Additional Collateral Pledge Agreement.
Section 3.03 Repurchase; Substitution.
It is understood and agreed that the representations, warranties and covenants set forth in Sections 2.07, 3.01, 3.02 and 5.02 shall
survive the sale of the Mortgage Loans and delivery of the Mortgage Loan Documents comprising the Mortgage File to the Purchaser, or
its designee, and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any
Mortgage Note or Assignment or the examination, or lack of examination, of any Mortgage File and/or Servicing File. Upon discovery
by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties which materially and
adversely affects the value of the Mortgage Loans or the interest of the Purchaser in any Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other,including the nature of the breach. The Seller shall have a period of sixty (60)
days from the earlier of its discovery or its receipt of notice of any such breach within which to correct or cure such breach. The
Seller hereby covenants and agrees that if any such breach is not corrected or cured within such sixty (60) day period, the Seller
shall, at the Purchaser's option and no later than ninety (90) days of its discovery or its receipt of notice of such breach,
repurchase such Mortgage Loan at the Repurchase Price or, with the Purchaser's prior consent, provide a Qualified Substitute Mortgage
Loan as defined herein. In the event that any such breach shall involve any representation or warranty set forth in Section 3.01, and
such breach is not cured within sixty (60) days of the earlier of either discovery by or notice to the Seller of such breach, all
Mortgage Loans shall, at the option of the Purchaser, be repurchased by the Seller at the Repurchase Price. Any such repurchase shall
be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price, after deducting therefrom any amounts
received in respect of such repurchased Mortgage Loan and being held in the Custodial Account for future distribution in accordance
with this Agreement. The Purchaser agrees to reassign without representation or warranty of any kind, all its rights, title and
interest in any repurchased Mortgage Loan, including in the related Mortgage File and Servicing File, to Seller and to prepare and
record, at Seller's expense, any reassignment of the related Mortgage.
The Seller shall amend the applicable Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this
Agreement and the substitution of such Qualified Substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall review
the Mortgage File delivered to it relating to the Qualified Substitute Mortgage Loan. In the event of such a substitution, accrued
interest on the Qualified Substitute Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made
thereon during such month shall be the property of the Purchaser and accrued interest for such month on the Mortgage Loan for which
the substitution is made and any Principal Prepayments made thereon during such month shall be the property of the Seller. The
principal payment on a Qualified Substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of
the Seller; and the principal payment on the Mortgage Loan for which the substitution is made due on such date shall be the property
of the Purchaser.
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Without in any way limiting the foregoing, Purchaser may, at its option and in its sole discretion, offset any or all amounts owed by
the Seller to Purchaser under this Agreement and any Purchase Price and Terms Letter, against any or all amounts due from Purchaser
to the Seller.
It is understood and agreed that the obligations of the Seller set forth in this Section 3.03 to cure, repurchase, reimburse or
substitute for a defective Mortgage Loan, and to indemnify Purchaser pursuant to Section 8.01, and Purchaser's right of set-off,
constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. If the Seller
fails to repurchase, reimburse or substitute for a defective Mortgage Loan in accordance with this Section 3.03, or fails to cure a
defective Mortgage Loan to Purchaser's reasonable satisfaction in accordance with this Section 3.03, or to indemnify Purchaser
pursuant to Section 8.01, that failure shall be an Event of Default and the Purchaser shall be entitled to pursue all remedies
available as a result thereof. No provision of this paragraph shall affect the rights of the Purchaser to terminate this Agreement as
provided herein.
Section 3.04 Repurchase of Convertible Mortgage Loans.
In the event the Mortgagor under any Convertible Mortgage Loan elects to convert said Mortgage Note to a fixed interest rate Mortgage
Note, as provided in said Mortgage Note, then the Seller shall, prior to the effective date of said conversion, repurchase such
Convertible Mortgage Loan from the Purchaser in accordance with Section 3.03 hereof.
Section 3.05 Representations and Warranties of Purchaser
(a) Purchaser represents, warrants and covenants to Seller that as of each Closing Date or as of such date specifically provided
herein:
(i) Purchaser is duly organized, validly existing and in good standing as a federally chartered savings bank. Purchaser
has full power and authority (corporate and otherwise) to enter into and perform its obligations under the Program
Documents.
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(ii) This Agreement has been duly authorized, executed and delivered by Purchaser, and constitutes the legal,
valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other
similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether
enforcement is sought in a proceeding in equity or at law.
(iii) As of the date of the respective Purchase Price and Terms Letter and as of the respective Closing Date, the Purchase
Price and Terms Letter has been duly authorized, executed and delivered by Purchaser, and the Purchase Price and
Terms Letter constitutes the legal, valid and binding agreement of Purchaser, enforceable against Purchaser in
accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency,
liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by
general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law.
(iv) The delivery of the related Purchase Price to Seller, the purchase of the Mortgage Loans by Purchaser, the execution
or delivery of the related Program Documents, the consummation of any of the transactions herein or therein
contemplated, the fulfillment of or compliance with the terms and conditions hereof or thereof, will not conflict
with any of the terms, conditions or provisions of the Purchaser's charter or by laws or materially conflict with or
result in a material breach of any of the terms, conditions or provisions of any legal restriction or any agreement
or instrument to which the Purchaser is now a party or by which it is bound, or constitute a default or result in an
acceleration under any of the foregoing, or result in the material violation of any law, rule, regulation, order,
judgment or decree to which the Purchaser or its property is subject.
(v) There is no litigation, suit, proceeding or investigation pending or, to the Purchaser's knowledge, threatened, or
any order or decree outstanding, with respect to the Purchaser which is reasonably likely to have a material adverse
effect on the sale of the execution, delivery, performance or enforceability of this Agreement.
(vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the
execution, delivery and performance by the Purchaser of or compliance by the Purchaser with any of the Program
Documents, except for consents. approvals, authorizations and orders which have been obtained prior to the Closing
Date.
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(vii) Purchaser has not dealt with any broker, investment banker, agent or other person, except Seller, who may be
entitled to any commission or compensation in connection with the purchase of the Mortgage Loans.
ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 4.01 Seller to Act as Servicer.
The Seller, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with this Agreement and
with Accepted Servicing Practices and shall have full power and authority, acting alone, to do or cause to be done any and all things
in connection with such servicing and administration which the Seller may deem necessary or desirable and consistent with the terms
of this Agreement and with Accepted Servicing Practices and exercise the same care that it customarily employs for its own account.
Except as set forth in this Agreement, the Seller shall service the Mortgage Loans generally in accordance with the servicing
provisions of the Fannie Mae Guides.
Consistent with the terms of this Agreement, or as required by applicable law, the Seller may waive, modify or vary any term of any
Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any
Mortgagor if, in the Seller's reasonable and prudent judgment, such waiver, modification, postponement or indulgence is not
materially adverse to the Purchaser, including actions intended to maximize collections on such Mortgage Loan; provided, however,
that, unless the Seller has obtained the prior written consent of the Purchaser, the Seller shall not permit any modification with
respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive the payment of principal or interest,
reduce or increase the outstanding principal balance (except for actual payments of principal) or change the final maturity date on
such Mortgage Loan.
Notwithstanding any other provision in this Agreement to the contrary, in the case of any Mortgage Loan, the Seller may waive any
late payment charge, penalty, interest or any assumption fees, or other fees which may be collected in the ordinary course of
servicing such Mortgage Loan
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If reasonably required by the Seller, Purchaser shall, as necessary, promptly furnish the Seller with such powers of attorney (a form
of which is attached hereto as Exhibit D as are necessary and appropriate and with such other documents as are necessary or
appropriate to enable the Seller to carry out its servicing and administrative duties under this Agreement.
In the event of any such modification which has been agreed to in writing by the Purchaser and which permits the deferral of interest
or principal payments on any Mortgage Loan, the Seller shall, on the Business Day immediately preceding the Remittance Date in any
month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own funds, in
accordance with Section 4.04, the difference between (a) such month's principal and one month's interest at the Mortgage Loan
Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Seller shall be
entitled to reimbursement for such advances to the same extent as for all other advances pursuant to Section 4.05. Without limiting
the generality of the foregoing, the Seller shall continue, and is hereby authorized and empowered, to prepare, execute and deliver,
all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with
respect to the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding anything herein to the contrary, the
Seller may not enter into a forbearance agreement or similar arrangement with respect to any Mortgage Loan which runs more than 450
days after the first delinquent Due Date without the prior consent of the Purchaser. Any such agreement shall be approved by any
applicable holder of a Primary Mortgage Insurance Policy, if required.
The Mortgage Loans may be subserviced by the Subservicer on behalf of the Seller provided that the Subservicer is an entity that
engages in the business of originating, acquiring or servicing mortgage loans, and in either case shall be authorized to transact
business, and licensed to service mortgage loans, in the state or states where the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under
the Subservicing Agreement, and in either case shall be a Fannie Mae approved mortgage servicer in good standing, and no event has
occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility
requirements for lenders imposed by Fannie Mae, or which would require notification to Fannie Mae. In addition, each Subservicer will
obtain and preserve its qualifications to do business as a foreign corporation and its licenses to service mortgage loans, in each
jurisdiction in which such qualifications and/or licenses are or shall be necessary to protect the validity and enforceability of
this Agreement, or any of the Mortgage Loans and to perform or cause to be performed its duties under the related Subservicing
Agreement. The Seller may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such
servicing responsibilities on its behalf, but the use by the Seller of the Subservicer shall not release the Seller from any of its
obligations hereunder and the Seller shall remain responsible hereunder for all acts and omissions of the Subservicer to the same
extent that Seller would be responsible for such acts and omissions under this Agreement. The Seller shall pay all fees and expenses
of the Subservicer from its own funds. The Seller shall notify Purchaser promptly in writing upon the appointment of any Subservicer.
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At the cost and expense of the Seller, without any right of reimbursement from the Custodial Account, the Seller shall be entitled to
terminate any Subservicing Agreement and the rights and obligations of any Subservicer pursuant to any Subservicing Agreement in
accordance with the terms and conditions of such Subservicing Agreement. and arrange for any servicing responsibilities to be
performed by a successor subservicer meeting the requirements in the preceding paragraph, provided, however, that nothing contained
herein shall be deemed to prevent or prohibit the Seller, at the Seller's option, from electing to service the related Mortgage Loans
itself. In the event that the Seller's responsibilities and duties under this Agreement are terminated pursuant to Section 8.04,
9.01, or 10.01 and if requested to do so by the Purchaser, the Seller shall at its own cost and expense terminate the rights and
responsibilities of the Subservicer effective as of the date of termination of the Seller. The Seller shall pay all fees, expenses or
penalties necessary in order to terminate the rights and responsibilities of the Subservicer from the Seller's own funds without
reimbursement from the Purchaser.
Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between the Seller and the Subservicer
or any reference herein to actions taken through the Subservicer or otherwise, the Seller shall not be relieved of its obligations to
the Purchaser and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and
administering the Mortgage Loans. The Seller shall be entitled to enter into an agreement with the Subservicer for indemnification of
the Seller by the Subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. The
Seller will indemnify and hold Purchaser and its affiliates harmless from any loss, liability or expense arising out of the Seller's
use of a Subservicer to perform any of the Seller's servicing duties, responsibilities and obligations hereunder.
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Any Subservicing Agreement and any other transactions or services relating to the Mortgage Loans involving the Subservicer shall be
deemed to be between the Subservicer and Seller alone, and the Purchaser shall have no obligations, duties or liabilities with
respect to the Subservicer including no obligation, duty or liability of Purchaser to pay the Subservicer's fees and expenses. For
purposes of distributions and advances by the Seller pursuant to this Agreement, the Seller shall be deemed to have received a
payment on a Mortgage Loan when the Subservicer has received such payment.
Section 4.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the principal and interest on all Mortgage Loans are paid in full, the Seller will proceed
diligently to collect all payments due under each Mortgage Loan when the same shall become due and payable and shall, to the extent
such procedures shall be consistent with this Agreement, Accepted Servicing Practices, and the terms and provisions of related
Primary Mortgage Insurance Policy, follow such collection procedures as it follows with respect to mortgage loans comparable to the
Mortgage Loans held for its own account. Further, the Seller will take special care in ascertaining and estimating annual Escrow
Payments, and all other applicable charges that, as provided in the Mortgage Loan Documents, will become due and payable, so that the
installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable.
Section 4.03 Realization Upon Defaulted Mortgage Loans.
The Seller shall follow Accepted Servicing Practices, consistent with any Primary Mortgage Insurance Policy and the best interest of
Purchaser, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant
to Section 4.01. In addition, if an Additional Collateral Mortgage Loan becomes a defaulted Mortgage Loan, the Servicer shall use
reasonable efforts in accordance with Section 4.17 hereof to realize upon the Additional Collateral pertaining to such Mortgage Loan.
Foreclosure or comparable proceedings shall be initiated within one hundred twenty (120) days of default for Mortgaged Properties for
which no satisfactory arrangements can be made for collection of delinquent payments. The Seller shall follow Accepted Servicing
Practices to realize upon defaulted Mortgage Loans in such manner as will maximize the receipt of principal and interest by the
Purchaser, taking into account, among other things, the timing of foreclosure proceedings and any proceedings with respect to
Additional Collateral. The foregoing is subject to the provisions that, in any case in which a Mortgaged Property shall have suffered
damage, the Seller shall not be required to expend its own funds toward the restoration of such property, unless it shall determine
in its discretion (i) that such restoration will increase the proceeds of liquidation of the related Mortgage Loan to the Purchaser
after reimbursement to itself for such expenses, and (ii) that such expenses will be recoverable by the Seller through Insurance
Proceeds or Liquidation Proceeds from the related Mortgaged Property, as contemplated in Section 4.05. The Seller shall obtain the
prior approval of the Purchaser as to restoration expenses in excess of ten thousand dollars ($10,000). The Seller shall notify the
Purchaser in writing of the commencement of foreclosure proceedings. The Seller shall be responsible for all costs and expenses
incurred by it in any such proceedings or functions; provided, however, that it shall be entitled to reimbursement thereof from the
related property, as contemplated in Section 4.05. Notwithstanding anything to the contrary contained herein, in connection with a
foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Seller has reasonable cause to believe that a Mortgaged
Property is contaminated by hazardous or toxic substances or wastes, or if the Purchaser otherwise requests an environmental
inspection or review of such Mortgaged Property, such an inspection or review is to be conducted by a qualified inspector at the
Purchaser's expense. Upon completion of the inspection, the Seller shall promptly provide the Purchaser with a written report of the
environmental inspection. After reviewing the environmental inspection report, the Purchaser shall determine how the Seller shall
proceed with respect to the Mortgaged Property.
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If Purchaser notifies Seller in writing that a Mortgage Loan has become part of a REMIC, and becomes REO Property, such property
shall be disposed of by the Seller, with the consent of Purchaser as required pursuant to this Agreement, within two years after
becoming an REO Property, unless the Seller provides to the trustee under such REMIC an opinion of counsel to the effect that the
holding of such REO Property subsequent to two years after its becoming REO Property, will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code, or cause the transaction to fail to qualify as a REMIC at any time
that certificates are outstanding. Seller shall manage, conserve, protect and operate each such REO Property for the
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certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such property to fail
to qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E) of the Code, or any "net income from foreclosure
property" which is subject to taxation under the REMIC provisions of the Code. Pursuant to its efforts to sell such property, the
Seller shall either itself or through an agent selected by the Seller, protect and conserve such property in the same manner and to
such an extent as is customary in the locality where such property is located. Additionally, the Seller shall perform the tax
withholding and reporting related to Sections 1445 and 6050J of the Code.
Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts.
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The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of
its own funds and general assets and shall establish and maintain one or more Custodial Accounts and furnish to the Purchaser and to
any subsequent purchaser upon request, reasonable evidence of the establishment of such accounts. The Custodial Account shall be an
Eligible Account. Funds deposited in the Custodial Account may be drawn on by the Seller in accordance with Section 4.05.
The Seller shall deposit in the Custodial Account on a daily basis, and retain therein the following payments and collections
received or made by it subsequent to each Cut-off Date, or received by it prior to such Cut-off Date but allocable to a period
subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or before such Cut-off Date:
(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;
(iii) all Liquidation Proceeds;
(iv)any amounts required to be deposited by the Seller in connection with any REO Property pursuant to Section 4.13;
(v) all Insurance Proceeds including amounts required to be deposited pursuant to Sections 4.08, 4.10 and 4.11, other than
proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to
the Mortgagor in accordance with Accepted Servicing Practices, the Program Documents or applicable law;
(vi) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with the
Seller's normal servicing procedures, the loan documents or applicable law;
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(vii) any Monthly Advances;
(viii) all proceeds of any Mortgage Loan repurchased or otherwise collected in accordance with Section 3.03 and Section
2.07;
(ix) any amounts required to be deposited by the Seller pursuant to Section 4.10 in connection with the deductible clause in any
blanket hazard insurance policy, such deposit shall be made from the Seller's own funds, without reimbursement therefor;
(x) any amounts required to be deposited in the Custodial Account pursuant to Section 4.01, 4.13 or 6.02.
(xi) Any amounts in respect of Permitted Investments required to be deposited pursuant to Section 4.16.
(xii) Any amounts required to be deposited by the Servicer pursuant to Section 6.03 for the month of distribution
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the extent permitted
by Section 6.01, need not be deposited by the Seller in the Custodial Account. Any interest paid on funds deposited in the Custodial
Account by the depository institution shall accrue to the benefit of the Seller and the Seller shall be entitled to retain and
withdraw such interest from the Custodial Account pursuant to Section 4.05 (iv). In addition, funds in the Custodial Account may be
invested in Permitted Investments in accordance with the provisions set forth in Section 4.16.
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Section 4.05 Permitted Withdrawals From the Custodial Account.
The Seller may, from time to time, withdraw from the Custodial Account for the following purposes:
(i) to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances, the Seller's right to reimburse itself pursuant to this subclause (ii) being
limited to amounts received on the related Mortgage Loan which represent late collections (net of the related Servicing
Fees) of principal and/or interest respecting which any such advance was made, it being understood that, in the case of such
reimbursement, the Seller's right thereto shall be prior to the rights of the Purchaser, except that, where the Seller is
required to repurchase a Mortgage Loan, pursuant to Section 3.03 or Section 2.07, the Seller's right to such reimbursement
shall be subsequent to the payment to the Purchaser of the Repurchase Price pursuant to such Section and all other amounts
required to be paid to the Purchaser with respect to such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing Fees, the Seller's right to reimburse
itself pursuant to this subclause (iii) with respect to any Mortgage Loan being limited to related proceeds from Liquidation
Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance with the relevant provisions of the Fannie Mae Guides
or as otherwise set forth in this Agreement or the Underwriting Guide;
(iv) to pay to itself as servicing compensation (a) any interest earned on funds in the Custodial Account, and (b) the Servicing
Fee from that portion of any payment or recovery as to interest with respect to a particular Mortgage Loan;
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(v) to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant to Section 3.03 all amounts received
thereon and not distributed as of the date on which the related repurchase price is determined;
(vi) to transfer funds to another Eligible Account in accordance with Section 4.09 hereof;
(vii) to refund to the Seller any amount deposited in the Custodial Account and not required to be deposited therein; and
(viii) to clear and terminate the Custodial Account upon the termination of this Agreement.
Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.
The Seller shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments
separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts and
furnish to the Purchaser and to any subsequent purchaser upon request. reasonable evidence of the establishment of such accounts. The
Escrow Account shall be an Eligible Account. Funds deposited in the Escrow Account may be drawn on by the Seller in accordance with
Section 4.07.
The Seller shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein:
(i) all Escrow Payments, if any, collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any
such items as required under the terms of this Agreement;
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(ii) all Insurance Proceeds, if any, which are to be applied to the restoration or repair of any Mortgaged Property; and
(iii) all Servicing Advances, if any, for Mortgagors whose Escrow Payments are insufficient to cover escrow disbursements.
The Seller shall make withdrawals from the Escrow Account only to effect such payments as are required under this Agreement, and for
such other purposes as shall be as set forth or in accordance with Section 4.07. The Seller shall be entitled to retain any interest
paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds required by law to
be paid to the Mortgagor and, to the extent required by law, the Seller shall pay interest on escrowed funds to the Mortgagor
notwithstanding that the Escrow Account is non-interest bearing or that interest paid thereon is insufficient for such purposes.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by the Seller only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, property insurance premiums, Primary Mortgage
Insurance Policy premiums, if applicable, fire and hazard insurance premiums or condominium assessments and comparable items;
(ii) to reimburse Seller for any Servicing Advance made by Seller with respect to a related Mortgage Loan but only from amounts
received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be overages;
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(iv) for transfer to the Custodial Account in accordance with the terms of this Agreement;
(v) for application to restoration or repair of the Mortgaged Property;
(vi) to pay to the Seller, or to the Mortgagor to the extent required by law, any interest paid on
the funds deposited in the Escrow Account;
(vii) to refund to the Seller any amount deposited in the Escrow Account and not required to be deposited therein;
(viii) to clear and terminate the Escrow Account upon the termination of this Agreement; and
(ix) to pay to the Mortgagors or other parties Insurance Proceeds deposited in accordance with Section 4.06.
Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage Insurance or Lender Paid Mortgage
Insurance Policies; Collections Thereunder.
With respect to each Mortgage Loan, the Seller shall maintain accurate records reflecting the status of ground rents, taxes,
assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of Primary
Mortgage Insurance Policy premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges, including renewal premiums and shall effect payment thereof prior to the applicable penalty or termination
date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been estimated and accumulated by the Seller in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage or applicable law. If a Mortgage does not provide for Escrow Payments, then the Seller shall require
that any such payments are made by the Mortgagor at the time they first become due. The Seller assumes full responsibility for the
timely payment of all such bills and shall effect timely payments of all such bills irrespective of the Mortgagor's faithful
performance in the payment of same or the making of the Escrow Payments and shall make advances from its own funds to effect such
payments but shall be entitled to reimbursement thereof in accordance with the terms of this Agreement.
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To the extent that a Mortgage Loan has an LTV at origination in excess of 80%, the Seller will maintain in full force and effect
Primary Mortgage Insurance Policies issued by a Qualified Insurer with respect to such Mortgage Loan. Such coverage will be
maintained until the loan value ratio of the related Mortgage Loan is reduced to 80% or less in the case of a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, or as required by state or federal law.
The Seller will not cancel or refuse to renew any Primary Mortgage Insurance Policy in effect on the applicable Closing Date that is
required to be kept in force under this Agreement unless a replacement Primary Mortgage Insurance Policy for such canceled or
nonrenewed policy is obtained from and maintained with a Qualified Insurer. The Seller shall not take any action which would result
in noncoverage under any applicable Primary Mortgage Insurance Policy of any loss which, but for the actions of the Seller, would
have been covered thereunder. In connection with any assumption or substitution agreement entered into or to be entered into pursuant
to Section 6.01, the Seller shall promptly notify the insurer under the related Primary Mortgage Insurance Policy, if any, of such
assumption or substitution of liability in accordance with the terms of such policy and shall take all actions which may be required
by such insurer as a condition to the continuation of coverage under the Primary Mortgage Insurance Policy. If such Primary Mortgage
Insurance Policy is terminated as a result of such assumption or substitution of liability, the Seller shall obtain a replacement
Primary Mortgage Insurance Policy as provided above.
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In connection with its activities as servicer, the Seller agrees to prepare and present, on behalf of itself and the Purchaser,
claims to the insurer under any Primary Mortgage Insurance in a timely fashion in accordance with the terms of such Primary Mortgage
Insurance Policy and, in this regard, to take such action as shall be necessary to permit recovery under any Primary Mortgage
Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected by the Seller under any
Primary Mortgage Insurance Policy shall be deposited in the Custodial Account.
Section 4.09 Transfer of Accounts.
The Seller may transfer the Custodial Account or the Escrow Account to a different depository institution from time to time, provided
such successor is an Eligible Account.
Section 4.10 Maintenance of Hazard Insurance.
The Seller shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as is acceptable to
Fannie Mae and customary in the area where the Mortgaged Property is located in an amount which is equal to the lesser of (i) the
maximum insurable value of the improvements securing such Mortgage Loan or (ii) the greater of (a) the unpaid principal balance of
the Mortgage Loan, and (b) the percentage such that the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the loss
payee from becoming a co-insurer.
If required by the Flood Disaster Protection Act of 1973, as amended, each Mortgage Loan shall be covered by a flood insurance policy
meeting the requirements of the current guidelines of the Federal Insurance Administration in effect with an insurance carrier
acceptable to Fannie Mae, in an amount representing coverage not less than the least of (i) the outstanding principal balance of the
Mortgage Loan, (ii) the maximum insurable value of the improvements securing such Mortgage Loan or (iii) the maximum amount of
insurance which is available under the Flood Disaster Protection Act of 1973, as amended. If at any time during the term of the
Mortgage Loan, the Seller determines in accordance with applicable law and pursuant to the Fannie Mae Guides that a Mortgaged
Property is located in a special flood hazard area and is not covered by flood insurance or is covered in an amount less than the
amount required by the Flood Disaster Protection Act of 1973, as amended, the Seller shall notify the related Mortgagor that the
Mortgagor must obtain such flood insurance coverage, and if said Mortgagor fails to obtain the required flood insurance coverage
within forty-five (45) days after such notification, the Seller shall immediately force place the required flood insurance on the
Mortgagor's behalf. The Seller shall also maintain on each REO Property, fire and hazard insurance with extended coverage in an
amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, and, to the
extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in an amount as provided
above. Any amounts collected by the Seller under any such policies other than amounts to be deposited in the Escrow Account and
applied to the restoration or repair of the Mortgaged Property or REO Property, or released to the Mortgagor in accordance with
Accepted Servicing Practices, shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05. It is
understood and agreed that no other additional insurance need be required by the Seller of the Mortgagor or maintained on property
acquired in respect of the Mortgage Loan, other than pursuant to the Fannie Mae Guides or such applicable state or federal laws and
regulations as shall at any time be in force and as shall require such additional insurance. All such policies shall be endorsed with
standard mortgagee clauses with loss payable to the Seller and its successors and/or assigns and shall provide for at least thirty
days prior written notice of any cancellation, reduction in the amount or material change in coverage to the Seller. The Seller shall
not interfere with the Mortgagor's freedom of choice in selecting either his insurance carrier or agent, provided, however, that the
Seller shall not accept any such insurance policies from insurance companies unless such companies are Qualified Insurers; provided,
however, that if the Mortgagor does not provide insurance subsequent to notice of insurance lapse, Seller shall secure coverage as
provided in Section 4.10.
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Section 4.11 Maintenance of Mortgage Insurance Policy.
In the event that the Seller shall obtain and maintain a blanket policy insuring against hazard losses on all of the Mortgage Loans,
then, to the extent such policy provides coverage in an amount equal to the amount required pursuant to Section 4.10 and otherwise
complies with all other requirements of Section 4.10, it shall conclusively be deemed to have satisfied its obligations as set forth
in Section 4.10, it being understood and agreed that such blanket policy may contain a deductible clause. In the event that there
shall not have been maintained on the related Mortgaged Property or REO Property a policy pursuant to Section 4.10, and there shall
have been a loss which would have been covered by such policy but for the existence of the deductible clause on the blanket policy
maintained pursuant to this Section 4.11, Seller shall deposit in the Custodial Account the amount of the loss not otherwise payable
under the blanket policy because of such deductible clause. In connection with its activities as servicer of the Mortgage Loans, the
Seller agrees to prepare and present, on behalf of the Purchaser, claims under any such blanket policy in a timely fashion in
accordance with the terms of such policy. Upon request of the Purchaser, the Seller shall cause to be delivered to the Purchaser
evidence of such blanket policy.
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Section 4.12 Fidelity Bond, Errors and Omissions Insurance.
The Seller shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with broad
coverage with responsible companies that meet the requirements of Fannie Mae on all officers, employees or other persons acting in
any capacity with regard to the Mortgage Loan to handle funds, money, documents and papers relating to the Mortgage Loans. The
Fidelity Bond shall be in the form of the Mortgage Banker's Blanket Bond and shall protect and insure the Seller against losses,
including forgery, theft, embezzlement and omissions and negligent acts of such Persons. The errors and omissions insurance shall
protect and insure the Seller against losses in connection with the failure to maintain any insurance policies required pursuant to
this Agreement and the release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured
thereby. No provision of this Section 4.12 requiring the Fidelity Bond and errors and omissions insurance shall diminish or relieve
the Seller from its duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and insurance
policy shall be at least equal to the corresponding amounts required by Fannie Mae in the Fannie Mae Guides. Upon request of the
Purchaser, the Seller shall cause to be delivered to the Purchaser evidence of such bond and insurance policy.
Section 4.13 Title, Management and Disposition of REO Property.
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In the event that title to the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be taken in the name of the Purchaser or its designee, or in the event the Purchaser or its designee is not
authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected
under the "doing business" or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name
of such Person or Persons as shall be consistent with an opinion of counsel obtained by the Seller, at Purchaser's expense, from an
attorney duly licensed to practice law in the state where the REO Property is located (the "Owners"). Any Person or Persons holding
such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the
Purchaser.
The Seller shall notify the Purchaser in accordance with the Fannie Mae Guides of each acquisition of REO Property upon such
acquisition, together with a copy of any appraisal of the Mortgaged Property obtained upon Purchaser's request (which appraisal shall
be at Purchaser's expense) in connection with such acquisition, and thereafter assume the responsibility for marketing such REO
property in accordance with Accepted Servicing Practices. Thereafter, the Seller shall continue to provide certain administrative
services to the Purchaser relating to such REO Property as set forth in this Section 4.13. The Seller shall manage, conserve, protect
and operate each REO Property for the Purchaser solely for the purpose of its prompt disposition and sale. The Seller shall, either
itself or through an agent selected by the Seller, and in accordance with the Fannie Mae Guides manage, conserve, protect and operate
each REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account,
and in the same manner that similar property in the same locality as the REO Property is managed. The Seller shall cause each REO
Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least
monthly thereafter or more frequently as required by the circumstances.
The Seller shall use its best efforts to dispose of the REO Property as soon as possible. No REO Property shall be sold without the
prior consent of Purchaser. If as of the date any REO Property is sold or otherwise disposed of, there were outstanding unreimbursed
Servicing Advances with respect to the REO Property, the Seller shall be entitled to reimbursement from the proceeds of such sale for
any related unreimbursed Servicing Advances. The disposition of REO Property shall be carried out by the Seller at such price, and
upon such terms and conditions, as the Seller deems to be in the best interests of the Purchaser. The Seller shall provide monthly
reports to Purchaser in reference to the status of the marketing of the REO Properties.
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Section 4.14 Notification of Maturity Date.
With respect to each Mortgage Loan, the Seller shall execute and deliver to the Mortgagor any and all necessary notices required
under applicable law and the terms of the related Mortgage Note and Mortgage regarding the maturity date if required under applicable
law.
Section 4.15 Notification of Adjustments.
With respect to each adjustable rate Mortgage Loan, the Seller shall adjust the Mortgage Interest Rate on the related interest rate
adjustment date and shall adjust the Monthly Payment on the related mortgage payment adjustment date, if applicable, in compliance
with the requirements of applicable law and the related Mortgage and Mortgage Note. The Seller shall execute and deliver any and all
necessary notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the Mortgage
Interest Rate and Monthly Payment adjustments. Upon the discovery by the Seller or the receipt of notice from the Purchaser that the
Seller has failed to adjust a Mortgage Interest Rate or Monthly Payment in accordance with the terms of the related Mortgage Note,
the Seller shall deposit in the Custodial Account from its own funds the amount of any interest loss or deferral caused the Purchaser
thereby as such interest loss or deferral occurs.
Section 4.16 Permitted Investments
The Seller may invest the funds in the Custodial Account in Permitted Investments, each of which shall mature not later than the
Business Day immediately preceding the Remittance Date next following the date of such investment (except that if such Permitted
Investment is an obligation of the institution that maintains the Custodial Account, then such Permitted Investment shall mature not
later than such Remittance Date) and shall not be sold or disposed of prior to its maturity. All such Permitted Investments shall be
registered in the name of the Purchaser or its nominee. All income and gain realized from any such investment as well as any
interest earned on deposit in the Custodial Account shall be for the benefit of the Seller, and shall be withdrawn by the Seller on
the related Remittance Date. The Seller shall immediately deposit in the Custodial Account (with respect to investments made
hereunder of funds held therein) an amount equal to the amount of any loss incurred in respect of any such investment, without right
of reimbursement.
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Section 4.17 The Seller to Administer Trading Accounts.
(a) The Seller shall administer the Trading Accounts in accordance with (i) prudent business practices and procedures
employed in the industry to administer securities accounts and additional collateral similar to that securing the Additional
Collateral Mortgage Loans (ii) the terms of the related Additional Collateral Pledge Agreement and (iii) the terms of this
Agreement.
(b) The Seller shall be released from its obligations to administer the Trading Accounts as applicable upon termination of
the related Additional Collateral Pledge Agreement in accordance with the terms and conditions of the Mortgage Loan Documents.
(c) The Seller may, without consent of Purchaser, amend or modify an Additional Collateral Pledge Agreement in any
non-material respect to reflect administrative or account changes.
(d) Notwithstanding Section 4.04, when the Collateral Base for any Additional Collateral Mortgage Loan is less than the
outstanding principal balance for such Additional Collateral Mortgage Loan, the Seller shall cause all cash received upon exercise of
foreclosure rights under the related Additional Collateral Pledge Agreement, if it has not been previously applied to reduce the
principal balance of such Additional Collateral Mortgage Loan, to be deposited into the Custodial Account.
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(e) With respect to each Additional Collateral Mortgage Loan, Seller shall on an ongoing basis cause the timely
filing of all necessary continuation statements with regard to such financing statements and such other appropriate documentation as
necessary to maintain the Purchaser's first priority perfected security interest in the Additional Collateral. This covenant shall
survive termination of this Agreement under Sections 9.01, and 10.01.
(f) The Seller shall use its reasonable efforts promptly to realize upon any Additional Collateral and to exercise such
other remedies as are provided under the Additional Collateral Pledge Agreements for such of the Additional Collateral Mortgage Loans
as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments;
provided that the Seller shall not obtain title to any such Additional Collateral as a result of or in lieu of the disposition
thereof or otherwise; and provided further that (i) the Seller shall not proceed with respect to such Additional Collateral in any
manner that would impair the ability to recover against the related Mortgaged Property; (ii) the Seller shall provide all notices
required by law and shall otherwise comply with all laws applicable to the disposition of the Additional Collateral; and (iii) the
Seller shall proceed with any acquisition of REO Property in a manner that preserves the ability to apply the proceeds of such
Additional Collateral against amounts owed under the defaulted Mortgage Loan. Any proceeds realized from such Additional Collateral
(other than amounts to be released to the Mortgagor or the related guarantor in accordance with procedures that the Seller would
follow in servicing loans held for its own account, subject to the terms and conditions of the related Mortgage and Mortgage Note and
to the terms and conditions of any security agreement, guarantee agreement, mortgage or other agreement governing the disposition of
the proceeds of such Additional Collateral) shall be included in the related Liquidation Proceeds and deposited in the Custodial
Account, subject to withdrawal pursuant to Section 4.05 of this Agreement.
(g) The Purchaser and Seller agree that the Surety Bond Issuer is a third party beneficiary with respect to the Seller's
obligations under this Section 4.17.
ARTICLE V
PAYMENTS TO THE PURCHASER
Section 5.01 Distributions.
On each Remittance Date, the Seller shall distribute by wire transfer to the Purchaser (i) all amounts credited to the Custodial
Account as of the close of business on the preceding Determination Date, net of charges against or withdrawals from the Custodial
Account pursuant to Section 4.05, plus (ii) all Monthly Advances, if any, which the Seller is obligated to distribute pursuant to
Section 5.03, plus (iii) interest at the Mortgage Loan Remittance Rate on any Principal Prepayment from the date of such Principal
Prepayment through the end of the month for which disbursement is made, provided that the Seller's obligation as to payment of such
interest shall be limited to the Service Fee earned during the month of the distribution, minus (iv) any amounts attributable to
Monthly Payments collected but due on a Due Date or Dates subsequent to the immediately preceding Determination Date, which amounts
shall be remitted on the Remittance Date next succeeding the Due Period for such amounts and (v) any amounts attributable to
Principal Prepayments received after the expiration of related Principal Prepayment period.
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Subject to Section 5.03, all distributions made to Purchaser on each Remittance Date will be made to Purchaser of record on the
preceding Record Date, and shall be based on the Mortgage Loans owned and held by Purchaser, and shall be made by wire transfer of
immediately available funds to the account of Purchaser at a bank or other entity having appropriate facilities therefor, or if
Purchaser shall have so notified the Seller, by check mailed to the address of Purchaser as provided for in Section 11.05.
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With respect to any remittance received by the Purchaser after the Business Day on which such payment was due, the Seller shall pay
to the Purchaser interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of each change,
plus two percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall be
deposited in the Custodial Account by the Seller on the date such late payment is made and shall cover the period commencing with the
day following such Business Day and ending with the Business Day on which such payment is made, both inclusive. Such interest shall
be remitted along with the distribution payable on the next succeeding Remittance Date. The payment by the Seller of any such
interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the Seller.
Section 5.02 Statements to the Purchaser.
No later than the fifteen (15th) day of each month, the Seller shall furnish to the Purchaser a monthly remittance report in a format
substantially similar to Exhibit F hereto, which monthly remittance report will be generated as of the expiration of the preceding
month.
The Seller shall provide Purchaser with such information concerning the Mortgage Loans as is necessary for Purchaser to prepare its
federal income tax return as Purchaser may reasonably request from time to time.
Section 5.03 Monthly Advances by the Seller.
Not later than the close of business on the Business Day preceding each Remittance Date, the Seller shall deposit in the Custodial
Account from its own funds an amount equal to the lesser of (i) the aggregate of the Prepayment Interest Shortfalls, if any, that
exist in respect of the related Principal Prepayment Period and (ii) the aggregate of the Servicing Fees for the most recently ended
calendar month. With respect to each Mortgage Loan and subject to Section 6.03, on each Remittance Date the Seller shall remit to
Purchaser all Monthly Payments not previously advanced by the Seller, whether or not deferred pursuant to Section 4.01, of principal
(due after the related Cut-off Date) and interest not allocable to the period prior to the related Cut-off Date, adjusted to the
Mortgage Loan Remittance Rate, which were due on a Mortgage Loan and delinquent at the close of business on the related Determination
Date. The Seller's obligation to make such Monthly Advances as to any Mortgage Loan will continue through the date of final
disposition and liquidation of the related Mortgage Loan or any Mortgaged Property acquired through foreclosure or a conveyance in
lieu of foreclosure, unless the Seller reasonably determines such advance to be nonrecoverable. In such event, the Seller shall
deliver to the Purchaser an Officer's Certificate of the Seller to the effect that an officer of the Seller has reviewed the related
Servicing File and has made the reasonable determination that any additional advances are nonrecoverable.
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Section 5.04 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser pursuant to a deed-in-lieu of
foreclosure, the Seller shall submit to the Purchaser a liquidation report with respect to such Mortgaged Property. The Seller shall
also provide reports on the status of REO Property containing such information as Purchaser may reasonably require.
ARTICLE VI
GENERAL SERVICING PROCEDURES
Section 6.01 Assumption Agreements.
The Seller will, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of the Mortgaged
Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable
under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any
"due-on-sale" clause to the extent permitted by law; provided, however, that the Seller shall not exercise any such rights if
prohibited by law or the terms of the Mortgage Note from doing so or if the exercise of such rights would impair or threaten to
impair any recovery under the related Primary Mortgage Insurance Policy, if any. If the Seller reasonably believes it is unable under
applicable law to enforce such "due-on-sale" clause, the Seller, with the approval of the Purchaser (such approval not to be
unreasonably withheld), will enter into an assumption agreement with the person to whom the Mortgaged Property has been conveyed or
is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by
applicable state law, the Mortgagor remains liable thereon. Where an assumption is allowed pursuant to this Section 6.01, the Seller,
with the prior consent of the Purchaser and the primary mortgage insurer, if any, is authorized to enter into a substitution of
liability agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed pursuant to which
the original mortgagor is released from liability and such Person is substituted as mortgagor and becomes liable under the related
Mortgage Note. Any such substitution of liability agreement shall be in lieu of an assumption agreement. The Purchaser shall be
deemed to have consented to any assumption for which the Purchaser was given notification and requested to consent, but for which
neither a consent nor an objection was given by the Purchaser within two Business Days of such notification.
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In connection with any such assumption or substitution of liability, the Seller shall follow the underwriting practices and
procedures of the Fannie Mae Guides. With respect to an assumption or substitution of liability, the Mortgage Interest Rate borne by
the related Mortgage Note and the amount of the Monthly Payment may not be changed. If the credit of the proposed transferee does not
meet such underwriting criteria, the Seller diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by
applicable law, accelerate the maturity of the Mortgage Loan. The Seller shall notify the Purchaser that any such substitution of
liability or assumption agreement has been completed by forwarding to the Purchaser the original of any such substitution of
liability or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be
considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. All
fees collected by the Seller for entering into an assumption or substitution of liability agreement shall belong to the Seller.
Notwithstanding the foregoing paragraphs of this Section or any other provision of this Agreement, the Seller shall not be deemed to
be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation
of law or any assumption which the Seller may be restricted by law from preventing, for any reason whatsoever. For purposes of this
Section 6.01, the term "assumption" is deemed to also include a sale of the Mortgaged Property subject to the Mortgage that is not
accompanied by an assumption or substitution of liability agreement.
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Seller of a notification that payment in full will be escrowed
in a manner customary for such purposes, the Seller shall execute and deliver to Purchaser any document, including the requisite
satisfaction or release, if required, necessary to satisfy the Mortgage Loan. No later than five (5) Business Days following its
receipt of such notification and satisfaction or release (if required), the Purchaser shall deliver, or cause to be delivered, to the
Seller the related Mortgage Loan Documents and the release or satisfaction properly executed by the owner of record of the applicable
mortgage or its duly appointed attorney in fact. No expense incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Custodial Account.
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In the event the Seller satisfies or releases a Mortgage without having obtained payment in full of the indebtedness secured by the
Mortgage or should it otherwise prejudice any right the Purchaser may have under the mortgage instruments, the Seller, upon written
demand, shall remit within two (2) Business Days to the Purchaser the then outstanding principal balance of the related Mortgage Loan
by deposit thereof in the Custodial Account. The Seller shall maintain the Fidelity Bond and errors and omissions insurance insuring
the Seller against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set
forth herein.
From time to time and as appropriate for the service or foreclosure of the Mortgage Loan, including for the purpose of collection
under any Primary Mortgage Insurance Policy, the Purchaser shall, upon request of the Seller and delivery to the Purchaser of a
servicing receipt signed by a Servicing Officer, release the Mortgage File to the Seller. Such servicing receipt shall obligate the
Seller to return the related Mortgage Loan Documents to the Purchaser when the need therefor by the Seller no longer exists, unless
the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial
Account or the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as
required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Seller has delivered to the Purchaser a certificate of a Servicing Officer
certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or
purposes of such delivery. Upon receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was liquidated, the
servicing receipt shall be released by the Purchaser to the Seller.
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Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Seller shall be entitled to withdraw from the Custodial Account or to retain from
interest payments on the Mortgage Loans the amounts provided for as the Seller's Servicing Fee, subject to payment of compensating
interest on Principal Prepayments. Additional servicing compensation in the form of assumption fees, as provided in Section 6.01, and
late payment charges or otherwise shall be retained by the Seller to the extent not required to be deposited in the Custodial
Account. The Seller shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and
shall not be entitled to reimbursement therefor except as specifically provided for.
Section 6.04 Annual Statement as to Compliance.
The Seller will deliver to the Purchaser annually, after the close of Seller's fiscal year on or before April 1 of each year,
beginning with April 1 of the calendar year after the year in which the first Closing Date occurs, an Officers' Certificate stating
that (i) a review of the activities of the Seller during the preceding calendar year and of performance under this Agreement has been
made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Seller has
fulfilled all of its obligations under this Agreement throughout such year in all material respects, or, if there has been a
non-compliance in the fulfillment of any such obligation, specifying each such non-compliance known to such officers and the nature
and status thereof.
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Section 6.05 Annual Independent Certified Public Accountants' Servicing Report.
On or before April 1 of each year, beginning with April 1 of the calendar year after the year in which the first Closing Date occurs,
the Seller at its expense shall cause a firm of independent certified public accountants (which may also render other services to the
Seller) to furnish a report to Purchaser to the effect that certain mortgage loans serviced by the Seller were included in the total
population of Mortgage Loans subject to selection for testing in such firm's examination of certain documents and records, that such
examination was conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers and that such
examination disclosed no items of material noncompliance with the provisions of the Uniform Single Attestation Program for Mortgage
Bankers, except for such items of noncompliance as shall be set forth in such report.
Section 6.06 Purchaser's Right to Examine Seller Records.
The Purchaser shall have the right to examine and audit upon reasonable prior written notice to the Seller, during business hours or
at such other times as might be reasonable under applicable circumstances, any and all of the books, records, documentation or other
information of the Seller, or held by another for the Seller or on its behalf or otherwise, which relates to the performance or
observance by the Seller of the terms, covenants or conditions of this Agreement.
Neither Purchaser nor the Seller shall, nor will they permit any of their respective affiliates, employees, agents or representatives
to, divulge or disclose, directly or indirectly, any information concerning the Mortgage Loans in violation of any law. Neither
party shall, nor shall they permit any of their respective affiliates, employees, agents or representatives to, divulge or disclose,
directly or indirectly, any information concerning the business practices of the other party to this Agreement. This paragraph does
not apply to information which is not confidential or which has been published or otherwise made available to the general public
prior to the date of this Agreement, or information required to be released under law or by or to any regulatory, administrative or
judicial body or agency or the furnishing by either party of information to their respective affiliates, auditors, and/or attorneys.
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ARTICLE VII
REPORTS TO BE PREPARED BY SELLER
Section 7.01 Seller Shall Provide Information as Reasonably Required.
The Seller shall furnish to the Purchaser during the term of this Agreement any reports, information or documentation, whether or not
provided for herein, as shall be necessary, reasonable or appropriate in respect to the Purchaser, or otherwise with respect to the
Mortgage Loans and the performance of the Seller under this Agreement, including any reports, information or documentation reasonably
required to comply with any regulations regarding any supervisory agents or examiners of the Purchaser. If the reports or other
information requested will require the Seller to incur additional costs or expenses outside of its normal servicing procedures,
Purchaser agrees to reimburse the Seller for those costs and expenses. The Seller agrees to execute and deliver all such instruments
and take all such action as the Purchaser, from time to time, may reasonably request in order to effectuate the purpose and to carry
out the terms of this Agreement.
In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective purchaser (i) either, in Seller's
discretion: (a) audited financial statements of the Seller (to the extent that such financial statements are publicly available), or
(b) such audited financial statements as Seller periodically provides to Fannie Mae to maintain its status as a Fannie Mae approved
seller of mortgage loans, and (ii) audited financial statements of the Seller's parent company, Morgan Stanley, for the most recently
completed fiscal year for which such statements are available. If it has not already done so, the Seller shall furnish promptly to
the Purchaser or a prospective purchaser copies of the audited financial statements specified above; provided, however, that prior to
furnishing such statements or information to any prospective purchaser, the Seller may require such prospective purchaser to execute
a confidentiality agreement in a form satisfactory to the Seller.
The Seller shall on reasonable notice by the Purchaser permit any prospective purchaser to inspect the Seller's servicing facilities
in accordance with Section 6.06 for the purpose of satisfying such prospective purchaser that the Seller has the ability to service
the Mortgage Loans as provided in this Agreement.
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ARTICLE VIII
THE SELLERSection 8.01 Indemnification; Third Party Claims.
Each party hereto agrees to indemnify the other party and its affiliates and hold them harmless against any and all claims, losses,
damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses ("Losses")
that such party or any of its affiliates may sustain in any way related to: (i) the failure of the other party to observe and
perform its duties, obligations, covenants, and agreements under this Agreement, and (ii) with respect to Purchaser, a material
breach of any of Purchaser's representations and warranties in Section 3.05 of this Agreement. Further, the Seller agrees to
indemnify the Purchaser and its affiliates and hold them harmless against Losses that the Purchaser or any of its affiliates may
sustain in any way related to the breach of Seller's representations and warranties set forth in Sections 3.01 or 3.02 of this
Agreement or in any way related to any Mortgage Loan that Seller is required to repurchase pursuant to Section 2.07. The party
seeking indemnification under this section shall promptly notify the other party if a claim is made by a third party with respect to
this Agreement or the Mortgage Loans. The indemnifying party shall assume (with the consent of the indemnified party) the defense of
any such claim and pay all expenses in connection therewith, including attorney's fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered in respect of such claim. The indemnifying party shall follow any written instructions
received from the indemnified party in connection with such claim. The provisions of this Section 8.01 shall survive termination of
this Agreement.
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Section 8.02 Merger or Consolidation of the Seller.
The Seller will keep in full effect its existence, rights and franchises as a corporation under the laws of the state of its
incorporation except as permitted herein, and will obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement,
or any of the Mortgage Loans and to perform its duties under this Agreement.
Any Person into which the Seller may be merged or consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Seller shall be a party, or any Person succeeding to the business of the Seller, shall be the successor of
the Seller hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that unless otherwise consented to by the Purchaser, the
successor or surviving Person shall be an institution qualified to service mortgage loans on behalf of Fannie Mae, and shall service
a minimum of $250,000,000 in residential mortgage loans.
Section 8.03 Limitation on Liability of the Seller and Others.
Neither the Seller nor any of the officers, employees or agents of the Seller shall be under any liability to the Purchaser for any
action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment made
in good faith; provided, however, that this provision shall not protect the Seller or any such person against any breach of
warranties or representations made herein, or failure to perform its obligations in compliance with Accepted Servicing Practices, or
any breach of the terms and conditions of this Agreement. The Seller and any officer, employee or agent of the Seller may rely in
good faith on any document of any kind prima facie properly executed and submitted by the Purchaser respecting any matters arising
hereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to
its duties to service the Mortgage Loans in accordance with this Agreement and which in its reasonable opinion may involve it in any
expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it
may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the
reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for
which the Purchaser will be liable. The Seller shall be entitled to be reimbursed therefor from the Purchaser upon written demand.
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Section 8.04 Assignment of Servicing by Seller, Resignation.
The Seller may, upon written notice to Purchaser, assign, sell or transfer the servicing rights with respect to the Mortgage Loans to
a third party satisfactory to Purchaser in its reasonable discretion. Purchaser shall not unreasonably delay consenting to such
assignment, sale or transfer. Notwithstanding any assignment, sale or transfer, the Seller shall remain liable to Purchaser for all
obligations and responsibilities set forth in Sections 2.07, 3.03, 3.04, and 8.01 of this Agreement.
The Seller may resign from the obligations and duties hereby imposed on it as Servicer upon the determination that Seller's duties
hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller. Any such determination
permitting the resignation of the Seller shall be evidenced by an opinion of counsel to such effect delivered to the Purchaser which
opinion of counsel shall be in form and substance acceptable to the Purchaser. No assignment, sale, transfer or resignation shall
become effective until a successor shall have assumed the Seller's responsibilities and obligations hereunder in the manner provided
in Section 11.01.
ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
In case one or more of the following Events of Default by the Seller shall occur and be continuing:
(i) any failure by the Seller to remit to the Purchaser any payment required to be made under the terms of this Agreement which
continues unremedied for a period of three (3) Business Days after the date upon which written notice of such failure,
requiring the same to be remedied, shall have been given to the Seller by the Purchaser; or
(ii) failure on the part of the Seller duly to observe or perform in any material respect any other of the covenants or
agreements on the part of the Seller set forth in this Agreement which continues unremedied for a period of thirty (30) days
(except that such number of days shall be fifteen (15) in the case of a failure to pay any premium for any insurance policy
required to be maintained under this Agreement) after the date on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Seller by the Purchaser; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a
conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities
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or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Seller and such
decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or
(iv) the Seller shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, bankruptcy,
readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Seller or of or relating
to all or substantially all of its property; or
(v) the Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(vi) the Seller ceases to be eligible to sell Mortgage Loans to and service Mortgage Loans for Fannie Mae, and continues to be
ineligible to sell Mortgage Loans to and service Mortgage Loans for Fannie Mae for a period of sixty (60) days after the
date on which written notice of such ineligibility shall have been given to the Seller by Fannie Mae.
then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser may, by notice in
writing to the Seller, in addition to whatever rights the Purchaser may have under this Agreement, and at law or equity or to
damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Seller under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Seller for the same; provided, however,
that no termination under this section shall affect Seller's right to administer the Trading Accounts or Seller's obligations to hold
the Additional Collateral for Purchaser's benefit and to maintain control of the Trading Accounts on Purchaser's behalf. On or after
the receipt by the Seller of such written notice, (i) all authority and power of the Seller under this Agreement, whether with
respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section 11.01;
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provided, however, that Seller shall maintain the right to administer the Trading Accounts and shall continue to hold the Additional
Collateral for Purchaser's benefit and to maintain control of the Trading Accounts on Purchaser's behalf, and (ii) upon further
written request from the Purchaser, the Seller shall prepare, execute and deliver, any and all documents and other instruments, place
in such successor's possession all Mortgage Files and Servicing Files, and do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, including the transfer and endorsement or assignment of the
Mortgage Loans and related documents, or otherwise, at the Seller's sole expense. The Seller agrees to cooperate with the Purchaser
and such successor in effecting the termination of the Seller's responsibilities and rights hereunder as provided above, including,
without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited
by the Seller to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans or any REO
Property.
Section 9.02 Waiver of Defaults.
The Purchaser may waive only by written notice any default by the Seller in the performance of its obligations hereunder and its
consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other
default or impair any right consequent thereon except to the extent expressly so waived in writing.
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ARTICLE XTERMINATIONSection 10.01 Termination.
The respective obligations and responsibilities of the Seller as servicer shall terminate upon: (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or the disposition of all REO Property and the remittance
of all funds due hereunder; (ii) the date agreed upon by mutual consent of the Seller and the Purchaser in writing; (iii) the
repurchase by the Seller of all of the Mortgage Loans subject to this Agreement, pursuant to Section 10.02 or (iv) as otherwise
provided in this Agreement.
Section 10.02 Seller's Right of First Refusal
If Purchaser shall elect to sell, assign or transfer any Mortgage Loans purchased under this Agreement to any third
party other than an Affiliate of Purchaser, Purchaser hereby agrees that Seller will have a non-exclusive right to bid to purchase
such Mortgage Loans and, if Purchaser shall elect to seek from one or more third parties bids to purchase such Mortgage Loans, Seller
will have a right to review such bids and to purchase such Mortgage Loan in the event that Seller offers Purchaser equivalent or
better terms than those actually offered by any third party as part of a bona fide, independent offer.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Successor to the Seller.
Upon termination of Seller's responsibilities and duties under this Agreement pursuant to Sections 8.04, 9.01, or 10.01, the
Purchaser shall (i) succeed to and assume all of the Seller's responsibilities, rights, duties and obligations under this Agreement,
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or (ii) appoint a successor having the characteristics set forth in Section 8.02 hereof and which shall succeed to all rights and
assume all of the responsibilities, duties and liabilities of the Seller under this Agreement prior to the termination of Seller's
responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Purchaser may
make such arrangements for the compensation of such successor out of payments on Mortgage Loans as the Purchaser and such successor
shall agree. In the event that the Seller's duties, responsibilities and liabilities under this Agreement should be terminated
pursuant to the aforementioned Sections, the Seller shall discharge such duties and responsibilities during the period from the date
it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is
obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or
financial condition of its successor. The resignation or removal of Seller pursuant to the aforementioned Sections shall not become
effective until a successor shall be appointed pursuant to this Section and shall in no event relieve the Seller of its obligations
under Sections 2.07, 3.03, 3.04 or 8.01.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the Seller and to the Purchaser an instrument
accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities,
obligations and liabilities of the Seller, with like effect as if originally named as a party to this Agreement. Any termination or
resignation of the Seller or this Agreement pursuant to Section8.04, 9.01, or 10.01 shall not affect any claims that the Purchaser
may have against the Seller arising prior to any such termination or resignation.
The Seller shall promptly deliver to the successor the funds in the Custodial Account and the Escrow Account and the Mortgage Files,
Servicing Files and related documents and statements held by it hereunder and the Seller shall account for all funds. The Seller
shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely
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vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Seller. The
successor shall make arrangements as it may deem appropriate to reimburse the Seller for unrecovered Servicing Advances which the
successor retains hereunder and which would otherwise have been recovered by the Seller pursuant to this Agreement but for the
appointment of the successor servicer.
Upon a successor's acceptance of appointment as such, the Seller shall notify by mail the Purchaser of such appointment.
Section 11.02 Amendment.
This Agreement may be amended from time to time by the Seller and the Purchaser only by written agreement signed by the Seller and
Purchaser. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.
Section 11.03 Intentionally Omitted.Section 11.04 Governing Law.
This Agreement is to be governed by, and construed in accordance with, the internal laws (as compared to conflicts of law provisions)
of the State of Illinois.
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Section 11.05 Notices.
Any demands, notices, consents or other communications permitted or required hereunder shall be in writing including, but not limited
to, electronic transmission and shall be deemed conclusively to have been duly given if personally delivered, sent by overnight
courier, or mailed by registered mail, postage prepaid, and return receipt requested or certified mail, return receipt requested, or
transmitted by telex, telegraph, telecopier, electronic transmission , as follows:
(i) if to the Seller:
Morgan Stanley Dean Witter Credit Corporation
2500 Lake Cook Road
Riverwoods, Illinois60015
Attn: Law Division (with a copy to the Vice President, Secondary Marketing)
(ii) if to the Purchaser:
E*TRADE Bank
671 North Glebe Road
Arlington, VA22203
Attention: Vice President, Operations
or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice, consent, or
communication hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee
(as evidenced, in the case of registered or certified mail, by the date noted on the return receipt).
Section 11.06 Severability of Provisions.
Any part, provision, representation or warranty of this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall be ineffective, in such jurisdiction, to the extent of such prohibition or unenforceability
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without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any
Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction.
Section 11.07 Exhibits.
The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.
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Section 11.08 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as
well as the singular, and the use of any gender herein shall be deemed to include the other gender;
(ii) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted
accounting principles;
(iii) references herein to "Articles,""Sections,""Subsections,""Paragraphs," and other subdivisions without reference to a
document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the
same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
(v) the words "herein,""hereof,""hereunder," and other words of similar import refer to this Agreement as a whole and not to
any particular provision;
(vi) the term "include" or "including" shall mean without limitation by reason of enumeration; and
(vii) headings of the Articles and Sections in this Agreement are for reference purposes only and shall not be deemed to
have any substantive effect.
Section 11.09 Reproduction of Documents.
This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and modifications which may
hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial statements, certificates and other
information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature
photographic, electronic mail transmissions or other similar process. The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in
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existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
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Section 11.10 Recordation of Assignments of Mortgage.
Except as required under this Agreement or by applicable law, the Assignments shall not be recorded by Seller. The Purchaser may, at
its option and expense (including all recordation fees), prepare and record any Assignment.
Section 11.11 Assignment by Purchaser.
Subject to Sections 2.06 and 10.02 hereof, Purchaser shall have the right, without the consent of the Seller hereof, to sell, assign
or transfer, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate
any person to exercise any rights of the Purchaser hereunder, and the assignee or designee shall accede to the rights and obligations
hereunder of the Purchaser with respect to such Mortgage Loans; provided that subsequent to any such assignment the Purchaser shall
retain its rights to indemnification and repurchase hereunder. All references to the Purchaser in this Agreement shall be deemed to
include its assignee or designee.
The provisions of this Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the
parties hereto.
Section 11.12 No Partnership.
Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties hereto and the
services of the Seller shall be rendered as an independent contractor and not as agent for Purchaser.
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Section 11.13 Execution.
This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of
which, when so executed, shall be deemed to be an original; such counterparts, together, but all of which together, shall constitute
one instrument notwithstanding that all parties are not signatories to the same counterparts..
Section 11.14 Entire Agreement.
Any prior representation or statements, whether oral or written, as to any matter related to this Agreement are merged herein. This
Agreement sets forth the entire understanding between the parties hereto and shall be binding upon all successors of both parties. In
the event of any inconsistency between the Purchase Price and Terms Letter for the related pool of Mortgage Loans and this Agreement,
this Agreement shall control.
Section 11.15 No Solicitation.
From and after each Closing Date, the Seller agrees that neither Seller nor any of its Affiliates will take any action or permit or
cause any action to be taken by anyone on behalf of either Seller or any of its Affiliates, to solicit the Mortgagor under any
Mortgage Loan to refinance the Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. It is
understood and agreed that promotions for refinance undertaken by or on behalf of the Seller or any Affiliate of the Seller that are
directed to segments of the general public, including, without limitation, mass mailing, direct marketing solicitations, newspaper,
radio and television advertisements, shall not constitute solicitation under this Section 11.15.
From and after each Closing Date, Purchaser agrees that neither Purchaser nor any of its Affiliates will take any action or permit
or cause any action to be taken by anyone on behalf of either Purchaser or any of its Affiliates to solicit the Mortgagor under any
Mortgage Loan for any purpose, without the prior written consent of the Seller. It is understood and agreed that promotions
undertaken by or on behalf of Purchaser or any Affiliate of Purchaser that are directed to segments of the general public,
including, without limitation, mass mailing, direct marketing solicitations, newspaper, radio and television advertisements, shall
not constitute a solicitation under this Section 11.15.
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Section 11.16 Intentionally Omitted.Section 11.17 Cooperation of Seller with a Reconstitution.
The Seller and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the Closing Date, on one or
more dates (each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a "Reconstitution")
of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more whole loan transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more pass-through transfers (each, a "Pass-ThroughTransfer").
With respect to each Whole Loan Transfer and each Pass-Through Transfer entered into by the Purchaser, the Seller agrees (1) to
cooperate fully with the Purchaser, any prospective purchaser, any master servicer or trustee and/or any issuer or other participant
in such Reconstitution ("Reconstitution Parties") with respect to all reasonable requests and due diligence procedures; (2) to
execute, deliver and perform all Seller's warranties and servicing agreements, participation and servicing agreements, pooling and
servicing agreements or similar agreements (collectively, "Reconstitution Agreements") requested by the Purchaser, which shall
contain, among other provisions, such provisions and requirements as will, in the case of a Pass-Through Transfer, enable some or all
of the securities issued in connection with such Pass-Through Transfer to be rated in the highest rating category by one or more
Rating Agencies; and (3) to restate in the Reconstitution Agreement or in another appropriate agreement or letter requested by the
Purchaser the representations and warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date"); provided that with respect to those representations and warranties that relate to
delinquency or condition of the Mortgaged Property, the Seller shall only be required to restate such representations and warranties
as of the Closing Date and shall represent and warrant as to the actual status thereof as of the Reconstitution Date. The Seller
shall provide to the Purchaser and/or any other participants in such Reconstitution: (i) any and all information and appropriate
verification of information which may be reasonably available to the Seller, whether through letters of its auditors, opinions of
counsel or otherwise, as the Purchaser or any such other participant shall request; and (ii) such additional representations,
warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Seller as
are reasonably agreed upon by the Seller and the Purchaser or any such other participant. The Seller shall indemnify the Purchaser
and Reconstitution Parties against material omissions or material misrepresentations with respect to information provided solely
by or on behalf of the Seller. The Purchaser shall be responsible for the costs relating to the preparation and delivery of such
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information by or on behalf of Seller. The Purchaser shall indemnify the Seller against material omissions or material
misrepresentations with respect to information provided solely by or on behalf of the Purchaser.
In the event the Seller has agreed to and does hold record title to the Mortgages prior to the Reconstitution Date, the Seller shall
prepare an Assignment in blank and in recordable form to the prospective purchaser, issuer or trustee, as applicable, from the
Seller, for each Mortgage Loan that is part of the Reconstitution. The Purchaser shall pay all preparation and recording costs
associated therewith.
With respect to the sale or potential sale of the Additional Collateral Mortgage Loans, Purchaser shall not use, circulate,
quote or otherwise refer to the Surety Bond Issuer or the Surety Bond for any purpose, including but not limited to, the
registration, purchase and sale of securities, nor file the Surety Bond with, or refer to it or to the Surety Bond Issuer, as part of
any registration statement or offering document, without the express prior written consent of the Surety Bond Issuer as to both form
and substance of such disclosure.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to this Agreement and, if this Agreement
shall remain in effect with respect to the related Mortgage Loans, shall continue to be serviced in accordance with the terms of this
Agreement and with respect thereto this Agreement shall remain in full force and effect.
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be signed hereto by their respective officers thereunto
duly authorized as of the day and year first above written.
E*TRADE BANK, Purchaser
By:_____________________
Name:__________________
Title:___________________
MORGAN STANLEY DEAN WITTER CREDIT CORPORATION, Seller and Servicer
By:_____________________
Name:__________________
Title:___________________
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EXHIBIT A: MORTGAGE LOAN SCHEDULE
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EXHIBIT B: CONTENTS OF MORTGAGE AND SERVICING FILES
With respect to each Mortgage Loan, the Mortgage File shall include each of the following items (1) – (8). With respect to
each Mortgage Loan, the Servicing File shall include, in electronic format or hard copy, each of the following items (9) – (26),
which shall be available for inspection by the Purchaser, and which shall be retained by the Seller in the Servicing File or
delivered to the Purchaser or its designee pursuant the Purchase, Warranties and Servicing Agreement.
1. The original Mortgage Note endorsed "Pay to the order of _____, without recourse," and signed in the name of the Seller by
an authorized officer. The Mortgage Note shall include all intervening endorsements showing a complete chain of title from
the originator to Seller.
2. The original recorded with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the
recording office, evidence of the original Mortgage which has been delivered for recording in the appropriate recording
office of the jurisdiction in which the Mortgaged Property is located.
3. The original Primary Mortgage Insurance Policy, if any.
4. An Assignment as to each Mortgage, executed in blank in recordable form but not recorded.
5. The original policy of title insurance, if applicable (or preliminary title report if the original title insurance policy
has not been received from the title insurance company or if a preliminary title report is the documentation required by the
Seller).
6. The original intervening Assignments of the Mortgage, with evidence of recording thereon, or if the original Assignment has
not yet been returned from the recording office, a copy of the intervening Assignment which has been delivered for
recording, if any.
7. Originals of all assumptions and modification agreements, if any.
8. If the Mortgage Note or Mortgage or any other material document or instrument relating to the Mortgage Loan has been signed
by a person on behalf of the Mortgagor, the original power of attorney or other instrument that authorized and empowered
such person to sign bearing evidence that such instrument has been recorded, if so required in the appropriate jurisdiction
where the Mortgaged Property is located (or, in lieu thereof, a duplicate or conformed copy of such instrument, together
with a certificate of receipt from the recording office, certifying that such copy represents a true and complete copy of
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the original and that such original has been or is currently submitted to be recorded in the appropriate governmental
recording office of the jurisdiction where the Mortgaged Property is located), or if the original power of attorney or other
such instrument has been delivered for recording in the appropriate public recording office of the jurisdiction in which the
Mortgaged Property is located.
9. Mortgage Loan closing statement (Form HUD-1) and any other truth-in-lending or real estate settlement procedure forms
required by law.
10. Residential loan application.
11. Uniform underwriter and transmittal summary (FNMA Form 1008) or reasonable equivalent.
12. Credit report on the mortgagor.
13. Business credit report, if applicable.
14. Residential appraisal report and attachments thereto.
15. The original of any guarantee executed in connection with the Mortgage Note.
16. Verification of employment and income, if any, except for Mortgage Loans originated under a Limited Documentation Program,
all in accordance with Seller's underwriting guidelines.
17. Verification of acceptable evidence of source and amount of down payment, in accordance with Seller's underwriting
guidelines.
18. Photograph of the Mortgaged Property (may be part of appraisal).
19. Survey of the Mortgaged Property, if any.
20. Sales contract, if applicable.
21. If available, termite report, structural engineer's report, water potability and septic certification.
22. Any original security agreement, chattel mortgage or equivalent executed in connection with the Mortgage, if applicable.
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23. With respect to each adjustable rate Mortgage Loan, a statement to the effect that the Mortgagor has received all disclosure
materials required by applicable law with respect to the making of adjustable rate Mortgage Loans.
24. With respect to the Additional Collateral Mortgage Loans, a copy of any related pledge, security or control agreement, as
the case may be.
25. With respect to each Additional Collateral Mortgage, a copy of any filed UCC-1 financing statements in the name of Seller
or, if the UCC-1 has not yet been returned from the recording office, a copy of such UCC-1 which has been delivered for
recording and an original form UCC-3 assignment in blank.
26. As applicable, such additional documents as are sufficient and necessary under the laws of the jurisdiction wherein a
Cooperative Apartment is located to reflect the sale of the Mortgage Loan and the security interest in the Mortgaged
Property in regard to a Cooperative Apartment.
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EXHIBIT C: SELLER'S UNDERWRITING GUIDE
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EXHIBIT D: FORM OF LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that E*TRTADE Bank ("Purchaser") having its principal place of business at 671 North
Glebe Road, Arlington, Virginia22203 hereby constitutes and appoints Morgan Stanley Dean Witter Credit Corporation ("the Seller"),
a Delaware corporation having its principal place of business at 2500 Lake Cook Road, Riverwoods, Illinois60015, by and through any
of its Vice Presidents or more senior officers, its true and lawful Attorney-in-Fact, in its name, place and stead and for its
benefit, in connection with all residential mortgage loans serviced by the Seller for Purchaser for the purposes of performing all
acts and executing all documents in the name of Purchaser necessary and incidental to servicing said loans, including but not limited
to:
(1) Foreclosing delinquent loans or discontinuing such foreclosure proceedings, executing claims for insurance benefits under
private mortgage insurance policies and endorsing related proceeds checks made payable to Purchaser;
(2) Selling, transferring or otherwise disposing of real property acquired through foreclosure or otherwise, including but not
limited to executing all contracts, agreements, deeds, assignments or other instruments reasonably necessary or advisable to
effect such sale, transfer or disposition, and receiving proceeds and endorsing checks made payable to the order of Purchaser
from such proceedings;
(3) Preparing, executing and delivering satisfactions, cancellations, discharges, or full or partial releases of lien,
subordination agreements, modification agreements, assumption agreements, and substitutions of trustees under deeds of trust;
(4) Endorsing promissory notes and executing assignments of mortgages, deeds of trust, deeds to secure debt and other security
instruments securing said promissory notes in connection with loans for which the Seller has received full payment of all
outstanding amounts due; and
(5) Any and all such other acts of any kind and nature whatsoever that are necessary and prudent to service the loans.
Purchaser further grants to the Seller full power and authority to do and perform all acts necessary for the Seller to carry into
effect the power or powers granted by or under this Limited Power of Attorney as fully as Purchaser might or could do with the same
validity as if all and every such act had been herein particularly stated, expressed and especially provided for, and hereby ratifies
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and confirms all that the Seller shall lawfully have done, do, or cause to be done by virtue of the powers and authority and
contemplated hereby. This Limited Power of Attorney shall be effective as of June 1, 2002.
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Third parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney, and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect until revoked in writing by Purchaser. Third
parties without actual notice may rely upon a certificate to the effect set forth in the preceding sentence given by the Seller.
ATTEST
________________________________
________________________________ By:________________________________________
Name: Name:
Title: Title:
Corporate Seal:
STATE OF___________________)
) ss:
COUNTY OF__________________)
On the __day of____, ____, before me, the undersigned, a Notary Public in and for said county and state, personally appeared
_____________________ and ___________________, personally known to me to be the persons who executed the within instrument as
_____________________ and ______________________, respectively, on behalf of the corporation therein named, and they duly severally
acknowledged that they reside at __________________________________ and that said instrument is the act and deed of said corporation,
and that they, being authorized to do so, executed and delivered said instrument and affixed the corporate seal thereto for the
purposes therein contained.
Witness my hand and official seal:
__________________________________________________
Notary Public State of____________________________
My Commission Expires:__________________________
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EXHIBIT E: FORM OF WARRANTY BILL OF SALE
On this ___ day of____________ __, ____, Morgan Stanley Dean Witter Credit Corporation does hereby sell, transfer, assign,
set over and convey to [*Purchaser*] ("Purchaser"), without recourse in accordance with the terms of that certain Purchase,
Warranties and Servicing Agreement dated as of________ __, _____, between Seller and Purchaser (as amended, modified, restated or
supplemented from time to time, the "Purchase, Warranties and Servicing Agreement"; all capitalized terms used herein and not
otherwise defined herein shall have the respective meanings set forth in the Purchase, Warranties and Servicing Agreement), all of
the right, title and interest of Seller in and to each Mortgage Loan set forth on the Mortgage Loan Schedule attached hereto as
Schedule I, including all interest and principal received by Seller on or with respect to each such Mortgage Loan after the Cut-off
Date (other than payments of principal and interest due on such Mortgage Loan on or before the Cut-off Date), any related Mortgage
Loan Documents and the related Mortgage and Servicing Files. Each Mortgage Loan set forth on the attached Mortgage Loan Schedule
shall be subject to the Purchase, Warranties and Servicing Agreement from the date hereof, and Seller hereafter shall service and
administer each such Mortgage Loan pursuant thereto for Purchaser thereunder.
This Warranty Bill of Sale shall be governed by, and construed in accordance with the internal laws (as compared to
conflicts of law provision) of the State of Illinois.
MORGAN STANLEY DEAN WITTER
CREDIT CORPORATION
By: ________________________________
Name:
Title:
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EXHIBIT F: FORM OF MONTHLY REMITTANCE REPORT
102
AMENDMENT NUMBER ONE
to the
PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of April 28, 2006
among
EMC MORTGAGE CORPORATION,
as Purchaser
and
MORGAN STANLEY CREDIT CORPORATION,
as Company
This AMENDMENT NUMBER ONE (this "Amendment") is made and entered into this 28th day of April, 2006, by and between EMC
Mortgage Corporation, a Delaware corporation, as purchaser (the "Purchaser") and Morgan Stanley Credit Corporation, as company (the
"Company") in connection with the Purchase, Warranties and Servicing Agreement, dated as of June 26, 2002, between the Company and the
Purchaser (as successor in interest to E*Trade Bank) (the "Agreement"). This Amendment is made pursuant to Section 11.02 of the
Agreement.
RECITALS
WHEREAS, the parties hereto have entered into the Agreement;
WHEREAS, the Agreement provides that the parties thereto may enter into an amendment to the Agreement;
WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment; and
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the
Agreement.
2. Article I of the Agreement is hereby amended effective as of the date hereof by adding the following definitions to
Section 1.01:
Commission or SEC: The Securities and Exchange Commission.
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Company: Morgan Stanley Credit Corporation.
Delinquency Recognition Policies: The generally accepted industry standard that defines the proper means of reporting
delinquency status (such as MBA versus OTS methodology) and the processing standard for addressing residential mortgage loans of the
same type as the Mortgage Loans at various stages throughout default (such as the Fannie Mae Guide or FHLMC Guide standards).
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Master Servicer: With respect to any Securitization Transaction, the "master servicer," if any, identified in the related
transaction documents.
Prepayment Charge: Any prepayment premium, penalty or charge payable by a Mortgagor in connection with any Principal
Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided that the following conditions
are satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Company and such Person that contemplated
that such Person would underwrite mortgage loans from time to time, for sale to the Company, in accordance with underwriting
guidelines designated by the Company ("Designated Guidelines") or guidelines that do not vary materially from such Designated
Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the Company
within 180 days after origination; (iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated,
used by the Company in origination of mortgage loans of the same type as the Mortgage Loans for the Company's own account or (y) the
Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for
use by lenders in originating mortgage loans to be purchased by the Company; and (iv) the Company employed, at the time such Mortgage
Loans were acquired by the Company, pre-purchase or post-purchase quality assurance procedures (which may involve, among other
things, review of a sample of mortgage loans purchased during a particular time period or through particular channels) designed to
ensure that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company.
Regulation AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as amended from
time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to time.
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Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage
Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or
unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the
payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole
or in part, of some or all of the Mortgage Loans.
Servicing Criteria: As of any date of determination, the "servicing criteria" set forth in Item 1122(d) of Regulation AB,
or any amendments thereto, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit J for
convenience of reference only. In the event of a conflict or inconsistency between the terms of Exhibit J and the text of Item
1122(d) of Regulation AB, the text of Item 1122(d) of Regulation AB shall control (or those Servicing Criteria otherwise mutually
agreed to by the Purchaser, the Company and any Person that will be responsible for signing any Sarbanes Certification with respect
to a Securitization Transaction in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit J).
Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as "servicing"
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Company
or a Subservicer.
Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the
Company.
3. Article I of the Agreement is hereby amended effective as of the date hereof by deleting in its entirety the
definition of Business Day in Section 1.01 and replacing it with the following:
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a legal holiday in the States of Illinois, New York,
North Carolina, Maryland or Minnesota or in the Commonwealth of Virginia or (iii) a day on which banks in the States of Illinois, New
York, North Carolina, Maryland or Minnesota or in the Commonwealth of Virginia are authorized or obligated by law or executive order
to be closed.
4. Article I of the Agreement is hereby amended effective as of the date hereof by deleting in its entirety the
definition of Subservicer in Section 1.01 and replacing it with the following:
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Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any Subservicer and is responsible for the
performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Company under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB. Any subservicer shall meet the qualifications set forth in Section 4.01.
5. Article I of the Agreement is hereby amended effective as of the date hereof by deleting in its entirety the
definition of Principal Prepayment in Section 1.01 and replacing it with the following:
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan full or partial which is received in advance of
its scheduled Due Date, including any Prepayment Charge and which is not accompanied by an amount of interest representing scheduled
interest due on any date or dates in any month or months subsequent to the month of prepayment.
6. Article III of the Agreement is hereby amended effective as of the date hereof by revising Section 3.01(k) as
follows (new text underlined):
(k) Company has delivered to the Purchaser financial statements of its parent, for its last two complete fiscal years.
All such financial information fairly presents the pertinent results of operations and financial position for the period identified
and has been prepared in accordance with GAAP consistently applied throughout the periods involved, except as set forth in the notes
thereto. There has been no change in the servicing policies and procedures, business, operations, financial condition, properties or
assets of the Company since the date of the Company's financial information that would have a material adverse effect on its ability
to perform its obligations under this Agreement;
7. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(m):
(m) As of the date of each Securitization Transaction, and except as has been otherwise disclosed to the Purchaser, any
Master Servicer and any Depositor: (1) no default or servicing related performance trigger has occurred as to any other
securitization due to any act or failure to act of the Company; (2) no material noncompliance with applicable servicing criteria as
to any other securitization has occurred, been disclosed or reported by the Company; (3) the Company has not been terminated as
servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing
performance test or trigger; (4) no material changes to the Company's servicing policies and procedures for similar loans has
occurred in the preceding three years; (5) there are no aspects of the Company's financial condition that could have a material
adverse impact on the performance by the Company of its obligations hereunder; (6) there are no legal proceedings pending, or known
to be contemplated by governmental authorities, against the Company that could be material to investors in the securities issued in
such Securitization Transaction; and (7) there are no affiliations, relationships or transactions relating to the Company of a type
that are described under Item 1119 of Regulation AB.
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8. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(n):
(n) If so requested by the Purchaser or any Depositor on any date, the Company shall, within five Business Days
following such request, confirm in writing the accuracy of the representations and warranties set forth in Section 3.01(n) of this
Section or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate
disclosure of the pertinent facts, in writing, to the requesting party.
9. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(o):
(o) Notwithstanding anything to the contrary in the Agreement, the Company shall (or shall cause each Subservicer and
Third-Party Originator to) (i) immediately notify the Purchaser, any Master Servicer and any Depositor in writing of (A) any material
litigation or governmental proceedings pending against the Company, any Subservicer or any Third-Party Originator, (B) any
affiliations or relationships that develop following the closing date of a Securitization Transaction between the Company, any
Subservicer or any Third-Party Originator and any of the parties specified in clause (7) of paragraph (p) of this Section (and any
other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of
Default under the terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially
all of the assets of the Company, and (E) the Company's entry into an agreement with a Subservicer to perform or assist in the
performance of any of the Company's obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the
Purchaser and any Depositor a description of such proceedings, affiliations or relationships.
Each such notice/update should be sent to EMC by e-mail to regABnotifications@bear.com. Additionally, all notifications
pursuant to this Section 3.01(o), other than those pursuant to Section 3.01(o)(i)(A), should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
With a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
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Notifications pursuant to Section 3.01(o)(i)(A) should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
With copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
10. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.01(p):
(p) As a condition to the succession to the Company or any Subservicer as servicer or subservicer under this Agreement
or any Reconstitution Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated, or (ii)
which may be appointed as a successor to the Company or any Subservicer, the Company shall provide to the Purchaser, any Master
Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written
notice to the Purchaser, any Master Servicer and any Depositor of such succession or appointment and (y) in writing and in form and
substance reasonably satisfactory to the Purchaser, any Master Servicer and such Depositor, all information reasonably requested by
the Purchaser, any Master Servicer or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with
respect to any class of asset-backed securities.
11. Article III of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
3.02(nn):
With respect to each Mortgage Loan, information regarding the borrower credit files related to such Mortgage Loan has been
furnished to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable
implementing regulations.
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12. Article IV of the Agreement is hereby amended effective as of the date hereof by adding this paragraph after the
first sentence of Section 4.01:
In addition, the Company shall furnish information regarding the borrower credit files related to such Mortgage Loan to
credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing
regulations.
13. Article IV of the Agreement is hereby amended effective as of the date hereof by adding this paragraph at the end of
Section 4.02:
The Company shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall have been limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally, (ii) the enforcement
thereof is illegal, or any local, state or federal agency has threatened legal action if the prepayment penalty is enforced, (iii)
the mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard
and customary in servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the
reasonable judgment of the Company, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and
the related Mortgage Loan. If a Prepayment Charge is waived, but does not meet the standards described above, then the Company is
required to pay the amount of such waived Prepayment Charge by remitting such amount to the Purchaser by the Remittance Date.
14. Article IV of the Agreement is hereby amended effective as of the date hereof by revising the first paragraph of
Section 4.03 by adding the following after the first sentence:
In determining the delinquency status of any Mortgage Loan, the Company will use Delinquency Recognition Policies as
described to and approved by the Purchaser, and shall revise these policies as requested by the Purchaser from time to time.
15. Article V of the Agreement is hereby amended effective as of the date hereof by deleting Section 5.02 in its
entirety and replacing it with the following:
Section 5.02 Statements to the Purchaser.The Company shall furnish to Purchaser an individual loan accounting report, as of the last Business Day of each month, in
the Company's assigned loan number order to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With
respect to each month, the corresponding individual loan accounting report shall be received by the Purchaser no later than the fifth
Business Day of the following month on a disk or tape or other computer-readable format in such format as may be mutually agreed upon
by both Purchaser and Company, and no later than the fifth Business Day of the following month in hard copy, and shall contain the
following:
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(i) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to principal
(including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and any prepayment penalties or
premiums, along with a detailed report of interest on principal prepayment amounts remitted in accordance with Section 4.04);
(ii) with respect to each Mortgage Loan and each Monthly Payment, the amount of such remittance allocable to interest;
(iii) with respect to each Mortgage Loan, the amount of servicing compensation received by the Company during the prior
distribution period;
(iv) the Stated Principal Balance of each Mortgage Loan and the aggregate Stated Principal Balance of all Mortgage Loans
as of the first day of the distribution period and the last day of the distribution period;
(v) with respect to each Mortgage Loan, the current Mortgage Interest Rate;
(vi) with respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds and REO Disposition Proceeds received during the prior distribution period;
(vii) with respect to each Mortgage Loan, the amount of any Prepayment Interest Shortfalls paid by the Company [in
accordance with Section 4.04] during the prior distribution period;
(viii) the beginning and ending balances of the Custodial Account and Escrow Account;
(ix) the number of Mortgage Loans as of the first day of the distribution period and the last day of the distribution
period;
(x) with respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage Loan (a) delinquent as grouped in
the following intervals through final liquidation of such Mortgage Loan: 30 to 59 days, 60 to 89 days, 90 days or more; (b) as to
which foreclosure has commenced; and (c) as to which REO Property has been acquired;
(xi) with respect to each Mortgage Loan, the amount and severity of any realized loss following liquidation of such
Mortgage Loan;
(xii) with respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans, the amount of any Monthly Advances
made by the Company during the prior distribution period;
(xiii) with respect to each Mortgage Loan, a description of any Servicing Advances made by the Company with respect to such
Mortgage Loan including the amount, terms and general purpose of such Servicing Advances, and the aggregate amount of Servicing
Advances for all Mortgage Loans during the prior distribution period;
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(xiv) with respect to each Mortgage Loan, a description of any Nonrecoverable Advances made by the Company with respect to
such Mortgage Loan including the amount, terms and general purpose of such Nonrecoverable Advances, and the aggregate amount of
Nonrecoverable Advances for all Mortgage Loans during the prior distribution period;
(xv) with respect to each Mortgage Loan, a description of any Monthly Advances, Servicing Advances and Nonrecoverable
Advances reimbursed to the Company with respect to such Mortgage Loan during the prior distribution period pursuant to Section 4.05,
and the source of funds for such reimbursement, and the aggregate amount of any Monthly Advances, Servicing Advances and
Nonrecoverable Advances reimbursed to the Company for all Mortgage Loans during the prior distribution period pursuant to Section
4.05;
(xvi) with respect to any Mortgage Loan, a description of any material modifications, extensions or waivers to the terms,
fees, penalties or payments of such Mortgage Loan during the prior distribution period or that have cumulatively become material over
time;
(xvii) a description of any material breach of a representation or warranty set forth in Section 3.01 or Section 3.02
herein or of any other breach of a covenant or condition contained herein and the status of any resolution of such breach;
(xviii) with respect to each Mortgage Loan, the Stated Principal Balance of any substitute Mortgage Loan provided by the
Company and the Stated Principal Balance of any Mortgage Loan that has been replaced by a substitute Mortgage Loan in accordance with
Section 3.03 herein;
(xix) with respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage Loan that has been repurchased by
the Company in accordance with Section 3.03 herein.
In addition, the Company shall provide to the Purchaser such other information known or available to the Company that is
necessary in order to provide the distribution and pool performance information as required under Item 1121 of Regulation AB, as
amended from time to time, as determined by the Purchaser in its sole discretion. The Company shall also provide a monthly report,
in the form of Exhibit F hereto, or such other form as is mutually acceptable to the Company, the Purchaser and any Master Servicer,
Exhibit H with respect to defaulted mortgage loans and Exhibit M, with respect to realized losses and gains, with each such
report.
The Company shall prepare and file any and all information statements or other filings required to be delivered to any
governmental taxing authority or to Purchaser pursuant to any applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Company shall provide Purchaser with such information concerning the Mortgage Loans as is
necessary for Purchaser to prepare its federal income tax return as Purchaser may reasonably request from time to time.
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In addition, not more than sixty (60) days after the end of each calendar year, the Company shall furnish to each Person who
was a Purchaser at any time during such calendar year an annual statement in accordance with the requirements of applicable federal
income tax law as to the aggregate of remittances for the applicable portion of such year.
16. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.04 in its
entirety and replacing it with the following:
Section 6.04 Annual Statement as to Compliance; Annual Certification.
(a) The Company will deliver to the Purchaser and any Master Servicer, not later than March 1 of each calendar year
beginning in 2007, an Officers' Certificate acceptable to the Purchaser and each Master Servicer (an "Annual Statement of
Compliance") stating, as to each signatory thereof, that (i) a review of the activities of the Company during the preceding calendar
year and of performance under this Agreement or other applicable servicing agreement has been made under such officers' supervision
and (ii) to the best of such officers' knowledge, based on such review, the Company has fulfilled all of its obligations under this
Agreement or other applicable servicing agreement in all material respects throughout such year, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of
cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of
such statement shall be provided by the Company to the Purchaser upon request and by the Purchaser upon request to any Person
identified as a prospective purchaser of the Mortgage Loans. In the event that the Company has delegated any servicing
responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall deliver an Annual Statement of Compliance of
the Subservicer as described above as to each Subservicer as and when required with respect to the Company.
(b) With respect to any Mortgage Loans that are the subject of a Securitization Transaction, by March 1 of each calendar
year beginning in 2007, an officer of the Company shall execute and deliver an officer's certificate (an "Annual Certification") to
the Purchaser, any Master Servicer and any related Depositor for the benefit of each such entity and such entity's affiliates and the
officers, directors and agents of any such entity and such entity's affiliates, in the form attached hereto as Exhibit N. In the
event that the Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or
Subcontractor, the Company shall deliver an Annual Certification of the Subservicer or Subcontractor as described above as to each
Subservicer or Subcontractor as and when required with respect to the Company.
(c) If the Company cannot deliver the related Annual Statement of Compliance and Annual Certification by March 1st of
such year, the Purchaser, at its sole option and with the consent of the Person signing the Form 10-K, may permit a cure period for
the Company to deliver such Annual Statement of Compliance and Annual Certification, but in no event later than March 10th of such
year.
Failure of the Company to timely comply with this Section 6.04 shall be deemed an Event of Default, automatically, without
notice and without any cure period, unless otherwise agreed to by the Purchaser and the Person signing the Form 10-K as set forth in
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6.04(c), and Purchaser may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity
or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Company under
this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, as provided
in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall
supercede any other provision in this Agreement or any other agreement to the contrary.
17. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.05 in its
entirety and replacing it with the following:
Section 6.05 [Reserved]
18. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
6.07:
Section 6.07 Assessment of Compliance with Servicing Criteria.
On and after January 1, 2006, the Company shall service and administer, and shall cause each subservicer to servicer or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.
With respect to any Mortgage Loans that are the subject of a Securitization Transaction, the Company shall deliver to the
Purchaser or its designee, any Master Servicer and any Depositor on or before March 1 of each calendar year beginning in 2007, a
report (an "Assessment of Compliance") reasonably satisfactory to the Purchaser, any Master Servicer and any Depositor regarding the
Company's assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122 of Regulation AB or as otherwise required by the Master Servicer, which as of the date
hereof, require a report by an authorized officer of the Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to
the Company;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing
Criteria applicable to the Company;
(c) An assessment by such officer of the Company's compliance with the applicable Servicing Criteria for the period
consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during
such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken
as a whole involving the Company, that are backed by the same asset type as the Mortgage Loans;
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(d) A statement that a registered public accounting firm has issued an attestation report on the Company's Assessment of
Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Company, which statement shall
be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Company,
that are backed by the same asset type as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit L hereto.
With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on or before March 1 of each
calendar year beginning in 2007, the Company shall furnish to the Purchaser or its designee, any Master Servicer and any Depositor a
report (an "Attestation Report") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance
made by the Company, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB or as otherwise
required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or
adopted by the Public Company Accounting Oversight Board.
The Company shall cause each Subservicer, and each Subcontractor determined by the Company pursuant to Section 11.18 to be
"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser, any Master
Servicer and any Depositor an assessment of compliance and accountants' attestation as and when provided in Section 6.07.
If the Company cannot deliver the related Assessment of Compliance or Attestation Report by March 1st of such year, the
Purchaser, at its sole option with the consent of the person signing the Form 10-K, may permit a cure period for the Company to
deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year.
Failure of the Company to timely comply with this Section 6.07 shall be deemed an Event of Default, automatically, without
notice and without any cure period, unless otherwise agreed to by the Purchaser and the Person signing the Form 10-K as described
herein, and Purchaser may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or
to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Company under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, as provided in
Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall
supercede any other provision in this Agreement or any other agreement to the contrary.
19. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
6.08:
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Section 6.08 Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that a purpose of Sections 3.01(m), 5.02, 6.04, 6.07 and 11.18 of this
Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and
regulations of the Commission. None of the Purchaser, any Master Servicer or any Depositor shall exercise its right to request
delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Company acknowledges that
interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and
agrees to comply with requests made by the Purchaser or any Depositor in good faith for delivery of information under these
provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Company
shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor,
any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the
Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with
such disclosures relating to the Company, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the
Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance.
20. Article IX of the Agreement is hereby amended effective as of the date hereof by deleting the first sentence of the
last paragraph of Section 9.01 and replacing it with the following (new text underlined):
Then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice
in writing to the Company (except as otherwise stated herein, in which case, automatically and without notice) Company may, in
addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including
injunctive relief and specific performance, terminate all the rights and obligations of the Company (and if the Company is servicing
any of the Mortgage Loans in a Securitization Transaction, appoint a successor servicer reasonably acceptable to any Master Servicer
for such Securitization Transaction) under this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Company for the same.
21. Article IX of the Agreement is hereby amended effective as of the date hereof by adding the following at the end of
the last paragraph of Section 9.01:
The Company shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a master servicer) and any Depositor,
as applicable, for all reasonable expenses incurred by the Purchaser (or such designee) or such Depositor, as such are incurred, in
connection with the termination of the Company as servicer and the transfer of servicing of the Mortgage Loans to a successor
servicer. The provisions of this paragraph shall not limit whatever rights the Purchaser or any Depositor may have under other
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provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an
action for damages, specific performance or injunctive relief.
22. Article XI of the Agreement is hereby amended effective as of the date hereof by restating Section 11.17 in its
entirety as follows:
Section 11.17. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the related Closing
Date, on one or more dates (each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more Securitization Transactions.
The Company agrees to execute in connection with any agreements among the Purchaser, the Company, and any servicer in
connection with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit G
hereto, or, at Purchaser's request, a seller's warranties and servicing agreement or a participation and servicing agreement or
similar agreement in form and substance reasonably acceptable to the parties, and in connection with a Securitization Transaction, a
pooling and servicing agreement in form and substance reasonably acceptable to the parties, (collectively the agreements referred to
herein are designated, the "Reconstitution Agreements"). It is understood that any such Reconstitution Agreements will not contain
any greater obligations on the part of Company than are contained in this Agreement. Notwithstanding anything to the contrary in
this Section 11.17, the Company agrees that it is required to perform the obligations described in Exhibit I hereto.
With respect to each Whole Loan Transfer and each Securitization Transaction entered into by the Purchaser, the Company
agrees (1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due
diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser; (3) to restate the
representations and warranties set forth in this Agreement as of the settlement or closing date in connection with such
Reconstitution (each, a "Reconstitution Date").
In addition, the Company shall provide to such servicer or issuer, as the case may be, and any other participants in such
Reconstitution:
(i) any and all information and appropriate verification of information which may be reasonably available to the
Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall
request upon reasonable demand;
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(ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates
of public officials or officers of the Company as are reasonably agreed upon by the Company and the Purchaser or any such other
participant;
(iii) within 5 Business Days after request by the Purchaser, the information with respect to the Company (as originator)
and each Third-Party Originator of the Mortgage Loans as required under Item 1110(a) and (b) of Regulation AB, a summary of the
requirements of which has of the date hereof is attached hereto as Exhibit K for convenience of reference only, as determined by
Purchaser in its sole discretion. If requested by the Purchaser, this will include information about the applicable credit-granting
or underwriting criteria;
(iv) within 5 Business Days after request by the Purchaser, the Company shall provide (or, as applicable, cause each
Third-Party Originator to provide) Static Pool Information with respect to the mortgage loans (of a similar type as the Mortgage
Loans, as reasonably identified by the Purchaser as provided below) originated by (i) the Company, if the Company is an originator of
Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), and/or (ii) each Third-Party Originator.
Such Static Pool Information shall be prepared by the Company (or Third-Party Originator) on the basis of its reasonable, good faith
interpretation of the requirements of Item 1105(a)(1)-(3) and (c) of Regulation AB. To the extent that there is reasonably available
to the Company (or Third-Party Originator) Static Pool Information with respect to more than one mortgage loan type, the Purchaser or
any Depositor shall be entitled to specify whether some or all of such information shall be provided pursuant to this paragraph. The
content of such Static Pool Information may be in the form customarily provided by the Company, and need not be customized for the
Purchaser or any Depositor. Such Static Pool Information for each vintage origination year or prior securitized pool, as applicable,
shall be presented in increments no less frequently than quarterly over the life of the mortgage loans included in the vintage
origination year or prior securitized pool. The most recent periodic increment must be as of a date no later than 135 days prior to
the date of the prospectus or other offering document in which the Static Pool Information is to be included or incorporated by
reference. The Static Pool Information shall be provided in an electronic format that provides a permanent record of the information
provided, such as a portable document format (pdf) file, or other such electronic format reasonably required by the Purchaser or the
Depositor, as applicable;
(v) within 5 Business Days after request by the Purchaser, information with respect to the Company (as servicer) as
required by Item 1108(b) and (c) of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as
Exhibit K for convenience of reference only, as determined by Purchaser in its sole discretion. In the event that the Company has
delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall provide the
information required pursuant to this clause with respect to the Subservicer;
(vi) within 5 Business Days after request by the Purchaser,
(a) information regarding any legal proceedings pending (or known to be contemplated) against the Company (as
originator and as servicer) and each other originator of the Mortgage Loans and each Subservicer as required by Item 1117 of
117
Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit N for convenience
of reference only, as determined by Purchaser in its sole discretion,
(b) information regarding affiliations with respect to the Company (as originator and as servicer) and each other
originator of the Mortgage Loans and each Subservicer as required by Item 1119(a) of Regulation AB, a summary of the
requirements of which as of the date hereof is attached hereto as Exhibit K for convenience of reference only, as determined
by Purchaser in its sole discretion, and
(c) information regarding relationships and transactions with respect to the Company (as originator and as servicer)
and each other originator of the Mortgage Loans and each Subservicer as required by Item 1119(b) and (c) of Regulation AB, a
summary of the requirements of which as of the date hereof is attached hereto as Exhibit K for convenience of reference
only, as determined by Purchaser in its sole discretion;
(vii) if so requested by the Purchaser, the Company shall provide (or, as applicable, cause each Third-Party Originator to
provide), at the expense of the requesting party (to the extent of any additional incremental expense associated with delivery
pursuant to this Agreement), such statements and agreed-upon procedures letters of certified public accountants reasonably acceptable
to the Purchaser or Depositor, as applicable, pertaining to Static Pool Information relating to prior securitized pools for
securitizations closed on or after January 1, 2006 or, in the case of Static Pool Information with respect to the Company's or
Third-Party Originator's originations or purchases, to calendar months commencing January 1, 2006, or to any financial information
included in any other disclosure provided under this Section 11.17, as the Purchaser or such Depositor shall reasonably request. Such
statements and letters shall be addressed to and be for the benefit of such parties as the Purchaser or such Depositor shall
designate, which may include, by way of example, any Sponsor, any Depositor and any broker dealer acting as underwriter, placement
agent or initial purchaser with respect to a Securitization Transaction. Any such statement or letter may take the form of a
standard, generally applicable document accompanied by a reliance letter authorizing reliance by the addressees designated by the
Purchaser or such Depositor;
(viii) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of
asset-backed securities, the Company shall (or shall cause each Subservicer and Third-Party Originator to) (i) provide prompt notice
to the Purchaser, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings
involving the Company, any Subservicer or any Third-Party Originator, (B) any affiliations or relationships that develop following
the closing date of a Securitization Transaction between the Company, any Subservicer or any Third-Party Originator and any of the
parties specified in clause (D) of paragraph (a) of this Section (and any other parties identified in writing by the requesting
party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any
Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Company, and (E) the
Company's entry into an agreement with a Subservicer to perform or assist in the performance of any of the Company's obligations
under this Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor a description of such
proceedings, affiliations or relationships;
118
(ix) As a condition to the succession to the Company or any Subservicer as servicer or subservicer under this Agreement or
any Reconstitution Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated, or (ii)
which may be appointed as a successor to the Company or any Subservicer, the Company shall provide to the Purchaser, any Master
Servicer, and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written
notice to the Purchaser and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably
satisfactory to the Purchaser and such Depositor, all information reasonably requested by the Purchaser or any Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities;
(x) In addition to such information as the Company, as servicer, is obligated to provide pursuant to other provisions of
this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of
any Securitization Transaction that includes any of the Mortgage Loans serviced by the Company or any Subservicer, the Company or
such Subservicer, as applicable, shall, to the extent the Company or such Subservicer has knowledge, provide to the party responsible
for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along
with all information, data, and materials related thereto as may be required to be included in the related distribution report on
Form 10-D (as specified in the provisions of Regulation AB referenced below):
(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments
during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or transaction covenants (Item
1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities issuances backed by the same pool assets, any
pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting
or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB); and
(xi) The Company shall provide to the Purchaser, any Master Servicer and any Depositor, evidence of the authorization of the
person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance
policy, financial information and reports, and such other information related to the Company or any Subservicer or the Company or
such Subservicer's performance hereunder.
In the event of a conflict or inconsistency between the terms of Exhibit N and the text of the applicable Item of Regulation
AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.
119
The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating
in a Securitization Transaction: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if
applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect
to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the
Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial
purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each
of the foregoing and of the Depositor (each, an "Indemnified Party"), and shall hold each of them harmless from and against any
claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs,
fees and expenses that any of them may sustain arising out of or based upon:
(i)(A) any untrue statement of a material fact contained or alleged to be contained in any information, report,
certification, data, accountants' letter or other material provided under this Section 11.17 by or on behalf of the Company, or
provided under this Section 11.17 by or on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the
"Company Information"), or (B) the omission or alleged omission to state in the Company Information a material fact required to be
stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by
reference to the Company Information and not to any other information communicated in connection with a sale or purchase of
securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from
such other information;
(ii) any breach by the Company of its obligations under Sections 6.04, 6.07 or 11.17, including particularly any failure by
the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification,
accountants' letter or other material when and as required under this Section 11.17, including any failure by the Company to identify
pursuant to Section 11.19 any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation
AB;
(iii) any breach by the Company of a representation or warranty set forth in Section 3.01 or in a writing furnished pursuant
to Section 3.01(n) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such
breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished
pursuant to Section 3.01(n) to the extent made as of a date subsequent to such closing date; or
(iv) the negligence, bad faith or willful misconduct of the Company in connection with its performance under Sections
6.04, 6.07 or 11.17.
If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party,
then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims,
120
losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault
of such Indemnified Party on the one hand and the Company on the other.
In the case of any failure of performance described above, the Company shall promptly reimburse the Purchaser, any
Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed
with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d)
or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each
such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required
by the Company, any Subservicer, any Subcontractor or any Third-Party Originator.
This indemnification shall survive the termination of this Agreement or the termination of any party to this
Agreement.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance
with the terms of, this Agreement and the related Term Sheet, and with respect thereto this Agreement and the related Term Sheet
shall remain in full force and effect.
23. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
11.18:
Section 11.18. Use of Subservicers and Subcontractors.
(a) The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of
the Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of
paragraph (b) of this Section. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not
permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the
Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph
(d) of this Section.
(b) The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser
and any Depositor to comply with the provisions of this Section and with Sections 3.01(m), 3.01(p), 6.04, 6.07 and 11.17 of this
Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such
Subservicer under Section 3.01(o) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and
delivering to the Purchaser, any Master Servicer and any Depositor any Annual Statement of Compliance required to be delivered by
such Subservicer under Section 6.04(a), any Assessment of Compliance and Attestation Report required to be delivered by such
Subservicer under Section 6.07 and any Annual Certification required under Section 6.04(b) as and when required to be delivered.
121
(c) The Company shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any
designee of the Depositor, such as an administrator) a written description (in form and substance satisfactory to the Purchaser, any
Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer,
specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.
(d) As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function"
within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any
Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 6.07 and 11.17 of this
Agreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any Assessment of Compliance and Attestation Report and the other
certificates required to be delivered by such Subservicer and such Subcontractor under Section 6.07, in each case as and when
required to be delivered.
24. Article XI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section
11.19:
Section 11.19. Third Party Beneficiary.
For purposes of this Agreement, each Master Servicer shall be considered a third party beneficiary to this Agreement,
entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.
25. The Agreement is hereby amended as of the date hereof by deleting Exhibit F in its entirety and replacing it with
the following:
EXHIBIT F
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME The borrower name as received in the file. Maximum length of 30 (Last, 30
It is not separated by first and last name. First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
122
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs 11
interest payment that a borrower is expected ($)
to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT The new loan payment amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6
a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the beginning of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the end of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY 10
the borrower's next payment is due to the
Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10
first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10
third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
Action Code Key: 2
15=Bankruptcy,
30=Foreclosure, , 60=PIF,
63=Substitution,
65=Repurchase,70=REO
------------ ------------------------------ --------
ACTION_CODE The standard FNMA numeric code used to
indicate the default/delinquent status of a
particular loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or dollar signs 11
if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount 2 No commas(,) or dollar signs 11
due at the beginning of the cycle date to be ($)
passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
123
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs 11
investors at the end of a processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs 11
the Servicer for the current cycle -- only ($)
applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable
for Scheduled/Scheduled Loans. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs 11
Servicer for the current reporting cycle -- ($)
only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The actual gross interest amount less the
service fee amount for the current reporting No commas(,) or dollar signs
ACTL_NET_INT cycle as reported by the Servicer -- only 2 ($) 11
applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs 11
prepays on his loan as reported by the ($)
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
26. The Agreement is hereby amended as of the date hereof by adding the following new Exhibit H:
EXHIBIT H
REPORTING DATA FOR DEFAULTED LOANS
Standard File Layout – Delinquency Reporting
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Column/Header Name Description Decimal Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR A unique identifier assigned to each loan by the
originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans in
their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ADDRESS Street Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE The state where the property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due MM/DD/YYYY
to the servicer at the end of processing cycle, as
reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
124
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,)
sale. or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE A code that indicates the condition of the
property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
125
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Exhibit 2: Standard File Codes – Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry
standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.
126
The Occupant Code field should show the current status of the property code as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
127
Exhibit 2: Standard File Codes – Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
------------------------ ---------------------------------------------------------
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
023 FNMA-Servicing problems
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
026 FNMA-Payment adjustment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
027 FNMA-Payment dispute
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
029 FNMA-Transfer of ownership pending
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
030 FNMA-Fraud
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
031 FNMA-Unable to contact borrower
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
INC FNMA-Incarceration
------------------------ ---------------------------------------------------------
128
Exhibit 2: Standard File Codes – Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
------------------------ -------------------------------------------------------
Status Code Status Description
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
62 Veteran's Affairs-No Bid
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
63 Veteran's Affairs-Refund
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
64 Veteran's Affairs-Buydown
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ -------------------------------------------------------
27. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit I:
EXHIBIT I
COMPANY'S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
• The Company shall (i) possess the ability to service to a securitization documents; (ii) service on a
"Scheduled/Scheduled" reporting basis (advancing through the liquidation of an REO Property), (iii) make compensating interest
payments on payoffs and curtailments and (iv) remit and report to a Master Servicer in format acceptable to such Master Servicer by
the 10th calendar day of each month.
• The Company shall provide an acceptable annual certification (officer's certificate) to the Master Servicer (as
required by the Sarbanes-Oxley Act of 2002) as well as any other annual certifications required under the securitization documents
(i.e. the annual statement as to compliance/annual independent certified public accountants' servicing report due by March 1 of each
year).
129
• The Company shall allow for the Purchaser, the Master Servicer or their designee to perform a review of audited
financials and net worth of the Company.
• The Company shall provide information on each Custodial Account as requested by the Master Servicer or the
Purchaser, and each Custodial Accounts shall comply with the requirements for such accounts as set forth in the securitization
documents.
• The Company shall maintain its servicing system in accordance with the requirements of the Master Servicer.
28. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit N:
EXHIBIT N
FORM OF COMPANY CERTIFICATION
Re: The [ ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF COMPANY] (the "Company"), certify to [the
Purchaser], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:
I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation
AB (the "Compliance Statement"), the report on assessment of the Company's compliance with the servicing criteria set forth
in Item 1122(d) of Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18 under
Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing
Assessment"), the registered public accounting firm's attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were
delivered by the Company to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement
(collectively, the "Company Servicing Information");
Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances
under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing
Information;
130
Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the
Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];
I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on
my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the
Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under
the Agreement in all material respects; and
The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the Servicing Assessment and
Attestation Report required to be provided by the Company and by any Subservicer and Subcontractor pursuant to the Agreement, have
been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described in such reports have been
disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed
in such reports.
29. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit J:
EXHIBIT J
SUMMARY OF REGULATION AB
SERVICING CRITERIA
NOTE: This Exhibit M is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms of
this Exhibit M and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the SEC
shall control.
Item 1122(d)
(i) General servicing considerations.
(A) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with
the transaction agreements.
(B) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing activities.
(C) Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
(D) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
131
(ii) Cash collection and administration.
(A) Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no
more than two business days following receipt, or such other number of days specified in the transaction agreements.
(B) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
(C) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged
for such advances, are made, reviewed and approved as specified in the transaction agreements.
(D) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction
agreements.
(E) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial
institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
(F) Unissued checks are safeguarded so as to prevent unauthorized access.
(G) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in
the transaction agreements.
(iii) Investor remittances and reporting.
(A) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the
transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or
the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.
(B) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set
forth in the transaction agreements.
132
(C) Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such other
number of days specified in the transaction agreements.
(D) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial
bank statements.
(iv) Mortgage Loan administration.
(A) Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan
documents.
(B) Mortgage loan and related documents are safeguarded as required by the transaction agreements.
(C) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions
or requirements in the transaction agreements.
(D) Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage
loan documents.
(E) The Servicer's records regarding the mortgage loans agree with the Servicer's records with respect to an obligor's unpaid
principal balance.
(F) Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with the transaction agreements and related mortgage loan documents.
(G) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures
and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
(H) Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
(I) Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related
mortgage loan documents.
(J) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with
the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
(C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
133
(K) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or
expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by
the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
(L) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer's
funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.
(M) Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the
Servicer, or such other number of days specified in the transaction agreements.
(N) Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the transaction
agreements.
(O) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is
maintained as set forth in the transaction agreements.
30. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit K:
EXHIBIT K
SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE: This Exhibit N is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms of
this Exhibit N and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the SEC
shall control.
Item 1105(a)(1)-(3) and (c)
-Provide static pool information with respect to mortgage loans that were originated or purchased by the Company and which
are of the same type as the Mortgage Loans.
-Provide static pool information regarding delinquencies, cumulative losses and prepayments for prior securitized pools of
the Company.
-If the Company has less than 3 years experience securitizing assets of the same type as the Mortgage Loans, provide the
static pool information by vintage origination years regarding loans originated or purchased by the Company, instead of by prior
securitized pool. A vintage origination year represents mortgage loans originated during the same year.
134
-Such static pool information shall be for the prior five years, or for so long as the Company has been originating or
purchasing (in the case of data by vintage origination year) or securitizing (in the case of data by prior securitized pools) such
mortgage loans if for less than five years.
-The static pool information for each vintage origination year or prior securitized pool, as applicable, shall be presented
in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool.
-Provide summary information for the original characteristics of the prior securitized pools or vintage origination years,
as applicable and material, including: number of pool assets, original pool balance, weighted average initial loan balance, weighted
average mortgage rate, weighted average and minimum and maximum FICO, product type, loan purpose, weighted average and minimum and
maximum LTV, distribution of loans by mortgage rate, and geographic concentrations of 5% or more.
Item 1108(b) and (c)
Provide the following information with respect to each servicer that will service, including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Securitization Transaction:
-a description of the Company's form of organization;
-a description of how long the Company has been servicing residential mortgage loans; a general discussion of the Company's
experience in servicing assets of any type as well as a more detailed discussion of the Company's experience in, and procedures for
the servicing function it will perform under this Agreement and any Reconstitution Agreements; information regarding the size,
composition and growth of the Company's portfolio of mortgage loans of the type similar to the Mortgage Loans and information on
factors related to the Company that may be material to any analysis of the servicing of the Mortgage Loans or the related
asset-backed securities, as applicable, including whether any default or servicing related performance trigger has occurred as to any
other securitization due to any act or failure to act of the Company, whether any material noncompliance with applicable servicing
criteria as to any other securitization has been disclosed or reported by the Company, and the extent of outsourcing the Company uses;
-a description of any material changes to the Company's policies or procedures in the servicing function it will perform
under this Agreement and any Reconstitution Agreements for mortgage loans of the type similar to the Mortgage Loans during the past
three years;
-information regarding the Company's financial condition to the extent that there is a material risk that the effect on one
or more aspects of servicing resulting from such financial condition could have a material impact on the performance of the
securities issued in the Securitization Transaction, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;
135
-any special or unique factors involved in servicing loans of the same type as the Mortgage Loans, and the Company's
processes and procedures designed to address such factors;
-statistical information regarding principal and interest advances made by the Company on the Mortgage Loans and the
Company's overall servicing portfolio for the past three years; and
-the Company's process for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.
Item 1110(a)
-Identify any originator or group of affiliated originators that originated, or is expected to originate, 10% or more of the
mortgage loans in any loan group in the securitization issued in the Securitization Transaction.
Item 1110(b)
Provide the following information with respect to any originator or group of affiliated originators that originated, or is
expected to originate, 20% or more of the mortgage loans in any loan group in the securitization issued in the Securitization
Transaction:
-the Company's form of organization; and
-a description of the Company's origination program and how long the Company has been engaged in originating residential
mortgage loans, which description must include a discussion of the Company's experience in originating mortgage loans of the same
type as the Mortgage Loans and information regarding the size and composition of the Company's origination portfolio as well as
information that may be material to an analysis of the performance of the Mortgage Loans, such as the Company's credit-granting or
underwriting criteria for mortgage loans of the same type as the Mortgage Loans.
Item 1117
-describe any legal proceedings pending against the Company or against any of its property, including any proceedings known
to be contemplated by governmental authorities, that may be material to the holders of the securities issued in the Securitization
Transaction.
Item 1119(a)
-describe any affiliations of the Company, each other originator of the Mortgage Loans and each Subservicer with the
sponsor, depositor, issuing entity, trustee, any originator, any other servicer, any significant obligor, enhancement or support
provider or any other material parties related to the Securitization Transaction.
136
Item 1119(b)
-describe any business relationship, agreement, arrangement, transaction or understanding entered into outside of the
ordinary course of business or on terms other than those obtained in an arm's length transaction with an unrelated third party, apart
from the Securitization Transaction, between the Company, each other originator of the Mortgage Loans and each Subservicer, or their
respective affiliates, and the sponsor, depositor or issuing entity or their respective affiliates, that exists currently or has
existed during the past two years, that may be material to the understanding of an investor in the securities issued in the
Securitization Transaction.
Item 1119(c)
-describe any business relationship, agreement, arrangement, transaction or understanding involving or relating to the
Mortgage Loans or the Securitization Transaction, including the material terms and approximate dollar amount involved, between the
Company, each other originator of the Mortgage Loans and each Subservicer, or their respective affiliates and the sponsor, depositor
or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.
31. The Agreement is hereby amended effective as of the date hereof by adding the following new Exhibit L:
EXHIBIT L
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by the Company [Name of Subservicer] shall address, at a minimum, the criteria
identified as below as "Applicable Servicing Criteria":
--------------------------------------------------------------------------------------------- -----------------------
Servicing Criteria Applicable Servicing
Criteria
--------------------------------------------------------------------------------------------- -----------------------
Reference Criteria
----------------------- --------------------------------------------------------------------- -----------------------
General Servicing Considerations
----------------------- -----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance x
or other triggers and events of default in accordance with the
transaction agreements.
----------------------- -----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third x
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
----------------------- -----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
----------------------- -----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the x
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
----------------------- -----------------------
137
Cash Collection and Administration
----------------------- -----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate x
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to x
an investor are made only by authorized personnel.
----------------------- -----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows x
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
----------------------- -----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with x
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
----------------------- -----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured x
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
----------------------- -----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized x
access.
----------------------- -----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all x
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
----------------------- -----------------------
Investor Remittances and Reporting
----------------------- -----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the x
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
----------------------- -----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance x
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
----------------------- -----------------------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of x
1122(d)(3)(iii) days specified in the transaction agreements.
----------------------- -----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank x
1122(d)(3)(iv) statements.
----------------------- -----------------------
Pool Asset Administration
----------------------- -----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required x
by the transaction agreements or related mortgage loan documents.
----------------------- -----------------------
Mortgage loan and related documents are safeguarded as required by x
1122(d)(4)(ii) the transaction agreements
----------------------- -----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are x
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
----------------------- -----------------------
138
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in x
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
----------------------- -----------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the x
Servicer's records with respect to an obligor's unpaid principal
balance.
----------------------- -----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's x
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
----------------------- -----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, x
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
----------------------- -----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the x
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
----------------------- -----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans x
with variable rates are computed based on the related mortgage loan
documents.
----------------------- -----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow x
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance x
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be x
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
----------------------- -----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction x
1122(d)(4)(xiii) agreements.
----------------------- -----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are x
recognized and recorded in accordance with the transaction
agreements.
----------------------- -----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
----------------------- -----------------------
---------------------------------------------------------------------------------------------------------------------
32. The Agreement is hereby amended as of the date hereof by adding the following new Exhibit M:
139
EXHIBIT M
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332– Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages
are due on the remittance report date. Late submissions may result in claims not being passed until the following month.
The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to
recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental
proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in
parenthesis ( ).
Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------------------- -------------------------------------- --------------------------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------------------- -------------------------------------- --------------------------------------------
WELLS FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ ______________ (1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance _______________ (6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________(12)
Total Expenses $ _______________(13)
Credits:
(14) Escrow Balance $ _______________(14)
(15) HIP Refund ________________ (15)
(16) Rental Receipts ________________ (16)
(17) Hazard Loss Proceeds ________________ (17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________ (18a) HUD Part A
________________ (18b) HUD Part B
(19) Pool Insurance Proceeds ________________ (19)
(20) Proceeds from Sale of Acquired Property ________________ (20)
(21) Other (itemize) ________________ (21)
_________________________________________ ________________ (21)
33. Except as amended above, the Agreement shall continue to be in full force and effect in accordance with its terms.
34. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and of
said counterparts taken together shall be deemed to constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the following parties have caused their names to be signed hereto by their respective officers thereunto
duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION,
as Purchaser
By:__________________________________________
Name:
Title:
MORGAN STANLEY CREDIT CORPORATION,
as Company
By:__________________________________________
Name:
Title:
EXHIBIT H-15
HHHHHH
MORTGAGE LOAN FLOW PURCHASE, SALE & SERVICING AGREEMENT
dated as of April 26, 2001
between
EMC Mortgage Corporation Purchaser
andCENDANT MORTGAGE CORPORATION and
BISHOP'S GATE RESIDENTIAL MORTGAGE TRUST
(formerly known as CENDANT RESIDENTIAL MORTGAGE TRUST)
Sellers
Schedules
A. Mortgage Loan Schedule
B. Content of Mortgage File
B-1 Purchaser's Mortgage File
B-2 Servicer's Mortgage File
C. Cendant Guidelines and Restrictions
Exhibits
Exhibit 2.05 Form of Assignment, Assumption and Recognition Agreement
Exhibit 5.03(a) Report P-4DL
Exhibit 5.03(b) Report S-5L2
Exhibit 5.03(c) Form of Notice of Foreclosure
Exhibit 5.04-1 Form of Collection Account Certification
Exhibit 5.04-2 Form of Collection Account Letter Agreement
Exhibit 5.06-1 Form of Escrow Account Certification
Exhibit 5.06-2 Form of Escrow Account Letter Agreement
Exhibit 6.02(a) Report P-139 -- Monthly Statement of Mortgage Accounts
Exhibit 6.02(b) Report S-50Y -- Private Pool Detail Report
Exhibit 6.02(c) Report S-213 -- Summary of Curtailments Made Remittance Report
Exhibit 6.02(d) Report S-214 -- Summary of Paid in Full Remittance Report
Exhibit 6.02(e) Report S-215 -- Consolidation of Remittance Report
Exhibit 6.02(f) Report T-62C -- Monthly Accounting Report
Exhibit 6.02(g) Report T-62E -- Liquidation Report
Exhibit 8.01 Report P-195 Delinquency Report
Exhibit 9 Term Sheet
Exhibit 10 Additional Collateral Assignment and Servicing Agreement
MORTGAGE LOAN FLOW PURCHASE, SALE & SERVICING AGREEMENT
This Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of April 26, 2001, is entered into between EMC Mortgage
Corporation, as the Purchaser ("Purchaser"), Cendant Mortgage Corporation ("Cendant Mortgage") and Bishop's Gate Residential
Mortgage Trust (formerly known as Cendant Residential Mortgage Trust) (the "Trust," together with Cendant Mortgage, the "Sellers"
and individually, each a "Seller"), as the Sellers.
PRELIMINARY STATEMENT
1. Cendant Mortgage is engaged in the business, inter alia, of making loans to individuals, the repayment of which is secured by a
first lien mortgage on such individuals' residences (each, a "Mortgage Loan"). The Trust is engaged in the business of purchasing
such Mortgage Loans from Cendant Mortgage and selling same to investors.
2. Purchaser is engaged in the business, inter alia, of purchasing Mortgage Loans for its own account.
3. Cendant Mortgage has established certain terms, conditions and loan programs, as described in Cendant Mortgage's Program and
Underwriting Guidelines (the "Cendant Guide") and Purchaser is willing to purchase Mortgage Loans that comply with the terms of such
terms, conditions and loan programs. The applicable provisions of the Cendant Guide are attached hereto as Schedule C.
4. Purchaser and Sellers desire to establish a flow program whereby Cendant Mortgage will
make Mortgage Loans which meet the applicable provisions of the Cendant Guide, and Purchaser will, on a regular basis, purchase such
Mortgage Loans from Cendant Mortgage or the Trust, as applicable, provided the parties agree on the price, date and other conditions
or considerations as set forth in this Agreement.
5. Purchaser and Sellers wish to prescribe the terms and manner of purchase by the Purchaser and sale by the Sellers of the Mortgage
Loans, and the management and servicing of the Mortgage Loans by Cendant Mortgage, as the Servicer (the "Servicer"), in this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, the Purchaser and the Sellers agree as follows:
ARTICLE I: DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement, the following words and phrases shall have the following meaning specified in this Article:
"Acceptable Servicing Procedures: The procedures, including prudent collection and loan administration procedures, and the
standard of care (I) employed by prudent mortgage servicers which service mortgage loans of the same type as the Mortgage Loans in he
jurisdictions in which the related Mortgage Properties are located and (ii) in accordance with FNMA Guide, subject to any variances
negotiated with FNMA and subject to the express provisions of this Agreement. Such standard of care shall not be lower than that the
Servicer customarily employs and exercises in servicing and administering similar mortgage loans for its own account and shall be in
full compliance with all federal, state, and local laws, ordinances, rules and regulations.
"Affiliate": When used with reference to a specified Person, any Person that (i) directly or indirectly controls or is
controlled by or is under common control with the specified Person, (ii) is an officer of, partner in or trustee of, or serves in a
similar capacity with respect to, the specified person or of which the specified Person is an officer, partner or trustee, or with
respect to which the specified Person serves in a similar capacity, or (iii) directly or indirectly is the beneficial owner of 10% or
more of any class of equity securities of the specified Person or of which the specified person is directly or indirectly the owner
of 10% or more of any class of equity securities.
"Agreement": This Mortgage Loan Flow Purchase, Sale & Servicing Agreement between the Purchaser and the Sellers.
"ALTA": The American Land Title Association or any successor thereto..
"Appraised Value": With respect to any Mortgaged Property, the lesser of: (i) the value thereof as determined by an
appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the
minimum requirements of FNMA and FHLMC; or (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the
proceeds of the Mortgage Loan; provided that, in the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property shall
be based solely upon the value determined by an appraisal made for the originator of such Refinanced Mortgage Loan at the time of
origination of such Refinanced Mortgage Loan by an appraiser who met the minimum requirements of FNMA and FHLMC.
"ARM Loan": An "adjustable rate" Mortgage Loan, the Note Rate of which is subject to periodic adjustment in accordance with
the terms of the Mortgage Note.
"Assignment": An individual assignment of a Mortgage, notice of transfer or equivalent instrument in recordable form,
sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale or
transfer of the Mortgage Loan.
"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101-1330), as amended, modified, or supplemented from
time to time, and any successor statute, and all rules and regulations issued or promulgated in connection therewith.
"Business Day": Any day other than (i) a Saturday or Sunday, or (ii) a day on which the Federal Reserve is closed.
"Buydown Mortgage Loan": Any Mortgage Loan in respect of which, pursuant to a buydown agreement, (i) the Mortgagor pays
less than the full monthly payments specified in the Mortgage Note for a specified period, and (ii) the diference between the
payments required under such buydown agreement and the Mortgage Note is provided from buydown funds.
"Cendant Guide": As defined in paragraph 3 of the Preliminary Statement to this Agreement.
"Closing Documents": With respect to the initial Funding Date, the following documents:
(A) two counterparts to this Agreement
(B) the final Mortgage Loan Schedule for the related Transaction
(C) the related Term Sheet
"Code": The Internal Revenue Code of 1986, as amended.
"Collection Account": The separate trust account or accounts created and maintained pursuant to Section 5.04 which shall be
an Eligible Account and which shall be entitled "Cendant Mortgage Corporation, as servicer and custodian for the Purchaser of
Mortgage Loans under the Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of April 26, 2001 .""Condemnation Proceeds": All awards or settlements in respect of a taking of an entire Mortgaged Property or a part thereof
by exercise of the power of eminent domain or condemnation.
"Credit Documents": Those documents, comprising part of the Mortgage File, required of the Mortgagor, as described in
Section 2 (Specific Loan Program Guidelines) of the Guide.
"Cut Off Date": The first day of the month in which the related Funding Date occurs.
"Defective Mortgage Loan": As defined in Section 3.04(3).
"Determination Date": The 15th day of each calendar month, commencing on the 15th day of the month following the Funding
Date, or, if such 15th day is not a Business Day, the Business Day immediately preceding such 15th day.
"Due Date": With respect to any Mortgage Loan, the day of the month on which each Monthly Payment is due thereon, exclusive
of any days of grace.
"Eligible Account": One or more accounts (i) that are maintained with a depository institution the long-term unsecured debt
obligations of which have been rated by each Rating Agency in one of its two highest rating categories at the time of any deposit
therein, (ii) that are trust accounts with any depository institution held by the depository institution in its capacity as a
corporate trustee, or (iii) the deposits in which are insured by the FDIC (to the limits established by the FDIC) and the uninsured
deposits in which are otherwise secured such that the Purchaser has a claim with respect to the funds in such accounts or a perfected
first security interest against any collateral securing such funds that is superior to claims of any other depositors or creditors of
the depository institution with which such accounts are maintained. In addition, solely with respect to Mortgage Loans which are not
part of a securitization, "Eligible Account" shall include any accounts that meet the standards established from time to time by FNMA
for eligible custodial depositories.
"Environmental Assessment": A "Phase I" environmental assessment of a Mortgaged Property prepared by an Independent Person
who regularly conducts environmental assessments and who has any necessary license(s) required by applicable law and has five years
experience in conducting environmental assessments.
"Environmental Conditions Precedent to Foreclosure": As defined in Section 5.15(v).
"Environmental Laws": All federal, state, and local statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees or other governmental restrictions relating to the environment or to emissions, discharges or releases of pollutants,
contaminants or industrial, toxic or hazardous substances or wastes into the environment, including ambient air, surface water,
ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants or industrial, toxic or hazardous substances or wastes or the cleanup or other
remediation thereof.
"Escrow Account": The separate trust account or accounts created and maintained pursuant to Section 5.06 which shall be an
eligible account which shall be entitled "Cendant Mortgage Corporation, as servicer and custodian for the Purchaser under the
Mortgage Loan Flow Purchase, Sale & and Servicing Agreement, dated as of April 26, 2001 (as amended), and various mortgagors.""Escrow Payments": The amounts constituting ground rents, taxes, assessments, water rates, mortgage insurance premiums,
fire and hazard insurance premiums and other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to any
Mortgage Loan.
"Event of Default": Any one of the conditions or circumstances enumerated in Section 10.01.
"FDIC": The Federal Deposit Insurance Corporation or any successor organization.
"FHLMC": The Federal Home Loan Mortgage Corporation (also known as Freddie Mac) or any successor organization.
"FHLMC Servicing Guide": The FHLMC/Freddie Mac Sellers' and Servicers' Guide in effect on and after the Funding Date.
"Fidelity Bond": A fidelity bond to be maintained by the Servicer pursuant to Section 5.12.
"FNMA": The Federal National Mortgage Association (also known as Fannie Mae) or any successor organization.
"FNMA Guide": The FNMA/Fannie Mae Selling Guide and the Servicing Guide, collectively, in effect on and after the Funding
Date.
"Funding Date": Each date that Purchaser purchases Mortgage Loans from the Sellers hereunder.
"Gross Margin": With respect to each ARM Loan, the fixed percentage added to the Index on each Rate Adjustment Date, as
specified in each related Mortgage Note and listed in the Mortgage Loan Schedule.
"Independent": With respect to any specified Person, such Person who: (i) does not have any direct financial interest or
any material indirect financial interest in the applicable Mortgagor, the Sellers, the Purchaser, or their Affiliates; and (b) is not
connected with the applicable Mortgagor, the Sellers, the Purchaser, or their respective Affiliates as an officer, employee,
promoter, underwriter, trustee, member, partner, shareholder, director, or Person performing similar functions.
"Index": With respect to each ARM Loan, on each Rate Adjustment Date, the applicable rate index set forth on the Mortgage
Loan Schedule, which shall be an index described on such Mortgage Loan Schedule.
"Insolvency Proceeding": With respect to any Person: (i) any case, action, or proceeding with respect to such Person before any
court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution,
winding-up, or relief of debtors; or (ii) any general assignment for the benefit of creditors, composition, marshaling of assets
for creditors, or other, similar arrangement in respect of the creditors generally of such Person or any substantial portion of
such Person's creditors; in any case undertaken under federal, state or foreign law, including the Bankruptcy Code.
"Insurance Proceeds": Proceeds of any Primary Insurance Policy, title policy, hazard policy or other insurance policy
covering a Mortgage Loan, if any, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance Acceptable Servicing Procedures.
"Lender Paid Mortgage Insurance Rate": The Lender Paid Mortgage Insurance Rate for any lender-paid Primary Insurance Policy
shall be a rate per annum equal to the percentage shown on the Mortgage Loan Schedule.
"Legal Documents": Those documents, comprising part of the Mortgage File, set forth in Schedule B-1 of this Agreement.
"Liquidation Proceeds": Amounts, other than Insurance Proceeds and Condemnation Proceeds, received by the Servicer in
connection with the liquidation of a defaulted Mortgage Loan through trustee's sale, foreclosure sale or otherwise, other than
amounts received following the acquisition of an REO Property in accordance with the provisions hereof.
"Loan-to-Value Ratio" or "LTV": With respect to any Mortgage Loan, the original principal balance of such Mortgage Loan
divided by the lesser of the Appraised Value of the related Mortgaged Property or the purchase price. The Loan-to-Value Ratio of any
Additional Collateral Mortgage Loan (as defined in Exhibit 10 hereto) shall be calculated by reducing the principal balance of such
Additional Collateral Mortgage Loan by the amount of Additional Collateral (as defined in Exhibit 10 hereto) with respect to such
Mortgage Loan.
"MAI Appraiser": With respect to any real property, a member of the American Institute of Real Estate Appraisers with a
minimum of 5 years of experience appraising real property of a type similar to the real property being appraised and located in the
same geographical area as the real property being appraised.
"Monthly Advance": The aggregate amount of the advances made by the Servicer on any Remittance Date pursuant to and as more
fully described in Section 6.03.
"Monthly Payment": The scheduled monthly payment of principal and interest on a Mortgage Loan which is payable by a
Mortgagor under the related Mortgage Note.
"Monthly Period": The period commencing on the day after each Record Date during the term hereof and ending on the next
succeeding Record Date during the term hereof (or, if earlier, the date on which this Agreement terminates).
"Mortgage": The mortgage, deed of trust or other instrument securing a Mortgage Note, which creates a first lien on an
unsubordinated estate in fee simple in real property securing the Mortgage Note.
"Mortgaged Property": With respect to a Mortgage Loan, the underlying real property securing repayment of a Mortgage Note,
consisting of a fee simple estate.
"Mortgage File": With respect to a particular Mortgage Loan, those origination and servicing documents, escrow documents,
and other documents as are specified on Schedule B to this Agreement.
"Mortgage Loan": Each individual mortgage loan (including all documents included in the Mortgage File evidencing the same,
all Monthly Payments, Principal Prepayments , Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, and other proceeds
relating thereto, and any and all rights, benefits, proceeds and obligations arising therefrom or in connection therewith) which is
the subject of this Agreement. The Mortgage Loans subject to this Agreement shall be identified on Mortgage Loan Schedules prepared
in connection with each Funding Date.
"Mortgage Loan Remittance Rate": The gross interest rate of the Mortgage Loans less the Servicing Fee Rate and Lender Paid
Mortgage Insurance Rate, if applicable.
" Mortgage Loan Schedule: With respect to the Mortgage Loans included in a Loan Pool to be sold pursuant to this Agreement
on any Funding Date, the Schedule or Schedules of Mortgage Loans agreed to by the parties that describes such Mortgage Loans, which
Schedule shall set forth at least the following information with respect to each Mortgage Loan to the extent applicable: (1) the
Mortgage Loan identifying number, (2) the city, state and zip code of the Mortgaged Property, (3) the Mortgage Interest Rate as of
the applicable Cut-off Date, (4) the Net Rate as of the applicable Cut-off Date, (5) the amount of the Monthly Payment as of the
applicable Cut-off Date, (6) with respect to each ARM Loan, the Gross Margin, (7) the scheduled or stated Maturity Date, (8) the
Cut-off Date Principal Balance of the Mortgage Loan, (9) the Loan-to-Value Ratio at origination, (10) with respect to each ARM Loan,
the first Interest Rate Adjustment Date immediately following the Closing Date for such Mortgage Loan, (11) with respect to each ARM
Loan, the Maximum Mortgage Interest Rate, (12) the Mortgagor's first and last name, (13) a code indicating the Mortgage property
occupancy, (14) the type of residential dwelling constituting the Mortgaged Property, (15) the original months to maturity, (16) the
original date of the Mortgage Loan and the remaining months to maturity from the Cut-off Date based on the original amortization
schedule, (17) the date on which the first Monthly Payment was due on the Mortgage Loan, (18) the amount of the Monthly Payment at
origination, (19) the last Due Date on which a Monthly Payment was actually applied to the Unpaid Principal Balance, (20) the
original principal amount of the Mortgage Loan, (21) a code indicating the purpose of the loan (i.e., purchase financing, rate/term
refinancing, cash-out refinancing), (22) the Mortgage Interest Rate at origination, (23) with respect to each ARM Loan, the periodic
rate cap, (24) with respect to each ARM Loan, the Index, (25) a code indicating whether the Mortgage Loan is an ARM Loan or a fixed
rate Mortgage Loan, (26) a Primary Mortgage Insurance insurer code, percent and policy number (if applicable), (27) the Appraised
Value of the Mortgaged Property, (28) the sale price of the Mortgaged Property, if applicable, (29) a code indicating if the Mortgage
Loan is subject to a prepayment penalty, (30) the Servicing Fee Rate, (31) a code indicating whether or not the Mortgage Loan is the
subject of a lender-paid Primary Insurance Policy and, if so the name of the insurer, the coverage percentage, the policy number and
the Lender Paid Mortgage Insurance Rate (32) if the Due Date is other than the first day of the month, the Due Date, (33) the first
Interest Rate Adjustment Date after origination, (34) the Initial Rate Cap, (35) the Minimum Mortgage Interest Rate, (36) a code
indicating the document type (e.g., full, alt, etc.), (37) a credit score or mortgage score, (38) a code indicating whether or not
the Mortgage Loan is subjuect of a buydown and, if so, the period and terms o the buydowns (e.g. 3-2-1, 2-1, ect), (39) a code
indicating whether the Mortgage Loan is an additional collateral Mortgage Loan and the product code (e.g., Mortgage 100, Parent
Power, ect.), and (40) if applicable, the pledge amount, (41) if applicable, the effective loan-to-value ratio. In addition, with
respect to Mortgage Loans in the aggregate, the Schedule shall set forth at least the following information for Mortgage Loans:
Cut-Off Date Principal Balance, weighted average of the Net Rates and weighted average time to maturity. "Mortgage Loan Schedule" is
the collective reference to each of the Mortgage Loan Schedules delivered by the Sellers to the Purchaser pursuant to this Agreement.
Mortgage Loan Schedule": The list of Mortgage Loans identified on each Funding Date that sets forth the information with
respect to each Mortgage Loan that is specified on Schedule A hereto. A Mortgage Loan Schedule will be prepared for each Funding
Date."Mortgage Note": The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.
"Mortgagor": The obligor on a Mortgage Note.
"Note Rate": With respect to any Mortgage Loan at any time any determination thereof is to be made, the annual rate at
which interest accrues thereon.
"Officers' Certificate": A certificate signed by (i) the President or a Vice President and (ii) the Treasurer or the
Secretary or one of the Assistant Treasurers or Assistant Secretaries of the Servicer, and delivered by the Servicer to the Purchaser
as required by this Agreement.
"Payoff": With respect to any Mortgage Loan, any payment or recovery received in advance of the last scheduled Due Date of
such Mortgage Loan, which payment or recovery consists of principal in an amount equal to the outstanding principal balance of such
Mortgage Loan, all accrued and unpaid prepayment penalties, premiums, and/or interest with respect thereto, and all other unpaid
sums due with respect to such Mortgage Loan.
"Permitted Investments": Any one or more of the obligations and securities listed below which investment provides for a
date of maturity not later than the Determination Date in each month:
(i) direct obligations of, and obligations fully guaranteed by, the United States of America, or any agency or
instrumentality of the United States of America the obligations of which are backed by the full faith and
credit of the United States of America; and
(ii) federal funds, demand and time deposits in, certificates of deposits of, or bankers' acceptances issued by, any
depository institution or trust company incorporated or organized under the laws of the United States of
America or any state thereof and subject to supervision and examination by federal and/or state banking
authorities, so long as at the time of such investment or contractual commitment providing for such
investment the commercial paper or other short-term debt obligations of such depository institution or
trust company (or, in the case of a depository institution or trust company which is the principal
subsidiary of a holding company, the commercial paper or other short-term debt obligations of such holding
company) are rated "P-1" by Moody's Investors Service, Inc. and the long-term debt obligations of such
holding company) are rated "P-1" by Moody's Investors Service, Inc. and the long-term debt obligations of
such depository institution or trust company (or, in the case of a depository institution or trust company
which is the principal subsidiary of a holding company, the long-term debt obligations of such holding
company) are rated at least "Aa" by Moody's Investors Service, Inc.;
provided, however, that no such instrument shall be an Eligible Investment if such instrument evidences either (i) a right to receive
only interest payments with respect to the obligations underlying such instrument, or (ii) both principal and interest payments
derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a
yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations.
"Person": Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock
company, trust, incorporated organization or government or any agency or political subdivision thereof.
"Prepaid Monthly Payment": Any Monthly Payment received prior to its scheduled Due Date and which is intended to be applied
to a Mortgage Loan on its scheduled Due Date.
"Primary Insurance Policy": Each primary policy of mortgage insurance in effect with respect to a Mortgage Loan and as so
indicated on the Mortgage Loan Schedule, or any replacement policy therefor obtained by the Servicer pursuant to Section 5.08.
"Principal Prepayment": Any payment or other recovery of principal on a Mortgage Loan (including a Payoff), other than a
Monthly Payment or a Prepaid Monthly Payment which is received in advance of its scheduled Due Date, including any prepayment penalty
or premium thereon, which is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any
month or months subsequent to the month of prepayment and which is intended to reduce the principal balance of the Mortgage Loan.
"Purchaser": EMC Mortgage Corporation or its successor in interest or any successor under this Agreement appointed as
herein provided.
"Purchaser's Account": The account of the Purchaser at a bank or other entity most recently designated in a written notice
by the Purchaser to the Sellers as the "Purchaser's Account."
"Purchase Price": as to each Mortgage Loan to be sold hereunder, the price set forth in the Purchase Price and Terms
Letter and related Term Sheet.
"Purchase Price and Terms Letter": With respect to each purchase of Mortgage Loans, that certain letter agreement setting
forth the general terms and conditions of such transaction and identifying the Mortgage Loans to be purchased thereunder by and
between the Seller and the Purchaser.
"Qualified Mortgage Insurer": American Guaranty Corporation, Commonwealth Mortgage Assurance Company, General Electric Mortgage
Insurance Companies, Mortgage Guaranty Insurance Corporation, PMI Mortgage Insurance Company, Republic Mortgage Insurance Company
or United Guaranty Residential Insurance Corporation.
"Rate Adjustment Date": With respect to each ARM Loan, the date on which the Note Rate adjusts.
"Rating Agency": Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Moody's Investors Service, Inc.,
Fitch Investors Service, Inc. or Duff & Phelps Credit Rating Co.
"Record Date": The close of business of the last Business Day of the month preceding the month of the related Remittance Date.
"Refinanced Mortgage Loan": A Mortgage Loan that was made to a Mortgagor who owned the Mortgaged Property prior to the
origination of such Mortgage Loan and the proceeds of which were used in whole or part to satisfy an existing mortgage.
"REMIC": A "real estate mortgage investment conduit" within the meaning of Section 860D of the Internal Revenue Code or any
similar tax vehicle providing for the pooling of assets (such as a Financial Asset Security Investment Trust).
"Remittance Date": The 18th day of each calendar month, commencing on the 18th day of the month following the Funding
Date, or, if such 18th day is not a Business Day, then the next Business Day immediately preceding such 18th day.
"Remittance Rate": With respect to each Mortgage Loan, the related Note Rate minus the Servicing Fee Rate.
"REO Disposition": The final sale by the Servicer of any REO Property.
"REO Disposition Proceeds": Amounts received by the Company in connection with a related REO Disposition.
"REO Property": A Mortgaged Property acquired by the Servicer on behalf of the Purchaser as described in Section 5.13.
"Repurchase Price": As to (a) any Defective Mortgage Loan required to be repurchased hereunder with respect to which a
breach occurred or (b) any Mortgage Loan required to be repurchased pursuant to Section 3.04 and/or Section 7.02, an amount equal to
the Unpaid Principal Balance of such Mortgage Loan at the time of repurchase; plus (2) interest on such Mortgage Loan at the
applicable Note Rate from the last date through which interest has been paid and distributed to the Purchaser hereunder to the end
of the month of repurchase; minus (3) any amounts received in respect of such Defective Mortgage Loan which are being held in the
Collection Account for future remittance.
"Scheduled Principal Balance": With respect to any Mortgage Loan, (i) the outstanding principal balance as of the Funding
Date after application of principal payments due on or before such date whether or not received, minus (ii) all amounts previously
remitted to the Purchaser with respect to such Mortgage Loan representing (a) payments or other recoveries of principal, or
(b) advances of principal made pursuant to Section 6.03.
"Sellers": Cendant Mortgage Corporation, a New Jersey corporation and Bishop's Gate Residential Mortgage Trust (formerly known
as Cendant Residential Mortgage Trust), a Delaware business trust, or their successors in interest or any successor under this
Agreement appointed as herein provided.
"Servicer": Cendant Mortgage Corporation, a New Jersey corporation.
"Servicer's Mortgage File": The documents pertaining to a particular Mortgage Loan which are specified on Exhibit S-1
attached hereto and any additional documents required to be included or added to the "Servicer's Mortgage File" pursuant to this
Agreement.
"Servicing Advances": All "out of pocket" costs and expenses that are customary, reasonable and necessary which are
incurred by the Servicer in the performance of its servicing obligations hereunder, including (without duplication) (i) reasonable
attorneys' fees and (ii) the cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any enforcement
or judicial proceedings, including foreclosures, (c) the servicing, management and liquidation of any Specially Serviced Mortgaged
Loans and/or any REO Property, and (d) compliance with the Servicer's obligations under Section 5.08.
"Servicing Event": Any of the following events with respect to any Mortgage Loan: (i) any Monthly Payment being more than
60 days delinquent; (ii) any filing of an Insolvency Proceeding by or on behalf of the related Mortgagor, any consent by or on behalf
of the related Mortgagor to the filing of an Insolvency Proceeding against such Mortgagor, or any admission by or on behalf of such
Mortgagor of its inability to pay such Person's debts generally as the same become due; (iii) any filing of an Insolvency Proceeding
against the related Mortgagor that remains undismissed or unstayed for a period of 60 days after the filing thereof; (iv) any
issuance of any attachment or execution against, or any appointment of a conservator, receiver or liquidator with respect to, all or
substantially all of the assets of the related Mortgagor or with respect to any Mortgaged Property; (v) any receipt by the Servicer
of notice of the foreclosure or proposed foreclosure of any other lien on the related Mortgaged Property; (vi) any proposal of a
material modification (as reasonably determined by the Seller) to such Mortgage Loan due to a default or imminent default under such
Mortgage Loan; or (vii) in the reasonable judgment of the Servicer, the occurrence, or likely occurrence within 60 days, of a payment
default with respect to such Mortgage Loan that is likely to remain uncured by the related Mortgagor within 60 days thereafter.
"Servicing Fee": The annual fee, payable monthly to the Servicer out of the interest portion of the Monthly Payment actually
received on each Mortgage Loan. The Servicing Fee with respect to each Mortgage Loan for any calendar month (or a portion
thereof) shall be 1/12 of the product of (i) the Scheduled Principal Balance of the Mortgage Loan and (ii) the Servicing Fee Rate
applicable to such Mortgage Loan.
"Servicing Fee Rate": (i) with respect to any ARM Loan, 0.375% per annum; provided that, prior to the first Rate Adjustment
Date with respect to any such Mortgage Loan, such rate may be, at the Servicer's option, not less than 0.25% per annum; and (ii) with
respect to any Mortgage Loan other than an ARM Loan, 0.25% per annum. Such rate will be indicated on the Mortgage Loan Schedule.
"Servicing Officer": Any officer of the Servicer involved in, or responsible for, the administration and servicing of the
Mortgage Loans whose name appears on a written list of servicing officers furnished by the Servicer to the Purchaser upon request
therefor by the Purchaser, as such list may from time to time be amended.
"Specially Serviced Mortgage Loan": A Mortgage Loan as to which a Servicing Event has occurred and is continuing.
"Unpaid Principal Balance": With respect to any Mortgage Loan, at any time, the actual outstanding principal balance then
payable by the Mortgagor under the terms of the related Mortgage Note.
ARTICLE II: SALE AND CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND
RECORDS; DELIVERY OF MORTGAGE LOAN DOCUMENTS
Section 2.01 Sale and Conveyance of Mortgage Loans.
Seller agrees to sell and Purchaser agrees to purchase, from time to time, those certain Mortgage Loans identified in a
Mortgage Loan Schedule, on the price and terms set forth herein. Purchaser, on any Funding Date, shall be obligated to purchase only
such Mortgage Loans set forth in the applicable Mortgage Loan Schedule attached to the applicable Term Sheet, subject to the terms
and conditions of this Agreement and the applicable Term Sheet.
Purchaser will purchase Mortgage Loan(s) from Seller, from time to time on such Funding Dates as may be agreed upon by
Purchaser and Seller.The closing shall, at Purchaser's option be either: by telephone, confirmed by letter or wire as the parties
shall agree; or conducted in person at such place, as the parties shall agree. On the Funding Date and subject to the terms and
conditions of this Agreement, each Seller will sell, transfer, assign, set over and convey to the Purchaser, without recourse except
as set forth in this Agreement, and the Purchaser will purchase, all of the right, title and interest of the applicable Seller in and
to the Mortgage Loans being conveyed by it hereunder, as identified on the Mortgage Loan Schedule.
Examination of the Mortgage Files may be made by Purchaser or its designee as follows. No later than five business days
prior to the Funding Date, Seller will deliver to Purchaser or its designee Legal Documents required pursuant to Schedule B. Upon
Purchaser's request, Seller shall make the Credit Documents available to Purchaser for review, at Seller's place of business and
during reasonable business hours. If Purchaser makes such examination prior to the Funding Date and identifies any Mortgage Loans
that do not conform to the Cendant Guide or are otherwise unacceptable to Purchaser, such Mortgage Loans will be deleted from the
Mortgage Loan Schedule at Purchaser's discretion. Purchaser may, at its option and without notice to Seller, purchase all or part of
the Mortgage Loans without conducting any partial or complete examination. The fact that Purchaser has conducted or has failed to
conduct any partial or complete examination of the Mortgage Loan files shall not affect Purchaser's rights to demand repurchase,
substitution or other relief as provided herein.
On the Funding Date and in accordance with the terms herein, Purchaser will pay to Seller, by wire transfer of immediately
available funds, the Purchase Price, together with interest at the Mortgage Loan Remittance Rate from the Cut-Off Date to the Funding
Date, according to the instructions to be provided, respectively, by Cendant Mortgage and the Trust.
Purchaser shall be entitled to all scheduled principal due after the Cut-Off Date, all other recoveries of principal collected
after the Funding Date and all payments of interest on the Mortgage Loans (minus that portion of any such payment which is
allocable to the period prior to the Funding Date). The principal balance of each Mortgage Loan as of the Funding Date is
determined after application of payments of principal due on or before the Funding Date whether or not collected. Therefore,
payments of scheduled principal and interest prepaid for a due date beyond the Funding Date shall not be applied to the
principal balance as of the Funding Date. Such prepaid amounts shall be the property of Purchaser. Seller shall hold any such
prepaid amounts for the benefit of Purchaser for subsequent remittance by Seller to Purchaser. All scheduled payments of
principal due on or before the Funding Date and collected by Seller after the Funding Date shall belong to Seller.
Section 2.02 Possession of Mortgage Files.
Upon the sale of any Mortgage Loan, the ownership of such Mortgage Loan, including the Mortgage Note, the Mortgage, the
contents of the related Mortgage File and all rights, benefits, payments, proceeds and obligations arising therefrom or in connection
therewith, shall then be vested in the Purchaser, and the ownership of all records and documents with respect to such Mortgage Loan
prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and, to the extent retained by
the Seller, shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a custodial capacity only. The
contents of such Mortgage File not delivered to the Purchaser or Purchaser's designee are and shall be held in trust by the Seller
for the benefit of the Purchaser as the owner thereof and the Sellers' possession of the contents of each Mortgage File so retained
is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the
Seller is in a custodial capacity only. Mortgage Files shall be maintained separately from the other books and records of the
Seller. Each Seller shall release from its custody the contents of any Mortgage File only in accordance with written instructions
from the Purchaser, except where such release is required as incidental to the Servicer's servicing of the Mortgage Loans or is in
connection with a repurchase of any such Mortgage Loan pursuant to Section 3.04.
Any documents released to a Seller or the Servicer in connection with the foreclosure or servicing of any Mortgage Loan shall be held
by such Person in trust for the benefit of the Purchaser in accordance with this Section 2.02. Such Person shall return to the
Purchaser such documents when such Person's need therefor in connection with such foreclosure or servicing no longer exists (unless
sooner requested by the Purchaser); provided that, if such Mortgage Loan is liquidated, then, upon the delivery by a Seller or the
Servicer to the Purchaser of a request for the release of such documents and a certificate certifying as to such liquidation, the
Purchaser shall promptly release and, to the extent necessary, deliver to such Person such documents.
At the option of Puchaser, the Mortgage Files shall be held by document custodian in accordance with the terms of a custodial
agreement.
Section 2.03 Books and Records.
The sale of each of the Mortgage Loans shall be reflected on the applicable Seller's balance sheet and other financial
statements as a sale of assets by the applicable Seller. Each Seller shall be responsible for maintaining, and shall maintain, a
complete set of books and records for the Mortgage Loans it conveyed to the Purchaser which shall be clearly marked to reflect the
sale of each Mortgage Loan to the Purchaser and the ownership of each Mortgage Loan by the Purchaser.
Section 2.04 Defective Documents; Delivery of Mortgage Loan Documents .
Subsequent to the Funding Date, if the Purchaser or either Seller finds any document or documents constituting a part of a
Mortgage File to be defective or missing in any material respect (in this Section 2.04, a "Defect"), the party discovering such
Defect shall promptly so notify the other parties. If the Defect pertains to the Mortgage Note or the Mortgage, then the applicable
Seller shall have a period of 45 days within which to correct or cure any such defect after the earlier of such Seller's discovery of
same or such Seller being notified of same. If such Defect can ultimately be cured but is not reasonably expected to be cured within
such 45 day period, such Seller shall have such additional time as is reasonably determined by the Purchaser to cure or correct such
Defect provided that such Seller has commenced curing or correcting such Defect and is diligently pursuing same. If the Defect
pertains to any other document constituting a part of a Mortgage File, then such Seller shall have a period of 90 days within which
to correct or cure any such Defect after the earlier of such Seller's discovery of same or such Seller being notified of same. If
such Defect can ultimately be cured but is not reasonably expected to be cured within the 90 day period, then such Seller shall have
such additional time as is reasonably determined by the Purchaser to cure or correct such Defect provided such Seller has commenced
curing or correcting such Defect and is diligently pursuing same. Cendant Mortgage hereby covenants and agrees that, if any material
Defect cannot be corrected or cured, the related Mortgage Loan shall automatically constitute, upon the expiration of the applicable
cure period described above and without any further action by any other party, a Defective Mortgage Loan, whereupon Cendant Mortgage
shall repurchase such Mortgage Loan by paying to the Purchaser the Repurchase Price therefor in accordance with Section 3.04(3).
The applicable Seller will, with respect to each Mortgage Loan to be purchased by the Purchaser, deliver and release to the
Purchaser the Legal Documents as set forth in Section 2.01. If the applicable Seller cannot deliver an original Mortgage with
evidence of recording thereon, original assumption, modification and substitution agreements with evidence of recording thereon or an
original intervening assignment with evidence of recording thereon within the applicable time periods, then such Seller shall
promptly deliver to the Purchaser such original Mortgages and original intervening assignments with evidence of recording indicated
thereon upon receipt thereof from the public recording official, except in cases where the original Mortgage or original intervening
assignments are retained permanently by the recording office, in which case, such Seller shall deliver a copy of such Mortgage or
intervening assignment, as the case may be, certified by such public recording office to be a true and complete copy of the recorded
original thereof.
If the original Mortgage was not delivered pursuant to the preceding paragraph, then the applicable Seller shall use its
best efforts to promptly secure the delivery of such originals and shall cause such originals to be delivered to the Purchaser
promptly upon receipt thereof. Notwithstanding the foregoing, if the original Mortgage, original assumption, modification, and
substitution agreements, the original of any intervening assignment or the original policy of title insurance is not so delivered to
the Purchaser within 180 days following the Funding Date, then, upon written notice by the Purchaser to Cendant Mortgage, the
Purchaser may, in its sole discretion, then elect (by providing written notice to Cendant Mortgage) to treat such Mortgage Loan as a
Defective Mortgage Loan, whereupon Cendant Mortgage shall repurchase such Mortgage Loan by paying to the Purchaser the Repurchase
Price therefor in accordance with Section 3.04(3). The fact that the Purchaser has conducted or failed to conduct any partial or
complete examination of the Mortgage Files shall not affect its right to demand repurchase or any other remedies provided in this
Agreement.
At the Purchaser's request, the Assignments shall be promptly recorded in the name of the Purchaser or in the name of a
Person designated by the Purchaser in all appropriate public offices for real property records. If any such Assignment is lost or
returned unrecorded because of a defect therein, then the applicable Seller shall promptly prepare a substitute Assignment to cure
such defect and thereafter cause each such Assignment to be duly recorded. All recording fees related to such a one-time recordation
of the Assignments to or by a Seller shall be paid by the applicable Seller.
Section 2.05 Transfer of Mortgage Loans.
Subject to the provisions of this Section 2.05, the Purchaser shall have the right, without the consent of the Sellers, at
any time and from time to time, to assign any of the Mortgage Loans and all or any part of its interest under this Agreement and
designate any person to exercise any rights of the Purchaser hereunder, and the assignees or designees shall accede to the rights and
obligations hereunder of the Purchaser with respect to such Mortgage Loans. The Sellers recognize that the Mortgage Loans may be
divided into "packages" for resale ("Mortgage Loan Packages").
All of the provisions of this Agreement shall inure to the benefit of the Purchaser and any such assignees or designees.
All references to the Purchaser shall be deemed to include its assignees or designees. Utilizing resources reasonably available to
the Seller without incurring any cost except the Seller's overhead and employees' salaries, the applicable Seller shall cooperate in
any such assignment of the Mortgage Loans and this Agreement; provided that the Purchaser shall bear all costs associated with any
such assignment of the Mortgage Loans and this Agreement other than such Seller's overhead or employees' salaries.
The Servicer and the Purchaser acknowledge that the Servicer shall continue to remit payments to the Purchaser on the
Remittance Date after the transfer of the Mortgage Loans, unless the Servicer was notified in writing of the new record owner of the
Mortgage Loans prior to the immediately preceding Record Date, in which case, the Servicer shall remit to the new record owner (or
trustee or master servicer, as the case may be) of the Mortgage Loans.
Any prospective assignees of the Purchaser who have entered into a commitment to purchase any of the Mortgage Loans may
review and underwrite the Servicer's servicing and origination operations, upon reasonable prior notice to the Servicer, and the
Servicer shall cooperate with such review and underwriting to the extent such prospective assignees request information or documents
that are reasonably available and can be produced without unreasonable expense or effort. The Servicer shall make the Mortgage Files
related to the Mortgage Loans held by the Servicer available at the Servicer's principal operations center for review by any such
prospective assignees during normal business hours upon reasonable prior notice to the Servicer (in no event less than 5 Business
Days prior notice). The Servicer may, in its sole discretion, require that such prospective assignees sign a confidentiality
agreement with respect to such information disclosed to the prospective assignee which is not available to the public at large and a
release agreement with respect to its activities on the Servicer's premises.
The Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may
prescribe, the Servicer shall note transfers of Mortgage Loans. The Purchaser may, subject to the terms of this Agreement, sell and
transfer, in whole or in part, any or all of the Mortgage Loans; provided that no such sale and transfer shall be binding upon the
Servicer unless such transferee shall agree in writing to an Assignment, Assumption and Recognition Agreement, in substantially the
form of Exhibit 2.05 attached hereto, and an executed copy of such Assignment, Assumption and Recognition Agreement shall have been
delivered to the Servicer. The Servicer shall evidence its acknowledgment of any transfers of the Mortgage Loans to any assignees of
the Purchaser by executing such Assignment, Assumption and Recognition Agreement. The Servicer shall mark its books and records to
reflect the ownership of the Mortgage Loans by any such assignees, and the previous Purchaser shall be released from its obligations
hereunder accruing after the date of transfer to the extent such obligations relate to Mortgage Loans sold by the Purchaser. This
Agreement shall be binding upon and inure to the benefit of the Purchaser and the Servicer and their permitted successors, assignees
and designees.
ARTICLE III: REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER; REPURCHASE; REVIEW OF MORTGAGE LOANS
Section 3.01 Representations and Warranties of each Seller.
Each Seller, as to itself, represents, warrants and covenants to the Purchaser that as of each Funding Date or as of such
date specifically provided herein:
(1) Due Organization. The Seller is an entity duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization, and has all licenses necessary to carry on its business now being conducted and is licensed, qualified
and in good standing under the laws of each state where a Mortgaged Property is located or is otherwise exempt under applicable law
from such qualification or is otherwise not required under applicable law to effect such qualification; no demand for such
qualification has been made upon the Seller by any state having jurisdiction and in any event the Seller is or will be in compliance
with the laws of any such state to the extent necessary to enforce each Mortgage Loan and with respect to Cendant Mortgage, service
each Mortgage Loan in accordance with the terms of this Agreement.
(2) Due Authority. Cendant Mortgage had the full power and authority and legal right to originate the Mortgage Loans that it
originated, if any, and to acquire the Mortgage Loans that it acquired. The Seller has the full power and authority to hold each
Mortgage Loan, to sell each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate, all transactions
contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly
executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Purchaser,
constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, reorganization, receivership, conservatorship, insolvency, moratorium and other laws relating to or affecting
creditors' rights generally or the rights of creditors of banks and to the general principles of equity (whether such enforceability
is considered in a proceeding in equity or at law).
(3) No Conflict. The execution and delivery of this Agreement, the acquisition or origination, as applicable, of the Mortgage
Loans by the Seller, the sale of the Mortgage Loans, the consummation of the transactions contemplated hereby, or the fulfillment of
or compliance with the terms and conditions of this Agreement, will not conflict with or result in a breach of any of the terms,
conditions or provisions of the Seller's organizational documents and bylaws or any legal restriction or any agreement or instrument
to which the Seller is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the
foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Seller or its property is
subject, or impair the ability of the Purchaser to realize on the Mortgage Loans;
(4) Ability to Perform. The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform
each and every covenant contained in this Agreement;
(5) No Material Default. Neither the Seller nor any of its Affiliates is in material default under any agreement, contract,
instrument or indenture of any nature whatsoever to which the Seller or any of its Affiliates is a party or by which it (or any of
its assets) is bound, which default would have a material adverse effect on the ability of the Seller to perform under this
Agreement, nor, to the best of the Seller's knowledge, has any event occurred which, with notice, lapse of time or both, would
constitute a default under any such agreement, contract, instrument or indenture and have a material adverse effect on the ability of
the Seller to perform its obligations under this Agreement;
(6) Financial Statements. Cendant Mortgage has delivered to the Purchaser financial statements as to its fiscal year ended
December 31, 2000 Except as has previously been disclosed to the Purchaser in writing: (a) such financial statements fairly present
the results of operations and changes in financial position for such period and the financial position at the end of such period of
Cendant Mortgage and its subsidiaries; and (b) such financial statements are true, correct and complete as of their respective dates
and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods
involved, except as set forth in the notes thereto. The Trust has delivered to the Purchaser financial statements dated as of
December 31, 2000 and a copy of its Offering Circular dated May 21, 1998 (the "Trust Financials") and such Trust Financials fairly
present the results of operations and changes in financial position for such period and the financial position at the end of such
period of the Trust. Except as has previously been disclosed to the Purchaser in writing, there has been no change in such Trust
Financials since their date and the Trust is not aware of any errors or omissions therein;
(7) No Change in Business. There has been no change in the business, operations, financial condition, properties or assets of
the applicable Seller since (i) in the case of Cendant Mortgage, the date of its financial statements and (ii) in the case of the
Trust, the date of delivery of the Trust Financials, that would have a material adverse effect on the ability of the applicable
Seller to perform its obligations under this Agreement;
(8) No Litigation Pending. There is no action, suit, proceeding or investigation pending or, to the best of the Seller's
knowledge, threatened, against the Seller, which, either in any one instance or in the aggregate, if determined adversely to the
Seller would adversely affect the sale of the Mortgage Loans to the Purchaser or the execution, delivery or enforceability of this
Agreement or result in any material liability of the Seller, or draw into question the validity of this Agreement or the Mortgage
Loans, or have a material adverse effect on the financial condition of the Seller;
(9) No Consent Required. No consent, approval, authorization or order of any court or governmental agency or body is required
for the execution, delivery and performance by the Seller of or compliance by the Seller with this Agreement, the delivery of the
Mortgage Files to the Purchaser, the sale of the Mortgage Loans to the Purchaser or the consummation of the transactions contemplated
by this Agreement or, if required, such approval has been obtained prior to the Funding Date;
(10) Ordinary Course of Business. The consummation of the transactions contemplated by this Agreement is in the ordinary course
of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant
to this Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction;
(11) No Broker. The Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in
connection with this transaction; and
(12) No Untrue Information. Neither this Agreement nor any statement, report or other agreement, document or instrument
furnished or to be furnished pursuant to this Agreement contains or in connection with the transactions contemplated herein or will
contain any materially untrue statement of fact or omits or will omit to state a fact necessary to make the statements contained
therein not misleading.
(13) No Fraud. Each Mortgage Loan being sold by the Seller to the Purchaser hereunder was originated and/or acquired by the
Seller and sold to the Purchaser in each instance without any conduct (whether directed toward the Purchaser or otherwise)
constituting fraud or misrepresentation on the part of the Seller;
(14) No Adverse Selection. The Seller has used no adverse selection procedures in selecting the Mortgage Loans from among the
outstanding conventional home mortgage loans in the Seller's portfolio at the Closing Date as to which the representations and
warranties set forth in Section 3.03 could be made;
Section 3.02 Representations and Warranties of the Servicer.
The Servicer represents, warrants and covenants to the Purchaser that as of the Funding Date or as of such date
specifically provided herein:
(1) Ability to Service. The Servicer is an approved seller/servicer for FNMA and FHLMC in good standing and is a mortgagee
approved by the Secretary of Housing and Urban Development pursuant to Section 203 of the National Housing Act, with facilities,
procedures and experienced personnel necessary for the servicing of mortgage loans of the same type as the Mortgage Loans. No event
has occurred that would make the Servicer unable to comply with FNMA or FHLMC eligibility requirements or that would require
notification to either FNMA or FHLMC;
(2) Collection Practices. The origination, servicing and collection practices used by the Servicer and any prior originator and
servicer with respect to each Mortgage Loan (including, without limitation, the establishment, maintenance, and servicing of the
Escrow Accounts, if any) have been in all respects legal, proper and prudent in the mortgage servicing business and in accordance
with the terms of the Mortgage Loan documents an Acceptable Servicing Procedures. With respect to Escrow Accounts and escrow
payments that the Servicer is entitled to collect, there are no deficiencies for which customary arrangements for repayment have not
been made. All escrow payments have been collected in all material respects in compliance with applicable law, Acceptable Servicing
Procedures and the provisions of the Mortgage Loan documents. If such Mortgage Loan is the subject to an escrow, escrow of funds is
not prohibited by applicable law and has been established in an amount sufficient to pay for every escrowed item that remains unpaid
and has been assessed but is not yet due and payable. Any Escrow Account interest required to be paid pursuant to applicable law has
been properly paid and credited.
(3) Due Organization. The Servicer is an entity duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization, and has all licenses necessary to carry on its business now being conducted and is licensed, qualified
and in good standing under the laws of each state where a Mortgaged Property is located or is otherwise exempt under applicable law
from such qualification or is otherwise not required under applicable law to effect such qualification; no demand for such
qualification has been made upon the Servicer by any state having jurisdiction and in any event the Servicer is or will be in
compliance with the laws of any such state to the extent necessary to enforce each Mortgage Loan and service each Mortgage Loan in
accordance with the terms of this Agreement.
(4) Due Authority. Servicier has the full power and authority to execute, deliver and perform, and to enter into and
consummate, all transactions contemplated by this Agreement. The Servicer has duly authorized the execution, delivery and
performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization,
execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Servicer, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization, receivership, conservatorship, insolvency, moratorium
and other laws relating to or affecting creditors' rights generally or the rights of creditors of banks and to the general principles
of equity (whether such enforceability is considered in a proceeding in equity or at law).
(5) No Conflict. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, or the
fulfillment of or compliance with the terms and conditions of this Agreement, will not conflict with or result in a breach of any of
the terms, conditions or provisions of the Servicer's organizational documents and bylaws or any legal restriction or any agreement
or instrument to which the Servicer is now a party or by which it is bound, or constitute a default or result in an acceleration
under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer
or its property is subject, or impair the ability of the Purchaser to realize on the Mortgage Loans;
(6) Ability to Perform. The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform
each and every covenant contained in this Agreement;
(7) No Material Default. Neither the Servicer nor any of its Affiliates is in material default under any agreement, contract,
instrument or indenture of any nature whatsoever to which the Servicer or any of its Affiliates is a party or by which it (or any of
its assets) is bound, which default would have a material adverse effect on the ability of the Servicer to perform under this
Agreement, nor, has any event occurred which, with notice, lapse of time or both, would constitute a default under any such
agreement, contract, instrument or indenture and have a material adverse effect on the ability of the Servicer to perform its
obligations under this Agreement;
(8) Financial Statements. Servicer has delivered to the Purchaser financial statements as to its fiscal year ended December 31,2000. Except as has previously been disclosed to the Purchaser in writing: (a) such financial statements fairly present the results
of operations and changes in financial position for such period and the financial position at the end of such period of Servicer and
its subsidiaries; and (b) such financial statements are true, correct and complete as of their respective dates and have been
prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as
set forth in the notes thereto.
(9) No Change in Business. There has been no change in the business, operations, financial condition, properties or assets of
the Servicer since the date of its financial statements that would have a material adverse effect on the ability of the Servicer to
perform its obligations under this Agreement;
(10) No Litigation Pending. There is no action, suit, proceeding or investigation pending or, to the best of the Servicer's
knowledge, threatened, against the Servicer, which, either in any one instance or in the aggregate, if determined adversely to the
Servicer would adversely affect the sale of the Mortgage Loans to the Purchaser or the execution, delivery or enforceability of this
Agreement or result in any material liability of the Servicer, or draw into question the validity of this Agreement, or have a
material adverse effect on the financial condition of the Servicer;
(11) No Consent Required. No consent, approval, authorization or order of any court or governmental agency or body is required
for the execution, delivery and performance by the Servicer of or compliance by the Servicer with this Agreement or the consummation
of the transactions contemplated by this Agreement or, if required, such approval has been obtained prior to the Funding Date;
(12) Ordinary Course of Business. The consummation of the transactions contemplated by this Agreement is in the ordinary course
of business of the Servicer;
(13) No Broker. The Servicer has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission
in connection with this transaction; and
(14) No Untrue Information. Neither this Agreement nor any statement, report or other agreement, document or instrument
furnished or to be furnished pursuant to this Agreement contains or will contain any materially untrue statement of fact or omits or
will omit to state a
fact necessary to make the statements contained therein not misleading.
Section 3.03 Representations and Warranties as to Individual Mortgage Loans .
With respect to each Mortgage Loan, the applicable Seller hereby makes the following representations and warranties to the
Purchaser on which the Purchaser specifically relies in purchasing such Mortgage Loan. Such representations and warranties speak as
of the Funding Date unless otherwise indicated, but shall survive any subsequent transfer, assignment or conveyance of such Mortgage
Loans:
(1) Mortgage Loan as Described. Each Mortgage Loan complies with the terms and conditions set forth herein, and all of the
information set forth with respect thereto on the Mortgage Loan Schedule is true and correct in all material respects;
(2) Complete Mortgage Files. The instruments and documents specified in Section 2.02 with respect to such Mortgage Loan have
been delivered to the Purchaser or Purchaser's designee in compliance with the requirements of Article II. The Seller is in
possession of a Mortgage File respecting such Mortgage Loan, except for such documents as have been previously delivered to the
Purchaser;
(3) Owner of Record. The Mortgage relating to such Mortgage Loan has been duly recorded in the appropriate recording office,
and the applicable Seller or Servicer is the owner of record of such Mortgage Loan and the indebtedness evidenced by the related
Mortgage Note;
(4) Payments Current. All payments required to be made up to and including the Funding Date for such Mortgage Loan under the
terms of the Mortgage Note have been made, such that such Mortgage Loan is not delinquent 30 days or more on the Funding Date, and
has not been so delinquent in the twelve months prior to the Funding Date;
(5) No Outstanding Charges. There are no delinquent taxes, insurance premiums, assessments, including assessments payable in
future installments, or other outstanding charges affecting the Mortgaged Property related to such Mortgage Loan;
(6) Original Terms Unmodified. The terms of the Mortgage Note and the Mortgage related to such Mortgage Loan have not been
impaired, waived, altered or modified in any material respect, except as specifically set forth in the related Mortgage Loan Schedule;
(7) No Defenses. The Mortgage Note and the Mortgage related to such Mortgage Loan are not subject to any right of rescission,
set-off or defense, including the defense of usury, nor will the operation of any of the terms of such Mortgage Note and such
Mortgage, or the exercise of any right thereunder, render such Mortgage unenforceable, in whole or in part, or subject to any right
of rescission, set-off or defense, including the defense of usury and no such right of rescission, set-off or defense has been
asserted with respect thereto;
(8) Hazard Insurance. (a) All buildings upon the Mortgaged Property related to such Mortgage Loan are insured by an insurer
acceptable to FNMA or FHLMC against loss by fire, hazards of extended coverage and such other hazards as are customary in the area
where such Mortgaged Property is located, pursuant to insurance policies conforming to the requirements of either Section 5.10 or
Section 5.11. All such insurance policies (collectively, the "hazard insurance policy") contain a standard mortgagee clause naming
the originator of such Mortgage Loan, its successors and assigns, as mortgagee. Such policies are the valid and binding obligations
of the insurer, and all premiums thereon due to date have been paid. The related Mortgage obligates the Mortgagor thereunder to
maintain all such insurance at such Mortgagor's cost and expense, and on such Mortgagor's failure to do so, authorizes the holder of
such Mortgage to maintain such insurance at such Mortgagor's cost and expense and to seek reimbursement therefor from such Mortgagor;
or (b) in the case of a condominium or PUD project that is not covered by an individual policy, the condominium or PUD project is
covered by a "master" or "blanket" policy and there exists and is in the Servicer's Mortgage File a certificate of insurance showing
that the individual unit that secures the first mortgage or share loan is covered under such policy. The insurance policy contains a
standard mortgagee clause naming the originator of such Mortgage Loan (and its successors and assigns), as insured mortgagee. Such
policies are the valid and binding obligations of the insurer, and all premiums thereon have been paid. The insurance policy
provides for advance notice to the Seller or Servicer if the policy is canceled or not renewed, or if any other change that adversely
affects the Seller's interests is made; the certificate includes the types and amounts of coverage provided, describes any
endorsements that are part of the "master" policy and would be acceptable pursuant to the FNMA Guide;
(9) Compliance With Applicable Laws. All requirements of any federal, state or local law (including usury, truth in lending,
real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws) applicable to the
origination and servicing of such Mortgage Loan have been complied with in all material respects;
(10) No Satisfaction of Mortgage. The Mortgage related to such Mortgage Loan has not been satisfied, canceled or subordinated,
in whole or in part, or rescinded, and the related Mortgaged Property has not been released from the lien of such Mortgage, in whole
or in part, nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission;
(11) Valid First Lien. The Mortgage related to such Mortgage Loan is a valid, subsisting and enforceable perfected first lien
on the related Mortgaged Property, including all improvements on the related Mortgaged Property, which Mortgaged Property is free and
clear of any encumbrances and liens having priority over the first lien of the Mortgage subject only to (a) the lien of current real
estate taxes and special assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements
and other matters of the public record as of the date of recording of such Mortgage which are acceptable to mortgage lending
institutions generally, are referred to in the lender's title insurance policy and do not adversely affect the market value or
intended use of the related Mortgaged Property, and (c) other matters to which like properties are commonly subject which do not
individually or in the aggregate materially interfere with the benefits of the security intended to be provided by such Mortgage or
the use, enjoyment, or market value of the related Mortgaged Property;
(12) Validity of Documents. The Mortgage Note and the Mortgage related to such Mortgage Loan are genuine and each is the legal,
valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and
general equitable principles (regardless whether such enforcement is considered in a proceeding in equity or at law);
(13) Valid Execution of Documents. All parties to the Mortgage Note and the Mortgage related to such Mortgage Loan had legal
capacity to enter into such Mortgage Loan and to execute and deliver the related Mortgage Note and the related Mortgage and the
related Mortgage Note and the related Mortgage have been duly and properly executed by such parties;
(14) Full Disbursement of Proceeds. Such Mortgage Loan has closed and the proceeds of such Mortgage Loan have been fully disbursed
prior to the Funding Date; provided that, with respect to any Mortgage Loan originated within the previous 120 days, alterations and
repairs with respect to the related Mortgaged Property or any part thereof may have required an escrow of funds in an amount
sufficient to pay for all outstanding work within 120 days of the origination of such Mortgage Loan, and, if so, such funds are held
in escrow by the Seller, a title company or other escrow agent;
(15) Ownership. The Mortgage Note and the Mortgage related to such Mortgage Loan or any interest or participation therein have not
been assigned, pledged or otherwise transferred by the applicable Seller, and the Seller has good and marketable title thereto, and
the Seller is the sole owner thereof and has full right and authority to transfer and sell such Mortgage Loan, and is transferring
such Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest;
(16) Doing Business. All parties that have had any interest in such Mortgage Loan, whether as mortgagee, assignee,
pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in compliance with any and
all applicable licensing requirements of the laws of the state wherein the related Mortgaged Property is located. All parties which
have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which
they held and disposed of such interest, were) (1) in compliance with any and all applicable licensing requirements of the laws of
the state wherein the Mortgaged Property is located, and (2) organized under the laws of such state, or (3) qualified to do business
in such state, or (4) federal savings and loan associations or national banks having principal offices in such state, or (5) not
doing business in such state;
(17) Title Insurance. (a) Such Mortgage Loan is covered by an ALTA lender's title insurance policy or short form title policy
acceptable to FNMA and FHLMC (or, in jurisdictions where ALTA policies are not generally approved for use, a lender's title insurance
policy acceptable to FNMA and FHLMC), issued by a title insurer acceptable to FNMA and FHLMC and qualified to do business in the
jurisdiction where the related Mortgaged Property is located, insuring (subject to the exceptions contained in clauses (11(a) and (b)
above) the Seller or Servicier, its successors and assigns as to the first priority lien of the related Mortgage in the original
principal amount of such Mortgage Loan and in the case of ARM Loans, against any loss by reason of the invalidity or unenforceability
of the lien resulting from the provisions of such Mortgage providing for adjustment to the applicable Note Rate and Monthly Payment.
Additionally, such lender's title insurance policy affirmatively insures against encroachments by or upon the related Mortgaged
Property or any interest therein or any other adverse circumstance that either is disclosed or would have been disclosed by an
accurate survey. The Seller or Servicer is the sole insured of such lender's title insurance policy, and such lender's title
insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions
contemplated by this Agreement and will inure to the benefit of the Purchaser without any further act. No claims have been made
under such lender's title insurance policy, no prior holder of the related Mortgage (including the Seller) has done, by act or
omission, anything that would impair the coverage of such lender's insurance policy, and, there is no act, omission, condition, or
information that would impair the coverage of such lender's insurance policy; (b) The mortgage title insurance policy covering each
unit mortgage in a condominium or PUD project related to such Mortgage Loan meets all requirements of FNMA and FHLMC;
(18) No Defaults. (a) There is no default, breach, violation or event of acceleration existing under the Mortgage, the Mortgage
Note, or any other agreements, documents, or instruments related to such Mortgage Loan; (b) there is no event that, with the lapse
of time, the giving of notice, or both, would constitute such a default, breach, violation or event of acceleration; (c) the
Mortgagor(s) with respect to such Mortgage Loan is (1) not in default under any other Mortgage Loan or (2) the subject of an
Insolvency Proceeding; (d) no event of acceleration has previously occurred, and no notice of default has been sent, with respect to
such Mortgage Loan; and (e) in no event has the Seller waived any of its rights or remedies in respect of any default, breach,
violation or event of acceleration under the Mortgage, the Mortgage Note, or any other agreements, documents, or instruments related
to such Mortgage Loan;
(19) No Mechanics' Liens. There are no mechanics' or similar liens, except such liens as are expressly insured against by a title
insurance policy, or claims that have been filed for work, labor or material (and no rights are outstanding that under law could give
rise to such lien) affecting the related Mortgaged Property that are or may be liens prior to, or equal or coordinate with, the lien
of the related Mortgage;
(20) Location of Improvements; No Encroachments. , all improvements that were considered in determining the Appraised Value of the
related Mortgaged Property lay wholly within the boundaries and building restriction lines of such Mortgaged Property, and no
improvements on adjoining properties encroach upon such Mortgaged Property except as permitted under the terms of the FNMA Guide and
the FHLMC Selling Guide; no improvement located on or part of any Mortgaged Property is in violation of any applicable zoning law or
regulation, and all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of
such Mortgaged Property, and with respect to the use and occupancy of the same, including certificates of occupancy, have been made
or obtained from the appropriate authorities;
(21) Origination; Payment Terms. Principal payments on such Mortgage Loan commenced or will commence no more than 60 days after
funds were disbursed in connection with such Mortgage Loan. If the interest rate on the related Mortgage Note is adjustable, the
adjustment is based on the Index set forth on the related Mortgage Loan Schedule. The related Mortgage Note is payable on the first
day of each month in arrears, in accordance with the payment terms described on the related Mortgage Loan Schedule;
(22) Due On Sale. Except as noted otherwise on the Mortgage Loan Schedule, the related Mortgage contains the usual and customary
"due-on-sale" clause or other similar provision for the acceleration of the payment of the Unpaid Principal Balance of such Mortgage
Loan if the related Mortgaged Property or any interest therein is sold or transferred without the prior consent of the mortgagee
thereunder;
(23) Prepayment Penalty. Except as noted otherwise on the Mortgage Loan Schedule, such Mortgage Loan is not subject to any
Prepayment Penalty. If a Mortgage Loan has a prepayment penalty such prepayment penalty is enforceable and is permitted pursuant to
federal, state, and local law;
(24) Mortgaged Property Undamaged; No Condemnation. As of the Funding Date, the related Mortgaged Property is free of material
damage and waste and there is no proceeding pending for the total or partial condemnation thereof;
(25) Customary Provisions. The related Mortgage contains customary and enforceable provisions that render the rights and remedies of
the holder thereof adequate for the realization against the related Mortgaged Property of the benefits of the security provided
thereby, including, (a) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (b) in the case of a
Mortgage, otherwise by judicial foreclosure;
(26) Conformance With Underwriting Standards. Each Mortgage Loan was underwritten in accordance with underwriting standards of
Cendant Mortgage as set forth in the Cendant Guide;
(27) Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property on forms and with riders approved by FNMA
and FHLMC, signed prior to the approval of such Mortgage Loan application by an appraiser, duly appointed by the originator of such
Mortgage Loan, whose compensation is not affected by the approval or disapproval of such Mortgage Loan and who met the minimum
qualifications of FNMA and FHLMC for appraisers and who had no interest, direct or indirect, in the Mortgaged Property or in any
loan made on the security thereof. Such appraisal was made in accordance with the relevant provisions o the Financial Institutions
Reform, Recovery and Enforcement Act of 1969, as in effect on the date of such Mortgage Loan was originated.;
(28) Deeds of Trust. If the related Mortgage constitutes a deed of trust, then a trustee, duly qualified under applicable law to
serve as such, has been properly designated and currently so serves and is named in such Mortgage, and no fees or expenses are or
will become payable by the Purchaser to the trustee under such deed of trust, except in connection with a trustee's sale after
default by the related Mortgagor;
(29) LTV; Primary Mortgage Insurance Policy. Except with respect to Additional Collateral Mortgage Loans (as defined in Exhibit 10
hereto) if such Mortgage Loan had a Loan-to-Value Ratio of more than 80% at origination, and is not originated under an additional
collateral mortgage loan program, such Mortgage Loan is and will be subject to a Primary Insurance Policy issued by a Qualified
Mortgage Insurer, which insures the Seller or Servicer, its successors and assigns and insureds in the amount set forth on the
Mortgage Loan Schedule. All provisions of such Primary Insurance Policy have been and are being complied with, such policy is in
full force and effect, and all premiums due thereunder have been paid. Any related Mortgage subject to any such Primary Insurance
Policy ( which is not a "Lender-Paid" Primary Insurance Policy) obligates the Mortgagor thereunder to maintain such insurance for the
time period required by law and to pay all premiums and charges in connection therewith. As of the date of origination, the
Loan-to-Value Ratio of such Mortgage Loan is as specified in the applicable Mortgage Loan Schedule. ;
(30) Occupancy. As of the date of origination of such Mortgage Loan, the related Mortgaged Property is lawfully occupied under
applicable law;
(31) Supervision and Examination by a Federal or State Authority. Each Mortgage Loan either was (a) closed in the name of the
Cendant Mortgage, or (b) closed in the name of another entity that is either a savings and loan association, a savings bank, a
commercial bank, credit union, insurance company or an institution which is supervised and examined by a federal or state authority,
or a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the National Housing
Act (a "HUD Approved Mortgagee"), and was so at the time such Mortgage Loan was originated (Cendant Mortgage or such other entity,
the "Originator") or (c) closed in the name of a loan broker under the circumstances described in the following sentence. If such
Mortgage Loan was originated through a loan broker, such Mortgage Loan met the Originator's underwriting criteria at the time of
origination and was originated in accordance with the Originator's policies and procedures and the Originator acquired such Mortgage
Loan from the loan broker contemporaneously with the origination thereof. The Mortgage Loans that the Trust is selling to Purchaser
were originated by or on behalf of Cendant Mortgage and subsequently assigned to the Trust.
(32) Adjustments. All of the terms of the related Mortgage Note pertaining to interest rate adjustments, payment adjustments and
adjustments of the outstanding principal balance, if any, are enforceable and such adjustments will not affect the priority of the
lien of the related Mortgage; all such adjustments on such Mortgage Loan have been made properly and in accordance with the
provisions of such Mortgage Loan;
(33) Insolvency Proceedings; Soldiers' and Sailors' Relief Act. The related Mortgagor (1) is not the subject of any Insolvency
Proceeding; and (2) has not notified the Seller of any relief requested by or allowed to such Mortgagor under the Soldiers' and
Sailors' Civil Relief Act of 1940;
(34) FNMA/FHLMC Documents. Such Mortgage Loan was closed on standard FNMA or FHLMC documents or on such documents otherwise
acceptable to them.
(35) Acceptable Investment. To the best of Seller's knowledge, there is no circumstance or condition with respect to the related
Mortgage File, Mortgage, Mortgaged Property, Mortgagor or Mortgagor's credit standing, including but not limited to 'limited income
documentation programs' whereby the lending decision is based upon factors other than the Mortgagor's income, that can reasonably be
expected to cause private institutional investors to regard such Mortgage Loan as an unacceptable investment, cause such Mortgage
Loan to become delinquent, or adversely affect the value or marketability of such Mortgage Loan;
(36) No Fraud. No error, omission, misrepresentation, negligence or fraud in respect of such Mortgage Loan has taken place on
the part of any Person in connection with the origination and servicing of such Mortgage Loan;
(37) Insurance Policies. To the best of the Seller's knowledge, no action, error, omission, misrepresentation, negligence, fraud
or similar occurrence in respect of such Mortgage Loan has taken place on the part of any Person (including the related
Mortgagor, any appraiser, any builder or developer or any party involved in the origination of such Mortgage Loan or in the
application for any insurance relating to such Mortgage Loan) that might result in a failure or impairment of full and timely
coverage under any insurance policy required to be obtained for such Mortgage Loan;
(38) Disclosure Materials. The related Mortgagor has received all disclosure materials required by applicable law with respect
to the making of conventional mortgage loans and has executed a written acknowledgment to such effect, which acknowledgment is
contained in the Servicer's Mortgage File:
(39) No Trade-In or Exchange. Such Mortgage Loan was not made in connection with (a) the construction or rehabilitation of a
Mortgaged Property or (b) facilitating the sale or exchange of an REO Property;
(40) No Environmental Hazards. As of the date of origination of such Mortgage Loan, the Seller had no actual knowledge of the
presence of any Hazardous Substances, or other environmental hazards, on, in, or that could affect the related Mortgaged
Property;
(41) Sellers agree that is shall not solicit any mortgage (in writing or otherwise) to refinance any of the Mortgage Loans;
provided that mass advertising or mailings (such as placing advertisements on television on radio, in magazines, on the
Internet, or in newspapers or including messages in billing statements) that are not exclusively directed towards the Mortgagors
shall not constitute "direct solicitation" and shall not violate this covenant.
(42) The Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which
the Mortgaged Property is located:
(43) With respect to each Cooperative Loan, the related Mortgage is a valid, enforceable and subsisting first security interest
on the related cooperative shares securing the related cooperative note, subject only to (a) liens of the cooperative for unpaid
assessments representing the Mortgagor's pro rata share of the cooperative's payments for its blanket mortgage, current and future
real property taxes, insurance premiums, maintenance fees and other assessments to which like collateral is commonly subject and (b)
other matters to which like collateral is commonly subject which do not materially interfere with the benefits of the security
intended to be provided by the Security Agreement. There are no liens against or security interest in the cooperative shares
relating to each Cooperative Loan (except for unpaid maintenance, assessments and other amounts owed to the related cooperative which
individually or in the aggregate will not have a material adverse effect on such Cooperative Loans), which have priority over the
Seller's security interest in such cooperative shares;
(44) With respect to each Cooperative Loan, a search for filings of financing statements has been made by a Seller competent to
make the same, which Seller is acceptable to Fannie Mae or FHLMC, and qualified to do business in the jurisdiction where the
cooperative unit is located, and such search has not found anything which would materially and adversely affect the Cooperative Loan;
(45) With respect to each Cooperative Loan, the related cooperative corporation that owns title to the related cooperative
apartment building is a "cooperative housing corporation" within the meaning of Section 216 of the Internal Revenue Code, and is in
material compliance with applicable federal, state and local laws which, if not complied with, could have a material adverse effect
on the Mortgaged Property;
(46) With respect to each Cooperative Loan, (a) the terms of the related proprietary lease or occupancy agreement is longer than
the terms of the Cooperative Loan, (b) there is no provision in such proprietary lease or occupancy agreement which requires the
Mortgagor to offer for sale the cooperative shares owned by such Mortgagor first to the Cooperative, and (c) there is no prohibition
against pledging the shares of the cooperative corporation or assigning the cooperative
(47) The Mortgaged Property is located in the state identified in the Mortgage Loan Schedule and consists of a single, contiguous
parcel of real property with a detached single family residence erected thereon, or a two-to four-family dwelling, or an individual
condominium unit in a condominium project, or an individual unit in a planned unit development or a townhouse, provided, however,
that any condominium project or planned unit development shall conform with the applicable Cendant Guide requirements regarding such
dwellings, and no residence or dwelling is a mobile home or a manufactured dwelling. As of the respective appraisal date for each
Mortgaged Property, no portion of the Mortgaged Property was being used for commercial purposes. If the Mortgaged Property is a
condominium unit or a planned unit development (other than a de minimus planned unit development) such condominium or planned unit
development project meets Cendant Guide eligibility requirements or is located in a condominium or planned unit development project
which has received Cendant project approval and the representations and warranties required by Cendant with respect to such
condominium or planned unit development have been made and remain true and correct in all respects;
(48) The Mortgage Loans have an original term to maturity of not more than 30 years, with interest payable in arrears on the
first day of each month. As to each Mortgage Loan on each applicable Adjustment Date, the Mortgage Interest Rate will be adjusted to
equal the sum of the Index plus the applicable Gross Margin, rounded up or down to the nearest multiple of 0.125% indicated by the
Mortgage Note; provided that the Mortgage Interest Rate will not increase or decrease by more than the applicable Periodic Cap on any
Adjustment Date, and will in no event exceed the maximum Mortgage Interest Rate or be lower than the minimum Mortgage Interest Rate
listed on the Mortgage Loan Schedule for such Mortgage Loan. Each Mortgage Note requires a monthly payment which is sufficient,
during the period prior to the first adjustment to the Mortgage Interest Rate, to fully amortize the outstanding principal balance as
of the first day of such period over the then remaining term of such Mortgage Note and to pay interest at the related Mortgage
Interest Rate. As to each Mortgage Loan, if the related Mortgage Interest Rate changes on an adjustment date, the then outstanding
principal balance will be reamortized over the remaining life of such Mortgage Loan. No Mortgage Loan contains terms or provisions
which would result in negative amortization. None of the Mortgage Loans contain a balloon feature, are graduated payment mortgages
or shared appreciation mortgages;
(49) With respect to each Mortgage Loan that is a Buydown Mortgage Loan:
(i) On or before the date of origination of such Mortgage Loan, the Company and the Mortgagor, or the Company, the Mortgagor and the
seller of the Mortgaged Property or a third party entered into a Buydown Agreement. The Buydown Agreement provides that the seller of
the Mortgaged Property (or third party) shall deliver to the Company temporary Buydown Funds in an amount equal to the aggregate
undiscounted amount of payments that, when added to the amount the Mortgagor on such Mortgage Loan is obligated to pay on each Due
Date in accordance with the terms of the Buydown Agreement, is equal to the full scheduled Monthly Payment due on such Mortgage
Loan. The temporary Buydown Funds enable the Mortgagor to qualify for the Buydown Mortgage Loan. The effective interest rate of a
Buydown Mortgage Loan if less than the interest rate set forth in the related Mortgage Note will increase within the Buydown Period
as provided in the related Buydown Agreement so that the effective interest rate will be equal to the interest rate as set forth in
the related Mortgage Note. The Buydown Mortgage Loan satisfies the requirements of Fannie Mae guidelines;
(ii) The Mortgage and Mortgage Note reflect the permanent payment terms rather than the payment terms of the Buydown Agreement. The
Buydown Agreement provides for the payment by the Mortgagor of the full amount of the Monthly Payment on any Due Date that the
Buydown Funds are available. The Buydown Funds were not used to reduce the original principal balance of the Mortgage Loan or to
increase the Appraised Value of the Mortgage Property when calculating the Loan-to-Value Ratios for purposes of the Agreement and, if
the Buydown Funds were provided by the Company and if required under Fannie Mae and Freddie Mac guidelines, the terms of the Buydown
Agreement were disclosed to the appraiser of the Mortgaged Property;
Section 3.04 Repurchase.
(1) It is understood and agreed that the representations and warranties set forth in Sections 3.01, 3.02 and 3.03 shall
survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or Assignment or the examination of any Mortgage File.
(2) Upon discovery by either of the Sellers or the Purchaser of a breach of any of the
representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a Mortgage
Loan or the interest of Purchaser therein, the party discovering such breach shall give prompt written notice to the other.
(3) Unless permitted a greater period of time to cure as set forth in Section 2.04, the applicable Seller shall have a period of
60 days from the earlier of either discovery by or receipt of written notice from the Purchaser to the Seller of any breach of any of
the representations and warranties contained in Sections 3.01, 3.02 or 3.03 that materially and adversely affects the value of a
Mortgage Loan or the interest of Purchaser therein(a "Defective Mortgage Loan"; provided that "Defective Mortgage Loan" shall also
include any Mortgage Loan treated or designated as such in accordance with Section 2.04) within which to correct or cure such
breach. If such breach can ultimately be cured but is not reasonably expected to be cured within the 60-day period, then the
applicable Seller shall have such additional time, if any, as is reasonably determined by the Purchaser to cure such breach provided
that the Seller has commenced curing or correcting such breach and is diligently pursuing same. Each Seller hereby covenants and
agrees with respect to each Mortgage Loan conveyed by it that, if any breach relating thereto cannot be corrected or cured within the
applicable cure period or such additional time, if any, as is reasonably determined by the Purchaser, then such Seller shall, at the
direction of the Purchaser, repurchase the Defective Mortgage Loan at the applicable Repurchase Price.
(4) Any repurchase of a Defective Mortgage Loan required hereunder shall be accomplished by payment of the applicable Repurchase
Price within 3 Business Days of expiration of the applicable time period referred to above in paragraph 3.04(3) by wire transfer of
immediately available funds directly to the Purchaser's Account. It is understood and agreed that the obligations of a Seller
(a) set forth in this Section 3.04(4) to cure any breach of such Seller's representations and warranties contained in Section 3.03 or
to repurchase the Defective Mortgage Loan(s) and (b) set forth in Section 9.01 to indemnify the Purchaser in connection with any
breach of a Seller's representations and warranties contained in Section 3.03 shall constitute the sole remedies of the Purchaser
respecting a breach of such representations and warranties.
(5) The parties further agree that, in recognition of the Trust's rights against Cendant Mortgage
with respect to the Mortgage Loans acquired by it from Cendant Mortgage and conveyed to the Purchaser hereunder, the Purchaser shall
have the right to cause Cendant Mortgage to repurchase directly any Defective Mortgage Loan (other than as a result of a breach by
the Trust of Section 3.03 (3) or 3.03(15) hereof, in which case the Purchaser shall have the right to cause the Trust to repurchase
directly the Defective Mortgage Loan) acquired hereunder by the Purchaser from the Trust.
Section 3.05 Certain Covenants of each Seller and the Servicer.
Without incurring undue effort or any cost except the Seller's overhead or employees' salaries, each Seller shall take reasonable
steps to assist the Purchaser, if the Purchaser so requests, in securitizing the Mortgage Loans and selling undivided interests in
such Mortgage Loans in a public offering or private placement or selling participating interests in such Mortgage Loans, which steps
may include, (a) providing any information relating to the Mortgage Loans reasonably necessary to assist in the preparation of any
disclosure documents, (b) providing information relating to delinquencies and defaults with respect to the Servicer's servicing
portfolio (or such portion thereof as is similar to the Mortgage Loans), (c) entering into any other servicing, custodial or other
similar agreements, that are consistent with the provisions of this Agreement, and which contain such provisions as are customary in
securitizations rated "AAA" (including a securitization involving a REMIC) (a "Securitization"), and (d) providing as of the date of
such securitization representations and warranties as to the Seller and the Mortgage Loans, which are consistent with the
representations and warranties contained in this Agreement, but modified, if necessary, to reflect changes since the Funding Date and
also providing such reasonable and customary indemnification to the Purchaser or its affiliates. In connection with such a
Securitization, the Purchaser may be required to engage a master servicer or trustee to determine the allocation of payments to and
make remittances to the certificateholders, at the Purchaser's sole cost and expense. In the event that a master servicer or trustee
to determine the allocation of payments to and make remittances to the certificateholders is requested by the Purchaser, the Servicer
agrees to service the Mortgage Loans in accordance with the reasonable and customary requirements of such Securitization, which may
include the Servicer's acting as a subservicer in a master servicing arrangement. With respect to the then owners of the Mortgage
Loans, the Servicer shall thereafter deal solely with such master servicer or trustee, as the case may be with respect to such
Mortgage Loans which are subject to the Securitization and shall not be required to deal with any other party with respect to such
Mortgage Loans.The cost of such securitization shall be borne by the Purchaser, other than the Seller's overhead or employees'
salaries.
ARTICLE IV: REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND CONDITIONS PREDCEDENT TO FUNDING
Section 4.01 Representations and Warranties.
The Purchaser represents, warrants and covenants to the Seller that as of each Funding Date or as of such date specifically
provided herein:
(1) Due Organization. The Purchaser is an entity duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization, and has all licenses necessary to carry on its business now being conducted and is licensed, qualified
and in good standing under the laws of each state where a Mortgaged Property is located or is otherwise exempt under applicable law
from such qualification or is otherwise not required under applicable law to effect such qualification; no demand for such
qualification has been made upon the Purchaser by any state having jurisdiction and in any event the Purchaser is or will be in
compliance with the laws of any such state to the extent necessary to enforce each Mortgage Loan.
(2) Due Authority. The Purchaser had the full power and authority and legal right to acquire the Mortgage Loans that it acquired.
The Purchaser has the full power and authority to hold each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver and
perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Purchaser has duly authorized the
execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming
due authorization, execution and delivery by the Seller, constitutes a legal, valid and binding obligation of the Purchaser,
enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, receivership, conservatorship,
insolvency, moratorium and other laws relating to or affecting creditors' rights generally or the rights of creditors of banks and to
the general principles of equity (whether such enforceability is considered in a proceeding in equity or at law);
(3) No Conflict. None of the execution and delivery of this Agreement, the acquisition , of the Mortgage Loans by the Purchaser, the
purchase of the Mortgage Loans, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with
the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of
the Purchaser's organizational documents and bylaws or any legal restriction or any agreement or instrument to which the Purchaser is
now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in
the violation of any law, rule, regulation, order, judgment or decree to which the Purchaser or its property is subject, or impair
the ability of the Purchaser to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;
(4) Ability to Perform. The Purchaser does not believe, nor does it have any reason or cause to believe, that it cannot perform each
and every covenant contained in this Agreement;
(5) No Material Default. The Purchaser is not in material default under any agreement, contract, instrument or indenture of any
nature whatsoever to which the Purchaser is a party or by which it (or any of its assets) is bound, which default would have a
material adverse effect on the ability of the Purchaser to perform under this Agreement, nor, to the of the Purchaser's knowledge,
has any event occurred which, with notice, lapse of time or both) would constitute a default under any such agreement, contract,
instrument or indenture and have a material adverse effect on the ability of the Purchaser to perform its obligations under this
Agreement;
(6) No Change in Business. There has been no change in the business, operations, financial condition, properties or assets of the
Purchaser since the date of the Purchaser's financial statements that would have a material adverse effect on the ability of the
Purchaser to perform its obligations under this Agreement;
(7) Litigation Pending. There is no action, suit, proceeding or investigation pending or, to the best of the Purchaser's knowledge,
threatened, against the Purchaser, which, either in any one instance or in the aggregate, if determined adversely to the Purchaser
would adversely affect the purchase of the Mortgage Loans or the execution, delivery or enforceability of this Agreement or result in
any material liability of the Purchaser, or draw into question the validity of this Agreement, or the Mortgage Loans or have a
material adverse effect on the financial condition of the Purchaser;
(8) Broker. The Purchaser has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in
connection with this transaction.
(9) No Consent Required. No consent, approval, authorization or order of any court or governmental agency or body is required for
the execution, delivery and performance by the Purchaser of or compliance by the Purchaser with this Agreement, the purchase of the
Mortgage Loans from the Seller or the consummation of the transactions contemplated by this Agreement or, if required, such approval
has been obtained prior to the Funding Date;
(10) Ordinary Course of Business. The consummation of the transactions contemplated by this Agreement is in the ordinary course of
business of the Purchaser; and
(11) Non-Petition Agreement. The Purchaser covenants and agrees that it shall not, prior to the date which is one year and one day
(or if longer, the applicable preference period then in effect) after the payment in full of all rated obligations of Bishop's Gate
Residential Mortgage Trust, acquiesce, petition or otherwise, directly or indirectly, invoke or cause Bishop's Gate Residential
Mortgage Trust to invoke the process of any governmental authority for the purpose of commencing or sustaining a case against
Bishop's Gate Residential Mortgage Trust under any federal or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator, or other similar official of Bishop's Gate Residential Mortgage Trust. This
covenant and agreement shall be binding upon the Purchaser and any assignee or transferee of the Purchaser.
(12) The Purchaser agrees that it shall not solicit any Mortgagors (in writing or otherwise) to refinance any of the Mortgage Loans;
provided that mass advertising or mailings (such as placing advertisements on television, on radio, in magazines or in newspapers or
including messages in billing statements) that are not exclusively directed towards the Mortgagors shall not constitute solicitation
and shall not violate this covenant.
Section 4.02. Conditions Precedent to Closing.
Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions:
(a) All of the representations and warranties of Seller under the Cendant Guide, and of Seller and Purchaser under this
Agreement shall be true and correct as of the Funding Date, and no event shall have occurred which, with notice or
the passage of time, would constitute an Event of Default under this Agreement or under the Cendant Guide;
(b) Purchaser shall have received, or Purchaser's attorneys shall have received in escrow, all Closing Documentsas specified
herein, in such forms as are agreed upon and acceptable to Purchaser, duly executed by all signatories other than
Purchaser as required pursuant to the respective terms thereof; and
(c) All other terms and conditions of this Agreement shall have been complied with.
Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided
herein.
ARTICLE V: ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 5.01 Cendant Mortgage to Act as Servicer; Servicing Standards; Additional Documents; Consent of the Purchaser.
(1) The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans and REO Property from and
after each Funding Date in accordance with the terms and provisions of the Mortgage Loans, applicable law,
Acceptable Servicing Procedures and the terms and provisions of this Agreement for and on behalf of, and in the best
interests of, the Purchaser (without taking into account any relationship the Servicer may have with any Mortgagor
or other Person, the participation, if any, of the Servicer in any financing provided in connection with the sale of
any Mortgaged Property, or the Servicer's obligation to advance any expenses or incur any costs in the performance
of its duties hereunder) in accordance with a standard that is not less than the higher of (a) the same care, skill,
prudence and diligence with which it services similar assets held for its own or its Affiliates' account and (b) the
same care, skill, prudence and diligence with which it services similar assets for third party institutional
investors, in each case giving due consideration to customary and usual standards of practice of prudent
institutional mortgage loan servicers utilized with respect to mortgage loans comparable to the Mortgage Loans.
Subject to the foregoing standards, in connection with such servicing and administration, the Servicer shall seek to
maximize the timely recovery of principal and interest on the Mortgage Notes; provided that nothing contained herein
shall be construed as an express or implied guarantee by the Servicer of the collectibility of payments on the
Mortgage Loans or shall be construed as impairing or adversely affecting any rights or benefits specifically
provided by this Agreement to the Seller, including with respect to Servicing Fees.
Any Additional Collateral Mortgage Loans (as defined in Exhibit 10 hereto), will be serviced in accordance with the terms of
the Additional Collateral Assignment and Servicing Agreement (attached hereto as Exhibit 10) and the terms of this Agreement.
(2) To the extent consistent with Section 5.01(1) and further subject to any express limitations set forth in this Agreement, the
Servicer (acting alone or, solely in the circumstances permitted hereunder, acting through a subservicer) shall have full power and
authority to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and
administration, including the power and authority (a) to execute and deliver, on behalf of the Purchaser, customary consents or
waivers and other instruments and documents (including estoppel certificates), (b) to consent to transfers of any Mortgaged Property
and assumptions of the Mortgage Notes and related Mortgages, (c) to submit claims to collect any Insurance Proceeds and Liquidation
Proceeds, (d) to consent to the application of any Insurance Proceeds or Condemnation Proceeds to the restoration of the applicable
Mortgaged Property or otherwise, (e) to bring an action in a court of law, including an unlawful detainer action, to enforce rights
of the Purchaser with respect to any Mortgaged Property, (f) to execute and deliver, on behalf of the Purchaser, documents relating
to the management, operation, maintenance, repair, leasing, marketing and sale of any Mortgaged Property or any REO Property, and (g)
to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan; provided that
the Servicer shall not take any action not provided for in this Agreement that is materially inconsistent with or materially
prejudices the interest of the Purchaser in any Mortgage Loan or under this Agreement. If reasonably requested by the Servicer, the
Purchaser shall furnish the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable
the Servicer to service and administer the Mortgage Loans and the REO Properties, including documents relating to the foreclosure,
receivership, management, operation, maintenance, repair, leasing, marketing and sale (in foreclosure or otherwise) of any Mortgaged
Property or any REO Property. Nothing contained in this Agreement shall limit the ability of the Servicer to lend money to (whether
on a secured or unsecured basis), and otherwise generally engage in any kind of business or dealings with, any Mortgagor as though
the Servicer were not a party to this Agreement or to the transactions contemplated hereby. Unless such business or dealings
adversely affect the value of a Mortgage Loan or the interest of Purchaser in a Mortgage Loan.
(3) Notwithstanding anything to the contrary contained herein:
(a) the Servicer acknowledges that the Purchaser or its designee will (subject to the provisions of Section
5.13) retain title to, and ownership of, the Mortgage Loans and the REO Properties and that the Servicer does not hereby acquire any
title to, security interest in, or other rights of any kind in or to any Mortgage Loan or REO Property or any portion thereof, unless
otherwise requested by the Purchaser in accordance with Section 5.13; 5.13 says we can take title
(b) the Servicer shall not file any lien or any other encumbrance on, exercise any right of setoff against, or
attach or assert any claim in or on any Mortgage Loan or REO Property, unless authorized pursuant to a judicial or administrative
proceeding or a court order;
(c) the Servicer shall, in servicing the Mortgage Loans, follow and comply with the servicing guidelines
established by FNMA, provided that the Servicer shall specifically notify the Purchaser in writing and obtain the Purchaser's written
consent (such approval will not be unreasonably withheld) prior to the Servicer taking any of the following actions: (1) modifying,
amending or waiving any of the financial terms of, or making any other material modifications to, a Mortgage Loan, ; (2) selling any
Specially Serviced Mortgage Loan or REO Property; (3) making, with respect to any Specially Serviced Mortgage Loan or REO Property,
Servicing Advances (irrespective of whether non-recoverable); provided that the Servicer shall not be required to so advise the
Purchaser to the extent that each related Servicing Advance as to the related Mortgaged Property or REO Property is not in excess of
$10,000; (4) forgiving principal or interest on, or permitting to be satisfied at a discount, any Mortgage Loan; (5) accepting
substitute or additional collateral, or releasing any collateral, for a Mortgage Loan. If the Purchaser has not approved or rejected
in writing any proposed action(s) recommended by the Servicer to be taken hereunder within 20 Business Days of the date such
recommendation is made, then the Purchaser shall be deemed to have rejected such recommended action(s) and theServicer shall not take
any such action(s);
(d) the Servicer shall notify the Purchaser of any modification, waiver or amendment of any term of any
Mortgage Loan and the date thereof and shall deliver to the Purchaser, for deposit in the related Mortgage File, an original
counterpart of the agreement relating to such modification, waiver or amendment promptly following the execution thereof;
(e) the Servicer shall remain primarily liable for the full performance of its obligations hereunder
notwithstanding any appointment by the Servicer of a subservicer or subservicers hereunder; and
(f) the Purchaser may at any time and from time to time, in its sole discretion, upon 10 Business Days written
notice to the Servicer, terminate the Servicer's servicing obligations hereunder with respect to (1) any REO Property or (2) any
Mortgage Loan that, in accordance with the Purchaser's internal credit classification criteria, has been classified as "doubtful" or
a "loss." Upon the effectiveness of any such termination of the Servicer's servicing obligations with respect to any such REO
Property or Mortgage Loan, the Servicer shall deliver all agreements, documents, and instruments related thereto to the Purchaser, in
accordance with applicable law.
Section 5.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the principal and interest on all Mortgage Loans are paid in full, the Servicer will
proceed diligently to collect all payments due under each Mortgage Loan when the same shall become due and payable and shall, to the
extent such procedures shall be consistent with this Agreement and the terms and provisions of any related Primary Insurance Policy,
follow such collection procedures as it follows with respect to mortgage loans comparable to the Mortgage Loans, which procedures
shall in any event comply with the servicing standards set forth in Section 5.01. Furthermore, the Servicer shall ascertain and
estimate annual ground rents, taxes, assessments, fire and hazard insurance premiums, mortgage insurance premiums, and all other
charges that, as provided in the Mortgages, will become due and payable to the end that the installments payable by the Mortgagors
will be sufficient to pay such charges as and when they become due and payable.
Section 5.03 Collection of Mortgage Loan Payments.
The Servicer shall, within five (5) calendar days following each Record Date, deliver to the Purchaser monthly reports
(substantially in the form of Exhibit 5.03(a) and Exhibit 5.03(b) attached hereto) with respect to all Specially Serviced Mortgage
Loans. In addition, the Servicer shall, within one (1) Business Day following the occurrence of any foreclosure sale with respect to
any Mortgaged Property, deliver to the Purchaser a notice of foreclosure sale substantially in the form of Exhibit 5.03(c) attached
hereto.
Section 5.04 Establishment of Collection Account; Deposits in Collection Account.
The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart
from any of its own funds and general assets and shall establish and maintain one or more Collection Accounts, in the form of time
deposit or demand accounts constituting Eligible Accounts, with any funds in excess of the current FDIC established insurance limits
invested in Permitted Investments. The creation of any Collection Account shall be evidenced by a certification in the form of
Exhibit 5.04-1 attached hereto, in the case of an account established with the Servicer, or a letter agreement in the form of Exhibit
5.04-2 attached hereto, in the case of an account held by a depository other than the Servicer. In either case, a copy of such
certification or letter agreement shall be furnished to the Purchaser.
The Servicer shall deposit in the Collection Account on a daily basis, within two Business Days after receipt (or as
otherwise required pursuant to this Agreement in the case of clauses (7), (8) and (9) of this Section 5.04) and retain therein the
following payments and collections received or made by it subsequent to each Funding Date, or received by it prior to the Funding
Date but allocable to a period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or
before the Funding Date:
1) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;
2) all payments on account of interest on the Mortgage Loans;
3) all Liquidation Proceeds;
4) all REO Disposition Proceeds
4) all Insurance Proceeds, including amounts required to be deposited pursuant to Sections 5.10 and 5.11, other than proceeds
to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Properties or released to the
applicable Mortgagors in accordance with the Servicer's normal servicing procedures and Acceptable Servicing Procedures, the
related Mortgages or applicable law;
5) all Condemnation Proceeds affecting any Mortgaged Property which are not released to a Mortgagor in accordance with the
Servicer's normal servicing procedures, the related Mortgage or applicable law;
6) any Monthly Advances in accordance with Section 6.03;
7) any amounts required to be deposited by the Servicer pursuant to Section 5.11 in connection with the deductible clause in
any blanket hazard insurance policy, such deposit to be made from the Servicer's own funds without reimbursement therefor;
8) any amounts required to be deposited by the Servicer pursuant to Section 5.16(ii) in connection with any losses on Permitted
Investments; and
9) any amounts required to be deposited in the Collection Account pursuant to Sections 7.01 or 7.02 or otherwise pursuant to
the terms hereof.
10) interest on the amount of any Payoff at the related Remittance Rate to the end of the month in which prepayment of the
related Mortgage Loan occurs.
The foregoing requirements for deposit in the Collection Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the extent
permitted by Section 7.01, need not be deposited by the Servicer in the Collection Account and shall be retained by the Servicer as
additional compensation.
Section 5.05 Permitted Withdrawals from the Collection Account.
The Servicer may, from time to time in accordance with the provisions hereof, withdraw amounts from the Collection Account
for the following purposes (without duplication):
1) to reimburse itself for unreimbursed Monthly Advances and Servicing Advances (other than with respect to REO Properties)
that are approved by the Purchaser as being non-recoverable in accordance with Section 6.04;
2) to make payments to the Purchaser in the amounts, at the times and in the manner provided for in Section 6.01;
3) to reimburse itself for Monthly Advances, the Servicer's right to reimburse itself pursuant to this Subsection 3 being
limited to amounts received on the related Mortgage Loan which represent late payments of principal and/or interest with respect
to which any such Monthly Advance was made;
4) to reimburse itself for unreimbursed Servicing Advances (other than with respect to REO Properties) and for unreimbursed
Monthly Advances, the Servicer's right to reimburse itself pursuant to this Subsection 4 with respect to any Mortgage Loan being
limited to related Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and such other amounts as may be collected by
the Servicer from the Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of such
reimbursement, the Servicer's right thereto shall be prior to the rights of the Purchaser, except that, where a Seller or the
Servicer is required to repurchase a Mortgage Loan pursuant to Sections 2.04, 3.04 and/or 7.02, the Servicer's right to such
reimbursement shall be subsequent and subordinate to the payment to the Purchaser of the applicable Repurchase Price and all
other amounts required to be paid to the Purchaser with respect to such Mortgage Loan;
5) to pay to itself, solely out of the interest portion of the Monthly Payment actually received with respect to a Mortgage
Loan during the period ending on the most recent Determination Date, the Servicing Fee with respect to such Mortgage Loan;
6) to pay to itself as additional servicing compensation (a) any interest earned on funds in the Collection Account (all such
interest to be withdrawn monthly not later than each Remittance Date) and (b) any prepayment penalties or premiums relating to
any Principal Prepayments; provided that no such amounts shall be payable as servicing compensation to the extent they relate to
a Mortgage Loan with respect to which a default, breach, violation, or event of acceleration exists or would exist but for the
lapse of time, the giving of notice, or both;
7) to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant to Sections 2.04, 3.04 and/or 7.02
all amounts received thereon and not distributed as of the date on which the related Repurchase Price is determined (except to
the extent that such amounts constitute part of the Repurchase Price to be remitted to the Purchaser);
8) to remove any amounts deposited into the Collection Account in error; and
9) to clear and terminate the Collection Account upon the termination of this Agreement, with any funds contained therein to be
distributed in accordance with the terms of this Agreement.
10) to make payments to the primary mortgage insurer for Mortgage Loans with lender-paid Primary Insurance Policy.
The Servicer shall keep and maintain a separate, detailed accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose of
justifying any withdrawal from the Collection Account pursuant to this Section.
Section 5.06 Establishment of Escrow Accounts; Deposits in Escrow.
The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute
Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow
Accounts, in the form of time deposit or demand accounts. The creation of any Escrow Account shall be evidenced by a certification
in the form shown on Exhibit 5.06-1 attached hereto, in the case of an account established with the Servicer, or a letter agreement
in the form shown on Exhibit 5.06-2 attached hereto, in the case of an account held by a depository other than the Servicer, such
depository having been consented to by the Purchaser. In either case, a copy of such certification or letter agreement shall be
furnished to the Purchaser.
The Servicer shall deposit in each Escrow Account on a daily basis, and retain therein, (i) all Escrow Payments collected on
account of the related Mortgage Loans for the purpose of effecting timely payment of any such items as required under the terms of
this Agreement, and (ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property. The
Servicer shall make withdrawals therefrom only to effect such payments as are required under Sections 5.07 and/or 5.08. The Servicer
shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than
interest on escrowed funds required by law to be paid to the Mortgagor and, to the extent required by law, the Servicer shall pay
interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest paid
thereon is insufficient for such purposes, without any right of reimbursement therefor. The Servicer shall be responsible for
ensuring that the administrator of the Escrow Account complies with all applicable laws, and shall indemnify and hold the Purchaser
harmless with respect to the administration of such Accounts.
Section 5.07 Permitted Withdrawals From Escrow Accounts.
Withdrawals from any Escrow Account may be made by the Servicer only (i) to effect timely payments of ground rents, taxes,
assessments, water rates, hazard insurance premiums, Primary Insurance Policy premiums, if applicable, and comparable items
constituting Escrow Payments for the related Mortgage, (ii) to reimburse the Servicer for any Servicing Advance made by the Servicer
with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan that represent late payments or
collections of Escrow Payments thereunder, (iii) to refund to the Mortgagor any funds as may be determined to be overages, (iv) if
permitted by applicable law, for transfer to the Collection Account in accordance with the terms of this Agreement, (v) for
application to restoration or repair of the Mortgaged Property in accordance with the terms of the related Mortgage Loan, (vi) to pay
to the Servicer, or to the Mortgagor to the extent required by law, any interest paid on the funds deposited in the Escrow Account,
(vii) to reimburse a Mortgagor in connection with the making of the Payoff of the related Mortgage Loan or the termination of all or
part of the escrow requirement in connection with the Mortgage Loan, (viii) to remove any amounts deposited into the Escrow Account
in error; or (ix) to clear and terminate the Escrow Account on the termination of this Agreement.
Section 5.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Insurance Policies; Collections Thereunder.
With respect to each Mortgage Loan, the Servicer shall maintain accurate records reflecting the status of ground rents,
taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of
Primary Insurance Policy premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges, including renewal premiums, and shall effect payment thereof prior to the applicable penalty or termination
date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been estimated and accumulated by the Servicer in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage and applicable law. If a Mortgage does not provide for Escrow Payments, then the Servicer shall
require that any such payments be made by the Mortgagor at the time they first become due. The Servicer assumes full responsibility
for the timely payment of all such bills and shall effect timely payments of all such bills irrespective of the Mortgagor's faithful
performance in the payment of same or the making of the Escrow Payments and shall make advances from its own funds to effect such
payments but shall be entitled to reimbursement thereof in accordance with the terms of this Agreement.
The Servicer shall maintain in full force and effect a Primary Insurance Policy, conforming in all respects to the
description set forth in Section 3.03(29), issued by an insurer described in that Section, with respect to each Mortgage Loan for
which such coverage is required. Such coverage will be maintained in accordance with Acceptable Servicing Procedures and until such
time, if any, as such insurance is required to be released in accordance with the provisions of applicable law including, but not
limited to, the Homeowners Protection Act of 1998. The Servicer shall assure that all premiums due under any Primary Insurance
Policy are paid in a timely manner, but, shall be entitled to reimbursement pursuant to the terms of this Agreement for premiums paid
by the Servicer on behalf of any Mortgagor who is obligated to pay such premiums but fails to do so. The Servicer shall not cancel
or refuse to renew any Primary Insurance Policy in effect on the Funding Date that is required to be kept in force under this
Agreement unless a replacement Primary Insurance Policy for such canceled or nonrenewed policy is obtained from and maintained with a
Qualified Mortgage Insurer . The Servicer shall not take any action which would result in noncoverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Servicer, would have been covered thereunder. In connection with any
assumption or substitution agreement entered into or to be entered into pursuant to Section 7.01, the Servicer shall promptly notify
the insurer under the related Primary Insurance Policy, if any, of such assumption or substitution of liability in accordance with
the terms of such policy and shall take all actions which may be required by such insurer as a condition to the continuation of
coverage under the Primary Insurance Policy. If such Primary Insurance Policy is terminated as a result of such assumption or
substitution of liability, then the Servicer shall obtain, and, except as otherwise provided above, maintain, a replacement Primary
Insurance Policy as provided above.
In connection with its activities as servicer, the Servicer agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the insurer under any Primary Insurance Policy in a timely fashion in accordance with the terms of such policies
and, in this regard, to take such action as shall be necessary to permit recovery under any Primary Insurance Policy respecting a
defaulted Mortgage Loan. Pursuant to Section 5.04, any amounts collected by the Servicer under any Primary Insurance Policy shall be
deposited in the Collection Account, subject to withdrawal in accordance with Section 5.05.
Section 5.09 Transfer of Accounts.
The Servicer may transfer the Collection Account or any Escrow Account to a different depository institution from time to
time; provided that (i) no such transfer shall be made unless all certifications or letter agreements required under Section 5.04
have been executed and delivered by the parties thereto; and (ii) concurrently upon any such transfer, the Servicer shall give
written notice thereof to the Purchaser. Notwithstanding anything to the contrary contained herein, the Collection Account and each
Escrow Account shall at all times constitute Eligible Accounts.
To the extent that at any time the funds in either the Collection Account or the Escrow Account should exceed the FDIC
maximum insurance limit, (the "Excess Amount"), the Servicer shall put such Excess Amounts into Permitted Investments, which funds
shall be brought back into the Collection Account or Escrow Account, as the case may be, for distribution to the Purchaser on the
related Remittance Date.
Section 5.10 Maintenance of Hazard Insurance.
The Servicer shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as is
customary in the area where the Mortgaged Property is located in an amount that is at least equal to the lesser of (a) the maximum
insurable value of the improvements securing such Mortgage Loan and (b) the greater of (1) the Unpaid Principal Balance of such
Mortgage Loan or (2) an amount such that the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the loss payee from
becoming a co-insurer.
If any Mortgaged Property is in an area identified by the Federal Emergency Management Agency as having special flood
hazards and such flood insurance has been made available, then the Servicer will cause to be maintained a flood insurance policy
meeting the requirements of the current guidelines of the National Flood Insurance Program with a generally acceptable insurance
carrier, in an amount representing coverage not less than the lesser of (a) the outstanding principal balance of the related Mortgage
Loan or (b) the maximum amount of insurance which is available under the Flood Disaster Protection Act of 1973, as amended.
The Servicer shall also maintain on each REO Property fire, hazard and liability insurance, and to the extent required and
available under the Flood Disaster Protection Act of 1973, as amended, flood insurance with extended coverage in an amount which is
at least equal to the lesser of (a) the maximum insurable value of the improvements which are a part of such property and (b) the
outstanding principal balance of the related Mortgage Loan at the time it became an REO Property plus accrued interest at the Note
Rate and related Servicing Advances.
All such policies shall be endorsed with standard mortgagee clauses with loss payable to the Servicer, or upon request to the
Purchaser, and shall provide for at least 30 days prior written notice of any cancellation, reduction in the amount of, or material
change in, coverage to the Servicer. The Servicer shall not interfere with the Mortgagor's freedom of choice in selecting either his
insurance carrier or agent, provided that the Servicer shall not accept any such insurance policies from insurance companies unless
such companies (a) currently reflect (1) a general policyholder's rating of B+ or better and a financial size category of III or
better in Best's Key Rating Guide, or (2) a general policyholder's rating of "A" or "A-" or better in Best's Key Rating Guide, and
(b) are licensed to do business in the state wherein the related Mortgaged Property is located. Notwithstanding the foregoing, the
Servicer may accept a policy underwritten by Lloyd's of London or, if it is the only coverage available, coverage under a state's
Fair Access to Insurance Requirement (FAIR) Plan. If a hazard policy becomes in danger of being terminated, or the insurer ceases to
have the ratings noted above, the Servicer shall notify the Purchaser and the related Mortgagor, and shall use its best efforts, as
permitted by applicable law, to obtain from another qualified insurer a replacement hazard insurance policy substantially and
materially similar in all respects to the original policy. In no event, however, shall a Mortgage Loan be without a hazard insurance
policy at any time, subject only to Section 5.11.
Pursuant to Section 5.04, any amounts collected by the Servicer under any such policies other than amounts to be deposited
in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or REO Property, or released to the
Mortgagor in accordance with the Acceptable Servicing Procedures, shall be deposited in the Collection Account within one Business
Day after receipt, subject to withdrawal in accordance with Section 5.05. Any cost incurred by the Servicer in maintaining any such
insurance shall not, for the purpose of calculating remittances to the Purchaser, be added to the unpaid principal balance of the
related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.
It is understood and agreed that no earthquake or other additional insurance need be required by the Servicer of the
Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such additional insurance.
Section 5.11 Maintenance of Mortgage Impairment Insurance Policy .
If the Servicer obtains and maintains a blanket policy issued by an issuer that has a Best's Key rating of A+:V insuring
against hazard losses on all of the Mortgage Loans, then, to the extent such policy provides coverage in an amount equal to the
amount required pursuant to Section 5.10 and otherwise complies with all other requirements of Section 5.10, it shall conclusively be
deemed to have satisfied its obligations as set forth in Section 5.10, it being understood and agreed that such policy may contain a
deductible clause, in which case the Servicer shall, if there shall not have been maintained on the related Mortgaged Property or REO
Property a policy complying with Section 5.10 and there shall have been one or more losses which would have been covered by such
policy, deposit in the Collection Account the amount not otherwise payable under the blanket policy because of such deductible
clause; provided that the Servicer shall not be entitled to obtain reimbursement therefor. In connection with its activities as
servicer of the Mortgage Loans, the Servicer agrees to prepare and present, on behalf of the Purchaser, claims under any such blanket
policy in a timely fashion in accordance with the terms of such policy. Upon request of the Purchaser, the Servicer shall cause to
be delivered to the Purchaser a certified true copy of such policy and a statement from the insurer thereunder that such policy shall
in no event be terminated or materially modified without 30 days' prior written notice to the Purchaser.
Section 5.12 Fidelity Bond; Errors and Omissions Insurance.
The Servicer shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with
broad coverage with responsible companies that would meet the requirements of FNMA and FHLMC on all officers, employees or other
Persons acting in any capacity with regard to the Mortgage Loan to handle funds, money, documents and papers relating to the Mortgage
Loans. The Fidelity Bond and errors and omissions insurance shall be in the form of the "Mortgage Banker's Blanket Bond" and shall
protect and insure the Servicer against losses, including losses arising by virtue of any Mortgage Loan not being satisfied in
accordance with the procedures set forth in Section 7.02 and/or losses resulting from or arising in connection with forgery, theft,
embezzlement, fraud, errors and omissions and negligent acts of or by such Persons. Such Fidelity Bond shall also protect and insure
the Servicer against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and
the release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No
provision of this Section 5.12 requiring the Fidelity Bond and errors and omissions insurance shall diminish or relieve the Servicer
from its duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and insurance policy shall
be at least equal to the corresponding amounts required by FNMA in the FNMA Guide and by FHLMC in the FHLMC Servicing Guide. The
Servicer shall cause to be delivered to the Purchaser on or before the Funding Date: (i) a certified true copy of the Fidelity Bond
and insurance policy; (ii) a written statement from the surety and the insurer that such Fidelity Bond or insurance policy shall in
no event be terminated or materially modified without 30 days prior written notice to the Purchaser; and (iii) written evidence
reasonably satisfactory to the Purchaser that such Fidelity Bond or insurance policy provides that the Purchaser is a beneficiary or
loss payee thereunder.
Section 5.13 Management of REO Properties.
If title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure (each, an "REO Property"), the deed
or certificate of sale shall be taken in the name of the Purchaser or the Person (which may be the Servicer for the benefit of the
Purchaser) designated by the Purchaser, or in the event the Purchaser or such Person is not authorized or permitted to hold title to
real property in the state where the REO Property is located, or would be adversely affected under the "doing business" or tax laws
of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be
consistent with an opinion of counsel obtained by the Servicer from an attorney duly licensed to practice law in the state where the
REO Property is located. The Servicer (acting alone or through a subservicer), on behalf of the Purchaser, shall, subject to
Section 5.01(iii)(c), dispose of any REO Property pursuant to Section 5.14. Unless an appraisal prepared by an MAI Appraiser who is
Independent in accordance with the provisions of 12 C.F.R. 225.65 shall have been obtained in connection with the acquisition of such
REO Property, promptly following any acquisition by the Purchaser (through the Servicer) of an REO Property, the Servicer shall
obtain a narrative appraisal thereof (at the expense of the Purchaser) in order to determine the fair market value of such REO
Property. The Servicer shall promptly notify the Purchaser of the results of such appraisal. The Servicer shall also cause each REO
Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least
as required by Acceptable Servicing Practices thereafter, and Servicer shall be entitled to be reimbursed for expenses in connection
therewith in accordance with this Agreement. The Servicer shall make or cause to be made a written report of each such inspection.
Such reports shall be retained in the Servicer's Mortgage File and copies thereof shall be forwarded by the Servicer to the
Purchaser. The Servicer shall also furnish to the Purchaser the applicable reports required under Section 8.01.
Notwithstanding anything to the contrary contained herein, if a REMIC election has been or is to be made with respect to the
arrangement under which the Mortgage Loans and the REO Properties are held, then the Servicer shall manage, conserve, protect and
operate each REO Property in a manner that does not cause such REO Property to fail to qualify as "foreclosure property" within the
meaning of Section 86OG(a)(8) of the Code or result in the receipt by such REMIC of any "income from non-permitted assets" within the
meaning of Section 86OF(a)(2)(B) or any "net income from foreclosure property" within the meaning of Section 86OG(c)(2) of the Code
(or comparable provisions of any successor or similar legislation).
The Servicer shall deposit and hold all revenues and funds collected and received in connection with the operation of each REO
Property in the Collection Account, and the Servicer shall account separately for revenues and funds received or expended with
respect to each REO Property.
The Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement (and,
in particular, Section 5.01(iii)(c)), to do any and all things in connection with any REO Property as are consistent with the
servicing standards set forth in Section 5.01. In connection therewith, the Servicer shall deposit or cause to be deposited on a
daily basis in the Collection Account all revenues and collections received or collected by it with respect to each REO Property,
including all proceeds of any REO Disposition. Subject to Section 5.15(iv), the Servicer shall withdraw (without duplication) from
the Collection Account, but solely from the revenues and collections received or collected by it with respect to a specific REO
Property, such funds necessary for the proper operation, management and maintenance of such REO Property, including the following:
(1) all insurance premiums due and payable in respect of such REO Property;
(2) all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;
(3) all customary and reasonable costs and expenses necessary to maintain, repair, appraise, evaluate, manage or operate such
REO Property (including the customary and reasonable costs incurred by any "managing agent" retained by the Servicer in
connection with the maintenance, management or operation of such REO Property);
(4) all reasonable costs and expenses of restoration improvements, deferred maintenance and tenant improvements; and
(5) all other reasonable costs and expenses, including reasonable attorneys' fees, that the Servicer may suffer or incur in
connection with its performance of its obligations under this Section (other than costs and expenses that the Servicer is
expressly obligated to bear pursuant to this Agreement).
To the extent that amounts on deposit in the Collection Account are insufficient for the purposes set forth in clauses (1) through
(5) above, the Servicer shall, subject to Section 6.04, advance the amount of funds required to cover the shortfall with respect
thereto. The Servicer shall promptly notify the Purchaser in writing of any failure by the Servicer to make a Servicing Advance of
the type specified in clauses (1) or () above (irrespective of whether such Servicing Advance is claimed to be non-recoverable by the
Servicer pursuant to Section 6.04).
Following the consummation of an REO Disposition, the Servicer shall remit to the Purchaser, in accordance with Section 6.01, any
proceeds from such REO Disposition in the Collection Account following the payment of all expenses and Servicing Advances relating to
the subject REO Property.
Section 5.14 Sale of Specially Serviced Mortgage Loans and REO Properties.
Subject to Section 5.01 (and, specifically, Section 5.01(3)(c)) and Section 5.15, the Servicer shall offer to sell any REO Property
no later than the time determined by the Servicer to be sufficient to result in the sale of such REO Property on or prior to the
purchase date specified in Section 5.15(3). In accordance with the servicing standards set forth in Section 5.01, the Servicer shall
solicit bids and offers from Persons for the purchase of any Specially Serviced Mortgage Loan or REO Property and, upon receipt
thereof, promptly (but in any event within 3 Business Days) present such bids and offers to the Purchaser. The Servicer shall not
accept any bid or offer for any Specially Serviced Mortgage Loan or REO Property except in compliance with Section 5.01(3(c). The
Purchaser may reject any bid or offer if the Purchaser determines the rejection of such bid or offer would be in the best interests
of the Purchaser. If the Purchaser rejects any bid or offer, the Servicer shall, if appropriate, seek an extension of the 2 year
period referred to in Section 5.15.
Subject to Section 5.01 (and, specifically, Section 5.01(3)(c)) and Section 5.15, the Servicer shall act on behalf of the Purchaser
in negotiating and taking any other action necessary or appropriate in connection with the sale of any Specially Serviced Mortgage
Loan or REO Property, including the collection of all amounts payable in connection therewith. The terms of sale of any Specially
Serviced Mortgage Loan or REO Property shall be in the sole discretion of the Purchaser. Any sale of a Specially Serviced Mortgage
Loan or any REO Disposition shall be without recourse to, or representation or warranty by, the Purchaser or the Servicer, and, if
consummated in accordance with the terms of this Agreement, then the Servicer shall have no liability to the Purchaser with respect
to the purchase price therefor accepted by the Purchaser. The proceeds of any sale after deduction of the expenses of such sale
incurred in connection therewith shall be promptly deposited in (a) if such sale is an REO Disposition, in the Collection Account in
accordance with Section 5.13 and (b) in any other circumstance, the Collection Account in accordance with Section 5.04.
Section 5.15 Realization Upon Specially Serviced Mortgage Loans and REO Properties.
(1) Subject to Section 5.01(iii)(c), the Servicer shall foreclose upon or otherwise comparably convert the ownership of
properties securing such of the Specially Serviced Mortgage Loans as come into and continue in default and as to which (a) in the
reasonable judgment of the Servicer, no satisfactory arrangements can, in accordance with Acceptable Servicing Procedures, be made
for collection of delinquent payments pursuant to Section 5.01 and (b) such foreclosure or other conversion is otherwise in
accordance with Section 5.01. The Servicer shall not be required to expend its own funds in connection with any foreclosure or
towards the restoration, repair, protection or maintenance of any property unless it shall determine that such expenses will be
recoverable to it as Servicing Advances either through Liquidation Proceeds or through Insurance Proceeds (in accordance with Section
5.05) or from any other source relating to the Specially Serviced Mortgage Loan(including REO Disposition Proceeds). The Servicer
shall be required to advance funds for all other costs and expenses incurred by it in any such foreclosure proceedings; provided that
it shall be entitled to reimbursement thereof from the proceeds of liquidation of the related Mortgaged Property, as contemplated by
Section 5.05.
(2) Upon any Mortgaged Property becoming an REO Property, the Servicer shall promptly notify the Purchaser thereof, specifying
the date on which such Mortgaged Property became an REO Property. Pursuant to its efforts to sell such REO Property, the Servicer
shall, either itself or through an agent selected by it, protect and conserve such REO Property in accordance with the servicing
standards set forth in Section 5.01 and may, subject to Section 5.01(3)(c) and incident to its conservation and protection of the
interests of the Purchaser, rent the same, or any part thereof, for the period to the sale of such REO Property.
(3) Notwithstanding anything to the contrary contained herein, the Purchaser shall not, and the Servicer shall not on the
Purchaser's behalf, acquire any real property (or personal property incident to such real property) except in connection with a
default or a default that is imminent on a Mortgage Loan. If the Purchaser acquires any real property (or personal property incident
to such real property) in connection with such a default, then such property shall be disposed of by the Servicer in accordance with
this Section and Section 5.14 as soon as possible but in no event later than 2 years after its acquisition by the Servicer on behalf
of the Purchaser, unless the Servicer obtains, at the expense of the Purchaser, in a timely fashion an extension from the Internal
Revenue Service for an additional specified period.
(4) Any recommendation of the Servicer to foreclose on a defaulted Mortgage Loan shall be subject to a determination by the
Servicer that the proceeds of such foreclosure would exceed the costs and expenses of bringing such a proceeding. The income earned
from the management of any REO Property, net of reimbursement to the Servicer for Servicing Advances and fees for work-out
compensation in accordance with the FHLMC Servicing Guide, incurred with respect to such REO Property under Section 5.13, shall be
applied to the payment of the costs and expenses set forth in Section 5.13(iv), with any remaining amounts to be promptly deposited
in the Collection Account in accordance with Section 5.13.
(5) If, in the exercise of its servicing obligations with respect to any Mortgaged Property hereunder, the Servicer deems it is
necessary or advisable to obtain an Environmental Assessment, then the Servicer shall so obtain an Environmental Assessment, it being
understood that all reasonable costs and expenses incurred by the Servicer in connection with any such Environmental Assessment
(including the cost thereof) shall be deemed to be Servicing Advances recoverable by the Servicer pursuant to Section 5.13(4). Such
Environmental Assessment shall (a) assess whether (1) such Mortgaged Property is in material violation of applicable Environmental
Laws or (2) after consultation with an environmental expert, taking the actions necessary to comply with applicable Environmental
Laws is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions, and (b) identify
whether (1) any circumstances are present at such Mortgaged Property relating to the use, management or disposal of any hazardous
materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal,
state or local law or regulation, or (2) if such circumstances exist, after consultation with an environmental expert, taking such
actions is reasonably likely to produce a greater recovery on a present value basis than not taking such actions. (The conditions
described in the immediately preceding clauses (a) and (b) shall be referred to herein as "Environmental Conditions Precedent to
Foreclosure.") If any such Environmental Assessment so warrants, the Servicer is hereby authorized to and shall perform such
additional environmental testing as it deems necessary and prudent to establish the satisfaction of the foregoing Environmental
Conditions Precedent to Foreclosure or to proceed in accordance with Subsection (6) or (7), as the case may be, below (such
additional testing thereafter being included in the term "Environmental Assessment").
(6) If an Environmental Assessment deemed necessary or advisable by the Servicer in accordance with Subsection 5 of this Section
5.15 establishes that any of the Environmental Conditions Precedent to Foreclosure is not satisfied with respect to any Mortgaged
Property, but the Servicer in good faith reasonably believes that it is in the best economic interest of the Purchaser to proceed
against such Mortgaged Property and, if title thereto is acquired, to take such remedial, corrective or other action with respect to
the unsatisfied condition or conditions as may be prescribed by applicable law to satisfy such condition or conditions, then the
Servicer shall so notify the Purchaser. If, pursuant to Section 5.01(iii)(c), the Purchaser has notified the Servicer in writing to
proceed against such Mortgaged Property, then the Servicer shall so proceed. The cost of any remedial, corrective or other action
contemplated by the preceding sentence in respect of any of the Environmental Conditions Precedent to Foreclosure that is not
satisfied shall not be an expense of the Servicer and the Servicer shall not be required to expend or risk its own funds or otherwise
incur any financial liability in connection with any such action.
(7) If an Environmental Assessment deemed necessary or advisable by the Servicer in accordance with Subsection 5 of this Section
5.15 establishes that any of the Environmental Conditions Precedent to Foreclosure is not satisfied with respect to any Mortgaged
Property and, in accordance with Section 5.01(3)(c), the Purchaser elects or is deemed to have elected not to proceed against such
Mortgaged Property, then the Servicer shall, subject to Section 5.01(3)(c), take such action as Purchaser and Servicer shall agree
upon. .
(8) Prior to the Servicer taking any action with respect to the use, management or disposal of any hazardous materials on any
Mortgaged Property, the Servicer shall request the approval of the Purchaser in accordance with Section 5.01(3(c) and, if such action
is approved by the Purchaser, (a) keep the Purchaser apprised of the progress of such action; and (b) take such action in compliance
with all applicable Environmental Laws.
Section 5.16 Investment of Funds in the Collection Account.
The Servicer may direct any depository institution which holds a Collection Account to invest the funds in the Collection Account in
one or more Permitted Investments bearing interest. All such Permitted Investments shall be held to maturity, unless payable on
demand. In the event amounts on deposit in the Collection Account are at any time invested in a Permitted Investment payable on
demand, the Servicer shall:
(a) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such
Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable
thereunder and (2) the amount required to be withdrawn on such date; and
(b) demand payment of all amounts due thereunder promptly upon determination by the Servicer or notice from the Purchaser
that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the
Collection Account.
All income and gain realized from investment of funds deposited in the Collection Account shall be for the benefit of the Servicer
and shall be subject to its withdrawal in accordance with Section 5.05. The Servicer shall deposit in the Collection Account the
amount of any loss incurred in respect of any Permitted Investment immediately upon realization of such loss.
ARTICLE V: REPORTS; REMITTANCES; ADVANCES
Section 6.01 Remittances.
(1) On each Remittance Date, the Servicer shall remit to the Purchaser (a) all amounts credited to the Collection Account as of the close of
business on the preceding Determination Date (including (1) the amount of any Payoff, together with interest thereon at the related
Remittance Rate to the end of the month in which prepayment of the related Mortgage Loan occurs and (2) all proceeds of any REO
Disposition net of amounts payable to the Servicer pursuant to Section 5.13), net of charges against or withdrawals from the
Collection Account in accordance with Section 5.05, which charges against or withdrawals from the Collection Account the Servicer
shall make solely on such Remittance Date, plus (b) all Monthly Advances, if any, which the Servicer is obligated to remit pursuant
to Section 6.03; provided that the Servicer shall not be required to remit, until the next following Remittance Date, Prepaid Monthly
Payments and minus principal prepayments received after the last calendar day of the month preceding the Remittance Date. any amounts
attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the preceding Determination Date.
(2) All remittances made to the Purchaser on each Remittance Date will be made to the Purchaser or Purchaser's designee by wire transfer of
immediately available funds accordingly to the instructions that will be provided by Purchaser to the Servicer.
(3) With respect to any remittance received by the Purchaser after the Business Day on which such payment was due, the Servicer shall pay
to the Purchaser interest on any such late payment at an annual rate equal to the rate of interest as is publicly announced from time
to time by Citibank, N.A., New York, New York, as its prime lending rate, adjusted as of the date of each change, plus two percentage
points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall be paid by the Servicer to
the Purchaser on the date such late payment is made and shall cover the period commencing with the Business Day on which such payment
was due and ending with the Business Day on which such payment is made, both inclusive. Such interest shall be remitted along with
such late payment. Neither the payment by the Servicer nor the acceptance by the Purchaser of any such interest shall be deemed an
extension of time for payment or a waiver by the Purchaser of any Event of Default.
Section 6.02 Reporting.
On or before the 5th calendar day (or, if such day is not a Business Day, on the immediately succeeding Business Day) of
each month during the term hereof, the Servicer shall deliver to the Purchaser monthly accounting reports in the form of Exhibits
6.02(a) through 6.02(g) attached hereto with respect to the most recently ended Monthly Period and the 6.02 (b) will be given in
electronic form.. . The Purchaser may assess penalty fees in accordance with The FNMA Guidefor late or incorrect reporting.
The Servicer shall provide the Purchaser with such information concerning the Mortgage Loans as is necessary for the
Purchaser to prepare its federal income tax return as the Purchaser may reasonably request from time to time.
Section 6.03 Monthly Advances by the Servicer.
(1) Not later than the close of business on the Business Day immediately preceding each Remittance Date, the Servicer shall
deposit in the Collection Account an amount equal to all Monthly Payments not previously advanced by the Servicer (with interest
adjusted to the Remittance Rate) that were due on a Mortgage Loan and delinquent at the close of business on the related
Determination Date. The Servicer may reduce the total amount to be deposited in the Collection Account as required by the foregoing
sentence by the amount of funds in the Collection Account which represent Prepaid Monthly Payments.
(2) The Servicer's obligations to make Monthly Advances as to any Mortgage Loan will continue through the last Monthly Payment
due prior to the payment in full of the Mortgage Loan, or through the Remittance Date prior to the Remittance Date for the remittance
of all Liquidation Proceeds and other payments or recoveries (including Insurance Proceeds or Condemnation Proceeds) with respect to
the Mortgage Loan; provided that such obligation shall cease if the Servicer furnishes to the Purchaser an Officers' Certificate
evidencing the determination by the Servicer in accordance with Section 6.04 that advances with respect to such Mortgage Loan are
non-recoverable.
Section 6.04 Non-recoverable Advances.
The determination by the Servicer that any Monthly Advance or Servicing Advance, if made, would constitute a non-recoverable
advance shall be evidenced by an Officers' Certificate delivered to the Purchaser detailing the reasons for such determination, with
copies of a relevant appraisal by an MAI Appraiser who is Independent and, if such reports are to be used to determine that any
Monthly Advance or Servicing Advance would be a non-recoverable advance, all engineers' reports, environmental reports or other
information relevant thereto that support such determination. Such Officers' Certificate shall set forth the Servicer's
considerations in reaching its conclusion that such advance is non-recoverable, and such conclusion shall be based upon, in addition
to the above-described appraisal and reports, income and expense statements, rent rolls, occupancy, property inspections, servicer
inquiries and other information of similar nature that support the Servicer's conclusion that such advance is non-recoverable. The
Purchaser shall have a period of 45 days following the later of (i) the receipt by the Purchaser of such Officers' Certificate and
all documentation supplied by the Servicer relating thereto and (ii) the receipt by the Purchaser of such other related documentation
or information as shall have been reasonably requested by the Purchaser within 30 days following the delivery of such Officers'
Certificate, to approve, by the exercise by the Purchaser of its reasonable credit judgment, the subject Monthly Advance or Servicing
Advance as a non-recoverable advance. Only if the Purchaser has so approved any Monthly Advance or Servicing Advance as
non-recoverable shall the Servicer be entitled to reimbursement for such non-recoverable advance (solely to the extent made) as
provided in Section 5.05 or Section 5.13, as applicable. The Servicer shall also deliver to the Purchaser from time to time upon
request copies of any appraisals and other reports or information of the type described in this Section 6.04 that it possesses
relative to any Mortgaged Property.
Section 6.05 Itemization of Servicing Advances.
The Servicer shall provide the Purchaser with an itemization of all Servicing Advances incurred or made by the Servicer hereunder not
less than quarterly and at such other times as the Purchaser may from time to time reasonably request.
ARTICLE VI: GENERAL SERVICING PROCEDURE
Section 7.01 Enforcement of Due-on-Sale Clauses, Assumption Agreements.
(1) The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of the
Mortgaged Property (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain
liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under any
"due-on-sale" clause applicable thereto; provided that the Servicer shall not exercise any such rights if prohibited by law from
doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Insurance
Policy, if any.
(2) If the Servicer is prohibited from enforcing such "due-on-sale" clause, then the Servicer will enter into an assumption
agreement with the Person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed, pursuant to which such
Person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable
thereon. (For purposes of this Section 7.01, the term "assumption" is deemed to also include a sale of the Mortgaged Property
subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.) If any Mortgage Loan is to
be assumed, then the Servicer shall inquire into the creditworthiness of the proposed transferee and shall use the same Cendant
Mortgage underwriting criteria for approving the credit of the proposed transferee that are used with respect to underwriting
mortgage loans of the same type as the Mortgage Loans. Where an assumption is allowed, the Servicer, with the prior written consent
of the primary mortgage insurer, if any, and subject to the conditions of Section 7.01(iii), shall, and is hereby authorized to,
enter into a substitution of liability agreement with the Person to whom the Mortgaged Property is proposed to be conveyed pursuant
to which the original mortgagor is released from liability and such Person is substituted as mortgagor and becomes liable under the
related Mortgage Note. Any such substitution of liability agreement shall be in lieu of an assumption agreement. In no event shall
the Note Rate, the amount of the Monthly Payment or the final maturity date be changed. The Servicer shall notify the Purchaser that
any such substitution of liability or assumption agreement has been completed by forwarding to the Purchaser the original of any such
substitution of liability or assumption agreement, which document shall be added to the related Purchaser's Mortgage File and shall,
for all purposes, be considered a part of such Purchaser's Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. Any fee collected by the Servicer for entering into an assumption or substitution of liability
agreement shall be retained by the Servicer as additional compensation for servicing the Mortgage Loans.
(3) If the credit of the proposed transferee does not meet such underwriting criteria, then the Servicer shall, to the extent
permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Mortgage Loan.
Section 7.02 Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, the Servicer will immediately notify the Purchaser by a certification of a
Servicing Officer, which certification shall include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Collection Account pursuant to Section 5.04 have been or will
be so deposited and shall request delivery to it of the Purchaser's Mortgage File held by the Purchaser or its designee. Upon
receipt of such certification and request, the Purchaser shall promptly release the related mortgage documents to the Servicer and
the Servicer shall promptly prepare and process any satisfaction or release. No expense incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.
If the Servicer satisfies or releases a Mortgage without having obtained payment in full of the indebtedness secured by the
Mortgage, or should it otherwise take such action which results in a reduction of the coverage under the Primary Insurance Policy, if
any, then the Servicer shall promptly give written notice thereof to the Purchaser, and, within 10 Business Days following written
demand therefor from the Purchaser to the Servicer, the Servicer shall repurchase the related Mortgage Loan by paying to the
Purchaser the Repurchase Price therefor by wire transfer of immediately available funds directly to the Purchaser's Account.
From time to time and as appropriate for the servicing or foreclosure of the Mortgage Loan, including for this purpose
collection under any Primary Insurance Policy, the Purchaser or Purchaser's designee shall, upon request of the Servicer and delivery
to the Purchaser of a servicing receipt signed by a Servicing Officer, release the Mortgage File held by the Purchaser to the
Servicer. Such servicing receipt shall obligate the Servicer to return the related Mortgage Loan documents to the Purchaser when the
need therefor by the Servicer no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to
the Mortgage Loan have been deposited in the Collection Account or the Mortgage File or such document has been delivered to an
attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or
other proceedings for the foreclosure of the Mortgaged Property either judicially or nonjudicially, and the Servicer has delivered to
the Purchaser a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File
or such document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer
stating that such Mortgage Loan was liquidated and the Liquidation Proceeds were deposited in the Collection Account, the servicing
receipt shall be released by the Purchaser to the Servicer.
Section 7.03 Servicing Compensation.
As compensation for its services hereunder, the Servicer shall be entitled to retain from interest payments actually
collected on the Mortgage Loans the amounts provided for as the Servicing Fee. The Servicing Fee in respect of a Mortgage Loan for a
particular month shall become payable only upon the receipt by the Servicer from the Mortgagor of the full Monthly Payment in respect
of such Mortgage Loan. Additional servicing compensation in the form of assumption fees, as provided in Section 7.01, late payment
charges and other servicer compensation for modifications, short sales, and other services not to exceed those fees described in the
FHLMC Servicing Guide shall be retained by the Servicer to the extent not required to be deposited in the Collection Account. The
Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be
entitled to reimbursement therefor except as specifically provided for herein.
Section 7.04 Annual Statement as to Compliance.
The Servicer will deliver to the Purchaser on or before March 31 of each year, beginning with March 31, 2002, an Officers'
Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under
this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this
Agreement and (iii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations
under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each
such default known to such officers and the nature and status thereof.
Section 7.05 Annual Independent Certified Public Accountants' Servicing Report.
On or before March 31 of each year beginning March 31, 2002, the Servicer at its expense shall cause a firm of independent
public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to the
Purchaser to the effect that such firm has examined certain documents and records relating to the servicing of the mortgage loans
generally that include a sampling of the Mortgage Loans, the provisions of Article VI have been complied with and, on the basis of
such an examination conducted substantially in accordance with the Uniform Single Attestation Program for Mortgage Bankers, such
servicing has been conducted in compliance with this Agreement, except for (i) such exceptions as such firm shall believe to be
immaterial, and (ii) such other exceptions as shall be set forth in such statement.
Section 7.06 Purchaser's Right to Examine Servicer Records.
The Purchaser shall have the right to examine and audit, during business hours or at such other times as are reasonable
under applicable circumstances, upon five days advance notice any and all of (i) the credit and other loan files relating to the
Mortgage Loans or the Mortgagors, (ii) any and all books, records, documentation or other information of the Servicer (whether held
by the Servicer or by another) relating to the servicing of the Mortgage Loans and (iii) any and all books, records, documentation or
other information of the Servicer (whether held by the Servicer or by another) that are relevant to the performance or observance by
the Servicer of the terms, covenants or conditions of this Agreement. The Servicer shall be obligated to make the foregoing
information available to the Purchaser at the site where such information is stored; provided that the Purchaser shall be required to
pay all reasonable costs and expenses incurred by the Servicer in making such information available.
ARTICLE VIII REPORTS TO BE PREPARED BY THE SERVICER
Section 8.01 The Servicer's Reporting Requirements.
Electronic Format. If requested by the Purchaser or its designee, the Servicer shall supply any and all information regarding the
Mortgage Loans and the REO Properties, including all reports required to be delivered pursuant to Section 5.03, Section 6.02 and
this Section 8.01, to the Purchaser in electronic format reasonably acceptable to Purchaser.
REO Property Reports. On or before the 3rd Business Day preceding each Determination Date, the Servicer shall deliver to the
Purchaser a report, in form acceptable to Purchaser, describing in reasonable detail the Servicer's efforts in connection with the
sale of each REO Property and setting forth all operating income (including rental income) and operating expenses pertaining to each
REO Property for the previous month, together with rent rolls, operating statements, and such other information as is referenced on
such report pertaining to the REO Property.
Additional Reports; Further Assurances. On or before the 3rd Business Day preceding each Determination Date, the Servicer shall
deliver to the Purchaser (i) a report, acceptable to the Purchaser, describing in reasonable detail all Mortgage Loans that are 90
days or more delinquent and the Servicer's activities in connection with such delinquencies and (ii) a report (substantially in the
form of Exhibit 8.01 attached hereto) with respect to delinquent Mortgage Loans. Utilizing resources reasonably available to the
Servicer without incurring any cost except the Servicer's overhead and employees' salaries, the Servicer shall furnish to the
Purchaser during the term of this Agreement such periodic, special or other reports, information or documentation, whether or not
provided for herein, as shall be reasonably requested by the Purchaser with respect to Mortgage Loans or REO Properties (provided the
Purchaser shall have given the Servicer reasonable notice and opportunity to prepare such reports, information or documentation),
including any reports, information or documentation reasonably required to comply with any regulations of any governmental agency or
body having jurisdiction over the Purchaser, all such reports or information to be as provided by and in accordance with such
applicable instructions and directions as the Purchaser may reasonably request. If any of such reports are not customarily prepared
by the Servicer or require that the Servicer program data processing systems to create the reports, then the Purchaser shall pay to
the Servicer a fee mutually agreed to by the Purchaser and the Servicer taking into account the Servicer's actual time and cost in
preparing such reports. The Servicer agrees to execute and deliver all such instruments and take all such action as the Purchaser,
from time to time, may reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement.
Section 8.02 Financial Statements.
The Servicer understands that, in connection with marketing the Mortgage Loans, the Purchaser may make available to any
prospective purchaser of the Mortgage Loans the Servicer's audited financial statements for its fiscal year 1999 and its audited
financial statements for fiscal year 2000, together with any additional statements provided pursuant to the next sentence. During
the term hereof, the Servicer will deliver to the Purchaser audited financial statements for each of its fiscal years following the
Funding Date and all other financial statements prepared following the Funding Date to the extent any such statements are available
upon request to the public at large.
The Servicer also agrees to make available upon reasonable notice and during normal business hours to any prospective
purchasers of the Mortgage Loans a knowledgeable financial or accounting officer for the purpose of answering questions respecting
recent developments affecting the Servicer or the financial statements of the Servicer which may affect, in any material respect, the
Servicer's ability to comply with its obligations under this Agreement, and to permit any prospective purchasers upon reasonable
notice and during normal business hours to inspect the Servicer's servicing facilities for the purpose of satisfying such prospective
purchasers that the Servicer has the ability to service the Mortgage Loans in accordance with this Agreement.
ARTICLEIX: THE SELLERS
Section 9.01 Indemnification; Third Party Claims.
Each Seller shall indemnify and hold harmless the Purchaser, its directors, officers, agents, employees, and assignees
(each, an "Indemnified Party") from and against any costs, damages, expenses (including reasonable attorneys' fees and costs,
irrespective of whether or not incurred in connection with the defense of any actual or threatened action, proceeding, or claim),
fines, forfeitures, injuries, liabilities or losses ("Losses") suffered or sustained in any way by any such Person, no matter how or
when arising (including Losses incurred or sustained in connection with any judgment, award, or settlement), in connection with or
relating to (i) a breach by such Seller of any of its representations and warranties contained in Article III or (ii) a breach by
such Seller of any of its covenants and other obligations contained herein including any failure to service the Mortgage Loans in
compliance with the terms hereof. The applicable Seller shall immediately (i) notify the Purchaser if a claim is made by a third
party with respect to this Agreement, any Mortgage Loan and/or any REO Property (ii) assume the defense of any such claim and pay all
expenses in connection therewith, including attorneys' fees, and (iii) promptly pay, discharge and satisfy any judgment, award, or
decree that may be entered against it or the Indemnified Party in respect of such claim. Nothing contained herein shall prohibit the
Indemnified Party, at its expense, from retaining its own counsel to assist in any such proceedings or to observe such proceedings;
provided that neither Seller shall be obligated to pay or comply with any settlement to which it has not consented. All amounts
required to be paid or reimbursed by a Seller hereunder shall be paid or reimbursed as and when incurred by the Indemnified Party
upon demand therefor by such Indemnified Party.
Section 9.02 Merger or Consolidation of the Seller.
Each Seller will keep in full effect its existence, rights and franchises as a corporation or a Delaware business trust, as
applicable, under the laws of the state of its organization and will obtain and preserve its qualification to do business as a
foreign entity in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability
of this Agreement or any of the Mortgage Loans and to perform its duties under this Agreement.
Any Person into which a Seller may be merged or consolidated, or any corporation resulting from any merger, conversion or
consolidation (including by means of the sale of all or substantially all of such Seller's assets to such Person) to which the Seller
shall be a party, or any Person succeeding to the business of the Seller, shall be the successor of the Seller hereunder, without the
execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided that, unless otherwise consented to by the Purchaser, the successor or surviving Person, in the case of a
merger or consolidation, etc. of the Servicer, shall be an institution qualified to service mortgage loans on behalf of FNMA and
FHLMC in accordance with the requirements of Section 3.02(1), shall not cause a rating on any security backed by a Mortgage Loan to
be downgraded and shall satisfy the requirements of Section 12.01 with respect to the qualifications of a successor to such Seller.
Section 9.03 Limitation on Liability of the Sellers and Others.
Neither the Sellers nor any of the officers, employees or agents of the Sellers shall be under any liability to the
Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement or pursuant
to the express written instructions of the Purchaser, or for errors in judgment made in good faith; provided that this provision
shall not protect the Sellers or any such Person against any breach of warranties or representations made herein, or failure to
perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability which would otherwise
be imposed by reasons of willful misfeasance, bad faith, negligence or any breach in the performance of the obligations and duties
hereunder. The Sellers and any officer, employee or agent of the Sellers may rely in good faith on any document of any kind
reasonably believed by the Sellers or such Person to be genuine and prima facie properly executed and submitted by any Person
respecting any matters arising hereunder.
The Sellers shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to their
duties hereunder and which in their opinion may involve them in any expense or liability; provided that the Sellers may with the
written consent of Purchaser undertake any such action that it may deem necessary or desirable in respect of this Agreement and the
rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities for which the Sellers shall notify the Purchaser and the Purchaser shall either
(1) authorize the removal of the expenses by the Seller from the Collection Account or (2) Remit the requested expenses to the
Seller .
Section 9.04 Servicer Not to Resign.
With respect to the retention by Cendant Mortgage of the servicing of the Mortgage Loans and the REO Properties hereunder,
Cendant Mortgage acknowledges that the Purchaser has acted in reliance upon Cendant Mortgage's Independent status, the adequacy of
its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the
continuance thereof. Consequently, Cendant Mortgage shall not assign the servicing rights retained by it hereunder to any third
party nor resign from the obligations and duties hereby imposed on it except (i) with the approval of the Purchaser, such approval
not to be unreasonably withheld, or (ii) 30 Business Days following any determination that its duties hereunder are no longer
permissible under applicable law and such incapacity cannot be cured by Cendant Mortgage. Any determination permitting the transfer
of the servicing rights or the resignation of Cendant Mortgage under Subsection (ii) hereof shall be evidenced by an opinion of
counsel to such effect delivered to the Purchaser, which opinion of counsel shall be in form and substance reasonably acceptable to
the Purchaser.
ARTICLEX: DEFAULT
Section 10.01 Events of Default.
In case one or more of the following events shall occur and be continuing:
(1) any failure by the Servicer to remit to the Purchaser any payment required to be made under the terms of this Agreement
which continues unremedied for a period of 3 Business Days unless such failure to remit is due to a cause beyond the Servicer's
control, including an act of God, act of civil, military or governmental authority, fire, epidemic, flood, blizzard, earthquake,
riot, war, or sabotage, provided that the Servicer gives the Purchaser notice of such cause promptly and uses commercially
reasonable efforts to correct such failure to remit and does so remit within 2 Business Days following the end of the duration
of the cause of such failure to remit; or
(2) any failure on the part of a Seller/Servicer duly to observe or perform in any material respect any of the covenants or
agreements on the part of such Seller/Servicer set forth in this Agreement which continues unremedied for a period of 45 days
after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the
applicable Seller/Servicer by the Purchaser; provided that such 45-day period shall not begin with respect to any failure to
cure or repurchase in accordance with Sections 2.04 and/or 3.04 until the expiration of the cure periods provided for in
Sections 2.04 and/or 3.04, as applicable;
(3) any filing of an Insolvency Proceeding by or on behalf of a Seller/Servicer, any consent by or on behalf of a
Seller/Servicer to the filing of an Insolvency Proceeding against a Seller/Servicer, or any admission by or on behalf of a
Seller/Servicer of its inability to pay its debts generally as the same become due;
(4) any filing of an Insolvency Proceeding against a Seller/Servicer that remains undismissed or unstayed for a period of 60
days after the filing thereof;
(5) any issuance of any attachment or execution against, or any appointment of a conservator, receiver or liquidator with
respect to, all or substantially all of the assets of a Seller/Servicer;
(6) any failure or inability of Cendant Mortgage to be eligible to service Mortgage Loans for FNMA or FHLMC;
(7) any sale, transfer, assignment, or other disposition by a Seller/Servicer of all or substantially all of its property or
assets to a Person who does not meet the qualifications enumerated or incorporated by reference into Section 9.02, any
assignment by a Seller/Servicer of this Agreement or any of a Seller's/Servicer's rights or obligations hereunder except in
accordance with Section 9.04, or any action taken or omitted to be taken by a Seller/Servicer in contemplation or in furtherance
of any of the foregoing, without the consent of the Purchaser;
then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice in
writing to the Sellers may, in addition to whatever rights the Purchaser may have at law or in equity to damages, including
injunctive relief and specific performance, terminate all the rights and obligations of the Sellers and The Servicer under this
Agreement and in and to the Mortgage Loans(including the Servicing rights thereon) and the proceeds thereof subject to Section 12.01,
without the Purchaser's incurring any penalty or fee of any kind whatsoever in connection therewith; provided that, upon the
occurrence of an Event of Default under Subsection (3), (4) or (5) of this Section 10.01, this Agreement and all authority and power
of the Sellers hereunder (whether with respect to the Mortgage Loans, the REO Properties or otherwise) shall automatically cease. On
or after the receipt by the Sellers of such written notice, all authority and power of the Sellers under this Agreement (whether with
respect to the Mortgage Loans or otherwise) shall cease.
ARTICLEXI: TERMINATION
Section 11.01 Term and Termination.
(1) The servicing obligations of the Servicer under this Agreement may be terminated as provided in Section 10.01 hereof.
(2) In any case other than as provided under Subsection (1) hereof, the respective obligations and responsibilities of the Sellers
and Servicer hereunder shall terminate upon: (a) the later of the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan or the disposition of all REO Property and the remittance of all funds due hereunder; or (b) the
mutual written consent of the Sellers and the Purchaser.
(3) Upon any termination of this Agreement or the servicing obligations of the Servicer hereunder, then the Servicer shall prepare,
execute and deliver all agreements, documents and instruments, including all Mortgage Files, and do or accomplish all other acts or
things necessary or appropriate to effect such termination, all at the Servicer's sole expense. In any such event, the Servicer
agrees to cooperate with the Purchaser in effecting the termination of the Servicer's servicing responsibilities hereunder, including
the transfer to the Purchaser or its designee for administration by it of all cash amounts which shall at the time be contained in,
or credited by the Servicer to, the Collection Account and/or the Escrow Account or thereafter received with respect to any Mortgage
Loan or REO Property.
Section 11.02 Termination without Cause
In the event that any Mortgage Loans become delinquent in their payment obligations, and the Purchaser has no disposition
option other than to sell such non-performing Mortgage Loans to a third party purchaser on a servicing released basis, then Seller
agrees to act in the following manner: (i) either allow the servicing function on such non-performing Mortgage Loans to be released
to the Purchaser's third party purchaser; or (ii) purchase the non-performing Mortgage Loans from the Purchaser under the same price
and terms which the Purchaser's third party purchaser would have purchased such non-performing Mortgage Loans.
Section 11.03 Survival.
Notwithstanding anything to the contrary contained herein, the representations and warranties of the parties contained
herein and in any certificate or other instrument delivered pursuant hereto, as well as the other covenants hereof (including those
set forth in Section 9.01) , shall survive the termination of this Agreement and shall inure to the benefit of the parties, their
successors and assigns. Sellers further agree that the representations, warranties and covenants made by Sellers herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be relied upon by Purchaser notwithstanding any
investigation heretofore made by Purchaser or on Purchaser's behalf.
ARTICLE VIIII: GENERAL PROVISIONS
Section 12.01 Successor to the Servicer.
Upon the termination of the Servicer's servicing responsibilities and duties under this Agreement pursuant to Section 9.04,
10.01, or 11.01, the Purchaser shall (i) succeed to and assume all of the Servicer's responsibilities, rights, duties and obligations
under this Agreement or (ii) appoint a successor servicer which shall succeed to all rights and assume all of the responsibilities,
duties and liabilities of the Servicer under this Agreement prior to the termination of the Servicer's responsibilities, duties and
liabilities under this Agreement. If the Servicer's duties, responsibilities and liabilities under this Agreement should be
terminated pursuant to the aforementioned sections, then the Servicer shall continue to discharge such duties and responsibilities
during the period from the date it acquires knowledge of such termination until the effective date thereof (if applicable) all on the
terms and conditions contained herein and shall take no action whatsoever that might impair or prejudice the rights or financial
condition of its successor. The termination of the Servicer's servicing responsibilities pursuant to any of the aforementioned
Sections shall not, among other things, relieve the Servicer of its obligations pursuant to Section 2.04 and/or 7.02, the
representations and warranties or other obligations set forth in Sections 2.04, 3.01, 3.02 and 3.03 and the remedies available to the
Purchaser under the various provisions of this Agreement. In addition, such termination shall not affect any claims that the
Purchaser may have against the Servicer arising prior to any such termination.
Section 12.02 Governing Law.
This Agreement is to be governed by, and construed in accordance with the internal laws of the State of New York without
giving effect to principals of conflicts of laws. The obligations, rights, and remedies of the parties hereunder shall be determined
in accordance with such laws.
Section 12.03 Notices.
Any notices or other communications permitted or required hereunder shall be in writing and shall be deemed conclusively to
have been given if personally delivered, sent by courier with delivery against signature therefor, mailed by registered mail, postage
prepaid, and return receipt requested or transmitted by telex, telegraph or telecopier and confirmed by a similar writing mailed or
sent by courier as provided above, to (i) in the case of the Purchaser, EMC Mortgage Corporation; MacArthur Ridge II, 909 Hidden
Ridge Drive, Suite 200, Irving, TX75038, Attention: Ed Raice with copy to Bear Stearns 245 Park Avenue, New York, NY10167 Attention
Legal Department, or such other address as may hereafter be furnished to the Seller in writing by the Purchaser, (ii) in the case of
the Cendant Mortgage, Cendant Mortgage Corporation, 6000 Atrium Way, Mt. Laurel, NJ08054, Attention: Peter A. Thomas, Vice
President, Secondary Marketing, and (iii) in the case of the Trust, c/o Cendant Mortgage Corporation, as Administrator, 6000 Atrium
Way, Mt. Laurel, NJ08054, Attention: Peter A. Thomas, Vice President, Secondary Marketing ,or such other address as may hereafter
be furnished to the Purchaser in writing by the applicable Seller.
Section 12.04 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever
held invalid, the invalidity of any such covenant, agreement, provision or term of this Agreement shall in no way affect the validity
or enforceability of the other provisions of this Agreement.
Section 12.05 Schedules and Exhibits.
The schedules and exhibits that are attached to this Agreement are hereby incorporated herein and made a part hereof by this
reference.
Section 12.06 General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(1) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the
singular, and the use of any gender herein shall be deemed to include the other gender;
(2) any reference in this Agreement to this Agreement or any other agreement, document, or instrument shall be a reference to this
Agreement or any other such agreement, document, or instrument as the same has been amended, modified, or supplemented in accordance
with the terms hereof and thereof (as applicable);
(3) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles;
(4) references herein to "Articles,""Sections,""Subsections,""Paragraphs," and other subdivisions without reference to a document
are to designated articles, sections, subsections, paragraphs and other subdivisions of this Agreement, unless the context shall
otherwise require;
(5) a reference to a subsection without further reference to a section is a reference to such subsection as contained in the same
section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
(6) a reference to a "day" shall be a reference to a calendar day;
(7) the words "herein,""hereof,""hereunder" and other words of similar import refer to this Agreement as a whole and not to any
particular provision; and
(8) the terms "include" and "including" shall mean without limitation by reason of enumeration.
Section 12.07 Waivers and Amendments, Noncontractual Remedies; Preservation of Remedies.
This Agreement may be amended, superseded, canceled, renewed or extended and the terms hereof may be waived, only by a
written instrument signed by authorized representatives of the parties or, in the case of a waiver, by an authorized representative
of the party waiving compliance. No such written instrument shall be effective unless it expressly recites that it is intended to
amend, supersede, cancel, renew or extend this Agreement or to waive compliance with one or more of the terms hereof, as the case may
be. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any waiver on the part of any party of any such right, power or privilege, or any single or partial exercise of any such right,
power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. The rights
and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law
or in equity.
Section 12.08 Captions.
All section titles or captions contained in this Agreement or in any schedule or exhibit annexed hereto or referred to
herein, and the table of contents to this Agreement, are for convenience only, shall not be deemed a part of this Agreement and shall
not affect the meaning or interpretation of this Agreement.
Section 12.09 Counterparts; Effectiveness; Assigns.
This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute one and the same instrument. This Agreement shall become
effective as of the date first set forth herein upon the due execution and delivery of this Agreement by each of the parties hereto.
None of the Sellers shall assign its rights and obligations under this Agreement without the prior written consent of the Purchaser,
which consent shall not be unreasonably withheld.
Section 12.10 Entire Agreement; Amendment.
This Agreement (including the schedules and exhibits annexed hereto or referred to herein), together with the Cendant Guide,
contains the entire agreement between the parties hereto with respect to the transactions contemplated hereby and supersedes all
prior agreements, written or oral, with respect thereto. No amendment, modification or alteration of the terms or provisions of this
Agreement shall be binding unless the same shall be in writing and duly executed by the authorized representatives of the parties
hereto.
Section 12.11 Further Assurances.
Each party hereto shall take such additional action as may be reasonably necessary to effectuate this Agreement and the
transactions contemplated hereby. The Sellers will promptly and duly execute and deliver to the Purchaser such documents and
assurances and take such further action as the Purchaser may from time to time reasonably request in order to carry out more
effectively the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be
created in favor of the Purchaser.
IN WITNESS WHEREOF, the Sellers and the Purchaser have caused their names to be signed hereto by their respective officers as of the
date first written above.
EMC Mortgage Corporation
By: __________________________________________
Name:
Title:
CENDANT MORTGAGE CORPORATION
By: __________________________________________
Name: Peter A. Thomas
Title: Vice President
BISHOP'S GATE RESIDENTIAL MORTGAGE TRUST (formerly known as CENDANT RESIDENTIAL
MORTGAGE TRUST)
By: Cendant Mortgage Corporation, as Administrator
By: __________________________________________
Name: Peter A. Thomas
Title: Vice President
Schedule B-1
On or prior to the Funding Date, the Seller shall deliver to the Purchaser, or its designee, each of the following
documents for each Mortgage Loan:(i) The original Mortgage Note endorsed, "Pay to the order of ________________, without
recourse" and signed in the name of the Seller by an authorized officer. In the event that the Mortgage Loan was acquired by the
Seller in a merger, the endorsement must be by "[SELLER], successor by merger to [name of predecessor]"; and in the event that the
Mortgage Loan was acquired or originated by the Seller while doing business under another name, the endorsement must be by "[SELLER],
formerly known as [previous name]";(ii) Original recorded Mortgage, with evidence of recording information thereon except for any
Mortgage which has been forwarded to the appropriate recorder's office for recordation and which has not been returned by such
recording officer, in which case the Seller shall deliver and release to Purchaser a certified true copy of any such Mortgage so
certified by the Seller with evidence of such Mortgage's delivery to the appropriate recorder's office. In addition, the Seller shall
deliver and release to the Purchaser the original recorded Mortgage within 90 days after the Funding Date;(iii) Original Assignment
of Mortgage, in blank, which assignment shall be in form and substance acceptable for recording but not recorded. In the event that
the Mortgage Loan was acquired by the Seller in a merger, the assignment must be by "[SELLER], successor by merger to [name of
predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Seller while doing business under another
name, the assignment must be by "[SELLER], formerly known as [previous name]";(iv) Original policy of title insurance, except
for those Mortgage Loans originated within 60 days before the Funding Date, for which Mortgage Loans the Seller shall have delivered
and released to the Purchaser the related binders. In addition, the Seller shall deliver to the Purchaser the original policy of
title insurance within 90 days after the Funding Date. The policy must be properly endorsed, any necessary notices of transfer must
be forwarded and any other action required to be taken must be taken in order to fully protect, under the terms of the policy and
applicable law, Purchaser's interest as first mortgagee;(v) Original of all assumption, extensions and modification agreements;(vi)
If required under Section 7, the original policy of primary mortgage guaranty insurance, or where such insurance is provided by a
master policy, a certified true copy of the master policy and the original certificate of insurance;(vii) Original recorded
intermediate assignments of the Mortgage, including warehousing assignments, if any.
(viii) Copies of documents evidencing the Borrower's pledge of additional collateral securing the Mortgage Loan, if applicable.
(ix) With respect to a Cooperative Loan: (i) a copy of the cooperative lease and the assignment of such cooperative lease to the
originator of the Mortgage Loan, with all intervening assignments showing a complete chain of title and an assignment thereof by
Seller; (ii) the stock certificate together with an undated stock power relating to such stock certificate executed in blank; (iii)
the recognition agreement in substantially same form as standard "AZTECH" form; (iv) copies of the financial statement filed by the
originator as secured party and, if applicable, a filed UCC-3 Assignment of the subject security interest showing a complete chain of
title, together with an executed UCC-3 Assignment of such security interest by the Seller in a form sufficient for filing (v) loan
security agreement.
EXHIBIT H-16
EMC MORTGAGE CORPORATION
Purchaserand
WELLS FARGO HOME MORTGAGE, INC.
Company
____________________________________________
SELLER'S WARRANTIES AND SERVICING AGREEMENT
Dated as of November 1, 2002
_____________________________________________
Ten-year Fixed/One-year Adjustable Rate Mortgage Loans
WFHM 2002-W81
TABLE OF CONTENTSARTICLE I ...................................................................................................1
DEFINITIONS.......................................................................................................1
ARTICLE II........................................................................................................9
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS; CUSTODIAL AGREEMENT;DELIVERY OF DOCUMENTS.........................................................................9
ARTICLE III......................................................................................................11
REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH...............................................................11
ARTICLE IV.......................................................................................................28
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS...................................................................28
ARTICLE V........................................................................................................42
PAYMENTS TO PURCHASER............................................................................................42
ARTICLE VI.......................................................................................................44
GENERAL SERVICING PROCEDURES.....................................................................................44
ARTICLE VII......................................................................................................47
COMPANY TO COOPERATE.............................................................................................47
ARTICLE VIII.....................................................................................................48
THE COMPANY......................................................................................................48
ARTICLE IX.......................................................................................................50
PASS-THROUGH TRANSFER............................................................................................50
ARTICLE X........................................................................................................51
DEFAULT..........................................................................................................51
ARTICLE XI.......................................................................................................53
TERMINATION......................................................................................................53
ARTICLE XII......................................................................................................54
MISCELLANEOUS PROVISIONS.........................................................................................54
EXHIBITS
Exhibit A Mortgage Loan Schedule
Exhibit B Contents of Each Mortgage Loan File
Exhibit C Custodial Agreement
Exhibit D Form of Assignment and Assumption
i
This is a Seller's Warranties and Servicing Agreement for adjustable rate residential first mortgage loans, dated and
effective as of November 1, 2002, and is executed between EMC Mortgage Corporation, as purchaser (the "Purchaser"), and Wells Fargo
Home Mortgage, Inc., as seller and servicer (the "Company").
W I T N E S S E T H
WHEREAS, the Purchaser has agreed to purchase from the Company and the Company has agreed to sell to the Purchaser certain
Mortgage Loans which have an aggregate outstanding principal balance as of the close of business on the Cut-off Date, after deduction
of payments due on or before such date of $129,355,688.12;
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security instrument creating a first
lien on a residential dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule, which is annexed hereto as
Exhibit A; and
WHEREAS, the Purchaser and the Company wish to prescribe the manner of purchase of the Mortgage Loans and the conveyance,
servicing and control of the Mortgage Loans.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser and the Company agree as follows:
ARTICLE IDEFINITIONS
Whenever used herein, the following words and phrases, unless the content otherwise requires, shall have the following
meanings:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices of prudent mortgage
lending institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related
Mortgaged Property is located.
Adjustment Date: As to each Mortgage Loan, the date on which the Interest Rate is adjusted in accordance with the terms of
the related Mortgage Note.
Agreement: This Seller's Warranties and Servicing Agreement and all amendments hereof and supplements hereto.
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ALTA: The American Land Title Association or any successor thereto.Appraised Value: With respect to any Mortgage Loan, the lesser of (i) the value set forth on the appraisal made in
connection with the origination of the related Mortgage Loan as the value of the related Mortgaged Property, or (ii) the purchase
price paid for the Mortgaged Property, provided, however, in the case of a refinanced Mortgage Loan, such value shall be based solely
on the appraisal made in connection with the origination of such Mortgage Loan.
Assignment of Mortgage: An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form,
sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the sale of the Mortgage
to the Purchaser.
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a day on which banking and savings and loan institutions
in the State of Iowa or the State of Texas or the State of Maryland or the State of New York are authorized or obligated by law or
executive order to be closed.
Buydown Agreement: An agreement between the Company and a Mortgagor, or an agreement among the Company, a Mortgagor and a
seller of a Mortgaged Property or a third party with respect to a Mortgage Loan which provides for the application of Buydown Funds.
Buydown Funds: In respect of any Buydown Mortgage Loan, any amount contributed by the seller of a Mortgaged Property
subject to a Buydown Mortgage Loan, the buyer of such property, the Company or any other source, plus interest earned thereon, in
order to enable the Mortgagor to reduce the payments required to be made from the mortgagor's funds in the early years of a Mortgage
Loan.
Buydown Mortgage Loan: Any Mortgage Loan in respect of which, pursuant to a Buydown Agreement, (i) the Mortgagor pays less
than the full monthly payments specified in the Mortgage Note for a specified period, and (ii) the difference between the payments
required under such Buydown Agreement and the Mortgage Note is provided from Buydown Funds.
Buydown Period: The period of time when a Buydown Agreement is in effect with respect to a related Buydown Mortgage Loan.
Closing Date:November 27, 2002.
Code: The Internal Revenue Code of 1986, as it may be amended from time to time or any successor statute thereto, and
applicable U.S. Department of the Treasury regulations issued pursuant thereto.
Company: Wells Fargo Home Mortgage, Inc., or its successor in interest or assigns, or any successor to the Company under
this Agreement appointed as herein provided.
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary,
partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a
Mortgagor in accordance with the terms of the related Mortgage Loan Documents.
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Custodial Account: The separate account or accounts created and maintained pursuant to Section 4.04.
Custodial Agreement: The agreement governing the retention of the originals of each Mortgage Note, Mortgage, Assignment of
Mortgage and other Mortgage Loan Documents, a form of which is annexed hereto as Exhibit C.
Custodian: The custodian under the Custodial Agreement, or its successor in interest or assigns, or any successor to the
Custodian under the Custodial Agreement as provided therein.
Cut-off Date:November 1, 2002.
Deleted Mortgage Loan: A Mortgage Loan which is repurchased by the Company in accordance with the terms of this Agreement
and which is, in the case of a substitution pursuant to Section 3.03, replaced or to be replaced with a Qualified Substitute Mortgage
Loan.
Determination Date: The Business Day immediately preceding the related Remittance Date.
Due Date: The first day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.
Due Period: With respect to each Remittance Date, the period commencing on the second day of the month preceding the month
of the Remittance Date and ending in the first day of the month of the Remittance Date.
Electronic Data File: The final electronic file of the Mortgage Loans provided by Company to the Purchaser on or before the
Closing Date.
Errors and Omissions Insurance Policy: An errors and omissions insurance policy to be maintained by the Company pursuant to
Section 4.12.
Escrow Account: The separate account or accounts created and maintained pursuant to Section 4.06.
3
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates,
sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other related document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 10.01.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
Freddie Mac: The entity formerly known as Federal Home Loan Mortgage Corporation or FHLMC, or any successor thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.
First Remittance Date: December 18, 2002.
Fannie Mae: The entity formerly known as Federal National Mortgage Association or FNMA, or any successor thereto.
Gross Margin: With respect to each Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note which
is added to the Index in order to determine the related Interest Rate, as set forth in the Mortgage Loan Schedule.
Index: With respect to any adjustable rate Mortgage Loan, the index identified on the Mortgage Loan Schedule and set forth
in the related Mortgage Note for the purpose of calculating the interest thereon.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the
related Mortgaged Property.
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the
sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise, or the sale of the related Mortgaged
Property if the Mortgaged Property is acquired in satisfaction of the Mortgage Loan.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original loan amount of the Mortgage Loan
at its origination (unless otherwise indicated) to the Appraised Value of the Mortgaged Property.
Monthly Advance: The portion of each Monthly Payment that is delinquent with respect to each Mortgage Loan at the close of
business on the Determination Date required to be advanced by the Company pursuant to Section 5.03 on the Business Day immediately
preceding the Remittance Date of the related month.
4
Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note, which creates a first lien on an
unsubordinated estate in fee simple in real property securing the Mortgage Note.
Mortgage File: The items pertaining to a particular Mortgage Loan referred to in Exhibit B annexed hereto, and any
additional documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy as described in Section 4.11.
Mortgage Interest Rate: The annual rate of interest borne on a Mortgage Note in accordance with the provisions of the
Mortgage Note.
Mortgage Loan: An individual Mortgage Loan which is the subject of this Agreement, each Mortgage Loan originally sold and
subject to this Agreement being identified on the Mortgage Loan Schedule, which Mortgage Loan includes without limitation the
Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO
Disposition Proceeds and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan.
Mortgage Loan Documents: With respect to a Mortgage Loan, the original related Mortgage Note with applicable addenda and
riders, the original related Security Instrument and the originals of any required addenda and riders, the original related
Assignment and any original intervening related Assignments, the original related title insurance policy, related PMI policy, if any,
and the related appraisal report.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the Purchaser,
which shall be equal to the Mortgage Interest Rate minus the Servicing Fee Rate.
Mortgage Loan Schedule: A schedule of Mortgage Loans annexed hereto as Exhibit A, such schedule setting forth the following
information with respect to each Mortgage Loan: (1) the Company's Mortgage Loan number; (2) the city state and zip code of the
Mortgaged Property; (3) a code indicating whether the Mortgaged Property is a single family residence, two-family residence,
three-family residence, four-family residence, PUD or Condominium; (4) the current Mortgage Interest Rate; (5) the current net
Mortgage Interest Rate; (6) the current Monthly Payment; (7) the Gross Margin; (8) the original term to maturity; (9) the scheduled
maturity date; (10) the principal balance of the Mortgage Loan as of the Cut-off Date after deduction of payments of principal due on
or before the Cut-off Date whether or not collected; (11) the Loan-to-Value; (12) the next Adjustment Date; (13) the lifetime
Mortgage Interest Rate cap; (14) whether the Mortgage Loan is convertible or not; (15) a code indicating the mortgage guaranty
insurance company; and (16) the Servicing Fee.
5
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.
Mortgaged Property: The real property securing repayment of the debt evidenced by a Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
Officer's Certificate: A certificate signed by the Chairman of the Board or the Vice Chairman of the Board or the President
or a Vice President or an Assistant Vice President and by the Treasurer or the Secretary or one of the Assistant Treasurers or
Assistant Secretaries of the Company, and delivered to the Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an employee of the Company, reasonably acceptable to the
Purchaser.
Pass-Through Transfer: The sale or transfer of some or all of the Mortgage Loans by the Purchaser to a trust to be formed
as part of a publicly issued or privately placed mortgage-backed securities transaction.
Periodic Interest Rate Cap: As to each Mortgage Loan, the maximum increase or decrease in the Mortgage Interest Rate on any
Adjustment Date pursuant to the terms of the Mortgage Note.
Person: Any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization, government or any agency or political subdivision thereof.
PMI Policy: A policy of primary mortgage guaranty insurance issued by a Qualified Insurer, as required by this Agreement
with respect to certain Mortgage Loans.
Prime Rate: The prime rate announced to be in effect from time to time, as published as the average rate in The Wall Street
Journal.
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan which is received in advance of its
scheduled Due Date, including any prepayment penalty or premium thereon and which is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
Principal Prepayment Period: The month preceding the month in which the related Remittance Date occurs.
6
Purchaser: EMC Mortgage Corporation, or its successor in interest or any successor to the Purchaser under this Agreement as
herein provided.
Qualified Depository: A deposit account or accounts maintained with a federal or state chartered depository institution the
deposits in which are insured by the FDIC to the applicable limits and the short-term unsecured debt obligations of which (or, in the
case of a depository institution that is a subsidiary of a holding company, the short-term unsecured debt obligations of such holding
company) are rated A-1 by Standard & Poor's Ratings Group or Prime-1 by Moody's Investors Service, Inc. (or a comparable rating if
another rating agency is specified by the Purchaser by written notice to the Company) at the time any deposits are held on deposit
therein.
Qualified Insurer: A mortgage guaranty insurance company duly authorized and licensed where required by law to transact
mortgage guaranty insurance business and approved as an insurer by Fannie Mae or Freddie Mac.
Qualified Substitute Mortgage Loan: A mortgage loan eligible to be substituted by the Company for a Deleted Mortgage Loan
which must, on the date of such substitution, (i) have an outstanding principal balance, after deduction of all scheduled payments
due in the month of substitution (or in the case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an
aggregate principal balance), not in excess of the Stated Principal Balance of the Deleted Mortgage Loan; (ii) have a Mortgage Loan
Remittance Rate not less than and not more than two percent (2%) greater than the Mortgage Loan Remittance Rate of the Deleted
Mortgage Loan; (iii) have a remaining term to maturity not greater than and not more than one year less than that of the Deleted
Mortgage Loan; and (iv) comply with each representation and warranty set forth in Sections 3.01 and 3.02.
Reconstitution Date: The date on which any or all of the Mortgage Loans serviced under this Agreement shall be removed from
this Agreement and reconstituted as part of a Pass-Through Transfer or Whole Loan Transfer pursuant to Section 9.01 hereof. The
Reconstitution Date shall be such date which the Purchaser and the shelf registrant shall designate. On such date, the Mortgage
Loans transferred shall cease to be covered by this Agreement and the Company's servicing responsibilities shall cease under this
Agreement with respect to the related transferred Mortgage Loans.
Record Date: The close of business of the last Business Day of the month preceding the month of the related Remittance Date.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code.
REMIC Provisions: Provisions of the federal income tax law relating to a REMIC, which appear at Section 860A through 860G
of Subchapter M of Chapter 1, Subtitle A of the Code, and related provisions, and regulations, rulings or pronouncements promulgated
thereunder, as the foregoing may be in effect from time to time.
7
Remittance Date: The 18th day (or if such 18th day is not a Business Day, the first Business Day immediately following) of
any month, beginning with the First Remittance Date.
REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: All amounts received with respect to an REO Disposition pursuant to Section 4.16.
REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchaser through foreclosure or by deed in
lieu of foreclosure, as described in Section 4.16.
Repurchase Price: Unless agreed otherwise by the Purchaser and the Company, a price equal to (i) the Stated Principal
Balance of the Mortgage Loan plus (ii) interest on such Stated Principal Balance at the Mortgage Loan Remittance Rate from the date
on which interest has last been paid and distributed to the Purchaser through the last day of the month in which such repurchase
takes place, less amounts received or advanced in respect of such repurchased Mortgage Loan which are being held in the Custodial
Account for distribution in the month of repurchase.
Securities Act of 1933 or the 1933 Act: The Securities Act of 1933, as amended.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses other than Monthly Advances
(including reasonable attorney's fees and disbursements) incurred in the performance by the Company of its servicing obligations,
including, but not limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any
enforcement or judicial proceedings, including foreclosures, (c) the management and liquidation of any REO Property and (d)
compliance with the obligations under Section 4.08.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser shall pay to the Company,
which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the
outstanding principal balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same principal
amount and period respecting which any related interest payment on a Mortgage Loan is computed. The obligation of the Purchaser to
pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion (including recoveries with
respect to interest from Liquidation Proceeds, to the extent permitted by Section 4.05) of such Monthly Payment collected by the
Company, or as otherwise provided under Section 4.05.
Servicing Fee Rate: 0.3750% per annum per Mortgage Loan.
Servicing File: With respect to each Mortgage Loan, the file retained by the Company consisting of originals of all
documents in the Mortgage File which are not delivered to the Custodian and copies of the Mortgage Loan Documents listed in the
Custodial Agreement the originals of which are delivered to the Custodian pursuant to Section 2.03.
8
Servicing Officer: Any officer of the Company involved in or responsible for the administration and servicing of the
Mortgage Loans whose name appears on a list of servicing officers furnished by the Company to the Purchaser upon request, as such
list may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan, (i) the principal balance of the Mortgage Loan at the Cut-off Date
after giving effect to payments of principal due on or before such date, whether or not received, minus (ii) all amounts previously
distributed to the Purchaser with respect to the related Mortgage Loan representing payments or recoveries of principal or advances
in lieu thereof.
Whole Loan Transfer: Any sale or transfer of some or all of the Mortgage Loans by the Purchaser to a third party, which
sale or transfer is not a Pass-Through Transfer.
ARTICLE IICONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS
Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files;
Maintenance of Servicing Files.
The Company, simultaneously with the execution and delivery of this Agreement, does hereby sell, transfer, assign, set over
and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all the right, title and interest of the
Company in and to the Mortgage Loans. Pursuant to Section 2.03, the Company has delivered the Mortgage Loan Documents to the
Custodian.
The contents of each Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for the
benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents of
each Mortgage File and the originals of the documents in each Mortgage File not delivered to the Custodian. The possession of each
Servicing File by the Company is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan, and such
retention and possession by the Company is in a custodial capacity only. Upon the sale of the Mortgage Loans the ownership of each
Mortgage Note, the related Mortgage and the related Mortgage File and Servicing File shall vest immediately in the Purchaser, and the
ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the
Company shall vest immediately in the Purchaser and shall be retained and maintained by the Company, in trust, at the will of the
Purchaser and only in such custodial capacity. The Company shall release its custody of the contents of any Servicing File only in
accordance with written instructions from the Purchaser, unless such release is required as incidental to the Company's servicing of
the Mortgage Loans or is in connection with a repurchase of any Mortgage Loan pursuant to Section 3.03 or 6.02. All such costs
associated with the release, transfer and re-delivery to the Company shall be the responsibility of the Purchaser other than any
related recording costs (especially in instances of breach).
9
Section 2.02 Books and Records; Transfers of Mortgage Loans.
From and after the sale of the Mortgage Loans to the Purchaser all rights arising out of the Mortgage Loans including but
not limited to all funds received on or in connection with the Mortgage Loans, shall be received and held by the Company in trust for
the benefit of the Purchaser as owner of the Mortgage Loans, and the Company shall retain record title to the related Mortgages for
the sole purpose of facilitating the servicing and the supervision of the servicing of the Mortgage Loans.
The sale of each Mortgage Loan shall be reflected on the Company's balance sheet and other financial statements as a sale of
assets by the Company. The Company shall be responsible for maintaining, and shall maintain, a complete set of books and records for
each Mortgage Loan which shall be marked clearly to reflect the ownership of each Mortgage Loan by the Purchaser. In particular, the
Company shall maintain in its possession, available for inspection by the Purchaser, or its designee, and shall deliver to the
Purchaser upon demand, evidence of compliance with all federal, state and local laws, rules and regulations, and requirements of
Fannie Mae or Freddie Mac, including but not limited to documentation as to the method used in determining the applicability of the
provisions of the Flood Disaster Protection Act of 1973, as amended, to the Mortgaged Property, documentation evidencing insurance
coverage and eligibility of any condominium project for approval by Fannie Mae or Freddie Mac and periodic inspection reports as
required by Section 4.13. To the extent that original documents are not required for purposes of realization of Liquidation Proceeds
or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or microfiche or such other reliable means
of recreating original documents, including but not limited to, optical imagery techniques so long as the Company complies with the
requirements of the Fannie Mae Selling and Servicing Guide, as amended from time to time.
The Company shall maintain with respect to each Mortgage Loan and shall make available for inspection by any Purchaser or
its designee the related Servicing File during the time the Purchaser retains ownership of a Mortgage Loan and thereafter in
accordance with applicable laws and regulations.
The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may
prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in
compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any
person with respect to this Agreement or the Mortgage Loans unless the books and records show such person as the owner of the
Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans,
provided, however, that in no event shall there be more than four Persons at any given time having the status of "Purchaser"
hereunder. The Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall
mark its books and records to reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Purchaser
10
from its obligations hereunder with respect to the Mortgage Loans sold or transferred. If the Company receives notification of a
transfer less than five (5) Business Days before the last calendar day of the month, the Company's duties to remit and report as
required by Section 5 shall begin with the next Due Period.
Section 2.03 Custodial Agreement; Delivery of Documents.
The Company has delivered and released to the Custodian those Mortgage Loan Documents as set forth as items one (1) through
ten (10) in Exhibit B attached hereto.
The Custodian has certified its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the
Custodial Agreement, as evidenced by the Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The
Purchaser will be responsible for the fees and expenses of the Custodian.
The Company shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or
extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one week of their execution, provided,
however, that the Company shall provide the Custodian with a certified true copy of any such document submitted for recordation
within ten (10) days of its execution, and shall provide the original of any document submitted for recordation or a copy of such
document certified by the appropriate public recording office to be a true and complete copy of the original within sixty days of its
submission for recordation.
In the event the public recording office is delayed in returning any original document, the Company shall deliver to the
Custodian within 240 days of its submission for recordation, a copy of such document and an Officer's Certificate, which shall (i)
identify the recorded document; (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay
by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and
return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the
Custodian. The Company will be required to deliver the document to the Custodian by the date specified in (iv) above. An extension
of the date specified in (iv) above may be requested from the Purchaser, which consent shall not be unreasonably withheld.
ARTICLE IIIREPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH
Section 3.01 Company Representations and Warranties.
The Company hereby represents and warrants to the Purchaser that, as of the Closing Date:
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(a) Due Organization and Authority.
The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of
California and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified
and in good standing in each state where a Mortgaged Property is located if the laws of such state require licensing
or qualification in order to conduct business of the type conducted by the Company, and in any event the Company is
in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related
Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement; the Company
has the full corporate power and authority to execute and deliver this Agreement and to perform in accordance
herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be
delivered pursuant to this Agreement) by the Company and the consummation of the transactions contemplated hereby
have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the
Company; and all requisite corporate action has been taken by the Company to make this Agreement valid and binding
upon the Company in accordance with its terms;
(b) Ordinary Course of Business.
The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the
Company, who is in the business of selling and servicing loans, and the transfer, assignment and conveyance of the
Mortgage Notes and the Mortgages by the Company pursuant to this Agreement are not subject to the bulk transfer or
any similar statutory provisions in effect in any applicable jurisdiction;
(c) No Conflicts.
Neither the execution and delivery of this Agreement, the acquisition of the Mortgage Loans by the Company, the sale
of the Mortgage Loans to the Purchaser or the transactions contemplated hereby, nor the fulfillment of or compliance
with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms,
articles of incorporation or by-laws or any legal restriction or any agreement or instrument to which the Company is
now a party or by which it is bound, or constitute a default or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Company or its property is subject, or impair the ability of the
Purchaser to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;
(d) Ability to Service.
The Company is an approved seller/servicer of conventional residential mortgage loans for Fannie Mae or Freddie Mac,
with the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of
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the same type as the Mortgage Loans. The Company is in good standing to sell mortgage loans to and service mortgage
loans for Fannie Mae or Freddie Mac, and no event has occurred, including but not limited to a change in insurance
coverage, which would make the Company unable to comply with Fannie Mae or Freddie Mac eligibility requirements or
which would require notification to either Fannie Mae or Freddie Mac;
(e) Reasonable Servicing Fee.
The Company acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such
services and that the entire Servicing Fee shall be treated by the Company, for accounting and tax purposes, as
compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement;
(f) Ability to Perform.
The Company does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every
covenant contained in this Agreement. The Company is solvent and the sale of the Mortgage Loans will not cause the
Company to become insolvent. The sale of the Mortgage Loans is not undertaken to hinder, delay or defraud any of
the Company's creditors;
(g) No Litigation Pending.
There is no action, suit, proceeding or investigation pending or threatened against the Company which, either in any
one instance or in the aggregate, may result in any material adverse change in the business, operations, financial
condition, properties or assets of the Company, or in any material impairment of the right or ability of the Company
to carry on its business substantially as now conducted, or in any material liability on the part of the Company, or
which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be
contemplated herein, or which would be likely to impair materially the ability of the Company to perform under the
terms of this Agreement;
(h) No Consent Required.
No consent, approval, authorization or order of any court or governmental agency or body is required for the
execution, delivery and performance by the Company of or compliance by the Company with this Agreement or the sale
of the Mortgage Loans as evidenced by the consummation of the transactions contemplated by this Agreement, or if
required, such approval has been obtained prior to the Closing Date;
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(i) Selection Process. The Mortgage Loans were selected from among the outstanding adjustable rate one- to four-family
mortgage loans in the Company's portfolio at the Closing Date as to which the representations and warranties set
forth in Section 3.02 could be made and such selection was not made in a manner so as to affect adversely the
interests of the Purchaser;
(j) No Untrue Information.
Neither this Agreement nor any statement, report or other document furnished or to be furnished pursuant to this
Agreement or in connection with the transactions contemplated hereby contains any untrue statement of fact or omits
to state a fact necessary to make the statements contained therein not misleading;
(k) Sale Treatment.
The Company has determined that the disposition of the Mortgage Loans pursuant to this Agreement will be afforded
sale treatment for accounting and tax purposes;
(l) No Material Change.
There has been no material adverse change in the business, operations, financial condition or assets of the Company
since the date of the Company's most recent financial statements; and
(m) No Brokers' Fees.
The Company has not dealt with any broker, investment banker, agent or other Person that may be entitled to any
commission or compensation in the connection with the sale of the Mortgage Loans.
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Section 3.02 Representations and Warranties Regarding Individual Mortgage Loans.
As to each Mortgage Loan, the Company hereby represents and warrants to the Purchaser that as of the Closing Date:
(a) Mortgage Loans as Described.
The information set forth in the Mortgage Loan Schedule attached hereto as Exhibit A and the information contained
on the Electronic Data File delivered to the Purchaser is true and correct;
(b) Payments Current.
All payments required to be made up to the Cut-off Date for the Mortgage Loan under the terms of the Mortgage Note
have been made and credited. All payments under any Mortgage Loan have been received in the month due;
(c) No Outstanding Charges.
There are no defaults in complying with the terms of the Mortgages, and all taxes, governmental assessments,
insurance premiums, leasehold payments, water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which
remains unpaid and which has been assessed but is not yet due and payable. The Seller has not advanced funds, or
induced, solicited directly or indirectly, the payment of any amount required under the Mortgage Loan, except for
interest accruing from the date of the Mortgage Note or date of disbursement of the Mortgage Loan proceeds,
whichever is later, to the day which precedes by one month the Due Date of the first installment of principal and
interest;
(d) Original Terms Unmodified.
The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or modified in any respect,
except by a written instrument which has been recorded, if necessary to protect the interests of the Purchaser and
which has been delivered to the Custodian. The substance of any such waiver, alteration or modification has been
approved by the issuer of any related PMI policy and the title insurer, to the extent required by the policy, and
its terms are reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except
in connection with an assumption agreement approved by the issuer of any related PMI policy and the title insurer,
to the extent required by the policy, and which assumption agreement is part of the Mortgage Loan File delivered to
the Custodian and the terms of which are reflected in the Mortgage Loan Schedule;
(e) No Defenses.
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The Mortgage Loan is not subject to any right of rescission, set-off, counterclaim or defense, including without
limitation the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or
the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in
part, or subject to any right of rescission, set-off, counterclaim or defense, including without limitation the
defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect
thereto;
(f) No Satisfaction of Mortgage.
The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or in part, and the Mortgaged
Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been
executed that would effect any such release, cancellation, subordination or rescission;
(g) Validity of Mortgage Documents.
The Mortgage Note and the Mortgage and related documents are genuine, and each is the legal, valid and binding
obligation of the maker thereof enforceable in accordance with its terms. All parties to the Mortgage Note and the
Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties;
(h) No Fraud.
No error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to a Mortgage Loan has
taken place on the part of the Company, or the Mortgagor, or to the best of the Company's knowledge, any appraiser,
any builder, or any developer, or any other party involved in the origination of the Mortgage Loan or in the
application of any insurance in relation to such Mortgage Loan;
(i) Compliance with Applicable Laws.
Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending,
real estate settlement procedures, consumer credit and privacy protection, equal credit opportunity or disclosure
laws applicable to the Mortgage Loan have been complied with, and the Company shall maintain in its possession,
available for the Purchaser's inspection, and shall deliver to the Purchaser upon demand, evidence of compliance
with all such requirements. All inspections, licenses and certificates required to be made or issued with respect
to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including
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but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the
appropriate authorities;
(j) Location and Type of Mortgaged Property.
The Mortgaged Property is located in the state identified in the Mortgage Loan Schedule and consists of a single,
contiguous parcel of real property with a detached single family residence erected thereon, or a two- to four-family
dwelling, or an individual condominium unit in a condominium project, or an individual unit in a planned unit
development or a townhouse, provided, however, that any condominium project or planned unit development shall
conform with the applicable Fannie Mae requirements regarding such dwellings, and no residence or dwelling is a
mobile home or a manufactured dwelling. As of the respective appraisal date for each Mortgaged Property, no portion
of the Mortgaged Property was being used for commercial purposes. If the Mortgaged Property is a condominium unit or
a planned unit development (other than a de minimus planned unit development) such condominium or planned unit
development project meets Fannie Mae eligibility requirements or is located in a condominium or planned unit
development project which has received Fannie Mae project approval and the representations and warranties required
by Fannie Mae with respect to such condominium or planned unit development have been made and remain true and
correct in all respects;
(k) Valid First Lien.
The Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged Property, including all buildings on
the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning
systems located in or annexed to such buildings, and all additions, alterations and replacements made at any time
with respect to the foregoing. The lien of the Mortgage is subject only to:
(1) the lien of current real property taxes and assessments not yet due and payable;
(2) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as
of the date of recording acceptable to mortgage lending institutions generally and specifically referred to
in the lender's title insurance policy delivered to the originator of the Mortgage Loan and (i) referred to
or otherwise considered in the appraisal made for the originator of the Mortgage Loan and (ii) which do not
adversely affect the Appraised Value of the Mortgaged Property set forth in such appraisal; and
(3) other matters to which like properties are commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property.
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Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the
Mortgage Loan establishes and creates a valid, subsisting and enforceable first lien and first priority security
interest on the property described therein and the Company has full right to sell and assign the same to the
Purchaser;
(l) Full Disbursement of Proceeds.
The proceeds of the Mortgage Loan have been fully disbursed, except for escrows established or created due to
seasonal weather conditions, and there is no requirement for future advances thereunder. All costs, fees and
expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid, and the
Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;
(m) Consolidation of Future Advances.
Any future advances made prior to the Cut-off Date, have been consolidated with the outstanding principal amount
secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single
repayment term reflected on the Mortgage Loan Schedule. The lien of the Mortgage securing the consolidated
principal amount is expressly insured as having first lien priority by a title insurance policy, an endorsement to
the policy insuring the mortgagee's consolidated interest or by other title evidence acceptable to Fannie Mae or
Freddie Mac; the consolidated principal amount does not exceed the original principal amount of the Mortgage Loan;
the Seller shall not make future advances after the Cut-Off Date;
(n) Ownership.
The Company is the sole owner of record and holder of the Mortgage Loan and the related Mortgage Note and the
Mortgage are not assigned or pledged, and the Company has good and marketable title thereto and has full right and
authority to transfer and sell the Mortgage Loan to the Purchaser. The Company is transferring the Mortgage Loan
free and clear of any and all encumbrances, liens, pledges, equities, participation interests, claims, charges or
security interests of any nature encumbering such Mortgage Loan;
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(o) Origination/Doing Business.
The Mortgage Loan was originated by a savings and loan association, a savings bank, a commercial bank, a credit
union, an insurance company, or similar institution which is supervised and examined by a federal or state authority
or by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the
National Housing Act. All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee,
pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in
compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged
Property is located, and (2) organized under the laws of such state, or (3) qualified to do business in such state,
or (4) federal savings and loan associations or national banks having principal offices in such state, or (5) not
doing business in such state;
(p) LTV, PMI Policy.
No Mortgage Loan has a LTV greater than 95%. The original LTV of the Mortgage Loan either was not more than 80% or
the excess over 78% is and will be insured as to payment defaults by a PMI Policy until terminated pursuant to the
Homeowners Protection Act of 1998, 12 USC 4901, et seq. All provisions of such PMI policy have been and are being
complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. The
Qualified Insurer has a claims paying ability acceptable to Fannie Mae or Freddie Mac. Any Mortgage Loan subject to
a PMI policy obligates the Mortgagor thereunder to maintain the PMI policy and to pay all premiums and charges in
connection therewith. The Mortgage Interest Rate for the Mortgage Loan as set forth on the Mortgage Loan Schedule
is net of any such insurance premium. No prior holder of the Mortgage, including the Company, has done, by act or
omission, anything which would impair the coverage of such PMI policy;
(q) Title Insurance.
The Mortgage Loan is covered by an ALTA lender's title insurance policy or other generally acceptable form of policy
of insurance acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie
Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Company,
its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the
Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of Paragraph (k) of this Section
3.02, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions
of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. The Company is the sole
insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and
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effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No
claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the
Company, has done, by act or omission, anything which would impair the coverage of such lender's title insurance
policy;
(r) No Defaults.
There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and
no event which, with the passage of time or with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration, and neither the Company nor its predecessors have
waived any default, breach, violation or event of acceleration;
(s) No Mechanics' Liens.
There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights
are outstanding that under the law could give rise to such liens) affecting the related Mortgaged Property which are
or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage which are not insured
against by the title insurance policy referenced in Paragraph (q) above;
(t) Location of Improvements; No Encroachments.
Except as insured against by the title insurance policy referenced in Paragraph (q) above, all improvements which
were considered in determining the Appraised Value of the Mortgaged Property lay wholly within the boundaries and
building restriction lines of the Mortgaged Property and no improvements on adjoining properties encroach upon the
Mortgaged Property. No improvement located on or being part of the Mortgaged Property is in violation of any
applicable zoning law or regulation;
(u) Payment Terms.
The Mortgage Loans have an original term to maturity of not more than 30 years, with interest payable in arrears on
the first day of each month. As to each Mortgage Loan on each applicable Adjustment Date, the Mortgage Interest
Rate will be adjusted to equal the sum of the Index plus the applicable Gross Margin, rounded up or down to the
nearest multiple of 0.125% indicated by the Mortgage Note; provided that the Mortgage Interest Rate will not
increase or decrease by more than 2.00% on any Adjustment Date, and will in no event exceed the maximum Mortgage
Interest Rate or be lower than the minimum Mortgage Interest Rate listed on the Mortgage Loan Schedule for such
Mortgage Loan. Each Mortgage Note requires a monthly payment which is sufficient, during the period prior to the
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first adjustment to the Mortgage Interest Rate, to fully amortize the outstanding principal balance as of the first
day of such period over the then remaining term of such Mortgage Note and to pay interest at the related Mortgage
Interest Rate. As to each Mortgage Loan, if the related Mortgage Interest Rate changes on an adjustment date, the
then outstanding principal balance will be reamortized over the remaining life of such Mortgage Loan. No Mortgage
Loan contains terms or provisions which would result in negative amortization;
(v) Customary Provisions.
The Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided
thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii)
otherwise by judicial foreclosure. There is no homestead or other exemption available to a Mortgagor which would
interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;
(w) Occupancy of the Mortgaged Property.
As of the date of origination, the Mortgaged Property was lawfully occupied under applicable law;
(x) No Additional Collateral.
The Mortgage Note is not and has not been secured by any collateral, pledged account or other security except the
lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel
mortgage referred to in (k) above;
(y) Deeds of Trust.
In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as
such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are
or will become payable by the Mortgagee to the trustee under the deed of trust, except in connection with a
trustee's sale after default by the Mortgagor;
(z) Acceptable Investment.
The Company has no knowledge of any circumstances or conditions with respect to the Mortgage Loan, the Mortgaged
Property, the Mortgagor or the Mortgagor's credit standing that can reasonably be expected to cause private
institutional investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become
delinquent, or adversely affect the value or marketability of the Mortgage Loan;
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(aa) Transfer of Mortgage Loans.
The Assignment upon the insertion of the name of the assignee and recording information is in recordable form and is
acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located;
(bb) Mortgaged Property Undamaged.
The Mortgaged Property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other
casualty so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use
for which the premises were intended;
(cc) Collection Practices; Escrow Deposits.
The origination and collection practices used with respect to the Mortgage Loan have been in accordance with
Accepted Servicing Practices, and have been in all material respects legal and proper. With respect to escrow
deposits and Escrow Payments, all such payments are in the possession of the Company and there exist no deficiencies
in connection therewith for which customary arrangements for repayment thereof have not been made. All Escrow
Payments have been collected in full compliance with state and federal law. No escrow deposits or Escrow Payments
or other charges or payments due the Company have been capitalized under the Mortgage Note;
(dd) No Condemnation.
There is no proceeding pending or to the best of the Company's knowledge threatened for the total or partial
condemnation of the related Mortgaged Property;
(ee) The Appraisal.
The Mortgage Loan Documents contain an appraisal of the related Mortgaged Property by an appraiser who had no
interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof; and whose
compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and the
appraiser both satisfy the applicable requirements of Title XI of the Financial Institution Reform, Recovery, and
Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan
was originated;
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(ff) Insurance.
The Mortgaged Property securing each Mortgage Loan is insured by an insurer acceptable to Fannie Mae or Freddie Mac
against loss by fire and such hazards as are covered under a standard extended coverage endorsement and such other
hazards as are customary in the area where the Mortgaged Property is located pursuant to insurance policies
conforming to the requirements of Section 4.10, in an amount which is not less than the lesser of 100% of the
insurable value of the Mortgaged Property and the outstanding principal balance of the Mortgage Loan, but in no
event less than the minimum amount necessary to fully compensate for any damage or loss on a replacement cost basis.
If the Mortgaged Property is a condominium unit, it is included under the coverage afforded by a blanket policy for
the project. If the improvements on the Mortgaged Property are in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards, a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration is in effect with a generally
acceptable insurance carrier, in an amount representing coverage not less than the least of (A) the outstanding
principal balance of the Mortgage Loan, (B) the full insurable value and (C) the maximum amount of insurance which
was available under the Flood Disaster Protection Act of 1973, as amended. All individual insurance policies contain
a standard mortgagee clause naming the Company and its successors and assigns as mortgagee, and all premiums thereon
have been paid. The Mortgage obligates the Mortgagor thereunder to maintain a hazard insurance policy at the
Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to
obtain and maintain such insurance at such Mortgagor's cost and expense, and to seek reimbursement therefor from the
Mortgagor. The hazard insurance policy is the valid and binding obligation of the insurer, is in full force and
effect, and will be in full force and effect and inure to the benefit of the Purchaser upon the consummation of the
transactions contemplated by this Agreement. The Company has not acted or failed to act so as to impair the
coverage of any such insurance policy or the validity, binding effect and enforceability thereof;
(gg) Soldiers' and Sailors' Civil Relief Act.
The Mortgagor has not notified the Company, and the Company has no knowledge of any relief requested or allowed to
the Mortgagor under the Soldiers' and Sailors' Civil Relief Act of 1940, as amended;
(hh) No Balloon Payments, Graduated Payments or Contingent Interests.
The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation
or other contingent interest feature. No Mortgage Loan has a balloon payment feature;
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(ii) No Construction Loans.
No Mortgage Loan was made in connection with (i) the construction or rehabilitation of a Mortgage Property or (ii)
facilitating the trade-in or exchange of a Mortgaged Property other than a construction-to-permanent loan which has
converted to a permanent Mortgage Loan;
(jj) Underwriting.
Each Mortgage Loan was underwritten in accordance with the underwriting guidelines of the Company; and the Mortgage
Note and Mortgage are on forms acceptable to Freddie Mac or Fannie Mae;
(kk) Buydown Mortgage Loans.
With respect to each Mortgage Loan that is a Buydown Mortgage Loan:
(i) On or before the date of origination of such Mortgage Loan, the Company and the Mortgagor, or the Company,
the Mortgagor and the seller of the Mortgaged Property or a third party entered into a Buydown Agreement.
The Buydown Agreement provides that the seller of the Mortgaged Property (or third party) shall deliver to
the Company temporary Buydown Funds in an amount equal to the aggregate undiscounted amount of payments
that, when added to the amount the Mortgagor on such Mortgage Loan is obligated to pay on each Due Date in
accordance with the terms of the Buydown Agreement, is equal to the full scheduled Monthly Payment due on
such Mortgage Loan. The temporary Buydown Funds enable the Mortgagor to qualify for the Buydown Mortgage
Loan. The effective interest rate of a Buydown Mortgage Loan if less than the interest rate set forth in
the related Mortgage Note will increase within the Buydown Period as provided in the related Buydown
Agreement so that the effective interest rate will be equal to the interest rate as set forth in the
related Mortgage Note. The Buydown Mortgage Loan satisfies the requirements of Fannie Mae guidelines;
(ii) The Mortgage and Mortgage Note reflect the permanent payment terms rather than the payment terms of the
Buydown Agreement. The Buydown Agreement provides for the payment by the Mortgagor of the full amount of
the Monthly Payment on any Due Date that the Buydown Funds are available. The Buydown Funds were not used
to reduce the original principal balance of the Mortgage Loan or to increase the Appraised Value of the
Mortgage Property when calculating the Loan-to-Value Ratios for purposes of the Agreement and, if the
Buydown Funds were provided by the Company and if required under Fannie Mae and Freddie Mac guidelines, the
terms of the Buydown Agreement were disclosed to the appraiser of the Mortgaged Property;
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(iii) The Buydown Funds may not be refunded to the Mortgagor unless the Mortgagor makes a principal payment for
the outstanding balance of the Mortgage Loan;
(iv) As of the date of origination of the Mortgage Loan, the provisions of the related Buydown Agreement
complied with the requirements of Fannie Mae and Freddie Mac regarding buydown agreements.
(ll) Delivery of Mortgage Files.
The Mortgage and any other documents required to be delivered by the Company under this Agreement have been
delivered to the Custodian. The Company is in possession of a complete, true and accurate Mortgage File in
compliance with Exhibit B, except for such documents the originals of which have been delivered to the Custodian;
(mm) No Violation of Environmental Laws.
There is no pending action or proceeding directly involving any Mortgaged Property of which the Company is aware in
which compliance with any environmental law, rule or regulation is an issue; and to the best of the Company's
knowledge, nothing further remains to be done to satisfy in full all requirements of each such law, rule or
regulation constituting a prerequisite to use and enjoyment of said property; and
(nn) No Bankruptcy.
No Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan
was originated and to the best of the Company's knowledge, as of the Closing Date, the Company has not received
notice that any Mortgagor is a debtor under any state or federal bankruptcy or insolvency proceeding.
Section 3.03 Repurchase.
It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive the
sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the
benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or
the examination or failure to examine any Mortgage File. Upon discovery by either the Company or the Purchaser of a breach of any of
the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest
of the Purchaser (or which materially and adversely affects the interests of Purchaser in the related Mortgage Loan in the case of a
25
representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written
notice to the other.
Within 90 days of the earlier of either discovery by or notice to the Company of any breach of a representation or warranty
which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to cure such
breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option, repurchase such
Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section
3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company of such breach,
all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price. However, if the
breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives notice of any such
breach within 120 days of the Closing Date, the Company shall, if the breach cannot be cured, at the Purchaser's option and provided
that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such
Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided that
any such substitution shall be effected not later than 120 days after the Closing Date. If the Company has no Qualified Substitute
Mortgage Loan, it shall repurchase the deficient Mortgage Loan within 90 days of the written notice of the breach or the failure to
cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 3.03 shall
be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next
scheduled Remittance Date, after deducting therefrom any amount received in respect of such repurchased Mortgage Loan or Loans and
being held in the Custodial Account for future distribution.
At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted
Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage
Loan. In the event of a repurchase or substitution, the Company shall, simultaneously with such reassignment, give written notice to
the Purchaser that such repurchase or substitution has taken place, amend the Mortgage Loan Schedule to reflect the withdrawal of the
Deleted Mortgage Loan from this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend
the Mortgage Loan Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with
any such substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and
warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be
deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such
Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section
2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in
the Custodial Account the Monthly Payment less the Servicing Fee due on such Qualified Substitute Mortgage Loan or Loans in the month
following the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of
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substitution shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include
the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to
retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan.
For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company
shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the
date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of
scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in
the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from
its own funds into the Custodial Account an amount equal to the amount of such shortfall.
In addition to such repurchase or substitution obligation, the Company shall indemnify the Purchaser and hold it harmless
against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and
other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a
breach of the Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations
of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the
Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a breach of the foregoing
representations and warranties.
Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made
in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Purchaser or notice thereof
by the Company to the Purchaser, (ii) failures by the Company to cure such breach or repurchase such Mortgage Loan as specified
above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.
...................In the event a Mortgage Loan pays off in full on or before the Closing Date, the Company must repay the Purchaser
the difference between the Unpaid Principal Balance of such Mortgage Loan as of the date of pay off and the Unpaid Principal Balance
multiplied by the purchase price percentage adjusted, if necessary in accordance with the Commitment Letter.
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ARTICLE IVADMINISTRATION AND SERVICING OF MORTGAGE LOANSSection 4.01 Company to Act as Servicer.The Company, as an independent contractor, shall service and administer the Mortgage Loans and shall have full power and
authority, acting alone or through the utilization of a third party servicing provider, to do any and all things in connection with
such servicing and administration which the Company may deem necessary or desirable, consistent with the terms of this Agreement and
with Accepted Servicing Practices.
Consistent with the terms of this Agreement, the Company may waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Company's
reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the
Purchaser, provided, however, that the Company shall not make any future advances with respect to a Mortgage Loan and (unless the
Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Company, imminent and the
Company has obtained the prior written consent of the Purchaser) the Company shall not permit any modification with respect to any
Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive the payment of principal (except for actual payments of
principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which permits the deferral
of interest or principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance
Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own
funds, in accordance with Section 5.03, the difference between (a) such month's principal and one month's interest at the Mortgage
Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company
shall be entitled to reimbursement for such advances to the same extent as for all other advances made pursuant to Section 5.03.
Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized and empowered, to execute and
deliver on behalf of itself and the Purchaser, all instruments of satisfaction or cancellation, or of partial or full release,
discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If
reasonably required by the Company, the Purchaser shall furnish the Company with any powers of attorney and other documents necessary
or appropriate to enable the Company to carry out its servicing and administrative duties under this Agreement.
In servicing and administering the Mortgage Loans, the Company shall employ procedures (including collection procedures) and
exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account,
giving due consideration to Accepted Servicing Practices where such practices do not conflict with the requirements of this
Agreement, and the Purchaser's reliance on the Company.
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Section 4.02 Liquidation of Mortgage Loans.
In the event that any payment due under any Mortgage Loan and not postponed pursuant to Section 4.01 is not paid when the
same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or obligation under the Mortgage Loan
and such failure continues beyond any applicable grace period, the Company shall take such action as (1) the Company would take under
similar circumstances with respect to a similar mortgage loan held for its own account for investment, (2) shall be consistent with
Accepted Servicing Practices, (3) the Company shall determine prudently to be in the best interest of Purchaser, and (4) is
consistent with any related PMI Policy. In the event that any payment due under any Mortgage Loan is not postponed pursuant to
Section 4.01 and remains delinquent for a period of 90 days or any other default continues for a period of 90 days beyond the
expiration of any grace or cure period, the Company shall commence foreclosure proceedings, the Company shall notify the Purchaser in
writing of the Company's intention to do so, and the Company shall not commence foreclosure proceedings if the Purchaser objects to
such action within three (3) Business Days of receiving such notice. In the event the Purchaser objects to such foreclosure action,
the Company shall not be required to make Monthly Advances with respect to such Mortgage Loan, pursuant to Section 5.03, and the
Company's obligation to make such Monthly Advances shall terminate on the 90th day referred to above. In such connection, the
Company shall from its own funds make all necessary and proper Servicing Advances, provided, however, that the Company shall not be
required to expend its own funds in connection with any foreclosure or towards the restoration or preservation of any Mortgaged
Property, unless it shall determine (a) that such preservation, restoration and/or foreclosure will increase the proceeds of
liquidation of the Mortgage Loan to Purchaser after reimbursement to itself for such expenses and (b) that such expenses will be
recoverable by it either through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the
Custodial Account pursuant to Section 4.05) or through Insurance Proceeds (respecting which it shall have similar priority).
Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu
of foreclosure, in the event the Company has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or
toxic substances or wastes, or if the Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property,
such an inspection or review is to be conducted by a qualified inspector. The cost for such inspection or review shall be borne by
the Purchaser. Upon completion of the inspection or review, the Company shall promptly provide the Purchaser with a written report
of the environmental inspection.
After reviewing the environmental inspection report, the Purchaser shall determine how the Company shall proceed with
respect to the Mortgaged Property. In the event (a) the environmental inspection report indicates that the Mortgaged Property is
contaminated by hazardous or toxic substances or wastes and (b) the Purchaser directs the Company to proceed with foreclosure or
acceptance of a deed in lieu of foreclosure, the Company shall be reimbursed for all reasonable costs associated with such
foreclosure or acceptance of a deed in lieu of foreclosure and any related environmental clean up costs, as applicable, from the
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related Liquidation Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse the Company, the Company shall be
entitled to be reimbursed from amounts in the Custodial Account pursuant to Section 4.05 hereof. In the event the Purchaser directs
the Company not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Company shall be reimbursed for all
Servicing Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Section 4.05 hereof.
Section 4.03 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the principal and interest on all Mortgage Loans are paid in full, the Company shall
proceed diligently to collect all payments due under each of the Mortgage Loans when the same shall become due and payable and shall
take special care in ascertaining and estimating Escrow Payments and all other charges that will become due and payable with respect
to the Mortgage Loan and the Mortgaged Property, to the end that the installments payable by the Mortgagors will be sufficient to pay
such charges as and when they become due and payable.
Section 4.04 Establishment of and Deposits to Custodial Account.The Company shall segregate and hold all funds collected and received pursuant to a Mortgage Loan separate and apart from
any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts, in the form of time deposit
or demand accounts, titled "Wells Fargo Home Mortgage, Inc. in trust for the Purchaser and/or subsequent purchasers of Residential
Mortgage Loans, and various Mortgagors - P & I." The Custodial Account shall be established with a Qualified Depository. Upon
request of the Purchaser and within ten (10) days thereof, the Company shall provide the Purchaser with written confirmation of the
existence of such Custodial Account. Any funds deposited in the Custodial Account shall at all times be insured to the fullest
extent allowed by applicable law. Funds deposited in the Custodial Account may be drawn on by the Company in accordance with Section
4.05.
The Company shall deposit in the Custodial Account within one (1) Business Day of Company's receipt, and retain therein, the
following collections received by the Company and payments made by the Company after the Cut-off Date, other than payments of
principal and interest due on or before the Cut-off Date, or received by the Company prior to the Cut-off Date but allocable to a
period subsequent thereto:
(i) all payments on account of principal on the Mortgage Loans, including all Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) all Insurance Proceeds including amounts required to be deposited pursuant to Section 4.10 (other than proceeds to
be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the
Mortgagor in accordance with Section 4.14), Section 4.11 and Section 4.15;
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(v) all Condemnation Proceeds which are not applied to the restoration or repair of the Mortgaged Property or released
to the Mortgagor in accordance with Section 4.14;
(vi) any amount required to be deposited in the Custodial Account pursuant to Section 4.01, 5.03, 6.01 or 6.02;
(vii) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Section 3.03 and all amounts
required to be deposited by the Company in connection with a shortfall in principal amount of any Qualified
Substitute Mortgage Loan pursuant to Section 3.03;
(viii) with respect to each Principal Prepayment an amount (to be paid by the Company out of its funds) which, when added
to all amounts allocable to interest received in connection with the Principal Prepayment, equals one month's
interest on the amount of principal so prepaid at the Mortgage Loan Remittance Rate;
(ix) any amounts required to be deposited by the Company pursuant to Section 4.11 in connection with the deductible
clause in any blanket hazard insurance policy;
(x) any amounts received with respect to or related to any REO Property and all REO Disposition Proceeds pursuant to
Section 4.16; and
The foregoing requirements for deposit into the Custodial Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the extent
permitted by Section 6.01, need not be deposited by the Company into the Custodial Account. Any interest paid on funds deposited in
the Custodial Account by the depository institution shall accrue to the benefit of the Company and the Company shall be entitled to
retain and withdraw such interest from the Custodial Account pursuant to Section 4.05.
Section 4.05 Permitted Withdrawals From Custodial Account.The Company shall, from time to time, withdraw funds from the Custodial Account for the following purposes:
(i) to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances of the Company's funds made pursuant to Section 5.03, the Company's right
to reimburse itself pursuant to this subclause (ii) being limited to amounts received on the related Mortgage Loan
which represent late payments of principal and/or interest respecting which any such advance was made, it being
understood that, in the case of any such reimbursement, the Company's right thereto shall be prior to the rights of
Purchaser, except that, where the Company is required to repurchase a Mortgage Loan pursuant to Section 3.03 or
6.02, the Company's right to such reimbursement shall be subsequent to the payment to the Purchaser of the
Repurchase Price pursuant to such sections and all other amounts required to be paid to the Purchaser with respect
to such Mortgage Loan;
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(iii) to reimburse itself for unreimbursed Servicing Advances, and for any unpaid Servicing Fees, the Company's right to
reimburse itself pursuant to this subclause (iii) with respect to any Mortgage Loan being limited to related
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and such other amounts as may be collected by the
Company from the Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of any
such reimbursement, the Company's right thereto shall be prior to the rights of Purchaser, except that where the
Company is required to repurchase a Mortgage Loan pursuant to Section 3.03 or 6.02, in which case the Company's
right to such reimbursement shall be subsequent to the payment to the Purchaser of the Repurchase Price pursuant to
such sections and all other amounts required to be paid to the Purchaser with respect to such Mortgage Loan. Upon
Purchaser's request, the Company shall provide documentation supporting the Company's Servicing Advances;
(iv) to pay itself interest on funds deposited in the Custodial Account;
(v) to reimburse itself for expenses incurred and reimbursable to it pursuant to Section 8.01;
(vi) to pay any amount required to be paid pursuant to Section 4.16 related to any REO Property, it being understood
that, in the case of any such expenditure or withdrawal related to a particular REO Property, the amount of such
expenditure or withdrawal from the Custodial Account shall be limited to amounts on deposit in the Custodial Account
with respect to the related REO Property;
(vii) to reimburse itself for any Servicing Advances or REO expenses after liquidation of the Mortgaged Property not
otherwise reimbursed above;
(viii) to remove funds inadvertently placed in the Custodial Account by the Company; and
(ix) to clear and terminate the Custodial Account upon the termination of this Agreement.
In the event that the Custodial Account is interest bearing, on each Remittance Date, the Company shall withdraw all funds
from the Custodial Account except for those amounts which, pursuant to Section 5.01, the Company is not obligated to remit on such
Remittance Date. The Company may use such withdrawn funds only for the purposes described in this Section 4.05.
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Section 4.06 Establishment of and Deposits to Escrow Account.The Company shall segregate and hold all funds collected and received pursuant to a Mortgage Loan constituting Escrow
Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow
Accounts, in the form of time deposit or demand accounts, titled, "Wells Fargo Home Mortgage, Inc., in trust for the Purchaser and/or
subsequent purchasers Residential Mortgage Loans, and various Mortgagors - T & I." The Escrow Accounts shall be established with a
Qualified Depository, in a manner which shall provide maximum available insurance thereunder. Upon request of the Purchaser and
within ten (10) days thereof, the Company shall provide the Purchaser with written confirmation of the existence of such Escrow
Account. Funds deposited in the Escrow Account may be drawn on by the Company in accordance with Section 4.07.
The Company shall deposit in the Escrow Account or Accounts within one (1) Business Days of Company's receipt , and retain
therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any
such items as required under the terms of this Agreement;
(ii) all amounts representing Insurance Proceeds or Condemnation Proceeds which are to be applied to the restoration or
repair of any Mortgaged Property; and
(iii) all payments on account of Buydown Funds.
The Company shall make withdrawals from the Escrow Account only to effect such payments as are required under this
Agreement, as set forth in Section 4.07. The Company shall be entitled to retain any interest paid on funds deposited in the Escrow
Account by the depository institution, other than interest on escrowed funds required by law to be paid to the Mortgagor. To the
extent required by law, the Company shall pay interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account may
be non-interest bearing or that interest paid thereon is insufficient for such purposes.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account or Accounts may be made by the Company only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, mortgage insurance premiums, condominium
charges, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage;
(ii) to reimburse the Company for any Servicing Advances made by the Company pursuant to Section 4.08 with respect to a
related Mortgage Loan, but only from amounts received on the related Mortgage Loan which represent late collections
of Escrow Payments thereunder;
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(iii) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related
Mortgage Loan;
(iv) for transfer to the Custodial Account and application to reduce the principal balance of the Mortgage Loan in
accordance with the terms of the related Mortgage and Mortgage Note;
(v) for application to restoration or repair of the Mortgaged Property in accordance with the procedures outlined in
Section 4.14;
(vi) to pay to the Company, or any Mortgagor to the extent required by law, any interest paid on the funds deposited in
the Escrow Account;
(vii) to remove funds inadvertently placed in the Escrow Account by the Company;
(viii) to remit to Purchaser payments on account of Buydown Funds as applicable; and
(ix) to clear and terminate the Escrow Account on the termination of this Agreement.
Section 4.08 Payment of Taxes, Insurance and Other Charges.
With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the status of ground rents,
taxes, assessments, water rates, sewer rents, and other charges which are or may become a lien upon the Mortgaged Property and the
status of PMI Policy premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the payment
of such charges (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination date,
employing for such purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated by the
Company in amounts sufficient for such purposes, as allowed under the terms of the Mortgage. The Company assumes full responsibility
for the timely payment of all such bills and shall effect timely payment of all such charges irrespective of each Mortgagor's
faithful performance in the payment of same of the making of the Escrow Payments, and the Company shall make advances from its own
funds to effect such payments.
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Section 4.09 Protection of Accounts.The Company may transfer the Custodial Account or the Escrow Account to a different Qualified Depository from time to time
with prior written notice to Purchaser.
Section 4.10 Maintenance of Hazard Insurance.The Company shall cause to be maintained for each Mortgage Loan hazard insurance such that all buildings upon the Mortgaged
Property are insured by an insurer acceptable to Fannie Mae or Freddie Mac against loss by fire, hazards of extended coverage and
such other hazards as are customary in the area where the Mortgaged Property is located, in an amount which is at least equal to the
lesser of (i) the maximum insurable value of the improvements securing such Mortgage Loan and (ii) the greater of (a) the outstanding
principal balance of the Mortgage Loan and (b) an amount such that the proceeds thereof shall be sufficient to prevent the Mortgagor
or the loss payee from becoming a co-insurer. In the event a hazard insurance policy shall be in danger of being terminated, or in
the event the insurer shall cease to be acceptable to Fannie Mae or Freddie Mac, the Company shall notify the Purchaser and the
related Mortgagor, and shall use its best efforts, as permitted by applicable law, to obtain from another qualified insurer a
replacement hazard insurance policy substantially and materially similar in all respects to the original policy. In no event,
however, shall a Mortgage Loan be without a hazard insurance policy at any time, subject only to Section 4.11 hereof.
If upon origination of the Mortgage Loan, the related Mortgaged Property was located in an area identified by the Flood
Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance
policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect with a generally
acceptable insurance carrier acceptable to Fannie Mae or Freddie Mac in an amount representing coverage equal to the lesser of (i)
the minimum amount required, under the terms of coverage, to compensate for any damage or loss on a replacement cost basis (or the
unpaid balance of the mortgage if replacement cost coverage is not available for the type of building insured) and (ii) the maximum
amount of insurance which is available under the Flood Disaster Protection Act of 1973, as amended.
If a Mortgage is secured by a unit in a condominium project, the Company shall verify that the coverage required of the
owner's association, including hazard, flood, liability, and fidelity coverage, is being maintained in accordance with then current
Fannie Mae requirements, and secure from the owner's association its agreement to notify the Company promptly of any change in the
insurance coverage or of any condemnation or casualty loss that may have a material effect on the value of the Mortgaged Property as
security.
In the event that any Purchaser or the Company shall determine that the Mortgaged Property should be insured against loss or
damage by hazards and risks not covered by the insurance required to be maintained by the Mortgagor pursuant to the terms of the
Mortgage, the Company shall communicate and consult with the Mortgagor with respect to the need for such insurance and bring to the
Mortgagor's attention the desirability of protection of the Mortgaged Property.
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All policies required hereunder shall name the Company as loss payee and shall be endorsed with standard or union mortgagee
clauses, without contribution, which shall provide for at least 30 days prior written notice of any cancellation, reduction in amount
or material change in coverage.
The Company shall not interfere with the Mortgagor's freedom of choice in selecting either his insurance carrier or agent,
provided, however, that the Company shall not accept any such insurance policies from insurance companies unless such companies are
acceptable to Fannie Mae and Freddie Mac and are licensed to do business in the jurisdiction in which the Mortgaged Property is
located. The Company shall determine that such policies provide sufficient risk coverage and amounts, that they insure the property
owner, and that they properly describe the property address.
Pursuant to Section 4.04, any amounts collected by the Company under any such policies (other than amounts to be deposited
in the Escrow Account and applied to the restoration or repair of the related Mortgaged Property, or property acquired in liquidation
of the Mortgage Loan, or to be released to the Mortgagor, in accordance with the Company's normal servicing procedures as specified
in Section 4.14) shall be deposited in the Custodial Account subject to withdrawal pursuant to Section 4.05.
Section 4.11 Maintenance of Mortgage Impairment Insurance.
In the event that the Company shall obtain and maintain a blanket policy insuring against losses arising from fire and
hazards covered under extended coverage on all of the Mortgage Loans, then, to the extent such policy provides coverage in an amount
equal to the amount required pursuant to Section 4.10 and otherwise complies with all other requirements of Section 4.10, it shall
conclusively be deemed to have satisfied its obligations as set forth in Section 4.10. The Company shall prepare and make any claims
on the blanket policy as deemed necessary by the Company in accordance with prudent servicing practices. Any amounts collected by
the Company under any such policy relating to a Mortgage Loan shall be deposited in the Custodial Account subject to withdrawal
pursuant to Section 4.05. Such policy may contain a deductible clause, in which case, in the event that there shall not have been
maintained on the related Mortgaged Property a policy complying with Section 4.10, and there shall have been a loss which would have
been covered by such policy, the Company shall deposit in the Custodial Account at the time of such loss the amount not otherwise
payable under the blanket policy because of such deductible clause, such amount to be deposited from the Company's funds, without
reimbursement therefor. Upon request of any Purchaser, the Company shall cause to be delivered to such Purchaser a certified true
copy of such policy and a statement from the insurer thereunder that such policy shall in no event be terminated or materially
modified without 30 days' prior written notice to such Purchaser.
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Section 4.12 Maintenance of Fidelity Bond and Errors and Omissions Insurance.The Company shall maintain with responsible companies, at its own expense, a blanket Fidelity Bond and an Errors and
Omissions Insurance Policy, with broad coverage on all officers, employees or other persons acting in any capacity requiring such
persons to handle funds, money, documents or papers relating to the Mortgage Loans ("Company Employees"). Any such Fidelity Bond and
Errors and Omissions Insurance Policy shall be in the form of the Mortgage Banker's Blanket Bond and shall protect and insure the
Company against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such Company
Employees. Such Fidelity Bond and Errors and Omissions Insurance Policy also shall protect and insure the Company against losses in
connection with the release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured
thereby. No provision of this Section 4.12 requiring such Fidelity Bond and Errors and Omissions Insurance Policy shall diminish or
relieve the Company from its duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and
insurance policy shall be with a company acceptable to Fannie Mae or Freddie Mac and in amounts at least equal to the amounts
acceptable to Fannie Mae or Freddie Mac. Upon the request of any Purchaser, the Company shall cause to be delivered to such
Purchaser a certified true copy of such fidelity bond and insurance policy and a statement from the surety and the insurer that such
fidelity bond and insurance policy shall in no event be terminated or materially modified without 30 days' prior written notice to
the Purchaser.
Section 4.13 Inspections.
If any Mortgage Loan is more than 60 days delinquent, the Company immediately shall inspect the Mortgaged Property and shall
conduct subsequent inspections in accordance with Accepted Servicing Practices or as may be required by the primary mortgage guaranty
insurer. The Company shall keep a record of each such inspection and shall provide the Purchaser with copies of such upon request.
Section 4.14 Restoration of Mortgaged Property.The Company need not obtain the approval of the Purchaser prior to releasing any Insurance Proceeds or Condemnation Proceeds
to the Mortgagor to be applied to the restoration or repair of the Mortgaged Property if such release is in accordance with Accepted
Servicing Practices. For claims greater than $15,000, at a minimum the Company shall comply with the following conditions in
connection with any such release of Insurance Proceeds or Condemnation Proceeds:
(i) The Company shall receive satisfactory independent verification of completion of repairs and issuance of any required
approvals with respect thereto;
(ii) the Company shall take all steps necessary to preserve the priority of the lien of the Mortgage, including, but not
limited to requiring waivers with respect to mechanics' and materialmen's liens;
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(iii) the Company shall verify that the Mortgage Loan is not in default; and
(iv) pending repairs or restoration, the Company shall place the Insurance Proceeds or Condemnation Proceeds in the Escrow
Account.
If the Purchaser is named as an additional loss payee, the Company is hereby empowered to endorse any loss draft issued in
respect of such a claim in the name of the Purchaser.
Section 4.15 Maintenance of PMI Policy; Claims.
With respect to each Mortgage Loan the original LTV of which was 80% or greater, the Company shall, without any cost to the
Purchaser maintain or cause the Mortgagor to maintain in full force and effect a PMI Policy insuring the portion over 78% until
terminated pursuant to the Homeowners Protection Act of 1998, 12 UCS 4901, et seq. In the event that such PMI Policy shall be
terminated other than as required by law, the Company shall obtain from another Qualified Insurer a comparable replacement policy,
with a total coverage equal to the remaining coverage of such terminated PMI Policy. If the insurer shall cease to be a Qualified
Insurer, the Company shall determine whether recoveries under the PMI Policy are jeopardized for reasons related to the financial
condition of such insurer, it being understood that the Company shall in no event have any responsibility or liability for any
failure to recover under the PMI Policy for such reason. If the Company determines that recoveries are so jeopardized, it shall
notify the Purchaser and the Mortgagor, if required, and obtain from another Qualified Insurer a replacement insurance policy. The
Company shall not take any action which would result in noncoverage under any applicable PMI Policy of any loss which, but for the
actions of the Company would have been covered thereunder. In connection with any assumption or substitution agreement entered into
or to be entered into pursuant to Section 6.01, the Company shall promptly notify the insurer under the related PMI Policy, if any,
of such assumption or substitution of liability in accordance with the terms of such PMI Policy and shall take all actions which may
be required by such insurer as a condition to the continuation of coverage under such PMI Policy. If such PMI Policy is terminated
as a result of such assumption or substitution of liability, the Company shall obtain a replacement PMI Policy as provided above.
In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the insurer under any PMI Policy in a timely fashion in accordance with the terms of such PMI Policy and, in
this regard, to take such action as shall be necessary to permit recovery under any PMI Policy respecting a defaulted Mortgage Loan.
Pursuant to Section 4.04, any amounts collected by the Company under any PMI Policy shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05.
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Section 4.16 Title, Management and Disposition of REO Property.
In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold
title to real property in the state where the REO Property is located, or would be adversely affected under the "doing business" or
tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as
shall be consistent with an Opinion of Counsel obtained by the Company from any attorney duly licensed to practice law in the state
where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing
that such title is being held as nominee for the Purchaser.
The Purchaser shall have the option to manage and operate the REO Property provided the Purchaser gives written notice of
its intention to do so within thirty (30) days after such REO Property is acquired in foreclosure or by deed in lieu of foreclosure.
The election by the Purchaser to manage the REO Property shall not constitute a termination of any rights of the Company pursuant to
Section 11.02. Upon the Company's receipt of such written notice, it shall be relived of any obligation to manage, conserve,
protect, operate, dispose or sell the Mortgaged Property for the Purchaser, or its designee. All such duties will become the
obligation of the Purchaser, or its designee. In such connection, upon the Mortgaged Property being acquired on behalf of the
Purchaser, or its designee, the Company shall fully cooperate with Purchaser to transfer management of the REO Property to Purchaser,
or its designee, and shall immediately submit a statement of expenses to the Purchaser for reimbursement within 30 days for all
Monthly Advances and Servicing Advances. If Company does not receive reimbursement of such expenses from the Purchaser within the
30-days of the statement of expenses, Company shall be permitted to withdraw such amount from the Custodial Account pursuant to
Section 4.05.
In the event the Purchaser does not elect to manage an REO Property, the Company shall manage, conserve, protect the related
REO Property for the Purchaser. The Company, either itself or through an agent selected by the Company, shall manage the REO
Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in
the same manner that similar property in the same locality as the REO Property is managed. The Company shall attempt to sell the
same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and
conditions as the Company deems to be in the best interest of the Purchaser.
The Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property
in any event within one year after title has been taken to such REO Property, unless (i) a REMIC election has not been made with
respect to the arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Company determines, and gives
an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO
Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i)
the Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the
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written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall
name the Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate
participation agreement among the Company and Purchaser shall be entered into with respect to such purchase money mortgage.
The Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in amount which is at
least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the
extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required
above.
The disposition of REO Property shall be carried out by the Company at such price, and upon such terms and conditions, as
the Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited
in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Company shall reimburse
itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to Section
5.03. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net
cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser.
The Company shall withdraw the Custodial Account funds necessary for the proper operation management and maintenance of the
REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of
the Company, or the Company itself. The Company shall make monthly distributions on each Remittance Date to the Purchaser of the net
cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in the Section
4.16 and of any reserves reasonably required from time to time to be maintained to satisfy anticipated liabilities for such expenses).
Section 4.17 Real Estate Owned Reports.
Together with the statement furnished pursuant to Section 5.02, the Company shall furnish to the Purchaser on or before the
Remittance Date each month a statement with respect to any REO Property covering the operation of such REO Property for the previous
month and the Company's efforts in connection with the sale of such REO Property and any rental of such REO Property incidental to
the sale thereof for the previous month. That statement shall be accompanied by such other information as the Purchaser shall
reasonably request.
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Section 4.18 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser pursuant to a deed in lieu
of foreclosure, the Company shall submit to the Purchaser a liquidation report with respect to such Mortgaged Property.
Section 4.19 Reports of Foreclosures and Abandonments of Mortgaged Property.
Following the foreclosure sale or abandonment of any Mortgaged Property, the Company shall report such foreclosure or
abandonment as required pursuant to Section 6050J of the Code. The Company shall file information reports with respect to the
receipt of mortgage interest received in a trade or business and information returns relating to cancellation of indebtedness income
with respect to any Mortgaged Property as required by the Code. Such reports shall be in form and substance sufficient to meet the
reporting requirements imposed by the Code.
Section 4.20 Application of Buydown Funds.
With respect to each Buydown Mortgage Loan, the Company shall have deposited into the Escrow Account, no later than the
last day of the month, Buydown Funds in an amount equal to the aggregate undiscounted amount of payments that, when added to the
amount the Mortgagor on such Mortgage Loan is obligated to pay on all Due Dates in accordance with the terms of the Buydown
Agreement, is equal to the full scheduled Monthly Payments which are required to be paid by the Mortgagor under the terms of the
related Mortgage Note (without regard to the related Buydown Agreement as if the Mortgage Loan were not subject to the terms of the
Buydown Agreement). With respect to each Buydown Mortgage Loan, the Company will distribute to the Purchaser on each Remittance an
amount of Buydown Funds equal to the amount that, when added to the amount required to be paid on such date by the related Mortgagor,
pursuant to and in accordance with the related Buydown Agreement, equals the full Monthly Payment that would otherwise be required to
be paid on such Mortgage Loan by the related Mortgagor under the terms of the related Mortgage Note (as if the Mortgage Loan were not
a Buydown Mortgage Loan and without regard to the related Buydown Agreement).
If the Mortgagor on a Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period and the Mortgaged
Property securing such Buydown Mortgage Loan is sold in the liquidation thereof (either by the Company or the insurer under any
related Primary Insurance Policy) the Company shall, on the Remittance Date following the date upon which Liquidation Proceeds or REO
Disposition proceeds are received with respect to any such Buydown Mortgage Loan, distribute to the Purchaser all remaining Buydown
Funds for such Mortgage Loan then remaining in the Escrow Account. Pursuant to the terms of each Buydown Agreement, any amounts
distributed to the Purchaser in accordance with the preceding sentence will be applied to reduce the outstanding principal balance of
the related Buydown Mortgage Loan. If a Mortgagor on a Buydown Mortgage Loan prepays such Mortgage Loan in it entirety during the
related Buydown Period, the Company shall be required to withdraw from the Escrow Account any Buydown Funds remaining in the Escrow
Account with respect to such Buydown Mortgage Loan in accordance with the related Buydown Agreement. If a principal prepayment by a
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Mortgagor on a Buydown Mortgage Loan during the related Buydown Period, together with any Buydown Funds then remaining in the Escrow
Account related to such Buydown Mortgage Loan, would result in a principal prepayment of the entire unpaid principal balance of the
Buydown Mortgage Loan, the Company shall distribute to the Purchaser on the Remittance Date occurring in the month immediately
succeeding the month in which such Principal Prepayment is received, all Buydown Funds related to such Mortgage Loan so remaining in
the Escrow Account, together with any amounts required to be deposited into the Custodial Account.
Section 4.21 Notification of Adjustments.
With respect to each Mortgage Loan, the Company shall adjust the Mortgage Interest Rate on the related Interest Rate
Adjustment Date in compliance with the requirements of applicable law and the related Mortgage and Mortgage Note. The Company shall
execute and deliver any and all necessary notices required under applicable law and the terms of the related Mortgage Note and
Mortgage regarding the Mortgage Interest Rate adjustments. Upon the discovery by the Company or the receipt of notice from the
Purchaser that the Company has failed to adjust a Mortgage Interest Rate in accordance with the terms of the related Mortgage Note,
the Company shall immediately deposit in the Custodial Account from its own funds the amount of any interest loss or deferral caused
the Purchaser thereby.
ARTICLE V
PAYMENTS TO PURCHASER
Section 5.01 Remittances.
On each Remittance Date the Company shall remit by wire transfer of immediately available funds to the Purchaser (a) all
amounts deposited in the Custodial Account as of the close of business on the Determination Date (net of charges against or
withdrawals from the Custodial Account pursuant to Section 4.05), plus (b) all amounts, if any, which the Company is obligated to
distribute pursuant to Section 5.03, minus (c) any amounts attributable to Principal Prepayments received after the applicable
Principal Prepayment Period which amounts shall be remitted on the following Remittance Date, together with any additional interest
required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 4.04(viii);
minus (d) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the first day of the
month of the Remittance Date, and minus (e) any amounts attributable to Buydown Funds being held in the Custodial Account, which
amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts.
With respect to any remittance received by the Purchaser after the Business Day on which such payment was due, the Company
shall pay to the Purchaser interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of
each change, plus three percentage points, but in no event greater than the maximum amount permitted by applicable law. Such
interest shall cover the period commencing with the day following the Business Day such payment was due and ending with the Business
Day on which such payment is made to the Purchaser, both inclusive. Such interest shall be remitted by wire transfer of immediately
available funds within one Business Day following agreement by the Purchaser and the Company of the penalty amount. The payment by
the Company of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the
Company.
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Section 5.02 Statements to Purchaser.
Not later than the Remittance Date, the Company shall furnish to the Purchaser a monthly remittance advice in the standard
form of electronic Alltel® file, as to the period ending on the last day of the preceding month.
Section 5.03 Monthly Advances by Company.
On the Business Day immediately preceding each Remittance Date, the Company shall deposit in the Custodial Account from its
own funds or from amounts held for future distribution an amount equal to all Monthly Payments (with interest adjusted to the
Mortgage Loan Remittance Rate) which were due on the Mortgage Loans during the applicable Due Period and which were delinquent at the
close of business on the immediately preceding Determination Date or which were deferred pursuant to Section 4.01. Any amounts held
for future distribution and so used shall be replaced by the Company by deposit in the Custodial Account on or before any future
Remittance Date if funds in the Custodial Account on such Remittance Date shall be less than payments to the Purchaser required to be
made on such Remittance Date. The Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue through
the last Monthly Payment due prior to the payment in full of the Mortgage Loan, or through the last Remittance Date prior to the
Remittance Date for the distribution of all Liquidation Proceeds and other payments or recoveries (including REO Disposition
Proceeds, Insurance Proceeds and Condemnation Proceeds) with respect to the Mortgage Loan; provided, however, that such obligation
shall cease if the Company determines, in its sole reasonable opinion, that advances with respect to such Mortgage Loan are
non-recoverable by the Company from Liquidation Proceeds, Insurance Proceeds, REO Disposition Proceeds, Condemnation Proceeds, or
otherwise with respect to a particular Mortgage Loan. In the event that the Company determines that any such advances are
non-recoverable, the Company shall provide the Purchaser with a certificate signed by two officers of the Company evidencing such
determination. For purposes of this paragraph, "Rating Agency" shall mean Moody's Investors Services, Inc., Standard & Poor's
Ratings Group, Fitch Investors Services, Inc., or any other nationally recognized statistical credit rating agency.
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ARTICLE VIGENERAL SERVICING PROCEDURESSection 6.01 Transfers of Mortgaged Property.The Company shall use its best efforts to enforce any "due-on-sale" provision contained in any Mortgage or Mortgage Note and
to deny assumption by the person to whom the Mortgaged Property has been or is about to be sold whether by absolute conveyance or by
contract of sale, and whether or not the Mortgagor remains liable on the Mortgage and the Mortgage Note. When the Mortgaged Property
has been conveyed by the Mortgagor, the Company shall, to the extent it has knowledge of such conveyance, immediately notify the
Purchaser and exercise its rights to accelerate the maturity of such Mortgage Loan under the "due-on-sale" clause applicable thereto,
provided, however, that the Company shall not exercise such rights if prohibited by law from doing so or if the exercise of such
rights would impair or threaten to impair any recovery under the related PMI Policy, if any.
If the Company reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, the Company shall
enter into (i) an assumption and modification agreement with the person to whom such property has been conveyed, pursuant to which
such person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event the Company
is unable under applicable law to require that the original Mortgagor remain liable under the Mortgage Note and the Company has the
prior consent of the primary mortgage guaranty insurer, a substitution of liability agreement with the purchaser of the Mortgaged
Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is
substituted as Mortgagor and becomes liable under the Mortgage Note. If an assumption fee is collected by the Company for entering
into an assumption agreement the fee will be retained by the Company as additional servicing compensation. In connection with any
such assumption, neither the Mortgage Interest Rate borne by the related Mortgage Note, the term of the Mortgage Loan, the
outstanding principal amount of the Mortgage Loan nor any other materials terms shall be changed without Purchaser's consent.
To the extent that any Mortgage Loan is assumable, the Company shall inquire diligently into the credit worthiness of the
proposed transferee, and shall use the underwriting criteria for approving the credit of the proposed transferee which are used with
respect to underwriting mortgage loans of the same type as the Mortgage Loans. If the credit of the proposed transferee does not
meet such underwriting criteria, the Company diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by
applicable law, accelerate the maturity of the Mortgage Loan.
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Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Company shall notify the Purchaser in the Monthly Remittance Advice as provided
in Section 5.02, and may request the release of any Mortgage Loan Documents.
If the Company satisfies or releases a Mortgage without first having obtained payment in full of the indebtedness secured by
the Mortgage or should the Company otherwise prejudice any rights the Purchaser may have under the mortgage instruments, upon written
demand of the Purchaser, the Company shall repurchase the related Mortgage Loan at the Repurchase Price by deposit thereof in the
Custodial Account within 2 Business Days of receipt of such demand by the Purchaser. The Company shall maintain the Fidelity Bond
and Errors and Omissions Insurance Policy as provided for in Section 4.12 insuring the Company against any loss it may sustain with
respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.
Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Company shall be entitled to withdraw from the Custodial Account or to
retain from interest payments on the Mortgage Loans the amount of its Servicing Fee. The Servicing Fee shall be payable monthly and
shall be computed on the basis of the same unpaid scheduled principal balance and for the period respecting which any related
interest payment on a Mortgage Loan is computed. The obligation of the Purchaser to pay the Servicing Fee is limited to, and payable
solely from, the interest portion of such Monthly Payments.
Additional servicing compensation in the form of assumption fees, to the extent provided in Section 6.01, and late payment
charges shall be retained by the Company to the extent not required to be deposited in the Custodial Account. The Company shall be
required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to
reimbursement thereof except as specifically provided for herein.
Section 6.04 Annual Statement as to Compliance.The Company shall deliver to the Purchaser, on or before March 15, each year beginning March 15, 2003, an Officer's
Certificate, stating that (i) a review of the activities of the Company during the preceding calendar year and of performance under
this Agreement or similar agreements has been made under such officer's supervision, and (ii) to the best of such officer's
knowledge, based on such review, the Company has fulfilled all its obligations under this Agreement throughout such year, or, if
there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature
and status thereof and the action being taken by the Company to cure such default.
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Section 6.05 Annual Independent Public Accountants' Servicing Report.
On or before March 15, of each year beginning March 15, 2003, the Company, at its expense, shall cause a firm of independent
public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to each
Purchaser to the effect that such firm has examined certain documents and records relating to the servicing of the mortgage loans
similar in nature and that such firm is of the opinion that the provisions of this or similar Agreements have been complied with,
and that, on the basis of such examination conducted substantially in compliance with the Single Attestation Program for Mortgage
Bankers, nothing has come to their attention which would indicate that such servicing has not been conducted in compliance therewith,
except for (i) such exceptions as such firm shall believe to be immaterial, and (ii) such other exceptions as shall be set forth in
such statement. By providing Purchaser a copy of a Uniform Single Attestation Program Report from their independent public
accountant's on an annual basis, Company shall be considered to have fulfilled its obligations under this Section 6.05.
Section 6.06 Right to Examine Company Records.
The Purchaser, or its designee, shall have the right to examine and audit any and all of the books, records, or other
information of the Company, whether held by the Company or by another on its behalf, with respect to or concerning this Agreement or
the Mortgage Loans, during business hours or at such other times as may be reasonable under applicable circumstances, upon reasonable
advance notice. The Purchaser shall pay its own travel expenses associated with such examination.
Section 6.07 Compliance with REMIC Provisions.
If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Property are held,
the Company shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action
that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or
(ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on "prohibited transactions" as defined
Section 860 (a) (2) of the Code and the tax on "contributions" to a REMIC set forth in Section 860(d) of the Code) unless the Company
has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated
action will not endanger such REMIC status or result in the imposition of any such tax.
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ARTICLE VIICOMPANY TO COOPERATE
Section 7.01 Provision of Information.
During the term of this Agreement, the Company shall furnish to the Purchaser such periodic, special, or other reports or
information, and copies or originals of any documents contained in the Servicing File for each Mortgage Loan provided for herein.
All other special reports or information not provided for herein as shall be necessary, reasonable, or appropriate with respect to
the Purchaser or any regulatory agency will be provided at the Purchaser's expense. All such reports, documents or information shall
be provided by and in accordance with all reasonable instructions and directions which the Purchaser may give.
The Company shall execute and deliver all such instruments and take all such action as the Purchaser may reasonably request
from time to time, in order to effectuate the purposes and to carry out the terms of this Agreement.
Section 7.02 Financial Statements; Servicing Facility.
In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective Purchaser a Consolidated
Statement of Operations of the Company for the most recently completed two fiscal years for which such a statement is available, as
well as a Consolidated Statement of Condition at the end of the last two fiscal years covered by such Consolidated Statement of
Operations. The Company also shall make available any comparable interim statements to the extent any such statements have been
prepared by or on behalf of the Company (and are available upon request to members or stockholders of the Company or to the public at
large).
The Company also shall make available to Purchaser or prospective Purchaser a knowledgeable financial or accounting officer
for the purpose of answering questions respecting recent developments affecting the Company or the financial statements of the
Company, and to permit any prospective Purchaser to inspect the Company's servicing facilities for the purpose of satisfying such
prospective Purchaser that the Company has the ability to service the Mortgage Loans as provided in this Agreement.
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ARTICLE VIIITHE COMPANYSection 8.01 Indemnification; Third Party Claims.The Company shall indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the
Purchaser may sustain in any way related to the failure of the Company to perform its duties and service the Mortgage Loans in strict
compliance with the terms of this Agreement. The Company immediately shall notify the Purchaser if a claim is made by a third party
with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Purchaser) the defense of any
such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or the Purchaser in respect of such claim. The Company shall follow any written
instructions received from the Purchaser in connection with such claim. The Purchaser promptly shall reimburse the Company for all
amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Company's
indemnification pursuant to Section 3.03, or the failure of the Company to service and administer the Mortgage Loans in strict
compliance with the terms of this Agreement.
Section 8.02 Merger or Consolidation of the Company.The Company shall keep in full effect its existence, rights and franchises as a corporation, and shall obtain and preserve
its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary
to protect the validity and enforceability of this Agreement or any of the Mortgage Loans and to perform its duties under this
Agreement.
Any person into which the Company may be merged or consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any Person succeeding to the business of the Company, shall be the successor
of the Company hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding, provided, however, that the successor or surviving Person shall be an institution
which is a Fannie Mae/Freddie Mac-approved company in good standing and has a net worth of no less than $25 million. Furthermore, in
the event the Company transfers or otherwise disposes of all or substantially all of its assets to an affiliate of the Company, such
affiliate shall satisfy the condition above, and shall also be fully liable to the Purchaser for all of the Company's obligations and
liabilities hereunder.
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Section 8.03 Limitation on Liability of Company and Others.
Neither the Company nor any of the directors, officers, employees or agents of the Company shall be under any liability to
the Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment, provided, however, that this provision shall not protect the Company or any such person against any breach of
warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set
forth in this Agreement or any other liability which would otherwise be imposed under this Agreement. The Company and any director,
officer, employee or agent of the Company may rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Company shall not be under any obligation to appear in,
prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this
Agreement and which in its opinion may involve it in any expense or liability, provided, however, that the Company may, with the
consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the
rights and duties of the parties hereto. In such event, the Company shall be entitled to reimbursement from the Purchaser of the
reasonable legal expenses and costs of such action.
Section 8.04 Limitation on Resignation and Assignment by Company.
The Purchaser has entered into this Agreement with the Company and subsequent Purchaser will purchase the Mortgage Loans in
reliance upon the independent status of the Company, and the representations as to the adequacy of its servicing facilities, plant,
personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore, the
Company shall neither assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion
hereof or sell or otherwise dispose of all of its property or assets without the prior written consent of the Purchaser, which
consent shall not be unreasonably withheld.
The Company shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Company
and the Purchaser or upon the determination that its duties hereunder are no longer permissible under applicable law and such
incapacity cannot be cured by the Company. Any such determination permitting the resignation of the Company shall be evidenced by an
Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and substance acceptable to
the Purchaser. No such resignation shall become effective until a successor shall have assumed the Company's responsibilities and
obligations hereunder in the manner provided in Section 12.01.
Without in any way limiting the generality of this Section 8.04, in the event that the Company either shall assign this
Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof or sell or otherwise
dispose of all or substantially all of its property or assets, without the prior written consent of the Purchaser, then the Purchaser
shall have the right to terminate this Agreement upon notice given as set forth in Section 10.01, without any payment of any penalty
or damages and without any liability whatsoever to the Company or any third party.
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ARTICLE IXPASS-THROUGH TRANSFER
Section 9.01 Removal of Mortgage Loans from Inclusion Under this Agreement Upon the Pass-Through
The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, the Purchaser, at its sole
option, shall effect up to four Whole Loan Transfers or Pass-Through Transfers, retaining the Company as the servicer thereof or
subservicer if a master servicer is employed, or as applicable the "seller/servicer." On the Reconstitution Date, the Mortgage Loans
transferred shall cease to be covered by this Agreement; provided, however, that, in the event that any Mortgage Loan transferred
pursuant to this Section 9 is rejected by the transferee, the Company shall continue to service such rejected Mortgage Loan on behalf
of the Purchaser in accordance with the terms and provisions of this Agreement.
The Company shall cooperate with the Purchaser in connection with each Whole Loan Transfer or Pass-Through Transfer in
accordance with this Section 9. In connection therewith the Company shall:
(a) make all representations and warranties with respect to the Mortgage Loans as of the Closing Date and with respect
to the Company itself as of the closing date of each Whole Loan Transfer or Pass-Through Transfer;
(b) negotiate in good faith and execute any seller/servicer agreements required by the shelf registrant to effectuate
the foregoing provided such agreements create no greater obligation or cost on the part of the Company than
otherwise set forth in this Agreement;
(c) provide as applicable:
(i) any and all information and appropriate verification of information which may be reasonably available to
the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser shall
request;
(ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and
certificates of public officials or officers of the Company as are reasonably believed necessary by the
trustee, any rating agency or the Purchaser, as the case may be, in connection with such Whole Loan
Transfers or Pass-Through Transfers. The Purchaser shall pay all third party costs associated with the
preparation of such information. The Company shall execute any seller/servicer agreements required within
a reasonable period of time after receipt of such seller/servicer agreements which time shall be sufficient
for the Seller and Seller's counsel to review such seller/servicer agreements. Under this Agreement, the
Company shall retain a servicing fee at a rate per annum equal to no less than 0.3750 % per Mortgage Loan;
and
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(d) indemnify the Purchaser for any material misstatements contained in the information provided pursuant to (c) above.
In the event the Purchaser has elected to have the Company hold record title to the Mortgages, prior to the Reconstitution
Date the Company shall prepare an Assignment in blank or to the trustee from the Company acceptable to the trustee for each Mortgage
Loan that is part of the Whole Loan Transfers or Pass-Through Transfers. The Company shall pay all preparation and recording costs
associated with the initial Assignment of Mortgage. The Company shall execute each Assignment, track such Assignments to ensure they
have been recorded and deliver them as required by the trustee upon the Company's receipt thereof. Additionally, the Company shall
prepare and execute, at the direction of the Purchaser, any note endorsements in connection with any and all seller/servicer
agreements.
All Mortgage Loans not sold or transferred pursuant to Whole Loan Transfers or Pass-Through Transfers shall remain subject
to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this
Agreement shall remain in full force and effect.
ARTICLE XDEFAULTSection 10.01 Events of Default.
Each of the following shall constitute an Event of Default on the part of the Company:
(i) any failure by the Company to remit to the Purchaser any payment required to be made under the terms of this
Agreement which continues unremedied for a period of two Business Days after the date upon which written notice of
such failure, requiring the same to be remedied, shall have been given to the Company by the Purchaser; or
(ii) failure by the Company duly to observe or perform in any material respect any other of the covenants or agreements
on the part of the Company set forth in this Agreement or in the Custodial Agreement which continues unremedied for
a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall
have been given to the Company by the Purchaser or by the Custodian; or
(iii) failure by the Company to maintain its license to do business in any jurisdiction where the Mortgaged Property is
located if such license is required; or
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(iv) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt, including bankruptcy, marshaling of
assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been
entered against the Company and such degree or order shall have remained in force undischarged or unstayed for a
period of 60 days; or
(v) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Company or
of or relating to all or substantially all of its property; or
(vi) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to
take advantage of any applicable insolvency, bankruptcy or reorganization statute, make an assignment for the
benefit of its creditors, voluntarily suspend payment of its obligations or cease its normal business operations; or
(vii) the Company ceases to meet the qualifications of a Fannie Mae/Freddie Mac servicer; or
(viii) the Company attempts to assign its right to servicing compensation hereunder or to assign this Agreement or the
servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof in violation of
Section 8.04.
In each and every such case, so long as an Event of Default shall not have been remedied, in addition to whatever rights the
Purchaser may have at law or equity to damages, including injunctive relief and specific performance, the Purchaser, by notice in
writing to the Company, may terminate all the rights and obligations of the Company under this Agreement and in and to the Mortgage
Loans and the proceeds thereof.
Upon receipt by the Company of such written notice, all authority and power of the Company under this Agreement, whether
with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section 12.01.
Upon written request from any Purchaser, the Company shall prepare, execute and deliver to the successor entity designated by the
Purchaser any and all documents and other instruments, place in such successor's possession all Mortgage Files, and do or cause to be
done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not
limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Company's sole expense.
The Company shall cooperate with the Purchaser and such successor in effecting the termination of the Company's responsibilities and
rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which
shall at the time be credited by the Company to the Custodial Account or Escrow Account or thereafter received with respect to the
Mortgage Loans.
Section 10.02 Waiver of Defaults.
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By a written notice, the Purchaser may waive any default by the Company in the performance of its obligations hereunder and
its consequences. Upon any waiver of a past default, such default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other
default or impair any right consequent thereon except to the extent expressly so waived.
ARTICLE XITERMINATIONSection 11.01 Termination.
This Agreement shall terminate upon either: (i) the later of the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or the disposition of any REO Property with respect to the last Mortgage Loan and the
remittance of all funds due hereunder; or (ii) mutual consent of the Company and the Purchaser in writing.
Section 11.02 Termination Without Cause.
The Purchaser may terminate, at its sole option, any rights the Company may have hereunder, without cause as provided in
this Section 11.02. Any such notice of termination shall be in writing and delivered to the Company by registered mail as provided
in Section 12.05.
The Company shall be entitled to receive, as such liquidated damages, upon the transfer of the servicing rights, an amount
equal to: (i) 2.75% of the aggregate outstanding principal amount of the Mortgage Loans as of the termination date paid by the
Purchaser to the Company with respect to all of the Mortgage Loans for which a servicing fee rate of .25% is paid per annum, (ii)
3.25% of the aggregate outstanding principal amount of the Mortgage Loans as of the termination date paid by the Purchaser to the
Company with respect to all of the Mortgage Loans for which a servicing fee rate of .375% is paid per annum, and (iii) 3.75% of the
aggregate outstanding principal amount of the Mortgage Loans as of the termination date paid by the Purchaser to the Company with
respect to all of the Mortgage Loans for which a servicing fee rate of .44% is paid per annum.
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ARTICLE XIIMISCELLANEOUS PROVISIONSSection 12.01 Successor to Company.
Prior to termination of the Company's responsibilities and duties under this Agreement pursuant to Sections 8.04, 10.01,
11.01 (ii) or pursuant to Section 11.02 the Purchaser shall, (i) succeed to and assume all of the Company's responsibilities, rights,
duties and obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 8.02 and
which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement
prior to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such
appointment and assumption, the Purchaser may make such arrangements for the compensation of such successor out of payments on
Mortgage Loans as it and such successor shall agree. In the event that the Company's duties, responsibilities and liabilities under
this Agreement should be terminated pursuant to the aforementioned sections, the Company shall discharge such duties and
responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the
same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever
that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Company
pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section
12.01 and shall in no event relieve the Company of the representations and warranties made pursuant to Sections 3.01 and 3.02 and the
remedies available to the Purchaser under Section 3.03, it being understood and agreed that the provisions of such Sections 3.01,
3.02, and 3.03 shall be applicable to the Company notwithstanding any such sale, assignment, resignation or termination of the
Company, or the termination of this Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Purchaser an
instrument accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 3.01,
except for subsections (h), (i) and (k) thereof, whereupon such successor shall become fully vested with all the rights, powers,
duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this
Agreement. Any termination or resignation of the Company or termination of this Agreement pursuant to Section 8.04, 10.01, 11.01 or
11.02 shall not affect any claims that any Purchaser may have against the Company arising out of the Company's actions or failure to
act prior to any such termination or resignation.
The Company shall deliver promptly to the successor servicer the funds in the Custodial Account and Escrow Account and all
Mortgage Files and related documents and statements held by it hereunder and the Company shall account for all funds and shall
execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in
the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company.
54
Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Purchaser of such appointment in
accordance with the procedures set forth in Section 12.05.
Section 12.02 Amendment.
This Agreement may be amended from time to time by written agreement signed by the Company and the Purchaser.
Section 12.03 Governing Law.
This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such laws.
Each of the Company and the Purchaser hereby knowingly, voluntarily and intentionally waives any and all rights it may have
to a trial by jury in respect or any litigation based on, or arising out of, under, or in connection with, this Agreement, or any
other documents and instruments executed in connection herewith, or any course of conduct, course of dealing, statements (whether
oral or written), or actions of the Company or the Purchaser. This provision is a material inducement for the Purchaser to enter
into this Agreement.
Section 12.04 Duration of Agreement.
This Agreement shall continue in existence and effect until terminated as herein provided. This Agreement shall continue
notwithstanding transfers of the Mortgage Loans by the Purchaser.
Section 12.05 Notices.
All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, postage prepaid, addressed as follows:
(i) if to the Company with respect to servicing and investor reporting issues:
Wells Fargo Home Mortgage, Inc.
1 Home Campus
Des Moines, Iowa50328-0001
Attention: John B. Brown, MAC X2401-042
If to the Company with respect to all other issues:
Wells Fargo Home Mortgage, Inc.
7485 New Horizon Way, Building 3
Frederick, MD21703
Attention: Trisha Lowe, MAC X3901-016
55
In each instance with a copy to:
Wells Fargo Home Mortgage, Inc.
1 Home Campus
Des Moines, Iowa50328-0001
Attention: General Counsel, MAC X2401-06T
or such other address as may hereafter be furnished to the Purchaser in writing by the Company;
56
(ii) if to Purchaser:
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Dr., Suite 200
Irving, TX75038
Attention: Ralene Ruyle
With a copy to:
Bear Stearns Mortgage Capital Corp.
383 Madison Avenue
New York, NY10179
Attention: Baron SilversteinSection 12.06 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be held invalid for any reason
whatsoever, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this
Agreement.
Section 12.07 Relationship of Parties.
Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties hereto
and the services of the Company shall be rendered as an independent contractor and not as agent for the Purchaser.
Section 12.08 Execution; Successors and Assigns.
This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts,
each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same
agreement. Subject to Section 8.04, this Agreement shall inure to the benefit of and be binding upon the Company and the Purchaser
and their respective successors and assigns.
Section 12.09 Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, each of the Assignments of Mortgage is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the Mortgaged
Properties are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected at the
Company's expense in the event recordation is either necessary under applicable law or requested by the Purchaser at its sole option.
57
Section 12.10 Assignment by Purchaser.
The Purchaser shall have the right, without the consent of the Company but subject to the limit set forth in Section 2.02
hereof, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and
designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment and Assumption Agreement
substantially in the form attached as Exhibit D and the assignee or designee shall accede to the rights and obligations hereunder of
the Purchaser with respect to such Mortgage Loans. All references to the Purchaser in this Agreement shall be deemed to include its
assignee or designee.
Section 12.11 Solicitation of Mortgagor.
The Purchaser, its affiliates, successors or assigns shall not, without the prior written consent of the Company, take any
action to solicit or make direct contact with the Mortgagor under any Mortgage Loan except to the extent required by the Company's
breach of this Agreement or as required under applicable law or regulatory authority. It is understood and agreed that promotions
undertaken by the Purchaser which are directed to the general public at large, including, without limitation, mass mailings based
upon commercially acquired mailing lists, newspaper, radio, television advertisements or from servicing needs of a Mortgagor who,
without solicitation, contacts the Purchaser, shall not constitute solicitation under this Section. Notwithstanding any provision of
this Agreement to the contrary, in the event the Purchaser, its affiliates, successors or assigns fails to obtain such written
consent, the Company shall be entitled, in its sole discretion, to terminate its obligations and duties under this Agreement. Upon
transfer of the servicing rights and obligations under this Agreement to the Purchaser or Purchaser's designee, the Company shall be
entitled to receive as liquidated damages, an amount equal to: (i) 2.75% of the aggregate outstanding principal amount of the
Mortgage Loans as of the termination date paid by the Purchaser to the Company with respect to all of the Mortgage Loans for which a
servicing fee rate of .25% is paid per annum, (ii) 3.25% of the aggregate outstanding principal amount of the Mortgage Loans as of
the termination date paid by the Purchaser to the Company with respect to all of the Mortgage Loans for which a servicing fee rate of
..375% is paid per annum, and (iii) 3.75% of the aggregate outstanding principal amount of the Mortgage Loans as of the termination
date paid by the Purchaser to the Company with respect to all of the Mortgage Loans for which a servicing fee rate of .44% is paid
per annum.
The Company agrees that, after the Closing Date, it will not take any action to solicit the refinancing of any Mortgage
Loan. It is understood and agreed that promotions undertaken by the Company or any affiliate of the Company which are directed to
the general public at large, including, without limitation, mass mailings based upon commercially acquired mailing lists, newspaper,
radio, television advertisements or from servicing the refinancing needs of a Mortgagor who, without solicitation, contacts Company
in connection with the refinance of such Mortgage or Mortgage Loan, shall not constitute solicitation under this Section.
Notwithstanding anything to the contrary, this Section shall not prohibit the Company from soliciting any Mortgagor to provide other
services including but not limited to credit cards, insurance investments and banking related services.
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[Intentionally Blank - Next Page Signature Page]
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IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION WELLS FARGO HOME MORTGAGE, INC.
Purchaser Company
By:___________________________________ By:___________________________________
Name:_________________________________ Name:_________________________________
Title:________________________________ Title:________________________________
60
STATE OF )
) ss:
COUNTY OF ___________ )
On the _____ day of _______________, 20___ before me, a Notary Public in and for said State, personally appeared
, known to me to be of Wells Fargo Home Mortgage, Inc., the corporation
that executed the within instrument and also known to me to be the person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the day and year in this certificate first above
written.
____________________________________________
Notary Public
My Commission expires_______________________
61
STATE OF )
) ss:
COUNTY OF )
On the _____ day of _______________, 20___ before me, a Notary Public in and for said State, personally appeared
_____________________________________, known to me to be the ______________________________ of ______________________________, the
corporation that executed the within instrument and also known to me to be the person who executed it on behalf of said corporation,
and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the day and year in this certificate first above
written.
____________________________________________
Notary Public
My Commission expires_______________________
62
EXHIBIT B
CONTENTS OF EACH MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available
for inspection by the Purchaser and any prospective Purchaser, and which shall be retained by the Company in the Servicing File or
delivered to the Custodian pursuant to Sections 2.01 and 2.03 of the Seller's Warranties and the Servicing Agreement to which this
Exhibit is attached (the "Agreement"):
1. The original Mortgage Note bearing all intervening endorsements, endorsed "Pay to the order of without
recourse" and signed in the name of the Company by an authorized officer (in the event that the Mortgage Loan was
acquired by the Company in a merger, the signature must be in the following form: "[Company], successor by merger
to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while
doing business under another name, the signature must be in the following form: "[Company], formerly know as
[previous name]").
2. The original of any guarantee executed in connection with the Mortgage Note (if any).
3. The original Mortgage, with evidence of recording thereon or a certified true and correct copy of the Mortgage sent
for recordation. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the
original Mortgage with evidence of recording thereon on or prior to the Closing Date because of a delay caused by
the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been
lost or because such public recording office retains the original recorded Mortgage, the Company shall deliver or
cause to be delivered to the Custodian, a photocopy of such Mortgage, together with (i) in the case of a delay
caused by the public recording office, an Officer's Certificate of the Company stating that such Mortgage has been
dispatched to the appropriate public recording office for recordation and that the original recorded Mortgage or a
copy of such Mortgage certified by such public recording office to be a true and complete copy of the original
recorded Mortgage will be promptly delivered to the Custodian upon receipt thereof by the Company; or (ii) in the
case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a
Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public
recording office or by the title insurance company that issued the title policy to be a true and complete copy of
the original recorded Mortgage.
4. the originals or certified true copies of any document sent for recordation of all assumption, modification,
consolidation or extension agreements, with evidence of recording thereon.
5. The original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording (except
for the insertion of the name of the assignee and recording information). The Assignment of Mortgage must be duly
recorded only if recordation is either necessary under applicable law or commonly required by private institutional
mortgage investors in the area where the Mortgaged Property is located or on direction of the Purchaser as provided
in the Custodial Agreement. If the Assignment of Mortgage is to be recorded, the Mortgage shall be assigned to the
Purchaser. If the Assignment of Mortgage is not to be recorded, the Assignment of Mortgage shall be delivered in
blank. If the Mortgage Loan was acquired by the Company in a merger, the Assignment of Mortgage must be made by
"[Company], successor by merger to [name of predecessor]." If the Mortgage Loan was acquired or originated by the
Company while doing business under another name, the Assignment of Mortgage must be by "[Company], formerly know as
[previous name]."
6. Originals or certified true copies of documents sent for recordation of all intervening assignments of the Mortgage
with evidence of recording thereon, or if any such intervening assignment has not been returned from the applicable
recording office or has been lost or if such public recording office retains the original recorded assignments of
mortgage, the Company shall deliver or cause to be delivered to the Custodian, a photocopy of such intervening
assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate
of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public
recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of
such intervening assignment of mortgage certified by the appropriate public recording office or by the title
insurance company that issued the title policy to be a true and complete copy of the original recorded intervening
assignment of mortgage will be promptly delivered to the Custodian upon receipt thereof by the Company; or (ii) in
the case of an intervening assignment where a public recording office retains the original recorded intervening
assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a
copy of such intervening assignment certified by such public recording office to be a true and complete copy of the
original recorded intervening assignment.
7. The original PMI Policy or certificate of insurance, where required pursuant to the Agreement.
8. The original mortgagee policy of title insurance or evidence of title.
9. Any security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.
10. Original power of attorney. if applicable.
2
With respect to each Mortgage Loan, the Mortgage File shall include each of the following items to the extent in the possession of
the Company or in the possession of the Company's agent(s):
11. The original hazard insurance policy and, if required by law, flood insurance policy, in accordance with Section
4.10 of the Agreement.
12. Residential loan application.
13. Mortgage Loan closing statement.
14. Verification of employment and income, unless originated under the Company's Limited Documentation program, Fannie
Mae Timesaver Plus.
15. Verification of acceptable evidence of source and amount of down payment.
16. Credit report on the Mortgagor.
17. Residential appraisal report.
18. Photograph of the Mortgaged Property.
19. Survey of the Mortgage property, if required by the title company or applicable law.
20. Copy of each instrument necessary to complete identification of any exception set forth in the exception schedule in
the title policy, i.e. map or plat, restrictions, easements, sewer agreements, home association declarations, etc.
21. All required disclosure statements.
22. If available, termite report, structural engineer's report, water potability and septic certification.
23. Sales contract, if applicable.
24. Evidence of payment of taxes and insurance premiums, insurance claim files, correspondence, current and historical
computerized data files, and all other processing, underwriting and closing papers and records which are customarily
contained in a mortgage loan file and which are required to document the Mortgage Loan or to service the Mortgage
Loan.
25. Amortization schedule, if available.
26. Payment history for any Mortgage Loan that has been closed for more than 90 days.
3
In the event an Officer's Certificate of the Company is delivered to the Custodian because of a delay caused by the public
recording office in returning any recorded document, the Company shall deliver to the Custodian, within 240 days of the Closing Date,
an Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered
to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by
the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable
recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the applicable
recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested form the
Purchaser, which consent shall not be unreasonably withheld.
4
EXHIBIT C
CUSTODIAL AGREEMENT
EXHIBIT D
ASSIGNMENT AND ASSUMPTION
____________, 20__
ASSIGNMENT AND ASSUMPTION, dated ___________________, 20____ between _________________, a _________________ corporation
having an office at _________________ ("Assignor") and _________________, having an office at _________________ ("Assignee"):
For and in consideration of the sum of one dollar ($1.00) and other valuable consideration the receipt and sufficiency of
which are hereby acknowledge, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:
1. The Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor, as
Purchaser, in, to and under that certain Seller's Warranties and Servicing Agreement, (the "Seller's Warranties and ServicingAgreement"), dated as of _________________, by and between _________________ (the "Purchaser"), and _________________ (the
"Company"), and the Mortgage Loans delivered thereunder by the Company to the Assignor, and that certain Custodial Agreement, (the
"Custodial Agreement"), dated as of _________________, by and among the Company, the Purchaser and _________________ (the
"Custodian").
2. The Assignor warrants and represents to, and covenants with, the Assignee that:
a. The Assignor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans
free from any and all claims and encumbrances whatsoever;
b. The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other
defenses available to the Company with respect to the Seller's Warranties and Servicing Agreement or the Mortgage Loans;
c. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification
of, the Seller's Warranties and Servicing Agreement, the Custodial Agreement or the Mortgage Loans, including without limitation the
transfer of the servicing obligations under the Seller's Warranties and Servicing Agreement. The Assignor has no knowledge of, and
has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under,
the Seller's Warranties and Servicing Agreement or the Mortgage Loans; and
d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise
disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar
security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any
other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any
other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933
(the "33 Act") or which would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require
registration pursuant thereto.
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3. That Assignee warrants and represent to, and covenants with, the Assignor and the Company pursuant to Section 12.10
of the Seller's Warranties and Servicing Agreement that:
a. The Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the
Seller's Warranties and Servicing Agreement, the Mortgage Loans and the Custodial Agreement, and from and after the date hereof, the
Assignee assumes for the benefit of each of the Company and the Assignor all of the Assignor's obligations as purchaser thereunder;
b. The Assignee understands that the Mortgage Loans have not been registered under the 33 Act or the
securities laws of any state;
c. The purchase price being paid by the Assignee for the Mortgage Loans are in excess of $250,000.00 and will
be paid by cash remittance of the full purchase price within 60 days of the sale;
d. The Assignee is acquiring the Mortgage Loans for investment for its own account only and not for any other
person. In this connection, neither the Assignee nor any person authorized to act therefor has offered to Mortgage Loans by means of
any general advertising or general solicitation within the meaning of Rule 502(c) of US Securities and Exchange Commission Regulation
D, promulgated under the 1933 Act;
e. The Assignee considers itself a substantial sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage
Loans;
f. The Assignee has been furnished with all information regarding the Mortgage Loans that it has requested
from the Assignor or the Company;
g. Neither the Assignee nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise
disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar
security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any
other similar security with, any person in any manner which would constitute a distribution of the Mortgage Loans under the 33 Act or
which would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage
Loans; and
h. Either (1) the Assignee is not an employee benefit plan ("Plan") within the meaning of section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") or a plan (also "Plan") within the meaning of section
4975(e)(1) of the Internal Revenue Code of 1986 ("Code"), and the Assignee is not directly or indirectly purchasing the Mortgage
Loans on behalf of, investment manager of, as named fiduciary of, as Trustee of, or with assets of, a Plan; or (2) the Assignee's
purchase of the Mortgage Loans will not result in a prohibited transaction under section 406 of ERISA or section 4975 of the Code.
i. The Assignee's address for purposes of all notices and correspondence related to the Mortgage Loans and the
Seller's Warranties and Servicing Agreements is:
______________________________________
2
______________________________________
______________________________________
Attention: _________________
The Assignee's wire transfer instructions for purposes of all remittances and payments related to the Mortgage Loans and the
Seller's Warranties and Servicing Agreement is:
______________________________________
______________________________________
______________________________________
Attention: _________________
[Signatures Follow]
3
IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption to be executed by their duly authorized officers
as of the date first above written.
_______________________________ ____________________________________________
Assignor Assignee
By:____________________________ By:_________________________________________
Name:__________________________ Name:_______________________________________
Its:___________________________ Its:________________________________________
Tax Payer Identification No.: Tax Payer Identification No.:
________________________________ ____________________________________________
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MORTGAGE LOAN PURCHASE AGREEMENT
This is a Purchase Agreement (the "Agreement"), dated as of November 1, 2002 by and between EMC Mortgage Corporation, having
an office at 245 Park Avenue, New York, NY10167 (the "Purchaser") and Wells Fargo Home Mortgage, Inc., having an office at 1 Home
Campus, Des Moines, Iowa50328-0001 (the "Seller").
W I T N E S S E T H
WHEREAS, the Seller agrees to sell, and the Purchaser agrees to purchase, certain conventional residential adjustable rate
mortgage loans (the "Mortgage Loans") on a servicing retained basis as described herein:
WHEREAS, the Mortgage Loans shall be delivered as whole loans;
WHEREAS, the parties intend hereby to set forth the terms and conditions upon which the proposed transactions will be
effected.
NOW THEREFORE, in consideration of the promises and the mutual agreements set forth herein, the parties hereto agree as
follows:
SECTION 1. All capitalized terms not otherwise defined herein have the respective meanings set forth in the Seller's
Warranties and Servicing Agreement, dated as of the date herewith (the "Seller's Warranties and Servicing Agreement"). The following
terms are defined as follows (except as otherwise agreed by the parties):
Cut-off Date:November 1, 2002Closing Date:November 27, 2002
First Remittance Date: December 18, 2002Servicing Fee Rate: 0.3750%
SECTION 2. Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, Mortgage Loans having
an aggregate principal balance on the Cut-off Date in an amount as set forth in the Commitment Letter, from the Purchaser to the
Seller, dated as of October 28, 2002 (the "Commitment Letter"), or in such other amount as agreed by the Purchaser and the Seller as
evidenced by the actual aggregate principal balance of the Mortgage Loans accepted by the Purchaser on the Closing Date. The
Mortgage Loans will be delivered pursuant to a Seller's Warranties and Servicing Agreement, between the Purchaser and the Seller.
SECTION 3. Mortgage Schedules. The Seller has provided the Purchaser with certain information constituting a listing
of the Mortgage Loans to be purchased under this Agreement (the "Mortgage Loan Schedule") substantially in the form attached hereto
as Exhibit 1. The Mortgage Loan Schedule shall conform to the definition of "Mortgage Loan Schedule" under the Seller's Warranties
and Servicing Agreement.
SECTION 4. Purchase Price. The purchase price for the Mortgage Loans (the "Purchase Price") shall be the percentage
of par as stated in the Commitment Letter, multiplied by the aggregate principal balance, as of the Cut-off Date, of the Mortgage
Loans listed on the related Mortgage Loan Schedule, after application of scheduled payments of principal due on or before the Cut-off
Date whether or not collected. The Purchase Price may be adjusted as stated in the Commitment Letter.
In addition to the Purchase Price as described above, the Purchaser shall pay to the Seller, at closing, accrued interest on
the initial principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate from the Cut-off Date
through the day prior to the Closing Date, inclusive.
The Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of
principal collected after the Cut-off Date (provided, however, that all scheduled payments of principal due on or before the Cut-off
Date and collected by the Seller after the Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage
Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the
Cut-off Date). The principal balance of each Mortgage Loan as of the Cut-off Date is determined after application of payments of
principal due on or before the Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest
prepaid for a due date beyond the Cut-off Date shall not be applied to the principal balance as of the Cut-off Date. Such prepaid
amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid
amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the
Seller to the Purchaser.
SECTION 5. Examination of Mortgage Files. Prior to the Closing Date, the Seller shall (a) deliver to the Purchaser in
escrow, for examination, the Mortgage File for each Mortgage Loan, including a copy of the Assignment of Mortgage, pertaining to each
Mortgage Loan, or (b) make the Mortgage Files available to the Purchaser for examination at the Seller's offices or such other
location as shall otherwise be agreed upon by the Purchaser and the Seller. Such examination may be made by the Purchaser, or by any
prospective purchaser of the Mortgage Loans from the Purchaser, at any time before or after the Closing Date upon prior reasonable
notice to the Seller. The fact that the Purchaser or any prospective purchaser of the Mortgage Loans has conducted or has failed to
conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser's (or any of its successor's rights
to demand repurchase, substitution or other relief as provided under the related Seller's Warranties and Servicing Agreement.
2
SECTION 6. Representations, Warranties and Agreements of Seller. The Seller agrees and acknowledges that it shall,
as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in
Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term
"Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The
Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties
and agreements which shall be deemed to have been made as of the Closing Date:
a) neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of
any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of any Mortgage Loans, any interest in any Mortgage Loans or any other
similar security from, or otherwise approached or negotiated with respect to any Mortgage Loans, any interest in any
Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage
Loans under the Securities Act of 1933 (the "1933 Act") or which would render the disposition of any Mortgage Loans a
violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or
will it authorize any person to act, in such manner with respect to the Mortgage Loans; and
b) the Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in
connection with this transaction other than the Purchaser.
SECTION 7. Representation, Warranties and Agreement of Purchaser. The Purchaser, without conceding that the Mortgage
Loans are securities, hereby makes the following representations, warranties and agreements, which shall have been deemed to have
been made as of the Closing Date.
a) the Purchaser understands that the Mortgage Loans have not been registered under the 1933 Act or the securities laws
of any state;
b) the Purchaser is acquiring the Mortgage Loans for its own account only and not for any other person;
c) the Purchaser considers itself a substantial, sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the
Mortgage Loans;
d) the Purchaser has been furnished with all information regarding the Mortgage Loans which it has requested from the
Seller or the Company; and
3
e) neither the Purchaser nor anyone acting on its behalf offered, transferred, pledged, sold or otherwise disposed of
any Mortgage Loan, any interest in any Mortgage Loan or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of any Mortgage Loan, any interest in any Mortgage Loan or any other similar
security from, or otherwise approached or negotiated with respect to any Mortgage Loan, any interest in any Mortgage Loan or
any other similar security with, any person in any manner, or made any general solicitation by means of general advertising
or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the 1933
Act or which would render the disposition of any Mortgage Loan a violation of Section 5 of the 1933 Act or require
registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner
with respect to the Mortgage Loans.
SECTION 8. Closing. The closing for the purchase and sale of the Mortgage Loans, shall take place on the Closing
Date. At the Purchaser's option, the Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree;
or conducted in person, at such place as the parties shall agree.
The closing shall be subject to each of the following conditions:
a) all of the representations and warranties of the Seller under this Agreement and under each Seller's Warranties and
Servicing Agreement shall be true and correct as of the Closing Date and no event shall have occurred which, with notice or
the passage of time, would constitute a default under this Agreement or an Event of Default under the related Seller's
Warranties and Servicing Agreement;
b) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all Closing Documents
as specified in Section 9 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed
by all signatories other than the Purchaser as required pursuant to the respective terms thereof;
c) the Seller shall have delivered and released to the Custodian under the Seller's Warranties and Servicing Agreement
all documents required pursuant to the related Custodial Agreement, and
d) all other terms and conditions of this Agreement shall have been complied with.
Subject to the foregoing conditions, the Purchaser shall pay to the Seller on the Closing Date the Purchase Price, plus
accrued interest pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the account designated
by the Seller.
SECTION 9. Closing Documents. With respect to the Mortgage Loans, the Closing Documents shall consist of fully
executed originals of the following documents:
1. the Seller's Warranties and Servicing Agreement, dated as of the Cut-off Date, in two counterparts;
4
2. this Agreement in two counterparts;
3. the Custodial Agreement, dated as November 30, 1999 by and between EMC Mortgage Corporation as Owner, and Wells
Fargo Bank Minnesota, N.A. (formerly Norwest Bank Minnesota, N.A.) attached as an exhibit to the Seller's Warranties
and Servicing Agreement;
4. the Mortgage Loan Schedule, one copy to be attached to each counterpart of the Seller's Warranties and Servicing
Agreement, to each counterpart of this Agreement, and to each counterpart of the Custodial Agreement, as the
Mortgage Loan Schedule thereto;
5. a Receipt and Certification, as required under the Custodial Agreement;
6. an Opinion of Counsel of the Seller, in the form of Exhibit 2 hereto;
SECTION 10. Costs. The Purchaser shall pay any commissions due its salesmen, the legal fees and expenses of its
attorneys and the costs and expenses associated with the Custodian. The Seller shall be responsible for reasonable costs and
expenses associated with any preparation of the initial assignments of mortgage. All other costs and expenses incurred in connection
with the transfer and delivery of the Mortgage Loans, including fees for title policy endorsements and continuations and the Seller's
attorney fees, shall be paid by the Seller.
SECTION 11. Servicing The Mortgage Loans shall be serviced by the Seller in accordance with the terms of the
applicable Seller's Warranties and Servicing Agreement. The Seller shall be entitled to servicing fees calculated as provided
therein, at the Servicing Fee Rate shown on the first page of this Agreement unless otherwise agreed by the parties.
SECTION 12. Financial Statements. The Seller understands that in connection with the Purchaser's marketing of the
Mortgage Loans, the Purchaser shall make available to prospective purchasers a Consolidated Statement of Operations of the Seller for
the most recently completed two fiscal years respecting which such a statement is available, as well as a Consolidated Statement of
Condition at the end of the last two fiscal years covered by such Consolidated Statement of Operations. The Purchaser shall also
make available any comparable interim statements to the extent any such statements have been prepared by the seller in a format
intended or otherwise suitable for the public at large. The Seller, if it has not already done so, agrees to furnish promptly to the
Purchaser copies of the statements specified above. The Seller shall also make available information on its servicing performance
with respect to loans in its own portfolio and loans serviced for others (if any), including loss and delinquency ratios.
The Seller also agrees to allow access to a knowledgeable (as shall be determined by the Seller) financial or accounting
officer for the purpose of answering questions asked by any prospective purchaser regarding recent developments affecting the Seller
or the financial statements of the Seller.
5
SECTION 13. Mandatory Delivery. The sale and delivery on the Closing Date of the Mortgage Loans described on the
Mortgage Loan Schedule is mandatory, it being specifically understood and agreed that each Mortgage Loan is unique and identifiable
on the date hereof and that an award of money damages would be insufficient to compensate the Purchaser for the losses and damages
incurred by the Purchaser (including damages to prospective purchasers of the Mortgage Loans) in the event of the Seller's failure to
deliver the Mortgage Loans on or before the Closing Date. All rights and remedies of the Purchaser under this Agreement are distinct
from, and cumulative with, any other rights or remedies under this Agreement or afforded by law or equity and all such rights and
remedies may be exercised concurrently, independently or successively.
SECTION 14. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to
have been duly given if mailed, by registered or certified mail, return receipt requested, or, if by other means, when received by
the other party at the address shown on the first page hereof, or such other address as may hereafter be furnished to the other party
by like notice. Any such demand, notice of communication hereunder shall be deemed to have been received on the date delivered to or
received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return
receipt).
SECTION 15. Severability Clause. Any part, provision, representation or warranty of this Agreement which is
prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is
prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction,
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or
renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this
Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in
good-faith, to develop a structure the economic effect of which is as close as possible to the economic effect of this Agreement
without regard to such invalidity.
SECTION 16. Counterparts. This Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.
SECTION 17. Place of Delivery and Governing Law. This Agreement shall be deemed in effect when a fully executed
counterpart thereof is received by the Purchaser in the State of New York and shall be deemed to have been made in State of New
York. The Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies
of the parties hereunder shall be determined in accordance with the laws of the State of New York, except to the extent preempted by
Federal Law.
6
Each of the Seller and the Purchaser hereby knowingly, voluntarily and intentionally waives any and all rights it may have
to a trial by jury in respect of any litigation based on, or arising out of, under, or in connection with, this Agreement, or any
other documents and instruments executed in connection herewith, or any course of conduct, course of dealing, statements (whether
oral or written), or actions of the Seller or the Purchaser. This provision is a material inducement for the Purchaser to enter into
this Agreement.
SECTION 18. Further Agreements. The Purchaser and the Seller each agree to execute and deliver to the other such
additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.
Without limiting the generality of the foregoing, the Seller shall reasonably cooperate with the Purchaser in connection
with the initial resales of the Mortgage Loans by the Purchaser. In that connection, the Seller shall provide to the Purchaser:
(i) any and all information and appropriate verification of information, whether through letters of its auditors and counsel or
otherwise, as the Purchaser shall reasonably request, and (ii) such additional representations, warranties, covenants, opinions of
counsel, letters from auditors and certificates of public officials or officers of the Seller as are reasonably believed necessary by
the Purchaser in connection with such resales. The requirement of the Seller pursuant to (ii) above shall terminate on the Closing
Date. Prior to incurring any out-of-pocket expenses pursuant to this paragraph, the Seller shall notify the Purchaser in writing of
the estimated amount of such expense. The Purchaser shall reimburse the Seller for any such expense following its receipt of
appropriate details thereof.
SECTION 19. Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the
Seller is selling, an undivided 100% ownership interest in the Mortgage Loans and not a debt instrument of the Seller or another
security. Accordingly, the parties hereto each intend to treat the transaction for Federal income tax purposes as a sale by the
Seller, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the right to review the Mortgage Loans and
the related Mortgage Loan Files to determine the characteristics of the Mortgage Loans which shall affect the Federal income tax
consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser in the
course of such review.
SECTION 20. Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the
benefit and be enforceable by the Seller and the Purchaser and the respective successors and assigns of the Seller and the
Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the consent of the
Purchaser.
SECTION 21. Waivers; Other Agreements. No term or provision of this Agreement may be waived or modified unless such waiver
or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.
7
SECTION 22. Exhibits. The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral
part of this Agreement.
SECTION 23. General Interpretive Principles. For purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires:
a) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as
well as the singular, and the use of any gender herein shall be deemed to include the other gender;
b) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles;
c) references herein to "Articles", "Sections", "Subsections", "Paragraphs", and other subdivisions without reference
to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
d) a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in
the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
e) the words "herein", "hereof", "hereunder" and other words of similar import refer to this Agreement as a whole and
not to any particular provision; and
f) the term "include" or "including" shall mean without limitation by reason of enumeration.
SECTION 24. Reproduction of Documents. This Agreement and all documents relating thereto, including, without limitation,
(a) consents, waivers and modifications which may hereafter be executed, (b) documents received by any party at the closing, and (c)
financial statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic,
photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction
shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is
in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
[Signatures Follow]
8
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the date first above written.
EMC MORTGAGE CORPORATION
(Purchaser)
By:_________________________________________
Name:_______________________________________
Title:______________________________________
WELLS FARGO HOME MORTGAGE, INC.
(Seller)
By:_________________________________________
Name:_______________________________________
Title:______________________________________
9
EXHIBIT 2
FORM OF OPINION OF COUNSEL
Re: Wells Fargo Home Mortgage, Inc.
Mortgage Loan Series
Dear Sir/Madam:
I am [_______] of Wells Fargo Home Mortgage, Inc. and have acted as counsel to Wells Fargo Home Mortgage, Inc. (the "Company"), with
respect to certain matters in connection with the sale by the Company of the mortgage loans designated as Mortgage Loan Series
[_______] (the "Mortgage Loans") pursuant to that certain Seller's Warranties and Servicing Agreement and Mortgage Loan Purchase
Agreement by and between the Company and [_______] (the "Purchaser"), dated as of [_______], 2002, (the "Agreements"), which sale is
in the form of whole Mortgage Loans. Capitalized terms not otherwise defined herein have the meanings set forth in the Seller's
Warranties and Servicing Agreement.
I have examined the following documents:
1. the Seller's Warranties and Servicing Agreement;
2. the Mortgage Loan Purchase Agreement;
3. the Custodial Agreement;
4. the form of endorsement of the Mortgage Notes; and
5. such other documents, records and papers as I have deemed necessary and relevant as a basis for this opinion.
To the extent I have deemed necessary and proper, I have relied upon the representations and warranties of the Company contained in
the Agreements. I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures,
the legal capacity of natural persons and the conformity to the originals of all documents.
Based upon the foregoing, it is my opinion that;
1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of
California.
2. The Company has the power to engage in the transactions contemplated by the Agreements, the Custodial Agreement and all
requisite power, authority and legal right to execute and deliver the Agreements, the Custodial Agreement and the Mortgage
Loans, and to perform and observe the terms and conditions of such instruments.
3. Each person who, as an officer or attorney-in-fact of the Company, signed (a) the Agreements, each dated as of [_______],
2002, by and between the Company and the Purchaser, and (b) any other document delivered prior hereto or on the date hereof
in connection with the sale and servicing of the Mortgage Loans in accordance with the Agreements and the person was, at the
respective times of such signing and delivery, and is, as of the date hereof, duly elected or appointed, qualified and
acting and as such officer or attorney-in-fact, and the signatures of such persons appearing on such documents are their
genuine signatures.
4. Each of the Agreements, the Custodial Agreement, and the Mortgage Loans, has been duly authorized, executed and delivered by
the Company and is a legal, valid and binding agreement enforceable in accordance with its terms, subject to bankruptcy laws
and other similar laws of general application affecting rights of creditors and subject to the application of the rules of
equity, including those respecting the availability of specific performance, none of which will materially interfere with
the realization of the benefits provided thereunder or with the Purchaser's ownership of the Mortgage Loans.
5. The Company has been duly authorized to allow any of its officers to execute any and all documents by original signature in
order to complete the transactions contemplated by the Agreements and the Custodial Agreement, and by original or facsimile
signature in order to execute the endorsements to the Mortgage Notes and the assignments of the Mortgages, and the original
or facsimile signature of the officer at the Company executing the endorsements to the Mortgage Notes and the assignments of
the Mortgages represents the legal and valid signature of said officer of the Company.
6. Either (i) no consent, approval, authorization or order of any court or governmental agency or body is required for the
execution, delivery and performance by the Company of or compliance by the Company with the Agreements, the Custodial
Agreement or the sale and delivery of the Mortgage Loans or the consummation of the transactions contemplated by the
Agreements, and the Custodial Agreement; or (ii) any required consent, approval, authorization or order has been obtained by
the Company.
7. Neither the consummation of the transactions contemplated by, nor the fulfillment of the terms of the Agreements and the
Custodial Agreement, will conflict with or results in or will result in a breach of or constitutes or will constitute a
default under the charter or by-laws of the Company, the terms of any indenture or other agreement or instrument to which
the Company is a party or by which it is bound or to which it is subject, or violates any statute or order, rule,
regulations, writ, injunction or decree of any court, governmental authority or regulatory body to which the Company is
subject or by which it is bound.
8. There is no action, suit, proceeding or investigation pending or, to the best of my knowledge, threatened against the
Company which, in my opinion, either in any one instance or in the aggregate, may result in any material adverse change in
the business, operations, financial condition, properties or assets of the Company or in any material impairment of the
right or ability of the Company to carry on its business substantially as now conducted or in any material liability on the
part of the Company or which would draw into question the validity of the Agreements, and the Custodial Agreement, or of any
action taken or to be taken in connection with the transactions contemplated thereby, or which would be likely to impair
materially the ability of the Company to perform under the terms of the Agreements and the Custodial Agreement.
9. For purposes of the foregoing, I have not regarded any legal or governmental actions, investigations or proceedings to be
"threatened" unless the potential litigant or governmental authority has manifested to the legal department of the Company
or an employee of the Company responsible for the receipt of process a present intention to initiate such proceedings; nor
have I regarded any legal or governmental actions, investigations or proceedings as including those that are conducted by
state or federal authorities in connection with their routine regulatory activities. The sale of each Mortgage Note and
Mortgage as and in the manner contemplated by the Agreements is sufficient fully to transfer all right, title and interest
of the Company thereto as noteholder and mortgagee, apart from the rights to service the Mortgage Loans pursuant to the
Agreements.
10. The form of endorsement that is to be used with respect to the Mortgage Loans is legally valid and sufficient to duly
endorse the Mortgage Notes to the Purchaser. Upon the completion of the endorsement of the Mortgage Notes and the
completion of the assignments of the Mortgages, and the recording thereof, the endorsement of the Mortgage Notes, the
delivery to the Custodian of the completed assignments of the Mortgages, and the delivery of the original endorsed Mortgage
Notes to the Custodian would be sufficient to permit the entity to which such Mortgage Note is initially endorsed at the
Purchaser's direction, and to whom such assignment of Mortgages is initially assigned at the Purchaser's direction, to avail
itself of all protection available under applicable law against the claims of any present or future creditors of the
Company, and would be sufficient to prevent any other sale, transfer, assignment, pledge or hypothecation of the Mortgages
and the Mortgage Notes by the Company from being enforceable.
This opinion is given to you for your sole benefit, and no other person or entity is entitled to rely hereon except that the
purchaser or purchasers to which you initially and directly resell the Mortgage Loans may rely on this opinion as if it were
addressed to them as of its date.
Sincerely,
EMC MORTGAGE CORPORATION
Purchaserand
WELLS FARGO BANK, N.A.
Company
______________________________________________________________
AMENDED AND RESTATED MASTER
SELLER'S WARRANTIES AND SERVICING AGREEMENT
Dated as of November 1, 2005
_______________________________________________________________
Fixed Rate and Adjustable Rate Mortgage Loans
TABLE OF CONTENTSARTICLE I........................................................................................................1
DEFINITIONS......................................................................................................1
ARTICLE II......................................................................................................14
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS;CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS..............................................................14
ARTICLE III.....................................................................................................17
REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH..............................................................17
ARTICLE IV......................................................................................................36
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..................................................................36
ARTICLE V.......................................................................................................52
PAYMENTS TO PURCHASER...........................................................................................52
ARTICLE VI......................................................................................................54
GENERAL SERVICING PROCEDURES....................................................................................54
ARTICLE VII.....................................................................................................59
COMPANY TO COOPERATE............................................................................................59
ARTICLE VIII....................................................................................................59
THE COMPANY.....................................................................................................59
ARTICLE IX......................................................................................................61
SECURITIZATION TRANSACTIONS; WHOLE LOAN TRANSFERS AND AGENCY TRANSFERS..........................................61
ARTICLE X.......................................................................................................71
DEFAULT.........................................................................................................71
ARTICLE XI......................................................................................................73
TERMINATION.....................................................................................................73
ARTICLE XII.....................................................................................................74
MISCELLANEOUS PROVISIONS........................................................................................74
EXHIBITS
Exhibit A Form of Assignment and Conveyance
Agreement
Exhibit B Custodial Agreement
Exhibit C Contents of Each Retained Mortgage File,
Servicing File and Custodial Mortgage File
Exhibit D Servicing Criteria
Exhibit E Form of Sarbanes Certification
Exhibit F Form of Sarbanes-Oxley Back-Up
Certification
Exhibit G Form of Assignment, Assumption and
Recognition Agreement
Exhibit H Electronic Data File
i
This is an Amended and Restated Master Seller's Warranties and Servicing Agreement for residential first mortgage loans,
dated and effective as of November 1, 2005, and is executed between EMC Mortgage Corporation, as purchaser (the "Purchaser"), and
Wells Fargo Bank, N.A., as seller and servicer (the "Company").
W I T N E S S E T H
WHEREAS, the Purchaser has agreed to purchase from the Company and the Company has agreed to sell to the Purchaser from time
to time (each a "Transaction") certain residential Mortgage Loans which shall be delivered as whole loans (each a "Loan Package") on
various dates (each a "Closing Date") as provided for in certain Assignment and Conveyance Agreements by and between the Purchaser
and the Company as executed from time to time; and
WHEREAS, each of the Mortgage Loans is secured by a mortgage, deed of trust or other security instrument creating a first
lien on a residential dwelling located in the jurisdiction indicated on the related Mortgage Loan Schedule; and
WHEREAS, the Purchaser and the Company wish to prescribe the manner of purchase of the Mortgage Loans and the conveyance,
servicing and control of the Mortgage Loans.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Purchaser and the Company agree as follows:
ARTICLE IDEFINITIONS
Whenever used herein, the following words and phrases, unless the content otherwise requires, shall have the following
meanings:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices of prudent mortgage
lending institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related
Mortgaged Property is located.
Adjustment Date: As to each adjustable rate Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in
accordance with the terms of the related Mortgage Note and Mortgage.
Agency/Agencies: Fannie Mae, Freddie Mac or GNMA, or any of them as applicable.
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Agency Transfer: Any sale or transfer of some or all of the Mortgage Loans by the Purchaser to an Agency which sale or
transfer is not a Securitization Transaction or Whole Loan Transfer.
Agreement: This Amended and Restated Master Seller's Warranties and Servicing Agreement and all amendments hereof and
supplements hereto.
ALTA: The American Land Title Association or any successor thereto.Appraised Value: With respect to any Mortgage Loan, the lesser of (i) the value set forth on the appraisal made in
connection with the origination of the related Mortgage Loan as the value of the related Mortgaged Property, or (ii) the purchase
price paid for the Mortgaged Property, provided, however, in the case of a refinanced Mortgage Loan, such value shall be based solely
on the appraisal made in connection with the origination of such Mortgage Loan.
Assignment and Conveyance Agreement: With respect to each Transaction, the agreement between the Purchaser and the
Company conveying to the Purchaser all the right, title and interest of the Company in and to the related Mortgage Loans listed on
the related Mortgage Loan Schedule, a form of which is attached hereto as Exhibit A.
Assignment of Mortgage: An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form,
sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the sale of the Mortgage
to the Purchaser or if the related Mortgage has been recorded in the name of MERS or its designee, such actions as are necessary to
cause the Purchaser to be shown as the owner of the related Mortgage on the records of MERS for purposes of the system of recording
transfers of beneficial ownership of mortgages maintained by MERS, including assignment of the MIN Number which will appear either on
the Mortgage or the Assignment of Mortgage to MERS.
Assignment of Mortgage Note and Pledge Agreement: With respect to a Cooperative Loan, an assignment of the Mortgage Note
and Pledge Agreement.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, an assignment of the Proprietary Lease sufficient
under the laws of the jurisdiction wherein the related Cooperative Apartment is located to effect the assignment of such Proprietary
Lease.
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a day on which banking and savings and loan institutions
in the states where the parties are located or are authorized or obligated by law or executive order to be closed.
Buydown Agreement: An agreement between the Company and a Mortgagor, or an agreement among the Company, a Mortgagor and a
seller of a Mortgaged Property or a third party with respect to a Mortgage Loan which provides for the application of Buydown Funds.
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Buydown Funds: In respect of any Buydown Mortgage Loan, any amount contributed by the seller of a Mortgaged Property
subject to a Buydown Mortgage Loan, the buyer of such property, the Company or any other source, plus interest earned thereon, in
order to enable the Mortgagor to reduce the payments required to be made from the Mortgagor's funds in the early years of a Mortgage
Loan.
Buydown Mortgage Loan: Any Mortgage Loan in respect of which, pursuant to a Buydown Agreement, (i) the Mortgagor pays less
than the full Monthly Payments specified in the Mortgage Note for a specified period, and (ii) the difference between the payments
required under such Buydown Agreement and the Mortgage Note is provided from Buydown Funds.
Buydown Period: The period of time when a Buydown Agreement is in effect with respect to a related Buydown Mortgage Loan.
Closing Date: The date or dates, set forth in the related Commitment Letter, on which from time to time the Purchaser shall
purchase and the Company shall sell the Mortgage Loans listed on the related Mortgage Loan Schedule for each Transaction.
Code: The Internal Revenue Code of 1986, as it may be amended from time to time or any successor statute thereto, and
applicable U.S. Department of the Treasury regulations issued pursuant thereto.
Commission: The United States Securities and Exchange Commission.
Commitment Letter: The commitment letter executed in relation to each Transaction that sets forth, among other things, the
Purchase Price for the related Mortgage Loans.
Company: Wells Fargo Bank, N.A., or its successor in interest or assigns, or any successor to the Company under this
Agreement appointed as herein provided.
Company Information: As defined in Section 9.01(f)(i)(A).
Condemnation Proceeds: All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary,
partial or entire, by exercise of the power of eminent domain or condemnation, to the extent not required to be released to a
Mortgagor in accordance with the terms of the related Mortgage Loan Documents.
Cooperative: The entity that holds title (fee or an acceptable leasehold estate) to all of the real property that the
Project comprises, including the land, separate dwelling units and all common areas.
Cooperative Apartment: The specific dwelling unit relating to a Cooperative Loan.
Cooperative Lien Search: A search for (a) federal tax liens, mechanics' liens, lis pendens, judgments of record or
otherwise against (i) the Cooperative, (ii) the seller of the Cooperative Apartment and (iii) the Company if the Cooperative Loan is
a refinanced Mortgage Loan, (b) filings of financing statements and (c) the deed of the Project into the Cooperative.
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Cooperative Loan: A Mortgage Loan that is secured by Cooperative Shares and a Proprietary Lease granting exclusive rights to
occupy the related Cooperative Apartment.
Cooperative Shares: The shares of stock issued by a Cooperative, owned by the Mortgagor, and allocated to a Cooperative
Apartment.
Covered Loan: A Mortgage Loan categorized as "Covered" pursuant to the Standard & Poor's Glossary for File Format for
LEVELS® Version 5.6, Appendix E, as revised from time to time and in effect on each related Closing Date.
Custodial Account: The separate account or accounts created and maintained pursuant to Section 4.04.
Custodial Agreement: The agreement governing the retention of the originals of each Mortgage Note, Mortgage, Assignment of
Mortgage and other Mortgage Loan Documents, a form of which is annexed hereto as Exhibit B.
Custodial Mortgage File: The items referred to as items (1), (2), (4), (5) and (10) in Exhibit C annexed hereto to be
delivered by the Company to the Custodian on the related Closing Date with respect to a particular Mortgage Loan, and any additional
documents required to be added to the Custodial Mortgage File and delivered to the custodian pursuant to this Agreement.
Custodian: The custodian under the Custodial Agreement, or its successor in interest or assigns, or any successor to the
Custodian under the Custodial Agreement as provided therein.
Cut-off Date: With respect to each Transaction, the first day of the month in which the related Closing Date occurs.
Deleted Mortgage Loan: A Mortgage Loan which is repurchased by the Company in accordance with the terms of this Agreement
and which is, in the case of a substitution pursuant to Section 3.03, replaced or to be replaced with a Qualified Substitute Mortgage
Loan.
Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.
Determination Date: The Business Day immediately preceding the related Remittance Date.
Due Date: The first day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.
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Due Period: With respect to each Remittance Date, the period commencing on the second day of the month preceding the month
of the Remittance Date and ending in the first day of the month of the Remittance Date.
Electronic Data File: The final electronic file of the Mortgage Loans, in relation to each Transaction, provided by Company
to the Purchaser on or before the related Closing Date.
Errors and Omissions Insurance Policy: An errors and omissions insurance policy to be maintained by the Company pursuant to
Section 4.12.
Escrow Account: The separate account or accounts created and maintained pursuant to Section 4.06.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, assessments, water rates,
sewer rents, municipal charges, mortgage insurance premiums, fire and hazard insurance premiums, condominium charges, and any other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage or any other related document.
Event of Default: Any one of the conditions or circumstances enumerated in Section 10.01.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Fannie Mae: The Federal National Mortgage Association or any successor thereto.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
Fidelity Bond: A fidelity bond to be maintained by the Company pursuant to Section 4.12.
Freddie Mac: The Federal Home Loan Mortgage Corporation or any successor thereto.
Gross Margin: With respect to each adjustable rate Mortgage Loan, the fixed percentage amount set forth in the related
Mortgage Note which is added to the Index in order to determine the related Interest Rate, as set forth in the Mortgage Loan Schedule.
High Cost Loan: A Mortgage Loan classified as (a) a "high cost" loan under the Home Ownership and Equity Protection Act of
1994, (b) a "high cost home,""threshold,""covered,""high risk home,""predatory" or similar loan under any other applicable state,
federal or local law or (c) a Mortgage Loan categorized as "High Cost" pursuant to the Standard & Poor's Glossary for File Format for
LEVELS® Version 5.6, Appendix E, as revised from time to time and in effect on each related Closing Date.
Home Loan: A Mortgage Loan categorized as "Home Loan" pursuant to the Standard & Poor's Glossary for File Format for
LEVELS® Version 5.6, Appendix E, as revised from time to time and in effect on each related Closing Date.
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Incremental Interest: As to any Incremental Rate Mortgage Loan, the amount of interest accrued on such Mortgage Loan
attributable to the Incremental Rate; provided, however, that with respect to any payment of interest received in respect of such a
Mortgage Loan (whether paid by the Mortgagor or received as Liquidation Proceeds or otherwise) which is less than the full amount of
interest then due with respect to such Mortgage Loan, only that portion of such payment of interest that bears the same relationship
to the total amount of such payment of interest as the Incremental Rate, if any, in respect of such Mortgage Loan bears to the
Mortgage Interest Rate shall be allocated to the Incremental Interest with respect thereto.
Incremental Rate: For an Incremental Rate Mortgage Loan, the per annum increase to the initial Mortgage Interest Rate set
forth in the addendum to the related Mortgage Note, which increase takes effect upon the occurrence of certain specified conditions
prior to the first Adjustment Date and remains in effect until the first Adjustment Date.
Incremental Rate Mortgage Loan: A Mortgage Loan for which the related Mortgage Note includes an addendum that allows for an
increase to the initial Mortgage Interest Rate upon the occurrence of certain specified conditions.
Index: With respect to any adjustable rate Mortgage Loan, the index identified on the Mortgage Loan Schedule and set forth
in the related Mortgage Note for the purpose of calculating the interest thereon.
Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the
related Mortgaged Property.
Interest Only Mortgage Loan: A Mortgage Loan for which an interest-only payment feature is allowed during the interest-only
period set forth in the related Mortgage Note.
Lender Paid Mortgage Insurance Policy or LPMI Policy: A PMI Policy for which the Company pays all premiums from its own
funds, without reimbursement therefor.
Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Mortgage Loan, whether through the
sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise, or the sale of the related Mortgaged
Property if the Mortgaged Property is acquired in satisfaction of the Mortgage Loan.
Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio of the original loan amount of the Mortgage Loan
at its origination (unless otherwise indicated) to the Appraised Value of the Mortgaged Property.
MERS: Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or any successor in interest thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS System
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MERS System: The system of recording transfers of mortgages electronically maintained by MERS.
MIN: Mortgage Identification Number used to identify mortgage loans registered under MERS.
Monthly Advance: The portion of each Monthly Payment that is delinquent with respect to each Mortgage Loan at the close of
business on the Determination Date, required to be advanced by the Company pursuant to Section 5.03 on the Business Day immediately
preceding the Remittance Date of the related month.
Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan or in the case of an Interest
Only Mortgage Loan, payments of (i) interest, or (ii) principal and interest, if applicable, on a Mortgage Loan.
Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note, which creates a first lien on an
unsubordinated estate in fee simple in real property securing the Mortgage Note or the Pledge Agreement securing the Mortgage Note
for a Cooperative Loan.
Mortgage Impairment Insurance Policy: A mortgage impairment or blanket hazard insurance policy as described in Section 4.11.
Mortgage Interest Rate: The annual rate of interest borne on a Mortgage Note in accordance with the provisions of the
Mortgage Note.
Mortgage Loan: An individual mortgage loan which is the subject of this Agreement, each Mortgage Loan originally sold and
subject to this Agreement being identified on the Mortgage Loan Schedule, which Mortgage Loan includes without limitation the
Retained Mortgage File, the Custodial Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds, REO Disposition Proceeds and all other rights, benefits, proceeds and obligations arising from or in
connection with such Mortgage Loan.
Mortgage Loan Documents: With respect to a Mortgage Loan, the original related Mortgage Note with applicable addenda and
riders, the original related Security Instrument and the originals of any required addenda and riders, the original related
Assignment and any original intervening related Assignments, the original related title insurance policy and evidence of the related
PMI Policy, if any.
Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the Purchaser,
which shall be equal to the Mortgage Interest Rate minus the Servicing Fee Rate.
Mortgage Loan Schedule: With respect to each Transaction, a schedule of Mortgage Loans, which shall be attached to the
related Assignment and Conveyance Agreement, setting forth the following information with respect to each Mortgage Loan: (1) the
Company's Mortgage Loan number; (2) the city state and zip code of the Mortgaged Property; (3) a code indicating whether the
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Mortgaged Property is a single family residence, two-family residence, three-family residence, four-family residence, a Cooperative
Loan, planned unit development or condominium; (4) the current Mortgage Interest Rate; (5) the current net Mortgage Interest Rate;
(6) the current Monthly Payment; (7) the Gross Margin; (8) the original term to maturity; (9) the scheduled maturity date; (10) the
principal balance of the Mortgage Loan as of the related Cut-off Date after deduction of payments of principal due on or before the
related Cut-off Date whether or not collected; (11) the Loan-to-Value; (12) the next Adjustment Date; (13) the lifetime Mortgage
Interest Rate cap; (14) whether the Mortgage Loan is convertible or not; (15) a code indicating the mortgage guaranty insurance
company; (16) a code indicating whether the Mortgage Loan contains pledged assets; (17) a code indicating whether the Mortgage Loan
has balloon payments; (18) a code indicating whether the Mortgage Loan is an Interest Only Mortgage Loan; (16) a field indicating
whether the Mortgage Loan is a Home Loan; and (17) the Servicing Fee.
Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.
Mortgaged Property: The real property securing repayment of the debt evidenced by a Mortgage Note, or with respect to a
Cooperative Loan, the Cooperative Apartment.
Mortgagor: The obligor on a Mortgage Note.
Officer's Certificate: A certificate signed by the Chairman of the Board or the Vice Chairman of the Board or the President
or a Vice President or an Assistant Vice President and certified by the Treasurer or the Secretary or one of the Assistant Treasurers
or Assistant Secretaries of the Company, and delivered to the Purchaser as required by this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be an employee of the Company, reasonably acceptable to the
Purchaser.
Periodic Interest Rate Cap: As to each adjustable rate Mortgage Loan, the maximum increase or decrease in the Mortgage
Interest Rate on any Adjustment Date pursuant to the terms of the Mortgage Note.
Person: Any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization, government or any agency or political subdivision thereof.
Pledge Agreement: With respect to a Cooperative Loan, the specific agreement creating a first lien on and pledge of the
Cooperative Shares and the appurtenant Proprietary Lease.
Pledge Instruments: With respect to a Cooperative Loan, the Stock Power, the Assignment of the Proprietary Lease and the
Assignment of the Mortgage Note and Pledge Agreement.
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PMI Policy: A policy of primary mortgage guaranty insurance evidenced by an electronic form and certificate number issued
by a Qualified Insurer, as required by this Agreement with respect to certain Mortgage Loans.
Prime Rate: The prime rate announced to be in effect from time to time, as published as the average rate in The Wall Street
Journal.
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan which is received in advance of its
scheduled Due Date, including any prepayment penalty or premium thereon and which is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
Principal Prepayment Period: The month preceding the month in which the related Remittance Date occurs.
Project: With respect to a Cooperative Loan, all real property owned by the related Cooperative including the land,
separate dwelling units and all common areas.
Proprietary Lease: With respect to a Cooperative Loan, a lease on a Cooperative Apartment evidencing the possessory
interest of the Mortgagor in such Cooperative Apartment.
Purchaser: EMC Mortgage Corporation, or its successor in interest or any successor to the Purchaser under this Agreement as
herein provided.
Purchase Price: The purchase price for each Loan Package shall be as stated in the related Commitment Letter.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided that the following conditions
are satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Company and such Person that contemplated
that such person would underwrite mortgage loans from time to time, for sale to the Company, in accordance with underwriting
guidelines designated by the Company ("Designated Guidelines") or guidelines that do not vary materially from such Designated
Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the Company
within 180 days after origination; (iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated,
used by the Company in origination of mortgage loans of the same type as the Mortgage Loans for the Company's own account or (y) the
Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Company on a consistent basis for
use by lenders in originating mortgage loans to be purchased by the Company; and (iv) the Company employed, at the time such Mortgage
Loans were acquired by the Company, pre-purchased or post-purchased quality assurance procedures (which may involve, among other
things, review of a sample or mortgage loans purchased during a particular time period or through particular channels) designed to
ensure that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company.
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Qualified Depository: A deposit account or accounts maintained with a federal or state chartered depository institution the
deposits in which are insured by the FDIC to the applicable limits and the short-term unsecured debt obligations of which (or, in the
case of a depository institution that is a subsidiary of a holding company, the short-term unsecured debt obligations of such holding
company) are rated A-1 by Standard & Poor's Ratings Group or Prime-1 by Moody's Investors Service, Inc. (or a comparable rating if
another rating agency is specified by the Purchaser by written notice to the Company) at the time any deposits are held on deposit
therein.
Qualified Insurer: A mortgage guaranty insurance company duly authorized and licensed where required by law to transact
mortgage guaranty insurance business and approved as an insurer by Fannie Mae or Freddie Mac.
Qualified Substitute Mortgage Loan: A mortgage loan eligible to be substituted by the Company for a Deleted Mortgage Loan
which must, on the date of such substitution, (i) have an outstanding principal balance, after deduction of all scheduled payments
due in the month of substitution (or in the case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an
aggregate principal balance), not in excess of the Stated Principal Balance of the Deleted Mortgage Loan; (ii) have a Mortgage Loan
Remittance Rate not less than and not more than two percent (2%) greater than the Mortgage Loan Remittance Rate of the Deleted
Mortgage Loan; (iii) have a remaining term to maturity not greater than and not more than one year less than that of the Deleted
Mortgage Loan; (iv) be of the same type as the Deleted Mortgage Loan and (v) comply with each representation and warranty set forth
in Sections 3.01 and 3.02.
Rating Agency/Agencies: Any nationally recognized statistical Rating Agency, or its successors, including Standard &
Poor's, a division of The McGraw-Hill Companies, Moody's Investors Service, Inc. and Fitch Ratings.
Recognition Agreement: An agreement whereby a Cooperative and a lender with respect to a Cooperative Loan (i) acknowledge
that such lender may make, or intends to make, such Cooperative Loan, and (ii) make certain agreements with respect to such
Cooperative Loan.
Reconstitution: Any Securitization Transaction or Whole Loan Transfer.
Reconstitution Agreement: The agreement or agreements entered into by the Company and the Purchaser and/or certain third
parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans serviced hereunder, in connection with a
Whole Loan Transfer or Securitization Transaction.
Reconstitution Date: The date on which any or all of the Mortgage Loans serviced under this Agreement may be removed from
this Agreement and reconstituted as part of a Securitization Transaction, Agency Transfer or Whole Loan Transfer pursuant to Section
9.01 hereof. The Reconstitution Date shall be such date as the Purchaser shall designate.
Regulation AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be
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amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the
adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005) or by the
staff of the Commission, or as may be provided by the Commission or its staff from time to time.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code.
REMIC Provisions: Provisions of the federal income tax law relating to a REMIC, which appear at Section 860A through 860G
of Subchapter M of Chapter 1, Subtitle A of the Code, and related provisions, regulations, rulings or pronouncements promulgated
thereunder, as the foregoing may be in effect from time to time.
Remittance Date: The 18th day (or if such 18th day is not a Business Day, the first Business Day immediately following) of
any month.
REO Disposition: The final sale by the Company of any REO Property.
REO Disposition Proceeds: All amounts received with respect to an REO Disposition pursuant to Section 4.16.
REO Property: A Mortgaged Property acquired by the Company on behalf of the Purchaser through foreclosure or by deed in
lieu of foreclosure, as described in Section 4.16.
Repurchase Price: Unless agreed otherwise by the Purchaser and the Company, a price equal to (i) the Stated Principal
Balance of the Mortgage Loan plus (ii) interest on such Stated Principal Balance at the Mortgage Loan Remittance Rate from the date
on which interest has last been paid and distributed to the Purchaser through the last day of the month in which such repurchase
takes place, less amounts received or advanced in respect of such repurchased Mortgage Loan which are being held in the Custodial
Account for distribution in the month of repurchase.
Retained Mortgage File: The items referred to as items (3), (6), (7), (8) and (9) in Exhibit C annexed hereto with respect
to a particular Mortgage Loan that are not required to be delivered to the Custodian pursuant to this Agreement, and any additional
documents required to be added to the Retained Mortgage File pursuant to this Agreement.
Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (a) a sale or other transfer of some or all of the Mortgage
Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or
unrated mortgage-backed securities or (b) an issuance of publicly offered or privately placed, rated or unrated securities, the
payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole
or in part, of some or all of the Mortgage Loans.
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Servicer: As defined in Section 9.01(e)(iii).
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses other than Monthly Advances
(including reasonable attorney's fees and disbursements) incurred in the performance by the Company of its servicing obligations,
including, but not limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property, (b) any
enforcement or judicial proceedings, including foreclosures, (c) the management and liquidation of any REO Property and (d)
compliance with the obligations under Section 4.08 and 4.10 (excluding the Company's obligations to pay the premiums on LPMI
Policies).
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as such may be amended from time
to time.
Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Purchaser shall pay to the Company,
which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the
outstanding principal balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same principal
amount and period respecting which any related interest payment on a Mortgage Loan is received. The obligation of the Purchaser to
pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion (including recoveries with
respect to interest from Liquidation Proceeds, to the extent permitted by Section 4.05) of such Monthly Payment collected by the
Company, or as otherwise provided under Section 4.05.
Servicing Fee Rate: The per annum percentage for each Mortgage Loan, as stated in the Commitment Letter.
Servicing File: With respect to each Mortgage Loan, the file retained by the Company consisting of originals of all
documents in the Retained Mortgage File which are not delivered to the Custodian and copies of the Mortgage Loan Documents listed in
the Custodial Agreement the originals of which are delivered to the Custodian pursuant to Section 2.03.
Servicing Officer: Any officer of the Company involved in or responsible for the administration and servicing of the
Mortgage Loans whose name appears on a list of servicing officers furnished by the Company to the Purchaser upon request, as such
list may from time to time be amended.
Stated Principal Balance: As to each Mortgage Loan, (i) the principal balance of the Mortgage Loan at the related Cut-off
Date after giving effect to payments of principal due on or before such date, whether or not received, minus (ii) all amounts
previously distributed to the Purchaser with respect to the related Mortgage Loan representing payments or recoveries of principal or
advances in lieu thereof.
Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation AB.
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Stock Certificate: With respect to a Cooperative Loan, a certificate evidencing ownership of the Cooperative Shares issued
by the Cooperative.
Stock Power: With respect to a Cooperative Loan, an assignment of the Stock Certificate or an assignment of the Cooperative
Shares issued by the Cooperative.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as "servicing"
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Company
or a Subservicer.
Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any Subservicer and is responsible for the
performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Company under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of
Regulation AB.
Subsidy Account: An account maintained by the Company specifically to hold all Subsidy Funds to be applied to individual
Subsidy Loans.
Subsidy Funds: With respect to any Subsidy Loans, funds contributed by the employer of a Mortgagor in order to reduce the
payments required from the Mortgagor for a specified period in specified amounts.
Subsidy Loan: Any Mortgage Loan subject to a temporary interest subsidy agreement pursuant to which the monthly interest
payments made by the related Mortgagor will be less than the scheduled monthly interest payments on such Mortgage Loan, with the
resulting difference in interest payments being provided by the employer of the Mortgagor. Each Subsidy Loan will be identified as
such in the related Electronic Data File.
Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by the
Company.
Time$aver® Mortgage Loan: A Mortgage Loan which has been refinanced pursuant to a Company program that allows a rate/term
refinance of an existing Company serviced loan with minimal documentation.
Whole Loan Transfer: Any sale or transfer of some or all of the Mortgage Loans by the Purchaser to a third party, which
sale or transfer is not a Securitization Transaction or Agency Transfer.
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ARTICLE IICONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS
Section 2.01 Conveyance of Mortgage Loans; Possession of Custodial Mortgage Files;
Maintenance of Retained Mortgage Files and Servicing Files.
Pursuant to an Assignment and Conveyance Agreement, on the related Closing Date, the Company, simultaneously with the
payment of the Purchase Price by the Purchaser, shall thereby sell, transfer, assign, set over and convey to the Purchaser, without
recourse, but subject to the terms of this Agreement and the related Assignment and Conveyance Agreement, all the right, title and
interest of the Company in and to the Mortgage Loans listed on the respective Mortgage Loan Schedule annexed to such Assignment and
Conveyance Agreement, together with the Retained Mortgage Files and Custodial Mortgage Files and all rights and obligations arising
under the documents contained therein. Pursuant to Section 2.03, the Company shall deliver the Custodial Mortgage File for each
Mortgage Loan comprising the related Loan Package to the Custodian.
The contents of each Retained Mortgage File not delivered to the Custodian are and shall be held in trust by the Company for
the benefit of the Purchaser as the owner thereof. The Company shall maintain a Servicing File consisting of a copy of the contents
of each Custodial Mortgage File and the originals of the documents in each Retained Mortgage File not delivered to the Custodian.
The possession of each Retained Mortgage File and Servicing File by the Company is at the will of the Purchaser for the sole purpose
of servicing the related Mortgage Loan, and such retention and possession by the Company is in a custodial capacity only. Upon the
sale of the Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the related Custodial Mortgage File and
Servicing File shall vest immediately in the Purchaser, and the ownership of all records and documents with respect to the related
Mortgage Loan prepared by or which come into the possession of the Company shall vest immediately in the Purchaser and shall be
retained and maintained by the Company, in trust, at the will of the Purchaser and only in such custodial capacity. The Company
shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Purchaser,
unless such release is required as incidental to the Company's servicing of the Mortgage Loans or is in connection with a repurchase
of any Mortgage Loan pursuant to Section 3.03 or 6.02. All such costs associated with the release, transfer and re-delivery to the
Company shall be the responsibility of the Purchaser other than any related recording costs (especially in instances of breach).
In addition, in connection with the assignment of any MERS Mortgage Loan, the Company agrees that it will cause, the MERS®
System to indicate that such Mortgage Loans have been assigned by the Company to the Purchaser in accordance with this Agreement by
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including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files
the information required by the MERS® System to identify the Purchaser as beneficial owner of such Mortgage Loans.
Section 2.02......Books and Records; Transfers of Mortgage Loans.
From and after the sale of the Mortgage Loans to the Purchaser in the related Loan Package on each Closing Date, all rights
arising out of such Mortgage Loans including but not limited to all funds received on or in connection with such Mortgage Loans,
shall be received and held by the Company in trust for the benefit of the Purchaser as owner of such Mortgage Loans, and the Company
shall retain record title to the related Mortgages for the sole purpose of facilitating the servicing and the supervision of the
servicing of such Mortgage Loans.
The sale of each Mortgage Loan shall be reflected on the Company's balance sheet and other financial statements as a sale of
assets by the Company. The Company shall be responsible for maintaining, and shall maintain, a complete set of books and records for
each Mortgage Loan which shall be marked clearly to reflect the ownership of each Mortgage Loan by the Purchaser. In particular, the
Company shall maintain in its possession, available for inspection by the Purchaser, or its designee, and shall deliver to the
Purchaser upon demand, evidence of compliance with all federal, state and local laws, rules and regulations, and requirements of
Fannie Mae or Freddie Mac, including but not limited to documentation as to the method used in determining the applicability of the
provisions of the Flood Disaster Protection Act of 1973, as amended, to the Mortgaged Property, documentation evidencing insurance
coverage and eligibility of any condominium project for approval by Fannie Mae or Freddie Mac and records of periodic inspections as
required by Section 4.13. To the extent that original documents are not required for purposes of realization of Liquidation Proceeds
or Insurance Proceeds, documents maintained by the Company may be in the form of microfilm or microfiche or such other reliable means
of recreating original documents, including but not limited to, optical imagery techniques so long as the Company complies with the
requirements of the Fannie Mae Selling and Servicing Guide, as amended from time to time.
The Company shall maintain with respect to each Mortgage Loan and shall make available for inspection by any Purchaser or
its designee the related Servicing File during the time the Purchaser retains ownership of such Mortgage Loan and thereafter in
accordance with applicable laws and regulations.
The Company shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may
prescribe, the Company shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in
compliance with the terms hereof. For the purposes of this Agreement, the Company shall be under no obligation to deal with any
Person with respect to this Agreement or the Mortgage Loans unless the books and records show such Person as the owner of the
Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans. The
Purchaser also shall advise the Company of the transfer. Upon receipt of notice of the transfer, the Company shall mark its books
and records to reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Purchaser from its
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obligations hereunder with respect to the Mortgage Loans sold or transferred. Such notification of a transfer shall include a final
loan schedule which shall be received by the Company no fewer than five (5) Business Days before the last Business Day of the month.
If such notification is not received as specified above, the Company's duties to remit and report as required by Section 5 shall
begin with the next Due Period.
Section 2.03 Custodial Agreement; Delivery of Documents.
On each Closing Date with respect to each Mortgage Loan comprising the related Loan Package, the Company shall deliver and
release to the Custodian the related Custodial Mortgage File as set forth in Exhibit C attached hereto.
The Custodian shall certify its receipt of any Mortgage Loan Documents actually received on or prior to such Closing Date
and as required to be delivered pursuant to the Custodial Agreement, as evidenced by the Initial Certification of the Custodian in
the form annexed to the Custodial Agreement. The Purchaser will be responsible for the fees and expenses of the Custodian.
Upon the Purchaser's request, the Company shall deliver to Purchaser or its designee within ten (10) days after such request
such contents of the Retained Mortgage file so requested. In the event that the company fails to deliver to the Purchaser or its
designee the requested contents of the Retained Mortgage File within such ten-day period, and if the Company does not cure such
failure within five (5) days following receipt of written notification of such failure, the Company shall repurchase each related
Mortgage Loan at the price and in the manner specified in Section 3.03.
The Company shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or
extension of any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within one week of their execution, provided,
however, that the Company shall provide the Custodian with a certified true copy of any such document submitted for recordation
within ten (10) days of its execution, and shall provide the original of any document submitted for recordation or a copy of such
document certified by the appropriate public recording office to be a true and complete copy of the original within sixty days of its
submission for recordation.
In the event the public recording office is delayed in returning any original document which the Company is required to
deliver at any time to the Custodian in accordance with the terms of the Custodial Agreement or which the Company is required to
maintain in the related Retained Mortgage File, the Company shall deliver to the Custodian or to the Retained Mortgage File, as
applicable, within 240 days of its submission for recordation, a copy of such document and an Officer's Certificate, which shall (i)
identify the recorded document; (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay
by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and
return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the
Custodian. The Company will be required to deliver such document to the Custodian or to the Retained Mortgage File, as applicable,
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by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested from the Purchaser, which
consent shall not be unreasonably withheld.
In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing
Cooperative Shares, the Company immediately shall deliver to the Custodian the new Stock Certificates, together with the related
Stock Powers in blank. Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of
the terms, covenants and conditions of this Agreement.
ARTICLE IIIREPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH
Section 3.01 Company Representations and Warranties.
The Company hereby represents and warrants to the Purchaser that, as of the related Closing Date:
(a) Due Organization and Authority.
The Company is a national banking association duly organized, validly existing and in good standing under the laws
of the United States and has all licenses necessary to carry on its business as now being conducted and is licensed,
qualified and in good standing in each state where a Mortgaged Property is located if the laws of such state require
licensing or qualification in order to conduct business of the type conducted by the Company, and in any event the
Company is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the
related Mortgage Loan and the servicing of such Mortgage Loan in accordance with the terms of this Agreement; the
Company has the full power and authority to execute and deliver this Agreement and to perform in accordance
herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be
delivered pursuant to this Agreement) by the Company and the consummation of the transactions contemplated hereby
have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the
Company; and all requisite action has been taken by the Company to make this Agreement valid and binding upon the
Company in accordance with its terms;
(b) Ordinary Course of Business.
The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the
Company, who is in the business of selling and servicing loans, and the transfer, assignment and conveyance of the
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Mortgage Notes and the Mortgages by the Company pursuant to this Agreement are not subject to the bulk transfer or
any similar statutory provisions in effect in any applicable jurisdiction;
(c) No Conflicts.
Neither the execution and delivery of this Agreement, the acquisition of the Mortgage Loans by the Company, the sale
of the Mortgage Loans to the Purchaser or the transactions contemplated hereby, nor the fulfillment of or compliance
with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms,
articles of incorporation or by-laws or any legal restriction or any agreement or instrument to which the Company is
now a party or by which it is bound, or constitute a default or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Company or its property is subject, or impair the ability of the
Purchaser to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;
(d) Ability to Service.
The Company is an approved seller/servicer of conventional residential mortgage loans for Fannie Mae or Freddie Mac,
with the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of
the same type as the Mortgage Loans. The Company is in good standing to sell mortgage loans to and service mortgage
loans for Fannie Mae or Freddie Mac, and no event has occurred, including but not limited to a change in insurance
coverage, which would make the Company unable to comply with Fannie Mae or Freddie Mac eligibility requirements or
which would require notification to either Fannie Mae or Freddie Mac;
(e) Reasonable Servicing Fee.
The Company acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such
services and that the entire Servicing Fee shall be treated by the Company, for accounting and tax purposes, as
compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement;
(f) Ability to Perform.
The Company does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every
covenant contained in this Agreement. The Company is solvent and the sale of the Mortgage Loans will not cause the
Company to become insolvent. The sale of the Mortgage Loans is not undertaken to hinder, delay or defraud any of
the Company's creditors;
(g) No Litigation Pending.
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There is no action, suit, proceeding or investigation pending or threatened against the Company which, either in any
one instance or in the aggregate, may result in any material adverse change in the business, operations, financial
condition, properties or assets of the Company, or in any material impairment of the right or ability of the Company
to carry on its business substantially as now conducted, or in any material liability on the part of the Company, or
which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be
contemplated herein, or which would be likely to impair materially the ability of the Company to perform under the
terms of this Agreement;
(h) No Consent Required.
No consent, approval, authorization or order of any court or governmental agency or body is required for the
execution, delivery and performance by the Company of or compliance by the Company with this Agreement or the sale
of the Mortgage Loans as evidenced by the consummation of the transactions contemplated by this Agreement, or if
required, such approval has been obtained prior to the related Closing Date;
(i) Selection Process.
The Mortgage Loans were selected from among either the outstanding fixed rate or adjustable rate one- to four-family
mortgage loans in the Company's mortgage banking portfolio at the related Closing Date as to which the
representations and warranties set forth in Section 3.02 could be made and such selection was not made in a manner
so as to affect adversely the interests of the Purchaser;
(j) No Untrue Information.
Neither this Agreement nor any statement, report or other document furnished or to be furnished pursuant to this
Agreement or in connection with the transactions contemplated hereby contains any untrue statement of fact or omits
to state a fact necessary to make the statements contained therein not misleading;
(k) Sale Treatment.
The Company has determined that the disposition of the Mortgage Loans pursuant to this Agreement will be afforded
sale treatment for accounting and tax purposes;
(l) No Material Change.
There has been no material adverse change in the business, operations, financial condition or assets of the Company
since the date of the Company's most recent financial statements;
(m) No Brokers' Fees.
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The Company has not dealt with any broker, investment banker, agent or other Person that may be entitled to any
commission or compensation in the connection with the sale of the Mortgage Loans; and
(n) MERS.
The Company is a member of MERS in good standing.
Section 3.02 Representations and Warranties Regarding Individual Mortgage Loans.
As to each Mortgage Loan, the Company hereby represents and warrants to the Purchaser that as of the related Closing Date:
(a) Mortgage Loans as Described.
The information set forth in the respective Mortgage Loan Schedule and the information contained on the respective
Electronic Data File delivered to the Purchaser is true and correct;
(b) Payments Current.
All payments required to be made up to the related Cut-off Date for the Mortgage Loan under the terms of the
Mortgage Note have been made and credited. No payment under any Mortgage Loan has been thirty (30) days delinquent
more than one time within twelve (12) months prior to the related Closing Date;
(c) No Outstanding Charges.
There are no defaults in complying with the terms of the Mortgages, and all taxes, governmental assessments,
insurance premiums, leasehold payments, water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which
remains unpaid and which has been assessed but is not yet due and payable. The Seller has not advanced funds, or
induced, solicited directly or indirectly, the payment of any amount required under the Mortgage Loan, except for
interest accruing from the date of the Mortgage Note or date of disbursement of the Mortgage Loan proceeds,
whichever is later, to the day which precedes by one month the Due Date of the first installment of principal and
interest;
(d) Original Terms Unmodified.
The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or modified in any respect,
except by a written instrument which has been recorded, if necessary to protect the interests of the Purchaser and
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which has been delivered to the Custodian. The substance of any such waiver, alteration or modification has been
approved by the issuer of any related PMI Policy and the title insurer, to the extent required by the policy, and
its terms are reflected on the related Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part,
except in connection with an assumption agreement approved by the issuer of any related PMI Policy and the title
insurer, to the extent required by the policy, and which assumption agreement was delivered to the Custodian
pursuant to the terms of the Custodial Agreement;
(e) No Defenses.
The Mortgage Loan is not subject to any right of rescission, set-off, counterclaim or defense, including without
limitation the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or
the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in
part, or subject to any right of rescission, set-off, counterclaim or defense, including without limitation the
defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect
thereto;
(f) No Satisfaction of Mortgage.
The Mortgage has not been satisfied, canceled, subordinated or rescinded, in whole or in part, and the Mortgaged
Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been
executed that would effect any such release, cancellation, subordination or rescission;
(g) Validity of Mortgage Documents.
The Mortgage Note and the Mortgage and related documents are genuine, and each is the legal, valid and binding
obligation of the maker thereof enforceable in accordance with its terms. All parties to the Mortgage Note and the
Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties;
With respect to each Cooperative Loan, the Mortgage Note, the Mortgage, the Pledge Agreement, and related documents
are genuine, and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with
its terms. All parties to the Mortgage Note, the Mortgage, the Pledge Agreement, the Proprietary Lease, the Stock
Power, Recognition Agreement and the Assignment of Proprietary Lease had legal capacity to enter into the Mortgage
Loan and to execute and deliver such documents, and such documents have been duly and properly executed by such
parties;
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(h) No Fraud.
No error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to a Mortgage Loan has
taken place on the part of the Company, or the Mortgagor, or to the best of the Company's knowledge, any appraiser,
any builder, or any developer, or any other party involved in the origination of the Mortgage Loan or in the
application of any insurance in relation to such Mortgage Loan;
(i) Compliance with Applicable Laws.
Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending,
real estate settlement procedures, consumer credit and privacy protection, equal credit opportunity, disclosure or
predatory and abusive lending laws applicable to the Mortgage Loan have been complied with, and the Company shall
maintain in its possession, available for the Purchaser's inspection, and shall deliver to the Purchaser upon
demand, evidence of compliance with all such requirements. All inspections, licenses and certificates required to
be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates,
have been made or obtained from the appropriate authorities;
(j) Location and Type of Mortgaged Property.
The Mortgaged Property is located in the state identified in the related Mortgage Loan Schedule and consists of a
single, contiguous parcel of real property with a detached single family residence erected thereon, or a two- to
four-family dwelling, or an individual condominium unit in a condominium project, or a Cooperative Apartment, or an
individual unit in a planned unit development or a townhouse, provided, however, that any condominium project or
planned unit development shall conform with the applicable Fannie Mae requirements, or the underwriting guidelines
of the company, regarding such dwellings, and no residence or dwelling is a mobile home. As of the respective date
of the appraisal for each Mortgaged Property, any Mortgaged Property being used for commercial purposes conforms to
the underwriting guidelines of the Company and, to the best of the Company's knowledge, since the date of such
appraisal, no portion of the Mortgage Property has been used for commercial purposes outside of the underwriting
guidelines of the Company;
(k) Valid First Lien.
The Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged Property, including all buildings on
the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning
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systems located in or annexed to such buildings, and all additions, alterations and replacements made at any time
with respect to the foregoing. The lien of the Mortgage is subject only to:
(1) the lien of current real property taxes and assessments not yet due and payable;
(2) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as
of the date of recording acceptable to mortgage lending institutions generally and specifically referred to
in the lender's title insurance policy delivered to the originator of the Mortgage Loan and (i) referred to
or otherwise considered in the appraisal made for the originator of the Mortgage Loan and (ii) which do not
adversely affect the Appraised Value of the Mortgaged Property set forth in such appraisal; and
(3) other matters to which like properties are commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property.
Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the
Mortgage Loan establishes and creates a valid, subsisting and enforceable first lien and first priority security
interest on the property described therein and the Company has full right to sell and assign the same to the
Purchaser;
With respect to each Cooperative Loan, each Pledge Agreement creates a valid, enforceable and subsisting first
security interest in the Cooperative Shares and Proprietary Lease, subject only to (i) the lien of the related
Cooperative for unpaid assessments representing the Mortgagor's pro rata share of the Cooperative's payments for its
blanket mortgage, current and future real property taxes, insurance premiums, maintenance fees and other assessments
to which like collateral is commonly subject and (ii) other matters to which like collateral is commonly subject
which do not materially interfere with the benefits of the security intended to be provided by the Pledge Agreement;
provided, however, that the appurtenant Proprietary Lease may be subordinated or otherwise subject to the lien of
any mortgage on the Project;
(l) Full Disbursement of Proceeds.
The proceeds of the Mortgage Loan have been fully disbursed, except for escrows established or created due to
seasonal weather conditions, and there is no requirement for future advances thereunder. All costs, fees and
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expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage were paid, and the
Mortgagor is not entitled to any refund of any amounts paid or due under the Mortgage Note or Mortgage;
(m) Consolidation of Future Advances.
Any future advances made prior to the related Cut-off Date, have been consolidated with the outstanding principal
amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and
single repayment term reflected on the related Mortgage Loan Schedule. The lien of the Mortgage securing the
consolidated principal amount is expressly insured as having first lien priority by a title insurance policy, an
endorsement to the policy insuring the mortgagee's consolidated interest or by other title evidence acceptable to
Fannie Mae or Freddie Mac; the consolidated principal amount does not exceed the original principal amount of the
Mortgage Loan; the Seller shall not make future advances after the related Cut-Off Date;
(n) Ownership.
The Company is the sole owner of record and holder of the Mortgage Loan and the related Mortgage Note and the
Mortgage are not assigned or pledged, and the Company has good and marketable title thereto and has full right and
authority to transfer and sell the Mortgage Loan to the Purchaser. The Company is transferring the Mortgage Loan
free and clear of any and all encumbrances, liens, pledges, equities, participation interests, claims, charges or
security interests of any nature encumbering such Mortgage Loan;
(o) Origination/Doing Business.
The Mortgage Loan was originated by a savings and loan association, a savings bank, a commercial bank, a credit
union, an insurance company, or similar institution which is supervised and examined by a federal or state authority
or by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Sections 203 and 211 of the
National Housing Act. All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee,
pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in
compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged
Property is located, and (2) organized under the laws of such state, or (3) qualified to do business in such state,
or (4) federal savings and loan associations or national banks having principal offices in such state, or (5) not
doing business in such state;
(p) LTV, PMI Policy.
Each Mortgage Loan has an LTV as set forth in the related Mortgage Loan Schedule and related Electronic Data File.
Except as indicated on the Electronic Data File, those Mortgage Loans with an LTV greater than 80% at the time of
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origination, a portion of the unpaid principal balance of the Mortgage Loan is and will be insured as to payment
defaults by a PMI Policy. If the Mortgage Loan is insured by a PMI Policy for which the Mortgage pays all premiums,
the coverage will remain in place until (i) the LTV is decreased to 78% or (ii) the PMI Policy is otherwise
terminated pursuant to the Homeowners Protection Act of 1998, 12 USC 4901, et seq. All provisions of such PMI
Policy and LPMI Policy have been and are being complied with, such PMI Policy and LPMI Policy is in full force and
effect, and all premiums due thereunder have been paid. The Qualified Insurer has a claims paying ability
acceptable to Fannie Mae or Freddie Mac. Any Mortgage Loan subject to a PMI Policy obligates the Mortgagor or in
the case of an LPMI Policy, obligates the Company, thereunder to maintain the PMI Policy or LPMI Policy and to pay
all premiums and charges in connection therewith. The Mortgage Interest Rate for the Mortgage Loan as set forth on
the related Mortgage Loan Schedule is net of any such insurance premium. No prior holder of the Mortgage, including
the Company, has done, by act or omission, anything which would impair the coverage of such PMI Policy or LPMI
Policy;
(q) Title Insurance.
The Mortgage Loan is covered by an ALTA lender's title insurance policy or other generally acceptable form of policy
of insurance acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie
Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Company,
its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the
Mortgage Loan, subject only to the exceptions contained in clauses (1), (2) and (3) of Paragraph (k) of this Section
3.02, and against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions
of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. The Company is the sole
insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and
effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No
claims have been made under such lender's title insurance policy, and no prior holder of the Mortgage, including the
Company, has done, by act or omission, anything which would impair the coverage of such lender's title insurance
policy;
(r) No Defaults.
There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and
no event which, with the passage of time or with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration, and neither the Company nor its predecessors have
waived any default, breach, violation or event of acceleration;
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(s) No Mechanics' Liens.
There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights
are outstanding that under the law could give rise to such liens) affecting the related Mortgaged Property which are
or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage which are not insured
against by the title insurance policy referenced in Paragraph (q) above;
(t) Location of Improvements; No Encroachments.
Except as insured against by the title insurance policy referenced in Paragraph (q) above, all improvements which
were considered in determining the Appraised Value of the Mortgaged Property lay wholly within the boundaries and
building restriction lines of the Mortgaged Property and no improvements on adjoining properties encroach upon the
Mortgaged Property. No improvement located on or being part of the Mortgaged Property is in violation of any
applicable zoning law or regulation;
(u) Payment Terms.
Except with respect to the Interest Only Mortgage Loans, principal payments commenced no more than 60 days after the
funds were disbursed to the Mortgagor in connection with the Mortgage Loan. The Mortgage Loans have an original
term to maturity of not more than 30 years, with interest payable in arrears on the first day of each month. As to
each adjustable rate Mortgage Loan on each applicable Adjustment Date, the Mortgage Interest Rate will be adjusted
to equal the sum of the Index plus the applicable Gross Margin, rounded up or down to the nearest multiple of 0.125%
indicated by the Mortgage Note; provided that the Mortgage Interest Rate will not increase or decrease by more than
2.00% on any Adjustment Date, and will in no event exceed the maximum Mortgage Interest Rate or be lower than the
minimum Mortgage Interest Rate listed on the Mortgage Loan Schedule for such Mortgage Loan. Each adjustable rate
Mortgage Note requires a monthly payment which is sufficient, during the period prior to the first adjustment to the
Mortgage Interest Rate, to fully amortize the outstanding principal balance as of the first day of such period over
the then remaining term of such Mortgage Note and to pay interest at the related Mortgage Interest Rate; provided
however, with respect to any Interest Only Mortgage Loans, the Mortgage Note allows a Monthly Payment of interest
only during the period prior to the first Adjustment Date and upon the first adjustment to the Mortgage Interest
Rate, the Mortgage Note requires a Monthly Payment of principal and interest, sufficient to fully amortize the
outstanding principal balance over the then remaining term of such Mortgage Loan. As to each adjustable rate
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Mortgage Loan, if the related Mortgage Interest Rate changes on an adjustment date, the then outstanding principal
balance will be reamortized over the remaining life of such Mortgage Loan. No Mortgage Loan contains terms or
provisions which would result in negative amortization;
(v) Customary Provisions.
The Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided
thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii)
otherwise by judicial foreclosure. There is no homestead or other exemption available to a Mortgagor which would
interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage;
(w) Occupancy of the Mortgaged Property.
As of the date of origination, the Mortgaged Property was lawfully occupied under applicable law;
(x) No Additional Collateral.
The Mortgage Note is not and has not been secured by any collateral, pledged account, except as indicated on the
Electronic Data File, or other security except the lien of the corresponding Mortgage and the security interest of
any applicable security agreement or chattel mortgage referred to in (k) above;
(y) Deeds of Trust.
In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as
such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are
or will become payable by the Mortgagee to the trustee under the deed of trust, except in connection with a
trustee's sale after default by the Mortgagor;
(z) Acceptable Investment.
The Company has no knowledge of any circumstances or conditions with respect to the Mortgage Loan, the Mortgaged
Property, the Mortgagor or the Mortgagor's credit standing that can reasonably be expected to cause private
institutional investors to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become
delinquent, or adversely affect the value or marketability of the Mortgage Loan;
(aa) Transfer of Mortgage Loans.
If the Mortgage Loan is not a MERS Mortgage Loan, the Assignment upon the insertion of the name of the assignee and
recording information is in recordable form and is acceptable for recording under the laws of the jurisdiction in
which the Mortgaged Property is located;
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(bb) Mortgaged Property Undamaged.
The Mortgaged Property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other
casualty so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use
for which the premises were intended;
(cc) Collection Practices; Escrow Deposits.
The origination and collection practices used with respect to the Mortgage Loan have been in accordance with
Accepted Servicing Practices, and have been in all material respects legal and proper. With respect to escrow
deposits and Escrow Payments, all such payments are in the possession of the Company and there exist no deficiencies
in connection therewith for which customary arrangements for repayment thereof have not been made. All Escrow
Payments have been collected in full compliance with state and federal law. No escrow deposits or Escrow Payments
or other charges or payments due the Company have been capitalized under the Mortgage Note;
(dd) No Condemnation.
There is no proceeding pending or to the best of the Company's knowledge threatened for the total or partial
condemnation of the related Mortgaged Property;
(ee) The Appraisal.
The Servicing File contains an appraisal of the related Mortgaged Property. As to each Time$aver® Mortgage Loan,
the appraisal may be from the original of the existing Company-serviced loan, which was refinanced via such
Time$aver® Mortgage Loan. The appraisal was conducted by an appraiser who had no interest, direct or indirect, in
the Mortgaged Property or in any loan made on the security thereof; and whose compensation is not affected by the
approval or disapproval of the Mortgage Loan, and the appraisal and the appraiser both satisfy the applicable
requirements of Title XI of the Financial Institution Reform, Recovery, and Enforcement Act of 1989 and the
regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated;
(ff) Insurance.
The Mortgaged Property securing each Mortgage Loan is insured by an insurer acceptable to Fannie Mae or Freddie Mac
against loss by fire and such hazards as are covered under a standard extended coverage endorsement and such other
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hazards as are customary in the area where the Mortgaged Property is located pursuant to insurance policies
conforming to the requirements of Section 4.10, in an amount which is at least equal to the lesser of (a) 100% of
the insurable value, on a replacement cost basis, of the improvements on the related Mortgaged Property, and (b) the
greater of (i) the outstanding principal balance of the Mortgage Loan and (ii) an amount such that the proceeds of
such insurance shall be sufficient to prevent the application to the Mortgagor or the loss payee of any coinsurance
clause under the policy. If the Mortgaged Property is a condominium unit, it is included under the coverage
afforded by a blanket policy for the project. If the improvements on the Mortgaged Property are in an area
identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, a
flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is
in effect with a generally acceptable insurance carrier, in an amount representing coverage not less than the least
of (A) the outstanding principal balance of the Mortgage Loan, (B) the full insurable value and (C) the maximum
amount of insurance which was available under the Flood Disaster Protection Act of 1973, as amended. All individual
insurance policies contain a standard mortgagee clause naming the Company and its successors and assigns as
mortgagee, and all premiums thereon have been paid. The Mortgage obligates the Mortgagor thereunder to maintain a
hazard insurance policy at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the
holder of the Mortgage to obtain and maintain such insurance at such Mortgagor's cost and expense, and to seek
reimbursement therefor from the Mortgagor. The hazard insurance policy is the valid and binding obligation of the
insurer, is in full force and effect, and will be in full force and effect and inure to the benefit of the Purchaser
upon the consummation of the transactions contemplated by this Agreement. The Company has not acted or failed to
act so as to impair the coverage of any such insurance policy or the validity, binding effect and enforceability
thereof;
(gg) Servicemembers' Civil Relief Act.
The Mortgagor has not notified the Company, and the Company has no knowledge of any relief requested or allowed to
the Mortgagor under the Servicemembers' Civil Relief Act, as amended;
(hh) No Graduated Payments or Contingent Interests.
The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation
or other contingent interest feature;
(ii) No Construction Loans.
No Mortgage Loan was made in connection with (i) the construction or rehabilitation of a Mortgage Property or (ii)
facilitating the trade-in or exchange of a Mortgaged Property other than a construction-to-permanent loan which has
converted to a permanent Mortgage Loan;
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(jj) Underwriting.
Each Mortgage Loan was underwritten in accordance with the underwriting guidelines of the Company, which were in
effect at the time the Mortgage Loan was originated; and the Mortgage Note and Mortgage are on forms acceptable to
Freddie Mac or Fannie Mae;
(kk) Buydown Mortgage Loans.
With respect to each Mortgage Loan that is a Buydown Mortgage Loan:
(i) On or before the date of origination of such Mortgage Loan, the Company and the Mortgagor, or the Company,
the Mortgagor and the seller of the Mortgaged Property or a third party entered into a Buydown Agreement.
The Buydown Agreement provides that the seller of the Mortgaged Property (or third party) shall deliver to
the Company temporary Buydown Funds in an amount equal to the aggregate undiscounted amount of payments
that, when added to the amount the Mortgagor on such Mortgage Loan is obligated to pay on each Due Date in
accordance with the terms of the Buydown Agreement, is equal to the full scheduled Monthly Payment due on
such Mortgage Loan. The temporary Buydown Funds enable the Mortgagor to qualify for the Buydown Mortgage
Loan. The effective interest rate of a Buydown Mortgage Loan if less than the interest rate set forth in
the related Mortgage Note will increase within the Buydown Period as provided in the related Buydown
Agreement so that the effective interest rate will be equal to the interest rate as set forth in the
related Mortgage Note. The Buydown Mortgage Loan satisfies the requirements of Fannie Mae or Freddie Mac
guidelines;
(ii) The Mortgage and Mortgage Note reflect the permanent payment terms rather than the payment terms of the
Buydown Agreement. The Buydown Agreement provides for the payment by the Mortgagor of the full amount of
the Monthly Payment on any Due Date that the Buydown Funds are available. The Buydown Funds were not used
to reduce the original principal balance of the Mortgage Loan or to increase the Appraised Value of the
Mortgage Property when calculating the Loan-to-Value Ratios for purposes of the Agreement and, if the
Buydown Funds were provided by the Company and if required under Fannie Mae or Freddie Mac guidelines, the
terms of the Buydown Agreement were disclosed to the appraiser of the Mortgaged Property;
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(iii) The Buydown Funds may not be refunded to the Mortgagor unless the Mortgagor makes a principal payment for
the outstanding balance of the Mortgage Loan;
(iv) As of the date of origination of the Mortgage Loan, the provisions of the related Buydown Agreement
complied with the requirements of Fannie Mae or Freddie Mac regarding buydown agreements.
(ll) Delivery of Custodial Mortgage Files.
Any documents required to be delivered by the Company under this Agreement have been delivered to the Custodian.
The Company is in possession of a complete, true and accurate Retained Mortgage File and Custodial Mortgage File in
compliance with Exhibit C hereto;
(mm) No Violation of Environmental Laws.
There is no pending action or proceeding directly involving any Mortgaged Property of which the Company is aware in
which compliance with any environmental law, rule or regulation is an issue; and to the best of the Company's
knowledge, nothing further remains to be done to satisfy in full all requirements of each such law, rule or
regulation constituting a prerequisite to use and enjoyment of said property;
(nn) No Bankruptcy.
No Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan
was originated and to the best of the Company's knowledge, as of the related Closing Date, the Company has not
received notice that any Mortgagor is a debtor under any state or federal bankruptcy or insolvency proceeding;
(oo) HOEPA.
No Mortgage Loan is a High Cost Loan or Covered Loan;
(pp) Cooperative Loans.
With respect to each Cooperative Loan:
(i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC
financing statement, continuation statement or other governmental filing or recordation necessary to create
or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and
Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or
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equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes
in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property
described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term
expires no less than five years after the Mortgage Loan term or such other term acceptable to Fannie Mae or
Freddie Mac;
(ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable
to Fannie Mae and qualified to do business in the jurisdiction where the Cooperative is located;
(iii) (a) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (b) there
is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative
Shares owned by such Mortgagor first to the Cooperative; (c) there is no prohibition in any Proprietary
Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (d) the Cooperative has
been created and exists in full compliance with the requirements for residential cooperatives in the
jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under
Section 210 of the Code; (e) the Recognition Agreement is on a form published by Aztech Document Services,
Inc. or includes similar provisions; and (f) the Cooperative has good and marketable title to the Project,
and owns the Project either in fee simple or under a leasehold that complies with the requirements of the
Fannie Mae Guidelines; such title is free and clear of any adverse liens or encumbrances, except the lien
of any blanket mortgage;
(iv) The Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any
maintenance charges or assessments owed by the Mortgagor;
(v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative
Shares will be transferred by the stock transfer agent of the Cooperative if the Company undertakes to
convert the ownership of the collateral securing the related Cooperative Loan;
(qq) Georgia Fair Lending Act.
There is no Mortgage Loan that was originated on or after October 1, 2002 and before March 7, 2003, which is secured
by property located in the State of Georgia;
(rr) Methodology.
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The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical
principles which relate the borrower's income, assets and liabilities to the proposed payment and such underwriting
methodology does not rely on the extent of the borrower's equity in the collateral as the principal determining
factor in approving such credit extension. Such underwriting methodology confirmed that at the time of origination
(application/approval) the borrower had a reasonable ability to make timely payments on the Mortgage Loan;
(ss) Imposition of a Premium.
With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment
prior to maturity: (i) the prepayment premium is disclosed to the borrower in the loan documents pursuant to
applicable state and federal law, and (ii) notwithstanding any state or federal law to the contrary, the Company
shall recommend that such prepayment premium is not imposed in any instance when the mortgage debt is accelerated as
the result of the borrower's default in making the loan payments;
(tt) Single Premium Credit Life.
No Mortgagor was required to purchase any single premium credit insurance policy (e.g. life, disability, accident,
unemployment or health insurance products) or debt cancellation agreement as a condition of obtaining the extension
of credit. No Mortgagor obtained a prepaid single premium credit insurance policy (e.g. life, disability, accident,
unemployment or health insurance product) as part of the origination of the Mortgage Loan. No proceeds from any
Mortgage Loan were used to purchase single premium credit insurance policies or debt cancellation agreements as part
of the origination of, or as a condition to closing, such Mortgage Loan;
(uu) No Arbitration Provision.
With respect to each Mortgage Loan, neither the related Mortgage nor the related Mortgage Note requires the
Mortgagor to submit to arbitration to resolve any dispute arising out of or relating in any way to the Mortgage Loan
transaction;
(ww) Credit Reporting.
With respect to each Mortgage Loan, the Company has fully furnished, in accordance with the Fair Credit Reporting
Act and its implementing regulations, accurate and complete information (i.e. favorable and unfavorable) on its
borrower credit files to Equifax, Experian and Trans Union Credit Information Company (three of the credit
repositories), on a monthly basis; and
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(xx) Illinois Interest Act.
Any Mortgage Loan with a Mortgaged Property in the State of Illinois complies with the Illinois Interest Act.
Section 3.03 Repurchase.
It is understood and agreed that the representations and warranties set forth in Sections 3.01 and 3.02 shall survive the
sale of the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan Documents to the Custodian and shall inure to the
benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or
the examination or failure to examine any Custodial Mortgage Files or Retained Mortgage File. Upon discovery by either the Company
or the Purchaser of a breach of any of the foregoing representations and warranties which materially and adversely affects the value
of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of Purchaser in the
related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering
such breach shall give prompt written notice to the other.
Within ninety (90) days of the earlier of either discovery by or notice to the Company of any breach of a representation or
warranty which materially and adversely affects the value of the Mortgage Loans, the Company shall use its best efforts promptly to
cure such breach in all material respects and, if such breach cannot be cured, the Company shall, at the Purchaser's option,
repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set
forth in Section 3.01, and such breach cannot be cured within 90 days of the earlier of either discovery by or notice to the Company
of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Company at the Repurchase Price.
However, if the breach shall involve a representation or warranty set forth in Section 3.02 and the Company discovers or receives
notice of any such breach within 120 days of the related Closing Date, the Company shall, if the breach cannot be cured, at the
Purchaser's option and provided that the Company has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan
as provided above, remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified Substitute Mortgage
Loan or Loans, provided that any such substitution shall be effected not later than 120 days after the related Closing Date. If the
Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within ninety (90) days of the
written notice of the breach or the failure to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant to the
foregoing provisions of this Section 3.03 shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase
Price for distribution to Purchaser on the next scheduled Remittance Date, after deducting therefrom any amount received in respect
of such repurchased Mortgage Loan or Loans and being held in the Custodial Account for future distribution.
At the time of repurchase or substitution, the Purchaser and the Company shall arrange for the reassignment of the Deleted
Mortgage Loan to the Company and the delivery to the Company of any documents held by the Custodian relating to the Deleted Mortgage
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Loan. If the Company repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Company shall cause MERS to designate on the MERS®
System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the event of a repurchase or
substitution, the Company shall, simultaneously with such reassignment, give written notice to the Purchaser that such repurchase or
substitution has taken place, amend the related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from
this Agreement, and, in the case of substitution, identify a Qualified Substitute Mortgage Loan and amend the related Mortgage Loan
Schedule to reflect the addition of such Qualified Substitute Mortgage Loan to this Agreement. In connection with any such
substitution, the Company shall be deemed to have made as to such Qualified Substitute Mortgage Loan the representations and
warranties set forth in this Agreement except that all such representations and warranties set forth in this Agreement shall be
deemed made as of the date of such substitution. The Company shall effect such substitution by delivering to the Custodian for such
Qualified Substitute Mortgage Loan the documents required by Section 2.03, with the Mortgage Note endorsed as required by Section
2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Company shall deposit in
the Custodial Account the Monthly Payment less the Servicing Fee due on such Qualified Substitute Mortgage Loan or Loans in the month
following the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of
substitution shall be retained by the Company. With respect to any Deleted Mortgage loan, distributions to Purchaser shall include
the Monthly Payment due on any Deleted Mortgage Loan in the month of substitution, and the Company shall thereafter be entitled to
retain all amounts subsequently received by the Company in respect of such Deleted Mortgage Loan.
For any month in which the Company substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Company
shall determine the amount (if any) by which the aggregate principal balance of all Qualified Substitute Mortgage Loans as of the
date of substitution is less than the aggregate Stated Principal Balance of all Deleted Mortgage Loans (after application of
scheduled principal payments due in the month of substitution). The amount of such shortfall shall be distributed by the Company in
the month of substitution pursuant to Section 5.01. Accordingly, on the date of such substitution, the Company shall deposit from
its own funds into the Custodial Account an amount equal to the amount of such shortfall.
In addition to such repurchase or substitution obligation, the Company shall indemnify the Purchaser and hold it harmless
against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and
other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a
breach of the Company representations and warranties contained in this Agreement. It is understood and agreed that the obligations
of the Company set forth in this Section 3.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the
Purchaser as provided in this Section 3.03 constitute the sole remedies of the Purchaser respecting a breach of the foregoing
representations and warranties.
Any cause of action against the Company relating to or arising out of the breach of any representations and warranties made
in Sections 3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Purchaser or notice thereof
35
by the Company to the Purchaser, (ii) failures by the Company to cure such breach or repurchase such Mortgage Loan as specified
above, and (iii) demand upon the Company by the Purchaser for compliance with this Agreement.
In the event a Mortgage Loan pays off in full on or before the related Closing Date, the Company must repay the
Purchaser the difference between the Unpaid Principal Balance of such Mortgage Loan as of the date of pay off and the Unpaid
Principal Balance multiplied by the purchase price percentage adjusted, if necessary in accordance with the Commitment Letter.
ARTICLE IVADMINISTRATION AND SERVICING OF MORTGAGE LOANSSection 4.01 Company to Act as Servicer.The Company, as an independent contractor, shall service and administer the Mortgage Loans and shall have full power and
authority, acting alone or through the utilization of a Subcontractor, to do any and all things in connection with such servicing and
administration which the Company may deem necessary or desirable, consistent with the terms of this Agreement and with Accepted
Servicing Practices. The Company shall be responsible for any and all acts of a Subcontractor, and the Company's utilization of a
Subcontractor shall in no way relieve the liability of the Company under this Agreement.
Consistent with the terms of this Agreement, the Company may waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Company's
reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the
Purchaser, provided, however, that the Company shall not make any future advances with respect to a Mortgage Loan and (unless the
Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Company, imminent and the
Company has obtained the prior written consent of the Purchaser) the Company shall not permit any modification with respect to any
Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive the payment of principal (except for actual payments of
principal) or change the final maturity date on such Mortgage Loan. In the event of any such modification which permits the deferral
of interest or principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance
Date in any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own
funds, in accordance with Section 5.03, the difference between (a) such month's principal and one month's interest at the Mortgage
Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The Company
shall be entitled to reimbursement for such advances to the same extent as for all other advances made pursuant to Section 5.03.
Without limiting the generality of the foregoing, the Company shall continue, and is hereby authorized and empowered, to execute and
deliver on behalf of itself and the Purchaser, all instruments of satisfaction or cancellation, or of partial or full release,
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discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If
reasonably required by the Company, the Purchaser shall furnish the Company with any powers of attorney and other documents necessary
or appropriate to enable the Company to carry out its servicing and administrative duties under this Agreement.
In servicing and administering the Mortgage Loans, the Company shall employ procedures (including collection procedures) and
exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account,
giving due consideration to Accepted Servicing Practices where such practices do not conflict with the requirements of this
Agreement, and the Purchaser's reliance on the Company.
The Company is authorized and empowered by the Purchaser, in its own name, when the Company believes it appropriate in its
reasonable judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage
Loan on the MERS® System, with written consent of the Purchaser, to execute and deliver, on behalf of the Purchaser, any and all
instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name
of MERS, solely as nominee for the Purchaser and its successors and assigns.
The Company shall cause to be maintained for each Cooperative Loan a copy of the financing statements and shall file and
such financing statements and continuation statements as necessary, in accordance with the Uniform Commercial Code applicable in the
jurisdiction in which the related Cooperative Apartment is located, to perfect and protect the security interest and lien of the
Purchaser.
The Company shall apply any Principal Prepayment on an Interest Only Mortgage Loan to the then-outstanding principal
balance, at which time the interest-only payment feature shall be extinguished. The related Monthly Payment shall thereafter consist
of both principal and interest components, and the amount of such Monthly Payment shall not change prior to the next Adjustment Date.
Section 4.02 Liquidation of Mortgage Loans.
In the event that any payment due under any Mortgage Loan and not postponed pursuant to Section 4.01 is not paid when the
same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or obligation under the Mortgage Loan
and such failure continues beyond any applicable grace period, the Company shall take such action as (1) the Company would take under
similar circumstances with respect to a similar mortgage loan held for its own account for investment, (2) shall be consistent with
Accepted Servicing Practices, (3) the Company shall determine prudently to be in the best interest of Purchaser, and (4) is
consistent with any related PMI Policy. In the event that any payment due under any Mortgage Loan is not postponed pursuant to
Section 4.01 and remains delinquent for a period of 90 days or any other default continues for a period of 90 days beyond the
expiration of any grace or cure period, the Company shall commence foreclosure proceedings, the Company shall notify the Purchaser in
writing of the Company's intention to do so, and the Company shall not commence foreclosure proceedings if the Purchaser objects to
37
such action within three (3) Business Days of receiving such notice. In the event the Purchaser objects to such foreclosure action,
the Company shall not be required to make Monthly Advances with respect to such Mortgage Loan, pursuant to Section 5.03, and the
Company's obligation to make such Monthly Advances shall terminate on the 90th day referred to above. In such connection, the
Company shall from its own funds make all necessary and proper Servicing Advances, provided, however, that the Company shall not be
required to expend its own funds in connection with any foreclosure or towards the restoration or preservation of any Mortgaged
Property, unless it shall determine (a) that such preservation, restoration and/or foreclosure will increase the proceeds of
liquidation of the Mortgage Loan to Purchaser after reimbursement to itself for such expenses and (b) that such expenses will be
recoverable by it either through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the
Custodial Account pursuant to Section 4.05) or through Insurance Proceeds (respecting which it shall have similar priority).
Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu
of foreclosure, in the event the Company has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or
toxic substances or wastes, or if the Purchaser otherwise requests an environmental inspection or review of such Mortgaged Property,
such an inspection or review is to be conducted by a qualified inspector. The cost for such inspection or review shall be borne by
the Purchaser. Upon completion of the inspection or review, the Company shall promptly provide the Purchaser with a written report
of the environmental inspection.
After reviewing the environmental inspection report, the Purchaser shall determine how the Company shall proceed with
respect to the Mortgaged Property. In the event (a) the environmental inspection report indicates that the Mortgaged Property is
contaminated by hazardous or toxic substances or wastes and (b) the Purchaser directs the Company to proceed with foreclosure or
acceptance of a deed in lieu of foreclosure, the Company shall be reimbursed for all reasonable costs associated with such
foreclosure or acceptance of a deed in lieu of foreclosure and any related environmental clean up costs, as applicable, from the
related Liquidation Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse the Company, the Company shall be
entitled to be reimbursed from amounts in the Custodial Account pursuant to Section 4.05 hereof. In the event the Purchaser directs
the Company not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Company shall be reimbursed for all
Servicing Advances made with respect to the related Mortgaged Property from the Custodial Account pursuant to Section 4.05 hereof.
Section 4.03 Collection of Mortgage Loan Payments.
Continuously from the related Cut-off Date until the principal and interest on all Mortgage Loans are paid in full, the
Company shall proceed diligently to collect all payments due under each of the Mortgage Loans when the same shall become due and
payable and shall take special care in ascertaining and estimating Escrow Payments and all other charges that will become due and
38
payable with respect to the Mortgage Loan and the Mortgaged Property, to the end that the installments payable by the Mortgagors will
be sufficient to pay such charges as and when they become due and payable.
Section 4.04 Establishment of and Deposits to Custodial Account.The Company shall segregate and hold all funds collected and received pursuant to a Mortgage Loan separate and apart from
any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts, in the form of time deposit
or demand accounts, titled "Wells Fargo Bank, N.A. in trust for the Purchaser and/or subsequent purchasers of Mortgage Loans - P &
I." The Custodial Account shall be established with a Qualified Depository. Upon request of the Purchaser and within ten (10) days
thereof, the Company shall provide the Purchaser with written confirmation of the existence of such Custodial Account. Any funds
deposited into the Custodial Account shall at all times be insured to the fullest extent allowed by applicable law. Funds deposited
in the Custodial Account may be drawn on by the Company in accordance with Section 4.05.
The Company shall deposit in the Custodial Account within one (1) Business Day of Company's receipt, and retain therein, the
following collections received by the Company and payments made by the Company after the related Cut-off Date, other than payments of
principal and interest due on or before the related Cut-off Date, or received by the Company prior to the related Cut-off Date but
allocable to a period subsequent thereto:
(i) all payments on account of principal on the Mortgage Loans, including all Principal Prepayments;
(ii) all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Loan Remittance Rate;
(iii) all Liquidation Proceeds;
(iv) all Insurance Proceeds including amounts required to be deposited pursuant to Section 4.10 (other than proceeds to
be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the
Mortgagor in accordance with Section 4.14), Section 4.11 and Section 4.15;
(v) all Condemnation Proceeds which are not applied to the restoration or repair of the Mortgaged Property or released
to the Mortgagor in accordance with Section 4.14;
(vi) any amount required to be deposited in the Custodial Account pursuant to Section 4.01, 5.03, 6.01 or 6.02;
(vii) any amounts payable in connection with the repurchase of any Mortgage Loan pursuant to Section 3.03 and all amounts
required to be deposited by the Company in connection with a shortfall in principal amount of any Qualified
Substitute Mortgage Loan pursuant to Section 3.03;
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(viii) with respect to each Principal Prepayment an amount (to be paid by the Company out of its funds) which, when added
to all amounts allocable to interest received in connection with the Principal Prepayment, equals one month's
interest on the amount of principal so prepaid at the Mortgage Loan Remittance Rate;
(ix) any amounts required to be deposited by the Company pursuant to Section 4.11 in connection with the deductible
clause in any blanket hazard insurance policy;
(x) any amounts received with respect to or related to any REO Property and all REO Disposition Proceeds pursuant to
Section 4.16; and
(xi) an amount from the Subsidy Account that when added to the Mortgagor's payment will equal the full monthly amount due
under the related Mortgage Note.
The foregoing requirements for deposit into the Custodial Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the extent
permitted by Section 6.01, need not be deposited by the Company into the Custodial Account. Any interest paid on funds deposited in
the Custodial Account by the depository institution shall accrue to the benefit of the Company and the Company shall be entitled to
retain and withdraw such interest from the Custodial Account pursuant to Section 4.05.
Section 4.05 Permitted Withdrawals From Custodial Account.The Company shall, from time to time, withdraw funds from the Custodial Account for the following purposes:
(i) to make payments to the Purchaser in the amounts and in the manner provided for in Section 5.01;
(ii) to reimburse itself for Monthly Advances of the Company's funds made pursuant to Section 5.03, the Company's right
to reimburse itself pursuant to this subclause (ii) being limited to amounts received on the related Mortgage Loan
which represent late payments of principal and/or interest respecting which any such advance was made, it being
understood that, in the case of any such reimbursement, the Company's right thereto shall be prior to the rights of
Purchaser, except that, where the Company is required to repurchase a Mortgage Loan pursuant to Section 3.03 or
6.02, the Company's right to such reimbursement shall be subsequent to the payment to the Purchaser of the
Repurchase Price pursuant to such sections and all other amounts required to be paid to the Purchaser with respect
to such Mortgage Loan;
(iii) to reimburse itself for unreimbursed Servicing Advances, and for any unpaid Servicing Fees, the Company's right to
reimburse itself pursuant to this subclause (iii) with respect to any Mortgage Loan being limited to related
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Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and such other amounts as may be collected by the
Company from the Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of any
such reimbursement, the Company's right thereto shall be prior to the rights of Purchaser, except that where the
Company is required to repurchase a Mortgage Loan pursuant to Section 3.03 or 6.02, in which case the Company's
right to such reimbursement shall be subsequent to the payment to the Purchaser of the Repurchase Price pursuant to
such sections and all other amounts required to be paid to the Purchaser with respect to such Mortgage Loan. Upon
Purchaser's request, the Company shall provide documentation supporting the Company's Servicing Advances;
(iv) to pay itself interest on funds deposited in the Custodial Account;
(v) to reimburse itself for expenses incurred and reimbursable to it pursuant to Section 8.01;
(vi) to pay any amount required to be paid pursuant to Section 4.16 related to any REO Property, it being understood
that, in the case of any such expenditure or withdrawal related to a particular REO Property, the amount of such
expenditure or withdrawal from the Custodial Account shall be limited to amounts on deposit in the Custodial Account
with respect to the related REO Property;
(vii) to reimburse itself for any Servicing Advances or REO expenses after liquidation of the Mortgaged Property not
otherwise reimbursed above;
(viii) to remove funds inadvertently placed in the Custodial Account by the Company; and
(ix) to clear and terminate the Custodial Account upon the termination of this Agreement.
In the event that the Custodial Account is interest bearing, on each Remittance Date, the Company shall withdraw all funds
from the Custodial Account except for those amounts which, pursuant to Section 5.01, the Company is not obligated to remit on such
Remittance Date. The Company may use such withdrawn funds only for the purposes described in this Section 4.05.
Section 4.06 Establishment of and Deposits to Escrow Account.The Company shall segregate and hold all funds collected and received pursuant to a Mortgage Loan constituting Escrow
Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow
Accounts, in the form of time deposit or demand accounts, titled, "Wells Fargo Bank, N.A., in trust for the Purchaser and/or
subsequent purchasers of Residential Mortgage Loans, and various Mortgagors - T & I." The Escrow Accounts shall be established with
a Qualified Depository, in a manner which shall provide maximum available insurance thereunder. Upon request of the Purchaser and
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within ten (10) days thereof, the Company shall provide the Purchaser with written confirmation of the existence of such Escrow
Account. Funds deposited in the Escrow Account may be drawn on by the Company in accordance with Section 4.07.
The Company shall deposit in the Escrow Account or Accounts within one (1) Business Days of Company's receipt, and retain
therein:
(i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any
such items as required under the terms of this Agreement;
(ii) all amounts representing Insurance Proceeds or Condemnation Proceeds which are to be applied to the restoration or
repair of any Mortgaged Property; and
(iii) all payments on account of Buydown Funds.
The Company shall make withdrawals from the Escrow Account only to effect such payments as are required under this
Agreement, as set forth in Section 4.07. The Company shall be entitled to retain any interest paid on funds deposited in the Escrow
Account by the depository institution, other than interest on escrowed funds required by law to be paid to the Mortgagor. To the
extent required by law, the Company shall pay interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account may
be non-interest bearing or that interest paid thereon is insufficient for such purposes.
Section 4.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account or Accounts may be made by the Company only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, mortgage insurance premiums, condominium
charges, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage;
(ii) to reimburse the Company for any Servicing Advances made by the Company pursuant to Section 4.08 with respect to a
related Mortgage Loan, but only from amounts received on the related Mortgage Loan which represent late collections
of Escrow Payments thereunder;
(iii) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related
Mortgage Loan;
(iv) for transfer to the Custodial Account and application to reduce the principal balance of the Mortgage Loan in
accordance with the terms of the related Mortgage and Mortgage Note;
(v) for application to restoration or repair of the Mortgaged Property in accordance with the procedures outlined in
Section 4.14;
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(vi) to pay to the Company, or any Mortgagor to the extent required by law, any interest paid on the funds deposited in
the Escrow Account;
(vii) to remove funds inadvertently placed in the Escrow Account by the Company;
(viii) to remit to Purchaser payments on account of Buydown Funds as applicable; and
(ix) to clear and terminate the Escrow Account on the termination of this Agreement.
Section 4.08 Payment of Taxes, Insurance and Other Charges.
With respect to each Mortgage Loan, the Company shall maintain accurate records reflecting the status of ground rents,
taxes, assessments, water rates, sewer rents, and other charges which are or may become a lien upon the Mortgaged Property and the
status of PMI Policy premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the payment
of such charges (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination date,
employing for such purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated by the
Company in amounts sufficient for such purposes, as allowed under the terms of the Mortgage. The Company assumes full responsibility
for the timely payment of all such bills and shall effect timely payment of all such charges irrespective of each Mortgagor's
faithful performance in the payment of same or the making of the Escrow Payments, and the Company shall make advances from its own
funds to effect such payments.
Section 4.09 Protection of Accounts.The Company may transfer the Custodial Account, the Subsidy Account or the Escrow Account to a different Qualified
Depository from time to time with prior written notice to Purchaser.
Section 4.10 Maintenance of Hazard Insurance.The Company shall cause to be maintained for each Mortgage Loan hazard insurance such that all buildings upon the Mortgaged
Property are insured by an insurer acceptable to Fannie Mae or Freddie Mac against loss by fire, hazards of extended coverage and
such other hazards as are customary in the area where the Mortgaged Property is located, in an amount which is at least equal to the
lesser of (i) 100% of the insurable value, on a replacement cost basis, of the improvements on the related Mortgaged Property, and
(ii) the greater of (a) the outstanding principal balance of the Mortgage Loan and (b) an amount such that the proceeds of such
insurance shall be sufficient to prevent the application to the Mortgagor or the loss payee of any coinsurance clause under the
policy. In the event a hazard insurance policy shall be in danger of being terminated, or in the event the insurer shall cease to be
acceptable to Fannie Mae or Freddie Mac, the Company shall notify the Purchaser and the related Mortgagor, and shall use its best
efforts, as permitted by applicable law, to obtain from another qualified insurer a replacement hazard insurance policy substantially
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and materially similar in all respects to the original policy. In no event, however, shall a Mortgage Loan be without a hazard
insurance policy at any time, subject only to Section 4.11 hereof.
If upon origination of the Mortgage Loan, the related Mortgaged Property was located in an area identified by the Flood
Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance
policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect with a generally
acceptable insurance carrier acceptable to Fannie Mae or Freddie Mac in an amount representing coverage equal to the lesser of (i)
the minimum amount required, under the terms of coverage, to compensate for any damage or loss on a replacement cost basis (or the
unpaid balance of the mortgage if replacement cost coverage is not available for the type of building insured) and (ii) the maximum
amount of insurance which is available under the Flood Disaster Protection Act of 1973, as amended. If at any time during the term
of the Mortgage Loan, the Company determines in accordance with applicable law that a Mortgaged Property is located in a special
flood hazard area and is not covered by flood insurance or is covered in an amount less than the amount required by the Flood
Disaster Protection Act of 1973, as amended, the Company shall notify the related Mortgagor that the Mortgagor must obtain such flood
insurance coverage, and if said Mortgagor fails to obtain the required flood insurance coverage within forty-five (45) days after
such notification, the Company shall immediately force place the required flood insurance on the Mortgagor's behalf, as permitted by
applicable law.
If a Mortgage is secured by a unit in a condominium project, the Company shall verify that the coverage required of the
owner's association, including hazard, flood, liability, and fidelity coverage, is being maintained in accordance with then current
Fannie Mae requirements, and secure from the owner's association its agreement to notify the Company promptly of any change in the
insurance coverage or of any condemnation or casualty loss that may have a material effect on the value of the Mortgaged Property as
security.
In the event that any Purchaser or the Company shall determine that the Mortgaged Property should be insured against loss or
damage by hazards and risks not covered by the insurance required to be maintained by the Mortgagor pursuant to the terms of the
Mortgage, the Company shall communicate and consult with the Mortgagor with respect to the need for such insurance and bring to the
Mortgagor's attention the required amount of coverage for the Mortgaged Property and if the Mortgagor does not obtain such coverage,
the Company shall immediately force place the required coverage on the Mortgagor'.
All policies required hereunder shall name the Company as loss payee and shall be endorsed with standard or union mortgagee
clauses, without contribution, which shall provide for at least 30 days prior written notice of any cancellation, reduction in amount
or material change in coverage.
The Company shall not interfere with the Mortgagor's freedom of choice in selecting either his insurance carrier or agent,
provided, however, that the Company shall not accept any such insurance policies from insurance companies unless such companies are
acceptable to Fannie Mae and Freddie Mac and are licensed to do business in the jurisdiction in which the Mortgaged Property is
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located. The Company shall determine that such policies provide sufficient risk coverage and amounts, that they insure the property
owner, and that they properly describe the property address.
Pursuant to Section 4.04, any amounts collected by the Company under any such policies (other than amounts to be deposited
in the Escrow Account and applied to the restoration or repair of the related Mortgaged Property, or property acquired in liquidation
of the Mortgage Loan, or to be released to the Mortgagor, in accordance with the Company's normal servicing procedures as specified
in Section 4.14) shall be deposited in the Custodial Account subject to withdrawal pursuant to Section 4.05.
Section 4.11 Maintenance of Mortgage Impairment Insurance.
In the event that the Company shall obtain and maintain a blanket policy insuring against losses arising from fire and
hazards covered under extended coverage on all of the Mortgage Loans, then, to the extent such policy provides coverage in an amount
equal to the amount required pursuant to Section 4.10 and otherwise complies with all other requirements of Section 4.10, it shall
conclusively be deemed to have satisfied its obligations as set forth in Section 4.10. The Company shall prepare and make any claims
on the blanket policy as deemed necessary by the Company in accordance with Accepted Servicing Practices. Any amounts collected by
the Company under any such policy relating to a Mortgage Loan shall be deposited in the Custodial Account subject to withdrawal
pursuant to Section 4.05. Such policy may contain a deductible clause, in which case, in the event that there shall not have been
maintained on the related Mortgaged Property a policy complying with Section 4.10, and there shall have been a loss which would have
been covered by such policy, the Company shall deposit in the Custodial Account at the time of such loss the amount not otherwise
payable under the blanket policy because of such deductible clause, such amount to be deposited from the Company's funds, without
reimbursement therefor. Upon request of the Purchaser, the Company shall cause to be delivered to such Purchaser a certificate of
insurance and a statement from the insurer thereunder that such policy shall in no event be terminated or materially modified without
30 days' prior written notice to such Purchaser.
Section 4.12 Maintenance of Fidelity Bond and Errors and Omissions Insurance.The Company shall maintain with responsible companies, at its own expense, a blanket Fidelity Bond and an Errors and
Omissions Insurance Policy, with broad coverage on all officers, employees or other Persons acting in any capacity requiring such
Persons to handle funds, money, documents or papers relating to the Mortgage Loans ("Company Employees"). Any such Fidelity Bond and
Errors and Omissions Insurance Policy shall be in the form of the Mortgage Banker's Blanket Bond and shall protect and insure the
Company against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such Company
Employees. Such Fidelity Bond and Errors and Omissions Insurance Policy also shall protect and insure the Company against losses in
connection with the release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured
thereby. No provision of this Section 4.12 requiring such Fidelity Bond and Errors and Omissions Insurance Policy shall diminish or
relieve the Company from its duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and
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insurance policy shall be with a company acceptable to Fannie Mae or Freddie Mac and in amounts at least equal to the amounts
acceptable to Fannie Mae or Freddie Mac. Upon the request of any Purchaser, the Company shall cause to be delivered to such
Purchaser a certified true copy of such fidelity bond and insurance policy and a statement from the surety and the insurer that such
fidelity bond and insurance policy shall in no event be terminated or materially modified without 30 days' prior written notice to
the Purchaser.
Section 4.13 Inspections.
If any Mortgage Loan is more than 60 days delinquent, the Company immediately shall inspect the Mortgaged Property and shall
conduct subsequent inspections in accordance with Accepted Servicing Practices or as may be required by the primary mortgage guaranty
insurer. The Company shall keep a record of each such inspection and shall provide the Purchaser with copies of such upon request.
Section 4.14 Restoration of Mortgaged Property.The Company need not obtain the approval of the Purchaser prior to releasing any Insurance Proceeds or Condemnation Proceeds
to the Mortgagor to be applied to the restoration or repair of the Mortgaged Property if such release is in accordance with Accepted
Servicing Practices. For claims greater than $15,000, at a minimum the Company shall comply with the following conditions in
connection with any such release of Insurance Proceeds or Condemnation Proceeds:
(i) the Company shall receive satisfactory independent verification of completion of repairs and issuance of any required
approvals with respect thereto;
(ii) the Company shall take all steps necessary to preserve the priority of the lien of the Mortgage, including, but not
limited to requiring waivers with respect to mechanics' and materialmen's liens;
(iii) the Company shall verify that the Mortgage Loan is not in default; and
(iv) pending repairs or restoration, the Company shall place the Insurance Proceeds or Condemnation Proceeds in the Escrow
Account.
If the Purchaser is named as an additional loss payee, the Company is hereby empowered to endorse any loss draft issued in
respect of such a claim in the name of the Purchaser.
Section 4.15 Maintenance of PMI Policy; Claims.
Each Mortgage Loan has an LTV as indicated on the Mortgage Loan Schedule and Electronic Data File. Except as indicated on
the Electronic Data File, with respect to each Mortgage Loan with an LTV in excess of 80% at the time of origination, the Company
shall, without any cost to the Purchaser maintain or cause the Mortgagor to maintain in full force and effect a PMI Policy or LPMI
Policy insuring a portion of the unpaid principal balance of the Mortgage Loan as to payment defaults. If the Mortgage Loan is
insured by a PMI Policy for which the Mortgagor pays all premiums, the coverage will remain in place until (i) the LTV decreases to
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78% or (ii) the PMI Policy is otherwise terminated pursuant to the Homeowners Protection Act of 1998, 12 USC 4901, et seq. In the
event that such PMI Policy shall be terminated other than as required by law, the Company shall obtain from another Qualified Insurer
a comparable replacement policy, with a total coverage equal to the remaining coverage of such terminated PMI Policy. If the insurer
shall cease to be a Qualified Insurer, the Company shall determine whether recoveries under the PMI Policy and LPMI Policy are
jeopardized for reasons related to the financial condition of such insurer, it being understood that the Company shall in no event
have any responsibility or liability for any failure to recover under the PMI Policy or LPMI Policy for such reason. If the Company
determines that recoveries are so jeopardized, it shall notify the Purchaser and the Mortgagor, if required, and obtain from another
Qualified Insurer a replacement insurance policy. The Company shall not take any action which would result in noncoverage under any
applicable PMI Policy or LPMI Policy of any loss which, but for the actions of the Company would have been covered thereunder. In
connection with any assumption or substitution agreement entered into or to be entered into pursuant to Section 6.01, the Company
shall promptly notify the insurer under the related PMI Policy or LPMI Policy, if any, of such assumption or substitution of
liability in accordance with the terms of such PMI Policy or LPMI Policy and shall take all actions which may be required by such
insurer as a condition to the continuation of coverage under such PMI Policy or LPMI Policy. If such PMI Policy is terminated as a
result of such assumption or substitution of liability, the Company shall obtain a replacement PMI Policy or LPMI Policy as provided
above.
In connection with its activities as servicer, the Company agrees to prepare and present, on behalf of itself and the
Purchaser, claims to the insurer under any PMI Policy in a timely fashion in accordance with the terms of such PMI Policy and, in
this regard, to take such action as shall be necessary to permit recovery under any PMI Policy respecting a defaulted Mortgage Loan.
Pursuant to Section 4.04, any amounts collected by the Company under any PMI Policy shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 4.05.
Section 4.16 Title, Management and Disposition of REO Property.
In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or
certificate of sale shall be taken in the name of the Purchaser, or in the event the Purchaser is not authorized or permitted to hold
title to real property in the state where the REO Property is located, or would be adversely affected under the "doing business" or
tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as
shall be consistent with an Opinion of Counsel obtained by the Company from any attorney duly licensed to practice law in the state
where the REO Property is located. The Person or Persons holding such title other than the Purchaser shall acknowledge in writing
that such title is being held as nominee for the Purchaser.
The Purchaser shall have the option to manage and operate the REO Property provided the Purchaser gives written notice of
its intention to do so within thirty (30) days after such REO Property is acquired in foreclosure or by deed in lieu of foreclosure.
The election by the Purchaser to manage the REO Property shall not constitute a termination of any rights of the Company pursuant to
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Section 11.02. Upon the Company's receipt of such written notice, it shall be relived of any obligation to manage, conserve,
protect, operate, dispose or sell the Mortgaged Property for the Purchaser, or its designee. All such duties will become the
obligation of the Purchaser, or its designee. In such connection, upon the Mortgaged Property being acquired on behalf of the
Purchaser, or its designee, the Company shall fully cooperate with Purchaser to transfer management of the REO Property to Purchaser,
or its designee, and shall immediately submit a statement of expenses to the Purchaser for reimbursement within 30 days for all
Monthly Advances and Servicing Advances. If Company does not receive reimbursement of such expenses from the Purchaser within the
30-days of the statement of expenses, Company shall be permitted to withdraw such amount from the Custodial Account pursuant to
Section 4.05.
In the event the Purchaser does not elect to manage an REO Property, the Company shall manage, conserve and protect the
related REO Property for the Purchaser. The Company, either itself or through an agent selected by the Company, shall manage the REO
Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in
the same manner that similar property in the same locality as the REO Property is managed. The Company shall attempt to sell the
same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and
conditions as the Company deems to be in the best interest of the Purchaser.
The Company shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property
in any event within one year after title has been taken to such REO Property, unless (i) a REMIC election has not been made with
respect to the arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Company determines, and gives
an appropriate notice to the Purchaser to such effect, that a longer period is necessary for the orderly liquidation of such REO
Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i)
the Company shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the
written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall
name the Company as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate
participation agreement among the Company and Purchaser shall be entered into with respect to such purchase money mortgage.
The Company shall also maintain on each REO Property fire and hazard insurance with extended coverage in amount which is at
least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the
extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required
above.
The disposition of REO Property shall be carried out by the Company at such price, and upon such terms and conditions, as
the Company deems to be in the best interests of the Purchaser. The proceeds of sale of the REO Property shall be promptly deposited
in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Company shall reimburse
itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees and unreimbursed advances made pursuant to Section
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5.03. On the Remittance Date immediately following the Principal Prepayment Period in which such sale proceeds are received the net
cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Purchaser.
The Company shall withdraw the Custodial Account funds necessary for the proper operation management and maintenance of the
REO Property, including the cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees of any managing agent of
the Company, or the Company itself. The Company shall make monthly distributions on each Remittance Date to the Purchaser of the net
cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in the Section
4.16 and of any reserves reasonably required from time to time to be maintained to satisfy anticipated liabilities for such expenses).
Section 4.17 Real Estate Owned Reports.
Together with the statement furnished pursuant to Section 5.02, the Company shall furnish to the Purchaser on or before the
Remittance Date each month a statement with respect to any REO Property covering the operation of such REO Property for the previous
month and the Company's efforts in connection with the sale of such REO Property and any rental of such REO Property incidental to
the sale thereof for the previous month. That statement shall be accompanied by such other information as the Purchaser shall
reasonably request.
Section 4.18 Liquidation Reports.
Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Purchaser pursuant to a deed in lieu
of foreclosure, the Company shall submit to the Purchaser a liquidation report with respect to such Mortgaged Property.
Section 4.19 Reports of Foreclosures and Abandonments of Mortgaged Property.
Following the foreclosure sale or abandonment of any Mortgaged Property, the Company shall report such foreclosure or
abandonment as required pursuant to Section 6050J of the Code. The Company shall file information reports with respect to the
receipt of mortgage interest received in a trade or business and information returns relating to cancellation of indebtedness income
with respect to any Mortgaged Property as required by the Code. Such reports shall be in form and substance sufficient to meet the
reporting requirements imposed by the Code.
Section 4.20 Application of Buydown Funds.
With respect to each Buydown Mortgage Loan, the Company shall have deposited into the Escrow Account, no later than the
last day of the month, Buydown Funds in an amount equal to the aggregate undiscounted amount of payments that, when added to the
amount the Mortgagor on such Mortgage Loan is obligated to pay on all Due Dates in accordance with the terms of the Buydown
Agreement, is equal to the full scheduled Monthly Payments which are required to be paid by the Mortgagor under the terms of the
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related Mortgage Note (without regard to the related Buydown Agreement as if the Mortgage Loan were not subject to the terms of the
Buydown Agreement). With respect to each Buydown Mortgage Loan, the Company will distribute to the Purchaser on each Remittance Date
an amount of Buydown Funds equal to the amount that, when added to the amount required to be paid on such date by the related
Mortgagor, pursuant to and in accordance with the related Buydown Agreement, equals the full Monthly Payment that would otherwise be
required to be paid on such Mortgage Loan by the related Mortgagor under the terms of the related Mortgage Note (as if the Mortgage
Loan were not a Buydown Mortgage Loan and without regard to the related Buydown Agreement).
If the Mortgagor on a Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period and the Mortgaged
Property securing such Buydown Mortgage Loan is sold in the liquidation thereof (either by the Company or the insurer under any
related Primary Insurance Policy) the Company shall, on the Remittance Date following the date upon which Liquidation Proceeds or REO
Disposition proceeds are received with respect to any such Buydown Mortgage Loan, distribute to the Purchaser all remaining Buydown
Funds for such Mortgage Loan then remaining in the Escrow Account. Pursuant to the terms of each Buydown Agreement, any amounts
distributed to the Purchaser in accordance with the preceding sentence will be applied to reduce the outstanding principal balance of
the related Buydown Mortgage Loan. If a Mortgagor on a Buydown Mortgage Loan prepays such Mortgage Loan in its entirety during the
related Buydown Period, the Company shall be required to withdraw from the Escrow Account any Buydown Funds remaining in the Escrow
Account with respect to such Buydown Mortgage Loan in accordance with the related Buydown Agreement. If a principal prepayment by a
Mortgagor on a Buydown Mortgage Loan during the related Buydown Period, together with any Buydown Funds then remaining in the Escrow
Account related to such Buydown Mortgage Loan, would result in a principal prepayment of the entire unpaid principal balance of the
Buydown Mortgage Loan, the Company shall distribute to the Purchaser on the Remittance Date occurring in the month immediately
succeeding the month in which such Principal Prepayment is received, all Buydown Funds related to such Mortgage Loan so remaining in
the Escrow Account, together with any amounts required to be deposited into the Custodial Account.
Section 4.21 Notification of Adjustments.
With respect to each adjustable rate Mortgage Loan, the Company shall adjust the Mortgage Interest Rate on the related
Interest Rate Adjustment Date in compliance with the requirements of applicable law and the related Mortgage and Mortgage Note. The
Company shall execute and deliver any and all necessary notices required under applicable law and the terms of the related Mortgage
Note and Mortgage regarding the Mortgage Interest Rate adjustments. Upon the discovery by the Company or the receipt of notice from
the Purchaser that the Company has failed to adjust a Mortgage Interest Rate in accordance with the terms of the related Mortgage
Note, the Company shall immediately deposit in the Custodial Account from its own funds the amount of any interest loss or deferral
caused the Purchaser thereby.
Section 4.22 Confidentiality/Protection of Customer Information.
The Company shall keep confidential and shall not divulge to any party, without the Purchaser's prior written consent, the
price paid by the Purchaser for the Mortgage Loans, except to the extent that it is reasonable and necessary for the Company to do so
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in working with legal counsel, auditors, taxing authorities or other governmental agencies. Each party agrees that it shall comply
with all applicable laws and regulations regarding the privacy or security of Customer Information and shall maintain appropriate
administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Customer Information,
including maintaining security measures designed to meet the Interagency Guidelines Establishing Standards for Safeguarding Customer
Information, 66 Fed. Reg. 8616 (the "Interagency Guidelines"), if applicable. For purposes of this Section 4.22, the term "Customer
Information" shall have the meaning assigned to it in the Interagency Guidelines.
Section 4.23 Fair Credit Reporting Act
The Company, in its capacity as servicer for each Mortgage Loan, agrees to fully furnish, in accordance with the Fair Credit
Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower
credit files to Equifax, Experian and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis.
Section 4.24 Establishment of and Deposits to Subsidy Account.
The Company shall segregate and hold all Subsidy Funds collected and received pursuant to the Subsidy Loans separate and
apart from any of its own funds and general assets and shall establish and maintain one or more Subsidy Accounts, in the form of time
deposit or demand accounts, titled "Wells Fargo Bank, N.A., in trust for the Purchaser, its successors or assigns, and/or subsequent
purchasers of residential Mortgage Loans, and various Mortgagors." The Subsidy Account shall be an eligible deposit account
established with an eligible institution.
The Company shall, from time to time, withdraw funds from the Subsidy Account for the following purposes:
(i) to deposit in the Custodial Account in the amounts and in the manner provided for in Section 4.04(xi);
(ii) to transfer funds to another eligible institution in accordance with Section 4.09 hereof;
(iii) to withdraw funds deposited in error; and
(iv) to clear and terminate the Subsidy Account upon the termination of this Agreement.
Notwithstanding anything to the contrary elsewhere in this Agreement, the Company may employ the Escrow Account as the
Subsidy Account to the extent that the Company can separately identify any Subsidy Funds deposited therein.
Section 4.25 Use of Subservicers and Subcontractors.
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The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the
Company under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (a) of this
Section 4.25. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any
Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company under
this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of this Section 4.25.
(a) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization
of any Subservicer. The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of
the Purchaser and any Depositor to comply with the provisions of this Section 4.25 and with Sections 6.04, 6.06,
9.01(e)(iii), 9.01(e)(v) and 9.01(f) of this Agreement to the same extent as if such Subservicer were the Company, and to
provide the information required with respect to such Subservicer under Section 9.01(e)(iv) of this Agreement. The Company
shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer
compliance statement required to be delivered by such Subservicer under Section 6.04 and any assessment of compliance and
attestation required to be delivered by such Subservicer under Section 6.06 and any certification required to be delivered
to the Person that will be responsible for signing the Sarbanes Certification under Section 6.06 as and when required to be
delivered.
(b) It shall not be necessary for the Company to seek the consent of the Purchaser or any Depositor to the utilization
of any Subcontractor. The Company shall promptly upon request provide to the Purchaser and any Depositor (or any designee
of the Depositor, such as a master servicer or administrator) a written description (in form and substance satisfactory to
the Purchaser and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer,
specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria
will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this
paragraph.
As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for
the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 6.06 and 9.01(f) of this Agreement to the
same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and
delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such
Subcontractor under Section 6.06, in each case as and when required to be delivered.
ARTICLE VPAYMENTS TO PURCHASER
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Section 5.01 Remittances.
On each Remittance Date the Company shall remit by wire transfer of immediately available funds to the Purchaser (a) all
amounts deposited in the Custodial Account as of the close of business on the Determination Date (net of charges against or
withdrawals from the Custodial Account pursuant to Section 4.05), plus (b) all amounts, if any, which the Company is obligated to
distribute pursuant to Section 5.03, minus (c) any amounts attributable to Principal Prepayments received after the applicable
Principal Prepayment Period which amounts shall be remitted on the following Remittance Date, together with any additional interest
required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 4.04(viii);
minus (d) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the first day of the
month of the Remittance Date, and minus (e) any amounts attributable to Buydown Funds being held in the Custodial Account, which
amounts shall be remitted on the Remittance Date next succeeding the Due Period for such amounts.
With respect to any remittance received by the Purchaser after the Business Day on which such payment was due, the Company
shall pay to the Purchaser interest on any such late payment at an annual rate equal to the Prime Rate, adjusted as of the date of
each change, plus three percentage points, but in no event greater than the maximum amount permitted by applicable law. Such
interest shall cover the period commencing with the day following the Business Day such payment was due and ending with the Business
Day on which such payment is made to the Purchaser, both inclusive. Such interest shall be remitted by wire transfer of immediately
available funds within one Business Day following agreement by the Purchaser and the Company of the penalty amount. The payment by
the Company of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the
Company.
Section 5.02 Statements to Purchaser.
Not later than the Remittance Date, the Company shall furnish to the Purchaser a monthly remittance advice in the standard
form of electronic Alltel® file, as to the period ending on the last day of the preceding month. If requested by the Purchaser prior
to the related Closing Date, the first monthly remittance advice due to the Purchaser following such Closing Date shall be furnished
by the 12th calendar day, or if such day is not a Business Day, then the preceding Business Day.
Section 5.03 Monthly Advances by Company.
On the Business Day immediately preceding each Remittance Date, the Company shall deposit in the Custodial Account from its
own funds or from amounts held for future distribution an amount equal to all Monthly Payments (with interest adjusted to the
Mortgage Loan Remittance Rate) which were due on the Mortgage Loans during the applicable Due Period and which were delinquent at the
close of business on the immediately preceding Determination Date or which were deferred pursuant to Section 4.01. Any amounts held
for future distribution and so used shall be replaced by the Company by deposit in the Custodial Account on or before any future
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Remittance Date if funds in the Custodial Account on such Remittance Date shall be less than payments to the Purchaser required to be
made on such Remittance Date. The Company's obligation to make such Monthly Advances as to any Mortgage Loan will continue through
the last Monthly Payment due prior to the payment in full of the Mortgage Loan, or through the last Remittance Date prior to the
Remittance Date for the distribution of all Liquidation Proceeds and other payments or recoveries (including REO Disposition
Proceeds, Insurance Proceeds and Condemnation Proceeds) with respect to the Mortgage Loan; provided, however, that such obligation
shall cease if the Company determines, in its sole reasonable opinion, that advances with respect to such Mortgage Loan are
non-recoverable by the Company from Liquidation Proceeds, Insurance Proceeds, REO Disposition Proceeds, Condemnation Proceeds, or
otherwise with respect to a particular Mortgage Loan. In the event that the Company determines that any such advances are
non-recoverable, the Company shall provide the Purchaser with a certificate signed by two officers of the Company evidencing such
determination.
ARTICLE VIGENERAL SERVICING PROCEDURESSection 6.01 Transfers of Mortgaged Property.The Company shall use its best efforts to enforce any "due-on-sale" provision contained in any Mortgage or Mortgage Note and
to deny assumption by the Person to whom the Mortgaged Property has been or is about to be sold whether by absolute conveyance or by
contract of sale, and whether or not the Mortgagor remains liable on the Mortgage and the Mortgage Note. When the Mortgaged Property
has been conveyed by the Mortgagor, the Company shall, to the extent it has knowledge of such conveyance, immediately notify the
Purchaser and exercise its rights to accelerate the maturity of such Mortgage Loan under the "due-on-sale" clause applicable thereto,
provided, however, that the Company shall not exercise such rights if prohibited by law from doing so or if the exercise of such
rights would impair or threaten to impair any recovery under the related PMI Policy, if any.
If the Company reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, the Company shall
enter into (i) an assumption and modification agreement with the Person to whom such property has been conveyed, pursuant to which
such Person becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event the Company
is unable under applicable law to require that the original Mortgagor remain liable under the Mortgage Note and the Company has the
prior consent of the primary mortgage guaranty insurer, a substitution of liability agreement with the purchaser of the Mortgaged
Property pursuant to which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is
substituted as Mortgagor and becomes liable under the Mortgage Note. If an assumption fee is collected by the Company for entering
into an assumption agreement the fee will be retained by the Company as additional servicing compensation. In connection with any
such assumption, neither the Mortgage Interest Rate borne by the related Mortgage Note, the term of the Mortgage Loan, the
outstanding principal amount of the Mortgage Loan nor any other materials terms shall be changed without Purchaser's consent.
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To the extent that any Mortgage Loan is assumable, the Company shall inquire diligently into the credit worthiness of the
proposed transferee, and shall use the underwriting criteria for approving the credit of the proposed transferee which are used with
respect to underwriting mortgage loans of the same type as the Mortgage Loans. If the credit of the proposed transferee does not
meet such underwriting criteria, the Company diligently shall, to the extent permitted by the Mortgage or the Mortgage Note and by
applicable law, accelerate the maturity of the Mortgage Loan.
Section 6.02 Satisfaction of Mortgages and Release of Mortgage Loan Documents.
Upon the payment in full of any Mortgage Loan, or the receipt by the Company of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Company shall notify the Purchaser in the Monthly Remittance Advice as provided
in Section 5.02, and may request the release of any Mortgage Loan Documents.
If the Company satisfies or releases a Mortgage without first having obtained payment in full of the indebtedness secured by
the Mortgage or should the Company otherwise prejudice any rights the Purchaser may have under the mortgage instruments, upon written
demand of the Purchaser, the Company shall repurchase the related Mortgage Loan at the Repurchase Price by deposit thereof in the
Custodial Account within 2 Business Days of receipt of such demand by the Purchaser. The Company shall maintain the Fidelity Bond
and Errors and Omissions Insurance Policy as provided for in Section 4.12 insuring the Company against any loss it may sustain with
respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.
Section 6.03 Servicing Compensation.
As compensation for its services hereunder, the Company shall be entitled to withdraw from the Custodial Account or to
retain from interest payments on the Mortgage Loans the amount of its Servicing Fee. The Servicing Fee shall be payable monthly and
shall be computed on the basis of the outstanding principal balance and for the period respecting which any related interest payment
on a Mortgage Loan is computed. The obligation of the Purchaser to pay the Servicing Fee is limited to, and payable solely from, the
interest portion of such Monthly Payments.
Additional servicing compensation in the form of assumption fees, to the extent provided in Section 6.01, and late payment
charges shall be retained by the Company to the extent not required to be deposited in the Custodial Account. The Company shall be
required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to
reimbursement thereof except as specifically provided for herein.
Section 6.04 Annual Statements as to Compliance.
(i) The Company shall deliver to the Purchaser, on or before February 28, 2006, an Officer's Certificate, stating that
(x) a review of the activities of the Company during the preceding calendar year and of performance under this Agreement or similar
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agreements has been made under such officer's supervision, and (y) to the best of such officer's knowledge, based on such review, the
Company has fulfilled all its obligations under this Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and the
action being taken by the Company to cure such default.
(ii) On or before March 1 of each calendar year, commencing in 2007, the Company shall deliver to the Purchaser and any
Depositor a statement of compliance addressed to the Purchaser and such Depositor and signed by an authorized officer of the Company,
to the effect that (a) a review of the Company's activities during the immediately preceding calendar year (or applicable portion
thereof) and of its performance under this Agreement and any applicable Reconstitution Agreement during such period has been made
under such officer's supervision, and (b) to the best of such officers' knowledge, based on such review, the Company has fulfilled
all of its obligations under this Agreement and any applicable Reconstitution Agreement in all material respects throughout such
calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect,
specifically identifying each such failure known to such officer and the nature and the status thereof.
Section 6.05 Annual Independent Public Accountants' Servicing Report.
Except with respect to Securitization Transactions occurring on or after January 1, 2006, on or before February 28, 2006,
the Company, at its expense, shall cause a firm of independent public accountants which is a member of the American Institute of
Certified Public Accountants to furnish a statement to each Purchaser to the effect that such firm has examined certain documents and
records relating to the servicing of the mortgage loans similar in nature and that such firm is of the opinion that the provisions of
this or similar agreements have been complied with, and that, on the basis of such examination conducted substantially in compliance
with the Single Attestation Program for Mortgage Bankers, nothing has come to their attention which would indicate that such
servicing has not been conducted in compliance therewith, except for (i) such exceptions as such firm shall believe to be immaterial,
and (ii) such other exceptions as shall be set forth in such statement. By providing Purchaser a copy of a Uniform Single
Attestation Program Report from their independent public accountant's on an annual basis, Company shall be considered to have
fulfilled its obligations under this Section 6.05.
Section 6.06 Report on Assessment of Compliance and Attestation.
With respect to any Mortgage Loans that are the subject of a Securitization Transaction occurring on or before March 1 of
each calendar year, commencing in 2007, the Company shall:
(i) deliver to the Purchaser and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser and such
Depositor) regarding the Company's assessment of compliance with the Servicing Criteria during the immediately
preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
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AB. Such report shall be addressed to the Purchaser and such Depositor and signed by an authorized officer of the
Company and shall address each of the Servicing Criteria specified on a certification substantially in the form of
Exhibit D hereto;
(ii) deliver to the Purchaser and any Depositor a report of a registered public accounting firm reasonably acceptable to the
Purchaser and such Depositor that attests to, and reports on, the assessment of compliance made by the Company and
delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and
2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;
(iii) cause each Subservicer and each Subcontractor, determined by the Company pursuant to Section 425(b) to be "participating in
the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such
Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (a) and (b) of
this Section 6.06; and
(iv) deliver to the Purchaser, any Depositor and any other Person that will be responsible for signing the certification (a
"Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302
of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction
a certification in the form attached hereto as Exhibit E.
The Company acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the
Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.
Section 6.07 Remedies.
(i) Any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any
information, report, certification, accountants' letter or other material when and as required under Article 9, Section 6.04, Section
6.05 or Section 6.06, or any breach by the Company of a representation or warranty set forth in Section 9.01(e)(iv)(A), or in a
writing furnished pursuant to Section 9.01(e)(iv)(B) and made as of a date prior to the closing date of the related Securitization
Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Company of a representation or
warranty in a writing furnished pursuant to Section 9.01(e)(iv)(B) to the extent made as of a date subsequent to such closing date,
shall, except as provided in sub-clause (ii) of this Section, immediately and automatically, without notice or grace period,
constitute an Event of Default with respect to the Company under this Agreement and any applicable Reconstitution Agreement, and
shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the
Company as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in
this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Company; provided that to the
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extent than any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of
certain rights or obligations following termination of the Company as servicer, such provision shall be given effect.
(ii) Any failure by the Company, any Subservicer or any Subcontractor to deliver any information, report, certification
or accountants' letter when and as required under Section 6.04, Section 6.05 or Section 6.06, including any failure by the Company to
identify any Subcontract "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, which continues
unremedied for ten (10) calendar days after the date on which such information, report, certification or accountants' letter was
required to be delivered shall constitute an Event of Default with respect to the Company under this Agreement and any applicable
Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights
and obligations of the Company under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding
anything in this Agreement to the contrary) of any compensation to the Company; provided that to the extent that any provision of
this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations
following termination of the Company as servicer, such provision shall be given effect.
(iii) The Company shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a master servicer) and
any Depositor, as applicable, for all reasonable expenses incurred by the Purchaser (or such designee) or such Depositor, as such are
incurred, in connection with the termination of the Company as servicer and the transfer of servicing of the Mortgage Loans to a
successor servicer. The provisions of this paragraph shall not limit whatever rights the Purchaser or any Depositor may have under
other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as
an action for damages, specific performance or injunctive relief.
Section 6.08 Right to Examine Company Records.
The Purchaser, or its designee, shall have the right to examine and audit any and all of the books, records, or other
information of the Company, whether held by the Company or by another on its behalf, with respect to or concerning this Agreement or
the Mortgage Loans, during business hours or at such other times as may be reasonable under applicable circumstances, upon reasonable
advance notice. The Purchaser shall pay its own expenses associated with such examination.
Section 6.09 Compliance with REMIC Provisions.
If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Property are held,
the Company shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action
that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or
(ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on "prohibited transactions" as defined
Section 860(a)(2) of the Code and the tax on "contributions" to a REMIC set forth in Section 860(d) of the Code) unless the Company
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has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated
action will not endanger such REMIC status or result in the imposition of any such tax.
ARTICLE VIICOMPANY TO COOPERATE
Section 7.01 Provision of Information.
During the term of this Agreement, the Company shall furnish to the Purchaser such periodic, special, or other reports or
information, and copies or originals of any documents contained in the Servicing File for each Mortgage Loan provided for herein.
All other special reports or information not provided for herein as shall be necessary, reasonable, or appropriate with respect to
the Purchaser or any regulatory agency will be provided at the Purchaser's expense. All such reports, documents or information shall
be provided by and in accordance with all reasonable instructions and directions which the Purchaser may give.
The Company shall execute and deliver all such instruments and take all such action as the Purchaser may reasonably request
from time to time, in order to effectuate the purposes and to carry out the terms of this Agreement.
Section 7.02 Financial Statements; Servicing Facility.
In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective Purchaser a Consolidated
Statement of Operations of the Company for the most recently completed two (2) fiscal years for which such a statement is available,
as well as a Consolidated Statement of Condition at the end of the last two fiscal years covered by such Consolidated Statement of
Operations. The Company also shall make available any comparable interim statements to the extent any such statements have been
prepared by or on behalf of the Company (and are available upon request to members or stockholders of the Company or to the public at
large).
The Company also shall make available to Purchaser or prospective Purchaser a knowledgeable financial or accounting officer
for the purpose of answering questions respecting recent developments affecting the Company or the financial statements of the
Company, and to permit any prospective purchaser to inspect the Company's servicing facilities for the purpose of satisfying such
prospective purchaser that the Company has the ability to service the Mortgage Loans as provided in this Agreement.
ARTICLE VIIITHE COMPANYSection 8.01 Indemnification; Third Party Claims.
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The Company shall indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the
Purchaser may sustain in any way related to the failure of the Company to perform its duties and service the Mortgage Loans in strict
compliance with the terms of this Agreement. The Company immediately shall notify the Purchaser if a claim is made by a third party
with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Purchaser) the defense of any
such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or the Purchaser in respect of such claim. The Company shall follow any written
instructions received from the Purchaser in connection with such claim. The Purchaser promptly shall reimburse the Company for all
amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Company's
indemnification pursuant to Section 3.03, or the failure of the Company to service and administer the Mortgage Loans in strict
compliance with the terms of this Agreement.
Section 8.02 Merger or Consolidation of the Company.The Company shall keep in full effect its existence, rights and franchises and shall obtain and preserve its qualification
to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability
of this Agreement or any of the Mortgage Loans and to perform its duties under this Agreement.
Any Person into which the Company may be merged or consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Company shall be a party, or any Person succeeding to the business of the Company, shall be the successor
of the Company hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding, provided, however, that the successor or surviving Person shall be an institution
which is a Fannie Mae/Freddie Mac-approved company in good standing and has a net worth of no less than $25 million. Furthermore, in
the event the Company transfers or otherwise disposes of all or substantially all of its assets to an affiliate of the Company, such
affiliate shall satisfy the condition above, and shall also be fully liable to the Purchaser for all of the Company's obligations and
liabilities hereunder.
Section 8.03 Limitation on Liability of Company and Others.
Neither the Company nor any of the directors, officers, employees or agents of the Company shall be under any liability to
the Purchaser for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment, provided, however, that this provision shall not protect the Company or any such Person against any breach of
warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set
forth in this Agreement or any other liability which would otherwise be imposed under this Agreement. The Company and any director,
officer, employee or agent of the Company may rely in good faith on any document of any kind prima facie properly executed and
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submitted by any Person respecting any matters arising hereunder. The Company shall not be under any obligation to appear in,
prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this
Agreement and which in its opinion may involve it in any expense or liability, provided, however, that the Company may, with the
consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the
rights and duties of the parties hereto. In such event, the Company shall be entitled to reimbursement from the Purchaser of the
reasonable legal expenses and costs of such action.
Section 8.04 Limitation on Resignation and Assignment by Company.
The Purchaser has entered into this Agreement with the Company and subsequent Purchaser will purchase the Mortgage Loans in
reliance upon the independent status of the Company, and the representations as to the adequacy of its servicing facilities, plant,
personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore, the
Company shall neither assign this Agreement or the servicing rights hereunder or delegate its rights or duties hereunder (other than
pursuant to Section 4.01) or any portion hereof or sell or otherwise dispose of all of its property or assets without the prior
written consent of the Purchaser, which consent shall not be unreasonably withheld.
The Company shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Company
and the Purchaser or upon the determination that its duties hereunder are no longer permissible under applicable law and such
incapacity cannot be cured by the Company. Any such determination permitting the resignation of the Company shall be evidenced by an
Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and substance acceptable to
the Purchaser. No such resignation shall become effective until a successor shall have assumed the Company's responsibilities and
obligations hereunder in the manner provided in Section 12.01.
Without in any way limiting the generality of this Section 8.04, in the event that the Company either shall assign this
Agreement or the servicing responsibilities hereunder or delegate its duties hereunder (other than pursuant to Section 4.01) or any
portion thereof or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written consent
of the Purchaser, then the Purchaser shall have the right to terminate this Agreement upon notice given as set forth in Section
10.01, without any payment of any penalty or damages and without any liability whatsoever to the Company or any third party.
ARTICLE IXSECURITIZATION TRANSACTIONS; WHOLE LOAN TRANSFERS AND AGENCY TRANSFERS
Section 9.01 Securitization Transactions; Whole Loan Transfers and Agency Transfers
The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, the Purchaser, at its sole
option, may effect Whole Loan Transfers, Agency Transfer or Securitization Transactions, retaining the Company as the servicer
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thereof or subservicer if a master servicer is employed, or as applicable the "seller/servicer." On the Reconstitution Date, the
Mortgage Loans transferred may cease to be covered by this Agreement; provided, however, that, in the event that any Mortgage Loan
transferred pursuant to this Section 9.01 is rejected by the transferee, the Company shall continue to service such rejected Mortgage
Loan on behalf of the Purchaser in accordance with the terms and provisions of this Agreement.
The Company shall cooperate with the Purchaser in connection with each Whole Loan Transfer, Agency Transfer or
Securitization Transaction in accordance with this Section 9.01. In connection therewith:
(a) the Company shall make all representations and warranties with respect to the Mortgage Loans as of the related
Closing Date and with respect to the Company itself as of the closing date of each Whole Loan Transfer, Agency
Transfer or Securitization Transaction;
(b) the Company shall negotiate in good faith and execute any seller/servicer agreements required to effectuate the
foregoing provided such agreements create no greater obligation or cost on the part of the Company than otherwise
set forth in this Agreement;
(c) the Company shall provide as applicable:
(i) any and all information and appropriate verification of information which may be reasonably available to
the Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser shall
request;
(ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of
public officials or officers of the Company as are reasonably believed necessary by the trustee, any Rating
Agency or the Purchaser, as the case may be, in connection with such Whole Loan Transfers, Agency Transfers
or Securitization Transactions. The Purchaser shall pay all third party costs associated with the
preparation of such information. The Company shall execute any seller/servicer agreements required within
a reasonable period of time after receipt of such seller/servicer agreements which time shall be sufficient
for the Seller and Seller's counsel to review such seller/servicer agreements. Under this Agreement, the
Company shall retain a Servicing Fee for each Mortgage Loan, at no less than the applicable Servicing Fee
Rate; and
(iii) at any time as required by any Rating Agency, such additional documents from the related Retained Mortgage File to the
Custodian as may be required by such Rating Agency;
(d) the Company shall with respect to any Mortgage Loans that are subject to a Securitization Transaction occurring on or before
December 31, 2005,in which the filing of a Sarbanes-Oxley Certification directly with the Commission is required, by
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February 28, 2006, or in connection with any additional Sarbanes-Oxley Certification required to be filed upon
thirty (30) days written request, an officer of the Company shall execute and deliver an Officer's Certification
substantially in the form attached hereto as Exhibit F, to the entity filing the Sarbanes-Oxley Certification
directly with the Commission (such as the Purchaser, any master servicer, any trustee or any depositor) for the
benefit of such entity and such entity's affiliates and the officers, directors and agents of such entity and such
entity's affiliates, and shall indemnify such entity or persons arising out of any breach of Company's obligations
or representations relating thereto as provided in such Officer's Certification.
(e) the Company shall, in connection with any Securitization Transaction occurring on or after January 1, 2006, the
Company shall (1) within five (5) Business Days following request by the Purchaser or any Depositor, provide to the
Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to provide),
in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information
and materials specified in paragraphs (i), (ii), (iii) and (vii) of this subsection (e), and (2) as promptly as
practicable following notice to or discovery by the Company, provide to the Purchaser and any Depositor (in writing
and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in
paragraph (iv) of this subsection (e).
(i) if so requested by the Purchaser or any Depositor, the Company shall provide such information regarding (1)
the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a
Qualified Correspondent), or (2) each Third-Party Originator, and (3) as applicable, each Subservicer, as
is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation
AB. Such information shall include, at a minimum:
(A) the originator's form of organization;
(B) a description of the originator's origination program and how long the originator has been engaged
in originating residential mortgage loans, which description shall include a discussion of the
originator's experience in originating mortgage loans of a similar type as the Mortgage Loans;
information regarding the size and composition of the originator's origination portfolio; and
information that may be material, in the good faith judgment of the Purchaser, to an analysis of
the performance of the Mortgage Loans, including the originators' credit-granting or underwriting
criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as
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the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item
1110(b)(2) of Regulation AB;
(C) a description of any material legal or governmental proceedings pending (or known to be
contemplated) against the Company, each Third-Party Originator and each Subservicer; and
(D) a description of any affiliation or relationship between the Company, each Third-Party Originator,
each Subservicer and any of the following parties to a Securitization Transaction, as such parties
are identified to the Company by the Purchaser or any Depositor in writing in advance of a
Securitization Transaction:
(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;
(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material transaction party.
(ii) If so requested by the Purchaser or any Depositor, the Company shall provide (or, as applicable, cause each
Third-Party Originator to provide) Static Pool Information with respect to the mortgage loans (of a similar
type as the Mortgage Loans, as reasonably identified by the Purchaser as provided below) originated by (1)
the Company, if the Company is an originator of Mortgage Loans (including as an acquirer of Mortgage Loans
from a Qualified Correspondent), and/or (2) each Third-Party Originator. Such Static Pool Information
shall be prepared by the Company (or Third-Party Originator) on the basis of its reasonable, good faith
interpretation of the requirements of Item 1105(a)(1)-(3) of Regulation AB. To the extent that there is
reasonably available to the Company (or Third-Party Originator) Static Pool Information with respect to
more than one mortgage loan type, the Purchaser or any Depositor shall be entitled to specify whether some
or all of such information shall be provided pursuant to this paragraph. The content of such Static Pool
Information may be in the form customarily provided by the Company, and need not be customized for the
Purchaser or any Depositor. Such Static Pool Information for each vintage origination year or prior
securitized pool, as applicable, shall be presented in increments no less frequently than quarterly over
the life of the mortgage loans included in the vintage origination year or prior securitized pool. The
most recent periodic increment must be as of a date no later than 135 days prior to the date of the
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prospectus or other offering document in which the Static Pool Information is to be included or
incorporated by reference. The Static Pool Information shall be provided in an electronic format that
provides a permanent record of the information provided, such as a portable document format (pdf) file, or
other such electronic format reasonably required by the Purchaser or the Depositor, as applicable.
If so requested by the Purchaser or any Depositor, the Company shall provide (or, as applicable, cause each
Third-Party Originator to provide), at the expense of the requesting party (to the extent of any additional
incremental expense associated with delivery pursuant to this Agreement), such statements and agreed-upon
procedures letters of certified public accountants reasonably acceptable to the Purchaser or Depositor, as
applicable, pertaining to Static Pool Information relating to prior securitized pools for securitizations
closed on or after January 1, 2006 or, in the case of Static Pool Information with respect to the Company's
or Third-Party Originator's originations or purchases, to calendar months commencing January 1, 2006, as
the Purchaser or such Depositor shall reasonably request. Such statements and letters shall be addressed
to and be for the benefit of such parties as the Purchaser or such Depositor shall designate, which may
include, by way of example, any sponsor, any Depositor and any broker dealer acting as underwriter,
placement agent or initial purchaser with respect to a Securitization Transaction. Any such statement or
letter may take the form of a standard, generally applicable document accompanied by a reliance letter
authorizing reliance by the addressees designated by the Purchaser or such Depositor.
(iii) If so requested by the Purchaser or any Depositor, the Company shall provide such information regarding the
Company, as servicer of the Mortgage Loans, and each Subservicer (each of the Company and each Subservicer,
for purposes of this paragraph, a "Servicer"), as is requested for the purpose of compliance with Items
1108 of Regulation AB. Such information shall include, at a minimum:
(A) the Servicer's form of organization;
(B) a description of how long the Servicer has been servicing residential mortgage loans; a general
discussion of the Servicer's experience in servicing assets of any type as well as a more detailed
discussion of the Servicer's experience in, and procedures for, the servicing function it will
perform under this Agreement and any Reconstitution Agreements; information regarding the size,
composition and growth of the Servicer's portfolio of residential mortgage loans of a type similar
to the Mortgage Loans and information on factors related to the Servicer that may be material, in
the good faith judgment of the Purchaser or any Depositor, to any analysis of the servicing of the
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Mortgage Loans or the related asset-backed securities, as applicable, including, without
limitation:
(1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage
Loans involving the Servicer have defaulted or experienced an early amortization or other
performance triggering event because of servicing during the three-year period
immediately preceding the related Securitization Transaction;
(2) the extent of outsourcing the Servicer utilizes;
(3) whether there has been previous disclosure of material noncompliance with the applicable
servicing criteria with respect to other securitizations of residential mortgage loans
involving the Servicer as a servicer during the three-year period immediately preceding
the related Securitization Transaction;
(4) whether the Servicer has been terminated as servicer in a residential mortgage loan
securitization, either due to a servicing default or to application of a servicing
performance test or trigger; and
(5) such other information as the Purchaser or any Depositor may reasonably request for the
purpose of compliance with Item 1108(b)(2) of Regulation AB;
(C) a description of any material changes during the three-year period immediately preceding the
related Securitization Transaction to the Servicer's policies or procedures with respect to the
servicing function it will perform under this Agreement and any Reconstitution Agreements for
mortgage loans of a type similar to the Mortgage Loans;
(D) information regarding the Servicer's financial condition, to the extent that there is a material
risk that an adverse financial event or circumstance involving the Servicer could have a material
adverse effect on the performance by the Company of its servicing obligations under this Agreement
or any Reconstitution Agreement;
(E) information regarding advances made by the Servicer on the Mortgage Loans and the Servicer's
overall servicing portfolio of residential mortgage loans for the three-year period immediately
preceding the related Securitization Transaction, which may be limited to a statement by an
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authorized officer of the Servicer to the effect that the Servicer has made all advances required
to be made on residential mortgage loans serviced by it during such period, or, if such statement
would not be accurate, information regarding the percentage and type of advances not made as
required, and the reasons for such failure to advance;
(F) a description of the Servicer's processes and procedures designed to address any special or unique
factors involved in servicing loans of a similar type as the Mortgage Loans;
(G) a description of the Servicer's processes for handling delinquencies, losses, bankruptcies and
recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans
or workouts; and
(H) information as to how the Servicer defines or determines delinquencies and charge-offs, including
the effect of any grace period, re-aging, restructuring, partial payments considered current or
other practices with respect to delinquency and loss experience.
(iv) If so requested by the Purchaser or any Depositor for the purpose of satisfying its reporting obligation
under the Exchange Act with respect to any class of asset-backed securities, the Company shall (or shall
cause each Subservicer and Third-Party Originator to) (1) notify the Purchaser and any Depositor in writing
of (A) any material litigation or governmental proceedings pending against the Company, any Subservicer or
any Third-Party Originator and (B) any affiliations or relationships that develop following the closing
date of a Securitization Transaction between the Company, any Subservicer or any Third-Party Originator and
any of the parties specified in Section 9.01(e)(i)(D) (and any other parties identified in writing by the
requesting party) with respect to such Securitization Transaction, and (2) provide to the Purchaser and any
Depositor a description of such proceedings, affiliations or relationships.
(v) As a condition to the succession to the Company or any Subservicer as servicer or Subservicer under this
Agreement or any Reconstitution Agreement by any Person (i) into which the Company or such Subservicer may
be merged or consolidated, or (ii) which may be appointed as a successor to the Company or any Subservicer,
the Company shall provide to the Purchaser and any Depositor, at least 15 calendar days prior to the
effective date of such succession or appointment, (x) written notice to the Purchaser and any Depositor of
such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the
Purchaser and such Depositor, all information reasonably requested by the Purchaser or any Depositor in
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order to comply with is reporting obligation under Item 6.02 of Form 8-K with respect to any class of
asset-backed securities.
(vi) (A) The Company shall represent to the Purchaser, as of the date on which information is first
provided to the Purchaser under this Section 9.01(e) that, except as disclosed in writing to the
Purchaser prior to such date: (1) the Company is not aware and has not received notice that any
default, early amortization or other performance triggering event has occurred as to any other
securitization due to any act or failure to act of the Company; (2) the Company has not been
terminated as servicer in a residential mortgage loan securitization, either due to a servicing
default or to application of a servicing performance test or trigger; (3) no material
noncompliance with the applicable servicing criteria with respect to other securitizations of
residential mortgage loans involving the Company as servicer has been disclosed or reported by the
Company; (4) no material changes to the Company's policies or procedures with respect to the
servicing function it will perform under this Agreement and any Reconstitution Agreement for
mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period
immediately preceding the related Securitization Transaction; (5) there are no aspects of the
Company's financial condition that could have a material adverse effect on the performance by the
Company of its servicing obligations under this Agreement or any Reconstitution Agreement; (6)
there are no material legal or governmental proceedings pending (or known to be contemplated)
against the Company, any Subservicer or any Third-Party Originator; and (7) there are no
affiliations, relationships or transactions relating to the Company, any Subservicer or any
Third-Party Originator with respect to any Securitization Transaction and any party thereto
identified by the related Depositor of a type described in Item 1119 of Regulation AB.
(B) If so requested by the Purchaser on any date following the date on which information is first
provided to the Purchaser under this Section 9.01(e), the Company shall, within five (5) Business
Days following such request, confirm in writing the accuracy of the representations and warranties
set forth in sub clause (A) above or, if any such representation and warranty is not accurate as
of the date of such request, provide reasonably adequate disclosure of the pertinent facts, in
writing, to the requesting party.
(vii) In addition to such information as the Company, as servicer, is obligated to provide pursuant to other
provisions of this Agreement, if so requested by the Purchaser or any Depositor, the Company shall provide
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such information reasonably available to the Company regarding the performance of the Mortgage Loans as is
reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of
Regulation AB.
(f) the Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties
participating in a Securitization Transaction; each sponsor and issuing entity; each Person responsible for the
preparation, execution or filing of any report required to be filed with the Commission with respect to such
Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under
the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter,
placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and
former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each
of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or
based upon:
(i) (A) any untrue statement of a material fact contained or alleged to be contained in any information,
report, certification, accountants' letter or other material provided under Sections 9.01(c) and (e) by or
on behalf of the Company, or provided under Sections 9.01(c) and (e) by or on behalf of any Subservicer,
Subcontractor or Third-Party Originator (collectively, the "Company Information"), or (B) the omission or
alleged omission to state in the Company Information a material fact required to be stated in the Company
Information or necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph
shall be construed solely by reference to the Company Information and not to any other information
communicated in connection with a sale or purchase of securities, without regard to whether the Company
Information or any portion thereof is presented together with or separately from such other information;
(ii) any failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information,
report, certification, accountants' letter or other material when and as required under Sections 9.01(c)
and (e), including any failure by the Company to identify any Subcontractor "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB; or
(iii) any breach by the Company of a representation or warranty set forth in Section 9.01(e)(iv)(A) or in a writing furnished
pursuant to Section 9.01(e)(iv)(B) and made as of a date prior to the closing date of the related
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Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach
by the Company of a representation or warranty in a writing furnished pursuant to Section 9.01(e)(iv)(B) to
the extent made as of a date subsequent to such closing date.
In the case of any failure of performance described in sub-clause (ii) of this Section 9.01(f), the Company shall
promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the preparation,
execution or filing of any report required to be filed with the Commission with respect to such Securitization
Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act
with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to
obtain the information, report, certification, accountants' letter or other material not delivered as required by
the Company, any Subservicer, any Subcontractor or any Third-Party Originator.
(g) the Purchaser and each Person who controls the Purchaser shall indemnify the Company, each affiliate of the Company,
each Person who controls any of such parties or the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act) and the respective present and former directors, officers, employees and agents
of each of the foregoing and of the Company, and shall hold each of them harmless from and against any losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs,
fees and expenses that any of them may sustain arising out of or based upon:
(i) (A) any untrue statement of a material fact contained or alleged to be contained in any offering
materials related to a Securitization Transaction, including without limitation the registration statement,
prospectus, prospectus supplement, any private placement memorandum, any offering circular, any
computational materials, and any amendments or supplements to the foregoing (collectively, the
"Securitization Materials") or (B) the omission or alleged omission to state in the Securitization
Materials a material fact required to be stated in the Securitization Materials or necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading,
but only to the extent that such untrue statement or alleged untrue statement or omission or alleged
omission is other than a statement or omission arising out of, resulting from, or based upon the Company
Information.
The Purchaser and the Company acknowledge and agree that the purpose of Section 9.01(e) is to facilitate compliance by the
Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the
Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions
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other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and
regulations of the Commission thereunder. The Company acknowledges that interpretations of the requirements of Regulation AB may
change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the
asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Purchaser or any
Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation
AB. In connection with any Securitization Transaction, the Company shall cooperate fully with the Purchaser to deliver to the
Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records
and any other information necessary in the good faith determination of the Purchaser or any Depositor to permit the Purchaser or such
Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Company, any Subservicer,
any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or
any Depositor to be necessary in order to effect such compliance.
In the event the Purchaser has elected to have the Company hold record title to the Mortgages, prior to the Reconstitution
Date the Company shall prepare an Assignment of Mortgage in blank or to the trustee from the Company acceptable to the trustee for
each Mortgage Loan that is part of the Whole Loan Transfers, Agency Transfer or Securitization Transactions. The Company shall pay
all preparation and recording costs associated with the initial Assignment of Mortgage. The Company shall execute each Assignment of
Mortgage, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by the trustee upon the
Company's receipt thereof. Additionally, the Company shall prepare and execute, at the direction of the Purchaser, any note
endorsements in connection with any and all seller/servicer agreements. If required at any time by a Rating Agency, Purchaser or
successor purchaser in connection with any Whole Loan Transfer, Agency Sale or Securitization Transaction, the Company shall deliver
such additional documents from its Retained Mortgage File within thirty (30) Business Days to the Custodian, successor purchaser or
other designee of the Purchaser as said Rating Agency, Purchaser or successor purchaser may require.
All Mortgage Loans (i) not sold or transferred pursuant to Whole Loan Transfers, Agency Transfer or Securitization
Transactions or (ii) that are subject to a Securitization for which the related trust is terminated for any reason, shall remain
subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto
this Agreement shall remain in full force and effect.
ARTICLE XDEFAULTSection 10.01 Events of Default.
Each of the following shall constitute an Event of Default on the part of the Company:
(i) any failure by the Company to remit to the Purchaser any payment required to be made under the terms of this
Agreement which continues unremedied for a period of two Business Days after the date upon which written notice of
such failure, requiring the same to be remedied, shall have been given to the Company by the Purchaser; or
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(ii) failure by the Company duly to observe or perform in any material respect any other of the covenants or agreements
on the part of the Company set forth in this Agreement or in the Custodial Agreement which continues unremedied for
a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall
have been given to the Company by the Purchaser or by the Custodian; or
(iii) failure by the Company to maintain its license to do business in any jurisdiction where the Mortgaged Property is
located if such license is required; or
(iv) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt, including bankruptcy, marshaling of
assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been
entered against the Company and such degree or order shall have remained in force undischarged or unstayed for a
period of 60 days; or
(v) the Company shall consent to the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Company or
of or relating to all or substantially all of its property; or
(vi) the Company shall admit in writing its inability to pay its debts generally as they become due, file a petition to
take advantage of any applicable insolvency, bankruptcy or reorganization statute, make an assignment for the
benefit of its creditors, voluntarily suspend payment of its obligations or cease its normal business operations; or
(vii) the Company ceases to meet the qualifications of a Fannie Mae/Freddie Mac servicer; or
(viii) the Company attempts to assign its right to servicing compensation hereunder or to assign this Agreement or the
servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof in violation of
Section 8.04.
In each and every such case, so long as an Event of Default shall not have been remedied, in addition to whatever rights the
Purchaser may have at law or equity to damages, including injunctive relief and specific performance, the Purchaser, by notice in
writing to the Company, may terminate all the rights and obligations of the Company under this Agreement and in and to the Mortgage
Loans and the proceeds thereof.
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Upon receipt by the Company of such written notice, all authority and power of the Company under this Agreement, whether
with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section 12.01.
Upon written request from any Purchaser, the Company shall prepare, execute and deliver to the successor entity designated by the
Purchaser any and all documents and other instruments, place in such successor's possession all Servicing Files, and do or cause to
be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not
limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents, at the Company's sole expense.
The Company shall cooperate with the Purchaser and such successor in effecting the termination of the Company's responsibilities and
rights hereunder, including without limitation, the transfer to such successor for administration by it of all cash amounts which
shall at the time be credited by the Company to the Custodial Account, Subsidy Account or Escrow Account or thereafter received with
respect to the Mortgage Loans.
Section 10.02 Waiver of Defaults.
By a written notice, the Purchaser may waive any default by the Company in the performance of its obligations hereunder and
its consequences. Upon any waiver of a past default, such default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other
default or impair any right consequent thereon except to the extent expressly so waived.
ARTICLE XITERMINATIONSection 11.01 Termination.
This Agreement shall terminate upon either: (i) the later of the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or the disposition of any REO Property with respect to the last Mortgage Loan and the
remittance of all funds due hereunder; or (ii) mutual consent of the Company and the Purchaser in writing.
Section 11.02 Termination Without Cause.
The Purchaser may terminate, at its sole option, any rights the Company may have hereunder, without cause as provided in
this Section 11.02. Any such notice of termination shall be in writing and delivered to the Company by registered mail as provided
in Section 12.05.
The Company shall be entitled to receive, as such liquidated damages, upon the transfer of the servicing rights, an amount
equal to: (i) 2.75% of the aggregate outstanding principal amount of the Mortgage Loans as of the termination date paid by the
Purchaser to the Company with respect to all of the Mortgage Loans for which a servicing fee rate of .25% is paid per annum, (ii)
3.25% of the aggregate outstanding principal amount of the Mortgage Loans as of the termination date paid by the Purchaser to the
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Company with respect to all of the Mortgage Loans for which a servicing fee rate of .375% is paid per annum, and (iii) 3.75% of the
aggregate outstanding principal amount of the Mortgage Loans as of the termination date paid by the Purchaser to the Company with
respect to all of the Mortgage Loans for which a servicing fee rate of .44% or greater is paid per annum.
ARTICLE XIIMISCELLANEOUS PROVISIONSSection 12.01 Successor to Company.
Prior to termination of the Company's responsibilities and duties under this Agreement pursuant to Sections 8.04, 10.01,
11.01 (ii) or 11.02 the Purchaser shall, (i) succeed to and assume all of the Company's responsibilities, rights, duties and
obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in Section 8.02 and which shall
succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the
termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and
assumption, the Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it
and such successor shall agree. In the event that the Company's duties, responsibilities and liabilities under this Agreement should
be terminated pursuant to the aforementioned sections, the Company shall discharge such duties and responsibilities during the period
from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and
prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice
the rights or financial condition of its successor. The resignation or removal of the Company pursuant to the aforementioned
sections shall not become effective until a successor shall be appointed pursuant to this Section 12.01 and shall in no event relieve
the Company of the representations and warranties made pursuant to Sections 3.01 and 3.02 and the remedies available to the Purchaser
under Section 3.03, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03 and 8.01 shall be applicable
to the Company notwithstanding any such sale, assignment, resignation or termination of the Company, or the termination of this
Agreement.
Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Purchaser an
instrument accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 3.01,
except for subsection (h) with respect to the sale of the Mortgage Loans and subsections (i) and (k) thereof, whereupon such
successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the
Company, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Company or
termination of this Agreement pursuant to Section 8.04, 10.01, 11.01 or 11.02 shall not affect any claims that any Purchaser may have
against the Company arising out of the Company's actions or failure to act prior to any such termination or resignation.
The Company shall deliver promptly to the successor servicer the funds in the Custodial Account, Subsidy Account and Escrow
Account and all Servicing Files and related documents and statements held by it hereunder and the Company shall account for all funds
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and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively
vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company.
Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Purchaser of such appointment in
accordance with the procedures set forth in Section 12.05.
Section 12.02 Amendment.
This Agreement may be amended from time to time by written agreement signed by the Company and the Purchaser.
Section 12.03 Governing Law.
This Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such laws.
Each of the Company and the Purchaser hereby knowingly, voluntarily and intentionally waives any and all rights it may have
to a trial by jury in respect or any litigation based on, or arising out of, under, or in connection with, this Agreement, or any
other documents and instruments executed in connection herewith, or any course of conduct, course of dealing, statements (whether
oral or written), or actions of the Company or the Purchaser. This provision is a material inducement for the Purchaser to enter
into this Agreement.
Section 12.04 Duration of Agreement.
This Agreement shall continue in existence and effect until terminated as herein provided. This Agreement shall continue
notwithstanding transfers of the Mortgage Loans by the Purchaser.
Section 12.05 Notices.
All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, postage prepaid, addressed as follows:
(i) if to the Company with respect to servicing and investor reporting issues:
Wells Fargo Bank, N.A.
1 Home Campus
Des Moines, Iowa50328-0001
Attention: John B. Brown, MAC X2401-042
If to the Company with respect to all other issues:
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Wells Fargo Bank, N.A.
7430 New Technology Way
Frederick, MD21703
Attention: Structured Finance Manager, MAC X3906-012
In each instance with a copy to:
Wells Fargo Bank, N.A.
1 Home Campus
Des Moines, Iowa50328-0001
Attention: General Counsel, MAC X2401-06T
or such other address as may hereafter be furnished to the Purchaser in writing by the Company;
(ii) if to Purchaser:
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Dr., Suite 200
Irving, TX75038
Attention: Ralene Ruyle
With a copy to:
Bear Stearns Mortgage Capital Corp.
383 Madison Avenue
New York, NY10179
Attention: Baron SilversteinSection 12.06 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be held invalid for any reason
whatsoever, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this
Agreement.
Section 12.07 Relationship of Parties.
Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties hereto
and the services of the Company shall be rendered as an independent contractor and not as agent for the Purchaser.
Section 12.08 Execution; Successors and Assigns.
76
This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts,
each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same
agreement. Subject to Section 8.04, this Agreement shall inure to the benefit of and be binding upon the Company and the Purchaser
and their respective successors and assigns.
Section 12.09 Recordation of Assignments of Mortgage.
To the extent permitted by applicable law, each of the Assignments of Mortgage is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the Mortgaged
Properties are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected at the
Company's expense in the event recordation is either necessary under applicable law or requested by the Purchaser at its sole option.
Section 12.10 Assignment by Purchaser.
The Purchaser shall have the right, without the consent of the Company but subject to the limit set forth in Section 2.02
hereof, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and
designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment, Assumption and Recognition
Agreement substantially in the form attached as Exhibit G and the assignee or designee shall accede to the rights and obligations
hereunder of the Purchaser with respect to such Mortgage Loans. All references to the Purchaser in this Agreement shall be deemed to
include its assignee or designee.
Section 12.11 Solicitation of Mortgagor.
Neither party shall, after the related Closing Date, take any action to solicit the refinancing of any Mortgage Loan. It is
understood and agreed that neither (i) promotions undertaken by either party or any affiliate of either party which are directed to
the general public at large, including, without limitation, mass mailings based upon commercially acquired mailing lists, newspaper,
radio, television advertisements nor (ii) serving the refinancing needs of a Mortgagor who, without solicitation, contacts either
party in connection with the refinance of such Mortgage or Mortgage Loan, shall constitute solicitation under this Section.
[Intentionally Blank - Next Page Signature Page]
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IN WITNESS WHEREOF, the Company and the Purchaser have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written.
EMC MORTGAGE CORPORATION WELLS FARGO BANK, N.A.
Purchaser Company
By:______________________________________ By:______________________________________
Name:____________________________________ Name:____________________________________
Title:___________________________________ Title:___________________________________
78
STATE OF )
) ss:
COUNTY OF ___________ )
On the _____ day of _______________, 20___ before me, a Notary Public in and for said State, personally appeared______________,
known to me to be_____________________________________of Wells Fargo Bank, N.A., the national banking association that executed the
within instrument and also known to me to be the person who executed it on behalf of said bank, and acknowledged to me that such bank
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the day and year in this certificate first above
written.
____________________________________________
Notary Public
My Commission expires_______________________
79
STATE OF )
) ss:
COUNTY OF )
On the _____ day of _______________, 20___ before me, a Notary Public in and for said State, personally appeared
_____________________________________, known to me to be the ______________________________ of EMC Mortgage Corporation, the
corporation that executed the within instrument and also known to me to be the person who executed it on behalf of said corporation,
and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the day and year in this certificate first above
written.
____________________________________________
Notary Public
My Commission expires_______________________
80
EXHIBIT A
FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT
On this _____ day of __________, 20___, Wells Fargo Bank, N.A. (the "Seller") as the Seller under that certain
Amended and Restated Master Mortgage Loan Purchase Agreement, ("Purchase Agreement") and as the Company under that certain Amended
and Restated Master Seller's Warranties and Servicing Agreement (the "Servicing Agreement") each dated as of _______________, 20___,
(collectively, the "Agreements") does hereby sell, transfer, assign, set over and convey to EMC Mortgage Corporation as the Purchaser
(the "Purchaser") under the Purchase Agreement, and Purchaser hereby accepts from Seller, without recourse, but subject to the terms
of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached
hereto as Exhibit A, together with the Custodial Mortgage Files and Retained Mortgage Files and all rights and obligations arising
under the documents contained therein. Pursuant to Section 2.03 of the Servicing Agreement, the Seller has delivered to the
Custodian the documents for each Mortgage Loan to be purchased. The Servicing Files retained by the Seller pursuant to Section 2.01
of the Servicing Agreement shall be appropriately marked to clearly reflect the sale of the related Mortgage Loans to the Purchaser.
Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreements.
EMC Mortgage Corporation Wells Fargo Bank, N.A.
Purchaser Company
By:_________________________________________ By:_________________________________________
Name:_______________________________________ Name:_______________________________________
Title:______________________________________ Title:______________________________________
EXHIBIT C
CONTENTS OF EACH RETAINED MORTGAGE FILE,
SERVICING FILE AND CUSTODIAL MORTGAGE FILE
With respect to each Mortgage Loan, the Retained Mortgage File and Custodial Mortgage File shall include each of the
following items, which shall be available for inspection by the Purchaser and any prospective Purchaser, and which shall be retained
by the Company in the Retained Mortgage File or Servicing File or delivered to the Custodian pursuant to Sections 2.01 and 2.03 of
the Seller's Warranties and the Servicing Agreement to which this Exhibit is attached (the "Agreement"):
1. The original Mortgage Note bearing all intervening endorsements, endorsed "Pay to the order of without
recourse" and signed in the name of the Company by an authorized officer (in the event that the Mortgage Loan was
acquired by the Company in a merger, the signature must be in the following form: "[Company], successor by merger
to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Company while
doing business under another name, the signature must be in the following form: "[Company], formerly know as
[previous name]").
2. The original of any guarantee executed in connection with the Mortgage Note (if any).
3. The original Mortgage, with evidence of recording thereon or a certified true and correct copy of the Mortgage sent
for recordation. If in connection with any Mortgage Loan, the Company cannot deliver or cause to be delivered the
original Mortgage with evidence of recording thereon on or prior to the related Closing Date because of a delay
caused by the public recording office where such Mortgage has been delivered for recordation or because such
Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Company
shall deliver or cause to be delivered to the Custodian, a photocopy of such Mortgage, together with (i) in the case
of a delay caused by the public recording office, an Officer's Certificate of the Company stating that such Mortgage
has been dispatched to the appropriate public recording office for recordation and that the original recorded
Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the
original recorded Mortgage will be promptly delivered to the Custodian upon receipt thereof by the Company; or (ii)
in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case
where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such
public recording office or by the title insurance company that issued the title policy to be a true and complete
copy of the original recorded Mortgage.
Further, with respect to MERS Mortgage Loans, (a) the Mortgage names MERS as the Mortgagee and (b) the requirements
set forth in the Electronic Tracking Agreement have been satisfied, with a conformed recorded copy to follow as soon
as the same is received by the Company.
4. the originals or certified true copies of any document sent for recordation of all assumption, modification,
consolidation or extension agreements, with evidence of recording thereon.
5. The original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording (except
for the insertion of the name of the assignee and recording information). The Assignment of Mortgage must be duly
recorded only if recordation is either necessary under applicable law or commonly required by private institutional
mortgage investors in the area where the Mortgaged Property is located or on direction of the Purchaser as provided
in the Custodial Agreement. If the Assignment of Mortgage is to be recorded, the Mortgage shall be assigned to the
Purchaser. If the Assignment of Mortgage is not to be recorded, the Assignment of Mortgage shall be delivered in
blank. If the Mortgage Loan was acquired by the Company in a merger, the Assignment of Mortgage must be made by
"[Company], successor by merger to [name of predecessor]." If the Mortgage Loan was acquired or originated by the
Company while doing business under another name, the Assignment of Mortgage must be by "[Company], formerly know as
[previous name]."
6. Originals or certified true copies of documents sent for recordation of all intervening assignments of the Mortgage
with evidence of recording thereon, or if any such intervening assignment has not been returned from the applicable
recording office or has been lost or if such public recording office retains the original recorded assignments of
mortgage, the Company shall deliver or cause to be delivered to the Custodian, a photocopy of such intervening
assignment, together with (i) in the case of a delay caused by the public recording office, an Officer's Certificate
of the Company stating that such intervening assignment of mortgage has been dispatched to the appropriate public
recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of
such intervening assignment of mortgage certified by the appropriate public recording office or by the title
insurance company that issued the title policy to be a true and complete copy of the original recorded intervening
assignment of mortgage will be promptly delivered to the Custodian upon receipt thereof by the Company; or (ii) in
the case of an intervening assignment where a public recording office retains the original recorded intervening
assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a
copy of such intervening assignment certified by such public recording office to be a true and complete copy of the
original recorded intervening assignment.
7. The electronic form of PMI Policy as identified by certificate number.
2
8. The original mortgagee policy of title insurance or other evidence of title such as a copy of the title commitment
or copy of the preliminary title commitment.
9. Any security agreement, chattel mortgage or equivalent executed in connection with the Mortgage.
10. Original power of attorney, if applicable.
11. For each Cooperative Loan, the original or a seller certified true copy of the following:
The original Pledge Agreement entered into by the Mortgagor with respect to such Cooperative Loan;
UCC-3 assignment in blank (or equivalent instrument), sufficient under the laws of the jurisdiction where
the related Cooperative Apartment is located to reflect of record the sale and assignment of the
Cooperative Loan to the Purchaser;
Original assignment of Pledge Agreement in blank showing a complete chain of assignment from the originator
of the related Cooperative Loan to the Company;
Original Form UCC-1 and any continuation statements with evidence of filing thereon with respect to such
Cooperative Loan;
Cooperative Shares with a Stock Certificate in blank attached;
Original Proprietary Lease;
Original Assignment of Proprietary Lease, in blank, and all intervening assignments thereof;
Original recognition agreement of the interests of the mortgagee with respect to the Cooperative Loan by
the Cooperative, the stock of which was pledged by the related Mortgagor to the originator of such
Cooperative Loan; and
Originals of any assumption, consolidation or modification agreements relating to any of the items
specified above.
With respect to each Mortgage Loan, the Servicing File shall include each of the following items to the extent in the possession of
the Company or in the possession of the Company's agent(s):
12. The original hazard insurance policy and, if required by law, flood insurance policy, in accordance with Section
4.10 of the Agreement.
13. Residential loan application.
14. Mortgage Loan closing statement.
3
15. Verification of employment and income, unless originated under the Company's Limited Documentation program, Fannie
Mae Timesaver Plus.
16. Verification of acceptable evidence of source and amount of down payment.
17. Credit report on the Mortgagor.
18. Residential appraisal report.
19. Photograph of the Mortgaged Property.
20. Survey of the Mortgage property, if required by the title company or applicable law.
21. Copy of each instrument necessary to complete identification of any exception set forth in the exception schedule in
the title policy, i.e. map or plat, restrictions, easements, sewer agreements, home association declarations, etc.
22. All required disclosure statements.
23. If available, termite report, structural engineer's report, water potability and septic certification.
24. Sales contract, if applicable.
25. Evidence of payment of taxes and insurance premiums, insurance claim files, correspondence, current and historical
computerized data files, and all other processing, underwriting and closing papers and records which are customarily
contained in a mortgage loan file and which are required to document the Mortgage Loan or to service the Mortgage
Loan.
26. Amortization schedule, if available.
27. Payment history for any Mortgage Loan that has been closed for more than 90 days.
In the event an Officer's Certificate of the Company is delivered to the Custodian because of a delay caused by the public
recording office in returning any recorded document, the Company shall deliver to the Custodian, within 240 days of the related
Closing Date, an Officer's Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not
been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally
required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the
4
applicable recorded document will be delivered to the Custodian. The Company shall be required to deliver to the Custodian the
applicable recorded document by the date specified in (iv) above. An extension of the date specified in (iv) above may be requested
from the Purchaser, which consent shall not be unreasonably withheld.
5
EXHIBIT D
SERVICING CRITERIA TO BE ADDRESSED
IN ASSESSMENT OF COMPLIANCE
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Reg AB Reference Servicing Criteria Applicable Inapplicable
Servicing Criteria Servicing Criteria
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
General Servicing Considerations
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other
triggers and events of default in accordance with the transaction
agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party's
performance and compliance with such servicing activities.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Any requirements in the transaction agreements to maintain a back-up
1122(d)(1)(iii) servicer for the mortgage loans are maintained.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party
participating in the servicing function throughout the reporting period in
the amount of coverage required by and otherwise in accordance with the
terms of the transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Cash Collection and Administration
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate custodial
bank accounts and related bank clearing accounts no more than two business
days following receipt, or such other number of days specified in the
transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Disbursements made via wire transfer on behalf of an obligor or to an
1122(d)(2)(ii) investor are made only by authorized personnel.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such advances,
1122(d)(2)(iii) are made, reviewed and approved as specified in the transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
The related accounts for the transaction, such as cash reserve accounts or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth in the
1122(d)(2)(iv) transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Each custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes of
this criterion, "federally insured depository institution" with respect to
a foreign financial institution means a foreign financial institution that
1122(d)(2)(v) meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed
securities related bank accounts, including custodial accounts and related
bank clearing accounts. These reconciliations are (A) mathematically
accurate; (B) prepared within 30 calendar days after the bank statement
cutoff date, or such other number of days specified in the transaction
agreements; (C) reviewed and approved by someone other than the person who
prepared the reconciliation; and (D) contain explanations for reconciling
items. These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days specified in
the transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Investor Remittances and Reporting
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with the terms
specified in the transaction agreements; (C) are filed with the Commission
as required by its rules and regulations; and (D) agree with investors' or
the trustee's records as to the total unpaid principal balance and number
of mortgage loans serviced by the Servicer.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Reg AB Reference Servicing Criteria Applicable Inapplicable
Servicing Criteria Servicing Criteria
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Pool Asset Administration (cont'd)
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with
timeframes, distribution priority and other terms set forth in the
transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Disbursements made to an investor are posted within two business days to
the Servicer's investor records, or such other number of days specified in
1122(d)(3)(iii) the transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Amounts remitted to investors per the investor reports agree with cancelled
1122(d)(3)(iv) checks, or other form of payment, or custodial bank statements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Pool Asset Administration
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required by the
transaction agreements or related mortgage loan documents.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Mortgage loan and related documents are safeguarded as required by the
1122(d)(4)(ii) transaction agreements
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Any additions, removals or substitutions to the asset pool are made,
reviewed and approved in accordance with any conditions or requirements in
1122(d)(4)(iii) the transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Payments on mortgage loans, including any payoffs, made in accordance with
the related mortgage loan documents are posted to the Servicer's obligor
records maintained no more than two business days after receipt, or such
other number of days specified in the transaction agreements, and allocated
to principal, interest or other items (e.g., escrow) in accordance with the
1122(d)(4)(iv) related mortgage loan documents.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
The Servicer's records regarding the mortgage loans agree with the
1122(d)(4)(v) Servicer's records with respect to an obligor's unpaid principal balance.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Changes with respect to the terms or status of an obligor's mortgage loans
(e.g., loan modifications or re-agings) are made, reviewed and approved by
authorized personnel in accordance with the transaction agreements and
1122(d)(4)(vi) related pool asset documents.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Loss mitigation or recovery actions (e.g., forbearance plans, modifications
and deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance with the
1122(d)(4)(vii) timeframes or other requirements established by the transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Records documenting collection efforts are maintained during the period a
mortgage loan is delinquent in accordance with the transaction agreements.
Such records are maintained on at least a monthly basis, or such other
period specified in the transaction agreements, and describe the entity's
activities in monitoring delinquent mortgage loans including, for example,
phone calls, letters and payment rescheduling plans in cases where
1122(d)(4)(viii) delinquency is deemed temporary (e.g., illness or unemployment).
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Adjustments to interest rates or rates of return for mortgage loans with
1122(d)(4)(ix) variable rates are computed based on the related mortgage loan documents.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Regarding any funds held in trust for an obligor (such as escrow accounts):
(A) such funds are analyzed, in accordance with the obligor's mortgage loan
documents, on at least an annual basis, or such other period specified in
the transaction agreements; (B) interest on such funds is paid, or
credited, to obligors in accordance with applicable mortgage loan documents
and state laws; and (C) such funds are returned to the obligor within 30
calendar days of full repayment of the related mortgage loans, or such
1122(d)(4)(x) other number of days specified in the transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Payments made on behalf of an obligor (such as tax or insurance payments)
are made on or before the related penalty or expiration dates, as indicated
on the appropriate bills or notices for such payments, provided that such
support has been received by the servicer at least 30 calendar days prior
to these dates, or such other number of days specified in the transaction
1122(d)(4)(xi) agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Any late payment penalties in connection with any payment to be made on
behalf of an obligor are paid from the Servicer's funds and not charged to
the obligor, unless the late payment was due to the obligor's error or
1122(d)(4)(xii) omission.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Disbursements made on behalf of an obligor are posted within two business
days to the obligor's records maintained by the servicer, or such other
1122(d)(4)(xiii) number of days specified in the transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Delinquencies, charge-offs and uncollectible accounts are recognized and
1122(d)(4)(xiv) recorded in accordance with the transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
2
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
Any external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth in
1122(d)(4)(xv) the transaction agreements.
------------------- ----------------------------------------------------------------------------- ------------------- -------------------
EXHIBIT E
FORM OF SARBANES CERTIFICATION
Re: The [ ] agreement dated as of [ ], 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]
I, ________________________________, the _______________________ of [Name of Servicer], certify to [the Owner], [the Depositor], and
the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge and intent that they will rely
upon this certification, that:
(1) I have reviewed the servicer compliance statement of the Servicer provided in accordance with Item 1123 of
Regulation AB (the "Compliance Statement"), the report on assessment of the Servicer's compliance with the servicing
criteria set forth in Item 1122(d) of Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and
15d-18 under Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing
Assessment"), the registered public accounting firm's attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage Loans by the Servicer during 200[ ] that were
delivered by the Servicer to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the
Agreement (collectively, the "Servicer Servicing Information");
(2) Based on my knowledge, the Servicer Servicing Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances
under which such statements were made, not misleading with respect to the period of time covered by the Servicer Servicing
Information;
(3) Based on my knowledge, all of the Servicer Servicing Information required to be provided by the Servicer under the
Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];
(4) I am responsible for reviewing the activities performed by the Servicer under the Agreement, and based on my
knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the
Compliance Statement, the Servicing Assessment or the Attestation Report, the Servicer has fulfilled its obligations under
the Agreement; and
(5) The Compliance Statement, the Servicing Assessment and the Attestation Report required to be provided by the Servicer
pursuant to the Agreement have been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance
described in such reports have been disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance
with the Servicing Criteria has been disclosed in such reports.
Date:
By:___________________________________________
Name:_________________________________________
Title:________________________________________
EXHIBIT F
FORM OF SARBANES-OXLEY BACK-UP CERTIFICATION
I, ______________________, Vice President of Wells Fargo Bank, N.A. (the "Servicer"), certify to __________________, and its
officers, directors, agents and affiliates (the "Sarbanes Certifying Party"), and with the knowledge and intent that they will rely
upon this certification, that:
(i) Based on my knowledge, the information relating to the Mortgage Loans and the servicing thereof submitted by the
Servicer to the Sarbanes Certifying Party which is used in connection with preparation of the reports on Form 8-K
and the annual report on Form 10-K filed with the Securities and Exchange Commission with respect to the
Securitization, taken as a whole, does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading as of the date of this certification;
(ii) The servicing information required to be provided to the Sarbanes Certifying Party by the Servicer under the
relevant servicing agreement has been provided to the Sarbanes Certifying Party;
(iii) I am responsible for reviewing the activities performed by the Servicer under the relevant servicing agreement and
based upon the review required by the relevant servicing agreement, and except as disclosed in the Annual Statement
of Compliance, the Annual Independent Public Accountant's Servicing Report and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage Loans submitted to the Sarbanes
Certifying Party, the Servicer has, as of the date of this certification fulfilled its obligations under the
relevant servicing agreement; and
(iv) I have disclosed to the Sarbanes Certifying Party all significant deficiencies relating to the Servicer's compliance with
the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar standard as set forth in the relevant servicing agreement.
(v) The Servicer shall indemnify and hold harmless the Sarbanes Certifying Party and its officers, directors, agents and
affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its
officers, directors, agents or affiliates of its obligations under this Certification or the negligence, bad faith
or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is
unavailable or insufficient to hold harmless the Sarbanes Certifying Party, then the Servicer agrees that it shall
contribute to the amount paid or payable by the Sarbanes Certifying Party as a result of the losses, claims, damages
or liabilities of the Sarbanes Certifying Party in such proportion as is appropriate to reflect the relative fault
of the Sarbanes Certifying Party on the one hand and the Servicer on the other in connection with a breach of the
Servicer's obligations under this Certification or the Servicer's negligence, bad faith or willful misconduct in
connection therewith.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Servicer.
Dated: By:
Name:
Title:
EXHIBIT G
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
____________, 20__
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated ___________________, 20____ between _________________, a
_________________ corporation having an office at _________________ ("Assignor") and _________________, having an office at
_________________ ("Assignee"):
For and in consideration of the sum of one dollar ($1.00) and other valuable consideration the receipt and sufficiency of
which are hereby acknowledge, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:
1. The Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor, as
Purchaser, in, to and under that certain Seller's Warranties and Servicing Agreement, (the "Seller's Warranties and ServicingAgreement"), dated as of _________________, by and between _________________ (the "Purchaser"), and _________________ (the
"Company"), and the Mortgage Loans delivered thereunder by the Company to the Assignor, and that certain Custodial Agreement, (the
"Custodial Agreement"), dated as of _________________, by and among the Company, the Purchaser and _________________ (the
"Custodian").
2. The Assignor warrants and represents to, and covenants with, the Assignee that:
a. The Assignor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans
free from any and all claims and encumbrances whatsoever;
b. The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other
defenses available to the Company with respect to the Seller's Warranties and Servicing Agreement or the Mortgage Loans;
c. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification
of, the Seller's Warranties and Servicing Agreement, the Custodial Agreement or the Mortgage Loans, including without limitation the
transfer of the servicing obligations under the Seller's Warranties and Servicing Agreement. The Assignor has no knowledge of, and
has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under,
the Seller's Warranties and Servicing Agreement or the Mortgage Loans; and
d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise
disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar
security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any
other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any
other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act or which
would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration pursuant thereto.
3. That Assignee warrants and represent to, and covenants with, the Assignor and the Company pursuant to Section 12.10
of the Seller's Warranties and Servicing Agreement that:
a. The Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the
Seller's Warranties and Servicing Agreement, the Mortgage Loans and the Custodial Agreement, and from and after the date hereof, the
Assignee assumes for the benefit of each of the Company and the Assignor all of the Assignor's obligations as purchaser thereunder;
b. The Assignee understands that the Mortgage Loans have not been registered under the 33 Act or the
securities laws of any state;
c. The purchase price being paid by the Assignee for the Mortgage Loans are in excess of $250,000.00 and will
be paid by cash remittance of the full purchase price within 60 days of the sale;
d. The Assignee is acquiring the Mortgage Loans for investment for its own account only and not for any other
person. In this connection, neither the Assignee nor any person authorized to act therefor has offered to Mortgage Loans by means of
any general advertising or general solicitation within the meaning of Rule 502(c) of US Securities and Exchange Commission Regulation
D, promulgated under the Securities Act;
e. The Assignee considers itself a substantial sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the Mortgage
Loans;
f. The Assignee has been furnished with all information regarding the Mortgage Loans that it has requested
from the Assignor or the Company;
g. Neither the Assignee nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise
disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar
security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any
other similar security with, any person in any manner which would constitute a distribution of the Mortgage Loans under the 33 Act or
which would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage
Loans; and
h. Either (1) the Assignee is not an employee benefit plan ("Plan") within the meaning of section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") or a plan (also "Plan") within the meaning of section
4975(e)(1) of the Internal Revenue Code of 1986 ("Code"), and the Assignee is not directly or indirectly purchasing the Mortgage
Loans on behalf of, investment manager of, as named fiduciary of, as Trustee of, or with assets of, a Plan; or (2) the Assignee's
purchase of the Mortgage Loans will not result in a prohibited transaction under section 406 of ERISA or section 4975 of the Code.
i. The Assignee's address for purposes of all notices and correspondence related to the Mortgage Loans and the
Seller's Warranties and Servicing Agreements is:
_____________________________________________________
_____________________________________________________
_____________________________________________________
Attention: _________________
The Assignee's wire transfer instructions for purposes of all remittances and payments related to the Mortgage Loans and the
Seller's Warranties and Servicing Agreement is:
_____________________________________________________
_____________________________________________________
_____________________________________________________
Attention: _________________
4. From and after the date hereof, the Company shall note the transfer of the Mortgage Loans to the Assignee in its
books and records, the Company shall recognize the Assignee as the owner of the Mortgage Loans and the Company shall service the
Mortgage Loans for the benefit of the Assignee pursuant to the Seller's Warranties and Servicing Agreement, the terms of which are
incorporated herein by reference. It is the intention of the Assignor, the Company and the Assignee that the Seller's Warranties and
Servicing Agreement shall be binding upon and inure to the benefit of the Company and the Assignee and their respective successors
and assigns.
[Signatures Follow]
IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption to be executed by their duly authorized officers
as of the date first above written.
________________________________ _________________________________________
Assignor Assignee
By:_____________________________ By:______________________________________
Name:___________________________ Name:____________________________________
Its:____________________________ Its:_____________________________________
Tax Payer Identification No.: Tax Payer Identification No.:
________________________________ _________________________________
EXHIBIT H
ELECTRONIC DATA FILE
(1) the street address of the Mortgaged Property including the city, state, county and zip code;
(2) a code indicating whether the Mortgaged Property is a single family residence, a 2-4 family dwelling, a PUD, a
cooperative, a townhouse, manufactured housing or a unit in a condominium project;
(3) the Mortgage Interest Rate as of the Cut-off Date;
(4) the current Monthly Payment;
(5) loan term, number of months;
(6) the stated maturity date;
(7) the Stated Principal Balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction
of payments of principal due on or before the Cut-off Date;
(8) the Loan-to-Value Ratio;
(9) a code indicating whether the Mortgage Loan is an Interest Only Mortgage Loan;
(10) a code indicating whether the Mortgage Loan is a temporary buydown (Y or N);
(11) the Servicing Fee Rate;
(12) a code indicating whether the Mortgage Loan is covered by lender-paid mortgage insurance (Y or N);
(13) a code indicating whether the Mortgage Loan is a Time$aver® Mortgage Loan (Y or N);
(14) the Mortgagor's first and last name;
(15) a code indicating whether the Mortgaged Property is owner-occupied;
(16) the remaining months to maturity from the Cut-off Date, based on the original amortization schedule;
(17) the date on which the first Monthly Payment was due on the Mortgage Loan;
(18) the last Due Date on which a Monthly Payment was actually applied to the actual principal balance;
(19) the original principal amount of the Mortgage Loan;
(20) a code indicating the purpose of the loan (i.e., purchase, financing, rate/term refinancing, cash-out refinancing);
(21) the Mortgage Interest Rate at origination;
(22) the date on which the first Monthly Payment was due on the Mortgage Loan;
(23) a code indicating the documentation style (i.e., full (providing two years employment verification - 2 years W-2's
and current pay stub or 2 years 1040's for self employed borrowers), alternative or reduced);
(24) a code indicating if the Mortgage Loan is subject to a PMI Policy;
(25) the Appraised Value of the Mortgage Property;
(26) the sale price of the Mortgaged Property, if applicable;
(27) the Mortgagor's Underwriting FICO Score;
(28) term of prepayment penalty in years;
(29) a code indicating the product type;
(30) a code indicating the credit grade of the Mortgage Loan;
(31) the unpaid balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction of all
payments of principal;
(32) the Note date of the Mortgage Loan;
(33) the mortgage insurance certificate number and percentage of coverage, if applicable;
(34) the Mortgagor's date of birth;
(35) the MIN Number for each Mortgage Loan, if applicable;
(36) employer name;
(37) subsidy program code;
(38) servicer name;
(39) the combined Loan-to-Value Ratio;
(40) the total Loan-to-Value Ratio;
(41) whether the Mortgage Loan is convertible (Y or N);
(42) a code indicating whether the Mortgage Loan is a relocation loan (Y or N);
(43) a code indicating whether the Mortgage Loan is a leasehold loan (Y or N);
(44) a code indicating whether the Mortgage Loan is an Alt A loan (Y or N);
(45) a code indicating whether the Mortgage Loan is a no ratio loan (Y or N);
(46) a code indicating whether the Mortgage Loan is a Pledged Asset Mortgage Loan (Y or N);
(47) effective LTV percentage for Pledged Asset Mortgage Loans;
(48) citizenship type code;
(49) a code indicating whether the Mortgage Loan is a conforming or non-conforming loan, based on the original loan
balance;
(50) the name of the client for which the Mortgage Loan was originated;
(51) the program code;
(52) the loan sub doc code;
(53) the remaining interest-only term for Interest Only Mortgage Loans;
The Company shall provide the following
For the Home Mortgage Disclosure Act (HMDA):
(54) the Mortgagor's and co-Mortgagor's (if applicable) ethnicity;
(55) the Mortgagor's and co-Mortgagor's (if applicable) race;
(56) lien status;
(57) for cash-out refinance loans, the cash purpose;
(58) the Mortgagor's and co-Mortgagor's (if applicable) gender;
(59) the Mortgagor's and co-Mortgagor's (if applicable) social security numbers;
(60) the number of units for the property;
(61) the year in which the property was built;
(62) the qualifying monthly income of the Mortgagor;
(63) the number of bedrooms contained in the property;
(64) a code indicating first time buyer (Y or N);
(65) the total rental income, if any;
The Seller shall provide the following
for the adjustable rate Mortgage Loans (if applicable):
(66) the maximum Mortgage Interest Rate under the terms of the Mortgage Note;
(67) the Periodic Interest Rate Cap;
(68) the Index;
(69) the next Adjustment Date;
(70) the Gross Margin; and
(71) the lifetime interest rate cap.
MASTER MORTGAGE LOAN PURCHASE AGREEMENT
This is an Amended and Restated Master Mortgage Loan Purchase Agreement (the "Agreement"), dated as of November 1, 2004 by
and between EMC Mortgage Corporation, having an office at 909 Hidden Ridge Drive, Suite 200, Irving, Texas75038 (the "Purchaser")
and Wells Fargo Bank, N.A., having an office at 1 Home Campus, Des Moines, Iowa50328-0001 (the "Seller").
W I T N E S S E T H
WHEREAS, the Seller agrees to sell, and the Purchaser agrees to purchase, from time to time certain conventional residential
mortgage loans (the "Mortgage Loans") on a servicing retained basis as described herein:
WHEREAS, the Mortgage Loans shall be delivered as pools of whole loans (each a "Loan Package") on various dates as provided
herein (each a "Closing Date"); and
WHEREAS, the parties intend hereby to set forth the terms and conditions upon which the proposed Transactions will be
effected.
NOW THEREFORE, in consideration of the promises and the mutual agreements set forth herein, the parties hereto agree as
follows:
SECTION 1. All capitalized terms not otherwise defined herein have the respective meanings set forth in the Amended
and Restated Master Seller's Warranties and Servicing Agreement, dated as of the date herewith (the"Master Seller's Warranties and
Servicing Agreement").
SECTION 2. Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase from time to time,
Mortgage Loans having an aggregate principal balance on the applicable related Cut-off Date in an amount as set forth in the related
Commitment Letters or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal
balance of the Mortgage Loans in the related Loan Package accepted by the Purchaser on the related Closing Date. The Mortgage Loans
will be delivered pursuant to the Master Seller's Warranties and Servicing Agreement.
SECTION 3. Mortgage Schedules. The Seller will provide the Purchaser with certain information constituting a listing
of the Mortgage Loans to be purchased under this Agreement for each Transaction (the "Mortgage Loan Schedule"). Each Mortgage Loan
Schedule shall conform to the definition of "Mortgage Loan Schedule" under the Master Seller's Warranties and Servicing Agreement.
SECTION 4. Purchase Price. The purchase price for each Loan Package (the "Purchase Price") shall be the percentage of
par as stated in the related Commitment Letter, multiplied by the aggregate principal balance, as of the related Cut-off Date, of the
Mortgage Loans listed in the related Loan Package, after application of scheduled payments of principal for such related Loan Package
due on or before the related Cut-off Date whether or not collected. The purchase price for a Loan Package may be adjusted as stated
in the related Commitment Letter.
In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, accrued interest on the initial
principal amount of the Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related
Cut-off Date through the day prior to the related Closing Date, inclusive.
With respect to each Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due after the related
Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled
payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall
belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that
portion of any such payment which is allocable to the period prior to the related Cut-off Date). The principal balance of each
Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related
Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a due date beyond the
related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus
interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into
the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the
Purchaser.
SECTION 5. Examination of Mortgage Files. Prior to each Closing Date, the Seller shall (a) deliver to the Purchaser
in escrow, for examination, the Mortgage File for each Mortgage Loan, including a copy of the Assignment of Mortgage, pertaining to
each Mortgage Loan, or (b) make the Mortgage Files available to the Purchaser for examination at the Seller's offices or such other
location as shall otherwise be agreed upon by the Purchaser and the Seller. Such examination may be made by the Purchaser or by any
prospective purchaser of the Mortgage Loans from the Purchaser, at any time before or after such related Closing Date, upon prior
reasonable notice to the Seller. The fact that the Purchaser or any prospective purchaser of the Mortgage Loans has conducted or has
failed to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser's (or any of its
successor's) rights to demand repurchase, substitution or other relief as provided under the Master Seller's Warranties and Servicing
Agreement.
Prior to Seller's receipt of the Purchase Price, the Purchaser shall cause the Custodian to act as bailee for the sole and
exclusive benefit of the Seller pursuant to the Custodial Agreement and act only in accordance with Seller's instructions. Upon the
Seller's receipt of the Purchase Price, the Seller shall provide notification to the Custodian to release ownership of the Mortgage
Loan Documents contained in the Custodial Mortgage File. Such notification shall be in a form of a written notice by facsimile or
other electronic media, with a copy sent to the Purchaser. Subsequent to such release, such Mortgage Loan Documents shall be
retained by the Custodian for the benefit of the Purchaser. All Mortgage Loan Documents related to Mortgage Loans not purchased by
the Purchaser on the Closing Date, shall be maintained by the Custodian for the benefit of the Seller and shall be returned to the
Seller within two (2) Business Days after the Closing Date.
SECTION 6. Representations, Warranties and Agreements of Seller. The Seller agrees and acknowledges that it shall,
as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in
Section 3.01 and 3.02 of the Master Seller's Warranties and Servicing Agreement, as of each related Closing Date. The meaning of the
term "Agreement" as used in Sections 3.01 and 3.02 of the Master Seller's Warranties and Servicing Agreement shall include this
Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional
representations, warranties and agreements which shall be deemed to have been made as of the related Closing Date:
a) neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of
any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of any Mortgage Loans, any interest in any Mortgage Loans or any other
similar security from, or otherwise approached or negotiated with respect to any Mortgage Loans, any interest in any
Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage
Loans under the Securities Act or which would render the disposition of any Mortgage Loans a violation of Section 5 of the
Securities Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any
person to act, in such manner with respect to the Mortgage Loans; and
b) the Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in
connection with this transaction other than the Purchaser.
SECTION 7. Representation, Warranties and Agreement of Purchaser. The Purchaser, without conceding that the Mortgage
Loans are securities, hereby makes the following representations, warranties and agreements, which shall have been deemed to have
been made as of the related Closing Date.
a) the Purchaser understands that the Mortgage Loans have not been registered under the Securities Act or the
securities laws of any state;
b) the Purchaser is acquiring the Mortgage Loans for its own account only and not for any other person;
c) the Purchaser considers itself a substantial, sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable of evaluating the merits and risks of investment in the
Mortgage Loans;
d) the Purchaser has been furnished with all information regarding the Mortgage Loans which it has requested from the
Seller or the Company; and
e) neither the Purchaser nor anyone acting on its behalf offered, transferred, pledged, sold or otherwise disposed of
any Mortgage Loan, any interest in any Mortgage Loan or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of any Mortgage Loan, any interest in any Mortgage Loan or any other similar
security from, or otherwise approached or negotiated with respect to any Mortgage Loan, any interest in any Mortgage Loan or
any other similar security with, any person in any manner, or made any general solicitation by means of general advertising
or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the
Securities Act or which would render the disposition of any Mortgage Loan a violation of Section 5 of the Securities Act or
require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in
such manner with respect to the Mortgage Loans.
SECTION 8. Closing. The closing for the purchase and sale of each Loan Package shall take place on the related
Closing Date. At the Purchaser's option, the Closing shall be either: by telephone, confirmed by letter or wire as the parties shall
agree; or conducted in person, at such place as the parties shall agree.
The closing shall be subject to each of the following conditions:
a) all of the representations and warranties of the Seller under this Agreement and under the Master Seller's
Warranties and Servicing Agreement shall be true and correct as of such related Closing Date and no event shall have
occurred which, with notice or the passage of time, would constitute a default under this Agreement or an Event of Default
under the Master Seller's Warranties and Servicing Agreement;
b) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all Closing Documents
as specified in Section 9 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed
by all signatories other than the Purchaser as required pursuant to the respective terms thereof;
c) the Seller shall have delivered and released to the Custodian under the Master Seller's Warranties and Servicing
Agreement all documents required pursuant to the related Custodial Agreement, and
d) all other terms and conditions of this Agreement shall have been complied with.
Subject to the foregoing conditions, the Purchaser shall pay to the Seller on such related Closing Date the applicable
Purchase Price, plus accrued interest pursuant to Section 4 of this Agreement, by wire transfer of immediately available funds to the
account designated by the Seller.
SECTION 9. Closing Documents. With respect to the Mortgage Loans, the Closing Documents shall consist of the
following documents:
On the initial Closing Date:
1. the Master Seller's Warranties and Servicing Agreement, in three counterparts;
2. this Agreement in two counterparts;
3. the Custodial Agreement, dated as November 30, 1999, by and between EMC Mortgage Corporation as Owner, and Wells
Fargo Bank, N.A. (formerly Wells Fargo Bank Minnesota, N.A.) attached as an exhibit to the Master Seller's
Warranties and Servicing Agreement;
4. the Mortgage Loan Schedule for the related Loan Package, one copy to be attached to each counterpart of the Master
Seller's Warranties and Servicing Agreement, to each counterpart of this Agreement, and to each counterpart of the
Custodial Agreement, as the Mortgage Loan Schedule thereto;
5. a Receipt and Certification, as required under the Custodial Agreement;
6. an Opinion of Counsel of the Seller, in the form of Exhibit 1 hereto; and
7. an Assignment and Conveyance Agreement for the related Mortgage Loans.
On each subsequent Closing Date, the following documents:
1. the Mortgage Loan Schedule for the related Loan Package;
2. an Assignment and Conveyance Agreement for the related Mortgage Loans; and
3. a Receipt and Certification, as required under the Custodial Agreement.
SECTION 10. Costs. The Purchaser shall pay any commissions due its salesmen, the legal fees and expenses of its
attorneys and the costs and expenses associated with the Custodian. The Seller shall be responsible for reasonable costs and
expenses associated with any preparation of the initial assignments of mortgage. All other costs and expenses incurred in connection
with the transfer and delivery of the Mortgage Loans, including fees for title policy endorsements and continuations and the Seller's
attorney fees, shall be paid by the Seller.
SECTION 11. Servicing The Mortgage Loans shall be serviced by the Seller in accordance with the terms of the Master
Seller's Warranties and Servicing Agreement. The Seller shall be entitled to servicing fees calculated as provided therein, at the
Servicing Fee Rate.
SECTION 12. Financial Statements. The Seller understands that in connection with the Purchaser's marketing of the
Mortgage Loans, the Purchaser shall make available to prospective purchasers a Consolidated Statement of Operations of the Seller for
the most recently completed two fiscal years respecting which such a statement is available, as well as a Consolidated Statement of
Condition at the end of the last two (2) fiscal years covered by such Consolidated Statement of Operations. The Purchaser shall also
make available any comparable interim statements to the extent any such statements have been prepared by the seller in a format
intended or otherwise suitable for the public at large. The Seller, if it has not already done so, agrees to furnish promptly to the
Purchaser copies of the statements specified above. The Seller shall also make available information on its servicing performance
with respect to loans in its own portfolio and loans serviced for others (if any), including foreclosure and delinquency ratios.
The Seller also agrees to allow access to a knowledgeable (as shall be determined by the Seller) financial or accounting
officer for the purpose of answering questions asked by any prospective purchaser regarding recent developments affecting the Seller
or the financial statements of the Seller.
SECTION 13. Mandatory Delivery. The sale and delivery on each Closing Date of the related Mortgage Loans described on
the respective Mortgage Loan Schedules is mandatory, it being specifically understood and agreed that each Mortgage Loan must be
unique and identifiable on such related Closing Date and that an award of money damages would be insufficient to compensate the
Purchaser for the losses and damages incurred by the Purchaser (including damages to prospective purchasers of the Mortgage Loans) in
the event of the Seller's failure to deliver the Mortgage Loans on or before such related Closing Date. All rights and remedies of
the Purchaser under this Agreement are distinct from, and cumulative with, any other rights or remedies under this Agreement or
afforded by law or equity and all such rights and remedies may be exercised concurrently, independently or successively.
SECTION 14. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to
have been duly given if mailed, by registered or certified mail, return receipt requested, or, if by other means, when received by
the other party at the address shown on the first page hereof, or such other address as may hereafter be furnished to the other party
by like notice. Any such demand, notice of communication hereunder shall be deemed to have been received on the date delivered to or
received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return
receipt).
SECTION 15. Severability Clause. Any part, provision, representation or warranty of this Agreement which is
prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is
prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction,
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or
renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this
Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in
good-faith, to develop a structure the economic effect of which is as close as possible to the economic effect of this Agreement
without regard to such invalidity.
SECTION 16. Counterparts. This Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.
SECTION 17. Place of Delivery and Governing Law. This Agreement shall be deemed in effect when a fully executed
counterpart thereof is received by the Purchaser in the State of New York and shall be deemed to have been made in State of New
York. The Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies
of the parties hereunder shall be determined in accordance with the laws of the State of New York, except to the extent preempted by
Federal Law.
Each of the Seller and the Purchaser hereby knowingly, voluntarily and intentionally waives any and all rights it may have
to a trial by jury in respect of any litigation based on, or arising out of, under, or in connection with, this Agreement, or any
other documents and instruments executed in connection herewith, or any course of conduct, course of dealing, statements (whether
oral or written), or actions of the Seller or the Purchaser. This provision is a material inducement for the Purchaser to enter into
this Agreement.
SECTION 18. Further Agreements. The Purchaser and the Seller each agree to execute and deliver to the other such
additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.
Without limiting the generality of the foregoing, the Seller shall reasonably cooperate with the Purchaser in connection
with the initial resales of the Mortgage Loans by the Purchaser. In that connection, the Seller shall provide to the Purchaser:
(i) any and all information and appropriate verification of information, whether through letters of its auditors and counsel or
otherwise, as the Purchaser shall reasonably request, and (ii) such additional representations, warranties, covenants, opinions of
counsel, letters from auditors and certificates of public officials or officers of the Seller as are reasonably believed necessary by
the Purchaser in connection with such resales. The requirement of the Seller pursuant to (ii) above shall terminate on the related
Closing Date, except as provided pursuant to Article IX of the Master Seller's Warranties and Servicing Agreement. Prior to
incurring any out-of-pocket expenses pursuant to this paragraph, the Seller shall notify the Purchaser in writing of the estimated
amount of such expense. The Purchaser shall reimburse the Seller for any such expense following its receipt of appropriate details
thereof.
SECTION 19. Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the
Seller is selling, an undivided 100% ownership interest in the Mortgage Loans and not a debt instrument of the Seller or another
security. Accordingly, the parties hereto each intend to treat the transaction for Federal income tax purposes as a sale by the
Seller, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the right to review the Mortgage Loans and
the related Mortgage Loan Files to determine the characteristics of the Mortgage Loans which shall affect the Federal income tax
consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser in the
course of such review.
SECTION 20. Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the
benefit of and be enforceable by the Seller and the Purchaser and the respective successors and assigns of the Seller and the
Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the consent of the
Purchaser.
SECTION 21. Waivers; Other Agreements. No term or provision of this Agreement may be waived or modified unless such waiver
or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.
SECTION 22. Exhibits. The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral
part of this Agreement.
SECTION 23. General Interpretive Principles. For purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires:
a) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as
well as the singular, and the use of any gender herein shall be deemed to include the other gender;
b) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles;
c) references herein to "Articles", "Sections", "Subsections", "Paragraphs", and other subdivisions without reference
to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
d) a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in
the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
e) the words "herein", "hereof", "hereunder" and other words of similar import refer to this Agreement as a whole and
not to any particular provision; and
f) the term "include" or "including" shall mean without limitation by reason of enumeration.
SECTION 24. Reproduction of Documents. This Agreement and all documents relating thereto, including, without limitation,
(a) consents, waivers and modifications which may hereafter be executed, (b) documents received by any party at the closing, and (c)
financial statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic,
photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction
shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is
in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
[Signatures Follow]
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the date first above written.
EMC MORTGAGE CORPORATION
(Purchaser)
By:_________________________________________
Name:_______________________________________
Title:______________________________________
WELLS FARGO BANK, N.A.
(Seller)
By:_________________________________________
Name:_______________________________________
Title:______________________________________
EXHIBIT 1
FORM OF OPINION OF COUNSEL
Re: Mortgage Loan Sale by Wells Fargo Bank, N.A. (the "Company") to EMC Mortgage Corporation (the "Purchaser") of first lien
mortgage loans (the "Mortgage Loans") pursuant to that certain Amended and Restated Master Seller's Warranties and Servicing
Agreement and Amended and Restated Master Mortgage Loan Purchase Agreement by and between the Company and the Purchaser, dated as of
November 1, 2005.
Dear Sir/Madam:
I am [_______] of Wells Fargo Bank, N.A. and have acted as counsel to Wells Fargo Bank, N.A. (the "Company"), with respect to certain
matters in connection with the sale by the Company of Mortgage Loans pursuant to that certain Amended and Restated Master Seller's
Warranties and Servicing Agreement and Amended and Restated Master Mortgage Loan Purchase Agreement by and between the Company and
EMC Mortgage Corporation (the "Purchaser"), dated as of November 1, 2005, (the "Agreements"), which sale is in the form of whole
Mortgage Loans. Capitalized terms not otherwise defined herein have the meanings set forth in the Amended and Restated Master
Seller's Warranties and Servicing Agreement.
I have examined the following documents:
6. the Amended and Restated Master Seller's Warranties and Servicing Agreement;
7. the Amended and Restated Master Mortgage Loan Purchase Agreement;
8. the Custodial Agreement;
9. the form of endorsement of the Mortgage Notes; and
10. such other documents, records and papers as I have deemed necessary and relevant as a basis for this opinion.
To the extent I have deemed necessary and proper, I have relied upon the representations and warranties of the Company contained in
the Agreements. I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures,
the legal capacity of natural persons and the conformity to the originals of all documents.
Based upon the foregoing, it is my opinion that;
1. The Company is a national banking association duly organized, validly existing and in good standing under the laws of the
United States.
2. The Company has the power to engage in the transactions contemplated by the Agreements, the Custodial Agreement and all
requisite power, authority and legal right to execute and deliver the Agreements, the Custodial Agreement and the Mortgage
Loans, and to perform and observe the terms and conditions of such instruments.
3. Each person who, as an officer or attorney-in-fact of the Company, signed (a) the Agreements, each dated as of November 1,2005, by and between the Company and the Purchaser, and (b) any other document delivered prior hereto or on the date hereof
in connection with the sale and servicing of the Mortgage Loans in accordance with the Agreements was, at the respective
times of such signing and delivery, and is, as of the date hereof, duly elected or appointed, qualified and acting as such
officer or attorney-in-fact, and the signatures of such persons appearing on such documents are their genuine signatures.
4. Each of the Agreements, the Custodial Agreement, and the Mortgage Loans, has been duly authorized, executed and delivered by
the Company and is a legal, valid and binding agreement enforceable in accordance with its terms, subject to the effect of
insolvency, liquidation, convervatorship and other similar laws administered by the Federal Deposit Insurance Corporation
affecting the enforcement of contract obligations of insured banks and subject to the application of the rules of equity,
including those respecting the availability of specific performance, none of which will materially interfere with the
realization of the benefits provided thereunder or with the Purchaser's ownership of the Mortgage Loans.
5. The Company has been duly authorized to allow any of its officers to execute any and all documents by original signature in
order to complete the transactions contemplated by the Agreements and the Custodial Agreement, and by original or facsimile
signature in order to execute the endorsements to the Mortgage Notes and the assignments of the Mortgages, and the original
or facsimile signature of the officer at the Company executing the endorsements to the Mortgage Notes and the assignments of
the Mortgages represents the legal and valid signature of said officer of the Company.
6. Either (i) no consent, approval, authorization or order of any court or governmental agency or body is required for the
execution, delivery and performance by the Company of or compliance by the Company with the Agreements, the Custodial
Agreement or the sale and delivery of the Mortgage Loans or the consummation of the transactions contemplated by the
Agreements, and the Custodial Agreement; or (ii) any required consent, approval, authorization or order has been obtained by
the Company.
7. Neither the consummation of the transactions contemplated by, nor the fulfillment of the terms of the Agreements and the
Custodial Agreement, will conflict with or results in or will result in a breach of or constitutes or will constitute a
default under the charter or by-laws of the Company, the terms of any indenture or other agreement or instrument to which
the Company is a party or by which it is bound or to which it is subject, or violates any statute or order, rule,
regulations, writ, injunction or decree of any court, governmental authority or regulatory body to which the Company is
subject or by which it is bound.
8. There is no action, suit, proceeding or investigation pending or, to the best of my knowledge, threatened against the
Company which, in my opinion, either in any one instance or in the aggregate, may result in any material adverse change in
the business, operations, financial condition, properties or assets of the Company or in any material impairment of the
right or ability of the Company to carry on its business substantially as now conducted or in any material liability on the
part of the Company or which would draw into question the validity of the Agreements, and the Custodial Agreement, or of any
action taken or to be taken in connection with the transactions contemplated thereby, or which would be likely to impair
materially the ability of the Company to perform under the terms of the Agreements and the Custodial Agreement.
9. For purposes of the foregoing, I have not regarded any legal or governmental actions, investigations or proceedings to be
"threatened" unless the potential litigant or governmental authority has manifested to the legal department of the Company
or an employee of the Company responsible for the receipt of process a present intention to initiate such proceedings; nor
have I regarded any legal or governmental actions, investigations or proceedings as including those that are conducted by
state or federal authorities in connection with their routine regulatory activities. The sale of each Mortgage Note and
Mortgage as and in the manner contemplated by the Agreements is sufficient fully to transfer all right, title and interest
of the Company thereto as noteholder and mortgagee, apart from the rights to service the Mortgage Loans pursuant to the
Agreements.
10. The form of endorsement that is to be used with respect to the Mortgage Loans is legally valid and sufficient to duly
endorse the Mortgage Notes to the Purchaser. Upon the completion of the endorsement of the Mortgage Notes and the
completion of the assignments of the Mortgages, and the recording thereof, the endorsement of the Mortgage Notes, the
delivery to the Custodian of the completed assignments of the Mortgages, and the delivery of the original endorsed Mortgage
Notes to the Custodian would be sufficient to permit the entity to which such Mortgage Note is initially endorsed at the
Purchaser's direction, and to whom such assignment of Mortgages is initially assigned at the Purchaser's direction, to avail
itself of all protection available under applicable law against the claims of any present or future creditors of the
Company, and would be sufficient to prevent any other sale, transfer, assignment, pledge or hypothecation of the Mortgages
and the Mortgage Notes by the Company from being enforceable.
This opinion is given to you for your sole benefit, and no other person or entity is entitled to rely hereon except that the
purchaser or purchasers to which you initially and directly resell the Mortgage Loans may rely on this opinion as if it were
addressed to them as of its date.
Sincerely,
EXHIBIT I-1
RECOGNITION AGREEMENT
This is a Recognition Agreement (this "Recognition Agreement") made as of April 1, 2006, between EMC Mortgage Corporation
("EMC") and Bank of America, National Association (the "Company").
WHEREAS, EMC acquired the mortgage loans identified on Attachment 1 hereto (the "Mortgage Loans") through the exercise of an
optional redemption right held by EMC in connection with the Bear Stearns ARM Trust 2002-11, Mortgage Pass-Through Certificates,
Series 2002-11; and
WHEREAS, the Company is currently servicing the Mortgage Loans in accordance with the terms and conditions of that certain
Amended and Restated Flow Mortgage Loan Sale and Servicing Agreement, dated April 1, 2005, as modified by the Regulation AB
Compliance Addendum to Amended and Restated Flow Mortgage Loan Sale and Servicing Agreement (the "Reg AB Addendum"), dated December21, 2005, each by and between the Company and EMC (as modified by the Reg AB Addendum, the "Servicing Agreement").
In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Mortgage Loans shall be subject to the
terms of this Recognition Agreement. Any capitalized term used and not otherwise defined herein shall have the meaning assigned to
such term in the Servicing Agreement.
Recognition of EMC
From and after the date hereof, the Company shall recognize EMC as owner of the Mortgage Loans and will service the Mortgage
Loans for EMC pursuant to the terms of the Servicing Agreement (as modified herein), as if EMC and the Company had entered into a
separate servicing agreement for the servicing of the Mortgage Loans in the form of the Servicing Agreement (as modified herein), the
terms of which are incorporated herein by reference.
Assignment of Mortgage Loans and Recognition Agreement to Trustee
The Company hereby acknowledges that EMC will assign certain of the Mortgage Loans and the Servicing Agreement to U.S. Bank
National Association, as trustee for the holders of Bear Stearns Alt-A Trust, Mortgage Pass-Through Certificates, Series 2006-3 (the
"Trustee"), on April 28, 2006 pursuant to that certain Assignment, Assumption and Recognition Agreement, dated as of April 28, 2006
(the "AAR Agreement") among EMC, the Trustee and the Company. The Company hereby acknowledges and consents to the assignment by EMC
to the Trustee of all of EMC's rights against the Company pursuant to this Recognition Agreement and to the enforcement or exercise
of any right or remedy against the Company pursuant to this Recognition Agreement by the Trustee. Such enforcement of a right or
remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by EMC directly.
Notwithstanding anything in this Recognition Agreement to the contrary, the Company acknowledges and agrees that its obligation to
service the Mortgage Loans affected by this Recognition Agreement is not conditional upon EMC's subsequent assignment of the Mortgage
Loans to the Trustee.
Representations, Warranties and Covenants
EMC warrants and represents to the Company as of the date hereof:
EMC is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its
formation and has full power and authority to execute, deliver and perform its obligations under this
Recognition Agreement, and to consummate the transactions set forth herein. The consummation of the
transactions contemplated by this Recognition Agreement is in the ordinary course of EMC's business and
will not conflict with, or result in a breach of, any of the terms, conditions or provisions of EMC's
charter or by-laws or any legal restriction, or any material agreement or instrument to which EMC is now a
party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or
decree to which EMC or its property is subject. The execution, delivery and performance by EMC of this
Recognition Agreement and the consummation by it of the transactions contemplated hereby, have been duly
authorized by all necessary action on the part of EMC. This Recognition Agreement has been duly executed
and delivered by EMC and, upon the due authorization, execution and delivery by the Company, will
constitute the valid and legally binding obligation of EMC enforceable against EMC in accordance with its
terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or
other similar laws now or hereafter in effect relating to creditors' rights generally, and by general
principles of equity regardless of whether enforceability is considered in a proceeding in equity or at
law; and
No material consent, approval, order or authorization of, or declaration, filing or registration with, any
governmental entity is required to be obtained or made by EMC in connection with the execution, delivery or
performance by EMC of this Recognition Agreement, or the consummation by it of the transactions
contemplated hereby.
The Company warrants and represents to, and covenants with, EMC as of the date hereof:
Attached hereto as Attachment 2 is a true and accurate copy of the Servicing Agreement;
2
The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization, and has all requisite power and authority to service the Mortgage Loans and otherwise to
perform its obligations under the Servicing Agreement and this Recognition Agreement;
The Company has full corporate power and authority to execute, deliver and perform its obligations under this
Recognition Agreement, and to consummate the transactions set forth herein. The consummation of the
transactions contemplated by this Recognition Agreement is in the ordinary course of the Company's business
and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the
Company's articles of association or by-laws or any legal restriction, or any material agreement or
instrument to which the Company is now a party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which the Company or its property is subject. The
execution, delivery and performance by the Company of this Recognition Agreement and the consummation by it
of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the
part of the Company. This Recognition Agreement has been duly executed and delivered by the Company, and,
upon the due authorization, execution and delivery by EMC, will constitute the valid and legally binding
obligation of the Company, enforceable against the Company in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights generally, and by general principles of equity
regardless of whether enforceability is considered in a proceeding in equity or at law; and
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by the Company in connection with the execution, delivery or
performance by the Company of this Recognition Agreement, or the consummation by it of the transactions
contemplated hereby.
The Company and Assignor hereby amend the Servicing Agreement, solely to the extent it relates to the Mortgage Loans, as
follows:
The following definitions are added to Section 1 of the Servicing Agreement:
Assignee: U.S. Bank National Association, as trustee for the holders of Bear Stearns ALT-A Trust
2006-3, Mortgage Pass-Through Certificates, Series 2006-3.
REMIC: A "real estate mortgage investment conduit" as defined in Section 860D of the Code.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which appear at
Sections 860A through 860G of the Code, and related provisions and regulations promulgated thereunder, as the
foregoing may be in effect from time to time.
3
Eligible Account: Any of (i) an account or accounts maintained with a federal or state chartered
depository institution or trust company, the long-term unsecured debt obligations and short-term unsecured debt
obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of
a holding company, the debt obligations of such holding company, so long as Moody's is not a Rating Agency) are rated
by each Rating Agency in one of its two highest long-term and its highest short-term rating categories respectively,
at the time any amounts are held on deposit therein, or (ii) an account or accounts in a depository institution or
trust company in which such accounts are insured by the FDIC (to the limits established by the FDIC) and the uninsured
deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the
Trustee and to each Rating Agency, the Certificateholders have a claim with respect to the funds in such account or a
perfected first priority security interest against any collateral (which shall be limited to Permitted Investments)
securing such funds that is superior to claims of any other depositors or creditors of the depository institution or
trust company in which such account is maintained, or (iii) a trust account or accounts maintained with the corporate
trust department of a federal or state chartered depository institution or trust company having capital and surplus of
not less than $50,000,000, acting in its fiduciary capacity or (iv) any other account acceptable to the Rating
Agencies. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts
maintained with the Trustee.
Master Servicer: Wells Fargo Bank, National Association, or its successors in interest who meet the
qualifications of the Pooling and Servicing Agreement and this Agreement.
Pooling and Servicing Agreement: That certain pooling and servicing agreement, dated as of April 1,2006, among Structured Asset Mortgage Investments II Inc., the Trustee, the Master Servicer and the Purchaser.
Prepayment Penalty: With respect to any Mortgage Loan, the charges or premiums, if any, due in connection with a
full or partial prepayment of such Mortgage Loan in accordance with the terms thereof.
Trustee: U.S. Bank National Association, or its successor in interest, or any successor trustee
appointed as provided in the Pooling and Servicing Agreement.
The definition of Business Day in Section 1 of the Servicing Agreement is deleted in its entirety and replaced with
the following definition:
4
Business Day: Any day other than a Saturday or Sunday, or a day on which banking and savings and
loan institutions in the States of New York, California, Virginia, Maryland or Minnesota are authorized or obligated
by law or executive order to be closed.
The following is added as Subsection 7.01(fff) of the Servicing Agreement:
(fff) With respect to each Mortgage Loan, information regarding the borrower credit files related
to such Mortgage Loan has been furnished to credit reporting agencies in compliance with the Fair Credit Reporting Act
and the applicable implementing regulations.
The following are added as the last three paragraphs of Subsection 11.01 of the Servicing Agreement:
"Notwithstanding anything in this Agreement to the contrary, the Servicer (a) shall not permit any
modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless
the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer,
reasonably foreseeable) make or permit any modification, waiver or amendment of any term of any Mortgage Loan that
would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury
regulations promulgated thereunder) and (ii) cause any REMIC to fail to qualify as a REMIC under the Code or the
imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC
Provisions.
Prior to taking any action with respect to the Mortgage Loans which is not contemplated under the
terms of this Agreement, the Servicer will obtain an Opinion of Counsel acceptable to the Trustee with respect to
whether such action could result in the imposition of a tax upon any REMIC (including but not limited to the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event"), and the Servicer shall not take any
such action or cause the Trust Fund to take any such action as to which it has been advised that an Adverse REMIC
Event could occur.
The Servicer shall not permit the creation of any "interests" (within the meaning of Section 860G of
the Code) in any REMIC. The Servicer shall not enter into any arrangement by which a REMIC will receive a fee or other
compensation for services nor permit a REMIC to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code."
The following is added as the last sentence of the first paragraph of Subsection 11.01 of the Servicing Agreement:
"In addition, the Servicer shall furnish information regarding the borrower credit files related to
each Mortgage Loan to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and
the applicable implementing regulations, on a monthly basis."
5
The following is added to the end of the first paragraph of Subsection 11.04 of the Servicing Agreement:
"Each Custodial Account shall be an Eligible Account."
The following is added to the end of the first paragraph of Subsection 11.06 of the Servicing Agreement:
"Each Escrow Account shall be an Eligible Account."
The following is added as paragraph (d) of Subsection 11.13 of the Servicing Agreement:
"Any REO Property shall be disposed of by the Servicer before the close of the third taxable year
following the taxable year in which the Mortgage Loan became an REO Property, unless the Servicer is otherwise
directed by the Assignee."
The word "or" at the end of paragraph (f) of Subsection 13.01 is deleted and the word "or" is added
following the semi-colon contained at the end of paragraph (g) of Subsection 13.01.
The following is added as the second paragraph of Subsection 11.14 of the Servicing Agreement:
"The Servicer shall not waive (or permit a subservicer to waive) any Prepayment Penalty unless: (i) the
enforceability thereof shall have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws
relating to creditors' rights generally, (ii) the enforcement thereof is illegal, or any local, state or federal agency has
threatened legal action if the prepayment penalty is enforced, (iii) the mortgage debt has been accelerated in connection
with a foreclosure or other involuntary payment or (iv) such waiver is standard and customary in servicing similar Mortgage
Loans and relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Servicer,
maximize recovery of total proceeds taking into account the value of such Prepayment Penalty and the related Mortgage Loan.
In no event will the Servicer waive a Prepayment Penalty in connection with a refinancing of a Mortgage Loan that is not
related to a default or a reasonably foreseeable default. If a Prepayment Penalty is waived, but does not meet the
standards described above, then the Servicer is required to pay the amount of such waived Prepayment Penalty by depositing
such amount into the Custodial Account by the immediately succeeding Remittance Date."
The following is added as paragraph (h) of Subsection 13.01 of the Servicing Agreement:
"(h) failure by the Servicer to duly perform within the required time period, its obligations
under Subsections 11.20, 11.21 and Section 2.05 of the Reg AB Addendum, which failure continues unremedied for a
period of fifteen (15) days after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Servicer by any party to this Agreement or by any Master Servicer responsible for master
servicing the Mortgage Loans pursuant to a securitization of such Mortgage Loans;"
6
The following is added as Section 32 of the Servicing Agreement:
SECTION 32. Third Party Beneficiary.
For purposes of this Agreement, any Master Servicer shall be considered a third party beneficiary to
this Agreement entitled to all the rights and benefits accruing to any Master Servicer herein as if it were a direct
party to this Agreement.
Miscellaneous
Notwithstanding anything to the contrary contained herein or in the Servicing Agreement, the Company acknowledges that the
Mortgage Loans may be part of a REMIC and hereby agrees that in no event will it service the Mortgage Loans in a manner that would
(i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited
to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code). It is the intention of EMC and the Company that this Recognition Agreement shall be binding upon
and for the benefit of the respective successors and assigns of the parties hereto.
All demands, notices and communications related to the Mortgage Loans and this Recognition Agreement shall be in writing and
shall be deemed to have been duly given if personally delivered or mailed by registered mail, postage prepaid, as follows:
In the case of the Company,
Bank of America, National Association
201 North Tryon Street
Charlotte, North Carolina28255
Attention: Secondary Marketing Manager
7
In the case of EMC,
EMC Mortgage Corporation
MacArthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ralene Ruyle
Telecopy: (972) 444-2810
Each party will pay any commissions it has incurred and the reasonable fees of its attorneys in connection with the
negotiations for, documenting of and closing of the transactions contemplated by this Recognition Agreement.
This Recognition Agreement shall be construed in accordance with the laws of the State of New York, without regard to
conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
No term or provision of this Recognition Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.
This Recognition Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into
which the Company or EMC may be merged or consolidated shall, without the requirement for any further writing, be deemed the Company
or EMC, respectively, hereunder.
This Recognition Agreement shall survive the conveyances of the Mortgage Loans and the assignment of the Servicing Agreement
and this Recognition Agreement and the Mortgage Loans by EMC to the Trustee as contemplated in this Recognition Agreement and the AAR
Agreement.
This Recognition Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to
be an original and all such counterparts shall constitute one and the same instrument.
In the event that any provision of this Recognition Agreement conflicts with any provision of the Servicing Agreement with
respect to the Mortgage Loans, the terms of this Recognition Agreement shall control.
8
IN WITNESS WHEREOF, the parties hereto have executed this Recognition Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
By:_________________________________________
Name:_______________________________________
Title:______________________________________
BANK OF AMERICA, NATIONAL ASSOCIATION
By:_________________________________________
Name:_______________________________________
Title:______________________________________
EXHIBIT I-2
RECOGNITION AGREEMENT
This is a Recognition Agreement (this "Recognition Agreement") made as of April 1, 2006, between EMC Mortgage Corporation
(the "EMC") and Chase Home Finance LLC (the "Company").
WHEREAS, the mortgage loans identified on Attachment 1 hereto (the "Mortgage Loans") were acquired by EMC through the
exercise of an optional redemption right held by EMC in connection with the Structured Asset Mortgage Investments Trust 2000-1,
Mortgage Pass-Through Certificates, Series 2000-1; and
WHEREAS, the Company agreed to service the Mortgage Loans in accordance with the terms and conditions of that certain
Purchase, Warranties and Servicing Agreement dated as of September 1, 1999, between the Company and EMC, as amended by Amendment No.
1 dated as of April 28, 2006 (as amended, the "Servicing Agreement").
In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Mortgage Loans shall be subject to the
terms of this Recognition Agreement. Any capitalized term used and not otherwise defined herein shall have the meaning assigned to
such term in the Servicing Agreement.
Recognition of EMC
1. From and after the date hereof, the Company shall recognize EMC as owner of the Mortgage Loans and will service the Mortgage
Loans for EMC pursuant to the terms of the Servicing Agreement (as modified herein) as if EMC and the Company had entered into a
separate servicing agreement for the servicing of the Mortgage Loans in the form of the Servicing Agreement (as modified herein), the
terms of which are incorporated herein by reference.
Assignment of Mortgage Loans and Recognition Agreement to Trustee
2. The Company hereby acknowledges that EMC will assign certain of the Mortgage Loans and the Servicing Agreement to JPMorgan
Chase Bank, National Association, as trustee for the holders of Bear Stearns Alt-A Trust, Mortgage Pass-Through Certificates, Series
2006-3 (the "Trustee"), on April 28, 2006 pursuant to that certain Assignment, Assumption and Recognition Agreement, dated as of
April 28, 2006 (the "AAR Agreement") among EMC, the Trustee and the Company. Company hereby acknowledges and consents to the
assignment by EMC to the Trustee of all of EMC's rights against Company pursuant to this Recognition Agreement and to the enforcement
or exercise of any right or remedy against Company pursuant to this Recognition Agreement by the Trustee, to the extent such rights
and remedies pertain to such Mortgage Loans. Such enforcement of a right or remedy by the Trustee shall have the same force and
effect as if the right or remedy had been enforced or exercised by EMC directly. Notwithstanding anything in this Recognition
Agreement to the contrary, Company acknowledges and agrees that its obligation to service the Mortgage Loans affected by this
Recognition Agreement is not conditional upon EMC's subsequent assignment of the Mortgage Loans to the Trustee.
12
Representations, Warranties and Covenants
3. EMC warrants and represents to Company as of the date hereof:
b. EMC is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its
formation and has full power and authority to execute, deliver and perform its obligations under this
Recognition Agreement, and to consummate the transactions set forth herein. The consummation of the
transactions contemplated by this Recognition Agreement is in the ordinary course of EMC's business and
will not conflict with, or result in a breach of, any of the terms, conditions or provisions of EMC's
charter or by-laws or any legal restriction, or any material agreement or instrument to which EMC is now a
party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or
decree to which EMC or its property is subject. The execution, delivery and performance by EMC of this
Recognition Agreement and the consummation by it of the transactions contemplated hereby, have been duly
authorized by all necessary action on the part of EMC. This Recognition Agreement has been duly executed
and delivered by EMC and, upon the due authorization, execution and delivery by Company, will constitute
the valid and legally binding obligation of EMC enforceable against EMC in accordance with its terms except
as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law; and
c. No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by EMC in connection with the execution, delivery or performance
by EMC of this Recognition Agreement, or the consummation by it of the transactions contemplated hereby.
4. Company warrants and represents to, and covenants with, EMC as of the date hereof:
• Attached hereto as Attachment 2 is a true and accurate copy of the Servicing Agreement;
• Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to service the Mortgage Loans and otherwise to perform its
obligations under the Servicing Agreement and this Recognition Agreement;
13
• Company has full corporate power and authority to execute, deliver and perform its obligations under this Recognition
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions
contemplated by this Recognition Agreement is in the ordinary course of Company's business and will not
conflict with, or result in a breach of, any of the terms, conditions or provisions of Company's articles
of incorporation or any legal restriction, or any material agreement or instrument to which Company is now
a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment
or decree to which Company or its property is subject. The execution, delivery and performance by Company
of this Recognition Agreement and the consummation by it of the transactions contemplated hereby, have been
duly authorized by all necessary corporate action on the part of Company. This Recognition Agreement has
been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by
EMC, will constitute the valid and legally binding obligation of Company, enforceable against Company in
accordance with its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights
generally, and by general principles of equity regardless of whether enforceability is considered in a
proceeding in equity or at law; and
• No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Company in connection with the execution, delivery or performance by
Company of this Recognition Agreement, or the consummation by it of the transactions contemplated hereby.
Miscellaneous
5. Notwithstanding anything to the contrary contained herein or in the Servicing Agreement, Company acknowledges that the
Mortgage Loans may be part of a REMIC or multiple REMICs and hereby agrees that in no event will it service the Mortgage Loans in a
manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any such intended
REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of EMC and Company that this Recognition
Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto.
14
6. All demands, notices and communications related to the Mortgage Loans and this Recognition Agreement shall be in writing and
shall be deemed to have been duly given if personally delivered or mailed by registered mail, postage prepaid, as follows:
a. In the case of Company,
Chase Home Finance LLC
[____________]
[____________]
Attention: [____________]
Telecopier No.: [____________]
b. In the case of EMC,
EMC Mortgage Corporation
MacArthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ralene Ruyle
Telecopy: (972) 444-2810
7. Each party will pay any commissions it has incurred and the reasonable fees of its attorneys in connection with the
negotiations for, documenting of and closing of the transactions contemplated by this Recognition Agreement.
8. This Recognition Agreement shall be construed in accordance with the laws of the State of New York, without regard to
conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
9. No term or provision of this Recognition Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.
10. This Recognition Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into
which Company or EMC may be merged or consolidated shall, without the requirement for any further writing, be deemed Company or EMC,
respectively, hereunder.
11. This Recognition Agreement shall survive the conveyances of the Mortgage Loans and the assignment of the Servicing Agreement
and this Recognition Agreement and the Mortgage Loans by EMC to the Trustee as contemplated in this Recognition Agreement and the AAR
Agreement.
12. This Recognition Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to
be an original and all such counterparts shall constitute one and the same instrument.
15
13. In the event that any provision of this Recognition Agreement conflicts with any provision of the Servicing Agreement with
respect to the Mortgage Loans, the terms of this Recognition Agreement shall control.
16
IN WITNESS WHEREOF, the parties hereto have executed this Recognition Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
By:____________________________________
Name:__________________________________
Title:_________________________________
CHASE HOME FINANCE LLC
By:____________________________________
Name:__________________________________
Title:_________________________________
17
19
ATTACHMENT 1
MORTGAGE LOANS
(Available upon request)
18
EXHIBIT I-3
RECOGNITION AGREEMENT
This is a Recognition Agreement (this "Recognition Agreement") made as of April 1, 2006, between EMC Mortgage Corporation
("EMC") and Chevy Chase Bank, F.S.B. (the "Company").
WHEREAS, the Company sold the mortgage loans identified on Attachment 1 hereto (the "Mortgage Loans"), on a servicing
retained basis, to EMC pursuant to that certain Purchase, Warranties and Servicing Agreement, dated as of July 1, 2001, as amended by
Amendment No. 1, dated as of January 13, 2003, and Amendment No. 2, dated as of January 31, 2006 (as amended, the "PWS Agreement")
among the Company and EMC;
WHEREAS, EMC transferred the Mortgage Loans to the Bear Stearns ARM Trust, Mortgage Pass-Through Certificates, Series
2002-11 in connection with a securitization (the "Underlying Transaction"); and
WHEREAS, EMC reacquired the 2002-11 Mortgage Loans through the exercise of an optional redemption right held by EMC in
connection with the Underlying Transaction.
In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Mortgage Loans shall be subject to the
terms of this Recognition Agreement. Any capitalized term used and not otherwise defined herein shall have the meaning assigned to
such term in the PWS Agreement.
Recognition of EMC
1. From and after the date hereof, the Company shall recognize EMC as owner of the Mortgage Loans and will service the
Mortgage Loans for EMC pursuant to the terms of the PWS Agreement (as modified herein) as if EMC and the Company had entered into a
separate servicing agreement for the servicing of the Mortgage Loans in the form of the PWS Agreement (as modified herein), the terms
of which are incorporated herein by reference.
Assignment of Mortgage Loans and Recognition Agreement to Trustee
2. The Company hereby acknowledges that EMC will assign certain of the Mortgage Loans and the PWS Agreement to U.S.
Bank National Association as trustee for the holders of Bear Stearns Alt-A Trust, Mortgage Pass-Through Certificates, Series 2006-3
(the "Trustee"), on April 28, 2006 pursuant to that certain Assignment, Assumption and Recognition Agreement, dated as of April 28,2006 (the "AAR Agreement") among EMC, the Trustee and the Company. The Company hereby acknowledges and consents to the assignment by
EMC to the Trustee of all of EMC's rights against the Company pursuant to this Recognition Agreement and to the enforcement or
exercise of any right or remedy against the Company pursuant to this Recognition Agreement by the Trustee, to the extent such rights
and remedies pertain to such Mortgage Loans. Such enforcement of a right or remedy by the Trustee shall have the same force and
effect as if the right or remedy had been enforced or exercised by EMC directly. Notwithstanding anything in this Recognition
Agreement to the contrary, the Company acknowledges and agrees that its obligation to service the Mortgage Loans affected by this
Recognition Agreement is not conditional upon EMC's subsequent assignment of the Mortgage Loans to the Trustee.
20
Representations, Warranties and Covenants
3. EMC warrants and represents to the Company as of the date hereof:
EMC is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its
formation and has full power and authority to execute, deliver and perform its obligations under this
Recognition Agreement, and to consummate the transactions set forth herein. The consummation of the
transactions contemplated by this Recognition Agreement is in the ordinary course of EMC's business and
will not conflict with, or result in a breach of, any of the terms, conditions or provisions of EMC's
charter or by-laws or any legal restriction, or any material agreement or instrument to which EMC is now a
party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or
decree to which EMC or its property is subject. The execution, delivery and performance by EMC of this
Recognition Agreement and the consummation by it of the transactions contemplated hereby, have been duly
authorized by all necessary action on the part of EMC. This Recognition Agreement has been duly executed
and delivered by EMC and, upon the due authorization, execution and delivery by the Company, will
constitute the valid and legally binding obligation of EMC enforceable against EMC in accordance with its
terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or
other similar laws now or hereafter in effect relating to creditors' rights generally, and by general
principles of equity regardless of whether enforceability is considered in a proceeding in equity or at
law; and
No material consent, approval, order or authorization of, or declaration, filing or registration with, any
governmental entity is required to be obtained or made by EMC in connection with the execution, delivery or
performance by EMC of this Recognition Agreement, or the consummation by it of the transactions
contemplated hereby.
4. The Company warrants and represents to, and covenants with, EMC as of the date hereof:
21
a. Attached hereto as Attachment 2 is a true and accurate copy of the PWS Agreement;
b. The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of
its organization, and has all requisite power and authority to service the Mortgage Loans and otherwise to
perform its obligations under the PWS Agreement and this Recognition Agreement;
The Company has full corporate power and authority to execute, deliver and perform its obligations under this
Recognition Agreement, and to consummate the transactions set forth herein. The consummation of the
transactions contemplated by this Recognition Agreement is in the ordinary course of the Company's business
and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the
Company's articles of association or by-laws or any legal restriction, or any material agreement or
instrument to which the Company is now a party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which the Company or its property is subject. The
execution, delivery and performance by the Company of this Recognition Agreement and the consummation by it
of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the
part of the Company. This Recognition Agreement has been duly executed and delivered by the Company, and,
upon the due authorization, execution and delivery by EMC, will constitute the valid and legally binding
obligation of the Company, enforceable against the Company in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights generally, and by general principles of equity
regardless of whether enforceability is considered in a proceeding in equity or at law; and
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by the Company in connection with the execution, delivery or
performance by the Company of this Recognition Agreement, or the consummation by it of the transactions
contemplated hereby.
Modification of the PWS Agreement
5. EMC and the Company hereby amend the PWS Agreement as follows:
(a) The following definitions shall be added to Article I of the PWS Agreement:
22
Assignee: U.S. Bank National Association, as trustee for the holders of Bear Stearns ALT-A Trust, Mortgage
Pass-Through Certificates, Series 2006-3.
Master Servicer: Wells Fargo Bank, National Association or any successor thereto.
REMIC: A "real estate mortgage investment conduit" as defined in Section 860D of the Code.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which appear at Sections
860A through 860G of the Code, and related provisions and regulations promulgated thereunder, as the foregoing may
be in effect from time to time.
SAMI II: Structured Asset Mortgage Investments II Inc.
Securities Administrator: Wells Fargo Bank, National Association.
Trustee: U.S. Bank National Association.
(b) The definition of "Business Day" is deleted in its entirety and replaced with the following:
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the States of New
York, Maryland or Minnesota, or (iii) a day on which banks in the States of New York, Maryland or Minnesota are
authorized or obligated by law or executive order to be closed.
(c) The first sentence of Subsection (c) of the definition of "Eligible Account" is deleted in its entirety and replaced
with the following:
"(c) in a separate non-trust account (which is not fully insured by FDIC or other insurance) in an Eligible
Institution."
(d) The following is added to the last sentence of the definition of "Eligible Institution":
"; provided that Chevy Chase Bank, F.S.B. shall cease to be an Eligible Institution in the event that
either its short-term or long-term debt rating is reduced below the rating in effect on April 1, 2006."
(e) The following are added as the last three paragraphs of Section 4.01 of the PWS Agreement:
23
"Notwithstanding anything to the contrary contained herein, the Company shall not permit any modification
with respect to any Mortgage Loan without permission of the Master Servicer.
Notwithstanding anything to the contrary contained herein, any REO Property shall be disposed of by the
Company before the close of the third taxable year following the taxable year in which the related Mortgage Loan
became an REO Property, unless the Company is otherwise directed by the Master Servicer.
The Company shall comply with any written instructions, to the extent the Company is able to reasonably
comply, received from the Master Servicer or the Assignor pertaining to the servicing of the Mortgage Loans and the
acquisition, holding or disposition of any REO Property to ensure the continued qualification of each REMIC as a
REMIC in accordance with the REMIC Provisions."
Miscellaneous
6. Notwithstanding anything to the contrary contained herein or in the PWS Agreement, the Company acknowledges that the
Mortgage Loans may be part of a REMIC or multiple REMICs and hereby agrees that in no event will it service the Mortgage Loans in a
manner that would (i) cause any such intended REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any
such intended REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and
the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of EMC and the Company that this
Recognition Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto.
7. All demands, notices and communications related to the Mortgage Loans and this Recognition Agreement shall be in
writing and shall be deemed to have been duly given if personally delivered or mailed by registered mail, postage prepaid, as follows:
In the case of the Company,
Chevy Chase Bank, F.S.B.
7501 Wisconsin Avenue, 6th Floor
Bethesda, Maryland20814
Attention: Amy Westland
With a copy to:
Sandra S. Barker, Esq.
Chief Mortgage Counsel
7501 Wisconsin Avenue, 13th Floor
Bethesda, Maryland20814
b. In the case of EMC,
EMC Mortgage Corporation
MacArthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ralene Ruyle
Telecopy: (972) 444-2810
24
8. Each party will pay any commissions it has incurred and the reasonable fees of its attorneys in connection with the
negotiations for, documenting of and closing of the transactions contemplated by this Recognition Agreement.
9. This Recognition Agreement shall be construed in accordance with the laws of the State of New York, without regard
to conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance
with such laws.
10. No term or provision of this Recognition Agreement may be waived or modified unless such waiver or modification is
in writing and signed by the party against whom such waiver or modification is sought to be enforced.
11. This Recognition Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any
entity into which the Company or EMC may be merged or consolidated shall, without the requirement for any further writing, be deemed
the Company or EMC, respectively, hereunder.
12. This Recognition Agreement shall survive the conveyances of the Mortgage Loans and the assignment of the PWS
Agreement and this Recognition Agreement and the Mortgage Loans by EMC to the Trustee as contemplated in this Recognition Agreement
and the AAR Agreement.
13. This Recognition Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be
deemed to be an original and all such counterparts shall constitute one and the same instrument.
14. In the event that any provision of this Recognition Agreement conflicts with any provision of the PWS Agreement with
respect to the Mortgage Loans, the terms of this Recognition Agreement shall control.
25
IN WITNESS WHEREOF, the parties hereto have executed this Recognition Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
By:_________________________________
Name:_______________________________
Title:_______________________________
CHEVY CHASE BANK, F.S.B.
By:_________________________________
Name:_______________________________
Title:_______________________________
34
EXHIBIT I-4
RECOGNITION AGREEMENT
This is a Recognition Agreement (this "Recognition Agreement") made as of April 1, 2006, between EMC Mortgage Corporation
(the "EMC") and Countrywide Home Loans Servicing LP (the "Company").
WHEREAS, EMC acquired the mortgage loans identified on Attachment 1 hereto (the "Mortgage Loans") through the exercise of an
optional redemption right held by EMC in connection with the Structured Asset Mortgage Investments Trust 2000-1, Pass-Through
Certificates, Series 2000-1;
WHEREAS, the Company is currently servicing the Mortgage Loans in accordance with the terms and conditions of the Seller's
Warranties and Servicing Agreement, dated as of September 1, 2002, as amended on January 1, 2003 and further amended on September 1,2004, and as amended by Amendment Reg AB dated January 1, 2006 (as amended, the "Servicing Agreement") between the Company and EMC.
In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Mortgage Loans shall be subject to the
terms of this Recognition Agreement. Any capitalized term used and not otherwise defined herein shall have the meaning assigned to
such term in the Servicing Agreement.
Recognition of EMC
From and after the date hereof, Company shall recognize EMC as owner of the Mortgage Loans and will service the Mortgage
Loans for EMC pursuant to the terms of the Servicing Agreement (as modified herein), the terms of which are incorporated herein by
reference.
Assignment of Mortgage Loans and Recognition Agreement to Trustee
The Company hereby acknowledges that EMC will assign the Mortgage Loans, the Recognition Agreement and the Servicing
Agreement to U.S. Bank National Association, as trustee for the holders of Bear Stearns Alt-A Trust, Mortgage Pass-Through
Certificates, Series 2006-3 (the "Trustee"), on April 28, 2006 pursuant to that certain Assignment, Assumption and Recognition
Agreement, to be dated as of April 28, 2006 (the "AAR Agreement") among EMC, the Trustee and the Company. Company hereby acknowledges
and consents to the assignment by EMC to the Trustee of all of EMC's rights under this Recognition Agreement and to the enforcement
or exercise of any right or remedy against Company pursuant to this Recognition Agreement by the Trustee. Such enforcement of a right
or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by EMC
directly. Notwithstanding anything in this Recognition Agreement to the contrary, Company acknowledges and agrees that its obligation
to service the Mortgage Loans effected by this Recognition Agreement is not conditional upon EMC's subsequent assignment of the
Mortgage Loans to the Trustee.
Representations, Warranties and Covenants
EMC warrants and represents to Company as of the date hereof:
EMC is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its
formation and has full power and authority to execute, deliver and perform its obligations under this
Recognition Agreement, and to consummate the transactions set forth herein. The consummation of the
transactions contemplated by this Recognition Agreement is in the ordinary course of EMC's business and will
not conflict with, or result in a breach of, any of the terms, conditions or provisions of EMC's charter or
by-laws or any legal restriction, or any material agreement or instrument to which EMC is now a party or by
which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to
which EMC or its property is subject. The execution, delivery and performance by EMC of this Recognition
Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by
all necessary action on the part of EMC. This Recognition Agreement has been duly executed and delivered by
EMC and, upon the due authorization, execution and delivery by Company, will constitute the valid and
legally binding obligation of EMC enforceable against EMC in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights generally, and by general principles of equity
regardless of whether enforceability is considered in a proceeding in equity or at law; and
No material consent, approval, order or authorization of, or declaration, filing or registration with, any
governmental entity is required to be obtained or made by EMC in connection with the execution, delivery or
performance by EMC of this Recognition Agreement, or the consummation by it of the transactions contemplated
hereby.
Company warrants and represents to, and covenants with, EMC as of the date hereof:
Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization, and has all requisite power and authority to service the Mortgage Loans and otherwise to
perform its obligations under this Recognition Agreement which incorporates by reference the Servicing
Agreement (as modified herein);
Company has full power and authority to execute, deliver and perform its obligations under this Recognition
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions
contemplated by this Recognition Agreement is in the ordinary course of Company's business and will not
conflict with, or result in a breach of, any of the terms, conditions or provisions of Company's
organizational documents or any legal restriction, or any material agreement or instrument to which Company
is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which Company or its property is subject. The execution, delivery and performance by
Company of this Recognition Agreement and the consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary action on the part of Company. This Recognition Agreement has
been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by EMC,
will constitute the valid and legally binding obligation of Company, enforceable against Company in
accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency,
moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by
general principles of equity regardless of whether enforceability is considered in a proceeding in equity or
at law; and
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by Company in connection with the execution, delivery or
performance by Company of this Recognition Agreement, or the consummation by it of the transactions
contemplated hereby or if required, such consent, approval, authorization or order has been obtained prior
to the date hereof.
Modification of the Servicing Agreement
The Company and EMC hereby modify amend Amendment Reg AB as follows:
The following shall be added as Section 2(g)(vi) of Amendment Reg AB:
The Master Servicer shall be considered a third party beneficiary of Sections 2(d), 2(e) and 2(g)
of this Agreement (with regard to Section 2(g), solely with respect to noncompliance under Sections 2(d) and 2(e) of
this Agreement), entitled to all of the rights and benefits accruing to any Master Servicer herein as if it were a
direct party to this Agreement.
Miscellaneous
Company acknowledges that the Mortgage Loans may be part of a REMIC and hereby agrees that in the event that Company is
notified in writing by EMC that such Mortgage Loans are part of a REMIC, Company will service such Mortgage Loans in accordance with
the Servicing Agreement (as modified herein) and shall negotiate in good faith any reasonable amendments thereto to insure that such
Mortgage Loans are serviced in a manner that would not (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the
imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2)
of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of EMC and
Company that this Recognition Agreement shall be binding upon and for the benefit of the respective successors and assigns of the
parties hereto.
All demands, notices and communications related to the Mortgage Loans and this Recognition Agreement shall be in writing
and shall be deemed to have been duly given if personally delivered or mailed by registered mail, postage prepaid, as follows:
In the case of Company,
Countrywide Home Loans Servicing LP
4500 Park Granada
Calabasas, California91302
Attention: Darren Bigby
With a copy to: General Counsel
c. In the case of EMC,
EMC Mortgage Corporation
MacArthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ralene Ruyle
Telecopy: (972) 444-2810
All notices and updates required to be provided to the Assignor regarding Regulation AB pursuant to the Servicing
Agreement should be sent to the Assignor by email to regABnotifications@bear.com, and additionally:
(A) for Item 1117 (Legal Proceedings) to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
with copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
(B) For Item 1119 (Affiliations and Certain Relationships and Related Transactions) to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
with a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Each party will pay any commissions it has incurred and the reasonable fees of its attorneys in connection with the
negotiations for, documenting of and closing of the transactions contemplated by this Recognition Agreement.
This Recognition Agreement shall be construed in accordance with the laws of the State of New York, without regard to
conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
No term or provision of this Recognition Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.
This Recognition Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into
which Company or EMC may be merged or consolidated shall, without the requirement for any further writing, be deemed Company or EMC,
respectively, hereunder.
This Recognition Agreement shall survive the conveyances of the Mortgage Loans and the assignment of the Servicing
Agreement (as modified herein) and this Recognition Agreement and the Mortgage Loans by EMC to the Trustee as contemplated in this
Recognition Agreement and the AAR Agreement.
This Recognition Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed
to be an original and all such counterparts shall constitute one and the same instrument.
In the event that any provision of this Recognition Agreement conflicts with any provision of the Servicing Agreement with
respect to the Mortgage Loans, the terms of this Recognition Agreement shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Recognition Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
By:______________________________________________
Name:____________________________________________
Title:___________________________________________
COUNTRYWIDE HOME LOANS SERVICING LP
By: Countrywide GP, Inc., its general partner
By:______________________________________________
Name:____________________________________________
Title:___________________________________________
EXHIBIT I-5
RECOGNITION AGREEMENT
This is a Recognition Agreement (this "Recognition Agreement") made as of April 1, 2006, between EMC Mortgage Corporation
("EMC") and EverHome Mortgage Company (f/k/a Alliance Mortgage Company) (the "Company").
WHEREAS, the mortgage loans identified on Attachment 1 hereto (the "2000-1 Mortgage Loans") were acquired by EMC through the
exercise of an optional redemption right held by EMC in connection with the Structured Asset Mortgage Investments Trust 2000-1,
Mortgage Pass-Through Certificates, Series 2000-1;
WHEREAS, the mortgage loans identified on Attachment 2 hereto (the "2003-1 Mortgage Loans" and, together with the 2000-1
Mortgage Loans, the "Mortgage Loans") were acquired by EMC through the exercise of an optional redemption right held by EMC in
connection with the Bear Stearns ALT-A Trust 2003-1, Mortgage Pass-Through Certificates, Series 2003-1; and
WHEREAS, the Company agreed to service the Mortgage Loans in accordance with the terms and conditions of the Subservicing
Agreement, dated as of August 1, 2002, as amended by Amendment No. 1, dated as of January 31, 2006, between the Assignor and Company
(as amended, the "Subservicing Agreement").
In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Mortgage Loans shall be subject to the
terms of this Recognition Agreement. Any capitalized term used and not otherwise defined herein shall have the meaning assigned to
such term in the Subservicing Agreement.
Recognition of EMC
14. From and after the date hereof, the Company shall recognize EMC as owner of the Mortgage Loans and will service the Mortgage
Loans for EMC pursuant to the terms of the Subservicing Agreement (as modified herein) as if EMC and the Company had entered into a
separate servicing agreement for the servicing of the Mortgage Loans in the form of the Subservicing Agreement (as modified herein),
the terms of which are incorporated herein by reference.
Assignment of Mortgage Loans and Recognition Agreement to Trustee
15. The Company hereby acknowledges that EMC will assign certain of the Mortgage Loans and the Subservicing Agreement to
JPMorgan Chase Bank, National Association, as trustee for the holders of Bear Stearns Alt-A Trust, Mortgage Pass-Through
Certificates, Series 2006-3 (the "Trustee"), on April 28, 2006 pursuant to that certain Assignment, Assumption and Recognition
Agreement, dated as of April 28, 2006 (the "AAR Agreement") among EMC, the Trustee and the Company. Company hereby acknowledges and
consents to the assignment by EMC to the Trustee of all of EMC's rights against Company pursuant to this Recognition Agreement and to
the enforcement or exercise of any right or remedy against Company pursuant to this Recognition Agreement by the Trustee, to the
extent such rights and remedies pertain to such Mortgage Loans. Such enforcement of a right or remedy by the Trustee shall have the
same force and effect as if the right or remedy had been enforced or exercised by EMC directly. Notwithstanding anything in this
Recognition Agreement to the contrary, Company acknowledges and agrees that its obligation to service the Mortgage Loans affected by
this Recognition Agreement is not conditional upon EMC's subsequent assignment of the Mortgage Loans to the Trustee.
Representations, Warranties and Covenants
16. EMC warrants and represents to Company as of the date hereof:
d. EMC is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its
formation and has full power and authority to execute, deliver and perform its obligations under this
Recognition Agreement, and to consummate the transactions set forth herein. The consummation of the
transactions contemplated by this Recognition Agreement is in the ordinary course of EMC's business and
will not conflict with, or result in a breach of, any of the terms, conditions or provisions of EMC's
charter or by-laws or any legal restriction, or any material agreement or instrument to which EMC is now a
party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or
decree to which EMC or its property is subject. The execution, delivery and performance by EMC of this
Recognition Agreement and the consummation by it of the transactions contemplated hereby, have been duly
authorized by all necessary action on the part of EMC. This Recognition Agreement has been duly executed
and delivered by EMC and, upon the due authorization, execution and delivery by Company, will constitute
the valid and legally binding obligation of EMC enforceable against EMC in accordance with its terms except
as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law; and
e. No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by EMC in connection with the execution, delivery or performance
by EMC of this Recognition Agreement, or the consummation by it of the transactions contemplated hereby.
39
17. Company warrants and represents to, and covenants with, EMC as of the date hereof:
• Attached hereto as Attachment 3 is a true and accurate copy of the Subservicing Agreement;
• Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to service the Mortgage Loans and otherwise to perform its
obligations under the Subservicing Agreement and this Recognition Agreement;
• Company has full corporate power and authority to execute, deliver and perform its obligations under this Recognition
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions
contemplated by this Recognition Agreement is in the ordinary course of Company's business and will not
conflict with, or result in a breach of, any of the terms, conditions or provisions of Company's charter or
by-laws or any legal restriction, or any material agreement or instrument to which Company is now a party
or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Company or its property is subject. The execution, delivery and performance by Company of this
Recognition Agreement and the consummation by it of the transactions contemplated hereby, have been duly
authorized by all necessary corporate action on the part of Company. This Recognition Agreement has been
duly executed and delivered by Company, and, upon the due authorization, execution and delivery by EMC,
will constitute the valid and legally binding obligation of Company, enforceable against Company in
accordance with its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights
generally, and by general principles of equity regardless of whether enforceability is considered in a
proceeding in equity or at law; and
• No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Company in connection with the execution, delivery or performance by
Company of this Recognition Agreement, or the consummation by it of the transactions contemplated hereby.
Modification of Subservicing Agreement
40
5. The Company and Assignor hereby amend the Subservicing Agreement as follows:
The following definitions are added to Article I of the Subservicing Agreement:
Assignee: JPMorgan Chase Bank, National Association, not in its individual capacity but solely as trustee for
the holders of Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3.
Master Servicer: Wells Fargo Bank, National Association, or its successors in interest that meet the
qualifications of the Pooling and Servicing Agreement and this Agreement.
Pooling and Servicing Agreement: That certain pooling and servicing agreement, dated as of April 1, 2006,
among Structured Asset Mortgage Investments II Inc., the Trustee, the Master Servicer and EMC Mortgage Corporation.
Servicing Fee Rate: A rate per annum equal to either (i) 0.375% or (ii) 0.400% as set forth on the Mortgage
Loan Schedule (as defined in the Mortgage Loan Purchase Agreement).
Trustee: JPMorgan Chase Bank, National Association, or its successor in interest, or any successor trustee
appointed as provided in the Pooling and Servicing Agreement.
The following shall be added as clause (n) of Article III of the Subservicing Agreement:
"(n) With respect to each Mortgage Loan, information regarding the borrower credit files related to such
Mortgage Loan has been furnished to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting
Act and the applicable implementing regulations."
Miscellaneous
6. Notwithstanding anything to the contrary contained herein or in the Subservicing Agreement Company acknowledges that
the Mortgage Loans may be part of a REMIC or multiple REMICs and hereby agrees that in no event will it service the Mortgage Loans in
a manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any such
intended REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the
tax on contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of EMC and Company that this
Recognition Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto.
41
7. All demands, notices and communications related to the Mortgage Loans and this Recognition Agreement shall be in
writing and shall be deemed to have been duly given if personally delivered or mailed by registered mail, postage prepaid, as follows:
a. In the case of Company,
EverHome Mortgage Company
8100 Nations Way
Jacksonville, Florida
Attention: Carolyn Cragg
Telecopier No.: (904) 281-6206
with a copy to:
EverHome Mortgage Company
8100 Nations Way
Jacksonville, Florida
Attention: Michael C. Koster
Telecopier No.: (904) 281-6145
b. In the case of EMC,
EMC Mortgage Corporation
MacArthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ralene Ruyle
Telecopy: (972) 444-2810
8. Each party will pay any commissions it has incurred and the reasonable fees of its attorneys in connection with the
negotiations for, documenting of and closing of the transactions contemplated by this Recognition Agreement.
9. This Recognition Agreement shall be construed in accordance with the laws of the State of New York, without regard
to conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance
with such laws.
10. No term or provision of this Recognition Agreement may be waived or modified unless such waiver or modification is
in writing and signed by the party against whom such waiver or modification is sought to be enforced.
11. This Recognition Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any
entity into which Company or EMC may be merged or consolidated shall, without the requirement for any further writing, be deemed
Company or EMC, respectively, hereunder.
42
12. This Recognition Agreement shall survive the conveyances of the Mortgage Loans and the assignment of the
Subservicing Agreement and this Recognition Agreement and the Mortgage Loans by EMC to the Trustee as contemplated in this
Recognition Agreement and the AAR Agreement.
13. This Recognition Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be
deemed to be an original and all such counterparts shall constitute one and the same instrument.
14. In the event that any provision of this Recognition Agreement conflicts with any provision of the Subservicing
Agreement with respect to the Mortgage Loans, the terms of this Recognition Agreement shall control.
43
IN WITNESS WHEREOF, the parties hereto have executed this Recognition Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
By:_________________________________
Name:_______________________________
Title:______________________________
EVERHOME MORTGAGE COMPANY
By:_________________________________
Name:_______________________________
Title:______________________________
44
EXHIBIT I-6
RECOGNITION AGREEMENT
This is a Recognition Agreement (this "Recognition Agreement") made as of April 1, 2006, between EMC Mortgage Corporation
(the "EMC") and GMAC Mortgage Corporation (the "Company").
WHEREAS, the mortgage loans identified on Attachment 1 hereto (the "2002-11 Mortgage Loans") were acquired by EMC through
the exercise of an optional redemption right held by EMC in connection with the Bear Stearns ARM Trust 2002-11, Mortgage Pass-Through
Certificates, Series 2002-11; and
WHEREAS, the mortgage loans identified on Attachment 2 hereto (the "2003-1 Mortgage Loans" and, together with the 2002-11
Mortgage Loans, the "Mortgage Loans") were acquired by EMC through the exercise of an optional redemption right held by EMC in
connection with the Bear Stearns ALT-A Trust 2003-1, Mortgage Pass-Through Certificates, Series 2003-1; and
WHEREAS, the Company agreed to service the Mortgage Loans in accordance with the terms and conditions of that certain
Servicing Agreement dated as of May 1, 2001, between the Company and EMC, as amended by Amendment No. 1 dated as of October 1, 2001,
Amendment No. 2 dated as of July 31, 2002 and Amendment No. 3 dated as of December 20, 2005 (as amended, the "Servicing Agreement").
In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Mortgage Loans shall be subject to the
terms of this Recognition Agreement. Any capitalized term used and not otherwise defined herein shall have the meaning assigned to
such term in the Servicing Agreement.
Recognition of EMC
18. From and after the date hereof, the Company shall recognize EMC as owner of the Mortgage Loans and will service the Mortgage
Loans for EMC pursuant to the terms of the Servicing Agreement (as modified herein) as if EMC and the Company had entered into a
separate servicing agreement for the servicing of the Mortgage Loans in the form of the Servicing Agreement (as modified herein), the
terms of which are incorporated herein by reference.
Assignment of Mortgage Loans and Recognition Agreement to Trustee
19. The Company hereby acknowledges that EMC will assign certain of the Mortgage Loans and the Servicing Agreement to JPMorgan
Chase Bank, National Association, as trustee for the holders of Bear Stearns Alt-A Trust, Mortgage Pass-Through Certificates, Series
2006-3 (the "Trustee"), on April 28, 2006 pursuant to that certain Assignment, Assumption and Recognition Agreement, dated as of
April 28, 2006 (the "AAR Agreement") among EMC, the Trustee and the Company. Company hereby acknowledges and consents to the
assignment by EMC to the Trustee of all of EMC's rights against Company pursuant to this Recognition Agreement and to the enforcement
or exercise of any right or remedy against Company pursuant to this Recognition Agreement by the Trustee, to the extent such rights
and remedies pertain to such Mortgage Loans. Such enforcement of a right or remedy by the Trustee shall have the same force and
effect as if the right or remedy had been enforced or exercised by EMC directly. Notwithstanding anything in this Recognition
Agreement to the contrary, Company acknowledges and agrees that its obligation to service the Mortgage Loans affected by this
Recognition Agreement is not conditional upon EMC's subsequent assignment of the Mortgage Loans to the Trustee.
48
Representations, Warranties and Covenants
20. EMC warrants and represents to Company as of the date hereof:
f. EMC is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its
formation and has full power and authority to execute, deliver and perform its obligations under this
Recognition Agreement, and to consummate the transactions set forth herein. The consummation of the
transactions contemplated by this Recognition Agreement is in the ordinary course of EMC's business and
will not conflict with, or result in a breach of, any of the terms, conditions or provisions of EMC's
charter or by-laws or any legal restriction, or any material agreement or instrument to which EMC is now a
party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or
decree to which EMC or its property is subject. The execution, delivery and performance by EMC of this
Recognition Agreement and the consummation by it of the transactions contemplated hereby, have been duly
authorized by all necessary action on the part of EMC. This Recognition Agreement has been duly executed
and delivered by EMC and, upon the due authorization, execution and delivery by Company, will constitute
the valid and legally binding obligation of EMC enforceable against EMC in accordance with its terms except
as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law; and
g. No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by EMC in connection with the execution, delivery or performance
by EMC of this Recognition Agreement, or the consummation by it of the transactions contemplated hereby.
49
21. Company warrants and represents to, and covenants with, EMC as of the date hereof:
• Attached hereto as Attachment 3 is a true and accurate copy of the Servicing Agreement;
• Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to service the Mortgage Loans and otherwise to perform its
obligations under the Servicing Agreement and this Recognition Agreement;
• Company has full corporate power and authority to execute, deliver and perform its obligations under this Recognition
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions
contemplated by this Recognition Agreement is in the ordinary course of Company's business and will not
conflict with, or result in a breach of, any of the terms, conditions or provisions of Company's articles
of incorporation or any legal restriction, or any material agreement or instrument to which Company is now
a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment
or decree to which Company or its property is subject. The execution, delivery and performance by Company
of this Recognition Agreement and the consummation by it of the transactions contemplated hereby, have been
duly authorized by all necessary corporate action on the part of Company. This Recognition Agreement has
been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by
EMC, will constitute the valid and legally binding obligation of Company, enforceable against Company in
accordance with its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights
generally, and by general principles of equity regardless of whether enforceability is considered in a
proceeding in equity or at law; and
• No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Company in connection with the execution, delivery or performance by
Company of this Recognition Agreement, or the consummation by it of the transactions contemplated hereby.
50
Modification of the Servicing Agreement
22. The Company and Assignor hereby amend the Servicing Agreement as follows:
The following definitions are added to Article I of the Servicing Agreement:
Assignee: JPMorgan Chase Bank, National Association, as trustee for the holders of Bear Steams ALT-A Trust
2006-3, Mortgage Pass-Through Certificates, Series 2006-3.
Master Servicer: Wells Fargo Bank, National Association, or its successors in interest who meet the
qualifications of the Pooling and Servicing Agreement and this Agreement.
Pooling and Servicing Agreement: That certain pooling and servicing agreement, dated as of April 1, 2006,
among Structured Asset Mortgage Investments II Inc., the Trustee, the Master Servicer and the Owner.
Trustee: JPMorgan Chase Bank, National Association, or its successor in interest, or any successor trustee
appointed as provided in the Pooling and Servicing Agreement.
Miscellaneous
23. Notwithstanding anything to the contrary contained herein or in the Servicing Agreement, Company acknowledges that the
Mortgage Loans may be part of a REMIC or multiple REMICs and hereby agrees that in no event will it service the Mortgage Loans in a
manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any such intended
REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of EMC and Company that this Recognition
Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto.
24. All demands, notices and communications related to the Mortgage Loans and this Recognition Agreement shall be in writing and
shall be deemed to have been duly given if personally delivered or mailed by registered mail, postage prepaid, as follows:
a. In the case of Company,
GMAC Mortgage Corporation
500 Enterprise Road
Horsham, Pennsylvania19044
Attention: Mr. Frank Ruhl
Telecopier No.: (215) 682-3396
51
b. In the case of EMC,
EMC Mortgage Corporation
MacArthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ralene Ruyle
Telecopy: (972) 444-2810
25. Each party will pay any commissions it has incurred and the reasonable fees of its attorneys in connection with the
negotiations for, documenting of and closing of the transactions contemplated by this Recognition Agreement.
26. This Recognition Agreement shall be construed in accordance with the laws of the State of New York, without regard to
conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
27. No term or provision of this Recognition Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.
28. This Recognition Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into
which Company or EMC may be merged or consolidated shall, without the requirement for any further writing, be deemed Company or EMC,
respectively, hereunder.
29. This Recognition Agreement shall survive the conveyances of the Mortgage Loans and the assignment of the Servicing Agreement
and this Recognition Agreement and the Mortgage Loans by EMC to the Trustee as contemplated in this Recognition Agreement and the AAR
Agreement.
30. This Recognition Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to
be an original and all such counterparts shall constitute one and the same instrument.
31. In the event that any provision of this Recognition Agreement conflicts with any provision of the Servicing Agreement with
respect to the Mortgage Loans, the terms of this Recognition Agreement shall control.
52
IN WITNESS WHEREOF, the parties hereto have executed this Recognition Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
By:_______________________________
Name:_____________________________
Title:____________________________
GMAC MORTGAGE CORPORATION
By:_______________________________
Name:_____________________________
Title:____________________________
53
EXHIBIT I-7
RECOGNITION AGREEMENT
This is a Recognition Agreement (this "Recognition Agreement") made as of April 1, 2006, between EMC Mortgage Corporation
(the "EMC") and PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation) (the "Company").
WHEREAS, EMC acquired the mortgage loans identified on Attachment 1 hereto (the "2002-11 Mortgage Loans") through the
exercise of an optional redemption right held by EMC in connection with the Bear Stearns ARM Trust Mortgage Pass-Through
Certificates, Series 2002-11;
WHEREAS, EMC acquired the mortgage loans identified on Attachment 2 hereto (the "2000-1 Mortgage Loans" and, together with
the 2002-11 Mortgage Loans, the "Mortgage Loans") through the exercise of an optional redemption right held by EMC in connection with
the Structured Asset Mortgage Investments Trust 2000-1, Mortgage Pass-Through Certificates, Series 2000-1;
WHEREAS, the Company is currently servicing the Mortgage Loans in accordance with the terms and conditions of that certain
Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of April 26, 2001 (the "Servicing Agreement"), among the Company,
Bishop's Gate Residential Mortgage Trust and EMC Mortgage Corporation.
In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Mortgage Loans shall be subject to the
terms of this Recognition Agreement. Any capitalized term used and not otherwise defined herein shall have the meaning assigned to
such term in the Servicing Agreement.
Recognition of EMC
32. From and after the date hereof, Company shall recognize EMC as owner of the Mortgage Loans and will service the Mortgage
Loans for EMC pursuant to the terms of the Servicing Agreement (as modified herein) as if EMC and Company had entered into a separate
servicing agreement for the servicing of the Mortgage Loans in the form of the Servicing Agreement (as modified herein), the terms of
which are incorporated herein by reference.
Assignment of Mortgage Loans and Recognition Agreement to Trustee
33. The Company hereby acknowledges that EMC will assign certain of the Mortgage Loans and the Servicing Agreement to JPMorgan
Chase Bank, National Association, as trustee for the holders of Bear Stearns Alt-A Trust, Mortgage Pass-Through Certificates, Series
2006-3 (the "Trustee"), on April 28, 2006 pursuant to that certain Assignment, Assumption and Recognition Agreement, dated as of
April 28, 2006 (the "AAR Agreement") among EMC, the Trustee and the Company. Company hereby acknowledges and consents to the
assignment by EMC to the Trustee of all of EMC's rights against Company pursuant to this Recognition Agreement and to the enforcement
or exercise of any right or remedy against Company pursuant to this Recognition Agreement by the Trustee. Such enforcement of a right
or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by EMC
directly. Notwithstanding anything in this Recognition Agreement to the contrary, Company acknowledges and agrees that its obligation
to service the Mortgage Loans affected by this Recognition Agreement is not conditional upon EMC's subsequent assignment of the
Mortgage Loans to the Trustee.
Representations, Warranties and Covenants
34. EMC warrants and represents to Company as of the date hereof:
h. EMC is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its
formation and has full power and authority to execute, deliver and perform its obligations under this
Recognition Agreement, and to consummate the transactions set forth herein. The consummation of the
transactions contemplated by this Recognition Agreement is in the ordinary course of EMC's business and
will not conflict with, or result in a breach of, any of the terms, conditions or provisions of EMC's
charter or by-laws or any legal restriction, or any material agreement or instrument to which EMC is now a
party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or
decree to which EMC or its property is subject. The execution, delivery and performance by EMC of this
Recognition Agreement and the consummation by it of the transactions contemplated hereby, have been duly
authorized by all necessary action on the part of EMC. This Recognition Agreement has been duly executed
and delivered by EMC and, upon the due authorization, execution and delivery by Company, will constitute
the valid and legally binding obligation of EMC enforceable against EMC in accordance with its terms except
as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law; and
i. No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by EMC in connection with the execution, delivery or performance
by EMC of this Recognition Agreement, or the consummation by it of the transactions contemplated hereby.
35. Company warrants and represents to, and covenants with, EMC as of the date hereof:
• Attached hereto as Attachment 3 is a true and accurate copy of the Servicing Agreement;
• Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to service the Mortgage Loans and otherwise to perform its
obligations under the Servicing Agreement and this Recognition Agreement;
• Company has full corporate power and authority to execute, deliver and perform its obligations under this Recognition
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions
contemplated by this Recognition Agreement is in the ordinary course of Company's business and will not
conflict with, or result in a breach of, any of the terms, conditions or provisions of Company's charter or
by-laws or any legal restriction, or any material agreement or instrument to which Company is now a party
or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree
to which Company or its property is subject. The execution, delivery and performance by Company of this
Recognition Agreement and the consummation by it of the transactions contemplated hereby, have been duly
authorized by all necessary corporate action on the part of Company. This Recognition Agreement has been
duly executed and delivered by Company, and, upon the due authorization, execution and delivery by EMC,
will constitute the valid and legally binding obligation of Company, enforceable against Company in
accordance with its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights
generally, and by general principles of equity regardless of whether enforceability is considered in a
proceeding in equity or at law; and
• No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Company in connection with the execution, delivery or performance by
Company of this Recognition Agreement, or the consummation by it of the transactions contemplated hereby.
Modification of the Servicing Agreement
36. The Company and EMC hereby modify the Servicing Agreement with respect to the Mortgage Loans as follows:
The following definitions shall be added to Section 1.01 of the Servicing Agreement:
Assignee: JPMorgan Chase Bank, National Association, as trustee for the holders of Bear Stearns ALT-A Trust, Mortgage
Pass-Through Certificates, Series 2006-3.
Commission or SEC: The United States Securities and Exchange Commission.
Company: The Servicer.
Depositor: SAMI II.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Master Servicer: Wells Fargo Bank, National Association or any successor thereto.
Nonrecoverable Advance: Any portion of a Monthly Advance or Servicing Advance previously made or proposed to be made
by the Company pursuant to this Agreement, that, in the good faith judgment of the Company, will not or, in the case of a
proposed advance, would not, be ultimately recoverable by it from the related Mortgagor or the related Liquidation Proceeds,
Insurance Proceeds, Condemnation Proceeds or otherwise with respect to the related Mortgage Loan.
Pooling and Servicing Agreement: That certain pooling and servicing agreement, dated as of April 1, 2006, among SAMI
II, the Trustee, the Master Servicer and EMC.
Prepayment Penalty: With respect to any Mortgage Loan, the charges or premiums, if any, due in connection with a
full or partial prepayment of such Mortgage Loan in accordance with the terms thereof.
Qualified Correspondent: Any Person from which the Company purchased Mortgage Loans, provided that the following
conditions are satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Company and such
Person that contemplated that such Person would underwrite mortgage loans from time to time, for sale to the Company, in
accordance with underwriting guidelines designated by the Company ("Designated Guidelines") or guidelines that do not vary
materially from such Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i)
above and were acquired by the Company within 180 days after origination; (iii) either (x) the Designated Guidelines were,
at the time such Mortgage Loans were originated, used by the Company in origination of mortgage loans of the same type as
the Mortgage Loans for the Company's own account or (y) the Designated Guidelines were, at the time such Mortgage Loans were
underwritten, designated by the Company on a consistent basis for use by lenders in originating mortgage loans to be
purchased by the Company; and (iv) the Company employed, at the time such Mortgage Loans were acquired by the Company,
pre-purchase or post-purchase quality assurance procedures (which may involve, among other things, review of a sample of
mortgage loans purchased during a particular time period or through particular channels) designed to ensure that Persons
from which it purchased mortgage loans properly applied the underwriting criteria designated by the Company.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as amended
from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the
adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or
by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
REMIC Provisions: The provisions of the federal income tax law relating to REMICs, which appear at Sections 860A
through 860G of the Code, and related provisions and regulations promulgated thereunder, as the foregoing may be in effect
from time to time.
SAMI II: Structured Asset Mortgage Investments II Inc.
Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (1) a sale or other transfer of some or all of the
Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately
placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or
unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential
mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans
Servicing Criteria: As of any date of determination, the "servicing criteria" set forth in Item 1122(d) of
Regulation AB, or any amendments thereto, a summary of the requirements of which as of the date hereof is attached hereto as
Exhibit 16 for convenience of reference only. In the event of a conflict or inconsistency between the terms of Exhibit 16
and the text of Item 1122(d) of Regulation AB, the text of Item 1122(d) of Regulation AB shall control (or those Servicing
Criteria otherwise mutually agreed to by the Purchaser, the Company and any Person that will be responsible for signing any
Sarbanes Certification with respect to a Securitization Transaction in response to evolving interpretations of Regulation AB
and incorporated into a revised Exhibit 16).
Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of
such Mortgage Loan at the Cut-off Date after giving effect to payments of principal due on or before such date, whether or
not received, minus (ii) all amounts previously distributed to the Purchaser with respect to the Mortgage Loan representing
payments or recoveries of principal or advances in lieu thereof.
Static Pool Information: Static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation AB.
Subcontractor: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as
"servicing" is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs
one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the
direction or authority of the Company or a Subservicer.
Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any Subservicer and is responsible
for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material
servicing functions required to be performed by the Company under this Agreement or any Reconstitution Agreement that are
identified in Item 1122(d) of Regulation AB.
Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired by
the Company.
Trustee: JPMorgan Chase Bank, National Association.
The definition of Eligible Account is deleted in its entirety and replaced with the following:
Eligible Account: Any of (i) an account or accounts maintained with a federal or state chartered depository
institution or trust company, the long-term unsecured debt obligations and short-term unsecured debt obligations of
which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company, so long as Moody's is not a Rating Agency) are rated by each
Rating Agency in one of its two highest long-term and its highest short-term rating categories respectively, at the
time any amounts are held on deposit therein, or (ii) an account or accounts in a depository institution or trust
company in which such accounts are insured by the FDIC (to the limits established by the FDIC) and the uninsured
deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the
Trustee and to each Rating Agency, the Certificateholders have a claim with respect to the funds in such account or
a perfected first priority security interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository
institution or trust company in which such account is maintained, or (iii) a trust account or accounts maintained
with the corporate trust department of a federal or state chartered depository institution or trust company having
capital and surplus of not less than $50,000,000, acting in its fiduciary capacity or (iv) any other account
acceptable to the Rating Agencies. Eligible Accounts may bear interest, and may include, if otherwise qualified
under this definition, accounts maintained with the Trustee.
Subsection (6) of Section 3.01 of the Servicing Agreement shall be replaced in its entirety with the following:
(6) PHH Mortgage has delivered to the Purchaser financial statements as to its last two fiscal years. Except
as has previously been disclosed to the Purchaser in writing: (a) such financial statements fairly present the
results of operations and changes in financial position for such period and the financial position at the end of
such period of PHH Mortgage and its subsidiaries; and (b) such financial statements are true, correct and complete
as of their respective dates and have been prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved, except as set forth in the notes thereto. The Trust has
delivered to the Purchaser financial statements as to its last two fiscal years and a copy of its Offering Circular
dated May 21, 1998 (the "Trust Financials") and such Trust Financials fairly present the results of operations and
changes in financial position for such period and the financial position at the end of such period of the Trust.
Except as has previously been disclosed to the Purchaser in writing, there has been no change in such Trust
Financials since their date and the Trust is not aware of any errors or omissions therein.
Subsection (7) of Section 3.01 of the Servicing Agreement shall be replaced in its entirety with the following (new text is
underlined):
(7) There has been no change in the servicing policies and procedures, business, operations, financial
condition, properties or assets of the applicable Seller since (i) in the case of PHH Mortgage, the date of its
financial statements and (ii) in the case of the Trust, the date of delivery of the Trust Financials, that would
have a material adverse effect on the ability of the applicable Seller to perform its obligations under this
Agreement;
The following shall be added as Subsection (15) of Section 3.01 of the Servicing Agreement:
(15) As of the date of each Securitization Transaction, and except as has been otherwise disclosed to the
Purchaser, any Master Servicer and any Depositor: (1) no default or servicing related performance trigger has
occurred as to any other securitization due to any act or failure to act of the Servicer; (2) no material
noncompliance with applicable servicing criteria as to any other securitization has been disclosed or reported by
the Servicer; (3) the Servicer has not been terminated as servicer in a residential mortgage loan securitization,
either due to a servicing default or to application of a servicing performance test or trigger; (4) no material
changes to the Servicer's servicing policies and procedures for similar loans has occurred in the preceding three
years; (5) there are no aspects of the Servicer's financial condition that could have a material adverse impact on
the performance by the Servicer of its obligations hereunder; (6) there are no legal proceedings pending, or known
to be contemplated by governmental authorities, against the Servicer that could be material to investors in the
securities issued in such Securitization Transaction; and (7) there are no affiliations, relationships or
transactions relating to the Servicer of a type that are described under Item 1119 of Regulation AB.
Subsection (33) of Section 3.03 of the Servicing Agreement shall be replaced in its entirety with the following:
(33) The related Mortgagor (1) is not the subject of any Insolvency Proceeding; and (2) has not notified the
Seller of any relief requested by or allowed to such Mortgagor under the Servicemembers Civil Relief Act;
The following shall be added as Subsection (50) of Section 3.03 of the Servicing Agreement:
(50) With respect to each Mortgage Loan, information regarding the borrower credit files related to such
Mortgage Loan has been furnished to credit reporting agencies in compliance with the provisions of the Fair Credit
Reporting Act and the applicable implementing regulations.
Section 3.05 of the Servicing Agreement shall be replaced in its entirety with the following:
Section 3.05. Cooperation of Company with a Reconstitution.
The Company and the Purchaser agree that with respect to some or all of the Mortgage Loans, on or after the related Funding
Date, on one or more dates (each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may effect a sale (each, a
"Reconstitution") of some or all of the Mortgage Loans then subject to this Agreement, without recourse, to:
(a) one or more third party purchasers in one or more in whole loan transfers (each, a "Whole Loan Transfer"); or
(b) one or more trusts or other entities to be formed as part of one or more Securitization Transactions.
The Company agrees to execute in connection with any agreements among the Purchaser, the Company, and any servicer in
connection with a Whole Loan Transfer, an Assignment, Assumption and Recognition Agreement substantially in the form of Exhibit 2.05
hereto, or, at Purchaser's request, a seller's warranties and servicing agreement or a participation and servicing agreement or
similar agreement in form and substance reasonably acceptable to the parties, and in connection with a Securitization Transaction, a
pooling and servicing agreement in form and substance reasonably acceptable to the parties, (collectively the agreements referred to
herein are designated, the "Reconstitution Agreements"). It is understood that any such Reconstitution Agreements will not contain
any greater obligations on the part of Company than are contained in this Agreement. Notwithstanding anything to the contrary in
this Section 3.05, the Company agrees that it is required to perform the obligations described in Exhibit 14 hereto.
With respect to each Whole Loan Transfer and each Securitization Transaction entered into by the Purchaser, the Company
agrees (1) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due
diligence procedures; (2) to execute, deliver and perform all Reconstitution Agreements required by the Purchaser as are customary in
the industry; (3) to restate the representations and warranties set forth in this Agreement as of the settlement or closing date in
connection with such Reconstitution (each, a "Reconstitution Date"), but modified, if necessary, to reflect changes since the Funding
Date.
In addition, the Company shall provide to any master servicer or issuer in connection with a Securitization Transaction, as
the case may be, and any other participants in such Reconstitution:
(i) any and all information and appropriate verification of information which may be reasonably available to the
Company, whether through letters of its auditors and counsel or otherwise, as the Purchaser or any such other participant shall
request upon reasonable demand;
(ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates
of public officials or officers of the Company as are reasonably agreed upon by the Company and the Purchaser or any such other
participant;
(iii) within 5 Business Days after request by the Purchaser, the information with respect to the Company (as originator)
and each Third-Party Originator of the Mortgage Loans as required under Item 1110(a) and (b) of Regulation AB, a summary of the
requirements of which has of the date hereof is attached hereto as Exhibit 17 for convenience of reference only, as determined by
Purchaser in its sole reasonable discretion. If requested by the Purchaser, this will include information about the applicable
credit-granting or underwriting criteria;
(iv) within 5 Business Days after request by the Purchaser, the Company shall provide (or, as applicable, cause each
Third-Party Originator to provide) Static Pool Information with respect to the mortgage loans (of a similar type as the Mortgage
Loans, as reasonably identified by the Purchaser as provided below) originated by (i) the Company, if the Company is an originator of
Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), and/or (ii) each Third-Party Originator.
Such Static Pool Information shall be prepared by the Company (or Third-Party Originator) on the basis of its reasonable, good faith
interpretation of the requirements of Item 1105(a)(1)-(3) and (c) of Regulation AB. To the extent that there is reasonably available
to the Company (or Third-Party Originator) Static Pool Information with respect to more than one mortgage loan type, the Purchaser or
any Depositor shall be entitled to specify whether some or all of such information shall be provided pursuant to this paragraph. The
content of such Static Pool Information may be in the form customarily provided by the Company, and need not be customized for the
Purchaser or any Depositor. Such Static Pool Information for each vintage origination year or prior securitized pool, as applicable,
shall be presented in increments no less frequently than quarterly over the life of the mortgage loans included in the vintage
origination year or prior securitized pool. The most recent periodic increment must be as of a date no later than 135 days prior to
the date of the prospectus or other offering document in which the Static Pool Information is to be included or incorporated by
reference. The Static Pool Information shall be provided in an electronic format that provides a permanent record of the information
provided, such as a portable document format (pdf) file, or other such electronic format reasonably required by the Purchaser or the
Depositor, as applicable;
(v) within 5 Business Days after request by the Purchaser, information with respect to the Company (as servicer) as
required by Item 1108(b) and (c) of Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as
Exhibit 17 for convenience of reference only, as determined by Purchaser in its sole discretion. In the event that the Company has
delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall provide the
information required pursuant to this clause with respect to the Subservicer;
(vi) within 5 Business Days after request by the Purchaser,
(a) information regarding any legal proceedings pending (or known to be contemplated) against the Company (as
originator and as servicer) and each other originator of the Mortgage Loans and each Subservicer as required by Item 1117 of
Regulation AB, a summary of the requirements of which as of the date hereof is attached hereto as Exhibit 17 for convenience
of reference only, as determined by Purchaser in its sole discretion,
(b) information regarding affiliations with respect to the Company (as originator and as servicer) and each other
originator of the Mortgage Loans and each Subservicer as required by Item 1119(a) of Regulation AB, a summary of the
requirements of which as of the date hereof is attached hereto as Exhibit 17 for convenience of reference only, as
determined by Purchaser in its sole discretion, and
(c) information regarding relationships and transactions with respect to the Company (as originator and as servicer)
and each other originator of the Mortgage Loans and each Subservicer as required by Item 1119(b) and (c) of Regulation AB, a
summary of the requirements of which as of the date hereof is attached hereto as Exhibit 17 for convenience of reference
only, as determined by Purchaser in its sole discretion;
(vii) if so requested by the Purchaser, the Company shall provide (or, as applicable, cause each Third-Party Originator to
provide), at the expense of the requesting party (to the extent of any additional incremental expense associated with delivery
pursuant to this Agreement), such statements and agreed-upon procedures letters of certified public accountants reasonably acceptable
to the Purchaser or Depositor, as applicable, pertaining to Static Pool Information relating to prior securitized pools for
securitizations closed on or after April 1, 2006 or, in the case of Static Pool Information with respect to the Company's or
Third-Party Originator's originations or purchases, to calendar months commencing April 1, 2006, or to any financial information
included in any other disclosure provided under this Section 3.05, as the Purchaser or such Depositor shall reasonably request. Such
statements and letters shall be addressed to and be for the benefit of such parties as the Purchaser or such Depositor shall
designate, which may include, by way of example, any Sponsor, any Depositor and any broker dealer acting as underwriter, placement
agent or initial purchaser with respect to a Securitization Transaction. Any such statement or letter may take the form of a
standard, generally applicable document accompanied by a reliance letter authorizing reliance by the addressees designated by the
Purchaser or such Depositor;
(viii) for the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of
asset-backed securities, the Company shall (or shall cause each Subservicer and Third-Party Originator to) (i) provide prompt notice
to the Purchaser, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings
involving the Company, any Subservicer or any Third-Party Originator, (B) any affiliations or relationships that develop following
the closing date of a Securitization Transaction between the Company, any Subservicer or any Third-Party Originator and any of the
parties specified in clause (7) of Section 3.01(15) of this Agreement (and any other parties identified in writing by the requesting
party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any
Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Company, and (E) the
Company's entry into an agreement with a Subservicer to perform or assist in the performance of any of the Company's obligations
under this Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor a description of such
proceedings, affiliations or relationships;
All notification pursuant to this Section 3.05(b)(viii), other than those pursuant to Section 3.05(b)(viii)(i)(A), should be
sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
With a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Notifications pursuant to Section 3.05(b)(viii)(i)(A) should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
With copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com;
(ix) If so requested by the Purchaser or any Depositor on any date, the Company shall, within five Business Days
following such request, confirm in writing the accuracy of the representations and warranties set forth in Section 3.01(15) of this
Agreement or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate
disclosure of the pertinent facts, in writing, to the requesting party;
(x) as a condition to the succession to the Company or any Subservicer as servicer or subservicer under this Agreement
or any Reconstitution Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated, or (ii)
which may be appointed as a successor to the Company or any Subservicer, the Company shall provide to the Purchaser, any Master
Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written
notice to the Purchaser, any Master Servicer and any Depositor of such succession or appointment and (y) in writing and in form and
substance reasonably satisfactory to the Purchaser, any Master Servicer and such Depositor, all information reasonably requested by
the Purchaser, any Master Servicer or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with
respect to any class of asset-backed securities;
(xi) in addition to such information as the Company, as servicer, is obligated to provide pursuant to other provisions of
this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of
any Securitization Transaction that includes any of the Mortgage Loans serviced by the Company or any Subservicer, the Company or
such Subservicer, as applicable, shall, to the extent the Company or such Subservicer has knowledge, provide to the party responsible
for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along
with all information, data, and materials related thereto as may be required to be included in the related distribution report on
Form 10-D (as specified in the provisions of Regulation AB referenced below):
(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments
during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or transaction covenants (Item
1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities issuances backed by the same pool assets, any
pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting
or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB); and
(xii) the Company shall provide to the Purchaser, any Master Servicer and any Depositor, evidence of the authorization of
the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omission
Insurance policy, financial information and reports, and such other information related to the Company or any Subservicer or the
Company or such Subservicer's performance hereunder.
In the event of a conflict or inconsistency between the terms of Exhibit 17 and the text of the applicable Item of
Regulation AB as cited above, the text of Regulation AB, its adopting release and other public statements of the SEC shall control.
The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating
in a Securitization Transaction: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if
applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect
to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the
Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial
purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each
of the foregoing and of the Depositor (each, an "Indemnified Party"), and shall hold each of them harmless from and against any
claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs,
fees and expenses that any of them may sustain arising out of or based upon:
(i)(A) any untrue statement of a material fact contained or alleged to be contained in any information, report,
certification, data, accountants' letter or other material provided under this Section 3.05 by or on behalf of the Company, or
provided under this Section 3.05 by or on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the
"Company Information"), or (B) the omission or alleged omission to state in the Company Information a material fact required to be
stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by
reference to the Company Information and not to any other information communicated in connection with a sale or purchase of
securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from
such other information;
(ii) any breach by the Company of its obligations under Sections 3.05, 7.04 or 7.07, including particularly any failure by
the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification,
accountants' letter or other material when and as required under Sections 3.05, 7.04 or 7.07, including any failure by the Company to
identify pursuant to Section 12.12 any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of
Regulation AB;
(iii) any breach by the Company of a representation or warranty set forth in Section 3.01 or in a writing furnished pursuant
to Section 3.01(16) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that
such breach is not cured by such closing date, or any breach by the Company of a representation or warranty in a writing furnished
pursuant to Section 3.01(16) to the extent made as of a date subsequent to such closing date; or
(iv) the negligence, bad faith or willful misconduct of the Company in connection with its performance under Sections 3.05,
7.04 or 7.07.
If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party,
then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims,
losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault
of such Indemnified Party on the one hand and the Company on the other.
In the case of any failure of performance described above, the Company shall promptly reimburse the Purchaser, any
Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed
with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d)
or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each
such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required
by the Company, any Subservicer, any Subcontractor or any Third-Party Originator.
This indemnification shall survive the termination of this Agreement or the termination of any party to this
Agreement.
All Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain subject to, and serviced in accordance
with the terms of, this Agreement and the related Term Sheet, and with respect thereto this Agreement and the related Term Sheet
shall remain in full force and effect.
In connection with such a securitization, the Purchaser may be required to engage a master servicer or trustee to determine
the allocation of payments to and make remittances to the certificateholders, at the Purchaser's sole cost and expense. In the event
that a master servicer or trustee to determine the allocation of payments to and make remittances to the certificateholders is
requested by the Purchaser, the Servicer agrees to service the Mortgage Loans in accordance with the reasonable and customary
requirements of such securitization, which may include the Servicer's acting as a subservicer in a master servicing arrangement.
With respect to the then owners of the Mortgage Loans, the Servicer shall thereafter deal solely with such master servicer or
trustee, as the case may be with respect to such Mortgage Loans which are subject to the Securitization and shall not be required to
deal with any other party with respect to such Mortgage Loans. The cost of such securitization shall be borne by the Purchaser, other
than the Seller's overhead or employees' salaries.
The following shall be added after the first sentence of Subsection (1) of Section 5.01 of the Servicing Agreement:
The Servicer shall furnish information regarding the borrower credit files related to such Mortgage Loan to
credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable
implementing regulations.
The following shall be added as the second paragraph of Section 5.02 of the Servicing Agreement:
The Servicer shall not waive (or permit a subservicer to waive) any Prepayment Penalty unless: (i) the
enforceability thereof shall have been limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors' rights generally, (ii) the enforcement thereof is illegal, or any local, state or
federal agency has threatened legal action if the prepayment penalty is enforced, (iii) the mortgage debt has been
accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard and
customary in servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable default and
would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value
of such Prepayment Penalty and the related Mortgage Loan. In no event will the Servicer waive a Prepayment Penalty
in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable
default. If a Prepayment Penalty is waived, but does not meet the standards described above, then the Servicer is
required to pay the amount of such waived Prepayment Penalty by depositing such amount into the Collection Account
by the immediately succeeding Remittance Date.
Subsection (6) of Section 5.05 of the Servicing Agreement shall be replaced in its entirety with the following:
(6) to pay to itself as additional servicing compensation any interest earned on funds in the Collection
Account (all such interest to be withdrawn monthly not later than each Remittance Date);
The following paragraphs are added after the second paragraph of Section 5.13 of the Servicing Agreement:
"Notwithstanding anything in this Agreement to the contrary, the Servicer (a) shall not permit any
modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not
(unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the
Servicer, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of any Mortgage
Loan that would both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or
Treasury regulations promulgated thereunder) and (ii) cause the Trust Fund to fail to qualify as a REMIC under the
Code or the imposition of any tax on "prohibited transactions" or "contributions" after the startup date under the
REMIC Provisions.
Prior to taking any action with respect to the Mortgage Loans which is not contemplated under the terms of
this Agreement, the Servicer will obtain an Opinion of Counsel acceptable to the Trustee with respect to whether
such action could result in the imposition of a tax upon the REMIC (including but not limited to the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event"), and the Servicer shall not take
any such action or cause the Trust Fund to take any such action as to which it has been advised that an Adverse
REMIC Event could occur.
The Servicer shall not permit the creation of any "interests" (within the meaning of Section 860G of the
Code) in the REMIC. The Servicer shall not enter into any arrangement by which the REMIC will receive a fee or other
compensation for services nor permit the REMIC to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code.
Any REO Property shall be disposed of by the Servicer before the close of the third taxable year following
the taxable year in which the Mortgage Loan became an REO Property, unless the Servicer is otherwise directed by the
Assignee."
The following shall be added after the first paragraph of Subsection (1) of Section 5.15 of the Servicing Agreement:
In determining the delinquency status of any Mortgage Loan, the Servicer will use delinquency recognition
policies as described to and approved by the Purchaser, and shall revise these policies as requested by the
Purchaser from time to time.
The following shall replace the first paragraph of Section 6.02 of the Servicing Agreement:
On or before the fifth (5th) Business Day of each month during the term hereof, the Servicer shall deliver to the Purchaser
monthly accounting reports substantially in the form of Exhibits 11 and 12 attached hereto with respect to the most recently ended
Due Period, or in such other forms as may be mutually agreed upon by Servicer and Master Servicer. Such monthly accounting reports
shall include information as to the aggregate Unpaid Principal Balance of all Mortgage Loans, the scheduled amortization of all
Mortgage Loans, any delinquencies and the amount of any Principal Prepayments as of the most recently ended Record Date, and the
status of all other collection efforts with respect to each Mortgage Loan, and all realized losses detailed on a Form 332, attached
as Exhibit 13, or in such other form as may be mutually agreed upon by the Servicer and any related Master Servicer. Such monthly
reports shall be delivered to Purchaser in a mutually acceptable electronic format.
The Servicer shall furnish to the Purchaser during the term of this Agreement such periodic, special or other reports,
information or documentation, whether or not provided for herein, as shall be reasonably requested by the Purchaser with respect to
Mortgage Loans or REO Properties (provided, the Purchaser shall have given the Servicer reasonable notice and opportunity to prepare
such reports, information or documentation), including any reports, information or documentation reasonably required to comply with
any regulations of any governmental agency or body having jurisdiction over the Purchaser (including but not limited to Regulation
AB), all such reports or information to be as provided by and in accordance with such applicable instructions and directions as the
Purchaser may reasonably request. The Servicer agrees to execute and deliver all such instruments and take all such action as the
Purchaser, from time to time, may reasonably request in order to effectuate the purposes and to carry out the terms of this Agreement.
Section 7.04 of the Servicing Agreement shall be replaced in its entirety with the following:
Section 7.04 Annual Statement as to Compliance; Annual Certification.
(a) The Servicer will deliver to the Purchaser and the Master Servicer, not later than March 1 of each calendar year
beginning in 2007, an Officers' Certificate acceptable to the Purchaser and each Master Servicer (an "Annual Statement of
Compliance") stating, as to each signatory thereof, that (i) a review of the activities of the Servicer during the preceding calendar
year (or applicable portion thereof) and of performance under this Agreement or other applicable servicing agreement during such
period has been made under such officers' supervision and (ii) to the best of such officers' knowledge, based on such review, the
Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects
throughout such calendar year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying
each such failure known to such officer and the nature and status thereof. Such Annual Statement of Compliance shall contain no
restrictions or limitations on its use. Copies of such statement shall be provided by the Servicer to the Purchaser upon request and
by the Purchaser upon request to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the
Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Servicer shall deliver
an officer's certificate (an "Annual Certification") of the Subservicer as described above as to each Subservicer as and when
required with respect to the Servicer.
(b) With respect to any Mortgage Loans that are the subject of a Securitization Transaction, by March 1 of each calendar
year beginning in 2007, an officer of the Servicer shall execute and deliver an Annual Certification to the Purchaser, any Master
Servicer and any related Depositor addressed to and for the benefit of each such entity and such entity's affiliates and the
officers, directors and agents of any such entity and such entity's affiliates, in the form attached hereto as Exhibit 15. In the
event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or
Subcontractor, the Servicer shall deliver an Annual Certification of the Subservicer or Subcontractor as described above as to each
Subservicer or Subcontractor as and when required with respect to the Servicer.
(c) If the Servicer cannot deliver the related Annual Statement of Compliance or Annual Certification by March 1 of such
year, the Purchaser, at its sole option and with the consent of the Person signing the Form 10-K, may permit a cure period for the
Servicer to deliver such Annual Statement of Compliance or Annual Certification, but in no event later than March 10th of such year.
Failure of the Servicer to timely comply with this Section 7.04 shall be deemed an Event of Default, automatically, without
notice and without any cure period unless otherwise agreed to by the Purchaser and the Person signing the Form 10-K as set forth in
7.04(c), and Purchaser may, in addition to whatever rights the Purchaser may have at law or in equity or to damages, including
injunctive relief and specific performance, terminate all the rights and obligations of the Servicer under this Agreement and in and
to the Mortgage Loans and the proceeds thereof without the Purchaser's incurring any penalty or fee of any kind whatsoever in
connection therewith, as provided in Section 10.01. Such termination shall be considered with cause pursuant to Section 11.01 of
this Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
The following shall be added as Section 7.07 of the Servicing Agreement:
Section 7.07 Assessment of Compliance with Servicing Criteria.
On and after April 1, 2006, the Servicer shall service and administer, and shall cause each subservicer to servicer or
administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria.
With respect to any Mortgage Loans that are the subject of a Securitization Transaction, the Servicer shall deliver to the
Purchaser or its designee, any Master Servicer and any Depositor on or before March 1 of each calendar year beginning in 2007, a
report (an "Assessment of Compliance") reasonably satisfactory to the Purchaser, any Master Servicer and any Depositor regarding the
Servicer's assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122 of Regulation AB or as otherwise required by the Master Servicer, which as of the date
hereof, require a report by an authorized officer of the Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to
the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing
Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer's compliance with the applicable Servicing Criteria for the period
consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during
such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken
as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer's Assessment
of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall
be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer,
that are backed by the same asset type as the Mortgage Loans.
Such report at a minimum shall address each of the Servicing Criteria in Exhibit 18 hereto identified as applicable to the
Servicer delivered to the Purchaser concurrently with the execution of this Agreement.
With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on or before March 1 of each
calendar year beginning in 2007, the Company shall furnish to the Purchaser or its designee, any Master Servicer and any Depositor a
report (an "Attestation Report") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance
made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB or as otherwise
required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or
adopted by the Public Company Accounting Oversight Board.
The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.19 to be
"participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser, any Master
Servicer and any Depositor an assessment of compliance and accountants' attestation as and when provided in Section 7.07.
If the Servicer cannot deliver the related Assessment of Compliance or Attestation Report by March 1 of such year, the
Purchaser, at its sole option and with the consent of the Person signing the Form 10-K, may permit a cure period for the Servicer to
deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year.
Failure of the Servicer to timely comply with this Section 7.07 shall be deemed an Event of Default, automatically, without
notice and without any cure period, unless otherwise agreed to by the Purchaser and the Person signing the Form 10-K as described
herein, and Purchaser may, in addition to whatever rights the Purchaser may have at law or in equity or to damages, including
injunctive relief and specific performance, terminate all the rights and obligations of the Servicer under this Agreement and in and
to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same, as provided in Section 10.01. Such
termination shall be considered with cause pursuant to Section 11.01 of this Agreement. This paragraph shall supercede any other
provision in this Agreement or any other agreement to the contrary.
The following shall be added as Section 7.08 of the Servicing Agreement:
Section 7.08 Intent of the Parties; Reasonableness.
The Purchaser and the Company acknowledge and agree that a purpose of Sections 3.01(15), 3.05, 6.02, 7.04 and 7.07 of this
Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and
regulations of the Commission. None of the Purchaser, any Master Servicer or any Depositor shall exercise its right to request (if
any request is required) delivery of information or other performance under these provisions other than in good faith, or for
purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder.
The Company acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive
guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of
counsel, or otherwise, and agrees to comply with requests made by the Purchaser, any Master Servicer or any Depositor in good faith
for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any
Securitization Transaction, the Company shall cooperate fully with the Purchaser and any Master Servicer to deliver to the Purchaser
(including any of its assignees or designees), any Master Servicer and any Depositor, any and all statements, reports,
certifications, records and any other information necessary in the good faith determination of the Purchaser, any Master Servicer or
any Depositor to permit the Purchaser, such Master Servicer or such Depositor to comply with the provisions of Regulation AB,
together with such disclosures relating to the Company, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the
servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such
compliance.
The following shall be added as the second paragraph of Section 9.01 of the Servicing Agreement:
The Master Servicer shall indemnify and hold harmless the Servicer and its affiliates, and in each case,
its officers, directors and agents from and against any losses, damages, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the
Master Servicer or any of its officers, directors, agents or affiliates of its obligations in connection with the
preparation, filing and certification of any Form 10-K under Section 3.18 of the Pooling and Servicing Agreement or
the negligence, bad faith or willful misconduct of the Master Servicer in connection therewith. In addition, the
Master Servicer shall indemnify and hold harmless the Servicer and its affiliates, and in each case, its officers,
directors and agents from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments and other costs and expenses arising out of or based upon a breach by any Servicer (as
defined in the Pooling and Servicing Agreement), other than the Servicer (as defined in this Agreement), of its
obligations in connection with any back-up certification (or any other back-up documents) to any certification of
any Form 10-K required to be provided by the Master Servicer, but solely to the extent the Master Servicer receives
amounts from such Servicer in connection with any indemnification provided by such Servicer (in each case as defined
in the Pooling and Servicing Agreement) to the Master Servicer.
The last paragraph of Section 10.01 shall be replaced with the following:
then, and in each and every such case, so long as an Event of Default shall not have been remedied, the
Purchaser, by notice in writing to the Sellers may, in addition to whatever rights the Purchaser may have at law or
in equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations
of the Sellers and the Servicer (and if the Servicer is servicing any of the Mortgage Loans in a Securitization
Transaction, appoint a successor servicer reasonably acceptable to any Master Servicer for such Securitization
Transaction) under this Agreement and in and to the Mortgage Loans(including the Servicing rights thereon) and the
proceeds thereof subject to Section 12.01, without the Purchaser's incurring any penalty or fee of any kind
whatsoever in connection therewith; provided that, upon the occurrence of an Event of Default under Subsection (3),
(4) or (5) of this Section 10.01, this Agreement and all authority and power of the Sellers hereunder (whether with
respect to the Mortgage Loans, the REO Properties or otherwise) shall automatically cease. On or after the receipt
by the Servicer of such written notice, all authority and power of the Servicer under this Agreement (whether with
respect to the Mortgage Loans or otherwise) shall cease. The Servicer shall promptly reimburse the Purchaser (or
any designee of the Purchaser, such as a master servicer) and any Depositor, as applicable, for all reasonable
expenses incurred by the Purchaser (or such designee) or such Depositor, as such are incurred, in connection with
the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor
servicer. The provisions of this paragraph shall not limit whatever rights the Purchaser or any Depositor may have
under other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in
equity or at law, such as an action for damages, specific performance or injunctive relief.
The following shall be added as Section 12.12 of the Servicing Agreement:
Section 12.12. Use of Subservicers and Subcontractors.
(a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations
of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of
paragraph (b) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not
permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the
Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of
paragraph (d) of this Section.
(b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the
Purchaser and any Depositor to comply with the provisions of this Section and with Sections 3.01(15), 3.01(18), 3.05, 7.04 and 7.07
of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect
to such Subservicer under Section 3.01(17) of this Agreement. The Servicer shall be responsible for obtaining from each Subservicer
and delivering to the Purchaser, any Master Servicer and any Depositor any Annual Statement of Compliance required to be delivered by
such Subservicer under Section 7.04(a), any Assessment of Compliance and Attestation Report required to be delivered by such
Subservicer under Section 7.07 and any Annual Certification required under Section 7.04(b) as and when required to be delivered.
(c) The Servicer shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any
designee of the Depositor, such as an administrator) a written description (in form and substance satisfactory to the Purchaser, any
Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer,
specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.
(d) As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function"
within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any
Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 3.05 and 7.07 of this
Agreement to the same extent as if such Subcontractor were the Company. The Servicer shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any Assessment of Compliance and Attestation Report and the other
certificates required to be delivered by such Subservicer and such Subcontractor under Section 7.07, in each case as and when
required to be delivered.
The following shall be added as Section 12.13 of the Servicing Agreement:
Section 12.13. Third-Party Beneficiary.
For purposes of this Agreement, the Master Servicer shall be considered a third party beneficiary of this Agreement,
entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.
The following shall be added as Exhibit 11 to the Servicing Agreement:
EXHIBIT 11
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME The borrower name as received in the file. Maximum length of 30 (Last, 30
It is not separated by first and last name. First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs 11
interest payment that a borrower is expected ($)
to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT The new loan payment amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6
a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the beginning of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the end of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY 10
the borrower's next payment is due to the
Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10
first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10
third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
Action Code Key: 2
15=Bankruptcy,
30=Foreclosure, , 60=PIF,
63=Substitution,
65=Repurchase,70=REO
------------ ------------------------------ --------
ACTION_CODE The standard FNMA numeric code used to
indicate the default/delinquent status of a
particular loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or dollar signs 11
if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount 2 No commas(,) or dollar signs 11
due at the beginning of the cycle date to be ($)
passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs 11
investors at the end of a processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs 11
the Servicer for the current cycle -- only ($)
applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable
for Scheduled/Scheduled Loans. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs 11
Servicer for the current reporting cycle -- ($)
only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The actual gross interest amount less the
service fee amount for the current reporting No commas(,) or dollar signs
ACTL_NET_INT cycle as reported by the Servicer -- only 2 ($) 11
applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs 11
prepays on his loan as reported by the ($)
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The following shall be added as Exhibit 12 to the Servicing Agreement:
EXHIBIT 12
REPORTING DATA FOR DEFAULTED LOANS
Standard File Layout - Delinquency Reporting
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Column/Header Name Description Decimal Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR A unique identifier assigned to each loan by the
originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans in
their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ADDRESS Street Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE The state where the property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due MM/DD/YYYY
to the servicer at the end of processing cycle, as
reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,)
sale. or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE A code that indicates the condition of the
property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Exhibit 2: Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry
standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property code as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
------------------------ ---------------------------------------------------------
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
023 FNMA-Servicing problems
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
026 FNMA-Payment adjustment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
027 FNMA-Payment dispute
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
029 FNMA-Transfer of ownership pending
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
030 FNMA-Fraud
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
031 FNMA-Unable to contact borrower
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
INC FNMA-Incarceration
------------------------ ---------------------------------------------------------
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
------------------------ -------------------------------------------------------
Status Code Status Description
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
62 Veteran's Affairs-No Bid
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
63 Veteran's Affairs-Refund
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
64 Veteran's Affairs-Buydown
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ -------------------------------------------------------
The following shall be added as Exhibit 13 to the Servicing Agreement:
EXHIBIT 13
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages
are due on the remittance report date. Late submissions may result in claims not being passed until the following month.
The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to
recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental
proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in
parenthesis ( ).
Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------------------- -------------------------------------- --------------------------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------------------- -------------------------------------- --------------------------------------------
WELLS FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ ______________ (1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________(6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________(12)
Total Expenses $ _______________(13)
Credits:
(14) Escrow Balance $ _______________(14)
(15) HIP Refund ________________ (15)
(16) Rental Receipts ________________ (16)
(17) Hazard Loss Proceeds ________________ (17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________ (18a) HUD Part A
________________ (18b) HUD Part B
(19) Pool Insurance Proceeds ________________ (19)
(20) Proceeds from Sale of Acquired Property ________________ (20)
(21) Other (itemize) ________________ (21)
_________________________________________ ________________ (21)
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
Escrow Disbursement Detail
------------------------ -------------------- ----------------------- ---------------------- --------------------- -------------------------- ------------------------
(a) Type (c) Date Paid (d) Period of (e) Total Paid (f) Base Amount (g) Penalties (h) Interest
Coverage
(b) (Tax /Ins.)
------------------------ -------------------- ----------------------- ---------------------- --------------------- -------------------------- ------------------------
------------------------ -------------------- ----------------------- ---------------------- --------------------- -------------------------- ------------------------
(i) (j) (k) (l) (m) (n) (o)
(p) (q) (r) (s) (t) (u) (v)
(w) (x) (y) (z) (aa) (bb) (cc)
(dd) (ee) (ff) (gg) (hh) (ii) (jj)
(kk) (ll) (mm) (nn) (oo) (pp) (qq)
(rr) (ss) (tt) (uu) (vv) (ww) (xx)
(yy) (zz) (aaa) (bbb) (ccc) (ddd) (eee)
(fff) (ggg) (hhh) (iii) (jjj) (kkk) (lll)
The following shall be added as Exhibit 14 to the Servicing Agreement:
EXHIBIT 14
COMPANY'S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
o The Company shall (i) possess the ability to service to a securitization documents; (ii) service on a "Scheduled/Scheduled"
reporting basis (advancing through the liquidation of an REO Property), (iii) make compensating interest payments on payoffs
and (iv) remit and report to a master servicer in format acceptable to such master servicer by the 10th calendar day of each
month.
o The Company shall provide an acceptable annual certification (officer's certificate) to the master servicer (as required by
the Sarbanes-Oxley Act of 2002) as well as any other annual certifications required under the securitization documents (i.e.
the annual statement as to compliance/annual independent certified public accountants' servicing report due by February 28
of each year).
o The Company shall allow for the Purchaser, the master servicer or their designee to perform a review of audited financials
and net worth of the Company.
o The Company shall provide information on each Custodial Account as requested by the master servicer or the Purchaser, and
each Custodial Accounts shall comply with the requirements for such accounts as set forth in the securitization documents.
o The Company shall maintain its servicing system in accordance with the requirements of the master servicer.
The following shall be added as Exhibit 15 to the Servicing Agreement:
EXHIBIT 15
FORM OF COMPANY CERTIFICATION
Re: The [ ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF COMPANY] (the "Company"), certify to [the
Purchaser], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:
I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation
AB (the "Compliance Statement"), the report on assessment of the Company's compliance with the servicing criteria set forth
in Item 1122(d) of Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18 under
Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing
Assessment"), the registered public accounting firm's attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were
delivered by the Company to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement
(collectively, the "Company Servicing Information");
Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances
under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing
Information;
Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the
Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];
I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on
my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the
Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under
the Agreement in all material respects; and
The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the Servicing Assessment and
Attestation Report required to be provided by the Company and by any Subservicer and Subcontractor pursuant to the Agreement, have
been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described in such reports have been
disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed
in such reports.
The following shall be added as Exhibit 16 to the Servicing Agreement:
EXHIBIT 16
SUMMARY OF REGULATION AB
SERVICING CRITERIA
NOTE: This Exhibit 16 is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms
of this Exhibit 16 and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the
SEC shall control.
Item 1122(d)
(a) General servicing considerations.
(1) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with
the transaction agreements.
(2) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing activities.
(3) Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
(4) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
(b) Cash collection and administration.
(1) Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no
more than two business days following receipt, or such other number of days specified in the transaction agreements.
(2) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
(3) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged
for such advances, are made, reviewed and approved as specified in the transaction agreements.
(4) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction
agreements.
(5) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial
institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
(6) Unissued checks are safeguarded so as to prevent unauthorized access.
(7) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in
the transaction agreements.
(c) Investor remittances and reporting.
(1) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the
transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or
the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.
(2) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set
forth in the transaction agreements.
(3) Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such other
number of days specified in the transaction agreements.
(4) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial
bank statements.
(d) Mortgage Loan administration.
(1) Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan
documents.
(2) Mortgage loan and related documents are safeguarded as required by the transaction agreements.
(3) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions
or requirements in the transaction agreements.
(4) Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage
loan documents.
(5) The Servicer's records regarding the mortgage loans agree with the Servicer's records with respect to an obligor's unpaid
principal balance.
(6) Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with the transaction agreements and related mortgage loan documents.
(7) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures
and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
(8) Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
(9) Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related
mortgage loan documents.
(10) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with
the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
(C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
(11) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or
expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by
the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
(12) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer's
funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.
(13) Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the
Servicer, or such other number of days specified in the transaction agreements.
(14) Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the transaction
agreements.
(15) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is
maintained as set forth in the transaction agreements.
The following shall be added as Exhibit 17 to the Servicing Agreement:
EXHIBIT 17
SUMMARY OF APPLICABLE REGULATION AB REQUIREMENTS
NOTE: This Exhibit 17 is provided for convenience of reference only. In the event of a conflict or inconsistency between the terms
of this Exhibit 17 and the text of Regulation AB, the text of Regulation AB, its adopting release and other public statements of the
SEC shall control.
Item 1105(a)(1)-(3) and (c)
-Provide static pool information with respect to mortgage loans that were originated or purchased by the Company and which
are of the same type as the Mortgage Loans.
-Provide static pool information regarding delinquencies, cumulative losses and prepayments for prior securitized pools of
the Company.
-If the Company has less than 3 years experience securitizing assets of the same type as the Mortgage Loans, provide the
static pool information by vintage origination years regarding loans originated or purchased by the Company, instead of by prior
securitized pool. A vintage origination year represents mortgage loans originated during the same year.
-Such static pool information shall be for the prior five years, or for so long as the Company has been originating or
purchasing (in the case of data by vintage origination year) or securitizing (in the case of data by prior securitized pools) such
mortgage loans if for less than five years.
-The static pool information for each vintage origination year or prior securitized pool, as applicable, shall be presented
in monthly increments over the life of the mortgage loans included in the vintage origination year or prior securitized pool.
-Provide summary information for the original characteristics of the prior securitized pools or vintage origination years,
as applicable and material, including: number of pool assets, original pool balance, weighted average initial loan balance, weighted
average mortgage rate, weighted average and minimum and maximum FICO, product type, loan purpose, weighted average and minimum and
maximum LTV, distribution of loans by mortgage rate, and geographic concentrations of 5% or more.
Item 1108(b) and (c)
Provide the following information with respect to each servicer that will service, including interim service, 20% or more of
the mortgage loans in any loan group in the securitization issued in the Securitization Transaction:
-a description of the Company's form of organization;
-a description of how long the Company has been servicing residential mortgage loans; a general discussion of the Company's
experience in servicing assets of any type as well as a more detailed discussion of the Company's experience in, and procedures for
the servicing function it will perform under this Agreement and any Reconstitution Agreements; information regarding the size,
composition and growth of the Company's portfolio of mortgage loans of the type similar to the Mortgage Loans and information on
factors related to the Company that may be material to any analysis of the servicing of the Mortgage Loans or the related
asset-backed securities, as applicable, including whether any default or servicing related performance trigger has occurred as to any
other securitization due to any act or failure to act of the Company, whether any material noncompliance with applicable servicing
criteria as to any other securitization has been disclosed or reported by the Company, and the extent of outsourcing the Company uses;
-a description of any material changes to the Company's policies or procedures in the servicing function it will perform
under this Agreement and any Reconstitution Agreements for mortgage loans of the type similar to the Mortgage Loans during the past
three years;
-information regarding the Company's financial condition to the extent that there is a material risk that the effect on one
or more aspects of servicing resulting from such financial condition could have a material impact on the performance of the
securities issued in the Securitization Transaction, or on servicing of mortgage loans of the same asset type as the Mortgage Loans;
-any special or unique factors involved in servicing loans of the same type as the Mortgage Loans, and the Company's
processes and procedures designed to address such factors;
-statistical information regarding principal and interest advances made by the Company on the Mortgage Loans and the
Company's overall servicing portfolio for the past three years; and
-the Company's process for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of REO
Properties, foreclosure, sale of the Mortgage Loans or workouts.
Item 1110(a)
-Identify any originator or group of affiliated originators that originated, or is expected to originate, 10% or more of the
mortgage loans in any loan group in the securitization issued in the Securitization Transaction.
Item 1110(b)
Provide the following information with respect to any originator or group of affiliated originators that originated, or is
expected to originate, 20% or more of the mortgage loans in any loan group in the securitization issued in the Securitization
Transaction:
-the Company's form of organization; and
-a description of the Company's origination program and how long the Company has been engaged in originating residential
mortgage loans, which description must include a discussion of the Company's experience in originating mortgage loans of the same
type as the Mortgage Loans and information regarding the size and composition of the Company's origination portfolio as well as
information that may be material to an analysis of the performance of the Mortgage Loans, such as the Company's credit-granting or
underwriting criteria for mortgage loans of the same type as the Mortgage Loans.
Item 1117
-describe any legal proceedings pending against the Company or against any of its property, including any proceedings known
to be contemplated by governmental authorities, that may be material to the holders of the securities issued in the Securitization
Transaction.
Item 1119(a)
-describe any affiliations of the Company, each other originator of the Mortgage Loans and each Subservicer with the
sponsor, depositor, issuing entity, trustee, any originator, any other servicer, any significant obligor, enhancement or support
provider or any other material parties related to the Securitization Transaction.
Item 1119(b)
-describe any business relationship, agreement, arrangement, transaction or understanding entered into outside of the
ordinary course of business or on terms other than those obtained in an arm's length transaction with an unrelated third party, apart
from the Securitization Transaction, between the Company, each other originator of the Mortgage Loans and each Subservicer, or their
respective affiliates, and the sponsor, depositor or issuing entity or their respective affiliates, that exists currently or has
existed during the past two years, that may be material to the understanding of an investor in the securities issued in the
Securitization Transaction.
Item 1119(c)
-describe any business relationship, agreement, arrangement, transaction or understanding involving or relating to the
Mortgage Loans or the Securitization Transaction, including the material terms and approximate dollar amount involved, between the
Company, each other originator of the Mortgage Loans and each Subservicer, or their respective affiliates and the sponsor, depositor
or issuing entity or their respective affiliates, that exists currently or has existed during the past two years.
The following shall be added as Exhibit 18 to the Servicing Agreement:
EXHIBIT 18
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [Name of Subservicer] shall address, at a minimum, the criteria identified
as below as "Applicable Servicing Criteria":
--------------------------------------------------------------------------------------------- -----------------------
Applicable Servicing
Servicing Criteria Criteria
--------------------------------------------------------------------------------------------- -----------------------
Reference Criteria
----------------------- --------------------------------------------------------------------- -----------------------
General Servicing Considerations
----------------------- -----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance X
or other triggers and events of default in accordance with the
transaction agreements.
----------------------- -----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
----------------------- -----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
----------------------- -----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the X
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
----------------------- -----------------------
Cash Collection and Administration
----------------------- -----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to X
an investor are made only by authorized personnel.
----------------------- -----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows X
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
----------------------- -----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with X
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
----------------------- -----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured X
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
----------------------- -----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X
access.
----------------------- -----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all X
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
----------------------- -----------------------
Investor Remittances and Reporting
----------------------- -----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the X
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
----------------------- -----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance X
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
----------------------- -----------------------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of X
1122(d)(3)(iii) days specified in the transaction agreements.
----------------------- -----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank X
1122(d)(3)(iv) statements.
----------------------- -----------------------
Pool Asset Administration X
----------------------- -----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required X
by the transaction agreements or related mortgage loan documents.
----------------------- -----------------------
Mortgage loan and related documents are safeguarded as required by X
1122(d)(4)(ii) the transaction agreements
----------------------- -----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are X
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in X
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
----------------------- -----------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the X
Servicer's records with respect to an obligor's unpaid principal
balance.
----------------------- -----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's X
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
----------------------- -----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
----------------------- -----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the X
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
----------------------- -----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans X
with variable rates are computed based on the related mortgage loan
documents.
----------------------- -----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow X
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance X
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be X
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
----------------------- -----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction X
1122(d)(4)(xiii) agreements.
----------------------- -----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are X
recognized and recorded in accordance with the transaction
agreements.
----------------------- -----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained X
1122(d)(4)(xv) as set forth in the transaction agreements.
----------------------- -----------------------
---------------------------------------------------------------------
----------------------- --------------------------------------------------------------------- -----------------------
Miscellaneous
37. Notwithstanding anything to the contrary contained herein or in the Servicing Agreement, Company acknowledges that the
Mortgage Loans may be part of a REMIC and hereby agrees that in no event will it service the Mortgage Loans in a manner that would
(i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited
to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code). It is the intention of EMC and Company that this Recognition Agreement shall be binding upon and
for the benefit of the respective successors and assigns of the parties hereto.
38. All demands, notices and communications related to the Mortgage Loans and this Recognition Agreement shall be in writing and
shall be deemed to have been duly given if personally delivered or mailed by registered mail, postage prepaid, as follows:
a. In the case of Company,
PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation)
3000 Leadenhall Road
Mail Stop: SVMP
Mt. Laurel, New Jersey08054
Attention: Bill Fricke
c. In the case of EMC,
EMC Mortgage Corporation
MacArthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ralene Ruyle
Telecopy: (972) 444-2810
39. Each party will pay any commissions it has incurred and the reasonable fees of its attorneys in connection with the
negotiations for, documenting of and closing of the transactions contemplated by this Recognition Agreement.
40. This Recognition Agreement shall be construed in accordance with the laws of the State of New York, without regard to
conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
41. No term or provision of this Recognition Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.
42. This Recognition Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into
which Company or EMC may be merged or consolidated shall, without the requirement for any further writing, be deemed Company or EMC,
respectively, hereunder.
43. This Recognition Agreement shall survive the conveyances of the Mortgage Loans and the assignment of the Servicing Agreement
and this Recognition Agreement and the Mortgage Loans by EMC to the Trustee as contemplated in this Recognition Agreement and the AAR
Agreement.
44. This Recognition Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to
be an original and all such counterparts shall constitute one and the same instrument.
45. In the event that any provision of this Recognition Agreement conflicts with any provision of the Servicing Agreement with
respect to the Mortgage Loans, the terms of this Recognition Agreement shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Recognition Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
By:_______________________________
Name:______________________________
Title:_____________________________
PHH MORTGAGE CORPORATION
By:_______________________________
Name:______________________________
Title:_____________________________
EXHIBIT I-8
RECOGNITION AGREEMENT
This is a Recognition Agreement (this "Recognition Agreement") made as of April 1, 2006, between EMC Mortgage Corporation
(the "EMC") and Morgan Stanley Credit Corporation (the "Company").
WHEREAS, the mortgage loans identified on Attachment 1 hereto (the "Mortgage Loans") were acquired by EMC through the
exercise of an optional redemption right held by EMC in connection with the Bear Stearns ARM Trust 2002-11, Mortgage Pass-Through
Certificates, Series 2002-11; and
WHEREAS, the Company agreed to service the Mortgage Loans in accordance with the terms and conditions of that certain
Purchase, Warranties and Servicing Agreement, dated as of June 26, 2002, between the Company and EMC, as amended by Amendment Number
1 to the Purchase, Warranties and Servicing Agreement, dated as of April 28, 2006 (as amended, the "PWS Agreement").
In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Mortgage Loans shall be subject to the
terms of this Recognition Agreement. Any capitalized term used and not otherwise defined herein shall have the meaning assigned to
such term in the PWS Agreement.
Recognition of EMC
46. From and after the date hereof, the Company shall recognize EMC as owner of the Mortgage Loans and will service the Mortgage
Loans for EMC pursuant to the terms of the PWS Agreement (as modified herein) as if EMC and the Company had entered into a separate
servicing agreement for the servicing of the Mortgage Loans in the form of the PWS Agreement (as modified herein), the terms of which
are incorporated herein by reference.
Assignment of Mortgage Loans and Recognition Agreement to Trustee
47. The Company hereby acknowledges that EMC will assign certain of the Mortgage Loans and the PWS Agreement to JPMorgan Chase
Bank, National Association, as trustee for the holders of Bear Stearns Alt-A Trust, Mortgage Pass-Through Certificates, Series 2006-3
(the "Trustee"), on April 28, 2006 pursuant to that certain Assignment, Assumption and Recognition Agreement, dated as of April 28,2006 (the "AAR Agreement") among EMC, the Trustee and the Company. Company hereby acknowledges and consents to the assignment by EMC
to the Trustee of all of EMC's rights against Company pursuant to this Recognition Agreement and to the enforcement or exercise of
any right or remedy against Company pursuant to this Recognition Agreement by the Trustee, to the extent such rights and remedies
pertain to such Mortgage Loans. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the
right or remedy had been enforced or exercised by EMC directly. Notwithstanding anything in this Recognition Agreement to the
contrary, Company acknowledges and agrees that its obligation to service the Mortgage Loans affected by this Recognition Agreement is
not conditional upon EMC's subsequent assignment of the Mortgage Loans to the Trustee.
Representations, Warranties and Covenants
48. EMC warrants and represents to Company as of the date hereof:
j. EMC is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its
formation and has full power and authority to execute, deliver and perform its obligations under this
Recognition Agreement, and to consummate the transactions set forth herein. The consummation of the
transactions contemplated by this Recognition Agreement is in the ordinary course of EMC's business and
will not conflict with, or result in a breach of, any of the terms, conditions or provisions of EMC's
charter or by-laws or any legal restriction, or any material agreement or instrument to which EMC is now a
party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or
decree to which EMC or its property is subject. The execution, delivery and performance by EMC of this
Recognition Agreement and the consummation by it of the transactions contemplated hereby, have been duly
authorized by all necessary action on the part of EMC. This Recognition Agreement has been duly executed
and delivered by EMC and, upon the due authorization, execution and delivery by Company, will constitute
the valid and legally binding obligation of EMC enforceable against EMC in accordance with its terms except
as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law; and
k. No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by EMC in connection with the execution, delivery or performance
by EMC of this Recognition Agreement, or the consummation by it of the transactions contemplated hereby.
49. Company warrants and represents to, and covenants with, EMC as of the date hereof:
• Attached hereto as Attachment 2 is a true and accurate copy of the PWS Agreement;
109
• Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to service the Mortgage Loans and otherwise to perform its
obligations under the PWS Agreement and this Recognition Agreement;
• Company has full corporate power and authority to execute, deliver and perform its obligations under this Recognition
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions
contemplated by this Recognition Agreement is in the ordinary course of Company's business and will not
conflict with, or result in a breach of, any of the terms, conditions or provisions of Company's articles
of incorporation or any legal restriction, or any material agreement or instrument to which Company is now
a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment
or decree to which Company or its property is subject. The execution, delivery and performance by Company
of this Recognition Agreement and the consummation by it of the transactions contemplated hereby, have been
duly authorized by all necessary corporate action on the part of Company. This Recognition Agreement has
been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by
EMC, will constitute the valid and legally binding obligation of Company, enforceable against Company in
accordance with its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights
generally, and by general principles of equity regardless of whether enforceability is considered in a
proceeding in equity or at law; and
• No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Company in connection with the execution, delivery or performance by
Company of this Recognition Agreement, or the consummation by it of the transactions contemplated hereby.
Modification of the PWS Agreement
50. The Company and Assignor hereby amend the PWS Agreement as follows:
The following definitions are added to Section 1.01:
Due Period: The period commencing on the first day of the month preceding the month in which the Remittance Date occurs
and ending at the close of business on the last day of the month preceding the month in which the Remittance Date occurs.
110
Master Servicer: Wells Fargo Bank, National Association.
Trustee: JPMorgan Chase Bank, National Association, as trustee for Bear Stearns ALT-A Trust 2006-3, Mortgage Pass Through
Certificates, Series 2006-3.
The definition of "Eligible Account" is deleted in its entirety and replaced with the following:
"Eligible Account: Any of (i) an account or accounts maintained with a federal or state chartered depository
institution or trust company, the long-term unsecured debt obligations and short-term unsecured debt obligations of such depository
institution or trust company are rated by each Rating Agency in one of its two highest long-term and its highest short-term rating
categories respectively, at the time any amounts are held on deposit therein, or (ii) an account or accounts in a depository
institution or trust company in which such accounts are insured by the FDIC (to the limits established by the FDIC) and the uninsured
deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trustee and to
each Rating Agency, the Certificateholders have a claim with respect to the funds in such account or a perfected first priority
security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository institution or trust company in which such account is maintained, or
(iii) a trust account or accounts maintained with the corporate trust department of a federal or state chartered depository
institution or trust company having capital and surplus of not less than $50,000,000, acting in its fiduciary capacity or (iv) any
other account acceptable to the Rating Agencies; provided, however, with respect to subpart (i) above, if Moody's Investors Services,
Inc. is not defined as a Rating Agency under the Pooling Agreement, in the case of a depository institution or trust company that is
the principal subsidiary of a holding company, the ratings requirements of such subpart (i) can be satisfied by measuring the ratings
of the debt obligations of the holding company rather than those of the depository institution or trust company. Eligible Accounts
may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee."
Section 4.01 is hereby modified by adding the following three paragraphs directly after the fifth paragraph of such Section:
"Notwithstanding anything in this Agreement to the contrary, the Seller shall not (unless the Mortgagor is
in default with respect to the Mortgage Loan or such default is, in the judgment of the Seller, reasonably
foreseeable) make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would both
(i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations
promulgated thereunder) and (ii) cause the Trust Fund to fail to qualify as a REMIC under the Code or the imposition
of any tax on "prohibited transactions" or "contributions" after the startup date under the REMIC Provisions.
111
Prior to taking any action with respect to the Mortgage Loans which is not contemplated under the terms of
this Agreement, the Seller will obtain, at the expense of the Assignee, an Opinion of Counsel acceptable to the
Trustee with respect to whether such action could result in the imposition of a tax upon the REMIC (including but
not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event"),
and the Seller shall not take any such action or cause the Trust Fund to take any such action as to which it has
been advised that an Adverse REMIC Event could occur.
The Seller shall not permit the creation of any "interests" (within the meaning of Section 860G of the
Code) in the REMIC. The Seller shall not enter into any arrangement by which the REMIC will receive a fee or other
compensation for services nor permit the REMIC to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code."
Section 4.05 is hereby modified by deleting the word "and" at the end of clause (vii), renumbering clause (viii) as clause
"(ix)" and inserting the following as clause (viii):
"(viii) To reimburse itself for nonrecoverable Monthly Advances and Servicing Advances; and"
Section 10.01 of the PWS Agreement is hereby modified by deleting clause (iii) therein and renumbering clause (iv) as clause
(iii).
Section 10.02 of the PWS Agreement is hereby deleted in its entirety.
Miscellaneous
51. Notwithstanding anything to the contrary contained herein or in the PWS Agreement, Company acknowledges that the Mortgage
Loans may be part of a REMIC or multiple REMICs and hereby agrees that in no event will it service the Mortgage Loans in a manner
that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any such intended REMIC
(including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of EMC and Company that this Recognition
Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto.
52. All demands, notices and communications related to the Mortgage Loans and this Recognition Agreement shall be in writing and
shall be deemed to have been duly given if personally delivered or mailed by registered mail, postage prepaid, as follows:
112
a. In the case of Company,
Morgan Stanley Credit Corporation
2500 Lake Cook Road
Riverwoods, Illinois60015
Attention: Vice President, Secondary Marketing
Telecopier No.: (224) 405-4733
with a copy to:
Morgan Stanley Credit Corporation
2500 Lake Cook Road
Riverwoods, Illinois60015
Attention: Law Division
Telecopier No.: (224) 405-3555
b. In the case of EMC,
EMC Mortgage Corporation
MacArthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ralene Ruyle
Telecopy: (972) 444-2810
53. Each party will pay any commissions it has incurred and the reasonable fees of its attorneys in connection with the
negotiations for, documenting of and closing of the transactions contemplated by this Recognition Agreement.
54. This Recognition Agreement shall be construed in accordance with the laws of the State of New York, without regard to
conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
55. No term or provision of this Recognition Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.
56. This Recognition Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into
which Company or EMC may be merged or consolidated shall, without the requirement for any further writing, be deemed Company or EMC,
respectively, hereunder.
113
57. This Recognition Agreement shall survive the conveyances of the Mortgage Loans and the assignment of the PWS Agreement and
this Recognition Agreement and the Mortgage Loans by EMC to the Trustee as contemplated in this Recognition Agreement and the AAR
Agreement.
58. This Recognition Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to
be an original and all such counterparts shall constitute one and the same instrument.
59. In the event that any provision of this Recognition Agreement conflicts with any provision of the PWS Agreement with respect
to the Mortgage Loans, the terms of this Recognition Agreement shall control.
114
IN WITNESS WHEREOF, the parties hereto have executed this Recognition Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
By:____________________________________
Name:__________________________________
Title:_________________________________
MORGAN STANLEY CREDIT CORPORATION
By:____________________________________
Name:__________________________________
Title:_________________________________
115
ATTACHMENT 1
MORTGAGE LOANS
(Available upon request)
116
ATTACHMENT 2
PWS AGREEMENT
(Available upon request)
117
EXHIBIT I-9
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of April 28, 2006 (the "ClosingDate"), among EMC Mortgage Corporation (the "Assignor"), U.S. Bank National Association, not in its individual capacity but solely as
trustee for the holders of Bear Steams ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 (the "Assignee") and
Bank of America, National Association (the "Company").
Whereas, pursuant to the Recognition Agreement dated as of April 1, 2006, between the Assignor and the Company (the
"Recognition Agreement), the Company has agreed to service certain residential mortgage loans (the "Assigned Loans") for the Assignor
as owner of the Assigned Loans, in accordance with the terms and conditions of the Amended and Restated Flow Mortgage Loan Sale and
Servicing Agreement, dated April 1, 2005, as modified in (a) the Regulation AB Compliance Addendum to Amended and Restated Flow
Mortgage Loan Sale and Servicing Agreement (the "Reg AB Addendum"), dated December 21, 2005, between the Assignor and the Company and
(b) the Recognition Agreement (as modified, the "Servicing Agreement").
In consideration of the mutual promises contained herein the parties hereto agree that the Assigned Loans now serviced by
the Company for Assignor and the Assignor's right to have the Assigned Loans serviced for the Assignor by the Company under the
Recognition Agreement shall be subject to the terms of this AAR Agreement. Capitalized terms used herein but not defined shall have
the meanings ascribed to them in the Servicing Agreement.
Assignment and Assumption
The Assignor hereby grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor in
the Assigned Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to and under the Recognition
Agreement. Notwithstanding anything to the contrary contained herein, the Assignor specifically reserves and does not assign to the
Assignee any right, title and interest in, to or under the representations and warranties contained in Subsection 7.01 and Subsection
7.02 of the Servicing Agreement and the Assignor is retaining the right to enforce the representations and warranties set forth in
those sections against the Company. The Assignor specifically reserves and does not assign to the Assignee any right, title and
interest in, to or under any Mortgage Loans subject to the Recognition Agreement other than those set forth on Attachment 1.
Representations, Warranties and Covenants
The Assignor warrants and represents to the Assignee and the Company as of the date hereof:
Attached hereto as Attachment 2 is a true and accurate copy of the Recognition Agreement, which agreement is in full
force and effect as of the date hereof and the provisions of which have not been waived, amended or
modified in any respect, nor has any notice of termination been given thereunder;
118
The Assignor was the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and
all of its interests, rights and obligations under the Recognition Agreement as they relate to the Assigned
Loans, free and clear from any and all claims and encumbrances; and upon the transfer of the Assigned Loans
to the Assignee as contemplated herein, the Assignee shall have good title to each and every Assigned Loan,
as well as any and all of the Assignee's interests, rights and obligations under the Recognition Agreement
as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;
There are no offsets, counterclaims or other defenses available to the Company with respect to the Assigned Loans or
the Recognition Agreement;
The Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any
Assigned Loan;
The Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;
The Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions
contemplated by this AAR Agreement is in the ordinary course of the Assignor's business and will not
conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignor's
charter or by-laws or any legal restriction, or any material agreement or instrument to which the Assignor
is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Assignor or its property is subject. The execution, delivery and
performance by the Assignor of this AAR Agreement and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action on the part of the
Assignor. This AAR Agreement has been duly executed and delivered by the Assignor and, upon the due
authorization, execution and delivery by the Assignee and the Company, will constitute the valid and
legally binding obligation of the Assignor enforceable against the Assignor in accordance with its terms
except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles
of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by the Assignor in connection with the execution, delivery or
performance by the Assignor of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby. Neither the Assignor nor anyone acting on its behalf has offered, transferred,
pledged, sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or
solicited any offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any
interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or
any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means
of general advertising or in any other manner, or taken any other action which would constitute a
distribution of the Assigned Loans under the Securities Act of 1933, as amended (the "1933 Act") or which
would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or require
registration pursuant thereto;
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The Assignor has received from the Company, and has delivered to the Assignee, all documents required to be
delivered to the Assignor by the Company prior to the date hereof pursuant to the Recognition Agreement
with respect to the Assigned Loans and has not received, and has not requested from the Company, any
additional documents; and
No event has occurred from the Closing Date to the date hereof which would render the representations and warranties
as to the related Assigned Loans made by the Company in the Recognition Agreement to be untrue in any
material respect;
The Assignee warrants and represents to, and covenants with, the Assignor and the Company as of the date hereof:
The Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization and has all requisite power and authority to hold the Assigned Loans on behalf of the holders
of Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-3;
The Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions
contemplated by this AAR Agreement is in the ordinary course of the Assignee's business and will not
conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee's
charter or by-laws or any legal restriction, or any material agreement or instrument to which the Assignee
is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Assignee or its property is subject. The execution, delivery and
performance by the Assignee of this AAR Agreement and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action on part of the Assignee.
This AAR Agreement has been duly executed and delivered by the Assignee and, upon the due authorization,
execution and delivery by the Assignor and the Company, will constitute the valid and legally binding
obligation of the Assignee enforceable against the Assignee in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights generally, and by general principles of equity
regardless of whether enforceability is considered in a proceeding in equity or at law;
120
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by the Assignee in connection with the execution, delivery or
performance by the Assignee of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby; and
The Assignee assumes for the benefit of each of the Assignor and the Company all of the Assignor's rights as
"Purchaser" thereunder but solely with respect to such Assigned Loans.
The Company warrants and represents to, and covenant with, the Assignor and the Assignee as of the date hereof:
Attached hereto as Attachment 2 is a true and accurate copy of the Recognition Agreement, which agreement is in full
force and effect as of the date hereof and the provisions of which have not been waived, amended or
modified in any respect, nor has any notice of termination been given to the Company thereunder;
The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization, and has all requisite power and authority to service the Assigned Loans and otherwise to
perform its obligations under the Recognition Agreement;
The Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR
Agreement, and to consummate the transactions set forth herein. The consummation of the transactions
contemplated by this AAR Agreement is in the ordinary course of the Company's business and will not
conflict with, or result in a breach of, any of the terms, conditions or provisions of the Company's
articles of association or by-laws or any legal restriction, or any material agreement or instrument to
which the Company is now a party or by which it is bound, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Company or its property is subject. The execution,
delivery and performance by the Company of this AAR Agreement and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part
of the Company. This AAR Agreement has been duly executed and delivered by the Company, and, upon the due
authorization, execution and delivery by the Assignor and the Assignee, will constitute the valid and
legally binding obligation of the Company, enforceable against the Company in accordance with its terms
except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles
of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
121
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by the Company in connection with the execution, delivery or
performance by the Company of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby, except such as has been obtained, effected or taken prior to the date hereof;
The Company shall establish a Custodial Account and an Escrow Account under the Recognition Agreement in favor of
the Assignee with respect to the Assigned Loans separate from the Custodial Account and Escrow Account
previously established under the Recognition Agreement in favor of the Assignor; and
No certification, statement, report or other agreement, document or instrument furnished or to be furnished by the
Company pursuant to this AAR Agreement contains or will contain any materially untrue statement of fact or
omits or will omit to state a fact necessary to make the statements contained therein not misleading.
The Company hereby restates the representations and warranties set forth in Section 2.02 of the Reg AB Addendum as of the
date hereof.
Notwithstanding anything to the contrary in the Servicing Agreement or the Reg AB Addendum, the Company shall (or shall
cause any Third-Party Originator to) (i) immediately notify Assignor and SAMI II in writing of (A) legal proceedings pending against
the Company, or proceedings known to be contemplated by governmental authorities against the Company which in the judgment of the
Company would be, in each case, material to purchasers of securities backed by the Assigned Loans and (B) any affiliations or
relationships of the type described in Item 1119(b) of Regulation AB that develop following the date hereof between the Company and
any of the above listed parties or other parties identified in writing by the Assignor or SAMI II with respect to the Securitization
Transaction and (ii) provide to the Assignor and SAMI II a description of such proceedings, affiliations or relationships.
Each notice/update regarding Regulation AB should be sent to the Assignor by e-mail to regABnotifications@bear.com.
Additionally, all such notifications, other than those pursuant to (i)(A) above, should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
with copies to:
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Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Notifications pursuant to (i)(A) above should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
with a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
The Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns) harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that
the Assignee (and its successors and assigns) may sustain in any way related to any breach of the representations or warranties of
the Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.
Recognition of the Assignee
From and after the date hereof, the Company shall recognize the Assignee as owner of the Assigned Loans, and acknowledges
that the Assigned Loans will be part of a REMIC, and will service the Assigned Loans in accordance with the Servicing Agreement but
in no event in a manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon
any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax
on contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of the Assignor, the Company and the
Assignee that this AAR Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties
hereto. Neither the Company nor the Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of the terms or
provisions of the Recognition Agreement or the Servicing Agreement which amendment, modification, waiver or other alteration would in
any way affect the Assigned Loans without the prior written consent of the Assignee.
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Notwithstanding any term hereof to the contrary, it is expressly understood and agreed by the parties hereto that (i) this
AAR Agreement is acknowledged and accepted by the Assignee not individually or personally but solely as Assignee for the Trust in the
exercise of the powers and authority conferred and vested in it under the Pooling and Servicing Agreement (the "Pooling and ServicingAgreement"), dated as of April 1, 2006, among Structured Asset Mortgage Investments II Inc. ("SAMI II"), the Assignor, the Assignee,
and Wells Fargo Bank, National Association, as master servicer (the "Master Servicer") and as securities administrator, (ii) each of
the representations, undertakings and agreements herein made on behalf of the Trust is made and intended not as personal
representations, undertakings and agreements of the Assignee but is made and intended for the purpose of binding only the Trust and
(iii) under no circumstances shall the Assignee be personally liable for the payment of any indebtedness or expenses of the Assignee
or the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the
Assignee, the Assignor or the Trust under the Servicing Agreement or the Pooling and Servicing Agreement. Any recourse against the
Assignee in respect of any obligations it may have under or pursuant to the terms of this AAR Agreement shall be limited solely to
the assets it may hold as trustee of Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3.
Miscellaneous
All demands, notices and communications related to the Assigned Loans, the Recognition Agreement and this AAR Agreement
shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage
prepaid, as follows:
In the case of the Company,
Bank of America, NATIONAL ASSOCIATION
201 North Tryon Street
Charlotte, North Carolina28255
Attention: Secondary Marketing Manager
In the case of the Assignor,
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ralene Ruyle
Telecopier No.: (972) 444-2810
With a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York10179
Attention: Michelle Sterling
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In the case of the Securities Administrator,
Wells Fargo Bank, National Association
P.O. Box 98
Columbia, Maryland21046
or, if by overnight delivery to:
9062 Old Annapolis Road
Columbia, Maryland21045,
Attention: BSALTA 2006-3
Telecopier No.: (410) 715-2380
In the case of the Assignee,
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston, MA02110
Attention: Maryellen Hunter
Telecopier No.: (617) 603-640
Each party will pay any commissions it has incurred and the Assignor shall pay the fees of its attorneys and the reasonable
fees of the attorneys of the Assignee and the Company in connection with the negotiations for, documenting of and closing of the
transactions contemplated by this AAR Agreement.
This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of
law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in writing and
signed by the party against whom such waiver or modification is sought to be enforced.
This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which
the Assignor, the Assignee, the Company or SAMI II may be merged or consolidated shall, without the requirement for any further
writing, be deemed the Assignor, the Assignee, the Company or SAMI II, respectively, hereunder.
This AAR Agreement shall survive the conveyance of the Assigned Loans and the assignment of the Recognition Agreement to the
extent of the Assigned Loans by the Assignor to the Assignee and the termination of the Recognition Agreement.
This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an
original and all such counterparts shall constitute one and the same instrument.
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In the event that any provision of this AAR Agreement conflicts with any provision of the Recognition Agreement with respect
to the Assigned Loans, the terms of this AAR Agreement shall control.
The Company hereby acknowledges that Wells Fargo Bank, National Association has been appointed as the Master Servicer of the
Mortgage Loans pursuant to the Pooling and Servicing Agreement and that the Master Servicer has the right to enforce all obligations
of the Company under the Recognition Agreement and the Servicing Agreement with respect to the servicing of the Assigned Loans. The
Company shall make all distributions under the Recognition Agreement to the Master Servicer by wire transfer of immediately available
funds to:
Bear Stearns BSALTA 2006-3 Master Servicer Collection Account
Wells Fargo Bank, National Association
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
For Further Credit to: BSALTA 2006-3, Account #50915000.
and the Company shall deliver all reports required to be delivered under the Recognition Agreement to the Assignee at the
address set forth in Section 10 herein and to the Master Servicer at:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2006-3
Telecopy No.: (410) 715-2380
126
IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION,
Assignor
By:_____________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
not individually but solely as trustee for the holders of Bear Stearns
ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3,
Assignee
By:_____________________________________
Name:
Title:
BANK OF AMERICA, NATIONAL ASSOCIATION,
Company
By:_____________________________________
Name:
Title:
ACKNOWLEDGED:
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:_____________________________________
Name:
Title:
EXHIBIT I-10
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of April 28, 2006, among EMC
Mortgage Corporation (the "Assignor"), U.S. Bank National Association, not in its individual capacity but solely as trustee for the
holders of Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 (the "Assignee") and Chase Home Finance
LLC (the "Company").
Whereas, pursuant to the Recognition Agreement, dated as of April 1, 2006, between the Assignor and the Company (the
"Recognition Agreement"), the Company (as successor in interest to The Chase Manhattan Bank, Chase Mortgage Holdings, Inc., Chase
Manhattan Bank U.S.A., N.A. and Chase Manhattan Mortgage Corporation) agreed to service the mortgage loans listed on Attachment 1
annexed hereto (the "Assigned Loans") in accordance with the terms and conditions of the Purchase, Warranties and Servicing
Agreement, dated as of September 1, 1999, as amended by Amendment No. 1, dated as of April 28, 2006 (as amended, the "ServicingAgreement" and together with the Recognition Agreement, the "Agreements"), between the Company and Assignor.
In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto also agree that the Assigned Loans shall be subject to
the terms of this AAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the
Servicing Agreement.
Assignment and Assumption
1. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor in the Assigned
Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to and under the Agreements. Assignor
specifically reserves and does not assign to Assignee any right, title and interest in, to or under any mortgage loans subject to the
Agreements other than those set forth on Attachment 1.
Representations, Warranties and Covenants
2. Assignor warrants and represents to Assignee and Company as of the date hereof:
a. Attached hereto as Attachment 2 are true and accurate copies of the Agreements, each of which is in full force and effect as
of the date hereof and the provisions of which have not been waived, amended or modified in any respect,
nor has any notice of termination been given thereunder;
b. Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its
interests, rights and obligations under the Agreements as they relate to the Assigned Loans, free and clear
from any and all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as
contemplated herein and in the Mortgage Loan Purchase Agreement dated as of April 28, 2006 between the
Assignor and Structured Asset Mortgage Investments II Inc. ("SAMI II"), Assignee shall have good title to
each and every Assigned Loan, as well as any and all of Assignor's interests and rights under the
Agreements as they relate to the Assigned Loans, free and clear of any and all liens, claims and
encumbrances;
c. There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the
Agreements;
d. Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;
e. Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to acquire, own and sell the Assigned Loans;
f. Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by
this AAR Agreement is in the ordinary course of Assignor's business and will not conflict with, or result
in a breach of, any of the terms, conditions or provisions of Assignor's charter or by-laws or any legal
restriction, or any material agreement or instrument to which Assignor is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor
or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and
the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Assignor. This AAR Agreement has been duly executed and delivered by Assignor
and, upon the due authorization, execution and delivery by Assignee and Company, will constitute the valid
and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except
as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law; and
g. No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignor in connection with the execution, delivery or performance by
Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby. Neither
Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of
the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans or
otherwise approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned
Loans with any Person in any manner, or made any general solicitation by means of general advertising or in
any other manner, or taken any other action which would constitute a distribution of the Assigned Loans
under the Securities Act of 1933, as amended (the "1933 Act") or which would render the disposition of the
Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto.
2
3. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
a. Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and
has all requisite power and authority to hold the Assigned Loans on behalf of the holders of Bear Stearns
ALT-A Trust 2006-3, Mortgage Pass-Through Certificates Series 2006-3;
b. Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by
this AAR Agreement is in the ordinary course of Assignee's business and will not conflict with, or result
in a breach of, any of the terms, conditions or provisions of Assignee's charter or by-laws or any legal
restriction, or any material agreement or instrument to which Assignee is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee
or its property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and
the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Assignee. This AAR Agreement has been duly executed and delivered by Assignee
and, upon the due authorization, execution and delivery by Assignor and Company, will constitute the valid
and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except
as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
c. No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignee in connection with the execution, delivery or performance by
Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and
3
d. The Assignee assumes for the benefit of each of Assignor and Company all of Assignor's rights under the Agreements but
solely with respect to such Assigned Loans.
4. Company warrants and represents to, and covenants with, Assignor and Assignee as of the date hereof:
a. Attached hereto as Attachment 2 are true and accurate copies of the Agreements, each of which is in full force and effect as
of the date hereof and the provisions of which have not been waived, amended or modified in any respect,
nor has any notice of termination been given thereunder;
b. Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to service the Assigned Loans and otherwise to perform its
obligations under the Agreements;
c. Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and
to consummate the transactions set forth herein. The consummation of the transactions contemplated by this
AAR Agreement is in the ordinary course of Company's business and will not conflict with, or result in a
breach of, any of the terms, conditions or provisions of Company's articles of incorporation or any legal
restriction, or any material agreement or instrument to which Company is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company
or its property is subject. The execution, delivery and performance by Company of this AAR Agreement and
the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Company. This AAR Agreement has been duly executed and delivered by Company,
and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid
and legally binding obligation of Company, enforceable against Company in accordance with its terms except
as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
d. No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Company in connection with the execution, delivery or performance by
Company of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;
4
e. Company shall establish a Custodial Account titled Chase Home Finance LLC, in trust for U.S. Bank National Association, as
Trustee for Bear Stearns ALT-A Trust 2006-3, and an Escrow Account titled Chase Home Finance LLC, in trust
for U.S. Bank National Association, as Trustee for Bear Stearns ALT-A Trust 2006-3, and Various Mortgagors,
under the Servicing Agreement in favor of Assignee with respect to the Assigned Loans separate from the
Custodial Account and Escrow Account previously established under the Servicing Agreement in favor of
Assignor; and
5. Assignor hereby agrees to indemnify and hold the Assignee and the Company (and their respective successors and assigns)
harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other
costs, fees and expenses that Assignee and the Company (and their respective successors and assigns) may sustain in any way related
to any breach of the representations or warranties of Assignor set forth in this AAR Agreement or the breach of any covenant or
condition contained herein.
Recognition of Assignee
6. From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans, and acknowledges that the
Assigned Loans are intended to be part of a REMIC or multiple REMICs, and will service the Assigned Loans in accordance with the
Agreements and this AAR Agreement but in no event in a manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii)
result in the imposition of a tax upon any such intended REMIC (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). It is
the intention of Assignor, Company and Assignee that this AAR Agreement shall be binding upon and for the benefit of the respective
successors and assigns of the parties hereto. Neither Company nor Assignor shall amend or agree to amend, modify, waive, or
otherwise alter any of the terms or provisions of the Agreements, which amendment, modification, waiver or other alteration would in
any way affect the Assigned Loans without the prior written consent of Assignee.
Notwithstanding any term hereof to the contrary, it is expressly understood and agreed by the parties hereto that
(i) this AAR Agreement is acknowledged and accepted by the Assignee not individually or personally but solely as Assignee for the
Trust in the exercise of the powers and authority conferred and vested in it under the Pooling and Servicing Agreement (the "Poolingand Servicing Agreement"), dated as of April 1, 2006, among SAMI II, the Assignor, the Assignee, Wells Fargo Bank, National
Association, as master servicer (the "Master Servicer") and as securities administrator, (ii) each of the representations,
undertakings and agreements herein made on behalf of the Trust is made and intended not as personal representations, undertakings and
agreements of the Assignee but is made and intended for the purpose of binding only the Trust and (iii) under no circumstances shall
the Assignee be personally liable for the payment of any indebtedness or expenses of the Assignee or the Trust or be liable for the
breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Assignee, the Assignor or the
Trust under the Servicing Agreement or the Pooling and Servicing Agreement. Any recourse against the Assignee in respect of any
obligations it may have under or pursuant to the terms of this AAR Agreement shall be limited solely to the assets it may hold as
trustee of Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3.
5
Miscellaneous
7. All demands, notices and communications related to the Assigned Loans, the Servicing Agreement and this AAR
Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid, as follows:
a. In the case of Company,
Chase Home Finance LLC
194 Wood Avenue South
3rd Floor
Iselin, NJ08830
Attention: General Counsel
b. In the case of Assignor,
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ms. Ralene Ruyle
Telecopier No.: (972) 442-2810
c. In the case of the Securities Administrator,
Wells Fargo Bank,
National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2006-3
Telecopier No.: (410) 715-2380
d. In the case of Assignee,
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston, MA02110
Attention: Maryellen Hunter
Telecopier No.: (617) 603-6401
8. Each party will pay any commissions it has incurred and the Assignor shall pay the fees of its attorneys and the
reasonable fees of the attorneys of the Assignee and the Company in connection with the negotiations for, documenting of and closing
of the transactions contemplated by this AAR Agreement.
6
9. With respect to any disclosure document containing servicing information of the Company, the Assignor will directly
engage PricewaterhouseCoopers LLP ("Pricewaterhouse"), or any other accountants designated by the Company for such purpose, to
provide a comfort letter (which letter shall also include the Company as an addressee) regarding such servicing information and will
pay the related fee at the time of closing of the transaction directly to Pricewaterhouse or to such other accountant, as applicable.
10. This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to
conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
11. No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.
12. This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into
which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
13. This AAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Agreements to the
extent of the Assigned Loans by Assignor to Assignee and the termination of the Agreements.
14. This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed
to be an original and all such counterparts shall constitute one and the same instrument.
15. In the event that any provision of this AAR Agreement conflicts with any provision of the Agreements with respect to
the Assigned Loans, the terms of this AAR Agreement shall control.
16. The Company hereby acknowledges that Wells Fargo Bank, National Association (the "Master Servicer") has been
appointed as the master servicer of the Assigned Loans pursuant to the Pooling and Servicing Agreement and therefor has the right to
enforce all obligations of the Company, as they relate to the Assigned Loans, under the Agreements and this AAR Agreement. Such
rights will include, without limitation, the right to terminate the Servicer under the Servicing Agreement upon the occurrence of an
event of default thereunder, the right to receive all remittances required to be made by the Company under the Servicing Agreement,
the right to receive all monthly reports and other data required to be delivered by the Company under the Servicing Agreement, the
right to examine the books and records of the Company, indemnification rights, and the right to exercise certain rights of consent
and approval relating to actions taken by the Company. The Company shall make all distributions under the Agreements, as they relate
to the Assigned Loans, to the Master Servicer by wire transfer of immediately available funds to:
7
Wells Fargo Bank, National Association
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
For Further Credit to: BSALTA 2006-3, Account #50915000.
and the Company shall deliver all reports required to be delivered under the Agreements, as they relate to the Assigned Loans, to the
Assignee at the address set forth in Section 8d herein and to the Master Servicer at:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2006-3
Telecopier No.: (410) 715-2380
8
IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
Assignor
By:______________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
AS TRUSTEE
Assignee
By:______________________________________
Name:
Title:
CHASE HOME FINANCE LLC
Company
By:______________________________________
Name:
Title:
ACKNOWLEDGED:
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:______________________________________
Name:
Title:
9
12
EXHIBIT I-11
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment and Assumption Agreement"), dated April 28, 2006 among EMC
Mortgage Corporation, a Delaware corporation ("Assignor"), U.S. Bank National Association, not individually but solely as trustee for
the holders of Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 ("Assignee") and Chevy Chase Bank,
F.S.B. (the "Company").
Whereas, pursuant to the Recognition Agreement dated as of April 1, 2006, between the Assignor and the Company (the
"Recognition Agreement"), the Company has agreed to service certain residential mortgage loans listed on Exhibit A attached hereto
(the "Called Loans") for the Assignor as owner of the Mortgage Loans, in accordance with the terms and conditions of the Purchase,
Warranties and Servicing Agreement, dated as of July 1, 2001, as amended by Amendment No. 1, dated as of January 13, 2003, and
Amendment No. 2, dated as of January 31, 2006, by and between the Assignor and the Company with respect to the Mortgage Loans, as
modified in the Recognition Agreement (as amended and modified, the "PWS Agreement").
Whereas, the Assignor purchased mortgage loans from the Company listed on Exhibit B attached hereto (the "2006-3 Loans" and,
together with the Called Loans, the "Mortgage Loans") and the Company agrees to service the Mortgage Loans pursuant to the terms and
conditions of the PWS Agreement.
For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of
which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:
1. Defined terms used in this Assignment and Assumption Agreement and not otherwise defined herein shall have the meaning set
forth in the Pooling and Servicing Agreement (the "Pooling Agreement"), dated as of April 1, 2006, among Structured Asset Mortgage
Investments II Inc. ("SAMI II"), the Assignor, the Assignee, Wells Fargo Bank, National Association (the "Master Servicer") and Wells
Fargo Bank, National Association, as Securities Administrator.
2. The Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor, as
purchaser, in, to and under (a) the Mortgage Loans, (b) the Recognition Agreement and (c) the PWS Agreement. Notwithstanding
anything to the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title
and interest in, to or under the representations and warranties contained in Section 3.01 and Section 3.02 of the PWS Agreement, and
the Assignor is retaining the right to enforce the representations and warranties set forth in those sections against the Company.
The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in,
to and under and all obligations of the Assignor with respect to any mortgage loans subject to the PWS Agreement which are not the
Mortgage Loans set forth on Exhibit A or on Exhibit B attached hereto and are not the subject of this Assignment and Assumption
Agreement.
3
3. The Assignor warrants and represents to, and covenants with, the Assignee that:
a. The Assignor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans free from any and
all claims and encumbrances whatsoever; and upon the transfer of the Mortgage Loans to the Assignee as contemplated herein and in the
Mortgage Loan Purchase Agreement dated as of April 28, 2006 between the Assignor and SAMI II, the Assignee shall have good title to
each and every Mortgage Loan, as well as any and all of the Assignee's interests and rights under the Recognition Agreement and the
PWS Agreement as they relate to the Mortgage Loans, free and clear of any and all liens, claims and encumbrances;
b. The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to
the Company with respect to the PWS Agreement or the Mortgage Loans;
c. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the PWS
Agreement or the Mortgage Loans, including without limitation the transfer of the servicing obligations under the PWS Agreement. The
Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or
assignments of rights or obligations under or defaults under, the PWS Agreement or the Mortgage Loans; and
d. The Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to acquire, own and sell the Mortgage Loans;
e. The Assignor has full corporate power and authority to execute, deliver and perform its obligations under this Assignment
and Assumption Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by
this Assignment and Assumption Agreement is in the ordinary course of the Assignor's business and will not conflict with, or result
in a breach of, any of the terms, conditions or provisions of the Assignor's charter or by-laws or any legal restriction, or any
material agreement or instrument to which the Assignor is now a party or by which it is bound, or result in the violation of any law,
rule, regulation, order, judgment or decree to which the Assignor or its property is subject. The execution, delivery and performance
by the Assignor of this Assignment and Assumption Agreement and the consummation by it of the transactions contemplated hereby, have
been duly authorized by all necessary corporate action on the part of the Assignor. This Assignment and Assumption Agreement has been
duly executed and delivered by the Assignor and, upon the due authorization, execution and delivery by the Assignee and the Company,
will constitute the valid and legally binding obligation of the Assignor enforceable against the Assignor in accordance with its
terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;
4
f. No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by the Assignor in connection with the execution, delivery or performance by the Assignor of this
Assignment and Assumption Agreement, or the consummation by it of the transactions contemplated hereby. Neither the Assignor nor
anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans or any interest in
the Mortgage Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, or any
interest in the Mortgage Loans or otherwise approached or negotiated with respect to the Mortgage Loans, or any interest in the
Mortgage Loans with any Person in any manner, or made any general solicitation by means of general advertising or in any other
manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933, as
amended (the "1933 Act") or which would render the disposition of the Mortgage Loans a violation of Section 5 of the 1933 Act or
require registration pursuant thereto;
4. The Assignee warrants and represents to, and covenants with, the Assignor and the Company that:
a. The Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization, and has all requisite power and authority to hold the Mortgage Loans on behalf of the holders of the Bear Stearns ALT-A
Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3;
b. The Assignee has full corporate power and authority to execute, deliver and perform its obligations under this Assignment
and Assumption Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by
this Assignment and Assumption Agreement is in the ordinary course of the Assignee's business and will not conflict with, or result
in a breach of, any of the terms, conditions or provisions of the Assignee's charter or by-laws or any legal restriction, or any
material agreement or instrument to which the Assignee is now a party or by which it is bound, or result in the violation of any law,
rule, regulation, order, judgment or decree to which the Assignee or its property is subject. The execution, delivery and performance
by the Assignee of this Assignment and Assumption Agreement and the consummation by it of the transactions contemplated hereby, have
been duly authorized by all necessary corporate action on part of the Assignee. This Assignment and Assumption Agreement has been
duly executed and delivered by the Assignee and, upon the due authorization, execution and delivery by the Assignor and the Company,
will constitute the valid and legally binding obligation of the Assignee enforceable against the Assignee in accordance with its
terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;
c. To the best of Assignee's knowledge, no material consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or made by the Assignee in connection with the execution,
delivery or performance by the Assignee of this Assignment and Assumption Agreement, or the consummation by it of the transactions
contemplated hereby;
5
d. The Assignee assumes all of the rights of the Purchaser under the PWS Agreement with respect to the Mortgage Loans other
than the right to enforce the obligations of the Company under the PWS Agreement.
5. The Company warrants and represents to, and covenant with, the Assignor and the Assignee as of the date hereof:
a. Attached hereto as Exhibit B and Exhibit C are true and accurate copies of the Recognition Agreement and the PWS Agreement,
respectively, each of which agreement is in full force and effect as of the date hereof and the provisions of which have not been
waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
b. The Company is a federally chartered savings bank duly organized, validly existing and in good standing under the laws of
the United States, and has all requisite power and authority to service the Mortgage Loans and otherwise to perform its obligations
under the PWS Agreement and the Recognition Agreement;
c. The Company has full corporate power and authority to execute, deliver and perform its obligations under this Assignment and
Assumption Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this
Assignment and Assumption Agreement is in the ordinary course of the Company's business and will not conflict with, or result in a
breach of, any of the terms, conditions or provisions of the Company's charter or by-laws or any legal restriction, or any material
agreement or instrument to which the Company is now a party or by which it is bound, or result in the violation of any law, rule,
regulation, order, judgment or decree to which the Company or its property is subject. The execution, delivery and performance by the
Company of this Assignment and Assumption Agreement and the consummation by it of the transactions contemplated hereby, have been
duly authorized by all necessary action on part of the Company. This Assignment and Assumption Agreement has been duly executed and
delivered by the Company, and, upon the due authorization, execution and delivery by the Assignor and the Assignee, will constitute
the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a
proceeding in equity or at law;
d. No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by the Company in connection with the execution, delivery or performance by the Company of this
Assignment and Assumption Agreement, or the consummation by it of the transactions contemplated hereby; and
e. The Company shall establish a Custodial Account and an Escrow Account under the Recognition Agreement in favor of the
Assignee with respect to the Mortgage Loans separate from the Custodial Account and Escrow Account previously established under the
PWS Agreement in favor of the Assignor.
6
6. The Company hereby restates the representations and warranties set forth in Section 3.01(p) of the PWS Agreement as
of the date hereof.
Notwithstanding anything to the contrary in the PWS Agreement, the Company shall (or shall cause any Third-Party Originator
to) (i) immediately notify Assignor and SAMI II in writing of (A) legal proceedings pending against the Company, or proceedings known
to be contemplated by governmental authorities against the Company which in the judgment of the Company would be, in each case,
material to purchasers of securities backed by the Assigned Loans, (B) any affiliations or relationships of the type described in
Item 1119(b) of Regulation AB that develop following the date hereof between the Company and any of the above listed parties or other
parties identified in writing by the Assignor or SAMI II with respect to the Securitization Transaction and (ii) provide to the
Assignor and SAMI II a description of such proceedings, affiliations or relationships.
Each notice/update regarding Regulation AB should be sent to the Assignor by e-mail to regABnotifications@bear.com.
Additionally, all such notifications, other than those pursuant to (i)(A) above, should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
with copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Notifications pursuant to (i)(A) above should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
with a copy to:
7
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
7. The Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns) harmless against any
and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and
expenses that the Assignee (and its successors and assigns) may sustain in any way related to any breach of the representations or
warranties of the Assignor set forth in this Assignment and Assumption Agreement or the breach of any covenant or condition contained
herein.
Recognition of Assignee
8. From and after the date hereof, the Company shall recognize the Assignee as owner of the Mortgage Loans, and
acknowledges that the Mortgage Loans are intended to be part of a REMIC or multiple REMICs, and will service the Mortgage Loans in
accordance with the PWS Agreement, the Recognition Agreement and this Assignment and Assumption Agreement but in no event in a manner
that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any such intended REMIC
(including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of the Assignor, the Company and the Assignee
that this Assignment and Assumption Agreement shall be binding upon and for the benefit of the respective successors and assigns of
the parties hereto. Neither the Company nor the Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of the
terms or provisions of the Recognition Agreement or the PWS Agreement which amendment, modification, waiver or other alteration would
in any way affect the Mortgage Loans without the prior written consent of the Assignee.
Pursuant to Section 11.18 of the PWS Agreement, the Company hereby acknowledges that the representations and warranties set
forth in Section 3.01 of the PWS Agreement with respect to the Company and Section 3.02 of the PWS Agreement with respect to the
Mortgage Loans are being made by the Company as of April 28, 2006. The Assignor retains the right to enforce the representations and
warranties set forth in Section 3.02 of the PWS Agreement against the Company.
9. Notwithstanding any term hereof to the contrary, it is expressly understood and agreed by the parties hereto that
(a) the execution and delivery of this Assignment and Assumption Agreement by the Assignee is solely in its capacity as trustee for
Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 pursuant to the Pooling Agreement and not
individually, (b) each of the representations, undertakings and agreements herein made on behalf of the Trust is made and intended
not as personal representations, undertakings and agreements of the Trustee but is made and intended for the purpose of binding only
the Trust and (c) under no circumstances shall the Trustee be personally liable for the payment of any indebtedness or expenses of
the Assignee or the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or
undertaken by the Assignee, the Assignor or the Trust under this Agreement or made or undertaken by the Assignee, the Assignor or the
Trust under the PWS Agreement or the Pooling Agreement. Any recourse against the Assignee in respect of any obligations it may have
under or pursuant to the terms of this Assignment and Assumption Agreement shall be limited solely to the assets it may hold as
trustee of Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3.
8
Notices
10. All demands, notices and communications related to the Mortgage Loans, the Recognition Agreement and this Assignment
and Assumption Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid, as follows:
f. In the case of the Company,
Chevy Chase Bank, F.S.B.
7501 Wisconsin Avenue, 6th Floor
Bethesda, Maryland20814
Attention: Amy Westland
With a copy to:
Sandra S. Barker, Esq.
Chief Mortgage Counsel
7501 Wisconsin Avenue, 13th Floor
Bethesda, Maryland20814
g. In the case of the Assignor,
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ralene Ruyle
Telecopier No.: (972) 444-2810
With a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York10179
Attention: Michelle Sterling
h. In the case of the Securities Administrator,
Wells Fargo Bank, National Association
P.O. Box 98
Columbia, Maryland21046
or, if by overnight delivery to:
9062 Old Annapolis Road
Columbia, Maryland21045,
Attention: BSALTA 2006-3
Telecopier No.: (410) 715-2380
9
i. In the case of the Assignee,
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston, MA02110
Attention: Maryellen Hunter
Telecopier No.: (617) 603-6401
Miscellaneous:
11. Each party will pay any commissions it has incurred and the Assignor shall pay the fees of its attorneys and the
reasonable fees of the attorneys of the Assignee and the Company in connection with the negotiations for, documenting of and closing
of the transactions contemplated by this Assignment and Assumption Agreement.
12. This Assignment and Assumption Agreement shall be construed in accordance with the laws of the State of New York,
without regard to conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined
in accordance with such laws.
13. No term or provision of this Assignment and Assumption Agreement may be waived or modified unless such waiver or
modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.
14. This Assignment and Assumption Agreement shall inure to the benefit of the successors and assigns of the parties
hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any
further writing, be deemed Assignor, Assignee or Company, respectively, hereunder.
15. This Assignment and Assumption Agreement shall survive the conveyance of the Mortgage Loans, the assignment of the
PWS Agreement and the Recognition Agreement to the extent of the Mortgage Loans by Assignor to Assignee and the termination of the
PWS Agreement and the Recognition Agreement.
15. This Assignment and Assumption Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall constitute one and the same instrument.
16. In the event that any provision of this Assignment and Assumption Agreement conflicts with any provision of the PWS
Agreement or the Recognition Agreement with respect to the Mortgage Loans, the terms of this Assignment and Assumption Agreement
shall control.
17. Any new loan number assigned to a Mortgage Loan by the Assignee shall be provided to the Company at the following
address: Chevy Chase Bank, F.S.B., 6151 Chevy Chase Drive, Laurel, MD20707, Attention: Vicki Parry. In addition, if Assignee has
changed its document custodian from the previous custodian, such new custodian's name, address and contact information shall be
provided to the Company at the aforementioned address.
10
18. The Company hereby acknowledges that Wells Fargo Bank, N.A. (the "Master Servicer") has been appointed as the master
servicer of the Mortgage Loans pursuant to the Pooling Agreement and ~herefore has the right to enforce all obligations of the
Company, as they relate to the Mortgage Loans, under the PWS Agreement and this Assignment and Assumption Agreement. Such rights
will include, without limitation, the right to terminate the Servicer under the PWS Agreement as provided thereunder, the right to
receive all remittances required to be made by the Company under the PWS Agreement, the right to receive all monthly reports and
other data required to be delivered by the Company under the PWS Agreement, the right to examine the books and records of the
Company, indemnification rights, and the right to exercise certain rights of consent and approval relating to actions taken by the
Company each as provided by the PWS Agreement. The Company shall make all distributions under the PWS Agreement, as they relate to
the Mortgage Loans, to the Master Servicer by wire transfer of immediately available funds to:
Bear Stearns BSALTA 2006-3 Master Servicer Collection Account
Wells Fargo Bank, National Association
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
For Further Credit to: BSALTA 2006-3, Account #50915000.
And the Company shall deliver all reports required to be delivered under the PWS Agreement, as they relate to the Mortgage Loans, to
the Assignee at the address set forth in Section 9(d) herein and to the Master Servicer at:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2006-3
Telecopier No.: (410) 715-2380
11
IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption Agreement to be executed by their duly authorized
officers as of the date first above written.
U.S. BANK NATIONAL ASSOCIATION, not individually but solely as Trustee,
Assignee
By:_____________________________
Name:___________________________
Title:__________________________
EMC MORTGAGE CORPORATION
By:______________________________
Name:____________________________
Title:___________________________
CHEVY CHASE BANK, F.S.B.
By:______________________________
Name:____________________________
Title:___________________________
Acknowledged and Agreed
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:_________________________
Name:_______________________
Title:______________________
12
Exhibit A:
CALLED LOANS
(Provided upon request)
Exhibit B:
2006-3 MORTGAGE LOANS
Exhibit C:
PWS AGREEMENT
(Provided upon request)
Exhibit D:
RECOGNITION AGREEMENT
(Provided upon request)
EXHIBIT I-12
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of April 28, 2006, among EMC
Mortgage Corporation (the "Assignor"), U.S. Bank National Association, not in its individual capacity but solely as trustee for the
holders of Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 (the "Assignee"), and Countrywide Home
Loans Servicing LP (the "Company").
Whereas, pursuant to the Recognition Agreement dated as of April 1, 2006 (the "Recognition Agreement") between the Assignor
and the Company, the Company has agreed to service certain residential mortgage loans (the "Called Loans") listed on Attachment 1
annexed hereto for the Assignor as owner of the Called Loans, in accordance with the terms and conditions of the Seller's Warranties
and Servicing Agreement, dated as of September 1, 2002, as amended on January 1, 2003 and further amended on September 1, 2004, as
amended by Amendment Reg AB dated January 1, 2006, and as modified in the Recognition Agreement (as amended and modified, the
"Servicing Agreement"), between the Assignor and Countrywide Home Loans, Inc. ("Countrywide"); and
Whereas, the Assignor purchased mortgage loans from Countrywide listed on Attachment 2 annexed hereto (the "2006-3 Loans")
pursuant to that certain Master Mortgage Loan Purchase Agreement, dated as of November 1, 2002 between the Assignor and Countrywide
and those certain Term Sheets dated February 27, 2006, March 29, 2006 and March 30, 2006, each between the Assignor and Countrywide
(collectively referred to herein as the "Purchase Agreement"); and the Company agrees to service the Mortgage Loans pursuant to the
terms and conditions of the Servicing Agreement.
In consideration of the mutual promises contained herein the parties hereto agree that the Called Loans and the 2006-3 Loans
(collectively referred to herein as the "Assigned Loans") and the Assignor's right, title and interest to and under the Purchase
Agreement, the Servicing Agreement and the Recognition Agreement (collectively referred to herein as the "Agreements") shall be
subject to the terms of this AAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them
in the Servicing Agreement or Recognition Agreement, as applicable.
Assignment and Assumption
6. Assignor hereby grants, transfers and assigns to Assignee all of the right, title, interest and obligations of Assignor in
the Assigned Loans and, as they relate to the Assigned Loans, all of its right, title, interest and its obligations in, to and under
the Agreements. Notwithstanding anything to the contrary contained herein, the Assignor specifically reserves and does not assign to
the Assignee any right, title and interest in, to or under the representations and warranties contained in Sections 3.01 and 3.02 of
the Servicing Agreement and the Assignor is retaining any and all rights to enforce the representations and warranties set forth in
those sections against the Company including, but not limited to, the right to seek repurchase or indemnification pursuant to Section
3.03 and 3.04 of the Servicing Agreement. Assignor specifically reserves and does not assign to Assignee any right, title and
interest in, to or under any Mortgage Loans subject to the Agreements other than those set forth on Attachment 1 and Attachment 2.
17
Assignor acknowledges and agrees that upon execution of this AAR Agreement, the Assignee shall become the "Purchaser" under
the Purchase Agreement, except as specifically set forth herein, and subject to the preceding paragraph, all representations,
warranties and covenants by the "Company" to the "Purchaser" under the Purchase Agreement including, but not limited to, the rights
to receive indemnification, shall accrue to Assignee by virtue of this AAR Agreement.
Representations, Warranties and Covenants
7. Assignor warrants and represents to Assignee and Company as of the date hereof:
a. Attached hereto as Attachment 3 are true and accurate copies of the Agreements, which Agreements are in full force and
effect as of the date hereof and the provisions of which have not been waived, amended or modified in any
respect, nor has any notice of termination been given thereunder;
b. Assignor was the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its
interests, rights and obligations under the Recognition Agreement as they relate to the Assigned Loans,
free and clear from any and all claims and encumbrances; and upon the transfer of the Assigned Loans to
Assignee as contemplated herein and in the Mortgage Loan Purchase Agreement dated as of April 28, 2006
between the Assignor and Structured Asset Mortgage Investments II Inc. ("SAMI II"), Assignee shall have
good title to each and every Assigned Loan, as well as any and all of Assignee's interests, rights and
obligations under the Recognition Agreement as they relate to the Assigned Loans, free and clear of any and
all liens, claims and encumbrances;
c. There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the
Agreements;
d. Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;
e. Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to acquire, own and sell the Assigned Loans;
f. Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by
this AAR Agreement is in the ordinary course of Assignor's business and will not conflict with, or result
in a breach of, any of the terms, conditions or provisions of Assignor's charter or by-laws or any legal
restriction, or any material agreement or instrument to which Assignor is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor
or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and
the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Assignor. This AAR Agreement has been duly executed and delivered by Assignor
and, upon the due authorization, execution and delivery by Assignee and Company, will constitute the valid
and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except
as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
18
g. No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignor in connection with the execution, delivery or performance by
Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby. Neither
Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of
the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans or
otherwise approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned
Loans with any Person in any manner, or made any general solicitation by means of general advertising or in
any other manner, or taken any other action which would constitute a distribution of the Assigned Loans
under the Securities Act of 1933, as amended (the "1933 Act") or which would render the disposition of the
Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto; and
h. Assignor has received from Company, and has delivered to Assignee, all documents required to be delivered to Assignor by
Company prior to the date hereof pursuant to the Agreements with respect to the Assigned Loans and has not
received, and has not requested from Company, any additional documents.
8. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
a. Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and
has all requisite power and authority to hold the Assigned Loans on behalf of the holders of Bear Stearns
ALT-A Trust, Mortgage Pass-Through Certificates. Series 2006-3;
b. Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by
this AAR Agreement is in the ordinary course of Assignee's business and will not conflict with, or result
in a breach of, any of the terms, conditions or provisions of Assignee's charter or by-laws or any legal
restriction, or any material agreement or instrument to which Assignee is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee
or its property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and
the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Assignee. This AAR Agreement has been duly executed and delivered by Assignee
and, upon the due authorization, execution and delivery by Assignor and Company, will constitute the valid
and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except
as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
19
c. No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignee in connection with the execution, delivery or performance by
Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and
d. The Assignee assumes for the benefit of each of Assignor and Company all of Assignor's rights and obligations (and the
Master Servicer will ensure the performance of these obligations) under the Agreements but solely with
respect to such Assigned Loans.
9. Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:
a. Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and
has all requisite power and authority to service the Assigned Loans and otherwise to perform its
obligations under the Recognition Agreement;
b. Company has full power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to
consummate the transactions set forth herein. The consummation of the transactions contemplated by this
AAR Agreement is in the ordinary course of Company's business and will not conflict with, or result in a
breach of, any of the terms, conditions or provisions of Company's organizational documents or any legal
restriction, or any material agreement or instrument to which Company is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company
or its property is subject. The execution, delivery and performance by Company of this AAR Agreement and
the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
action on part of Company. This AAR Agreement has been duly executed and delivered by Company, and, upon
the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid and
legally binding obligation of Company, enforceable against Company in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights generally, and by general principles of equity
regardless of whether enforceability is considered in a proceeding in equity or at law;
20
c. No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Company in connection with the execution, delivery or performance by
Company of this AAR Agreement, or the consummation by it of the transactions contemplated hereby or if
required, such consent, approval, authorization or order has been obtained prior to the date hereof; and
d. Company shall establish a Custodial Account and an Escrow Account under the Recognition Agreement in favor of Assignee with
respect to the Assigned Loans separate from the Custodial Account and Escrow Account previously established
under the Recognition Agreement in favor of Assignor.
10. The Company hereby restates the representations and warranties set forth in Section 2(b) of Amendment Reg AB as of the date
hereof.
11. Assignor hereby agrees to indemnify and hold the Assignee and the Company (and their successors and assigns) harmless
against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees
and expenses that Assignee or the Company (and their successors and assigns) may sustain in any way related to any breach of the
representations or warranties of Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.
Recognition of Assignee
12. From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans, and acknowledges that the
Assigned Loans will be part of a REMIC, and will service the Assigned Loans in accordance with this AAR Agreement.
13. Notwithstanding any term hereof to the contrary, it is expressly understood and agreed by the parties hereto that (i) this
AAR Agreement is acknowledged and accepted by the Assignee not individually or personally but solely as Assignee for the Trust in the
exercise of the powers and authority conferred and vested in it under the Pooling and Servicing Agreement (the "Pooling and ServicingAgreement"), dated as of April 1, 2006, among SAMI II, the Assignor, the Assignee, and Wells Fargo Bank, National Association, as
master servicer (the "Master Servicer") and as securities administrator, (ii) each of the representations, undertakings and
Agreements herein made on behalf of the Trust is made and intended not as personal representations, undertakings and Agreements of
the Assignee but is made and intended for the purpose of binding only the Trust and (iii) under no circumstances shall the Assignee
be personally liable for the payment of any indebtedness or expenses of the Assignee or the Trust or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or undertaken by the Assignee, the Assignor or the Trust under
the Servicing Agreement or the Pooling and Servicing Agreement. Any recourse against the Assignee in respect of any obligations it
may have under or pursuant to the terms of this AAR Agreement shall be limited solely to the assets it may hold as trustee of Bear
Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3.
21
Miscellaneous
14. All demands, notices and communications related to the Assigned Loans, the Recognition Agreement and this AAR Agreement
shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage
prepaid, as follows:
a. In the case of Company,
Countrywide Home Loans Servicing LP
4500 Park Granada
Calabasas, California91302
Attention: Darren Bigby
With a copy to: General Counsel
b. In the case of Assignor,
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ms. Ralene Ruyle
Telecopier No.: (972) 442-2810
All notices and updates required to be provided to the Assignor regarding Regulation AB pursuant to the Servicing
Agreement should be sent to the Assignor by email to regABnotifications@bear.com, and additionally:
(A) for Item 1117 (Legal Proceedings) to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
with copies to:
22
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
(B) For Item 1119 (Affiliations and Certain Relationships and Related Transactions) to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
with a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
c. In the case of the Securities Administrator,
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: Client Manager BSALTA 2006-3 Telecopier No.: (410) 715-2380
d. In the case of Assignee,
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston, MA02110
15. Each party will pay any commissions it has incurred and the Assignor shall pay the fees of its attorneys and the reasonable
fees of the attorneys of the Assignee and the Company in connection with the negotiations for, documenting of and closing of the
transactions contemplated by this AAR Agreement.
23
16. This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of
law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
17. No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in writing and
signed by the party against whom such waiver or modification is sought to be enforced.
18. This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which
Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
19. This AAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Agreements to the extent of the
Assigned Loans by Assignor to Assignee and the termination of the Agreements.
20. This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an
original and all such counterparts shall constitute one and the same instrument.
21. In the event that any provision of this AAR Agreement conflicts with any provision of the Agreements with respect to the
Assigned Loans, the terms of this AAR Agreement shall control.
22. The Company hereby acknowledges that Wells Fargo Bank, National Association has been appointed as the master servicer of the
Mortgage Loans pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2006, among SAMI II, the Assignor, Wells Fargo
Bank, National Association and the Assignee and therefor has the right to enforce all obligations of the Company under the
Recognition Agreement to the extent assigned under this AAR Agreement (specifically excluding, without limitation, any right, title
and interest in, to or under the representations and warranties contained in Sections 3.01 and 3.02 of the Servicing Agreement and
any and all rights to enforce the representations and warranties set forth in those sections against the Company which are retained
by the Assignor. Notwithstanding the foregoing, it is understood that the Company shall not be obligated to defend and indemnify and
hold harmless the Master Servicer, the Assignor and the Assignee against any losses, damages, penalties, fines, forfeitures,
judgments and any related costs including, without limitation, reasonable and necessary legal fees, resulting from (i) actions of the
Company which were taken upon the written instruction or direction of the Master Servicer or Assignee, as applicable, or (ii) the
failure of the Master Servicer to perform the obligations of the Assignee as "Purchaser" with respect to the Agreements. The Company
shall make all distributions under the Recognition Agreement to the Master Servicer by wire transfer of immediately available funds
to:
Bear Stearns BSALTA 2006-3 Master Servicer Collection Account
Wells Fargo Bank, National Association
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
For Further Credit to: BSALTA 2006-3, Account #50915000.
24
and the Company shall deliver all reports required to be delivered under the Recognition Agreement to the Assignee at the
address set forth in Section 8 herein and to the Master Servicer at:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2006-3
Telecopier No.: (410) 715-2380
25
IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
Assignor
By: ________________________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
AS TRUSTEE
Assignee
By:__________________________________________________
Name:
Title:
COUNTRYWIDE HOME LOANS SERVICING LP
Company
By: Countrywide GP, Inc., its General Partner
By:__________________________________________________
Name:
Title:
ACKNOWLEDGED AND AGREED:
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:__________________________________________________
Name:
Title:
ACKNOWLEDGED AND AGREED:
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
By:__________________________________________________
Name:
Title:
ATTACHMENT 4
AFFILIATION DISCLOSURE
(Pursuant to Item 1119 of Regulation AB)
1. Sponsor and any affiliate, including but not limited to:
a. EMC Mortgage Corporation
b. Bear, Stearns & Co. Inc.
c. Bear, Stearns Securities Corp.
d. Bear Stearns Structured Products
e. Bear, Stearns International Limited
2. Depositor and any affiliate, including but not limited to:
a. Bear Stearns Asset Backed Securities I LLC
b. Structured Asset Mortgage Investments II Inc.
3. Bear Stearns ALT-A Trust 2006-3 and any affiliate
4. U.S. Bank National Association, as Trustee, and any affiliate
5. Significant obligor and any affiliate - None
6. Enhancement or support provider and any affiliate - None
7. 1100(d)(1) parties - any named party in the Securitization Transaction:
a. Cap Contract Provider: [Wachovia Bank, N.A.]
b. Underwriter: Bear, Stearns & Co. Inc.
c. Servicers: Bank of America, N.A.; [Chase Home]; Chevy Chase Bank, FSB; EMC Mortgage Corporation; EverHome Mortgage
Company; First Horizon Home Loan Corporation; GMAC Mortgage Corporation; GreenPoint Mortgage Company; Harbourside Mortgage
Corporation; HomeBanc Mortgage Corporation; HSBC Mortgage Corporation (USA); IndyMac Bank, FSB; Mid America Bank, FSB; [Morgan
Stanley]; PHH Mortgage Corporation; SunTrust Mortgage, Inc., Union Federal Bank of Indianapolis; Wachovia; Washington Mutual Bank;
Wells Fargo Bank, N.A.
d. Master Servicer: Wells Fargo Bank, National Association
e. Unaffiliated Servicer of 20%: EMC Mortgage Corporation
f. Originator of 10%: EMC Mortgage Corporation
g. Securities Administrator: Wells Fargo Bank, National Association
h. Custodian: Wells Fargo Bank, National Association
EXHIBIT I-13
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This Assignment, Assumption and Recognition Agreement (the "AAR Agreement") is made and entered into as of April 28, 2006
(the "Closing Date"), among EMC Mortgage Corporation (the "Assignor"), U.S. Bank National Association, not in its individual capacity
but solely as trustee for the holders of Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 (the
"Assignee") and EverHome Mortgage Company (f/k/a Alliance Mortgage Company) (the "Company").
Whereas, pursuant to the Recognition Agreement, dated as of April 1, 2006, between the Assignor and the Company (the
"Recognition Agreement"), the Company agreed to service the mortgage loans listed on Attachment 1 annexed hereto (the "Called Mortgage
Loans") in accordance with the terms and conditions of the Subservicing Agreement, dated as of August 1, 2002, as amended by
Amendment No. 1, dated as of January 31, 2006, between the Company and the Assignor (as amended and modified in the Recognition
Agreement, the "Subservicing Agreement");
Whereas, the Assignor purchased certain mortgage loans (the "Market Street Loans") from Market Street Mortgage Corporation
("Market Street") pursuant to that certain Mortgage Loan Purchase Agreement, dated as of August 1, 2005, between the Assignor and
Market Street, and that certain Term Sheet, dated as of February 8, 2006, between the Assignor and Market Street;
Whereas, the Assignor purchased certain mortgage loans (the "Ivy Loans" and, together with the Market Street Loans, the
"2006-3 Mortgage Loans," listed on Attachment 2 annexed hereto) from SIB Mortgage Corp. ("Ivy") pursuant to that certain Mortgage Loan
Purchase and Interim Servicing Agreement dated as of November 1, 2001, between the Assignor and Ivy, and that certain Term Sheet
between the Assignor and Ivy; and
Whereas, the Company agreed to service the 2006-3 Mortgage Loans in accordance with the terms and conditions of the
Subservicing Agreement.
In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the mortgage loans listed on Attachment 1 and
Attachment 2 annexed hereto (collectively, the "Assigned Loans") shall be subject to the terms of this AAR Agreement. Any
capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Subservicing Agreement.
Assignment and Assumption
1. Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right,
title and interest as in, to and under (a) the Assigned Loans and (b) as they relate to the Assigned Loans, the Recognition Agreement
and the Subservicing Agreement. Notwithstanding anything to the contrary contained herein, the Assignor is not assigning to the
Assignee any of its right, title and interest, to and under the Subservicing Agreement with respect to any other mortgage loan other
than the Assigned Loans. Except as is otherwise expressly provided herein, the Assignor makes no representations, warranties or
covenants to the Assignee and the Assignee acknowledges that the Assignor has no obligations to the Assignee under the terms of the
Recognition Agreement or Subservicing Agreement or otherwise relating to the transaction contemplated herein (including, but not
limited to, any obligation to indemnify the Assignee).
Assignor acknowledges and agrees that upon execution of this Agreement, the Assignee shall become the "Owner" under the
Subservicing Agreement, and all representations, warranties and covenants by the "Company" to the "Owner" under the Subservicing
Agreement including, but not limited to, the rights to receive indemnification, shall accrue to Assignee by virtue of this Agreement.
Representations, Warranties and Covenants
2. Assignor warrants and represents to, and covenants with, Assignee and Company as of the date hereof that:
a. Attached hereto as Attachment 3 and Attachment 4 are true and correct copies of the Subservicing Agreement and Recognition
Agreement, respectively, each of which is in full force and effect as of the date hereof and the provisions of
which have not been waived, amended or modified in any respect, nor has any notice of termination been given
thereunder;
b. Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its
interests, rights and obligations under the Subservicing Agreement and the Recognition Agreement as they relate
to the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the transfer of the
Assigned Loans to Assignee as contemplated herein and in the Mortgage Loan Purchase Agreement dated as of April28, 2006 between the Assignor and Structured Asset Mortgage Investments II Inc. ("SAMI II"), Assignee shall
have good title to each and every Assigned Loan, as well as any and all of Assignor's interests, rights and
obligations under the Subservicing Agreement and the Recognition Agreement as they relate to the Assigned
Loans, free and clear of any and all liens, claims and encumbrances;
c. There are no offsets, counterclaims or other defenses available to the Company with respect to the Assigned Loans, the
Recognition Agreement or the Subservicing Agreement;
d. Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;
e. Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to acquire, own and sell the Assigned Loans;
f. Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this
AAR Agreement is in the ordinary course of Assignor's business and will not conflict with, or result in a
breach of, any of the terms, conditions or provisions of Assignor's articles of incorporation or by-laws or any
legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or
its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Assignor. This AAR Agreement has been duly executed and delivered by Assignor and,
upon the due authorization, execution and delivery by Assignee and the parties hereto, will constitute the
valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms
except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity
regardless of whether enforceability is considered in a proceeding in equity or at law; and
g. No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignor in connection with the execution, delivery or performance by
Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby. Neither
Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer,
pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans or otherwise
approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned Loans with any
Person in any manner, or made any general solicitation by means of general advertising or in any other manner,
or taken any other action which would constitute a distribution of the Assigned Loans under the Securities Act
of 1933, as amended (the "1933 Act") or which would render the disposition of the Assigned Loans a violation of
Section 5 of the 1933 Act or require registration pursuant thereto.
3. The Assignee warrants and represents to, and covenants with, the Assignor and the Company as of the date hereof that:
a. Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and
has all requisite power and authority to hold the Assigned Loans on behalf of the holders of Bear Stearns ALT-A
Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3;
b. Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this
AAR Agreement is in the ordinary course of Assignee's business and will not conflict with, or result in a
breach of, any of the terms, conditions or provisions of Assignee's charter or by-laws or any legal
restriction, or any material agreement or instrument to which Assignee is now a party or by which it is bound,
or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee or its
property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Assignee. This AAR Agreement has been duly executed and delivered by Assignee and,
upon the due authorization, execution and delivery by Assignor and the parties hereto, will constitute the
valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms
except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity
regardless of whether enforceability is considered in a proceeding in equity or at law;
c. No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignee in connection with the execution, delivery or performance by
Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and
d. The Assignee assumes for the benefit of each of Assignor and Company all of the rights and obligations of the Assignor under
the Recognition Agreement and the Subservicing Agreement with respect to the Assigned Loans other than the
right to enforce the obligations of the Company under the Subservicing Agreement.
4. Company warrants and represents to, and covenants with, Assignor and Assignee, as of the date hereof, that:
a. Attached hereto as Attachment 3 and Attachment 4 are true and accurate copies of the Recognition Agreement and Subservicing
Agreement, respectively, each of which is in full force and effect as of the date hereof and the provisions of
which have not been waived, amended or modified in any respect, nor has any notice of termination been given
thereunder;
b. Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to service the Assigned Loans and otherwise to perform its
obligations under the Recognition Agreement and the Subservicing Agreement;
c. Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and
to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR
Agreement is in the ordinary course of Company's business and will not conflict with, or result in a breach of,
any of the terms, conditions or provisions of Company's articles of incorporation or by-laws or any legal
restriction, or any material agreement or instrument to which Company is now a party or by which it is bound,
or result in the violation of any law, rule, regulation, order, judgment or decree to which Company or its
property is subject. The execution, delivery and performance by Company of this AAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Company. This AAR Agreement has been duly executed and delivered by Company, and,
upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid and
legally binding obligation of Company, enforceable against Company in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless
of whether enforceability is considered in a proceeding in equity or at law;
d. No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Company in connection with the execution, delivery or performance by Company
of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;
e. Company shall establish a Custodial Account and an Escrow Account under the Subservicing Agreement in favor of Assignee with
respect to the Assigned Loans separate from the Custodial Accounts and Escrow Accounts previously established
under the Subservicing Agreement in favor of Assignor;
f. Pursuant to Section 10.02 of the Subservicing Agreement, the Company hereby restates the representations and warranties set
forth in Article III of the Subservicing Agreement with respect to the Company and/or the Assigned Loans; and
g. Neither this AAR Agreement nor any certification, statement, report or other agreement, document or instrument furnished or
to be furnished by the Company pursuant to this AAR Agreement contains or will contain any materially untrue
statement of fact or omits or will omit to state a fact necessary to make the statements contained therein not
misleading.
5. The Company hereby restates the representations and warranties set forth in Section 3(j) of the Subservicing Agreement as of
the date hereof.
Notwithstanding anything to the contrary in the Subservicing Agreement, the Company shall (or shall cause any Third-Party
Originator to) (i) immediately notify Assignor and SAMI II in writing of (A) legal proceedings pending against the Company, or
proceedings known to be contemplated by governmental authorities against the Company which in the judgment of the Company would be,
in each case, material to purchasers of securities backed by the Assigned Loans, (B) any affiliations or relationships of the type
described in Item 1119(b) of Regulation AB that develop following the date hereof between the Company and any of the above listed
parties or other parties identified in writing by the Assignor or SAMI II with respect to the Securitization Transaction and (ii)
provide to the Assignor and SAMI II a description of such proceedings, affiliations or relationships.
Each notice/update regarding Regulation AB should be sent to the Assignor by e-mail to regABnotifications@bear.com.
Additionally, all such notifications, other than those pursuant to (i)(A) above, should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
with copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Notifications pursuant to (i)(A) above should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
with a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
6. Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns) harmless against any and
all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses
that Assignee (and its successors and assigns) may sustain in any way related to any breach of the representations or warranties of
Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.
Recognition of Assignee
7. From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans, and acknowledges
that the Assigned Loans are intended to be part of a REMIC or multiple REMICs, and will service the Assigned Loans in accordance with
the Subservicing Agreement, the Recognition Agreement and this AAR Agreement but in no event in a manner that would (i) cause any
such intended REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any such intended REMIC (including
but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code). It is the intention of Assignor, Company and Assignee that this AAR Agreement shall
be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor
shall amend or agree to amend, modify, waive, or otherwise alter any of the terms or provisions of the Subservicing Agreement or
Recognition Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without
the prior written consent of Assignee.
8. Notwithstanding any term hereof to the contrary, it is expressly understood and agreed by the parties hereto that
(a) the execution and delivery of this AAR Agreement by the Assignee is solely in its capacity as trustee (the "Trustee") for Bear
Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of April 1, 2006, among SAMI II, the Assignor, the Assignee, Wells Fargo Bank, National
Association, as master servicer (the "Master Servicer") and as securities administrator, and not individually, (b) each of the
representations, undertakings and agreements herein made on behalf of Bear Stearns ALT-A Trust 2006-3 (the "Trust") is made and
intended not as personal representations, undertakings and agreements of the Trustee but is made and intended for the purpose of
binding only the Trust and (c) under no circumstances shall the Trustee be personally liable for the payment of any indebtedness or
expenses of the Assignee or the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant
made or undertaken by the Assignee, the Assignor or the Trust under this AAR Agreement or made or undertaken by the Assignee, the
Assignor or the Trust under the Subservicing Agreement, the Recognition Agreement or the Pooling and Servicing Agreement. Any
recourse against the Assignee in respect of any obligations it may have under or pursuant to the terms of this AAR Agreement shall be
limited solely to the assets it may hold as trustee of Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series
2006-3.
Miscellaneous
9. All demands, notices and communications related to the Assigned Loans, the Subservicing Agreement, the Recognition
Agreement and this AAR Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed
by registered mail, postage prepaid, as follows:
h. In the case of Company,
EverHome Mortgage Company
8100 Nations Way
Jacksonville, Florida
Attention: Carolyn Cragg
Telecopier No.: (904) 281-6206
with a copy to:
EverHome Mortgage Company
8100 Nations Way
Jacksonville, Florida
Attention: Michael C. Koster
Telecopier No.: (904) 281-6145
i. In the case of Assignor,
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ms. Ralene Ruyle
Telecopier No.: (972) 442-2810
j. In the case of Assignee,
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston, MA02110
Attention: Maryellen Hunter
Telecopier No.: (617) 603-6401
k. In the case of the Securities Administrator,
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2006-3
Telecopier No.: (410) 715-2380
10. With respect to the Subservicing Agreement, and with respect to any other servicing agreement executed between the
Company and the Assignor related to the servicing of mortgage loans in connection with Bear Stearns ALT-A Trust 2006-3, Mortgage
Pass-Through Certificates, Series 2006-3 ("Other Subservicing Agreement"), the Company agrees and acknowledges that a default by the
Company under one Servicing Agreement or Other Servicing Agreement which continues for a period in excess of the cure period provided
for in such Servicing Agreement or Other Servicing Agreement shall constitute a default by the Company under each of the Servicing
Agreement and Other Subservicing Agreement.
11. This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to
conflicts of law principles (other than Section 5-1401 of the New York General Obligations Law), and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such laws.
12. No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.
13. This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into
which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
14. This AAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Recognition Agreement
or the Subservicing Agreement to the extent of the Assigned Loans by Assignor to Assignee and the termination of the Recognition
Agreement or Subservicing Agreement.
15. This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to
be an original and all such counterparts shall constitute one and the same instrument.
16. In the event that any provision of this AAR Agreement conflicts with any provision of the Recognition Agreement or
Subservicing Agreement with respect to the Assigned Loans, the terms of this AAR Agreement shall control.
17. The Company hereby acknowledges that Wells Fargo Bank, National Association has been appointed as the master
servicer of the Assigned Loans pursuant to the Pooling and Servicing Agreement and therefor has the right to enforce all obligations
of the Company, as they relate to the Assigned Loans, under the Recognition Agreement, Subservicing Agreement and this AAR
Agreement. Such rights will include, without limitation, the right to terminate the Servicer under the Subservicing Agreement upon
the occurrence of an event of default thereunder, the right to receive all remittances required to be made by the Company under the
Subservicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Company under the
Subservicing Agreement, the right to examine the books and records of the Company, indemnification rights, and the right to exercise
certain rights of consent and approval relating to actions taken by the Company. The Company shall make all distributions under the
Subservicing Agreement, as they relate to the Assigned Loans, to the Master Servicer by wire transfer of immediately available funds
to:
Wells Fargo Bank, National Association
ABA#121000248
Account Name: SAS Clearing
Account # 3970771416
FFC to: BSALTA 2006-3, Account #50915000.
and the Company shall deliver all reports required to be delivered under the Subservicing Agreement, as they relate to the
Assigned Loans, to the Assignee at the address set forth in Section 9(c) herein and to the Master Servicer at:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2006-3
Telecopier No.: (410) 715-2380
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.
EMC MORTAGE CORPORATION, U.S. BANK NATIONAL ASSOCIATION, as trustee, the
the Assignor Assignee
By:________________________________ By:______________________________________________
Its:_______________________________ Its:_____________________________________________
EVERHOME MORTGAGE COMPANY,
the Company
By:________________________________
Its:_______________________________
Acknowledged and Agreed
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:________________________________
Its:_______________________________
EXHIBIT I-14
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of April 28, 2006, among EMC
Mortgage Corporation (the "Assignor"), U.S. Bank National Association, not individually but solely as trustee for the holders of the
Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 (the "Assignee") and First Tennessee Mortgage
Services, Inc. (the "Company").
In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans (the
"Assigned Loans") listed on Attachment 1 annexed hereto (the "Assigned Loan Schedule") purchased by the Assignor from First Horizon
Home Loan Corporation ("First Horizon") pursuant to the Purchase, Warranties and Servicing Agreement, dated as of September 1, 2003
(the "Purchase, Warranties and Servicing Agreement"), as amended by Amendment No. 1, dated as of May 14, 2004, Amendment No. 3 dated
as of August 8, 2005 and Amendment No. 4, dated as of December 22, 2005, and that certain term sheet dated as of February 27, 2006,
among Assignor, Company and First Horizon (the "Term Sheet", together with the Purchase, Warranties and Servicing Agreement, the
"Purchase Agreement") and now serviced by Company for Assignor and its successors and assigns pursuant to the Purchase Agreement shall
be subject to the terms of this AAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them
in the Purchase Agreement.
Assignment and Assumption
Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right,
title and interest as in, to and under (a) the Assigned Loans and (b) the Purchase Agreement with respect to the Assigned Loans;
provided, however, that the Assignor is not assigning to the Assignee any of its right, title or interest, in, to and under the
Purchase Agreement with respect to any mortgage loan other than the Assigned Loans listed on Exhibit A. Notwithstanding anything to
the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest
in, to or under the representations and warranties contained in Section 3.01 and Section 3.02 of the Purchase Agreement, and any
obligation of the Company to cure, repurchase or substitute for a mortgage loan and to indemnify the Assignor with respect to a
breach of such representations and warranties pursuant to Section 3.03 and Section 8.01 of the Purchase Agreement and the Assignor is
retaining the right to enforce the representations and warranties and the obligations of the Company set forth in those sections
against the Company. In addition, the Assignor specifically reserves and does not assign to the Assignee any right, title and
interest in, to or under Section 2.09 of the Purchase Agreement. Except as is otherwise expressly provided herein, the Assignor
makes no representations, warranties or covenants to the Assignee and the Assignee acknowledges that the Assignor has no obligations
to the Assignee under the terms of the Purchase Agreement or otherwise relating to the transaction contemplated herein (including,
but not limited to, any obligation to indemnify the Assignee).
47
Representations, Warranties and Covenants
Assignor warrants and represents to Assignee and Company as of the date hereof:
Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement which agreement is in full force and
effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice
of termination been given thereunder;
Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its
interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear from any and all
claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good
title to each and every Assigned Loan, as well as any and all of Assignee's interests, rights and obligations under the Purchase
Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;
There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the
Purchase Agreement;
Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;
Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to acquire, own and sell the Assigned Loans;
Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in
the ordinary course of Assignor's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is
now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which
Assignor or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor.
This AAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by
Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance
with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether
enforceability is considered in a proceeding in equity or at law;
48
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this AAR
Agreement, or the consummation by it of the transactions contemplated hereby;
Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned
Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the
Securities Act of 1933, as amended (the "1933 Act") or which would render the disposition of the Assigned Loans a violation of
Section 5 of the 1933 Act or require registration pursuant thereto;
The Assignor has received from Company, and has delivered to the Assignee, all documents required to be delivered to
Assignor by the Company prior to the date hereof pursuant to the Purchase Agreement with respect to the Assigned Loans and has not
received, and has not requested from the Company, any additional documents; and
There is no action, suit, proceeding, investigation or litigation pending or, to Assignor's knowledge, threatened, which
either in any instance or in the aggregate, if determined adversely to Assignor, would adversely affect Assignor's execution or
delivery of, or the enforceability of, this AAR Agreement, or the Assignor's ability to perform its obligations under this AAR
Agreement.
Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization
and has all requisite power and authority to hold the Assigned Loans as trustee on behalf of the holders of the Bear Stearns ALT-A
Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3;
Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in
the ordinary course of Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignee is
now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which
Assignee or its property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignee. This
AAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor
and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its
terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;
49
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this AAR
Agreement, or the consummation by it of the transactions contemplated hereby;
There is no action, suit, proceeding, investigation or litigation pending or, to Assignee's knowledge, threatened, which
either in any instance or in the aggregate, if determined adversely to Assignee, would adversely affect Assignee's execution or
delivery of, or the enforceability of, this AAR Agreement, or the Assignee's ability to perform its obligations under this AAR
Agreement; and
Assignee assumes for the benefit of each of the Assignor and the Company all of the rights of the Purchaser under the
Purchase Agreement with respect to the Assigned Loans.
Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:
Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and
effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice
of termination been given thereunder;
Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under the Purchase
Agreement;
Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in
the ordinary course of Company's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Company's charter or by-laws or any legal restriction, or any material agreement or instrument to which Company is now
a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company
or its property is subject. The execution, delivery and performance by Company of this AAR Agreement and the consummation by it of
the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Company. This AAR
Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and
Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its
terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;
50
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignee in connection with the execution, delivery or performance by Company of this AAR
Agreement, or the consummation by it of the transactions contemplated hereby;
The Company shall establish a Custodial Account and an Escrow Account under the Purchase Agreement in favor of the Assignee
with respect to the Assigned Loans separate from the Custodial Account and Escrow Account previously established under the Purchase
Agreement in favor of Assignor;
No event has occurred from the Closing Date to the date hereof which would render the representations and warranties as to
the related Assigned Loans made by the Company in Sections 3.01 and 3.02 of the Purchase Agreement to be untrue in any material
respect; and
Neither this AAR Agreement nor any certification, statement, report or other agreement, document or instrument furnished or
to be furnished by the Company pursuant to this AAR Agreement contains or will contain any materially untrue statement of fact or
omits or will omit to state a fact necessary to make the statements contained therein not misleading.
The Company hereby restates the representations and warranties set forth in Section 3.01(p) of the Purchase Agreement as of
the date hereof.
Notwithstanding anything to the contrary in the Purchase Agreement, the Company shall (or shall cause any Third-Party
Originator to) (i) immediately notify Assignor and SAMI II in writing of (A) legal proceedings pending against the Company, or
proceedings known to be contemplated by governmental authorities against the Company which in the judgment of the Company would be,
in each case, material to purchasers of securities backed by the Assigned Loans and (B) any affiliations or relationships of the type
described in Item 1119(b) of Regulation AB that develop following the date hereof between the Company and any of the above listed
parties or other parties identified in writing by the Assignor or SAMI II with respect to the Securitization Transaction and (ii)
provide to the Assignor and SAMI II a description of such proceedings, affiliations or relationships.
Each notice/update regarding Regulation AB should be sent to the Assignor by e-mail to regABnotifications@bear.com.
Additionally, all such notifications, other than those pursuant to (i)(A) above, should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
51
with copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Notifications pursuant to (i)(A) above should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
with a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns) harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that
Assignee (and its successors and assigns) may sustain in any way related to any breach of the representations or warranties of
Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.
Recognition of Assignee
From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans, and acknowledges that the
Assigned Loans will be part of a REMIC, and will service the Assigned Loans in accordance with the Purchase Agreement (as modified by
this AAR Agreement) but in no event in a manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the
imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2)
of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of Assignor,
Company and Assignee that this AAR Agreement shall be binding upon and for the benefit of the respective successors and assigns of
the parties hereto. Neither Company nor Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of the terms or
provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned
Loans without the prior written consent of Assignee.
52
It is expressly understood and agreed by the parties hereto that insofar as this AAR Agreement is executed on behalf of the
Assignee (i) this AAR Agreement is executed and delivered by U.S. Bank National Association, not in its individual capacity but
solely as trustee under the Pooling and Servicing Agreement, dated as of April 1, 2006 (the "Pooling and Servicing Agreement"), among
the Assignor, Structured Asset Mortgage Investments II Inc., U.S. Bank National Association., as trustee and Wells Fargo Bank,
National Association as securities administrator and master servicer, in the exercise of the powers and authority conferred and
vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Assignee is made and
intended not as representations, warranties, covenants, undertakings and agreements by U.S. Bank National Association in its
individual capacity, but is made and intended for the purpose of binding only the Assignee, (iii) under no circumstances shall U.S.
Bank National Association in its individual capacity be personally liable for the payment of any indebtedness or expenses of the
Assignee or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the
Assignee under this AAR Agreement and (iv) any recourse against the Assignee in respect of any obligations it may have under or
pursuant to the terms of this AAR Agreement shall be limited solely to the assets it may hold as trustee of Bear Stearns ALT-A Trust
2006-3.
53
Company shall indemnify and hold harmless the Assignor, each affiliate of the Assignor, Structured Asset Mortgage
Investments II Inc. ("SAMI II"), the Assignee, Bear, Stearns & Co. Inc. (the "Underwriter") and each affiliate of the Underwriter,
each Person (including, but not limited to, the Master Servicer) responsible for the preparation, execution or filing of any report
required to be filed with the Commission, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the
Exchange Act, each Person who controls the Assignor, SAMI II, the Assignee or the Underwriter (within the meaning of Section 15 of
the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents
and affiliates of each of the foregoing (each, an "Indemnified Party"), and shall hold each of them harmless from and against any
claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs,
fees and expenses that any of them may sustain arising out of or based upon:
(A) any untrue statement of a material fact contained or alleged to be contained in any information, report,
certification, data, accountants' letter or other material provided under Section 11.18 of the Purchase
Agreement by or on behalf of the Assignor, or provided under Section 11.18 of the Purchase Agreement by or
on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the "CompanyInformation"), or (B) the omission or alleged omission to state in the Company Information a material fact
required to be stated in the Company Information or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading; provided, by way of
clarification, that clause (B) of this paragraph shall be construed solely by reference to the Company
Information and not to any other information communicated in connection with a sale or purchase of
securities, without regard to whether the Company Information or any portion thereof is presented together
with or separately from such other information;
any breach by the Company of its obligations under Section 11.18 of Purchase Agreement, including particularly any
failure by the Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any
information, report, certification, accountants' letter or other material when and as required under Section
11.18 of the Purchase Agreement, including any failure by the Company to identify any Subcontractor
"participating in the servicing function" within the meaning of Item 1122 of Regulation AB;
any breach by the Company of a representation or warranty set forth in Section 3.01 of the Purchase Agreement or in
a writing furnished pursuant to Section 3.01 of the Purchase Agreement and made as of a date prior to the
date hereof, to the extent that such breach is not cured by the date hereof, or any breach by the Company of
a representation or warranty in a writing furnished pursuant to Section 3.01 of the Purchase Agreement to
the extent made as of a date subsequent to the date hereof; or
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the negligence, bad faith or willful misconduct of the Company in connection with its performance under Section
11.18 of the Purchase Agreement.
If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the
Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses,
damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Company on the other.
In the case of any failure of performance described in Section 11.18 of the Purchase Agreement, the Company shall promptly
reimburse the Underwriter, SAMI II and each Person responsible for the preparation, execution or filing of any report required to be
filed with the Commission, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act,
for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter
or other material not delivered as required by the Company, any Subservicer, any Subcontractor or any Third-Party Originator.
Modification of Purchase Agreement
The Company and Assignor hereby amend the Purchase Agreement as follows:
The following definitions are added to Article I of the Purchase Agreement:
Assignee: U.S. Bank National Association, as trustee for the holders of the Bear Stearns ALT-A Trust 2006-3.
Depositor: Structured Asset Mortgage Investments II Inc.
Master Servicer: Wells Fargo Bank, National Association, or its successors in interest who meet the qualifications
of the Pooling and Servicing Agreement and this Agreement.
Pooling and Servicing Agreement: That certain pooling and servicing agreement, dated as of April 1, 2006, among the
Depositor, the Trustee, the Master Servicer, the Securities Administrator and the Purchaser.
Prepayment Charge: Any prepayment premium, penalty or charge payable by a Mortgagor in connection with any Principal
Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note.
Securities Administrator: Wells Fargo Bank, National Association, or its successors in interest who meet the
qualifications of the Pooling and Servicing Agreement and this Agreement.
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Third-Party Originator: Each Person, other than a Qualified Correspondent, that originated Mortgage Loans acquired
by the Company.
Trustee: U.S. Bank National Association, or its successor in interest, or any successor trustee appointed as
provided in the Pooling and Servicing Agreement.
The definition of Business Day is deleted in its entirety and replaced with the following:
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the States of New York,
Illinois, Maryland, Minnesota or Texas, or (iii) a day on which banks in the States of New York, Maryland, Illinois,
Minnesota or Texas are authorized or obligated by law or executive order to be closed.
The definition of Servicing Criteria shall be revised as follows (new text underlined):
Servicing Criteria: As of any date of determination, the "servicing criteria" set forth in Item 1122(d) of
Regulation AB, or any amendments thereto, a summary of the requirements of which as of the date hereof is attached
hereto as Exhibit M for convenience of reference only. In the event of a conflict or inconsistency between the
terms of Exhibit M and the text of Item 1122(d) of Regulation AB, the text of Item 1122(d) of Regulation AB shall
control (or those Servicing Criteria otherwise mutually agreed to by the Purchaser, the Company and any Person that
will be responsible for signing any Sarbanes Certification with respect to a Pass-Through Transfer in response to
evolving interpretations of Regulation AB and incorporated into a revised Exhibit M).
The definition of Subservicer shall be revised as follows (new text underlined):
Subservicer: Any Person that services Mortgage Loans on behalf of the Company or any Subservicer and is responsible
for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the
material servicing functions required to be performed by the Company under this Agreement or any Reconstitution
Agreement that are identified in Item 1122(d) of Regulation AB. Any subservicer shall meet the qualifications set
forth in Section 4.01.
Section 3.01(p) of the Purchase Agreement shall be revised as follows (new text underlined):
(p) As of the date of each Pass-Through Transfer, and except as has been otherwise disclosed to the Purchaser, the
Master Servicer and the Depositor: (1) no default or servicing related performance trigger has occurred as to any other securitization
due to any act or failure to act of the Company; (2) no material noncompliance with applicable servicing criteria as to any other
securitization has been disclosed or reported by the Company; (3) the Company has not been terminated as servicer in a residential
mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (4) no
material changes to the Company's servicing policies and procedures for similar loans has occurred in the preceding three years; (5)
there are no aspects of the Company's financial condition that could have a material adverse impact on the performance by the Company
of its obligations hereunder; (6) there are no legal proceedings pending, or known to be contemplated by governmental authorities,
against the Company that could be material to investors in the securities issued in such Pass-Through Transfer; and (7) there are no
affiliations, relationships or transactions relating to the Company of a type that are described under Item 1119 of Regulation AB.
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Section 3.01(r) of the Purchase Agreement shall be deleted in its entirety and replaced with the following:
(r) If so requested by the Purchaser or any Depositor for the purpose of satisfying its reporting obligation under the
Exchange Act with respect to any class of asset-backed securities, the Company shall (or shall cause each Subservicer and Third-Party
Originator to) (i) immediately notify the Purchaser, any Master Servicer and any Depositor in writing of (A) any material litigation
or governmental proceedings pending against the Company, any Subservicer or any Third-Party Originator, (B) any affiliations or
relationships that develop following the closing date of a Pass-Through Transfer between the Company, any Subservicer or any
Third-Party Originator and any of the parties specified in clause (7) of paragraph (p) of this Section (and any other parties
identified in writing by the requesting party) with respect to such Pass-Through Transfer, (C) any Event of Default under the terms
of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the
Company, and (E) the Company's entry into an agreement with a Subservicer to perform or assist in the performance of any of the
Company's obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor a
description of such proceedings, affiliations or relationships.
All notifications pursuant to this Section 3.01(r), other than those pursuant to Section 3.01(r)(i)(A), should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
With a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
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Notifications pursuant to Section 3.01(r)(i)(A) should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
With copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
Section 3.01(s) of the Purchase Agreement shall be revised as follows (new text underlined):
(s) As a condition to the succession to the Company or any Subservicer as servicer or subservicer under this Agreement
or any Reconstitution Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated, or (ii)
which may be appointed as a successor to the Company or any Subservicer, the Company shall provide to the Purchaser, the Master
Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written
notice to the Purchaser, the Master Servicer and any Depositor of such succession or appointment and (y) in writing and in form and
substance reasonably satisfactory to the Purchaser, the Master Servicer and such Depositor, all information reasonably requested by
the Purchaser, the Master Servicer or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with
respect to any class of asset-backed securities.
The following shall be added as Section 3.02(xx) of the Purchase Agreement:
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With respect to each Mortgage Loan, information regarding the borrower credit files related to such Mortgage Loan has been
furnished to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable
implementing regulations.
The following shall be added after the first paragraph of Section 4.01 of the Purchase Agreement:
In addition, the Company shall furnish information regarding the borrower credit files related to such Mortgage Loan to
credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing
regulations.
The third paragraph of Section 4.01 of the Purchase Agreement shall be deleted in its entirety and replaced with the
following:
Notwithstanding anything to the contrary contained in this Agreement, the Company shall not make or permit any modification,
waiver or amendment of any term of any Mortgage Loan that would (i) effect an exchange or reissuance of such Mortgage Loan under
Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause any REMIC created under the trust agreement
pursuant to any Reconstitution to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) of Section
860G(d) of the Code.
The last paragraph in Section 4.02 of the Purchase Agreement is deleted and replaced with the following:
The Company shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall have been limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally, (ii) the enforcement
thereof is illegal, or any local, state or federal agency has threatened legal action if the prepayment penalty is enforced, (iii)
the mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard
and customary in servicing similar Mortgage Loans and relates to a default or a reasonably foreseeable default and would, in the
reasonable judgment of the Company, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and
the related Mortgage Loan. If a Prepayment Charge is waived, but does not meet the standards described above, then the Company is
required to pay the amount of such waived Prepayment Charge by remitting such amount to the Master Servicer by the Remittance Date.
The following shall be added at the end of the last paragraph of Section 4.03 of the Purchase Agreement:
In the event a Mortgage Loan is charged-off, the Mortgage Loan will be removed from the pool and remittances with
regard to such Mortgage Loan will occur on an actual/actual basis in the following method: no later than on each Remittance Date,
the Company shall cause all amounts deposited in the Custodial Account as of the close of business on the immediately preceding
Determination Date, minus any amounts attributable to Monthly Payments collected but not due on a Due Date or Dates subsequent to the
first day of the month of the Remittance Date (which amounts shall be remitted on the Remittance Date next succeeding the Due Period
for such amounts) to be remitted to the Purchaser as follows: (i) all collections of principal (ii) all collections of interest net
of servicing fees (iii) liquidation proceeds net of the Company's servicing advances. In addition, any prepayment in full shall be
remitted to the Purchaser within five (5) business days of collection.
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The second paragraph of Section 4.13 of the Purchase Agreement is deleted in its entirety and replaced with the following:
The Company shall notify the Assignor in accordance with the Fannie Mae Guides of each acquisition of REO Property upon such
acquisition (and, in any event, shall provide notice of the consummation of any foreclosure sale within three (3) Business Days of
the date Company receives notice of such consummation), together with a copy of the drive by appraisal or brokers price opinion of
the Mortgaged Property obtained in connection with such acquisition. Thereafter, the Assignor shall assume the marketing and
administration of such REO Property and shall sell such REO Property as expeditiously as possible and in accordance with the
provisions of the Pooling and Servicing Agreement, as if such Mortgage Loan were an EMC Mortgage Loan. Pursuant to its efforts to
sell such REO Property, the Assignor shall protect and conserve such REO Property in the manner and to the extent required by the
Pooling and Servicing Agreement. No Servicing Fee shall be assessed or otherwise accrue on any REO Property from and after the date
on which it becomes an REO Property.
The third-to-the-last paragraph of Section 5.02 of the Purchase Agreement shall be deleted in its entirety and replaced
with the following:
In addition, the Company shall provide to the Purchaser such other information known or available to the Company that is
necessary in order to provide the distribution and pool performance information as required under Item 1121 of Regulation AB, as
amended from time to time, as determined by the Purchaser in its sole discretion. The Company shall also provide a monthly report,
in the form of Exhibit E hereto, or such other form as is mutually acceptable to the Company, the Purchaser and the Master Servicer,
Exhibit F with respect to defaulted mortgage loans and Exhibit P, with respect to realized losses and gains, with each such
report.
Sections 6.04(a) and 6.04(b) of the Purchase Agreement shall be revised as follows (emphasis added):
Section 6.04 Annual Statement as to Compliance; Annual Certification.
(a) The Company will deliver to the Purchaser or its designee and any Master Servicer on or before March 1 of each
calendar year beginning in 2007, but in no event later than March 15th of each calendar year beginning in 2007, an officers'
certificate signed by an authorized officer of the Company acceptable to the Purchaser (an "Annual Statement of Compliance") stating,
as to each signatory thereof, that (i) a review of the activities of the Company during the preceding calendar year and of
performance under this Agreement or other applicable servicing agreement has been made under such officers' supervision and (ii) to
the best of such officers' knowledge, based on such review, the Company has fulfilled all of its obligations under this Agreement or
other applicable servicing agreement in all material respects throughout such year, or, if there has been a failure to fulfill any
such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure
provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such
statement shall be provided by the Company to the Purchaser upon request and by the Purchaser to any Person identified as a
prospective purchaser of the Mortgage Loans. In the event that the Company has delegated any servicing responsibilities with respect
to the Mortgage Loans to a Subservicer, the Company shall deliver an officer's certificate (an "Annual Certification") of the
Subservicer as described above as to each Subservicer as and when required with respect to the Company.
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(b) With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, by on or before March 1 of each
calendar year beginning in 2007, but in no event later than March 15th of each calendar year beginning in 2007, an officer of the
Company shall execute and deliver an Annual Certification to the Purchaser, any Master Servicer and any related Depositor for the
benefit of each such entity and such entity's affiliates and the officers, directors and agents of any such entity and such entity's
affiliates, in the form attached hereto as Exhibit L. In the event that the Company has delegated any servicing responsibilities
with respect to the Mortgage Loans to a Subservicer, the Company shall deliver an Annual Certification of the Subservicer as
described above as to each Subservicer as and when required with respect to the Company. The Company acknowledges that the parties
identified above may rely on the Annual Certification provided by the Company pursuant to this clause in signing a Sarbanes
Certification and filing such with the Commission.
The third paragraph of Section 6.04 of the Purchase Agreement shall be revised as follows (new text underlined):
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Failure of the Company to timely comply with Section 6.04 shall be deemed an Event of Default, automatically, without notice
and without any cured period, notwithstanding any provision to the Purchase Agreement to the contrary, and Purchaser may, in addition
to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive
relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Company for the same, as provided in Section 9.01. Such termination
shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supersede any other provision in
this Agreement or any other agreement to the contrary.
Section 6.05 of the Purchase Agreement shall be deleted in its entirety and replaced with the following:
Section 6.05 [Reserved]
The second paragraph of Section 6.07 of the Purchase Agreement shall be revised as follows (emphasis added):
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, the Company shall deliver to the
Purchaser or its designee, the Master Servicer and the Depositor on or before March 1 of each calendar year beginning in 2007, a
report (an "Assessment of Compliance") reasonably satisfactory to the Purchaser, the Master Servicer and the Depositor regarding the
Company's assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122 of Regulation AB and which should address each of the "Applicable Servicing Criteria"
specified on Exhibit O attached hereto, which as of the date hereof, require a report by an authorized officer of the Company that
contains the following:
The ninth paragraph of Section 6.07 of the Purchase Agreement shall be revised as follows (new text underlined):
With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, on or before March 1 of each calendar
year beginning in 2007, the Company shall furnish to the Purchaser or its designee, the Master Servicer and the Depositor a report
(an "Attestation Report") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made
by the Company, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation
Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight
Board.
The twelfth paragraph of Section 6.07 of the Purchase Agreement shall be revised as follows (new text underlined):
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Failure of the Company to timely comply with this Section 6.07 (including with respect to the cure timeframes required in
this section) shall be deemed an Event of Default, automatically, without notice and without any cure period, notwithstanding any
provision of the Purchase Agreement to the contrary, unless otherwise agreed to by the Purchaser as described herein, and Purchaser
may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including
injunctive relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in and
to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, as provided in Section 9.01. Such
termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any other
provision in this Agreement or any other agreement to the contrary.
The first two sentences of the first full paragraph of Section 6.08 shall be deleted and replaced with the following
(emphasis added):
The Purchaser and the Company acknowledge and agree that a purpose of Sections 3.01(p), 5.02, 6.04, 6.07 and 11.18 of this
Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and
regulations of the Commission. None of the Purchaser, the Master Servicer or the Depositor shall exercise its right to request
delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder.
The first sentence of the last paragraph of Section 9.01 of the Purchase Agreement shall be revised as follows (new text
underlined):
Then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice
in writing to the Company (except in the case of an Event of Default under clauses (iii), (iv) or (v) or Sections 6.04 and 6.07
above, or as otherwise stated herein, in which case, automatically and without notice) Company may, in addition to whatever rights
the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific
performance, terminate all the rights and obligations of the Company (and if the Company is servicing any of the Mortgage Loans in a
Pass-Through Transfer, appoint a successor servicer reasonably acceptable to the Master Servicer for such Pass-Through Transfer)
under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same.
The following shall be added at the end of the last paragraph of Section 9.01 of the Purchase Agreement:
The Company shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a master servicer) and the
Depositor, as applicable, for all reasonable expenses incurred by the Purchaser (or such designee) or the Depositor, as such are
incurred, in connection with the termination of the Company as servicer and the transfer of servicing of the Mortgage Loans to a
successor servicer. The provisions of this paragraph shall not limit whatever rights the Purchaser or the Depositor may have under
other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as
an action for damages, specific performance or injunctive relief.
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The phrase "without giving effect to principles of conflicts of laws and" shall be added following the phrase "the State ofNew York" in Section 11.04 of the Purchase Agreement.
The following provisions shall be added after Section 11.18(b)(vii) of the Purchase Agreement:
(viii) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of
asset-backed securities, the Company shall (or shall cause each Subservicer and Third-Party Originator to) (i) provide prompt notice
to the Purchaser, the Master Servicer and the Depositor in writing of (A) any material litigation or governmental proceedings
involving the Company, any Subservicer or any Third-Party Originator, (B) any affiliations or relationships that develop following
the closing date of a Pass-Through Transfer between the Company, any Subservicer or any Third-Party Originator and any of the parties
specified in clause (D) of paragraph (a) of this Section (and any other parties identified in writing by the requesting party) with
respect to such Pass-Through Transfer, (C) any Event of Default under the terms of this Agreement or any Reconstitution Agreement,
(D) any merger, consolidation or sale of substantially all of the assets of the Company, and (E) the Company's entry into an
agreement with a Subservicer to perform or assist in the performance of any of the Company's obligations under this Agreement or any
Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor a description of such proceedings, affiliations or
relationships;
(ix) As a condition to the succession to the Company or any Subservicer as servicer or subservicer under this Agreement or
any Reconstitution Agreement by any Person (i) into which the Company or such Subservicer may be merged or consolidated, or (ii)
which may be appointed as a successor to the Company or any Subservicer, the Company shall provide to the Purchaser, any Master
Servicer, and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written
notice to the Purchaser and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably
satisfactory to the Purchaser and such Depositor, all information reasonably requested by the Purchaser or any Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities;
(x) In addition to such information as the Company, as servicer, is obligated to provide pursuant to other provisions of
this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of
any Pass-Through Transfer that includes any of the Mortgage Loans serviced by the Company or any Subservicer, the Company or such
Subservicer, as applicable, shall, to the extent the Company or such Subservicer has knowledge, provide to the party responsible for
filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with
all information, data, and materials related thereto as may be required to be included in the related distribution report on Form
10-D (as specified in the provisions of Regulation AB referenced below):
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(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments
during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or transaction covenants (Item
1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities issuances backed by the same pool assets, any
pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting
or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB); and
(xi) The Company shall provide to the Purchaser, any Master Servicer and any Depositor, evidence of the authorization of the
person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance
policy, financial information and reports, and such other information related to the Company or any Subservicer or the Company or
such Subservicer's performance hereunder.
The fifth-to-the-last paragraph of Section 11.18 of the Purchase Agreement shall be revised as follows (new text
underlined):
The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating
in a Pass-Through Transfer: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer)
responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such
Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with
respect to such Pass-Through Transfer; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person
who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing
and of the Depositor (each, an "Indemnified Party"), and shall hold each of them harmless from and against any claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses
that any of them may sustain arising out of or based upon:
The third-to-the-last paragraph of Section 11.18 of the Purchase Agreement shall be revised as follows (emphasis added):
65
(ii) any breach by the Company of its obligations under this Section 11.18, including particularly any failure by the
Company, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification,
accountants' letter or other material when and as required under this Section 11.18, including any failure by the Company to identify
pursuant to Section 11.21 any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation
AB;
The following shall be added before the last paragraph of Section 11.18 of the Purchase Agreement:
or (iv) the negligence bad faith or willful misconduct of the Company in connection with its performance under this Section
11.18.
If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party,
then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims,
losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault
of such Indemnified Party on the one hand and the Company on the other.
In the case of any failure of performance described above, the Company shall promptly reimburse the Purchaser, any
Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed
with the Commission with respect to such Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or
Rule 15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer, for all costs reasonably incurred by each such
party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by
the Company, any Subservicer, any Subcontractor or any Third-Party Originator.
This indemnification shall survive the termination of this Agreement or the termination of any party to this
Agreement.
Sections 11.21(b), 11.21(c) and 11.21(d) of the Purchase Agreement shall be revised as follows (new text underlined):
(b) The Company shall cause any Subservicer used by the Company (or by any Subservicer) for the benefit of the Purchaser
and any Depositor to comply with the provisions of this Section and with Sections 3.01(p), 3.01(s), 6.04, 6.07 and 11.18 of this
Agreement to the same extent as if such Subservicer were the Company, and to provide the information required with respect to such
Subservicer under Section 3.01(r) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and
delivering to the Purchaser, the Master Servicer and any Depositor any Annual Statement of Compliance required to be delivered by
such Subservicer under Section 6.04(a), any Assessment of Compliance and Attestation Report required to be delivered by such
Subservicer under Section 6.07 and any Annual Certification required under Section 6.04(b) as and when required to be delivered.
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(c) The Company shall promptly upon request provide to the Purchaser, the Master Servicer and any Depositor (or any
designee of the Depositor, such as an administrator) a written description (in form and substance satisfactory to the Purchaser, the
Master Servicer and such Depositor) of the role and function of each Subcontractor utilized by the Company or any Subservicer,
specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.
(d) As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function"
within the meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any
Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 6.07 and 11.18 of this
Agreement to the same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any Assessment of Compliance and Attestation Report and the other
certificates required to be delivered by such Subservicer and such Subcontractor under Section 6.07, in each case as and when
required to be delivered.
The following shall be added as Section 11.22 of the Purchase Agreement:
Section 11.22 Third Party Beneficiary.
For purposes of this Agreement, any Master Servicer shall be considered a third party beneficiary to this
Agreement entitled to all the rights and benefits accruing to any Master Servicer herein as if it were a direct
party to this Agreement.
Exhibit E to the Purchase Agreement shall be deleted in its entirety and replaced with the following:
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME The borrower name as received in the file. Maximum length of 30 (Last, 30
It is not separated by first and last name. First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
67
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs 11
interest payment that a borrower is expected ($)
to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT The new loan payment amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6
a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the beginning of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the end of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY 10
the borrower's next payment is due to the
Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10
first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10
third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
Action Code Key: 2
15=Bankruptcy,
30=Foreclosure, , 60=PIF,
63=Substitution,
65=Repurchase,70=REO
------------ ------------------------------ --------
ACTION_CODE The standard FNMA numeric code used to
indicate the default/delinquent status of a
particular loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
68
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or dollar signs 11
if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount 2 No commas(,) or dollar signs 11
due at the beginning of the cycle date to be ($)
passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs 11
investors at the end of a processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs 11
the Servicer for the current cycle -- only ($)
applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable
for Scheduled/Scheduled Loans. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs 11
Servicer for the current reporting cycle -- ($)
only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The actual gross interest amount less the
service fee amount for the current reporting No commas(,) or dollar signs
ACTL_NET_INT cycle as reported by the Servicer -- only 2 ($) 11
applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs 11
prepays on his loan as reported by the ($)
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
Exhibit F to the Purchase Agreement shall be deleted in its entirety and replaced with the following:
EXHIBIT F
REPORTING DATA FOR DEFAULTED LOANS
Standard File Layout - Delinquency Reporting
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Column/Header Name Description Decimal Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR A unique identifier assigned to each loan by the
originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans in
their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
69
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ADDRESS Street Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE The state where the property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due MM/DD/YYYY
to the servicer at the end of processing cycle, as
reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,)
sale. or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE A code that indicates the condition of the
property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
70
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
71
Exhibit 2: Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry
standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property code as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
72
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
------------------------ ---------------------------------------------------------
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
023 FNMA-Servicing problems
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
026 FNMA-Payment adjustment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
027 FNMA-Payment dispute
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
029 FNMA-Transfer of ownership pending
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
030 FNMA-Fraud
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
031 FNMA-Unable to contact borrower
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
INC FNMA-Incarceration
------------------------ ---------------------------------------------------------
73
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
------------------------ -------------------------------------------------------
Status Code Status Description
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
62 Veteran's Affairs-No Bid
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
63 Veteran's Affairs-Refund
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
64 Veteran's Affairs-Buydown
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ -------------------------------------------------------
The following shall be added as Exhibit K to the Purchase Agreement:
EXHIBIT K
COMPANY'S OBLIGATIONS IN CONNECTION
WITH A RECONSTITUTION
o The Company shall (i) possess the ability to service to a securitization documents; (ii) service on a
"Scheduled/Scheduled" reporting basis (advancing through the liquidation of an REO Property), (iii) make compensating interest
payments on payoffs and curtailments and (iv) remit and report to a Master Servicer in format acceptable to such Master Servicer by
the 10th calendar day of each month.
o The Company shall provide an acceptable annual certification (officer's certificate) to the Master Servicer (as
required by the Sarbanes-Oxley Act of 2002) as well as any other annual certifications required under the securitization documents
(i.e. the annual statement as to compliance/annual independent certified public accountants' servicing report due by April 1 of each
year).
74
o The Company shall allow for the Purchaser, the Master Servicer or their designee to perform a review of audited
financials and net worth of the Company.
o The Company shall provide a Uniform Single Attestation Program certificate and Management Assertion as requested by
the Master Servicer or the Purchaser.
o The Company shall provide information on each Custodial Account as requested by the Master Servicer or the
Purchaser, and each Custodial Accounts shall comply with the requirements for such accounts as set forth in the securitization
documents.
o The Company shall maintain its servicing system in accordance with the requirements of the Master Servicer.
Exhibit L to the Purchase Agreement shall be deleted in its entirety and replaced with the following:
EXHIBIT L
FORM OF COMPANY CERTIFICATION
Re: The [ ] agreement dated as of [ l, 200[ ] (the "Agreement"), among [IDENTIFY PARTIES]
I, ____________________________, the _______________________ of [NAME OF COMPANY] (the "Company"), certify to [the
Purchaser], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge
and intent that they will rely upon this certification, that:
I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation
AB (the "Compliance Statement"), the report on assessment of the Company's compliance with the servicing criteria set forth
in Item 1122(d) of Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18 under
Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing
Assessment"), the registered public accounting firm's attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were
delivered by the Company to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement
(collectively, the "Company Servicing Information");
75
Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances
under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing
Information;
Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the
Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];
I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on
my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the
Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under
the Agreement in all material respects; and
The Compliance Statement required to be delivered by the Company pursuant to this Agreement, and the Servicing Assessment and
Attestation Report required to be provided by the Company and by any Subservicer and Subcontractor pursuant to the Agreement, have
been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described in such reports have been
disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed
in such reports.
Exhibit O to the Purchase Agreement shall be deleted in its entirety and replaced with the following:
The assessment of compliance to be delivered by [Name of Subservicer] shall address, at a minimum, the criteria identified
as below as "Applicable Servicing Criteria":
--------------------------------------------------------------------------------------------- -----------------------
Servicing Criteria Applicable Servicing
Criteria
--------------------------------------------------------------------------------------------- -----------------------
Reference Criteria
----------------------- --------------------------------------------------------------------- -----------------------
General Servicing Considerations
----------------------- -----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance X
or other triggers and events of default in accordance with the
transaction agreements.
----------------------- -----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
----------------------- -----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
----------------------- -----------------------
76
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the X
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
----------------------- -----------------------
Cash Collection and Administration
----------------------- -----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to X
an investor are made only by authorized personnel.
----------------------- -----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows X
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
----------------------- -----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with X
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
----------------------- -----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured X
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
----------------------- -----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X
access.
----------------------- -----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all X
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
----------------------- -----------------------
Investor Remittances and Reporting
----------------------- -----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the X
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
----------------------- -----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance X
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
----------------------- -----------------------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of X
1122(d)(3)(iii) days specified in the transaction agreements.
----------------------- -----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank X
1122(d)(3)(iv) statements.
----------------------- -----------------------
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Pool Asset Administration X
----------------------- -----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required X
by the transaction agreements or related mortgage loan documents.
----------------------- -----------------------
Mortgage loan and related documents are safeguarded as required by X
1122(d)(4)(ii) the transaction agreements
----------------------- -----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are X
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in X
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
----------------------- -----------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the X
Servicer's records with respect to an obligor's unpaid principal
balance.
----------------------- -----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's X
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
----------------------- -----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
----------------------- -----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the X
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
----------------------- -----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans X
with variable rates are computed based on the related mortgage loan
documents.
----------------------- -----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow X
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance X
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be X
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
----------------------- -----------------------
78
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction X
1122(d)(4)(xiii) agreements.
----------------------- -----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are X
recognized and recorded in accordance with the transaction
agreements.
----------------------- -----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
----------------------- -----------------------
---------------------------------------------------------------------
----------------------- --------------------------------------------------------------------- -----------------------
The following shall be added as Exhibit P to the Purchase Agreement:
EXHIBIT P
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages
are due on the remittance report date. Late submissions may result in claims not being passed until the following month.
The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
1.
2. The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is required.
79
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period of coverage, base
tax, interest, penalty. Advances prior to default require evidence of servicer efforts to recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
3. Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
80
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental
proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in
parenthesis ( ).
Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------------------- -------------------------------------- --------------------------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------------------- -------------------------------------- --------------------------------------------
WELLS FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ ______________ (1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
81
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________(6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________ (12)
HOA/Condo Fees_______________________ ________________ (12)
______________________________________ ________________ (12)
Total Expenses $_______________(13)
Credits:
(14) Escrow Balance $_______________(14)
(15) HIP Refund ________________ (15)
(16) Rental Receipts ________________ (16)
(17) Hazard Loss Proceeds ________________ (17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________ (18a) HUD Part A
________________ (18b) HUD Part B
(19) Pool Insurance Proceeds ________________ (19)
(20) Proceeds from Sale of Acquired Property ________________ (20)
(21) Other (itemize) ________________ (21)
_________________________________________ ________________ (21)
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
82
Escrow Disbursement Detail
------------------------------------- ------------------------- --------------------------- -------------------------- ------------------------- ------------------------------- -----------------------------
(mmm) Type (ooo) Date Paid (ppp) Period of (qqq) Total Paid (rrr) Base Amount (sss) Penalties (ttt) Interest
Coverage
(nnn) (Tax /Ins.)
------------------------------------- ------------------------- --------------------------- -------------------------- ------------------------- ------------------------------- -----------------------------
------------------------------------- ------------------------- --------------------------- -------------------------- ------------------------- ------------------------------- -----------------------------
(uuu) (vvv) (www) (xxx) (yyy) (zzz) (aaaa)
(bbbb) (cccc) (dddd) (eeee) (ffff) (gggg) (hhhh)
(iiii) (jjjj) (kkkk) (llll) (mmmm) (nnnn) (oooo)
(pppp) (qqqq) (rrrr) (ssss) (tttt) (uuuu) (vvvv)
(wwww) (xxxx) (yyyy) (zzzz) (aaaaa) (bbbbb) (ccccc)
(ddddd) (eeeee) (fffff) (ggggg) (hhhhh) (iiiii) (jjjjj)
(kkkkk) (lllll) (mmmmm) (nnnnn) (ooooo) (ppppp) (qqqqq)
(rrrrr) (sssss) (ttttt) (uuuuu) (vvvvv) (wwwww) (xxxxx)
Miscellaneous
All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this AAR Agreement shall
be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid,
as follows:
In the case of Company:
First Tennessee Mortgage Services, Inc.
4000 Horizon Way
Irving, Texas75063
Attention: Capital Markets Department
In the case of Assignor:
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ralene Ruyle
Telecopier No.: (972) 444-2810
83
with a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York10179
Attention: Ernie Calabrese
Telecopier No.: (212) 272-9529
In the case of Assignee:
U.S. Bank National Association, as Trustee
One Federal Street, 3rd Floor
Boston, MA02110The Company hereby acknowledges that Wells Fargo Bank, National Association (the "Master Servicer") has been appointed as
the master servicer of the Assigned Loans pursuant to the Pooling and Servicing Agreement, and therefor has the right to enforce all
obligations of the Company, as they relate to the Assigned Loans, under the Purchase Agreement. Such right will include, without
limitation, the right to terminate the Company under the Purchase Agreement upon the occurrence of an event of default thereunder,
the right to receive all remittances required to be made by the Company under the Purchase Agreement, the right to receive all
monthly reports and other data required to be delivered by the Company under the Purchase Agreement, the right to examine the books
and records of the Company, indemnification rights, and the right to exercise certain rights of consent and approval relating to
actions taken by the Company. The Company shall make all distributions under the Purchase Agreement, as they relate to the Assigned
Loans, to the Master Servicer by wire transfer of immediately available funds to:
Wells Fargo Bank, National Association
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
For Further Credit to: BSALTA 2006-3, Account #50915000.
and the Company shall deliver all reports required to be delivered under the Purchase Agreement, as they relate to the
Assigned Loans, to the Assignee at the address set forth in Section 8 herein and to the Master Servicer at:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: Client Manager BSALTA 2006-3
Telecopier No.: (410) 715-2380
84
Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the negotiations for,
documenting of and closing of the transactions contemplated by this AAR Agreement.
This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of
law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in writing and
signed by the party against whom such waiver or modification is sought to be enforced.
This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which
Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
This AAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Purchase Agreement to the
extent of the Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement.
This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an
original and all such counterparts shall constitute one and the same instrument.
In the event that any provision of this AAR Agreement conflicts with any provision of the Purchase Agreement with respect to
the Assigned Loans, the terms of this AAR Agreement shall control.
[Signature pages to follow]
85
IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
Assignor
By:__________________________________
Name:________________________________
Title:_______________________________
U.S. BANK NATIONAL ASSOCIATION, not individually but solely as Trustee for the Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through
Certificates, Series 2006-3
Assignee
By:__________________________________
Name:________________________________
Title:_______________________________
FIRST TENNESSEE MORTGAGE SERVICES, INC.
Company
By:__________________________________
Name:________________________________
Title:_______________________________
Acknowledged and Agreed:
WELLS FARGO BANK, NATIONAL ASSOCIATION Master Servicer
By:__________________________________
Name:________________________________
Title:_______________________________
EXHIBIT I-15
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of April 28, 2006, among EMC
Mortgage Corporation (the "Assignor"), U.S. Bank National Association, not in its individual capacity but solely as trustee for the
holders of Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 (the "Assignee") and GMAC Mortgage
Corporation (the "Company").
Whereas, pursuant to the Recognition Agreement, dated as of April 1, 2006, between the Assignor and the Company (the
"Recognition Agreement"), the Company agreed to service the mortgage loans listed on Attachment 1 annexed hereto (the "Called Loans")
in accordance with the terms and conditions of the Servicing Agreement, dated as of May 1, 2001, as amended by Amendment No. 1, dated
as of October 1, 2001, Amendment No. 2, dated as of July 31, 2002, and Amendment No. 3 dated as of December 20, 2005 (as amended, the
"Servicing Agreement" and together with the Recognition Agreement, the "Agreements"), between the Company and Assignor, as modified
in the Recognition Agreement.
Whereas, the Assignor purchased mortgage loans from the Company listed on Attachment 2 annexed hereto (the "2006-3 MortgageLoans" and together with the Called Loans, the "Assigned Loans") and the Company agrees to service the 2006-3 Mortgage Loans pursuant
to the terms and conditions of the Servicing Agreement.
In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto also agree that the Assigned Loans shall be subject to
the terms of this AAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the
Servicing Agreement.
Assignment and Assumption
7. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor in the Assigned
Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to and under the Agreements. Assignor
specifically reserves and does not assign to Assignee any right, title and interest in, to or under any mortgage loans subject to the
Agreements other than those set forth on Attachment 1 and on Attachment 2.
Representations, Warranties and Covenants
8. Assignor warrants and represents to Assignee and Company as of the date hereof:
a. Attached hereto as Attachment 3 are true and accurate copies of the Agreements, each of which is in full force and effect as
of the date hereof and the provisions of which have not been waived, amended or modified in any respect,
nor has any notice of termination been given thereunder;
b. Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its
interests, rights and obligations under the Agreements as they relate to the Assigned Loans, free and clear
from any and all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as
contemplated herein and in the Mortgage Loan Purchase Agreement dated as of April 28, 2006 between the
Assignor and Structured Asset Mortgage Investments II Inc. ("SAMI II"), Assignee shall have good title to
each and every Assigned Loan, as well as any and all of Assignor's interests and rights under the
Agreements as they relate to the Assigned Loans, free and clear of any and all liens, claims and
encumbrances;
c. There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the
Agreements;
d. Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;
e. Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to acquire, own and sell the Assigned Loans;
f. Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by
this AAR Agreement is in the ordinary course of Assignor's business and will not conflict with, or result
in a breach of, any of the terms, conditions or provisions of Assignor's charter or by-laws or any legal
restriction, or any material agreement or instrument to which Assignor is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor
or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and
the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Assignor. This AAR Agreement has been duly executed and delivered by Assignor
and, upon the due authorization, execution and delivery by Assignee and Company, will constitute the valid
and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except
as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law; and
g. No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignor in connection with the execution, delivery or performance by
Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby. Neither
Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of
the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans or
otherwise approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned
Loans with any Person in any manner, or made any general solicitation by means of general advertising or in
any other manner, or taken any other action which would constitute a distribution of the Assigned Loans
under the Securities Act of 1933, as amended (the "1933 Act") or which would render the disposition of the
Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto.
2
9. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
a. Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and
has all requisite power and authority to hold the Assigned Loans on behalf of the holders of Bear Stearns
ALT-A Trust 2006-3, Mortgage Pass-Through Certificates Series 2006-3;
b. Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by
this AAR Agreement is in the ordinary course of Assignee's business and will not conflict with, or result
in a breach of, any of the terms, conditions or provisions of Assignee's charter or by-laws or any legal
restriction, or any material agreement or instrument to which Assignee is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee
or its property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and
the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Assignee. This AAR Agreement has been duly executed and delivered by Assignee
and, upon the due authorization, execution and delivery by Assignor and Company, will constitute the valid
and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except
as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
3
c. No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignee in connection with the execution, delivery or performance by
Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and
d. The Assignee assumes for the benefit of each of Assignor and Company all of Assignor's rights under the Agreements but
solely with respect to such Assigned Loans.
10. Company warrants and represents to, and covenants with, Assignor and Assignee as of the date hereof:
a. Attached hereto as Attachment 3 are true and accurate copies of the Agreements, each of which is in full force and effect as
of the date hereof and the provisions of which have not been waived, amended or modified in any respect,
nor has any notice of termination been given thereunder;
b. Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to service the Assigned Loans and otherwise to perform its
obligations under the Agreements;
c. Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and
to consummate the transactions set forth herein. The consummation of the transactions contemplated by this
AAR Agreement is in the ordinary course of Company's business and will not conflict with, or result in a
breach of, any of the terms, conditions or provisions of Company's articles of incorporation or any legal
restriction, or any material agreement or instrument to which Company is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company
or its property is subject. The execution, delivery and performance by Company of this AAR Agreement and
the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Company. This AAR Agreement has been duly executed and delivered by Company,
and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid
and legally binding obligation of Company, enforceable against Company in accordance with its terms except
as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
4
d. No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Company in connection with the execution, delivery or performance by
Company of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;
e. Company shall establish a Custodial Account and an Escrow Account under the Servicing Agreement in favor of Assignee with
respect to the Assigned Loans separate from the Custodial Account and Escrow Account previously established
under the Servicing Agreement in favor of Assignor; and
f. No event has occurred from the Closing Date to the date hereof which would render the representations and
warranties as to the related Assigned Loans made by the Company in Article III of the Servicing Agreement
to be untrue in any material respect.
5. The Company hereby restates the representations and warranties set forth in Section 3(m) of the Servicing Agreement
as of the date hereof.
Notwithstanding anything to the contrary in the Servicing Agreement, the Company shall (or shall cause any Third-Party
Originator to) (i) immediately notify Assignor and SAMI II in writing of (A) legal proceedings pending against the Company, or
proceedings known to be contemplated by governmental authorities against the Company which in the judgment of the Company would be,
in each case, material to purchasers of securities backed by the Assigned Loans and (B) any affiliations or relationships of the type
described in Item 1119(b) of Regulation AB that develop following the date hereof between the Company and any of the above listed
parties or other parties identified in writing by the Assignor or SAMI II with respect to the Securitization Transaction and (ii)
provide to the Assignor and SAMI II a description of such proceedings, affiliations or relationships.
Each notice/update regarding Regulation AB should be sent to the Assignor by e-mail to regABnotifications@bear.com.
Additionally, all such notifications, other than those pursuant to (i)(A) above, should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
with copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
5
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Notifications pursuant to (i)(A) above should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
with a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
11. Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns) harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that
Assignee (and its successors and assigns) may sustain in any way related to any breach of the representations or warranties of
Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.
Recognition of Assignee
12. From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans, and acknowledges that the
Assigned Loans are intended to be part of a REMIC or multiple REMICs, and will service the Assigned Loans in accordance with the
Agreements and this AAR Agreement but in no event in a manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii)
result in the imposition of a tax upon any such intended REMIC (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). It is
the intention of Assignor, Company and Assignee that this AAR Agreement shall be binding upon and for the benefit of the respective
successors and assigns of the parties hereto. Neither Company nor Assignor shall amend or agree to amend, modify, waive, or
otherwise alter any of the terms or provisions of the Agreements, which amendment, modification, waiver or other alteration would in
any way affect the Assigned Loans without the prior written consent of Assignee.
6
Notwithstanding any term hereof to the contrary, it is expressly understood and agreed by the parties hereto that
(i) this AAR Agreement is acknowledged and accepted by the Assignee not individually or personally but solely as Assignee for the
Trust in the exercise of the powers and authority conferred and vested in it under the Pooling and Servicing Agreement (the "Poolingand Servicing Agreement"), dated as of April 1, 2006, among SAMI II, the Assignor, the Assignee, Wells Fargo Bank, National
Association, as master servicer (the "Master Servicer") and as securities administrator, (ii) each of the representations,
undertakings and agreements herein made on behalf of the Trust is made and intended not as personal representations, undertakings and
agreements of the Assignee but is made and intended for the purpose of binding only the Trust and (iii) under no circumstances shall
the Assignee be personally liable for the payment of any indebtedness or expenses of the Assignee or the Trust or be liable for the
breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Assignee, the Assignor or the
Trust under the Servicing Agreement or the Pooling and Servicing Agreement. Any recourse against the Assignee in respect of any
obligations it may have under or pursuant to the terms of this AAR Agreement shall be limited solely to the assets it may hold as
trustee of Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3.
Miscellaneous
7. All demands, notices and communications related to the Assigned Loans, the Servicing Agreement and this AAR
Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid, as follows:
a. In the case of Company,
GMAC Mortgage Corporation
500 Enterprise Road
Horsham, Pennsylvania19044
Attention: Mr. Frank Ruhl
Telecopier No.: (215) 682-3396
b. In the case of Assignor,
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ms. Ralene Ruyle
Telecopier No.: (972) 442-2810
7
c. In the case of the Securities Administrator,
Wells Fargo Bank,
National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2006-3
Telecopier No.: (410) 715-2380
d. In the case of Assignee,
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston, MA02110
8. Each party will pay any commissions it has incurred and the Assignor shall pay the fees of its attorneys and the
reasonable fees of the attorneys of the Assignee and the Company in connection with the negotiations for, documenting of and closing
of the transactions contemplated by this AAR Agreement.
9. This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to
conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
10. No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.
11. This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into
which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
12. This AAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Agreements to the
extent of the Assigned Loans by Assignor to Assignee and the termination of the Agreements.
13. This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed
to be an original and all such counterparts shall constitute one and the same instrument.
14. In the event that any provision of this AAR Agreement conflicts with any provision of the Agreements with respect to
the Assigned Loans, the terms of this AAR Agreement shall control.
15. The Company hereby acknowledges that Wells Fargo Bank, National Association (the "Master Servicer") has been
appointed as the master servicer of the Assigned Loans pursuant to the Pooling and Servicing Agreement and therefor has the right to
enforce all obligations of the Company, as they relate to the Assigned Loans, under the Agreements and this AAR Agreement. Such
rights will include, without limitation, the right to terminate the Servicer under the Servicing Agreement upon the occurrence of an
event of default thereunder, the right to receive all remittances required to be made by the Company under the Servicing Agreement,
the right to receive all monthly reports and other data required to be delivered by the Company under the Servicing Agreement, the
right to examine the books and records of the Company, indemnification rights, and the right to exercise certain rights of consent
and approval relating to actions taken by the Company. The Company shall make all distributions under the Agreements, as they relate
to the Assigned Loans, to the Master Servicer by wire transfer of immediately available funds to:
8
Bear Stearns BSALTA 2006-3 Master Servicer Collection Account
Wells Fargo Bank, National Association
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
For Further Credit to: BSALTA 2006-3, Account #50915000.
and the Company shall deliver all reports required to be delivered under the Agreements, as they relate to the Assigned Loans, to the
Assignee at the address set forth in Section 8d herein and to the Master Servicer at:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2006-3
Telecopier No.: (410) 715-2380
9
IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
Assignor
By:____________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
AS TRUSTEE
Assignee
By:____________________________________
Name:
Title:
GMAC MORTGAGE CORPORATION
Company
By:____________________________________
Name:
Title:
ACKNOWLEDGED:
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:____________________________________
Name:
Title:
10
ATTACHMENT 1
CALLED LOANS
(Available upon request)
EXHIBIT I-16
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of April 28, 2006, among EMC
Mortgage Corporation (the "Assignor"), U.S. Bank National Association, not individually but solely as trustee for the holders of the
Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 (the "Assignee") and GreenPoint Mortgage Funding,
Inc. (the "Company").
In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans (the
"Assigned Loans") listed on Attachment 1 annexed hereto (the "Assigned Loan Schedule") purchased by the Assignor from the Company and
now serviced by Company for Assignor and its successors and assigns pursuant to (a) the Purchase, Warranties and Servicing Agreement,
dated as of September 1, 2003, as amended by Amendment No. 1 to the Purchase, Warranties and Servicing Agreement, dated as of January1, 2006, between Assignor and Company (as amended, the "PWS Agreement") and (b) the Term Sheets dated March 27, 2005, June 14, 2005,
June 21, 2005 and March 14, 2006, each between Assignor and Company (the "Term Sheets" and together with the PWS Agreement, the
"Agreements") shall be subject to the terms of this AAR Agreement. Capitalized terms used herein but not defined shall have the
meanings ascribed to them in the PWS Agreement.
Assignment and Assumption
Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right,
title and interest as in, to and under (a) the Assigned Loans and (b) the Agreements with respect to the Assigned Loans; provided,
however, that the Assignor is not assigning to the Assignee any of its right, title or interest, in, to and under the PWS Agreement
with respect to any mortgage loan other than the Assigned Loans listed on Exhibit A. Notwithstanding anything to the contrary
contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or
under the representations and warranties contained in Section 3.01 and Section 3.02 of the PWS Agreement and the Assignor is
retaining the right to enforce the representations and warranties set forth in those sections against the Company. Except as is
otherwise expressly provided herein, the Assignor makes no representations, warranties or covenants to the Assignee and the Assignee
acknowledges that the Assignor has no obligations to the Assignee under the terms of the PWS Agreement or otherwise relating to the
transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee).
Representations, Warranties and Covenants
Assignor warrants and represents to Assignee and Company as of the date hereof:
Attached hereto as Attachment 2 are true and accurate copies of the Agreements which agreements are in full force and
effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice
of termination been given thereunder;
Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its
interests, rights and obligations under the PWS Agreement as they relate to the Assigned Loans, free and clear from any and all
claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein and in the Mortgage Loan
Purchase Agreement dated as of April 28, 2006 between the Assignor and Structured Asset Mortgage Investments II Inc. ("SAMI II"),
Assignee shall have good title to each and every Assigned Loan, as well as any and all of Assignee's interests and rights under the
PWS Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;
There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the PWS
Agreement;
Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;
Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to acquire, own and sell the Assigned Loans;
Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in
the ordinary course of Assignor's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is
now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which
Assignor or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor.
This AAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by
Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance
with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether
enforceability is considered in a proceeding in equity or at law;
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this AAR
Agreement, or the consummation by it of the transactions contemplated hereby;
5
Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned
Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the
Securities Act of 1933, as amended (the "1933 Act") or which would render the disposition of the Assigned Loans a violation of
Section 5 of the 1933 Act or require registration pursuant thereto;
The Assignor has received from Company, and has delivered to the Assignee, all documents required to be delivered to
Assignor by the Company prior to the date hereof pursuant to the PWS Agreement with respect to the Assigned Loans and has not
received, and has not requested from the Company, any additional documents; and
There is no action, suit, proceeding, investigation or litigation pending or, to Assignor's knowledge, threatened, which
either in any instance or in the aggregate, if determined adversely to Assignor, would adversely affect Assignor's execution or
delivery of, or the enforceability of, this AAR Agreement, or the Assignor's ability to perform its obligations under this AAR
Agreement.
Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization
and has all requisite power and authority to hold the Assigned Loans as trustee on behalf of the holders of the Bear Stearns ALT-A
Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3;
Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in
the ordinary course of Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignee is
now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which
Assignee or its property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignee. This
AAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor
and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its
terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;
6
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this AAR
Agreement, or the consummation by it of the transactions contemplated hereby;
There is no action, suit, proceeding, investigation or litigation pending or, to Assignee's knowledge, threatened, which
either in any instance or in the aggregate, if determined adversely to Assignee, would adversely affect Assignee's execution or
delivery of, or the enforceability of, this AAR Agreement, or the Assignee's ability to perform its obligations under this AAR
Agreement; and
Assignee assumes for the benefit of each of the Assignor and the Company all of the rights of the Purchaser under the PWS
Agreement with respect to the Assigned Loans.
Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:
Attached hereto as Attachment 2 are true and accurate copies of the Agreements, which agreements are in full force and
effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice
of termination been given thereunder;
Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under the PWS
Agreement;
Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in
the ordinary course of Company's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Company's charter or by-laws or any legal restriction, or any material agreement or instrument to which Company is now
a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company
or its property is subject. The execution, delivery and performance by Company of this AAR Agreement and the consummation by it of
the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Company. This AAR
Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and
Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its
terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Company in connection with the execution, delivery or performance by Company of this AAR
Agreement, or the consummation by it of the transactions contemplated hereby;
7
The Company shall establish a Custodial Account and an Escrow Account under the PWS Agreement in favor of the Assignee with
respect to the Assigned Loans separate from the Custodial Account and Escrow Account previously established under the PWS Agreement
in favor of Assignor;
No event has occurred from the Closing Date to the date hereof which would render the representations and warranties as to
the related Assigned Loans made by the Company in Sections 3.01 and 3.02 of the PWS Agreement to be untrue in any material respect;
and
Neither this AAR Agreement nor any certification, statement, report or other agreement, document or instrument furnished or
to be furnished by the Company pursuant to this AAR Agreement contains or will contain any materially untrue statement of fact or
omits or will omit to state a material fact necessary to make the statements contained therein not misleading.
The Company hereby restates the representations and warranties set forth in Section 3.01(p) of the PWS Agreement as of the
date hereof.
Notwithstanding anything to the contrary in the PWS Agreement, the Company shall (or shall cause any Third-Party Originator
to) (i) immediately notify Assignor and SAMI II in writing of (A) legal proceedings pending against the Company, or proceedings known
to be contemplated by governmental authorities against the Company which in the judgment of the Company would be, in each case,
material to purchasers of securities backed by the Assigned Loans and (B) any affiliations or relationships of the type described in
Item 1119(b) of Regulation AB that develop following the date hereof between the Company and any of the above listed parties or other
parties identified in writing by the Assignor or SAMI II with respect to the Securitization Transaction and (ii) provide to the
Assignor and SAMI II a description of such proceedings, affiliations or relationships.
Each notice/update regarding Regulation AB should be sent to the Assignor by e-mail to regABnotifications@bear.com.
Additionally, all such notifications, other than those pursuant to (i)(A) above, should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
with copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
8
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Notifications pursuant to (i)(A) above should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
with a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns) harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that
Assignee (and its successors and assigns) may sustain in any way related to any breach of the representations or warranties of
Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.
Recognition of Assignee
From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans, and acknowledges that the
Assigned Loans are intended to be part of a REMIC or multiple REMICs, and will service the Assigned Loans in accordance with the PWS
Agreement (as modified by this AAR Agreement) but in no event in a manner that would (i) cause any such intended REMIC to fail to
qualify as a REMIC or (ii) result in the imposition of a tax upon any such intended REMIC (including but not limited to the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section
860G(d) of the Code). It is the intention of Assignor, Company and Assignee that this AAR Agreement shall be binding upon and for the
benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor shall amend or agree to amend,
modify, waive, or otherwise alter any of the terms or provisions of the PWS Agreement which amendment, modification, waiver or other
alteration would in any way affect the Assigned Loans without the prior written consent of Assignee.
9
Notwithstanding any term hereof to the contrary, it is expressly understood and agreed by the parties hereto that (a) the
execution and delivery of this AAR Agreement by the Assignee is solely in its capacity as trustee (the "Trustee") for Bear Stearns
ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 pursuant to the Pooling and Servicing Agreement (the "Poolingand Servicing Agreement"), dated as of April 1, 2006, among SAMI II, the Assignor, the Assignee, Wells Fargo Bank, National
Association, as master servicer (the "Master Servicer") and as securities administrator, and not individually, (b) each of the
representations, undertakings and agreements herein made on behalf of Bear Stearns ALT-A Trust 2006-3 (the "Trust") is made and
intended not as personal representations, undertakings and agreements of the Trustee but is made and intended for the purpose of
binding only the Trust and (c) under no circumstances shall the Trustee be personally liable for the payment of any indebtedness or
expenses of the Assignee or the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant
made or undertaken by the Assignee, the Assignor or the Trust under this AAR Agreement or made or undertaken by the Assignee, the
Assignor or the Trust under the Agreements or the Pooling and Servicing Agreement. Any recourse against the Assignee in respect of
any obligations it may have under or pursuant to the terms of this AAR Agreement shall be limited solely to the assets it may hold as
trustee for Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3.
Modification of PWS Agreement
The Company and Assignor hereby amend the PWS Agreement as follows:
The following definitions are added to Article I of the PWS Agreement:
Assignee: U.S. Bank National Association, not in its individual capacity but solely as trustee for the holders of
the Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3.
Master Servicer: Wells Fargo Bank, National Association, or its successors in interest who meet the qualifications
of the Pooling and Servicing Agreement and this Agreement.
Pooling and Servicing Agreement: That certain pooling and servicing agreement, dated as of April 1, 2006,
among SAMI II, the Trustee, the Master Servicer, the Securities Administrator and EMC Mortgage Corporation.
SAMI II: Structured Asset Mortgage Investments II Inc. ("SAMI II")
Securities Administrator: Wells Fargo Bank, National Association.
10
Trustee: U.S. Bank National Association, or its successor in interest, or any successor trustee appointed as
provided in the Pooling and Servicing Agreement.
The definition of Business Day is deleted in its entirety and replaced with the following:
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the States of California, New
York, Maryland or Minnesota, or (iii) a day on which banks in the States of New York, Maryland or Minnesota are
authorized or obligated by law or executive order to be closed.
The Standard & Poor's rating of "A2" in the definition of Eligible Account in Section 1.01 of the PWS Agreement is hereby
replaced with "AA".
The following is added to the first sentence of the fourth paragraph of Section 4.13 of the PWS Agreement:
"; provided, however, that any REO property shall be disposed of by the Company before the close of the third
taxable year following the taxable year in which the Mortgage Loan became an REO property, unless the Company is
otherwise directed by the Assignee."
Section 11.04 of the PWS Agreement is deleted in its entirety and replaced with the following:
Section 11.04 Governing Law.
This Agreement and the related Term Sheet shall be governed by and construed in accordance with the laws of
the State of New York without giving effect to principles of conflicts of laws and except to the extent preempted by
Federal law and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
Miscellaneous
All demands, notices and communications related to the Assigned Loans, the PWS Agreement and this AAR Agreement shall be in
writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as
follows:
In the case of Company:
GreenPoint Mortgage Funding, Inc.
100 Wood Hollow Drive
Novato, California94945
Attention: Susan Davia
In the case of Assignor:
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ralene Ruyle
Telecopier No.: (972) 444-2810
11
In the case of Assignee:
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston, MA02110
Attention: Maryellen Hunter
Telecopier No.: (617) 603-6401
In the case of Securities Administrator:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2006-3
Telecopier No.: (410) 715-2380
The Company hereby acknowledges that Wells Fargo Bank, National Association has been appointed as the master servicer of the
Assigned Loans pursuant to the Pooling and Servicing Agreement and therefor has the right to enforce all obligations of the Company,
as they relate to the Assigned Loans, under the PWS Agreement. Such right will include, without limitation, the right to terminate
the Company under the PWS Agreement upon the occurrence of an event of default thereunder, the right to receive all remittances
required to be made by the Company under the PWS Agreement, the right to receive all monthly reports and other data required to be
delivered by the Company under the PWS Agreement, the right to examine the books and records of the Company, indemnification rights,
and the right to exercise certain rights of consent and approval relating to actions taken by the Company. The Company shall make
all distributions under the PWS Agreement, as they relate to the Assigned Loans, to the Master Servicer by wire transfer of
immediately available funds to:
Wells Fargo Bank, National Association
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
FFC to: BSALTA 2006-3, Account #50915000.
and the Company shall deliver all reports required to be delivered under the PWS Agreement, as they relate to the Assigned Loans, to
the Assignee at the address set forth in Section 8(c) herein and to the Master Servicer at:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2006-3
12
Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the negotiations for,
documenting of and closing of the transactions contemplated by this AAR Agreement.
This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of
law principles (other than Section 5-1401 of the New York Obligations Law), and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in writing and
signed by the party against whom such waiver or modification is sought to be enforced.
This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which
Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
This AAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the PWS Agreement to the extent of
the Assigned Loans by Assignor to Assignee and the termination of the PWS Agreement.
This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an
original and all such counterparts shall constitute one and the same instrument.
In the event that any provision of this AAR Agreement conflicts with any provision of the PWS Agreement with respect to the
Assigned Loans, the terms of this AAR Agreement shall control.
13
IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
Assignor
By:__________________________________
Name:________________________________
Title:_______________________________
U.S. BANK NATIONAL ASSOCIATION, as
Trustee, the Assignee
By:__________________________________
Name:________________________________
Title:_______________________________
GREENPOINT MORTGAGE FUNDING, INC. Company
By:__________________________________
Name:________________________________
Title:_______________________________
ACKNOWLEDGED AND AGREED:
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:__________________________________________________
Name:
Title:
EXHIBIT I-17
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of April 28, 2006, among EMC
Mortgage Corporation (the "Assignor"), U.S. Bank National Association, not individually but solely as trustee for the holders of the
Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 (the "Assignee") and Savannah Bank, NA dba
Harbourside Mortgage Corporation (the "Company").
In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans (the
"Assigned Loans") listed on Attachment 1 annexed hereto purchased by the Assignor from the Company and now serviced by Company for
Assignor and its successors and assigns pursuant to the Purchase, Warranties and Servicing Agreement, dated as of April 1, 2005, as
amended by Amendment No. 1 to the Purchase, Warranties and Servicing Agreement, dated as of January 1, 2006, between Assignor and
Company (as amended, the "Purchase Agreement") shall be subject to the terms of this AAR Agreement. Capitalized terms used herein but
not defined shall have the meanings ascribed to them in the Purchase Agreement.
Assignment and Assumption
Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right,
title and interest as in, to and under (a) the Assigned Loans and (b) the Purchase Agreement with respect to the Assigned Loans;
provided, however, that the Assignor is not assigning to the Assignee any of its right, title or interest, in, to and under the
Purchase Agreement with respect to any mortgage loan other than the Assigned Loans listed on Attachment 1. Notwithstanding anything
to the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and
interest in, to or under the representations and warranties contained in Section 3.01 and Section 3.02 of the Purchase Agreement, and
any obligation of the Company to cure, repurchase or substitute for a mortgage loan and to indemnify the Assignor with respect to a
breach of such representations and warranties pursuant to Section 3.03 and Section 8.01 of the Purchase Agreement, and the Assignor
is retaining the right to enforce the representations and warranties and the obligations of the Company set forth in those sections
against the Company. In addition, the Assignor specifically reserves and does not assign to the Assignee any right, title and
interest in, to or under (a) Section 2.09 of the Purchase Agreement, (b) Section 4.03 and Section 4.13 of the Purchase Agreement (but
only insofar as such Sections grant to the Purchaser the right to terminate the servicing of defaulted Mortgage Loans and/or REO
Properties by the Company) and (c) Section 10.2 of the Purchase Agreement, and the Assignor is retaining the right to enforce such
sections against the Company. Except as is otherwise expressly provided herein, the Assignor makes no representations, warranties or
covenants to the Assignee and the Assignee acknowledges that the Assignor has no obligations to the Assignee under the terms of the
Purchase Agreement or otherwise relating to the transaction contemplated herein (including, but not limited to, any obligation to
indemnify the Assignee).
Representations, Warranties and Covenants
Assignor warrants and represents to Assignee and Company as of the date hereof:
Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement which agreement is in full force and effect as
of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of
termination been given thereunder;
Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its interests,
rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear from any and all claims and
encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein and in the Mortgage Loan Purchase
Agreement dated as of April 28, 2006 between the Assignor and Structured Asset Mortgage Investments II Inc. ("SAMI II"), Assignee
shall have good title to each and every Assigned Loan, as well as any and all of Assignor's interests, rights and obligations under
the Purchase Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;
There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the Purchase
Agreement;
Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;
Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has
all requisite power and authority to acquire, own and sell the Assigned Loans;
Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to
consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the
ordinary course of Assignor's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is
now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which
Assignor or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor.
This AAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by
Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance
with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether
enforceability is considered in a proceeding in equity or at law;
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No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to
be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this AAR Agreement, or the
consummation by it of the transactions contemplated hereby;
Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans
or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the
Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or
any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general advertising or
in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the Securities Act
of 1933, as amended (the "1933 Act") or which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933
Act or require registration pursuant thereto;
The Assignor has received from Company, and has delivered to the Assignee, all documents required to be delivered to Assignor by the
Company prior to the date hereof pursuant to the Purchase Agreement with respect to the Assigned Loans and has not received, and has
not requested from the Company, any additional documents; and
There is no action, suit, proceeding, investigation or litigation pending or, to Assignor's knowledge, threatened, which either in
any instance or in the aggregate, if determined adversely to Assignor, would adversely affect Assignor's execution or delivery of, or
the enforceability of, this AAR Agreement, or the Assignor's ability to perform its obligations under this AAR Agreement.
Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all
requisite power and authority to hold the Assigned Loans as trustee on behalf of the holders of the Bear Stearns ALT-A Trust 2006-3,
Mortgage Pass-Through Certificates, Series 2006-3;
Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to
consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the
ordinary course of Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignee is
now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which
Assignee or its property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignee. This
AAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor
and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its
terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;
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No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to
be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this AAR Agreement, or the
consummation by it of the transactions contemplated hereby;
There is no action, suit, proceeding, investigation or litigation pending or, to Assignee's knowledge, threatened, which either in
any instance or in the aggregate, if determined adversely to Assignee, would adversely affect Assignee's execution or delivery of, or
the enforceability of, this AAR Agreement, or the Assignee's ability to perform its obligations under this AAR Agreement; and
Assignee assumes for the benefit of each of the Assignor and the Company all of the rights of the Purchaser under the Purchase
Agreement with respect to the Assigned Loans.
Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:
Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement, which agreement is in full force and effect as
of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of
termination been given thereunder;
Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all
requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under the Purchase Agreement;
Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to
consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the
ordinary course of Company's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Company's charter or by-laws or any legal restriction, or any material agreement or instrument to which Company is now
a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company
or its property is subject. The execution, delivery and performance by Company of this AAR Agreement and the consummation by it of
the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Company. This AAR
Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and
Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its
terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;
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No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to
be obtained or made by Company in connection with the execution, delivery or performance by Company of this AAR Agreement, or the
consummation by it of the transactions contemplated hereby;
The Company shall establish a Custodial Account and an Escrow Account under the Purchase Agreement in favor of the Assignee with
respect to the Assigned Loans separate from the Custodial Account and Escrow Account previously established under the Purchase
Agreement in favor of Assignor;
No event has occurred from the Closing Date to the date hereof which would render the representations and warranties as to the
related Assigned Loans made by the Company in Sections 3.01 and 3.02 of the Purchase Agreement to be untrue in any material respect;
and
Neither this AAR Agreement nor any certification, statement, report or other agreement, document or instrument furnished or to be
furnished by the Company pursuant to this AAR Agreement contains or will contain any materially untrue statement of fact or omits or
will omit to state a fact necessary to make the statements contained therein not misleading.
The Company hereby restates the representations and warranties set forth in Section 3.01(p) of the Purchase Agreement as of the date
hereof.
Notwithstanding anything to the contrary in the Purchase Agreement, the Company shall (or shall cause any Third-Party
Originator to) (i) immediately notify Assignor and SAMI II in writing of (A) legal proceedings pending against the Company, or
proceedings known to be contemplated by governmental authorities against the Company which in the judgment of the Company would be,
in each case, material to purchasers of securities backed by the Assigned Loans and (B) any affiliations or relationships of the type
described in Item 1119(b) of Regulation AB that develop following the date hereof between the Company and any of the above listed
parties or other parties identified in writing by the Assignor or SAMI II with respect to the Securitization Transaction and (ii)
provide to the Assignor and SAMI II a description of such proceedings, affiliations or relationships.
Each notice/update regarding Regulation AB should be sent to the Assignor by e-mail to regABnotifications@bear.com.
Additionally, all such notifications, other than those pursuant to (i)(A) above, should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
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with copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Notifications pursuant to (i)(A) above should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
with a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns) harmless against any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that Assignee
(and its successors and assigns) may sustain in any way related to any breach of the representations or warranties of Assignor set
forth in this AAR Agreement or the breach of any covenant or condition contained herein.
Recognition of Assignee
From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans, and acknowledges that the Assigned
Loans are intended to be part of a REMIC or multiple REMICs, and will service the Assigned Loans in accordance with the Purchase
Agreement (as modified by this AAR Agreement) but in no event in a manner that would (i) cause any such intended REMIC to fail to
qualify as a REMIC or (ii) result in the imposition of a tax upon any such intended REMIC (including but not limited to the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section
860G(d) of the Code). It is the intention of Assignor, Company and Assignee that this AAR Agreement shall be binding upon and for the
benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor shall amend or agree to amend,
modify, waive, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or
other alteration would in any way affect the Assigned Loans without the prior written consent of Assignee.
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Notwithstanding any term hereof to the contrary, it is expressly understood and agreed by the parties hereto that (a) the execution
and delivery of this AAR Agreement by the Assignee is solely in its capacity as trustee (the "Trustee") for Bear Stearns ALT-A Trust
2006-3, Mortgage Pass-Through Certificates, Series 2006-3 pursuant to the Pooling and Servicing Agreement (the "Pooling and ServicingAgreement"), dated as of April 1, 2006, among SAMI II, the Assignor, the Assignee, Wells Fargo Bank, National Association, as master
servicer (the "Master Servicer") and as securities administrator, and not individually, (b) each of the representations, undertakings
and agreements herein made on behalf of Bear Stearns ALT-A Trust 2006-3 (the "Trust") is made and intended not as personal
representations, undertakings and agreements of the Trustee but is made and intended for the purpose of binding only the Trust and
(c) under no circumstances shall the Trustee be personally liable for the payment of any indebtedness or expenses of the Assignee or
the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the
Assignee, the Assignor or the Trust under this AAR Agreement or made or undertaken by the Assignee, the Assignor or the Trust under
the Agreements or the Pooling and Servicing Agreement. Any recourse against the Assignee in respect of any obligations it may have
under or pursuant to the terms of this AAR Agreement shall be limited solely to the assets it may hold as trustee for Bear Stearns
ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3.
Modification of Purchase Agreement
The Company and Assignor hereby amend the Purchase Agreement as follows:
The following definitions are added to Article I of the Purchase Agreement:
Master Servicer: Wells Fargo Bank, National Association, or its successors in interest who meet the qualifications
of the Pooling and Servicing Agreement and this Agreement.
Pooling and Servicing Agreement: That certain pooling and servicing agreement, dated as of April 1, 2006, among
Structured Asset Mortgage Investments II Inc., the Trustee, the Master Servicer, the Securities Administrator and
EMC Mortgage Corporation.
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Securities Administrator: Wells Fargo Bank, National Association
Servicing Fee Rate: As provided in the related mortgage loan schedule.
Trustee: U.S. Bank National Association, or its successor in interest, or any successor trustee appointed as
provided in the Pooling and Servicing Agreement.
The definition of Business Day is deleted in its entirety and replaced with the following:
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the States of New York,
Maryland, Minnesota or South Carolina, or (iii) a day on which banks in the States of New York, Maryland, Minnesota
or South Carolina are authorized or obligated by law or executive order to be closed.
The phrase "in a form acceptable for filing with the Securities and Exchange Commission as an exhibit to a Form 10-K" shall be added
following the phrase "acceptable to the Purchaser" in each of Section 6.04 and Section 6.05 of the Purchase Agreement.
Section 11.04 of the Purchase Agreement is deleted in its entirety and replaced with the following:
Section 11.04 Governing Law.
This Agreement and the related Term Sheet shall be governed by and construed in accordance with the laws of
the State of New York without giving effect to principles of conflicts of laws and except to the extent preempted by
Federal law. The obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
Miscellaneous
All demands, notices and communications related to the Assigned Loans, the Purchase Agreement and this AAR Agreement shall be in
writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as
follows:
In the case of Company:
Savannah Bank, NA dba Harbourside Mortgage Corporation
23-B Shelter Cove Land
Hilton Head, South Carolina29928
Attention: Richard Gillette
Telecopier No.: (843) 341-1200
In the case of Assignor:
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ralene Ruyle
Telecopier No.: (972) 444-2810
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with a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York10179
Attention: Ernie Calabrese
Telecopier No.: (212) 272-5591
In the case of Assignee:
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston, MA02110
Attention: Maryellen Hunter
Telecopier No.: (617) 603-640
The Company hereby acknowledges that Wells Fargo Bank, National Association (the "Master Servicer") has been appointed as the master
servicer of the Assigned Loans pursuant to the Pooling and Servicing Agreement and therefore has the right to enforce all obligations
of the Company, as they relate to the Assigned Loans, under the Purchase Agreement. Such right will include, without limitation, the
right to terminate the Company under the Purchase Agreement upon the occurrence of an event of default thereunder, the right to
receive all remittances required to be made by the Company under the Purchase Agreement, the right to receive all monthly reports and
other data required to be delivered by the Company under the Purchase Agreement, the right to examine the books and records of the
Company, indemnification rights, and the right to exercise certain rights of consent and approval relating to actions taken by the
Company. The Company shall make all distributions under the Purchase Agreement, as they relate to the Assigned Loans, to the Master
Servicer by wire transfer of immediately available funds to:
BSALTA 2006-3 Master Servicer Collection Account
Wells Fargo Bank, National Association
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
For Further Credit to: BSALTA 2006-3, Account #50915000.
and the Company shall deliver all reports required to be delivered under the Purchase Agreement, as they relate to the
Assigned Loans, to the Assignee at the address set forth in Section 8 herein and to the Master Servicer at:
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Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: Client Manager BSALTA 2006-3
Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the negotiations for,
documenting of and closing of the transactions contemplated by this AAR Agreement.
This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law
principles (other than Section 5-1401 of the New York Obligations Law), and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in writing and signed by
the party against whom such waiver or modification is sought to be enforced.
This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor,
Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor,
Assignee or Company, respectively, hereunder.
This AAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Purchase Agreement to the extent of the
Assigned Loans by Assignor to Assignee and the termination of the Purchase Agreement.
This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original
and all such counterparts shall constitute one and the same instrument.
In the event that any provision of this AAR Agreement conflicts with any provision of the Purchase Agreement with respect to the
Assigned Loans, the terms of this AAR Agreement shall control.
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IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
Assignor
By:____________________________________
Name:__________________________________
Title:_________________________________
U.S. BANK NATIONAL ASSOCIATION, not individually but solely as Trustee for the Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through
Certificates, Series 2006-3
Assignee
By:____________________________________
Name:__________________________________
Title:_________________________________
SAVANNAH BANK, NA dba HARBOURSIDE MORTGAGE CORPORATION
Company
By:____________________________________
Name:__________________________________
Title:_________________________________
Acknowledged and Agreed:
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:____________________________________
Name:__________________________________
Title:_________________________________
EXHIBIT I-18
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of April 28, 2006, among EMC
Mortgage Corporation (the "Assignor"), U.S. Bank National Association, not individually but solely as trustee for the holders of the
Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 (the "Assignee") and HomeBanc Mortgage Corporation
(the "Company").
In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans (the
"Assigned Loans") listed on Attachment 1 annexed hereto (the "Assigned Loan Schedule") purchased by the Assignor from the Company and
now serviced by Company for Assignor and its successors and assigns pursuant to (a) the Purchase, Warranties and Servicing Agreement,
dated as of January 1, 2004, as amended by the Amended and Restated Amendment No. 1 to the Purchase, Warranties and Servicing
Agreement, dated as of January 27, 2006, between Assignor and Company (as amended, the "PWS Agreement") and (b) the Term Sheet dated
September 26, 2005 between Assignor and Company (the "Term Sheet" and together with the PWS Agreement, the "Agreements") shall be
subject to the terms of this AAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them
in the PWS Agreement.
Assignment and Assumption
Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right,
title and interest as in, to and under (a) the Assigned Loans and (b) the Agreements with respect to the Assigned Loans; provided,
however, that the Assignor is not assigning to the Assignee any of its right, title or interest, in, to and under the PWS Agreement
with respect to any mortgage loan other than the Assigned Loans listed on Exhibit A. Notwithstanding anything to the contrary
contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or
under the representations and warranties contained in Section 3.01 and Section 3.02 of the PWS Agreement and the Assignor is
retaining the right to enforce the representations and warranties set forth in those sections against the Company. Except as is
otherwise expressly provided herein, the Assignor makes no representations, warranties or covenants to the Assignee and the Assignee
acknowledges that the Assignor has no obligations to the Assignee under the terms of the PWS Agreement or otherwise relating to the
transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee).
Representations, Warranties and Covenants
Assignor warrants and represents to Assignee and Company as of the date hereof:
Attached hereto as Attachment 2 are true and accurate copies of the Agreements which agreements are in full force and effect as of
the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of
termination been given thereunder;
Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its interests,
rights and obligations under the PWS Agreement as they relate to the Assigned Loans, free and clear from any and all claims and
encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein and in the Mortgage Loan Purchase
Agreement dated as of April 28, 2006 between the Assignor and Structured Asset Mortgage Investments II Inc. ("SAMI II"), Assignee
shall have good title to each and every Assigned Loan, as well as any and all of Assignee's interests, rights and obligations under
the PWS Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;
There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the PWS Agreement;
Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;
Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has
all requisite power and authority to acquire, own and sell the Assigned Loans;
Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to
consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the
ordinary course of Assignor's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is
now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which
Assignor or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor.
This AAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by
Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance
with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether
enforceability is considered in a proceeding in equity or at law;
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to
be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this AAR Agreement, or the
consummation by it of the transactions contemplated hereby;
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Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans
or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the
Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or
any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general advertising or
in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the Securities Act
of 1933, as amended (the "1933 Act") or which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933
Act or require registration pursuant thereto;
The Assignor has received from Company, and has delivered to the Assignee, all documents required to be delivered to Assignor by the
Company prior to the date hereof pursuant to the PWS Agreement with respect to the Assigned Loans and has not received, and has not
requested from the Company, any additional documents; and
There is no action, suit, proceeding, investigation or litigation pending or, to Assignor's knowledge, threatened, which either in
any instance or in the aggregate, if determined adversely to Assignor, would adversely affect Assignor's execution or delivery of, or
the enforceability of, this AAR Agreement, or the Assignor's ability to perform its obligations under this AAR Agreement.
Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all
requisite power and authority to hold the Assigned Loans as trustee on behalf of the holders of the Bear Stearns ALT-A Trust 2006-3,
Mortgage Pass-Through Certificates, Series 2006-3;
Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to
consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the
ordinary course of Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignee is
now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which
Assignee or its property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignee. This
AAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor
and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its
terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;
7
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to
be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this AAR Agreement, or the
consummation by it of the transactions contemplated hereby;
There is no action, suit, proceeding, investigation or litigation pending or, to Assignee's knowledge, threatened, which either in
any instance or in the aggregate, if determined adversely to Assignee, would adversely affect Assignee's execution or delivery of, or
the enforceability of, this AAR Agreement, or the Assignee's ability to perform its obligations under this AAR Agreement; and
Assignee assumes for the benefit of each of the Assignor and the Company all of the rights of the Purchaser under the PWS Agreement
with respect to the Assigned Loans.
Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:
Attached hereto as Attachment 2 are true and accurate copies of the Agreements, which agreements are in full force and effect as of
the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of
termination been given thereunder;
Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all
requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under the PWS Agreement;
Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to
consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the
ordinary course of Company's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Company's charter or by-laws or any legal restriction, or any material agreement or instrument to which Company is now
a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company
or its property is subject. The execution, delivery and performance by Company of this AAR Agreement and the consummation by it of
the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Company. This AAR
Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and
Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its
terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to
be obtained or made by Company in connection with the execution, delivery or performance by Company of this AAR Agreement, or the
consummation by it of the transactions contemplated hereby;
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The Company shall establish a Custodial Account and an Escrow Account under the PWS Agreement in favor of the Assignee with respect
to the Assigned Loans separate from the Custodial Account and Escrow Account previously established under the PWS Agreement in favor
of Assignor;
No event has occurred from the Closing Date to the date hereof which would render the representations and warranties as to the
related Assigned Loans made by the Company in Sections 3.01 and 3.02 of the PWS Agreement to be untrue in any material respect; and
Neither this AAR Agreement nor any certification, statement, report or other agreement, document or instrument furnished or to be
furnished by the Company pursuant to this AAR Agreement contains or will contain any materially untrue statement of fact or omits or
will omit to state a material fact necessary to make the statements contained therein not misleading.
The Company hereby restates the representations and warranties set forth in Section 3.01(p) of the PWS Agreement as of the date
hereof.
Notwithstanding anything to the contrary in the PWS Agreement, the Company shall (or shall cause any Third-Party Originator
to) (i) immediately notify Assignor and SAMI II in writing of (A) legal proceedings pending against the Company, or proceedings known
to be contemplated by governmental authorities against the Company which in the judgment of the Company would be, in each case,
material to purchasers of securities backed by the Assigned Loans, (B) any affiliations or relationships of the type described in
Item 1119(b) of Regulation AB that develop following the date hereof between the Company and any of the above listed parties or other
parties identified in writing by the Assignor or SAMI II with respect to the Securitization Transaction and (ii) provide to the
Assignor and SAMI II a description of such proceedings, affiliations or relationships.
Each notice/update regarding Regulation AB should be sent to the Assignor by e-mail to regABnotifications@bear.com.
Additionally, all such notifications, other than those pursuant to (i)(A) above, should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
with copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
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EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Notifications pursuant to (i)(A) above should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
with a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns) harmless against any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that Assignee
(and its successors and assigns) may sustain in any way related to any breach of the representations or warranties of Assignor set
forth in this AAR Agreement or the breach of any covenant or condition contained herein.
Recognition of Assignee
From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans, and acknowledges that the Assigned
Loans are intended to be part of a REMIC or multiple REMICs, and will service the Assigned Loans in accordance with the PWS Agreement
(as modified by this AAR Agreement) but in no event in a manner that would (i) cause any such intended REMIC to fail to qualify as a
REMIC or (ii) result in the imposition of a tax upon any such intended REMIC (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code). It is the intention of Assignor, Company and Assignee that this AAR Agreement shall be binding upon and for the benefit of the
respective successors and assigns of the parties hereto. Neither Company nor Assignor shall amend or agree to amend, modify, waive,
or otherwise alter any of the terms or provisions of the PWS Agreement which amendment, modification, waiver or other alteration
would in any way affect the Assigned Loans without the prior written consent of Assignee.
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Notwithstanding any term hereof to the contrary, it is expressly understood and agreed by the parties hereto that (a) the execution
and delivery of this AAR Agreement by the Assignee is solely in its capacity as trustee (the "Trustee") for Bear Stearns ALT-A Trust
2006-3, Mortgage Pass-Through Certificates, Series 2006-3 pursuant to the Pooling and Servicing Agreement (the "Pooling and ServicingAgreement"), dated as of April 1, 2006, among SAMI II, the Assignor, the Assignee, Wells Fargo Bank, National Association, as master
servicer (the "Master Servicer") and as securities administrator, and not individually, (b) each of the representations, undertakings
and agreements herein made on behalf of Bear Stearns ALT-A Trust 2006-3 (the "Trust") is made and intended not as personal
representations, undertakings and agreements of the Trustee but is made and intended for the purpose of binding only the Trust and
(c) under no circumstances shall the Trustee be personally liable for the payment of any indebtedness or expenses of the Assignee or
the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the
Assignee, the Assignor or the Trust under this AAR Agreement or made or undertaken by the Assignee, the Assignor or the Trust under
the Agreements or the Pooling and Servicing Agreement. Any recourse against the Assignee in respect of any obligations it may have
under or pursuant to the terms of this AAR Agreement shall be limited solely to the assets it may hold as trustee for Bear Stearns
ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3.
Modification of PWS Agreement
The Company and Assignor hereby amend the PWS Agreement as follows:
The following definitions are added to Article I of the PWS Agreement:
Assignee: U.S. Bank National Association, as trustee for the holders of the Bear Stearns ALT-A Trust 2006-3,
Mortgage Pass-Through Certificates, Series 2006-3.
Pooling and Servicing Agreement: That certain pooling and servicing agreement, dated as of April 1, 2006,
among SAMI II, the Trustee, the Master Servicer, the Securities Administrator and EMC Mortgage Corporation.
SAMI II: Structured Asset Mortgage Investments II Inc.
Securities Administrator: Wells Fargo Bank, National Association.
Trustee: U.S. Bank National Association, or its successor in interest, or any successor trustee appointed as
provided in the Pooling and Servicing Agreement.
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The definition of Business Day is deleted in its entirety and replaced with the following:
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the States of New York,
Georgia, Maryland or Minnesota, or (iii) a day on which banks in the States of New York, Georgia, Maryland or
Minnesota are authorized or obligated by law or executive order to be closed.
The Standard & Poor's rating of "A2" in the definition of Eligible Account in Section 1.01 of the PWS Agreement is hereby replaced
with "AA".
The following is added to the first sentence of the fourth paragraph of Section 4.13 of the PWS Agreement:
"; provided, however, that any REO property shall be disposed of by the Company before the close of the third
taxable year following the taxable year in which the Mortgage Loan became an REO property, unless the Company is
otherwise directed by the Assignee."
(j) Section 11.04 of the PWS Agreement is deleted in its entirety and replaced with the following:
Section 11.04 Governing Law.
This Agreement and the related Term Sheet shall be governed by and construed in accordance with the laws of
the State of New York without giving effect to principles of conflicts of laws and except to the extent preempted by
Federal law and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
Miscellaneous
All demands, notices and communications related to the Assigned Loans, the PWS Agreement and this AAR Agreement shall be in writing
and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as follows:
In the case of Company:
HomeBanc Mortgage Corporation
2002 Summit Boulevard, Suite 100
Atlanta, GA30319
Attention: Debra F. Watkins, EVP and Chief Capital Markets Officer
Telecopier No.: (404) 705-2301
With a copy to:
HomeBanc Mortgage Corporation
2002 Summit Boulevard, Suite 100
Atlanta, GA30319
Attention: General Counsel
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In the case of Assignor:
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ralene Ruyle
Telecopier No.: (972) 444-2810
In the case of Assignee:
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston, MA02110
Attention: Maryellen Hunter
Telecopier No.: (617) 603-6401
In the case of Securities Administrator:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2006-3
Telecopier No.: (410) 715-2380
The Company hereby acknowledges that Wells Fargo Bank, National Association has been appointed as the master servicer of the Assigned
Loans pursuant to the Pooling and Servicing Agreement and therefor has the right to enforce all obligations of the Company, as they
relate to the Assigned Loans, under the PWS Agreement. Such right will include, without limitation, the right to terminate the
Company under the PWS Agreement upon the occurrence of an event of default thereunder, the right to receive all remittances required
to be made by the Company under the PWS Agreement, the right to receive all monthly reports and other data required to be delivered
by the Company under the PWS Agreement, the right to examine the books and records of the Company, indemnification rights, and the
right to exercise certain rights of consent and approval relating to actions taken by the Company. The Company shall make all
distributions under the PWS Agreement, as they relate to the Assigned Loans, to the Master Servicer by wire transfer of immediately
available funds to:
Wells Fargo Bank, National Association
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
FFC to: BSALTA 2006-3, Account # 50915000.
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and the Company shall deliver all reports required to be delivered under the PWS Agreement, as they relate to the Assigned Loans, to
the Assignee at the address set forth in Section 8(c) herein and to the Master Servicer at:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2006-3
Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the negotiations for,
documenting of and closing of the transactions contemplated by this AAR Agreement.
This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law
principles (other than Section 5-1401 of the New York Obligations Law), and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in writing and signed by
the party against whom such waiver or modification is sought to be enforced.
This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor,
Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor,
Assignee or Company, respectively, hereunder.
This AAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the PWS Agreement to the extent of the
Assigned Loans by Assignor to Assignee and the termination of the PWS Agreement.
This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original
and all such counterparts shall constitute one and the same instrument.
In the event that any provision of this AAR Agreement conflicts with any provision of the PWS Agreement with respect to the Assigned
Loans, the terms of this AAR Agreement shall control.
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IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION,
Assignor
By:_______________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
not individually but solely as trustee for the holders of Bear Stearns
ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3,
Assignee
By:_______________________________
Name:
Title:
HOMEBANC MORTGAGE CORPORATION,
Company
By:_______________________________
Name:
Title:
ACKNOWLEDGED:
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:_______________________________
Name:
Title:
EXHIBIT I-19
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of April 28, 2006, among EMC
Mortgage Corporation (the "Assignor"), U.S. Bank National Association, not individually but solely as trustee for the holders of the
Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 (the "Assignee") and HSBC Mortgage Corporation
(USA) (the "Company").
Whereas, the Assignor purchased certain residential mortgage loans (the "Assigned Loans") listed on Attachment 1 annexed
hereto (the "Assigned Loan Schedule") from the Company pursuant to the Amended and Restated Purchase, Warranties and Servicing
Agreement, dated as of September 1, 2005, as amended by Amendment Reg AB (the "Amendment Reg AB"), dated as of November 7, 2005 (as
amended, the "Servicing Agreement"), between the Company and Assignor and pursuant to which the Company agreed to service the
Assigned Loans; and
In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Assignor's right, title and interest to
and under the Servicing Agreement and the Assigned Loans now serviced by Company for Assignor, shall be subject to the terms of this
AAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Servicing Agreement.
Assignment and Assumption
13. Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right,
title and interest as in, to and under (a) the Assigned Loans and (b) the Servicing Agreement; provided, however, that the Assignor
is not assigning to the Assignee any of its right, title or interest, in, to and under the Servicing Agreement with respect to any
mortgage loan other than the Assigned Loans listed on Attachment 1. Notwithstanding anything to the contrary contained herein, the
Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under the representations
and warranties contained in Section 3.01 and Section 3.02 of the Servicing Agreement and the Assignor is retaining the right to
enforce the representations and warranties set forth in those sections against the Company. Except as is otherwise expressly
provided herein, the Assignor makes no representations, warranties or covenants to the Assignee and the Assignee acknowledges that
the Assignor has no obligations to the Assignee under the terms of the Servicing Agreement or otherwise relating to the transaction
contemplated herein (including, but not limited to, any obligation to indemnify the Assignee).
Representations, Warranties and Covenants
14. Assignor warrants and represents to Assignee and Company as of the date hereof:
(yyyyy) [reserved];
(zzzzz) Attached hereto as Attachment 2 is a true and accurate copy of the Servicing Agreement which agreement is in full force and
effect as of the date hereof and the provisions of which have not been waived, amended or modified in any
respect, nor has any notice of termination been given thereunder;
(aaaaaa) Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its
interests, rights and obligations under the Servicing Agreement as they relate to the Assigned Loans, free
and clear from any and all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee
as contemplated herein and in the Mortgage Loan Purchase Agreement dated as of April 28, 2006 between the
Assignor and Structured Asset Mortgage Investments II Inc. ("SAMI II"), Assignee shall have good title to
each and every Assigned Loan, as well as any and all of Assignor's interests and rights under the Servicing
Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and
encumbrances;
(bbbbbb) There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the
Servicing Agreement;
(cccccc) Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;
(dddddd) Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to acquire, own and sell the Assigned Loans;
(eeeeee) Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by
this AAR Agreement is in the ordinary course of Assignor's business and will not conflict with, or result
in a breach of, any of the terms, conditions or provisions of Assignor's charter or by-laws or any legal
restriction, or any material agreement or instrument to which Assignor is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor
or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and
the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on the part of Assignor. This AAR Agreement has been duly executed and delivered by
Assignor and, upon the due authorization, execution and delivery by Assignee and Company, will constitute
the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its
terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or
other similar laws now or hereafter in effect relating to creditors' rights generally, and by general
principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
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(ffffff) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignor in connection with the execution, delivery or performance by
Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;
(gggggg) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer,
pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans or otherwise
approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned Loans with any
Person in any manner, or made any general solicitation by means of general advertising or in any other
manner, or taken any other action which would constitute a distribution of the Assigned Loans under the
Securities Act of 1933, as amended (the "1933 Act") or which would render the disposition of the Assigned
Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto;
(hhhhhh) The Assignor has received from Company, and has delivered to the Assignee, all documents required to be delivered to
Assignor by the Company prior to the date hereof pursuant to the Servicing Agreement and the Servicing
Agreement with respect to the Assigned Loans and has not received, and has not requested from the Company,
any additional documents; and
(iiiiii) There is no action, suit, proceeding, investigation or litigation pending or, to Assignor's knowledge, threatened, which
either in any instance or in the aggregate, if determined adversely to Assignor, would adversely affect
Assignor's execution or delivery of, or the enforceability of, this AAR Agreement, or the Assignor's
ability to perform its obligations under this AAR Agreement.
15. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
(a) Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and
has all requisite power and authority to hold the Assigned Loans as trustee on behalf of the holders of the
Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3;
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(b) Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by
this AAR Agreement is in the ordinary course of Assignee's business and will not conflict with, or result
in a breach of, any of the terms, conditions or provisions of Assignee's charter or by-laws or any legal
restriction, or any material agreement or instrument to which Assignee is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee
or its property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and
the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Assignee. This AAR Agreement has been duly executed and delivered by Assignee
and, upon the due authorization, execution and delivery by Assignor and Company, will constitute the valid
and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except
as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignee in connection with the execution, delivery or performance by
Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;
(d) There is no action, suit, proceeding, investigation or litigation pending or, to Assignee's knowledge, threatened, which
either in any instance or in the aggregate, if determined adversely to Assignee, would adversely affect
Assignee's execution or delivery of, or the enforceability of, this AAR Agreement, or the Assignee's
ability to perform its obligations under this AAR Agreement; and
(e) Assignee assumes for the benefit of each of the Assignor and the Company all of the rights of the Purchaser under the
Servicing Agreement with respect to the Assigned Loans.
16. Company warrants and represents to, and covenants with, Assignor and Assignee as of the date hereof:
(f) [reserved];
(g) Attached hereto as Attachment 2 is a true and accurate copy of the Servicing Agreement which agreement is in full force and
effect as of the date hereof and the provisions of which have not been waived, amended or modified in any
respect, nor has any notice of termination been given thereunder;
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(h) Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to service the Assigned Loans and otherwise to perform its
obligations under the Servicing Agreement;
(i) Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and
to consummate the transactions set forth herein. The consummation of the transactions contemplated by this
AAR Agreement is in the ordinary course of Company's business and will not conflict with, or result in a
breach of, any of the terms, conditions or provisions of Company's charter or by-laws or any legal
restriction, or any material agreement or instrument to which Company is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company
or its property is subject. The execution, delivery and performance by Company of this AAR Agreement and
the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on the part of Company. This AAR Agreement has been duly executed and delivered by
Company, and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute
the valid and legally binding obligation of Company, enforceable against Company in accordance with its
terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or
other similar laws now or hereafter in effect relating to creditors' rights generally, and by general
principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
(j) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Company in connection with the execution, delivery or performance by
Company of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;
(k) The Company shall establish a Custodial Account and an Escrow Account under the Servicing Agreement in favor of the Assignee
with respect to the Assigned Loans separate from the Custodial Account and Escrow Account previously
established under the Servicing Agreement in favor of Assignor;
(l) No event has occurred from the Closing Date to the date hereof which would render the representations and warranties as to
the related Assigned Loans made by the Company in Sections 3.01 and 3.02 of the Servicing Agreement to be
untrue in any material respect; and
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(m) Neither this AAR Agreement nor any certification, statement, report or other agreement, document or instrument furnished or
to be furnished by the Company pursuant to this AAR Agreement contains or will contain any materially
untrue statement of fact or omits or will omit to state a fact necessary to make the statements contained
therein not misleading.
17. Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns) harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that
Assignee (and its successors and assigns) may sustain in any way related to any breach of the representations or warranties of
Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.
Recognition of Assignee
18. From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans, and acknowledges that the
Assigned Loans are intended to be part of a REMIC or multiple REMICs, and will service the Assigned Loans in accordance with the
Servicing Agreement (as modified by this AAR Agreement) but in no event in a manner that would (i) cause any such intended REMIC to
fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any such intended REMIC (including but not limited to the
tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code). It is the intention of Assignor, Company and Assignee that this AAR Agreement shall be binding upon
and for the benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor shall amend or
agree to amend, modify, waive, or otherwise alter any of the terms or provisions of the Servicing Agreement which amendment,
modification, waiver or other alteration would in any way affect the Assigned Loans without the prior written consent of Assignee.
19. Notwithstanding any term hereof to the contrary, it is expressly understood and agreed by the parties hereto that (i) this
AAR Agreement is acknowledged and accepted by the Assignee not individually or personally but solely as Assignee for the Trust in the
exercise of the powers and authority conferred and vested in it under the Pooling and Servicing Agreement (the "Pooling and ServicingAgreement"), dated as of April 1, 2006, among SAMI II, the Assignor, the Assignee, Wells Fargo Bank, National Association, as master
servicer (the "Master Servicer") and as securities administrator, (ii) each of the representations, undertakings and agreements
herein made on behalf of the Trust is made and intended not as personal representations, undertakings and agreements of the Assignee
but is made and intended for the purpose of binding only the Trust and (iii) under no circumstances shall the Assignee be personally
liable for the payment of any indebtedness or expenses of the Assignee or the Trust or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the Assignee, the Assignor or the Trust under the Servicing
Agreement or the Pooling and Servicing Agreement. Any recourse against the Assignee in respect of any obligations it may have under
or pursuant to the terms of this AAR Agreement shall be limited solely to the assets it may hold as trustee of Bear Stearns ALT-A
Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3.
6
Modification of Servicing Agreement
20. The Company and Assignor hereby amend the Servicing Agreement as follows:
(a) The following definitions are added to Article I of the Servicing Agreement:
Assignee: U.S. Bank National Association, as trustee for the holders of the Bear Stearns ALT-A Trust 2006-3, Mortgage
Pass-Through Certificates, Series 2006-3.
Depositor: SAMI II.
Master Servicer: Wells Fargo Bank, National Association, or its successors in interest who meet the qualifications of the
Pooling and Servicing Agreement and this Agreement.
Nonrecoverable Advance: Any advance previously made by the Company pursuant to Section 5.03 or any Servicing Advance which,
in the good faith judgment of the Company, may not be ultimately recoverable by the Company from Liquidation Proceeds or
otherwise. The determination by the Company that it has made a Nonrecoverable Advance, shall be evidenced by an Officer's
Certificate of the Company delivered to the Purchaser and the Master Servicer and detailing the reasons for such
determination.
Pooling and Servicing Agreement: That certain pooling and servicing agreement, dated as of April 1, 2006, among Structured
Asset Mortgage Investments II Inc., the Trustee, the Master Servicer and the Purchaser.
SAMI II: Structured Asset Mortgage Investments II Inc.
Securities Administrator: Wells Fargo Bank, National Association.
Trustee: U.S. Bank National Association, or its successor in interest, or any successor trustee appointed as provided in the
Pooling and Servicing Agreement.
(b) The definition of Business Day is deleted in its entirety and replaced with the following:
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the States of New York, Maryland or
Minnesota, or (iii) a day on which banks in the States of New York, Maryland or Minnesota are authorized or obligated by law
or executive order to be closed.
(c) Article III of the Servicing Agreement is hereby amended effective as of the date hereof by adding the following new
Section 3.02(kkk):
(kkk) With respect to each Mortgage Loan, information regarding the borrower credit files related to such
Mortgage Loan has been furnished to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting
Act and the applicable implementing regulations.
7
(d) Article IV of the Servicing Agreement is hereby amended effective as of the date hereof by adding the following
after the first sentence in 4.01:
In addition, the Company shall furnish information regarding the borrower credit files related to such Mortgage Loan
to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable
implementing regulations.
The following is added as Subsection 4.05(ix) of the Servicing Agreement:
"(ix) to reimburse itself for any Nonrecoverable Advances;"
(e) The following is added to the second sentence of the third paragraph of Section 4.13 of the Servicing Agreement:
"; provided, however, that any REO property shall be disposed of by the Company before the close of the third taxable year
following the taxable year in which the Mortgage Loan became an REO property, unless the Company is otherwise directed by
the Assignee."
(f) Section 5.02 of the Servicing Agreement is hereby amended by replacing the first two paragraphs with the following:
"Not later than the tenth (10th) calendar day of each month (or if such tenth calendar day is not a Business Day,
the immediately succeeding Business Day), the Servicer shall furnish to the Master Servicer in a format as outlined below
(or in such other formats mutually agreed between the Servicer and the Master Servicer) (i) (a) monthly loan data in the
format set forth in Exhibit E-1 hereto, (b) default loan data in the format set forth in Exhibit E-2 hereto and (c)
information regarding realized losses and gains in the format set forth in Exhibit E-3 hereto (or in such other formats
mutually agreed between the Servicer and the Master Servicer), in each case relating to the period ending on the last day of
the preceding calendar month, (ii) all such information required pursuant to clause (i)(a) above on a magnetic tape,
electronic mail, or other similar media reasonably acceptable to the Master Servicer and (iii) all supporting documentation
with respect to the information required pursuant to clause (i)(c) above."
(g) Section 11.04 of the Servicing Agreement is deleted in its entirety and replaced with the following:
Section 11.04 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of New
York without giving effect to principles of conflicts of laws and except to the extent preempted
by Federal law and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
(h) The following shall be added as Section 11.19 of the Servicing Agreement:
8
Section 11.19 Third Party Beneficiary.
For purposes of this Agreement, any Master Servicer shall be considered a third party beneficiary
to this Agreement entitled to all the rights and benefits accruing to any Master Servicer herein
as if it were a direct party to this Agreement.
(i) Section 2(f)(vii)(B) of the Amendment Reg AB is hereby amended by deleting from the first paragraph the words ",
which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants'
letter was required to be delivered".
(j) Exhibits E-1, E-2 and E-3 (attached hereto as Attachment 3 to this AAR) are hereby attached to the Servicing
Agreement.
Miscellaneous
21. All demands, notices and communications related to the Assigned Loans, the Servicing Agreement and this AAR Agreement shall
be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid,
as follows:
a. In the case of Company,
HSBC MORTGAGE CORPORATION (USA)
Lori A. Miller / Assistant Vice President
2929 Walden Avenue
Depew, New York14043
b. In the case of Assignor,
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ms.Ralene Ruyle
Telecopier No.: (972) 442-2810
All notices and updates required to be provided to the Assignor regarding Regulation AB pursuant to the
Servicing Agreement should be sent to the Assignor by email to regABnotifications@bear.com, and additionally:
(A) for Item 1117 (Legal Proceedings) to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
9
with copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
(B) For Item 1119 (Affiliations and Certain Relationships and Related Transactions) to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
with a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
c. In the case of the Securities Administrator,
Wells Fargo Bank,
National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2006-3
Telecopier No.: (410) 715-2380
d. In the case of Assignee,
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston, MA02110
10
22. Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the negotiations for,
documenting of and closing of the transactions contemplated by this AAR Agreement.
23. This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of
law principles (other than Section 5-1401 of the New York Obligations Law), and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
24. No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in writing and
signed by the party against whom such waiver or modification is sought to be enforced.
25. This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which
Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
26. This AAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Servicing Agreement to the
extent of the Assigned Loans by Assignor to Assignee and the termination of the Servicing Agreement.
27. This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an
original and all such counterparts shall constitute one and the same instrument.
28. In the event that any provision of this AAR Agreement conflicts with any provision of the Servicing Agreement with respect
to the Assigned Loans, the terms of this AAR Agreement shall control.
29. The Company hereby acknowledges that Wells Fargo Bank, National Association (the "Master Servicer") has been appointed as
the master servicer of the Assigned Loans pursuant to the Pooling and Servicing Agreement and therefor has the right to enforce all
obligations of the Company, as they relate to the Assigned Loans, under the Servicing Agreement and this AAR Agreement. Such rights
will include, without limitation, the right to terminate the Servicer under the Servicing Agreement upon the occurrence of an event
of default thereunder, the right to receive all remittances required to be made by the Company under the Servicing Agreement, the
right to receive all monthly reports and other data required to be delivered by the Company under the Servicing Agreement, the right
to examine the books and records of the Company, indemnification rights, and the right to exercise certain rights of consent and
approval relating to actions taken by the Company. The Company shall make all distributions under the Servicing Agreement, as they
relate to the Assigned Loans, to the Master Servicer by wire transfer of immediately available funds to:
11
Bear Stearns BSALTA 2006-3 Master Servicer Collection Account
Wells Fargo Bank, National Association
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
For Further Credit to: BSALTA 2006-3, Account #50915000.
and the Company shall deliver all reports required to be delivered under the Servicing Agreement, as they relate to the Assigned
Loans, to the Assignee at the address set forth in Section 9d herein and to the Master Servicer at:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2006-3
Telecopier No.: (410) 715-2380
12
IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION Assignor
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
U.S. BANK NATIONAL ASSOCIATION, as Trustee, Assignee
By: _________________________________________
Name: _________________________________________
Title: _________________________________________
HSBC MORTGAGE CORPORATION (USA)
Company
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
Acknowledged and Agreed:
WELLS FARGO BANK, NATIONAL ASSOCIATION
By: _________________________________________
Name: _________________________________________
Title: _________________________________________
13
ATTACHMENT 3
EXHIBIT 1
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME The borrower name as received in the file. Maximum length of 30 (Last, 30
It is not separated by first and last name. First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs 11
interest payment that a borrower is expected ($)
to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT The new loan payment amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6
a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the beginning of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the end of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY 10
the borrower's next payment is due to the
Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10
first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
3
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10
third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
Action Code Key: 2
15=Bankruptcy,
30=Foreclosure, , 60=PIF,
63=Substitution,
65=Repurchase,70=REO
------------ ------------------------------ --------
ACTION_CODE The standard FNMA numeric code used to
indicate the default/delinquent status of a
particular loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or dollar signs 11
if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount 2 No commas(,) or dollar signs 11
due at the beginning of the cycle date to be ($)
passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs 11
investors at the end of a processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs 11
the Servicer for the current cycle -- only ($)
applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable
for Scheduled/Scheduled Loans. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs 11
Servicer for the current reporting cycle -- ($)
only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The actual gross interest amount less the
service fee amount for the current reporting No commas(,) or dollar signs
ACTL_NET_INT cycle as reported by the Servicer -- only 2 ($) 11
applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs 11
prepays on his loan as reported by the ($)
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
4
EXHIBIT 2
REPORTING DATA FOR DEFAULTED LOANS
Standard File Layout - Delinquency Reporting
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Column/Header Name Description Decimal Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR A unique identifier assigned to each loan by the
originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans in
their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ADDRESS Street Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE The state where the property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due MM/DD/YYYY
to the servicer at the end of processing cycle, as
reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,)
sale. or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE A code that indicates the condition of the
property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
5
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
6
Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry
standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property code as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
7
Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
------------------------ ---------------------------------------------------------
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
023 FNMA-Servicing problems
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
026 FNMA-Payment adjustment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
027 FNMA-Payment dispute
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
029 FNMA-Transfer of ownership pending
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
030 FNMA-Fraud
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
031 FNMA-Unable to contact borrower
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
INC FNMA-Incarceration
------------------------ ---------------------------------------------------------
8
Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
------------------------ -------------------------------------------------------
Status Code Status Description
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
62 Veteran's Affairs-No Bid
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
63 Veteran's Affairs-Refund
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
64 Veteran's Affairs-Buydown
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ -------------------------------------------------------
EXHIBIT 3
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages
are due on the remittance report date. Late submissions may result in claims not being passed until the following month.
The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
o The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
9
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period of coverage, base
tax, interest, penalty. Advances prior to default require evidence of servicer efforts to recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
3. Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental
proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in
parenthesis ( ).
Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------------------- -------------------------------------- --------------------------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------------------- -------------------------------------- --------------------------------------------
WELLS FARGO BANK, N.A. Loan No._____________________________
10
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ ______________ (1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________(6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________ 12)
Total Expenses $ _______________(13)
Credits:
(14) Escrow Balance $ _______________(14)
(15) HIP Refund ________________ (15)
(16) Rental Receipts ________________ (16)
(17) Hazard Loss Proceeds ________________ (17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________ (18a) HUD Part A
________________ (18b) HUD Part B
(19) Pool Insurance Proceeds ________________ (19)
(20) Proceeds from Sale of Acquired Property ________________ (20)
(21) Other (itemize) ________________ (21)
11
_________________________________________ ________________ (21)
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
Escrow Disbursement Detail
------------------------ -------------------- ----------------------- ---------------------- --------------------- -------------------------- ------------------------
(n) Type (p) Date Paid (q) Period of (r) Total Paid (s) Base Amount (t) Penalties (u) Interest
Coverage
(o) (Tax /Ins.)
------------------------ -------------------- ----------------------- ---------------------- --------------------- -------------------------- ------------------------
------------------------ -------------------- ----------------------- ---------------------- --------------------- -------------------------- ------------------------
(v) (w) (x) (y) (z) (aa) (bb)
(cc) (dd) (ee) (ff) (gg) (hh) (ii)
(jj) (kk) (ll) (mm) (nn) (oo) (pp)
(qq) (rr) (ss) (tt) (uu) (vv) (ww)
(xx) (yy) (zz) (aaa) (bbb) (ccc) (ddd)
(eee) (fff) (ggg) (hhh) (iii) (jjj) (kkk)
(lll) (mmm) (nnn) (ooo) (ppp) (qqq) (rrr)
(sss) (ttt) (uuu) (vvv) (www) (xxx) (yyy)
12
23
EXHIBIT I-20
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of April 28, 2006, among EMC
Mortgage Corporation (the "Assignor"), U.S. Bank National Association, not individually but solely as trustee for the holders of the
Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 (the "Assignee") and Mid America Bank, fsb (the
"Company").
In consideration of the mutual promises contained herein, the parties hereto agree that the residential mortgage loans (the
"Assigned Loans") listed on Attachment 1 annexed hereto (the "Assigned Loan Schedule") purchased by the Assignor from the Company and
now serviced by Company for Assignor and its successors and assigns pursuant to (a) the Purchase, Warranties and Servicing Agreement,
dated as of February 1, 2006, as amended by Amendment No. 1 to the Purchase, Warranties and Servicing Agreement, dated as of February1, 2006, between Assignor and Company (as amended, the "PWS Agreement") and (b) the Term Sheets dated February 15, 2006, and March24, 2006, each between Assignor and Company (the "Term Sheets" and together with the PWS Agreement, the "Agreements") shall be
subject to the terms of this AAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them
in the PWS Agreement.
Assignment and Assumption
Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right,
title and interest as in, to and under (a) the Assigned Loans and (b) the Agreements with respect to the Assigned Loans; provided,
however, that the Assignor is not assigning to the Assignee any of its right, title or interest, in, to and under the PWS Agreement
with respect to any mortgage loan other than the Assigned Loans listed on the Assigned Loan Schedule. Notwithstanding anything to
the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest
in, to or under the representations and warranties contained in Section 3.01 and Section 3.02 of the PWS Agreement and the Assignor
is retaining the right to enforce the representations and warranties set forth in those sections against the Company. Except as is
otherwise expressly provided herein, the Assignor makes no representations, warranties or covenants to the Assignee and the Assignee
acknowledges that the Assignor has no obligations to the Assignee under the terms of the PWS Agreement or otherwise relating to the
transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee).
Representations, Warranties and Covenants
Assignor warrants and represents to Assignee and Company as of the date hereof:
Attached hereto as Attachment 2 are true and accurate copies of the Agreements which agreements are in full force and
effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice
of termination been given thereunder;
12
Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its
interests, rights and obligations under the PWS Agreement as they relate to the Assigned Loans, free and clear from any and all
claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein and in the Mortgage Loan
Purchase Agreement dated as of April 28, 2006 between the Assignor and Structured Asset Mortgage Investments II Inc. ("SAMI II"),
Assignee shall have good title to each and every Assigned Loan, as well as any and all of Assignee's interests and rights under the
PWS Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;
There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the PWS
Agreement;
Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;
Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to acquire, own and sell the Assigned Loans;
Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in
the ordinary course of Assignor's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is
now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which
Assignor or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor.
This AAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by
Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance
with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether
enforceability is considered in a proceeding in equity or at law;
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this AAR
Agreement, or the consummation by it of the transactions contemplated hereby;
14
Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned
Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the
Securities Act of 1933, as amended (the "1933 Act") or which would render the disposition of the Assigned Loans a violation of
Section 5 of the 1933 Act or require registration pursuant thereto;
The Assignor has received from Company, and has delivered to the Assignee, all documents required to be delivered to
Assignor by the Company prior to the date hereof pursuant to the PWS Agreement with respect to the Assigned Loans and has not
received, and has not requested from the Company, any additional documents; and
There is no action, suit, proceeding, investigation or litigation pending or, to Assignor's knowledge, threatened, which
either in any instance or in the aggregate, if determined adversely to Assignor, would adversely affect Assignor's execution or
delivery of, or the enforceability of, this AAR Agreement, or the Assignor's ability to perform its obligations under this AAR
Agreement.
Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization
and has all requisite power and authority to hold the Assigned Loans as trustee on behalf of the holders of the Bear Stearns ALT-A
Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3;
Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in
the ordinary course of Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Assignee's charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignee is
now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which
Assignee or its property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignee. This
AAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor
and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its
terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;
15
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this AAR
Agreement, or the consummation by it of the transactions contemplated hereby;
There is no action, suit, proceeding, investigation or litigation pending or, to Assignee's knowledge, threatened, which
either in any instance or in the aggregate, if determined adversely to Assignee, would adversely affect Assignee's execution or
delivery of, or the enforceability of, this AAR Agreement, or the Assignee's ability to perform its obligations under this AAR
Agreement; and
Assignee assumes for the benefit of each of the Assignor and the Company all of the rights of the Purchaser under the PWS
Agreement with respect to the Assigned Loans.
Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:
Attached hereto as Attachment 2 are true and accurate copies of the Agreements, which agreements are in full force and
effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice
of termination been given thereunder;
Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under the PWS
Agreement;
Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in
the ordinary course of Company's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of Company's charter or by-laws or any legal restriction, or any material agreement or instrument to which Company is now
a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company
or its property is subject. The execution, delivery and performance by Company of this AAR Agreement and the consummation by it of
the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Company. This AAR
Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and
Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its
terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability
is considered in a proceeding in equity or at law;
No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Company in connection with the execution, delivery or performance by Company of this AAR
Agreement, or the consummation by it of the transactions contemplated hereby;
16
The Company shall establish a Custodial Account and an Escrow Account under the PWS Agreement in favor of the Assignee with
respect to the Assigned Loans separate from the Custodial Account and Escrow Account previously established under the PWS Agreement
in favor of Assignor;
No event has occurred from the Closing Date to the date hereof which would render the representations and warranties as to
the related Assigned Loans made by the Company in Sections 3.01 and 3.02 of the PWS Agreement to be untrue in any material respect;
and
Neither this AAR Agreement nor any certification, statement, report or other agreement, document or instrument furnished or
to be furnished by the Company pursuant to this AAR Agreement contains or will contain any materially untrue statement of fact or
omits or will omit to state a material fact necessary to make the statements contained therein not misleading.
The Company hereby restates the representations and warranties set forth in Section 3.01(p) of the PWS Agreement as of the
date hereof.
Notwithstanding anything to the contrary in the PWS Agreement, the Company shall (or shall cause any Third-Party Originator
to) (i) immediately notify Assignor and SAMI II in writing of (A) legal proceedings pending against the Company, or proceedings known
to be contemplated by governmental authorities against the Company which in the judgment of the Company would be, in each case,
material to purchasers of securities backed by the Assigned Loans and (B) any affiliations or relationships of the type described in
Item 1119(b) of Regulation AB that develop following the date hereof between the Company and any of the above listed parties or other
parties identified in writing by the Assignor or SAMI II with respect to the Securitization Transaction and (ii) provide to the
Assignor and SAMI II a description of such proceedings, affiliations or relationships.
Each notice/update regarding Regulation AB should be sent to the Assignor by e-mail to regABnotifications@bear.com.
Additionally, all such notifications, other than those pursuant to (i)(A) above, should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
with copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
17
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Notifications pursuant to (i)(A) above should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
with a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns) harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that
Assignee (and its successors and assigns) may sustain in any way related to any breach of the representations or warranties of
Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.
Recognition of Assignee
From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans, and acknowledges that the
Assigned Loans are intended to be part of a REMIC or multiple REMICs, and will service the Assigned Loans in accordance with the
PWS Agreement (as modified by this AAR Agreement). It is the intention of Assignor, Company and Assignee that this AAR Agreement
shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company nor
Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of the terms or provisions of the PWS Agreement which
amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior written consent of
Assignee.
18
Notwithstanding any term hereof to the contrary, it is expressly understood and agreed by the parties hereto that (a) the
execution and delivery of this AAR Agreement by the Assignee is solely in its capacity as trustee (the "Trustee") for Bear Stearns
ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 pursuant to the Pooling and Servicing Agreement (the "Poolingand Servicing Agreement"), dated as of April 1, 2006, among SAMI II, the Assignor, the Assignee, Wells Fargo Bank, National
Association, as master servicer (the "Master Servicer") and as securities administrator, and not individually, (b) each of the
representations, undertakings and agreements herein made on behalf of Bear Stearns ALT-A Trust 2006-3 (the "Trust") is made and
intended not as personal representations, undertakings and agreements of the Trustee but is made and intended for the purpose of
binding only the Trust and (c) under no circumstances shall the Trustee be personally liable for the payment of any indebtedness or
expenses of the Assignee or the Trust or be liable for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the Assignee, the Assignor or the Trust under this AAR Agreement or made or undertaken by the
Assignee, the Assignor or the Trust under the Agreements or the Pooling and Servicing Agreement. Any recourse against the Assignee
in respect of any obligations it may have under or pursuant to the terms of this AAR Agreement shall be limited solely to the
assets it may hold as trustee for Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3.
Modification of PWS Agreement
The Company and Assignor hereby amend the PWS Agreement as follows
The definition of Business Day is deleted in its entirety and replaced with the following:
Business Day: Any day other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the States of
California, Illinois, New York, Maryland or Minnesota, or (iii) a day on which banks in the States of
Illinois, New York, Maryland or Minnesota are authorized or obligated by law or executive order to be
closed.
The definition of Master Servicer is deleted in its entirety and replaced with the following:
Master Servicer: Wells Fargo Bank, National Association.
The last paragraph in Section 5.02 is deleted in its entirety and replaced with the following:
19
In addition, not more than sixty (60) days after the end of each calendar year, the Company shall furnish
to each Person who was a Purchaser at any time during such calendar year an annual statement in accordance with the
requirements of applicable federal income tax law as to the aggregate of remittances for the applicable portion of
such year.
Section 6.04(d) is deleted in its entirety and replaced with the following:
Failure of the Company to timely comply with this Section 6.04 shall be deemed an Event of
Default, automatically, without notice and without any cure period, notwithstanding any provision of the
Agreement to the contrary, unless otherwise agreed to by the Purchaser and the Person signing the Form 10-K
as set forth in 6.04(c), and Purchaser may, in addition to whatever rights the Purchaser may have under
Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific
performance, terminate all the rights and obligations of the Company under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Company for the same, as provided in
Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this
Agreement. This paragraph shall supersede any other provision in this Agreement or any other agreement to
the contrary.
The last paragraph in Section 6.07 is deleted in its entirety and replaced with the following:
Failure of the Company to timely comply with this Section 6.07 (including with respect to the cure
timeframes required in this section) shall be deemed an Event of Default, automatically, without notice and without
any cure period, notwithstanding any provision of the Agreement to the contrary, unless otherwise agreed to by the
Purchaser and the Person signing the Form 10-K as described herein, and Purchaser may, in addition to whatever
rights the Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive
relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in
and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, as provided in
Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This
paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Miscellaneous
All demands, notices and communications related to the Assigned Loans, the PWS Agreement and this AAR Agreement shall be
in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid, as
follows:
20
In the case of Company:
Mid America Bank, fsb
2650 Warrenville Road, Suite 500
Downers Grove, Illinois60515
Attention: Theresa Mann
Fax: (630) 799-7964
With a copy to:
Mid America Bank, fsb
2650 Warrenville Road, Suite 500
Downers Grove, Illinois60515
Attention: Ann Ryan
Fax: (630) 799-7964
In the case of Assignor:
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ralene Ruyle
Telecopier No.: (972) 444-2810
In the case of Assignee:
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston, MA02110
Attention: Maryellen Hunter
Telecopier No.: (617) 603-6401
In the case of Master Servicer:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2006-3
Telecopier No.: (410) 715-2380
The Company hereby acknowledges that Wells Fargo Bank, National Association has been appointed as the master servicer of
the Assigned Loans pursuant to the Pooling and Servicing Agreement and therefor has the right to enforce certain obligations of the
Company, as they relate to the Assigned Loans, under the PWS Agreement. The Company shall make all distributions under the PWS
Agreement, as they relate to the Assigned Loans, to the Master Servicer by wire transfer of immediately available funds to:
21
Wells Fargo Bank, National Association
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
FFC to: BSALTA 2006-3, Account # 50915000.
and the Company shall deliver all reports required to be delivered under the PWS Agreement, as they relate to the Assigned Loans, to
the Assignee at the address set forth in Section 8(c) herein and to the Master Servicer at:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2006-3
A copy of all assessments, attestations, reports and certifications required to be delivered by the Servicer under
this Agreement and the Servicing Agreement shall be delivered to the Master Servicer by the date(s) specified herein or therein,
and where such documents are required to be addressed to any party, such addressees shall include the Master Servicer and the
Master Servicer shall be entitled to rely on such documents
Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the negotiations for,
documenting of and closing of the transactions contemplated by this AAR Agreement.
This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of
law principles (other than Section 5-1401 of the New York Obligations Law), and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in writing and
signed by the party against whom such waiver or modification is sought to be enforced.
This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which
Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
This AAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the PWS Agreement to the extent
of the Assigned Loans by Assignor to Assignee and the termination of the PWS Agreement.
This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be
an original and all such counterparts shall constitute one and the same instrument.
22
In the event that any provision of this AAR Agreement conflicts with any provision of the PWS Agreement with respect to
the Assigned Loans, the terms of this AAR Agreement shall control.
23
IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
Assignor
By:_______________________________________
Name:_____________________________________
Title:____________________________________
U.S. BANK NATIONAL ASSOCIATION, as
Trustee, the Assignee
By:_______________________________________
Name:_____________________________________
Title:____________________________________
MID AMERICA BANK, FSB,
Company
By:_______________________________________
Name:_____________________________________
Title:____________________________________
ACKNOWLEDGED AND AGREED:
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:__________________________________________________
Name:
Title:
EXHIBIT I-21
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of April 28, 2006, among EMC
Mortgage Corporation (the "Assignor"), U.S. Bank National Association, not in its individual capacity but solely as trustee for the
holders of Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 (the "Assignee") and Morgan Stanley
Credit Corporation (the "Company").
Whereas, pursuant to the Recognition Agreement dated as of April 1, 2006, between the Assignor and the Company (the
"Recognition Agreement"), the Company has agreed to service certain residential mortgage loans (the "Assigned Loans") listed on
Attachment 1 annexed hereto (the "Assigned Loan Schedule") for the Assignor as owner of the Assigned Loans, in accordance with the
terms and conditions of that certain Purchase, Warranties and Servicing Agreement, dated as of June 26, 2002, between the Company and
EMC (as successor in interest to E*Trade Bank), as amended by Amendment Number 1 to the Purchase, Warranties and Servicing Agreement,
dated as of April 28, 2006, and as modified in the Recognition Agreement (as amended and modified, the "PWS Agreement");
In consideration of the mutual promises contained herein the parties hereto agree that the Assigned Loans now serviced by
the Company for Assignor and its successors and assigns pursuant to the Recognition Agreement and the Assignor's right, title and
interest to and under the Recognition Agreement and the PWS Agreement, shall be subject to the terms of this AAR Agreement.
Capitalized terms used herein but not defined shall have the meanings ascribed to them in the PWS Agreement.
Assignment and Assumption
2. Subject to the following sentence, Assignor hereby grants, transfers and assigns to Assignee all of the right, title
and interest of Assignor in the Assigned Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to
and under the Recognition Agreement and the PWS Agreement. The parties acknowledge that Assignee is not purchasing the servicing
rights in connection with the Assigned Loans (the "Servicing Rights"), which Servicing Rights have been retained by the Company, and
that the Assignee does not hereby acquire any title to or ownership of the Servicing Rights with respect to such Assigned Loans.
Assignor specifically reserves and does not assign to Assignee any right, title and interest in, to or under any mortgage loans
subject to the Recognition Agreement and the PWS Agreement other than those set forth on Attachment 1.
3. Simultaneously with the execution of this AAR Agreement, Bear Stearns ALT-A Trust 2006-3 shall pay to Assignor the
"Purchase Price" as set forth in the commitment letter agreement, dated April 28, 2006, between Assignee (as trustee on behalf of
Bear Stearns ALT-A Trust 2006-3) and Assignor. Bear Stearns ALT-A Trust 2006-3 shall pay the Purchase Price by wire transfer of
immediately available funds to the account specified by Assignor. Bear Stearns ALT-A Trust 2006-3 shall be entitled to all scheduled
payments due on the Assigned Loans after April 1, 2006 (the "Cut off Date") and all unscheduled payments or other proceeds or other
recoveries on the Assigned Loans received on and after the Cut off Date.
Representations, Warranties and Covenants
4. Assignor warrants and represents to, and covenants with Assignee and Company as of the date hereof:
a. Attached hereto as Attachment 2 and Attachment 3 are true and accurate copies of the PWS Agreement, each of
which is in full force and effect as of the date hereof and the provisions of which have not been waived,
amended or modified in any respect, nor has any notice of termination been given thereunder;
b. Assignor was the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any
and all of its interests, rights and obligations under the Recognition Agreement and the PWS Agreement as
they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances; and upon
the transfer of the Assigned Loans to Assignee as contemplated herein and in the Mortgage Loan Purchase
Agreement (the "MLPA") dated as of April 28, 2006 between the Assignor and Structured Asset Mortgage
Investments II Inc. ("SAMI II"), Assignee shall have good title to each and every Assigned Loan, as well as
any and all of Assignor's interests, rights and obligations under the Recognition Agreement and the PWS
Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and
encumbrances;
c. Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses
available to Company that are being asserted as of April 1, 2006 with respect to the Assigned Loans, the
Recognition Agreement or the PWS Agreement;
d. Assignor has not waived or agreed to any amendment or other modification of, the Recognition Agreement or
the PWS Agreement. Assignor has no knowledge of, and has not received notice of, any waivers under or any
amendments or other modifications of, or assignment of rights or obligations under, the Recognition
Agreement or the PWS Agreement;
e. Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;
f. Assignor has full corporate power and authority to execute, deliver and perform its obligations under this
AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions
contemplated by this AAR Agreement is in the ordinary course of Assignor's business and will not conflict
with, or result in a breach of, any of the terms, conditions or provisions of Assignor's charter or by-laws
or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by
which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to
which Assignor or its property is subject. The execution, delivery and performance by Assignor of this AAR
Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by
all necessary corporate action on the part of Assignor. This AAR Agreement has been duly executed and
delivered by Assignor and, upon the due authorization, execution and delivery by Assignee and Company, will
constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance
with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency,
moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by
general principles of equity regardless of whether enforceability is considered in a proceeding in equity
or at law;
g. No material consent, approval, order or authorization of, or declaration, filing or registration with, any
governmental entity is required to be obtained or made by Assignor in connection with the execution,
delivery or performance by Assignor of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby. Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged,
sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any
offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in
the Assigned Loans, or otherwise approached or negotiated with respect to the Assigned Loans, or any
interest in the Assigned Loans, with any Person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action which would constitute a distribution
of the Assigned Loans under the Securities Act of 1933, as amended (the "1933 Act") or which would render
the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or require registration
pursuant thereto;
h. Assignor has received from Company, and has delivered to Assignee, all documents required to be delivered
to Assignor by Company prior to the date hereof pursuant to the Recognition Agreement and the PWS Agreement;
i. No event has occurred from the dates on which the Assigned Loans were purchased by Assignor from Company to
the date hereof which would render the representations and warranties made by Company contained therein
with respect to such Assigned Loans to be untrue in any material respect;
j. As of the date hereof, the representations and warranties contained in Attachment 4 hereto are true and
correct in all material respects;
k. Assignor represents and warrants to Assignee that each Assigned Loan being sold to Assignee pursuant to
this AAR was purchased by Assignor pursuant to the PWS Agreement referenced herein and not purchased by
Assignor pursuant to any other agreement which has not been assigned to Assignee hereunder; and
l. Assignor shall execute and deliver all documents necessary to be delivered by Assignor to effectuate the
recognition of Assignee as beneficiary under the Surety Bond.
5. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
a. Assignee is a national banking association duly organized, validly existing and in good standing under the
laws of the United States of America and has all requisite power and authority to acquire, own and purchase
the Assigned Loans on behalf of the holders of Bear Stearns ALT-A Trust 2006-3, Mortgage-Pass Through
Certificates, Series 2006-3;
b. Assignee has full corporate power and authority to execute, deliver and perform its obligations under this
AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions
contemplated by this AAR Agreement is in the ordinary course of Assignee's business and will not conflict
with, or result in a breach of, any of the terms, conditions or provisions of Assignee's charter or by laws
or any legal restriction, or any material agreement or instrument to which Assignee is now a party or by
which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to
which Assignee or its property is subject. The execution, delivery and performance by Assignee of this AAR
Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by
all necessary corporate action on the part of Assignee. This AAR Agreement has been duly executed and
delivered by Assignee and, upon the due authorization, execution and delivery by Assignor and Company, will
constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance
with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency,
moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by
general principles of equity regardless of whether enforceability is considered in a proceeding in equity
or at law;
c. No material consent, approval, order or authorization of, or declaration, filing or registration with, any
governmental entity is required to be obtained or made by Assignee in connection with the execution,
delivery or performance by Assignee of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby;
d. There is no action, suit, proceeding, investigation or litigation pending or, to Assignee's knowledge,
threatened, which either in any instance or in the aggregate, if determined adversely to Assignee, would
adversely affect Assignee's execution or delivery of, or the enforceability of, this AAR Agreement, or the
Assignee's ability to perform its obligation under this AAR Agreement;
e. From and after the date hereof, Assignee assumes for the benefit of each of Assignor and Company all of
Assignor's rights as "Purchaser" thereunder, but solely with respect to such Assigned Loans;
6. Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:
a. Attached hereto as Attachment 2 and Attachment 3 are true and accurate copies of the Recognition Agreement and the PWS
Agreement, each of which is in full force and effect as of the date hereof and the provisions of which have not
been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;
b. Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to service the Assigned Loans and otherwise to perform its
obligations under the Recognition Agreement and the PWS Agreement;
c. Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and
to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR
Agreement is in the ordinary course of Company's business and will not conflict with, or result in a breach of,
any of the terms, conditions or provisions of Company's charter or by laws or any legal restriction, or any
material provision of any agreement or instrument to which Company is now a party or by which it is bound, or
result in the material violation of any law, rule, regulation, order, judgment or decree to which Company or
its property is subject. The execution, delivery and performance by Company of this AAR Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on the part of Company. This AAR Agreement has been duly executed and delivered by Company,
and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid and
legally binding obligation of Company, enforceable against Company in accordance with its terms except as
enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless
of whether enforceability is considered in a proceeding in equity or at law;
d. No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignee in connection with the execution, delivery or performance by
Company of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;
e. Company shall establish a Custodial Account and, if applicable, an Escrow Account under the PWS Agreement in favor of
Assignee with respect to the Assigned Loans separate from the Custodial Accounts and, if required, the Escrow
Accounts, previously established thereunder in favor of Assignor;
f. Pursuant to Section 11.17 of the PWS Agreement, Company shall execute a letter in the form of Attachment 5 annexed hereto on
the Reconstitution Date in which the Company shall restate the representations and warranties set forth in the
PWS Agreement as of such Reconstitution Date, subject to the limitations contained in Section 11.17 of the PWS
Agreement; and
g. Company shall take all actions necessary to cause the Surety Bond Insurer under the PWS Agreement to recognize
Assignee, and any of Assignee's successor and assigns, as a beneficiary under the Surety Bond and any applicable
documents.
6. The Company hereby restates the representations and warranties set forth in Section 3.01(m) of the PWS Agreement as
of the date hereof.
Notwithstanding anything to the contrary in the PWS Agreement, the Company shall (or shall cause any Third-Party Originator
to) (i) immediately notify Assignor and SAMI II in writing of (A) legal proceedings pending against the Company, or proceedings known
to be contemplated by governmental authorities against the Company which in the judgment of the Company would be, in each case,
material to purchasers of securities backed by the Assigned Loans, (B) any affiliations or relationships of the type described in
Item 1119(b) of Regulation AB that develop following the date hereof between the Company and any of the above listed parties or other
parties identified in writing by the Assignor or SAMI II with respect to the Securitization Transaction and (ii) provide to the
Assignor and SAMI II a description of such proceedings, affiliations or relationships.
Each notice/update regarding Regulation AB should be sent to the Assignor by e-mail to regABnotifications@bear.com.
Additionally, all such notifications, other than those pursuant to (i)(A) above, should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
with copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Notifications pursuant to (i)(A) above should be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
with a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Remedies for Breach of Assignor's Representations and Warranties; Indemnification
7. It is hereby understood and agreed that the representations and warranties of Assignor contained herein (including
the representations and warranties contained in Attachment 4 shall survive the delivery of the Assigned Loans by Assignor to Assignee.
8. Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns) harmless against any and
all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses
that Assignee (and its successors and assigns) may sustain in any way related to any breach of the representations or warranties of
Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.
Recognition of Assignee
9. From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans and will service the
Assigned Loans for Assignee as if Assignee and Company had entered into a separate servicing agreement for the servicing of the
Assigned Loans in the form of the PWS Agreement, as modified herein, the terms of which are incorporated herein by reference.
Notwithstanding anything to the contrary contained herein or in the Agreement, Company acknowledges that the Assigned Loans may
become part of a REMIC or multiple REMICS and, if that occurs, hereby agrees that in no event will it service the Assigned Loans in
a manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any REMIC
(including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of Assignor, Company and Assignee that this
AAR Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither
Company nor Assignor shall amend or agree to amend, modify, waiver or otherwise alter any of the terms or provisions of the PWS
Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior
written consent of Assignee.
Notwithstanding any term hereof to the contrary, it is expressly understood and agreed by the parties hereto that
(i) this AAR Agreement is acknowledged and accepted by the Assignee not individually or personally but solely as Assignee for the
Trust in the exercise of the powers and authority conferred and vested in it under the Pooling and Servicing Agreement (the "Pooling
Agreement"), dated as of April 1, 2006, among SAMI II, the Assignor, the Assignee, Wells Fargo Bank, National Association, as master
servicer (the "Master Servicer") and as securities administrator, (ii) each of the representations, undertakings and agreements
herein made on behalf of the Trust is made and intended not as personal representations, undertakings and agreements of the Assignee
but is made and intended for the purpose of binding only the Trust and (iii) under no circumstances shall the Assignee be personally
liable for the payment of any indebtedness or expenses of the Assignee or the Trust or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the Assignee, the Assignor or the Trust under the Servicing
Agreement or the Pooling Agreement. Any recourse against the Assignee in respect of any obligations it may have under or pursuant to
the terms of this AAR Agreement shall be limited solely to the assets it may hold as trustee of Bear Stearns ALT-A Trust 2006-3,
Mortgage Pass-Through Certificates, Series 2006-3.
Assignment of Assigned Loans and PWS Agreement (to the extent of the Assigned Loans to SAMI II and Trustee)
10. The parties hereto acknowledge that Assignor is acquiring the Assigned Loans for the purpose of assigning the
Assigned Loans to SAMI II on April 28, 2006 pursuant to the MLPA. Company hereby acknowledges and consents to the assignment by
Assignor to SAMI II of all of Assignor's rights against the Company pursuant to this AAR Agreement and to the enforcement or exercise
of any right or remedy against the Company pursuant to this AAR Agreement by Assignor. Such enforcement of a right or remedy by SAMI
II shall have the same force and effect as if the right or remedy had been enforced or exercised by Assignor directly.
Notwithstanding anything in this AAR Agreement to the contrary, Assignor acknowledges and agrees that the assignment of the Assigned
Loans effected by this AAR Agreement is not conditional upon Assignor 's subsequent assignment of the Assigned Loans to SAMI II, as
purchaser.
11. The parties hereto acknowledge that SAMI II will acquire the Assigned Loans for the purpose of assigning such
Assigned Loans to the Trustee on behalf of the Trust Fund, for the benefit of the Certificateholders on April 28, 2006 pursuant to
the Pooling Agreement. Assignor and Company hereby acknowledge and consent to the assignment by SAMI II to the Trustee, on behalf of
the Trust Fund of all of SAMI II's rights against Assignor and Company pursuant to the MLPA and to the enforcement or exercise of any
right or remedy against Assignor or Company pursuant to the MLPA by SAMI II. Such enforcement of a right or remedy by the Trustee, on
behalf of the Trust Fund, shall have the same force and effect as if the right or remedy had been enforced or exercised by SAMI II
directly. Notwithstanding anything in this AAR Agreement to the contrary, Assignee acknowledges and agrees that the assignment of the
Assigned Loans effected by this AAR Agreement is not conditional upon SAMI's subsequent assignment of the Assigned Loans to the
Trustee on behalf of the Trust Fund.
Miscellaneous
12. All demands, notices and communications related to the Assigned Loans, the Recognition Agreement, the PWS Agreement
and this AAR Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by
registered mail, postage prepaid, as follows:
a. In the case of Company,
Morgan Stanley Credit Corporation
2500 Lake Cook Road
Riverwoods, Illinois60015
Attention: Vice President, Secondary Marketing
Telecopier No.: (224) 405-4733
with a copy to:
Morgan Stanley Credit Corporation
2500 Lake Cook Road
Riverwoods, Illinois60015
Attention: Law Division
Telecopier No.: (224) 405-3555
b. In the case of Assignor,
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ms. Ralene Ruyle
Telecopier No.: (972) 444 2810
with a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York10179
Attention: Michelle Sterling
Telecopier No.: (212) 272 5591
c. In the case of Assignee,
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston, MA02110
Attention: Maryellen Hunter
Telecopier No.: (617) 603-640
13. Each party will pay any commissions it has incurred and the reasonable fees of its attorneys in connection with the
negotiations for, documenting of and closing of the transactions contemplated by this AAR Agreement.
14. This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to
conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with
such laws.
15. No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in
writing and signed by the party against whom such waiver or modification is sought to be enforced.
16. This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into
which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
17. This AAR Agreement shall survive the conveyances of the Assigned Loans as contemplated in this AAR Agreement, the
MLPA and the Pooling Agreement, the assignment of the PWS Agreement or the Recognition Agreement to the extent of the Assigned Loans
by Assignor to Assignee, the assignment of the PWS Agreement or the Recognition Agreement to the extent of the Assigned Loans by
Assignee to SAMI II, and the assignment of the PWS Agreement or the Recognition Agreement to the extent of the Assigned Loans by SAMI
II to the Trustee.
18. This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to
be an original and all such counterparts shall constitute one and the same instrument.
19. In the event that any provision of this AAR Agreement conflicts with any provision of the PWS Agreement or the
Recognition Agreement with respect to the Assigned Loans, the terms of this AAR Agreement shall control.
20. The Company hereby acknowledges that Wells Fargo Bank, National Association has been appointed as the Master
Servicer of the Assigned Loans pursuant to the Pooling Agreement and therefor has the right to enforce all obligations of the
Company, as they relate to the Assigned Loans, under the Agreements and this AAR Agreement. Such rights will include, without
limitation, the right to terminate the Servicer under the Servicing Agreement upon the occurrence of an event of default thereunder,
the right to receive all remittances required to be made by the Company under the PWS Agreement, the right to receive all monthly
reports and other data required to be delivered by the Company under the PWS Agreement, the right to examine the books and records of
the Company, indemnification rights, and the right to exercise certain rights of consent and approval relating to actions taken by
the Company. The Company shall make all distributions under the Agreements, as they relate to the Assigned Loans, to the Master
Servicer by wire transfer of immediately available funds to:
Wells Fargo Bank, National Association
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
For Further Credit to: BSALTA 2006-3, Account #50915000.
and the Company shall deliver all reports required to be delivered under the Agreements, as they relate to the Assigned Loans, to the
Assignee at the address set forth in Section 11c herein and to the Master Servicer at:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2006-3
Telecopier No.: (410) 715-2380
21. For purposes of this AAR Agreement, Wells Fargo Bank, National Association and its successor and assigns, as Master
Servicer, shall be considered a third party beneficiary to this AAR Agreement as if it were a direct party to thereto.
[SIGNATURES COMMENCE ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
Assignor
By:_________________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION, as Trustee
Assignee
By:________________________________________
Name:
Title:
MORGAN STANLEY
CREDIT CORPORATION
Company
By:________________________________________
Name:
Title:
ACKNOWLEDGED:
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:________________________________________
Name:
Title:
ATTACHMENT 4
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR
In addition to the representations and warranties made by the Company in the PWS Agreement, the Assignor shall make the
following representations and warranties with respect to the Assigned Loans as of the date of purchase by the Assignee (the "ClosingDate"):
1. Delinquency. All of the Mortgage Loans have an interest paid-to date of [________] with a next due date of
[________].
2. No Fraud. No error, omission, misrepresentation, negligence or fraud in respect of such Mortgage Loan has taken
place on the part of any Person in connection with the origination and, to the best of the Assignor's knowledge, in connection with
servicing of such Mortgage Loan;
3. Title Insurance. The title insurance policy issued in connection with each Mortgage Loan insures its successors
and assigns against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of such
Mortgage providing for adjustment to the applicable note rate and Monthly Payment.
4. No Defaults. No Mortgage Loan constitutes a refinancing of a prior defaulted mortgage loan; neither the
Mortgagor(s) nor any Affiliate of the Mortgagor(s) with respect to such Mortgage Loan is the subject of an insolvency proceeding.
5. Prepayment Penalty. Except as noted otherwise on the Mortgage Loan Schedule, such Mortgage Loan is not subject to
any prepayment penalty.
6. No Environmental Hazards. As of the date of origination of such Mortgage Loan and as of the date hereof, the
Company had no actual knowledge of the presence of any hazardous substances or other environmental hazards, on, in, or that could
affect the Mortgaged Property related to any Mortgage Loan.
7. Disclosure Materials. The related Mortgagor has received all disclosure materials required by applicable law with
respect to the making of conventional mortgage loans and has executed a written acknowledgment to such effect, which acknowledgment
is contained in the Mortgage File.
8. No Trade In or Exchange. Such Mortgage Loan was not made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the sale or exchange of an REO Property.
9. Acceptable Investment. To the best of the Assignor's knowledge, there is no circumstance or condition with respect
to the related Mortgage File, Mortgage, Mortgaged Property, Mortgagor or Mortgagor's credit standing that can reasonably be expected
to cause private institutional investors to regard such Mortgage Loan as an unacceptable investment, cause such Mortgage Loan to
become delinquent, or adversely affect the value or marketability of such Mortgage Loan.
10. Insurance Policies. To the best of the Assignor's knowledge, no action, error, omission, misrepresentation,
negligence, fraud or similar occurrence in respect of such Mortgage Loan has taken place on the part of any Person (including the
related Mortgagor, any appraiser, any builder or developer or any party involved in the origination of such Mortgage Loan or in the
application for any insurance relating to such Mortgage Loan) that might result in a failure or impairment of full and timely
coverage under any insurance policy required to be obtained for such Mortgage Loan.
11. Individual Mortgagors. Such Mortgage Loan at origination had, and as of the Closing Date has, a Mortgagor who
was/is an individual or a living trust that met/meets the requirements of the FNMA Guide.
12. Use of Mortgaged Property. With regard to the Mortgage Loans, to the best of Assignor's knowledge, no Mortgaged
Property (and no portion of a Mortgaged Property) is being used for commercial purposes.
Company shall not be liable for a breach of any of the representations and warranties made by Assignor in this Attachment 3. Such
liability shall be the sole responsibility of the Assignor.
ATTACHMENT 5
FORM OF BRINGDOWN LETTER
Bring Down Letter
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038April 28, 2006
Morgan Stanley Credit Corporation
2500 Lake Cook Road
Riverwoods, Illinois60015
Attention: Vice President, Secondary Marketing
Re: Purchase, Warranties and Servicing Agreement, dated as of
June 26, 2002
Ladies and Gentlemen:
Reference is made to Section 11.17 of the Purchase, Warranties and Servicing Agreement Agreement, dated as of June 26, 2002
(the "Agreement"), between E*TRADE Bank and Morgan Stanley Credit Corporation. Capitalized terms used herein and not otherwise
defined have the meanings set forth in the Agreement.
Pursuant to such Section 11.17, we hereby notify you that the representations and warranties set forth in the Agreement with
respect to the Mortgage Loans identified on Exhibit A hereto are being made by you as of April 28, 2006 (the "Bring-Down Date"),
subject to the limitations contained in Section 11.17 of the PWS Agreement.
This letter evidences your obligation to make the representations and warranties set forth in the Agreement with respect to
the Mortgage Loans identified on Exhibit A hereto as of the Bring-Down Date. Reference is made to Section 3.03 of the Agreement for
the procedures to be followed by the parties to the Agreement in the event of any breach of a representation and warranty and the
remedies therefore.
[signature page to follow]
Very truly yours,
EMC MORTGAGE CORPORATION
By: ____________________
Name:
Title:
ACKNOWLEDGED AND AGREED:
MORGAN STANLEY
CREDIT CORPORATION
By: ____________________
Name:
Title:
EXHIBIT I-22
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of April 28, 2006, among EMC
Mortgage Corporation (the "Assignor"), U.S. Bank National Association, not in its individual capacity but solely as trustee for the
holders of Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 (the "Assignee"), PHH Mortgage
Corporation (formerly known as Cendant Mortgage Corporation) (the "Company") and Bishop's Gate Residential Mortgage Trust ("Bishop's
Gate").
Whereas, pursuant to the Recognition Agreement dated as of April 1, 2006 between the Assignor and the Company (the
"Recognition Agreement"), the Company has agreed to service certain residential mortgage loans (the "Assigned Loans") listed on
Attachment 1 annexed hereto (the "Assigned Loan Schedule") for the Assignor as owner of the Assigned Loans, in accordance with the
terms and conditions of the Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of April 26, 2001 (the "ServicingAgreement") among the Company, Bishop's Gate Residential Mortgage Trust and EMC Mortgage Corporation; and
In consideration of the mutual promises contained herein the parties hereto agree that the Assigned Loans now serviced by
Company for Assignor and its successors and assigns pursuant to the Recognition Agreement and the Assignor's right, title and
interest to and under the Recognition Agreement, shall be subject to the terms of this AAR Agreement. Capitalized terms used herein
but not defined shall have the meanings ascribed to them in the Servicing Agreement.
Assignment and Assumption
23. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor in the Assigned
Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to and under the Recognition Agreement.
Notwithstanding anything to the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any
right, title and interest in, to or under the representations and warranties contained in Sections 3.01, 3.02 and 3.03 of the
Servicing Agreement and the Assignor is retaining the right to enforce the representations and warranties set forth in those sections
against the Company. Assignor specifically reserves and does not assign to Assignee any right, title and interest in, to or under
any Mortgage Loans subject to the Recognition Agreement other than those set forth on Attachment 1.
Representations, Warranties and Covenants
24. Assignor warrants and represents to Assignee and Company as of the date hereof:
a. Attached hereto as Attachment 2 is a true and accurate copy of the Recognition Agreement, which agreement is in full force
and effect as of the date hereof and the provisions of which have not been waived, amended or modified in
any respect, nor has any notice of termination been given thereunder;
b. Assignor was the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its
interests, rights and obligations under the Recognition Agreement as they relate to the Assigned Loans,
free and clear from any and all claims and encumbrances; and upon the transfer of the Assigned Loans to
Assignee as contemplated herein, Assignee shall have good title to each and every Assigned Loan, as well as
any and all of Assignee's interests, rights and obligations under the Recognition Agreement as they relate
to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;
c. There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the
Recognition Agreement;
d. Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;
e. Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to acquire, own and sell the Assigned Loans;
f. Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by
this AAR Agreement is in the ordinary course of Assignor's business and will not conflict with, or result
in a breach of, any of the terms, conditions or provisions of Assignor's charter or by-laws or any legal
restriction, or any material agreement or instrument to which Assignor is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor
or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and
the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Assignor. This AAR Agreement has been duly executed and delivered by Assignor
and, upon the due authorization, execution and delivery by Assignee and Company, will constitute the valid
and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except
as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
g. No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignor in connection with the execution, delivery or performance by
Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby. Neither
Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of
the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans or
otherwise approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned
Loans with any Person in any manner, or made any general solicitation by means of general advertising or in
any other manner, or taken any other action which would constitute a distribution of the Assigned Loans
under the Securities Act of 1933, as amended (the "1933 Act") or which would render the disposition of the
Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto;
4
h. Assignor has received from Company, and has delivered to Assignee, all documents required to be delivered to Assignor by
Company prior to the date hereof pursuant to the Recognition Agreement with respect to the Assigned Loans
and has not received, and has not requested from Company, any additional documents; and
25. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
a. Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and
has all requisite power and authority to hold the Assigned Loans on behalf of the holders of Bear Stearns
ALT-A Trust, Mortgage Pass-Through Certificates. Series 2006-3;
b. Assignee has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement,
and to consummate the transactions set forth herein. The consummation of the transactions contemplated by
this AAR Agreement is in the ordinary course of Assignee's business and will not conflict with, or result
in a breach of, any of the terms, conditions or provisions of Assignee's charter or by-laws or any legal
restriction, or any material agreement or instrument to which Assignee is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee
or its property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and
the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Assignee. This AAR Agreement has been duly executed and delivered by Assignee
and, upon the due authorization, execution and delivery by Assignor and Company, will constitute the valid
and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except
as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
5
c. No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Assignee in connection with the execution, delivery or performance by
Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and
d. The Assignee assumes for the benefit of each of Assignor and Company all of Assignor's rights as "Purchaser" thereunder but
solely with respect to such Assigned Loans.
26. Company warrants and represents to, and covenant with, Assignor and Assignee as of the date hereof:
a. Attached hereto as Attachment 2 is a true and accurate copy of the Recognition Agreement, which agreement is in full force
and effect as of the date hereof and the provisions of which have not been waived, amended or modified in
any respect, nor has any notice of termination been given thereunder;
b. Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite power and authority to service the Assigned Loans and otherwise to perform its
obligations under the Recognition Agreement;
c. Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and
to consummate the transactions set forth herein. The consummation of the transactions contemplated by this
AAR Agreement is in the ordinary course of Company's business and will not conflict with, or result in a
breach of, any of the terms, conditions or provisions of Company's charter or by-laws or any legal
restriction, or any material agreement or instrument to which Company is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company
or its property is subject. The execution, delivery and performance by Company of this AAR Agreement and
the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Company. This AAR Agreement has been duly executed and delivered by Company,
and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid
and legally binding obligation of Company, enforceable against Company in accordance with its terms except
as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding in equity or at law;
d. No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by Company in connection with the execution, delivery or performance by
Company of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;
6
e. Company shall establish a Custodial Account and an Escrow Account under the Recognition Agreement in favor of Assignee with
respect to the Assigned Loans separate from the Custodial Account and Escrow Account previously established
under the Recognition Agreement in favor of Assignor; and
f. No event has occurred from the Closing Date to the date hereof which would render the representations and warranties as to
the related Assigned Loans made by Company in Sections 3.01 and 3.02 of the Servicing Agreement to be
untrue in any material respect.
27. Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns) harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that
Assignee (and its successors and assigns) may sustain in any way related to any breach of the representations or warranties of
Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.
Recognition of Assignee
28. From and after the date hereof, Company shall recognize Assignee as owner of the Assigned Loans, and acknowledges that the
Assigned Loans will be part of a REMIC, and will service the Assigned Loans in accordance with the Servicing Agreement but in no
event in a manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any
REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of Assignor, Company and Assignee that this
AAR Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither
Company nor Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the
Recognition Agreement or the Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect
the Assigned Loans without the prior written consent of Assignee.
Notwithstanding any term hereof to the contrary, it is expressly understood and agreed by the parties hereto that (a) the
execution and delivery of this AAR Agreement by the Assignee is solely in its capacity as trustee (the "Trustee") for Bear Stearns
ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 pursuant to the Pooling and Servicing Agreement (the "Poolingand Servicing Agreement"), dated as of April 1, 2006, among Structured Asset Mortgage Investments II Inc. ("SAMI II"), the Assignor,
the Assignee, Wells Fargo Bank, National Association, as master servicer (the "Master Servicer") and as securities administrator, and
not individually, (b) each of the representations, undertakings and agreements herein made on behalf of Bear Stearns ALT-A Trust
2006-3 (the "Trust") is made and intended not as personal representations, undertakings and agreements of the Trustee but is made and
intended for the purpose of binding only the Trust and (c) under no circumstances shall the Trustee be personally liable for the
payment of any indebtedness or expenses of the Assignee or the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Assignee, the Assignor or the Trust under this AAR Agreement or made
or undertaken by the Assignee, the Assignor or the Trust under the Agreements or the Pooling and Servicing Agreement. Any recourse
against the Assignee in respect of any obligations it may have under or pursuant to the terms of this AAR Agreement shall be limited
solely to the assets it may hold as trustee for Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3.
7
Miscellaneous
29. All demands, notices and communications related to the Assigned Loans, the Recognition Agreement and this AAR Agreement
shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, postage
prepaid, as follows:
a. In the case of Company,
PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation)
3000 Leadenhall Road
Mail Stop: SVMP
Mt. Laurel, New Jersey08054
Attention: Jack Webb
Telecopier No.: (856) 917-8321
b. In the case of Bishop's Gate,
Bishop's Gate Residential Mortgage Trust
3000 Leadenhall Road
Mail Stop: SVMP
Mt. Laurel, New Jersey08054
Attention: Jack Webb
Telecopier No.: (856) 917-8321
c. In the case of Assignor,
EMC Mortgage Corporation
Mac Arthur Ridge II
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ms. Ralene Ruyle
Telecopier No.: (972) 442-2810
d. In the case of the Securities Administrator,
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: Client Manager, BSALTA 2006-3 Telecopier No.: (410) 715-2380
8
e. In the case of Assignee,
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston, MA02110
30. Each party will pay any commissions it has incurred and the Assignor shall pay the fees of its attorneys and the reasonable
fees of the attorneys of the Assignee and the Company in connection with the negotiations for, documenting of and closing of the
transactions contemplated by this AAR Agreement.
31. This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of
law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
32. No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in writing and
signed by the party against whom such waiver or modification is sought to be enforced.
33. This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which
Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed
Assignor, Assignee or Company, respectively, hereunder.
34. This AAR Agreement shall survive the conveyance of the Assigned Loans, the assignment of the Recognition Agreement to the
extent of the Assigned Loans by Assignor to Assignee and the termination of the Recognition Agreement.
35. This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an
original and all such counterparts shall constitute one and the same instrument.
36. In the event that any provision of this AAR Agreement conflicts with any provision of the Recognition Agreement with respect
to the Assigned Loans, the terms of this AAR Agreement shall control.
37. The Company hereby acknowledges that Wells Fargo Bank, National Association has been appointed as the master servicer of the
Mortgage Loans pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2006, among Structured Asset Mortgage
Investments II Inc., the Assignor, Wells Fargo Bank, National Association and the Assignee and therefor has the right to enforce all
obligations of the Company under the Recognition Agreement. The Company shall make all distributions under the Recognition Agreement
to the Master Servicer by wire transfer of immediately available funds to:
Bear Stearns BSALTA 2006-3 Master Servicer Collection Account
Wells Fargo Bank, National Association
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
For Further Credit to: BSALTA 2006-3, Account #50915000.
9
and the Company shall deliver all reports required to be delivered under the Recognition Agreement to the Assignee at the
address set forth in Section 8 herein and to the Master Servicer at:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: BSALTA 2006-3
Telecopier No.: (410) 715-2380
10
[TPW: NYLEGAL:140517.5] 17297-00118 04/29/2003 5:03 PM
IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.
EMC MORTGAGE CORPORATION
Assignor
By:___________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
AS TRUSTEE
Assignee
By:___________________________________
Name:
Title:
PHH MORTGAGE CORPORATION
Company
By:___________________________________
Name:
Title:
BISHOP'S GATE RESIDENTIAL MORTGAGE TRUST
By: PHH Mortgage Corporation, as Administrator
By:___________________________________
Name:
Title:
ACKNOWLEDGED:
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:___________________________________
Name:
Title:
EXHIBIT I-23
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the "Assignment and Assumption Agreement"), dated as of April 28,2006, among EMC Mortgage Corporation, a Delaware corporation (the "Assignor"), U.S. Bank National Association, not individually but
solely as trustee for the holders of Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3 (the
"Assignee") and Wells Fargo Bank, N.A. (the "Company").
Whereas the Assignor purchased certain mortgage loans listed on Exhibit A attached hereto (the "Mortgage Loans") from the
Company pursuant to that certain Amended and Restated Master Mortgage Loan Purchase Agreement dated as of November 1, 2005 (the
"Mortgage Loan Purchase Agreement"), by and between the Company and the Assignor, and that certain Assignment and Conveyance Agreement
dated as of December 21, 2005, between the Company and the Assignor (the "Assignment and Conveyance Agreement"); and
Whereas the Assignor and the Company entered into that certain Amended and Restated Master Seller's Warranties and Servicing
Agreement dated as of November 1, 2005 (the "Warranties and Servicing Agreement"), pursuant to which the Company agreed to service
the Mortgage Loans.
In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Mortgage Loans now serviced by the
Company for the Assignor and its successors and assigns pursuant to the Warranties and Servicing Agreement shall be subject to the
terms of this Assignment and Assumption Agreement. Capitalized terms used herein but not otherwise defined shall have the meanings
assigned to them in the Warranties and Servicing Agreement.
Assignment and Assumption
1. Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right,
title and interest in, to and under (a) the Mortgage Loans and (b) the Warranties and Servicing Agreement with respect to the
Mortgage Loans; provided, however, that the Assignor is not assigning to the Assignee any of its right, title and interest, to and
under the Warranties and Servicing Agreement with respect to any mortgage loan other than the Mortgage Loans listed on Exhibit A.
Except as is otherwise expressly provided herein, the Assignor makes no representations, warranties or covenants to the Assignee and
the Assignee acknowledges that the Assignor has no obligations to the Assignee under the terms of the Warranties and Servicing
Agreement or otherwise relating to the transaction contemplated herein (including, but not limited to, any obligation to indemnify
the Assignee).
To the extent the Assignor fails to cure, repurchase or substitute for a Mortgage Loan or indemnify the Assignee for any
representation or warranty assigned or made by the Assignor, the Company shall cure, repurchase or substitute for a Mortgage Loan or
indemnify the Assignee, but only to the extent that the Company has agreed to indemnify the Assignor under the terms of the
Warranties and Servicing Agreement, as amended.
Representations Warranties and Covenants
2. The Assignor warrants and represents to, and covenants with, the Assignee that as of the date hereof:
a. Attached hereto as Exhibit B is a true and accurate copy of the Warranties and Servicing Agreement, which agreement is in
full force and effect as of the date hereof and the provisions of which have not been waived, further amended
or modified in any respect, nor has any notice of termination been given thereunder;
b. The Assignor is the lawful owner of the Mortgage Loans with full right to transfer the Mortgage Loans and any and all of its
interests, rights and obligations under the Warranties and Servicing Agreement as they relate to the Mortgage
Loans, free and clear from any and all claims and encumbrances; and upon the transfer of the Mortgage Loans
to the Assignee as contemplated herein, Assignee shall have good title to each and every Mortgage Loan, as
well as any and all of the Assignee's interests, rights and obligations under the Warranties and Servicing
Agreement as they relate to the Mortgage Loans, free and clear of any and all liens, claims and encumbrances;
c. There are no offsets, counterclaims or other defenses available to the Company with respect to the Mortgage Loans or the
Warranties and Servicing Agreement;
d. The Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Mortgage
Loan;
e. The Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite power and authority to acquire, own and sell the Mortgage Loans;
f. The Assignor has full corporate power and authority to execute, deliver and perform its obligations under this Assignment
and Assumption Agreement, and to consummate the transactions set forth herein. The consummation of the
transactions contemplated by this Assignment and Assumption Agreement is in the ordinary course of the
Assignor's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of the Assignor's charter or by-laws or any legal restriction, or any material agreement or
instrument to which the Assignor is now a party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The
execution, delivery and performance by the Assignor of this Assignment and Assumption Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of the Assignor. This Assignment and Assumption Agreement has been duly executed
and delivered by the Assignor and, upon the due authorization, execution and delivery by the Assignee and the
Company, will constitute the valid and legally binding obligation of the Assignor enforceable against the
Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights
generally, and by general principles of equity regardless of whether enforceability is considered in a
proceeding in equity or at law;
g. No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is
required to be obtained or made by the Assignor in connection with the execution, delivery or performance by
the Assignor of this Assignment and Assumption Agreement, or the consummation by it of the transactions
contemplated hereby. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged,
sold or otherwise disposed of the Mortgage Loans or any interest in the Mortgage Loans, or solicited any
offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, or any interest in the
Mortgage Loans or otherwise approached or negotiated with respect to the Mortgage Loans, or any interest in
the Mortgage Loans with any Person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action which would constitute a distribution of the
Mortgage Loans under the Securities Act of 1933, as amended (the "1933 Act") or which would render the
disposition of the Mortgage Loans a violation of Section 5 of the 1933 Act or require registration pursuant
thereto; and
h. The Assignor has received from the Company, and has delivered to the Assignee, all documents required to be delivered to the
Assignor by the Company prior to the date hereof pursuant to the Warranties and Servicing Agreement with
respect to the Mortgage Loans and has not received, and has not requested from the Company, any additional
documents.
3. The Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
(a) The Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of
its organization and has all requisite power and authority to hold the Mortgage Loans on behalf of the
holders of Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3;
(b) The Assignee has full corporate power and authority to execute, deliver and perform under this Assignment and
Assumption Agreement, and to consummate the transactions set forth herein. The consummation of the
transactions contemplated by this Assignment and Assumption Agreement is in the ordinary course of the
Assignee's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of the Assignee's charter or by-laws or any legal restriction, or any material agreement or
instrument to which the Assignee is now a party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which the Assignee or its property is subject. The
execution, delivery and performance by the Assignee of this Assignment and Assumption Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of the Assignee. This Assignment and Assumption Agreement has been duly executed
and delivered by the Assignee and, upon the due authorization, execution and delivery by the Assignor and the
Company, will constitute the valid and legally binding obligation of Assignee enforceable against the
Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights
generally, and by general principles of equity regardless of whether enforceability is considered in a
proceeding in equity or at law;
(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any
governmental entity is required to be obtained or made by the Assignee in connection with the execution,
delivery or performance by the Assignee of this Assignment and Assumption Agreement, or the consummation by
it of the transactions contemplated hereby; and
(d) The Assignee assumes all of the rights of the Purchaser under the Warranties and Servicing Agreement with
respect to the Mortgage Loans other than the right to enforce the obligations of the Company under the
Warranties and Servicing Agreement.
4. The Company warrants and represents to, and covenants with, the Assignor and the Assignee as of the date hereof:
(a) Attached hereto as Exhibit B is a true and accurate copy of the Warranties and Servicing Agreement, which
agreement is in full force and effect as of the date hereof and the provisions of which have not been waived,
further amended or modified in any respect, nor has any notice of termination been given thereunder;
(b) The Company is a national banking association duly organized, validly existing and in good standing under the
laws of the United States, and has all requisite power and authority to service the Mortgage Loans and
otherwise to perform its obligations under the Warranties and Servicing Agreement;
(c) The Company has full power and authority to execute, deliver and perform its obligations under this
Assignment and Assumption Agreement, and to consummate the transactions set forth herein. The consummation
of the transactions contemplated by this Assignment and Assumption Agreement is in the ordinary course of the
Company's business and will not conflict with, or result in a breach of, any of the terms, conditions or
provisions of the Company's charter or by-laws or any legal restriction, or any material agreement or
instrument to which the Company is now a party or by which it is bound, or result in the violation of any
law, rule, regulation, order, judgment or decree to which the Company or its property is subject. The
execution, delivery and performance by the Company of this Assignment and Assumption Agreement and the
consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action
on part of the Company. This Assignment and Assumption Agreement has been duly executed and delivered by the
Company, and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute
the valid and legally binding obligation of Company, enforceable against the Company in accordance with its
terms except as enforceability may be limited by the effect of insolvency, liquidation, conservatorship and
other similar laws administered by the Federal Deposit Insurance Corporation affecting the enforcement of
contract obligations of insured banks and subject to the application of the rules of equity;
(d) No consent, approval, order or authorization of, or declaration, filing or registration with, any
governmental entity is required to be obtained or made by the Company in connection with the execution,
delivery or performance by the Company of this Assignment and Assumption Agreement, or the consummation by it
of the transactions contemplated hereby;
(e) The Company shall establish a Custodial Account and an Escrow Account under the Warranties and Servicing
Agreement in favor of the Assignee with respect to the Mortgage Loans separate from the Custodial Account and
Escrow Account previously established under the Warranties and Servicing Agreement in favor of Assignor; and
(f) Pursuant to Section 9.01 of the Warranties and Servicing Agreement, the Company hereby restates the
representations and warranties set forth in Sections 3.01 of the Warranties and Servicing Agreement with
respect to the Company as of the date hereof as amended by Section 7.
1. Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns) harmless against any and
all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses
that Assignee (and its successors and assigns) may sustain in any way related to any breach of the representations or warranties of
Assignor set forth in this Assignment and Assumption Agreement or the breach of any covenant or condition contained herein.
38. The Company hereby acknowledges that Wells Fargo Bank, N.A. and any successor thereto (the "Master Servicer"), has been
appointed as master servicer of the Mortgage Loans pursuant to the Pooling and Servicing Agreement dated as of April 1, 2006 (the
"Pooling and Servicing Agreement"), among Structured Asset Mortgage Investments II Inc., the Assignor, the Assignee and the Master
Servicer, and therefore has the right to enforce all obligations of the Company under the Warranties and Servicing Agreement. Such
right will include, without limitation, the right to receive all remittances required to be made by the Company under the
Warranties and Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Company
under the Warranties and Servicing Agreement, the right to examine the books and records of the Company, indemnification rights,
and the right to exercise certain rights of consent and approval relating to actions taken by the Company. The Company hereby
acknowledges that the Master Servicer shall be obligated to notify the Assignee in accordance with the Pooling and Servicing
Agreement upon the discovery of an event of default by the Company of its obligations under the Warranties and Servicing Agreement
and the Assignee shall have the right to terminate the Company as servicer under the Warranties and Servicing Agreement upon the
occurrence of such an event of default.
39. The Company shall make all distributions under the Warranties and Servicing Agreement to the Master Servicer by wire
transfer of immediately available funds to:
Bear Stearns BSALTA 2006-3 Master Servicer Collection Account
Wells Fargo Bank, National Association
ABA# 121000248
Account Name: SAS Clearing
Account # 3970771416
For Further Credit to: BSALTA 2006-3, Account #50915000.
and the Company shall deliver all reports required to be delievered under the Warranties and Servicing Agreement to the
Master Servicer at:
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland21045
Attention: Client Manager BSALTA 2006-3
Telecopy No.: (410) 715-2380
40. Notwithstanding any term hereof to the contrary, it is expressly understood and agreed by the parties hereto that
(i) this Agreement is acknowledged and accepted by the Assignee not individually or personally but solely as Assignee for the Trust
in the exercise of the powers and authority conferred and vested in it under the Pooling and Servicing Agreement, (ii) each of the
representations, undertakings and agreements herein made on behalf of the Trust is made and intended not as personal representations,
undertakings and agreements of the Assignee but is made and intended for the purpose of binding only the Trust and (iii) under no
circumstances shall the Assignee be personally liable for the payment of any indebtedness or expenses of the Assignee or the Trust or
be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Assignee, the
Assignor or the Trust under this Agreement or made or undertaken by the Assignee, the Assignor or the Trust under the Warranties and
Servicing Agreement or the Pooling and Servicing Agreement. Any recourse against the Assignee in respect of any obligations it may
have under or pursuant to the terms of this Agreement shall be limited solely to the assets it may hold as trustee of Bear Stearns
ALT-A Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3.
Recognition of Assignee
41. 7. From and after the date hereof, Company shall recognize Assignee as owner of the Mortgage Loans, and will service
the Mortgage Loans in accordance with the Warranties and Servicing Agreement (as modified herein), the terms of which are
incorporated herein by reference. The Company acknowledges and consents to the assignment by the Assignor to the Assignee of all of
the Assignor's rights against the Company pursuant to the Warranties and Servicing Agreement and to the enforcement or exercise of
any right or remedy against the Company pursuant to the Warranties and Servicing Agreement as assigned by the Assignor against the
Company pursuant to this Assignment and Assumption Agreement as assigned by the Assignee. Such enforcement of a right or remedy by
the Assignee or the Master Servicer shall have the same force and effect as if the right or remedy had been enforced or exercised by
the Assignor directly.
Notwithstanding anything to the contrary contained herein or in the Warranties and Servicing Agreement, Company
acknowledges that the Mortgage Loans will be part of a REMIC and hereby agrees that in no event will it service the Mortgage Loans in
a manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any REMIC
(including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code).
42. It is the intention of Assignor, Company and Assignee that this Assignment and Assumption Agreement shall be binding
upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor shall amend or
agree to amend, modify, waive, or otherwise alter any of the terms or provisions of the Warranties and Servicing Agreement (except as
is specified in Section 7 below) which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans
without the prior written consent of Assignee.
Modification of the Warranties and Servicing Agreement
43. 8. The Company and Assignor hereby amend the Warranties and Servicing Agreement as follows:
44. (a) The following definitions shall be added to Article I of the Warranties and Servicing Agreement:
Master Servicer: Wells Fargo Bank, N.A. or any successor thereto.
Nonrecoverable Advance: Any advance previously made by the Company pursuant to Section 5.03 or any Servicing Advance
which, in the good faith judgment of the Company, may not be ultimately recoverable by the Company from Liquidation
Proceeds or otherwise. The determination by the Company that it has made a Nonrecoverable Advance, shall be
evidenced by an Officer's Certificate of the Company delivered to the Purchaser and the Master Servicer and
detailing the reasons for such determination.
Prepayment Charge: Any prepayment premium, penalty or charge payable by a Mortgagor in connection with any Principal
Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note.
Securities Administrator: Wells Fargo Bank, N.A., or any successor thereto.
Trustee: U.S. Bank National Association.
(b) The definition of Principal Prepayment in Article I of the Warranties and Servicing Agreement is deleted in its
entirety and replaced with the following:
Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan which is received in advance of
its scheduled Due Date, including any Prepayment Charge and which is not accompanied by an amount of interest representing scheduled
interest due on any date or dates in any month or months subsequent to the month of prepayment.
(c) The definition of "Qualified Depository" in the Warranties and Servicing Agreement shall be modified by deleting the
word "A-1" and replacing it with the word "A-1+".
(d) The following sentence is added after the first sentence of the first paragraph of Section 4.02 of the Warranties
and Servicing Agreement:
"The Company, on behalf of the Purchaser, may also, in its discretion, as an alternative to foreclosure, sell defaulted
Mortgage Loans at fair market value to third-parties, if the Company reasonably believes that such sale would maximize proceeds to
the Purchaser (on a present value basis) with respect to each such Mortgage Loan."
(e) Article III of the Warranties and Servicing Agreement is hereby amended by replacing Section 3.01(b) with the
following:
The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the
Company, who is in the business of selling and servicing loans;
(f) Article III of the Warranties and Servicing Agreement is hereby amended by replacing Section 3.01(c) with the
following:
Neither the execution and delivery of this Agreement, the acquisition of the Mortgage Loans by the Company or the
transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement will
conflict with or result in a breach of any of the terms, articles of incorporation or by-laws or any legal restriction or
any agreement or instrument to which the Company is now a party or by which it is bound, or constitute a default or result
in the violation of any law, rule, regulation, order, judgment or decree to which the Company or its property is subject, or
impair the ability of the Purchaser to realize on the Mortgage Loans, or impair the value of the Mortgage Loans;
(g) Article III of the Warranties and Servicing Agreement is hereby amended by replacing Section 3.01(f) with the
following:
The Company does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every
covenant contained in this Agreement. The Company is solvent;
(h) Article III of the Warranties and Servicing Agreement is hereby amended by replacing Section 3.01(h) with the
following:
No consent, approval, authorization or order of any court or governmental agency or body is required for the
execution, delivery and performance by the Company of or compliance by the Company with this Agreement or if required, such
approval has been obtained prior to the related Closing Date;
(i) Article III of the Warranties and Servicing Agreement is hereby amended by deleting Section 3.01(i) in its entirety.
(j) Article III of the Warranties and Servicing Agreement is hereby amended by deleting Section 3.01(k) in its entirety.
(k) Article III of the Warranties and Servicing Agreement is hereby amended by deleting Section 3.01(m) in its entirety.
(l) Section 3.02 of Article III of the Warranties and Servicing Agreement is not applicable to the Mortgage Loans.
(m) Article IV of the Warranties and Servicing Agreement is hereby amended by replacing the second paragraph of Section
4.01 with the following (new text underlined):
Consistent with the terms of this Agreement, the Company may waive, modify or vary any term of any Mortgage Loan or
consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in
the Company's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially
adverse to the Purchaser, provided, however, that the Company shall not make any future advances other than Servicing
Advances with respect to a Mortgage Loan and (unless the Mortgagor is in default with respect to the Mortgage Loan or such
default is, in the judgment of the Company, imminent and the Company has obtained the prior written consent of the
Purchaser) the Company shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage
Interest Rate, defer or forgive the payment of principal (except for actual payments of principal) or change the final
maturity date on such Mortgage Loan. In the event of any such modification which permits the deferral of interest or
principal payments on any Mortgage Loan, the Company shall, on the Business Day immediately preceding the Remittance Date in
any month in which any such principal or interest payment has been deferred, deposit in the Custodial Account from its own
funds, in accordance with Section 5.03, the difference between (a) such month's principal and one month's interest at the
Mortgage Loan Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b) the amount paid by the
Mortgagor. The Company shall be entitled to reimbursement for such advances to the same extent as for all other advances
made pursuant to Section 5.03. Without limiting the generality of the foregoing, the Company shall continue, and is hereby
authorized and empowered, to execute and deliver on behalf of itself and the Purchaser, all instruments of satisfaction or
cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the Mortgaged Properties. If reasonably required by the Company, the Purchaser shall furnish the
Company with any powers of attorney and other documents necessary or appropriate to enable the Company to carry out its
servicing and administrative duties under this Agreement.
(n) Article IV of the Warranties and Servicing Agreement is hereby amended by replacing the first paragraph of Section
4.02 with the following:
In the event that any payment due under any Mortgage Loan and not postponed pursuant to Section 4.01 is not paid
when the same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or obligation under
the Mortgage Loan and such failure continues beyond any applicable grace period, the Company shall take such action as (1)
the Company would take under similar circumstances with respect to a similar mortgage loan held for its own account for
investment, (2) shall be consistent with Accepted Servicing Practices, (3) the Company shall determine prudently to be in
the best interest of Purchaser, and (4) is consistent with any related PMI Policy. In the event that any payment due under
any Mortgage Loan is not postponed pursuant to Section 4.01 and remains delinquent for a period of 90 days or any other
default continues for a period of 90 days beyond the expiration of any grace or cure period, the Company shall commence
foreclosure proceedings, the Company shall notify the Purchaser in writing of the Company's intention to do so. In the
event the Purchaser objects to such foreclosure action, the Company shall not be required to make Monthly Advances with
respect to such Mortgage Loan, pursuant to Section 5.03, and the Company's obligation to make such Monthly Advances shall
terminate on the 90th day referred to above. In such connection, the Company shall from its own funds make all necessary
and proper Servicing Advances, provided, however, that the Company shall not be required to expend its own funds in
connection with any foreclosure or towards the restoration or preservation of any Mortgaged Property, unless it shall
determine (a) that such preservation, restoration and/or foreclosure will increase the proceeds of liquidation of the
Mortgage Loan to Purchaser after reimbursement to itself for such expenses and (b) that such expenses will be recoverable by
it either through Liquidation Proceeds (respecting which it shall have priority for purposes of withdrawals from the
Custodial Account pursuant to Section 4.05) or through Insurance Proceeds (respecting which it shall have similar priority).
(o) Article IV of the Warranties and Servicing Agreement is hereby amended effective as of the date hereof by adding the
following paragraph to Section 4.03:
The Company shall not waive any Prepayment Charge unless: (i) the enforceability thereof shall have been limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally, (ii) the
enforcement thereof is illegal, or any local, state or federal agency has threatened legal action if the prepayment penalty
is enforced, (iii) the mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or
(iv) such waiver is standard and customary in servicing similar Mortgage Loans and relates to a default or a reasonably
foreseeable default and would, in the reasonable judgment of the Company, maximize recovery of total proceeds taking into
account the value of such Prepayment Charge and the related Mortgage Loan. If a Prepayment Charge is waived, but does not
meet the standards described above, then the Company is required to pay the amount of such waived Prepayment Charge by
remitting such amount to the Purchaser by the Remittance Date.
(p) Article IV of the Warranties and Servicing Agreement is hereby amended by replacing the second paragraph of
Section 4.04 with the following:
The Company shall deposit in a mortgage clearing account on a daily basis, and in the Custodial Account within two
(2) Business Days after the Company's receipt of such funds, and retain therein, the following collections received by the
Company:
(q) Article IV of the Warranties and Servicing Agreement is hereby amended by adding as Subsection 4.05(x) the
following:
"(x) to reimburse itself for any Nonrecoverable Advances;"
(r) Article IV of the Warranties and Servicing Agreement is hereby amended by replacing the second paragraph of Section
4.06 with the following:
The Company shall deposit in a mortgage clearing account on a daily basis, and in the Escrow Account or Accounts within two
(2) Business Days after the Company's receipt of such funds, and retain therein:
(s) Article VI of the Warranties and Servicing Agreement is hereby amended by replacing the second paragraph of Section
6.02 with the following:
If the Company satisfies or releases the lien of the Mortgage without first having obtained payment in full of the
indebtedness secured by the Mortgage (other than as a result of a modification of the Mortgage pursuant to the terms of this
Agreement or a liquidation of the Mortgaged Property pursuant to the terms of this Agreement) or should the Company otherwise
prejudice any rights the Purchaser may have under the mortgage instruments, the Company shall deposit in the Custodial Account the
entire outstanding principal balance, plus all accrued interest on such Mortgage Loan, on the day preceding the Remittance Date in
the month following the date of such release. The Company shall maintain the Fidelity Bond and Errors and Omissions Insurance Policy
as provided for in Section 4.12 insuring the Company against any loss it may sustain with respect to any Mortgage Loan not satisfied
in accordance with the procedures set forth herein.
(r) Article IV of the Warranties and Servicing Agreement is hereby amended by replacing Section 4.25 with the following:
The Company shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the
Company as servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph
(a) of this Section 4.25. The Company shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit
any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Company as
servicer under this Agreement or any Reconstitution Agreement unless the Company complies with the provisions of paragraph (b) of
this Section 4.25.
(a) It shall not be necessary for the Company to seek the consent of the Purchaser, any Master Servicer or any Depositor
to the utilization of any Subservicer. The Company shall cause any Subservicer used by the Company (or by any Subservicer)
for the benefit of the Purchaser and any Depositor to comply with the provisions of this Section 4.25 and with Sections
6.04, 6.06, 9.01(e)(iii), 9.01(e)(v), 9.01(e)(vi), 9.01(e)(vii), 9.01(e)(viii) and 9.01(f) of this Agreement to the same
extent as if such Subservicer were the Company, and to provide the information required with respect to such Subservicer
under Section 9.01(e)(iv) of this Agreement. The Company shall be responsible for obtaining from each Subservicer and
delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer
under Section 6.04 and any assessment of compliance and attestation required to be delivered by such Subservicer under
Section 6.06 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes
Certification under Section 6.06 as and when required to be delivered.
(b) It shall not be necessary for the Company to seek the consent of the Purchaser, any Master Servicer or any Depositor
to the utilization of any Subcontractor. The Company shall promptly upon request provide to the Purchaser, any Master
Servicer and any Depositor (or any designee of the Depositor, such as an administrator) a written description (in form and
substance satisfactory to the Purchaser, such Depositor and such Master Servicer) of the role and function of each
Subcontractor utilized by the Company or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which
(if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation
AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each
Subcontractor identified pursuant to clause (ii) of this paragraph.
As a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB, the Company shall cause any such Subcontractor used by the Company (or by any Subservicer) for
the benefit of the Purchaser and any Depositor to comply with the provisions of Sections 6.06 and 9.01(f) of this Agreement to the
same extent as if such Subcontractor were the Company. The Company shall be responsible for obtaining from each Subcontractor and
delivering to the Purchaser and any Depositor any assessment of compliance and attestation and the other certifications required to
be delivered by such Subservicer and such Subcontractor under Section 6.06, in each case as and when required to be delivered.
(s) Article V of the Warranties and Servicing Agreement is hereby amended effective as of the date hereof by deleting
Section 5.02 in its entirety and replacing it with the following:
Section 5.02 Statements to the Purchaser.
No later than the tenth (10th) calendar day (or if such tenth (10th) day is not a Business Day, the first Business Day immediately
preceding such tenth (10th day) of each month, the Company shall furnish to the Master Servicer an electronic file containing the
data specified in Exhibit I, which data shall reflect information as to the period ending on the last day of the preceding month,
Exhibit J with respect to defaulted mortgage loans and Exhibit M, with respect to realized losses and gains, with each such report.
(i) Section 6.04 (Annual Statements as to Compliance) of the Warranties and Servicing Agreement is hereby amended as
follows:
(1) delete paragraph (i) in its entirety;
(2) delete the reference to "(ii)" at the beginning of the section paragraph; and
(3) Delete the references to "the Purchaser and any Depositor" and replace each with "the Master Servicer".
(j) Section 6.05 (Annual Independent Public Accountants' Servicing Report) of the Warranties and Servicing
Agreement is deleted in its entirety.
(k) Section 6.06 (Report on Assessment of Compliance and Attestation) of the Warranties and Servicing Agreement
is hereby amended by replacing the references to "the Purchaser and any Depositor" with "the Master Servicer" and "the Purchaser and
such Depositor" with "the Master Servicer".
(l) Section 6.07(ii) of the Warranties and Servicing Agreement is hereby amended by replacing the references to
"Purchaser or Depositor" with "Purchaser, any Master Servicer or any Depositor."
(m) The following are added as the second, third and fourth paragraphs of Section 6.09 of the Warranties and Servicing
Agreement:
"Notwithstanding anything in this Agreement to the contrary, the Company (a) shall not permit any modification with
respect to any Mortgage Loan that would change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in
default with respect to the Mortgage Loan or such default is, in the judgment of the Company, reasonably foreseeable) make
or permit any modification, waiver or amendment of any term of any Mortgage Loan that would both effect an exchange or
reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder).
Prior to taking any action with respect to the Mortgage Loans which is not contemplated under the terms of this
Agreement, the Company will obtain an Opinion of Counsel reasonably acceptable to the Securities Administrator with a copy
to the Trustee with respect to whether such action could result in the imposition of a tax upon any REMIC (including but not
limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event"), and the Company shall not
take any such action or cause the Trust Fund to take any such action as to which it has been advised that an Adverse REMIC
Event could occur.
The Company shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any
REMIC. The Company shall not enter into any arrangement by which any REMIC will receive a fee or other compensation for
services nor permit any REMIC to receive any income from assets other than "qualified mortgages" as defined in Section
860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code."
(n) Article IX of the Warranties and Servicing Agreement is hereby amended effective as of the date hereof by replacing
Section 9.01(e)(iv) with the following:
(iv) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of
asset-backed securities, the Company shall (or shall cause each Subservicer and Third-Party Originator to) (1) provide
prompt notice to the Purchaser, any Master Servicer and any Depositor in writing of (A) any material litigation or
governmental proceedings involving the Company, any Subservicer or any Third-Party Originator, (B) any affiliations or
relationships that develop following the closing date of a Securitization Transaction between the Company, any Subservicer
or any Third-Party Originator and any of the parties specified in Section 9.01(e)(iii)(J) (and any other parties identified
in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the
terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the
assets of the Company, and (E) the Company's entry into an agreement with a Subservicer to perform or assist in the
performance of any of the Company's obligations under this Agreement or any Reconstitution Agreement, and (2) provide to the
Purchaser and any Depositor a description of such proceedings, affiliations or relationships.
All notification pursuant to this Section 9.01(e)(iv), other than those pursuant to Section 9.01(e)(iv)(A), should
be sent to:
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
With a copy to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
Notifications pursuant to Section 9.01(e)(iv)(A) should be sent to:
EMC Mortgage Corporation
Two Mac Arthur Ridge
909 Hidden Ridge Drive, Suite 200
Irving, TX75038
Attention: Associate General Counsel for Loan Administration
Facsimile: (972) 831-2555
With copies to:
Bear, Stearns & Co. Inc.
383 Madison Avenue, 3rd Floor
New, York, NY10179
Attention: Global Credit Administration
Facsimile: (212) 272-6564
EMC Mortgage Corporation
2780 Lake Vista Drive
Lewisville, TX75067-3884
Attention: Conduit Seller Approval Dept.
Facsimile: (214) 626-3751
Email: sellerapproval@bear.com
(o) Section 9.01(e)(v) of the Warranties and Servicing Agreement is hereby amended effective as of the date hereof, by
replacing the references to "the Purchaser and any Depositor" with "the Purchaser, the Master Servicer and any Depositor" and "the
Purchaser and such Depositor" with "the Purchaser, the Master Servicer and such Depositor".
(p) The third paragraph of Section 9.01 of the Warranties and Servicing Agreement is hereby amended effective as of the
date hereof by replacing such section with the following:
The Purchaser and the Company acknowledge and agree that the purpose of Section 9.01(e) is to facilitate compliance
by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the
Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are
registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require
that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to
compliance with Regulation AB include provision of comparable disclosure in private offerings.
Neither the Purchaser, the Master Servicer nor any Depositor shall exercise its right to request delivery of
information or other performance under these provisions other than in good faith, or for purposes other than compliance with
the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a
private offering of disclosure comparable to that required under the Securities Act). The Company acknowledges that
interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by
the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or
otherwise, and agrees to comply with requests made by the Purchaser, the Master Servicer or any Depositor in good faith for
delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection
with any Securitization Transaction, the Company shall cooperate fully with the Purchaser and any Master Servicer to deliver
to the Purchaser (including any of its assignees or designees), any Master Servicer and any Depositor, any and all
statements, reports, certifications, records and any other information necessary in the good faith determination of the
Purchaser, the Master Servicer or any Depositor to permit the Purchaser, such Master Servicer or such Depositor to comply
with the provisions of Regulation AB, together with such disclosures relating to the Company, any Subservicer, any
Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser
or any Depositor to be necessary in order to effect such compliance.
The Purchaser (including any of its assignees or designees) shall cooperate with the Company by providing timely
notice of requests for information under these provisions and by reasonably limiting such requests to information required,
in the Purchaser's reasonable judgment, to comply with Regulation AB.
(q) Section 9.01(e)(vii) of the Warranties and Servicing Agreement is hereby amended effective as of the date hereof by
replacing such section with the following:
(vii) In addition to such information as the Company, as servicer, is obligated to provide pursuant to other
provisions of this Agreement, not later than ten (10) days prior to the deadline for the filing of any distribution report
on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Company or
any Subservicer, the Company or such Subservicer, as applicable, shall, to the extent the Company or such Subservicer has
knowledge, provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of
the occurrence of any of the following events along with all information, data, and materials related thereto as may be
required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB
referenced below):
(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments
during the distribution period;
(B) material breaches of pool asset representations or warranties or transaction covenants (Item
1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities issuances backed by the same pool assets, any
pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting
or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB).
(r) Article IX of the Warranties and Servicing Agreement is hereby amended effective as of the date hereof by inserting
the following new Section 9.01(e)(viii) as follows:
(viii) The Company shall provide to the Purchaser, any Master Servicer and any Depositor, evidence of the
authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and
Errors and Omission Insurance policy, financial information and reports, and such other information related to the Company
or any Subservicer or the Company or such Subservicer's performance hereunder.
(s) Article IX of the Warranties and Servicing Agreement is hereby amended effective as of the date hereof by inserting
the following after Section 9.01(e)(iii)(H) in its entirety as follows:
(I) a description of any material legal or governmental proceedings pending (or known to be contemplated)
against the Servicer; and
(J) a description of any affiliation or relationship between the Servicer and any of the following parties to a
Securitization Transaction, as such parties are identified to the Servicer by the Purchaser or any Depositor in writing in
advance of such Securitization Transaction:
(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;
(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material transaction party.
(t) Article IX of the Warranties and Servicing Agreement is hereby amended by replacing Section 9.01(f) with the
following:
(u) the Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties
participating in a Securitization Transaction; each sponsor and issuing entity; each Person (including, but not
limited to, any Master Servicer, if applicable) responsible for the preparation, execution or filing of any report
required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a
certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each
Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and
affiliates of each of the foregoing and of the Depositor (each, an "Indemnified Party"), and shall hold each of them
harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or
based upon:
(i) (A) any untrue statement of a material fact contained or alleged to be contained in any information,
report, certification, data, accountants' letter or other material provided under Sections 9.01(c) and (e)
by or on behalf of the Company, or provided under Sections 9.01(c) and (e) by or on behalf of any
Subservicer, Subcontractor or Third-Party Originator (collectively, the "Company Information"), or (B) the
omission or alleged omission to state in the Company Information a material fact required to be stated in
the Company Information or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, by way of clarification, that clause
(B) of this paragraph shall be construed solely by reference to the Company Information and not to any
other information communicated in connection with a sale or purchase of securities, without regard to
whether the Company Information or any portion thereof is presented together with or separately from such
other information;
(ii) any breach by the Company of its obligations under this Section 9.01(f), including any failure by the Company, any
Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report,
certification, accountants' letter or other material when and as required under Sections 9.01(c) and (e),
including any failure by the Company to identify any Subcontractor "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB; or
(iii) any breach by the Company of a representation or warranty set forth in Section 9.01(e)(iv)(A) or in a writing furnished
pursuant to Section 9.01(e)(iv)(B) and made as of a date prior to the closing date of the related
Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach
by the Company of a representation or warranty in a writing furnished pursuant to Section 9.01(e)(iv)(B) to
the extent made as of a date subsequent to such closing date.
(iv) the negligence, bad faith or willful misconduct of the Company in connection with its performance under this Section.
If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified
Party, then the Company agrees that it shall contribute to the amount paid or payable by such Indemnified
Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party ins such
proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and
the Company on the other.
In the case of any failure of performance described in sub-clause (ii) of this Section 9.01(f), the Company
shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the
preparation, execution or filing of any report required to be filed with the Commission with respect to
such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule
15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably
incurred by each such party in order to obtain the information, report, certification, accountants' letter
or other material not delivered as required by the Company, any Subservicer, any Subcontractor or any
Third-Party Originator.
This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.
(v) The following is added as Section 10.01(ix) of the Warranties and Servicing Agreement:
(ix) failure by the Company to duly perform, within the required time period, its obligations under Sections
6.04, 6.06, or 9.01(e) which failure continues unremedied for a period of fifteen (15) calendar days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given to the Company by any party to this Agreement or by
any master servicer responsible for master servicing the Mortgage Loans pursuant to a securitization of such Mortgage Loans.
(w) Article X of the Warranties and Servicing Agreement is hereby amended effective as of the date hereof by adding the
following at the end of the last paragraph of Section 10.01:
If the Company is terminated pursuant to this Section 10.01, the Company shall promptly reimburse the Purchaser (or
any designee of the Purchaser, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses
incurred by the Purchaser (or such designee) or such Depositor, as such are incurred, in connection with the termination of
the Company as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this
paragraph shall not limit whatever rights the Purchaser or any Depositor may have under other provisions of this Agreement
and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages,
specific performance or injunctive relief.
(x) The first sentence of Section 12.03 of the Warranties and Servicing Agreement is deleted in its entirety and
replaced with the following:
Section 12.03 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York
without giving effect to principles of conflicts of laws (other than Section 5-1401 of the New York General
Obligations Law) and except to the extent preempted by Federal law and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
(y) A new Section 12.12 (Third Party Beneficiary) is hereby added to the Warranties and Servicing Agreement.
Section 12.12 Third Party Beneficiary.
For purposes of this Agreement, each Master Servicer shall be considered a third party beneficiary to this
Agreement, entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.
(z) The Warranties and Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit I, a copy
of which is annexed hereto as Exhibit C.
(aa) The Warranties and Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit J, a copy
of which is annexed hereto as Exhibit D.
(bb) The Warranties and Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit K, a copy
of which is annexed hereto as Exhibit E.
(cc) The Warranties and Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit D, a copy
of which is annexed hereto as Exhibit F.
8. A copy of all assessments, attestations, reports and certificates required to be delivered by the Servicer under
this AAR Agreement and the Warranties and Servicing Agreement shall be delivered to the Master Servicer by the date(s)
specified herein or therein, and where such documents are required to be addressed to any party, such addresses shall
include the Master Servicer and the Master Servicer shall be entitled to rely on such documents.
45. Notices:
10. The Assignor's address for purposes of all notices and correspondence related to the Mortgage Loans and this Assignment and
Assumption Agreement is:
EMC Mortgage Corporation
Mac Arthur Ridge Illinois
909 Hidden Ridge Drive, Suite 200
Irving, Texas75038
Attention: Ralene Ruyle, President
With a copy to:
Bear Stearns Mortgage Capital Corporation
383 Madison Avenue
New York, New York10179
Attention: Ernie Calabrese
The Assignee's address for purposes of all notices and correspondence related to the Mortgage Loans and this Assignment and
Assumption Agreement is:
U.S. Bank National Association
One Federal Street, 3rd Floor
Boston, MA02110
Attention: Maryellen Hunter
Telecopier No.: (617) 603-640
The Company's address for purposes of all notices and correspondence related to the Mortgage Loans and this Assignment and
Assumption Agreement is:
Wells Fargo Bank, N.A.
1 Home Campus
MAC X2401-042
Des Moines, Iowa50328-0001
Attention: John B. Brown
With a copy to:
Wells Fargo Bank, N.A.
1 Home Campus
Des Moines, Iowa50328-0001
Attention: General Counsel - MAC X2401-06T
Miscellaneous:
46. 11. Each party will pay any commissions it has incurred and the Assignor shall pay the fees of its attorneys and the
reasonable fees of the attorneys of the Assignee and the Company in connection with the negotiations for, documenting of and closing
of the transactions contemplated by this Assignment and Assumption Agreement.
47. 12. This Assignment and Assumption Agreement shall be construed in accordance with the laws of the State of New York,
including Sections 5-1401 and 5-1402 of the New General Obligations Law, but otherwise without regard to conflicts of law principles,
and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
48. 13. No term or provision of this Assignment and Assumption Agreement may be waived or modified unless such waiver or
modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.
49. 14. This Assignment and Assumption Agreement shall inure to the benefit of the successors and assigns of the parties
hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any
further writing, be deemed Assignor, Assignee or Company, respectively, hereunder.
50. 15. This Assignment and Assumption Agreement shall survive the conveyance of the Mortgage Loans and the assignment of
the Warranties and Servicing Agreement to the extent of the Mortgage Loans by Assignor to Assignee and the termination of the
Warranties and Servicing Agreement.
51. 16. This Assignment and Assumption Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall constitute one and the same instrument.
52. 17. In the event that any provision of this Assignment and Assumption Agreement conflicts with any provision of the
Warranties and Servicing Agreement with respect to the Mortgage Loans, the terms of this Assignment and Assumption Agreement shall
control.
53. 18. Any new loan number assigned to a Mortgage Loan by the Assignee shall be provided to the Company at the following
address: Wells Fargo Bank, N.A., 1 Home Campus, MAC X2401-042, Des Moines, Iowa50328-0001 Attention: John B. Brown. In addition, if
Assignee has changed its document custodian from the previous custodian, such new custodian's name, address and contact information
shall be provided to the Company at the aforementioned address.
IN WITNESS WHEREOF, the parties have caused this Assignment and Assumption Agreement to be executed by their duly authorized
officers as of the date first above written.
U.S. BANK NATIONAL ASSOCIATION, not individually but solely as trustee for the holders of Bear Stearns ALT-A Trust 2006-3, Mortgage
Pass-Through Certificates, Series 2006-3, as Assignee
By:_________________________________
Name:
Title:
EMC MORTGAGE CORPORATION,
as Assignor
By:_________________________________
Name:
Title
WELLS FARGO BANK, N.A.,
as Company
By:_________________________________
Name:
Title:
Acknowledged and Agreed
WELLS FARGO BANK,
N.A.,
as Master Servicer
By:_________________________________
Name:
Title
Exhibit B
Amended and Restated Master Seller's Warranties and Servicing Agreement dated as of November 1, 2005, between the Wells Fargo and EMC
[Provided upon request]
Exhibit C
EXHIBIT I
REPORTING DATA FOR MONTHLY REPORT
Standard File Layout - Master Servicing
-----------------------------------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SER_INVESTOR_NBR A value assigned by the Servicer to define a Text up to 10 digits 20
group of loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_NBR A unique identifier assigned to each loan by Text up to 10 digits 10
the investor.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERVICER_LOAN_NBR A unique number assigned to a loan by the Text up to 10 digits 10
Servicer. This may be different than the
LOAN_NBR.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORROWER_NAME The borrower name as received in the file. Maximum length of 30 (Last, 30
It is not separated by first and last name. First)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PAY_AMT Scheduled monthly principal and scheduled 2 No commas(,) or dollar signs 11
interest payment that a borrower is expected ($)
to pay, P&I constant.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NOTE_INT_RATE The loan interest rate as reported by the 4 Max length of 6 6
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NET_INT_RATE The loan gross interest rate less the service 4 Max length of 6 6
fee rate as reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_RATE The servicer's fee rate for a loan as 4 Max length of 6 6
reported by the Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_FEE_AMT The servicer's fee amount for a loan as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_PAY_AMT The new loan payment amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NEW_LOAN_RATE The new loan rate as reported by the Servicer. 4 Max length of 6 6
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ARM_INDEX_RATE The index the Servicer is using to calculate 4 Max length of 6 6
a forecasted rate.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_BEG_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the beginning of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_END_PRIN_BAL The borrower's actual principal balance at 2 No commas(,) or dollar signs 11
the end of the processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing cycle that MM/DD/YYYY 10
the borrower's next payment is due to the
Servicer, as reported by Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_1 The first curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_1 The curtailment date associated with the MM/DD/YYYY 10
first curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_1 The curtailment interest on the first 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_2 The second curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_2 The curtailment date associated with the MM/DD/YYYY 10
second curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_ AMT_2 The curtailment interest on the second 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_AMT_3 The third curtailment amount to be applied. 2 No commas(,) or dollar signs 11
($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SERV_CURT_DATE_3 The curtailment date associated with the MM/DD/YYYY 10
third curtailment amount.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
CURT_ADJ_AMT_3 The curtailment interest on the third 2 No commas(,) or dollar signs 11
curtailment amount, if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_AMT The loan "paid in full" amount as reported by 2 No commas(,) or dollar signs 11
the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PIF_DATE The paid in full date as reported by the MM/DD/YYYY 10
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
Action Code Key: 2
15=Bankruptcy,
30=Foreclosure, , 60=PIF,
63=Substitution,
65=Repurchase,70=REO
------------ ------------------------------ --------
ACTION_CODE The standard FNMA numeric code used to
indicate the default/delinquent status of a
particular loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
INT_ADJ_AMT The amount of the interest adjustment as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SOLDIER_SAILOR_ADJ_AMT The Soldier and Sailor Adjustment amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
NON_ADV_LOAN_AMT The Non Recoverable Loan Amount, if 2 No commas(,) or dollar signs 11
applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
LOAN_LOSS_AMT The amount the Servicer is passing as a loss, 2 No commas(,) or dollar signs 11
if applicable. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_BEG_PRIN_BAL The scheduled outstanding principal amount 2 No commas(,) or dollar signs 11
due at the beginning of the cycle date to be ($)
passed through to investors.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_END_PRIN_BAL The scheduled principal balance due to 2 No commas(,) or dollar signs 11
investors at the end of a processing cycle. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_PRIN_AMT The scheduled principal amount as reported by 2 No commas(,) or dollar signs 11
the Servicer for the current cycle -- only ($)
applicable for Scheduled/Scheduled Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
SCHED_NET_INT The scheduled gross interest amount less the 2 No commas(,) or dollar signs 11
service fee amount for the current cycle as
reported by the Servicer -- only applicable
for Scheduled/Scheduled Loans. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
ACTL_PRIN_AMT The actual principal amount collected by the 2 No commas(,) or dollar signs 11
Servicer for the current reporting cycle -- ($)
only applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
The actual gross interest amount less the
service fee amount for the current reporting No commas(,) or dollar signs
ACTL_NET_INT cycle as reported by the Servicer -- only 2 ($) 11
applicable for Actual/Actual Loans.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ AMT The penalty amount received when a borrower 2 No commas(,) or dollar signs 11
prepays on his loan as reported by the ($)
Servicer.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
PREPAY_PENALTY_ WAIVED The prepayment penalty amount for the loan 2 No commas(,) or dollar signs 11
waived by the servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_DATE The Effective Payment Date of the MM/DD/YYYY 10
Modification for the loan.
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
MOD_TYPE The Modification Type. Varchar - value can be alpha 30
or numeric
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
DELINQ_P&I_ADVANCE_AMT The current outstanding principal and 2 No commas(,) or dollar signs 11
interest advances made by Servicer. ($)
------------------------------ ----------------------------------------------- ------------ ------------------------------ --------
Exhibit D
EXHIBIT J
REPORTING DATA FOR DEFAULTED LOANS
Standard File Layout - Delinquency Reporting
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Column/Header Name Description Decimal Format Comment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the LOAN_NBR
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_NBR A unique identifier assigned to each loan by the
originator.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CLIENT_NBR Servicer Client Number
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of loans in
their system.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_FIRST_NAME First Name of the Borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORROWER_LAST_NAME Last name of the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ADDRESS Street Name and Number of Property
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_STATE The state where the property located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_ZIP Zip code where the property is located.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due MM/DD/YYYY
to the servicer at the end of processing cycle, as
reported by Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been MM/DD/YYYY
approved by the courts
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion
For Relief Was Granted.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected MM/DD/YYYY
to occur.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,)
sale. or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by MM/DD/YYYY
the Servicer.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
OCCUPANT_CODE Classification of how the property is occupied.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_CONDITION_CODE A code that indicates the condition of the
property.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
CURR_PROP_VAL The current "as is" value of the property based 2
on brokers price opinion or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
If applicable:
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
-------------------------------------- ---------------------------------------------------- -------------- ---------------
-------------------------------------- ---------------------------------------------------- -------------- ---------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,)
or dollar
signs ($)
-------------------------------------- ---------------------------------------------------- -------------- ---------------
Exhibit 2: Standard File Codes - Delinquency Reporting
The Loss Mit Type field should show the approved Loss Mitigation Code as follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer
NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry
standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of
each of the Loss Mitigation Types prior to sending the file.
The Occupant Code field should show the current status of the property code as follows:
o Mortgagor
o Tenant
o Unknown
o Vacant
The Property Condition field should show the last reported condition of the property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:
------------------------ ---------------------------------------------------------
Delinquency Code Delinquency Description
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
001 FNMA-Death of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
002 FNMA-Illness of principal mortgagor
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
003 FNMA-Illness of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
004 FNMA-Death of mortgagor's family member
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
005 FNMA-Marital difficulties
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
006 FNMA-Curtailment of income
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
007 FNMA-Excessive Obligation
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
008 FNMA-Abandonment of property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
009 FNMA-Distant employee transfer
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
011 FNMA-Property problem
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
012 FNMA-Inability to sell property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
013 FNMA-Inability to rent property
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
014 FNMA-Military Service
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
015 FNMA-Other
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
016 FNMA-Unemployment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
017 FNMA-Business failure
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
019 FNMA-Casualty loss
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
022 FNMA-Energy environment costs
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
023 FNMA-Servicing problems
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
026 FNMA-Payment adjustment
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
027 FNMA-Payment dispute
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
029 FNMA-Transfer of ownership pending
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
030 FNMA-Fraud
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
031 FNMA-Unable to contact borrower
------------------------ ---------------------------------------------------------
------------------------ ---------------------------------------------------------
INC FNMA-Incarceration
------------------------ ---------------------------------------------------------
Exhibit 2: Standard File Codes - Delinquency Reporting, Continued
The FNMA Delinquent Status Code field should show the Status of Default as follows:
------------------------ -------------------------------------------------------
Status Code Status Description
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
09 Forbearance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan Accepted
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
24 Government Seizure
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
26 Refinance
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
27 Assumption
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
28 Modification
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
29 Charge-Off
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
30 Third Party Sale
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
31 Probate
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
32 Military Indulgence
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
43 Foreclosure Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
44 Deed-in-Lieu Started
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
49 Assignment Completed
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
61 Second Lien Considerations
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
62 Veteran's Affairs-No Bid
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
63 Veteran's Affairs-Refund
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
64 Veteran's Affairs-Buydown
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
65 Chapter 7 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
66 Chapter 11 Bankruptcy
------------------------ -------------------------------------------------------
------------------------ -------------------------------------------------------
67 Chapter 13 Bankruptcy
------------------------ -------------------------------------------------------
Exhibit E
EXHIBIT K
REPORTING DATA FOR REALIZED LOSSES AND GAINS
Calculation of Realized Loss/Gain Form 332- Instruction Sheet
NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages
are due on the remittance report date. Late submissions may result in claims not being passed until the following month.
The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.
The numbers on the 332 form correspond with the numbers listed below.
Liquidation and Acquisition Expenses:
1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of
default through liquidation breaking out the net interest and servicing fees advanced is required.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent
payments had been made as agreed. For documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced is required.
3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly
basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
4-12. Complete as applicable. Required documentation:
* For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period
of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to
recover advances.
* For escrow advances - complete payment history
(to calculate advances from last positive escrow balance forward)
* Other expenses - copies of corporate advance history showing all payments
* REO repairs > $1500 require explanation
* REO repairs >$3000 require evidence of at least 2 bids.
* Short Sale or Charge Off require P&L supporting the decision and WFB's approved Officer Certificate
* Unusual or extraordinary items may require further documentation.
13. The total of lines 1 through 12.
Credits:
14-21. Complete as applicable. Required documentation:
* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney
Letter of Proceeds Breakdown.
* Copy of EOB for any MI or gov't guarantee
* All other credits need to be clearly defined on the 332 form
22. The total of lines 14 through 21.
Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental
proceeds.
Total Realized Loss (or Amount of Any Gain)
23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in
parenthesis ( ).
Calculation of Realized Loss/Gain Form 332
Prepared by: __________________ Date: _______________
Phone: ______________________ Email Address:_____________________
---------------------------------- -------------------------------------- --------------------------------------------
Servicer Loan No. Servicer Name Servicer Address
---------------------------------- -------------------------------------- --------------------------------------------
WELLS FARGO BANK, N.A. Loan No._____________________________
Borrower's Name: _________________________________________________________
Property Address: _________________________________________________________
Liquidation Type: REO Sale 3rd Party Sale Short Sale Charge Off
Was this loan granted a Bankruptcy deficiency or cramdown Yes No
If "Yes", provide deficiency or cramdown amount _______________________________
Liquidation and Acquisition Expenses:
(1) Actual Unpaid Principal Balance of Mortgage Loan $ ______________ (1)
(2) Interest accrued at Net Rate ________________(2)
(3) Accrued Servicing Fees ________________(3)
(4) Attorney's Fees ________________(4)
(5) Taxes (see page 2) ________________(5)
(6) Property Maintenance ________________(6)
(7) MI/Hazard Insurance Premiums (see page 2) ________________(7)
(8) Utility Expenses ________________(8)
(9) Appraisal/BPO ________________(9)
(10) Property Inspections ________________(10)
(11) FC Costs/Other Legal Expenses ________________(11)
(12) Other (itemize) ________________(12)
Cash for Keys__________________________ ________________(12)
HOA/Condo Fees_______________________ ________________(12)
______________________________________ ________________(12)
Total Expenses $ _______________(13)
Credits:
(14) Escrow Balance $ _______________(14)
(15) HIP Refund ________________ (15)
(16) Rental Receipts ________________ (16)
(17) Hazard Loss Proceeds ________________ (17)
(18) Primary Mortgage Insurance / Gov't Insurance ________________ (18a) HUD Part A
________________ (18b) HUD Part B
(19) Pool Insurance Proceeds ________________ (19)
(20) Proceeds from Sale of Acquired Property ________________ (20)
(21) Other (itemize) ________________ (21)
_________________________________________ ________________ (21)
Total Credits $________________(22)
Total Realized Loss (or Amount of Gain) $________________(23)
Exhibit F
Exhibit D
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by [the Servicer] [Name of Subservicer] shall address, at a minimum, the
criteria identified as below as "Applicable Servicing Criteria":
--------------------------------------------------------------------------------------------- -----------------------
Servicing Criteria Applicable Servicing
Criteria
--------------------------------------------------------------------------------------------- -----------------------
Reference Criteria
----------------------- --------------------------------------------------------------------- -----------------------
General Servicing Considerations
----------------------- -----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance X
or other triggers and events of default in accordance with the
transaction agreements.
----------------------- -----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third X
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
----------------------- -----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the mortgage loans are maintained.
----------------------- -----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the X
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
----------------------- -----------------------
Cash Collection and Administration
----------------------- -----------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate X
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to X
an investor are made only by authorized personnel.
----------------------- -----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows X
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
----------------------- -----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with X
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
----------------------- -----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured X
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
----------------------- -----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X
access.
----------------------- -----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all X
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
----------------------- -----------------------
Investor Remittances and Reporting
----------------------- -----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the X
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
----------------------- -----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance X
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
----------------------- -----------------------
Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other number of X
1122(d)(3)(iii) days specified in the transaction agreements.
----------------------- -----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank X
1122(d)(3)(iv) statements.
----------------------- -----------------------
----------------------- -----------------------
Pool Asset Administration
----------------------- -----------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required X
by the transaction agreements or related mortgage loan documents.
----------------------- -----------------------
Mortgage loan and related documents are safeguarded as required by X
1122(d)(4)(ii) the transaction agreements
----------------------- -----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are X
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in X
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
----------------------- -----------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the X
Servicer's records with respect to an obligor's unpaid principal
balance.
----------------------- -----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's X
mortgage loans (e.g., loan modifications or re-agings) are made,
reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.
----------------------- -----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
----------------------- -----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the X
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
----------------------- -----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans X
with variable rates are computed based on the related mortgage loan
documents.
----------------------- -----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow X
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance X
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
----------------------- -----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be X
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
----------------------- -----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction X
1122(d)(4)(xiii) agreements.
----------------------- -----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are X
recognized and recorded in accordance with the transaction
agreements.
----------------------- -----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------
EXHIBIT J
FORM OF MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE LOAN PURCHASE AGREEMENT
between
EMC MORTGAGE CORPORATION
as Mortgage Loan Seller
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
as Purchaser
Dated as of
April 28, 2006
Structured Asset Mortgage Investments II Inc.
Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through Certificates
TABLE OF CONTENTS
Page
SECTION 1. Definitions.........................................................................................2
SECTION 2. Purchase and Sale of the Mortgage Loans and Related Rights..........................................2
SECTION 3. Mortgage Loan Schedules.............................................................................4
SECTION 4. Mortgage Loan Transfer..............................................................................2
SECTION 5. Examination of Mortgage Files.......................................................................2
SECTION 6. Recordation of Assignments of Mortgage..............................................................7
SECTION 7. Representations and Warranties of Mortgage Loan Seller Concerning theMortgage Loans...........................................................................2
SECTION 8. Representations and Warranties Concerning the Mortgage Loan Seller.................................13
SECTION 9. Representations and Warranties Concerning the Purchaser............................................14
SECTION 10. Conditions to Closing...............................................................................15
SECTION 11. Fees and Expenses...................................................................................17
SECTION 12. Accountants' Letters................................................................................17
SECTION 13. Indemnification.....................................................................................18
SECTION 14. Notices.............................................................................................20
SECTION 15. Transfer of Mortgage Loans..........................................................................20
SECTION 16. Termination.........................................................................................21
SECTION 17. Representations, Warranties and Agreements to Survive Delivery......................................20
SECTION 18. Severability........................................................................................21
SECTION 19. Counterparts........................................................................................21
SECTION 20. Amendment............................................................................................2
SECTION 21. Governing Law........................................................................................2
SECTION 22. Further Assurances...................................................................................2
SECTION 23. Successors and Assigns...............................................................................2
SECTION 24. The Mortgage Loan Seller and the Purchaser..........................................................21
SECTION 25. Entire Agreement....................................................................................21
SECTION 26. No Partnership......................................................................................22
EXHIBIT 1 CONTENTS OF MORTGAGE FILE.................................................................E-2
EXHIBIT 2 MORTGAGE LOAN SCHEDULE INFORMATION......................................................E-2-1
EXHIBIT 3 MORTGAGE LOAN SELLER'S INFORMATION........................................................E-2
EXHIBIT 4 PURCHASER'S INFORMATION...................................................................E-2
EXHIBIT 5 SCHEDULE OF LOST NOTES....................................................................E-2
EXHIBIT 6 Standard & Poor's LEVELS® Glossary, Version 5.6b Revised,Appendix E............................................................................E-6-1
SCHEDULE A REQUIRED RATINGS FOR EACH CLASS OF CERTIFICATES...........................................A-1
SCHEDULE B MORTGAGE LOAN SCHEDULE....................................................................B-2
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE LOAN PURCHASE AGREEMENT, dated as of April 28, 2006, as amended and
supplemented by any and all amendments hereto (collectively, the "Agreement"), by and between EMC
MORTGAGE CORPORATION, a Delaware corporation (the "Mortgage Loan Seller"), and STRUCTURED ASSET MORTGAGE
INVESTMENT II INC., a Delaware corporation (the "Purchaser").
Upon the terms and subject to the conditions of this Agreement, the Mortgage Loan
Seller agrees to sell, and the Purchaser agrees to purchase, certain conventional, adjustable rate,
first lien mortgage loans secured primarily by one- to four-family residential properties (collectively,
the "Mortgage Loans") as described herein. The Purchaser intends to deposit the Mortgage Loans into a
trust fund (the "Trust Fund") and create Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates,
Series 2006-3 (the "Certificates"), under a pooling and servicing agreement, to be dated as of April 1,2006 (the "Pooling and Servicing Agreement"), among the Purchaser, as seller, Wells Fargo Bank, National
Association, as master servicer and securities administrator, U.S. Bank National Association, as trustee
(the "Trustee") and EMC Mortgage Corporation.
The Purchaser has filed with the Securities and Exchange Commission (the "Commission")
a registration statement on Form S-3 (Number 333-132232) relating to its Mortgage Pass-Through
Certificates and the offering of certain series thereof (including certain classes of the Certificates)
from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder (the "Securities Act"). Such registration
statement, when it became effective under the Securities Act, and the prospectus relating to the public
offering of certain classes of the Certificates by the Purchaser (the "Public Offering"), as from time
to time each is amended or supplemented pursuant to the Securities Act or otherwise, are referred to
herein as the "Registration Statement" and the "Prospectus," respectively. The "Prospectus Supplement"
shall mean that supplement, dated April 27, 2006, to the Prospectus, dated March 28, 2006, relating to
certain classes of the Certificates. With respect to the Public Offering of certain classes of the
Certificates, the Purchaser and Bear, Stearns & Co. Inc. ("Bear Stearns") have entered into a terms
agreement dated as of April 27, 2006, to an underwriting agreement dated March 10, 2006, between the
Purchaser and Bear Stearns (collectively, the "Underwriting Agreement").
Now, therefore, in consideration of the premises and the mutual agreements set forth
herein, the parties hereto agree as follows:
SECTION 1. Definitions. Certain terms are defined herein. Capitalized terms used herein but
not defined herein shall have the meanings specified in the Pooling and Servicing Agreement. The
following other terms are defined as follows:
Acquisition Price: Cash in an amount agreed upon by the Mortgage Loan Seller and the
Purchaser.(1)
---------------
(1) Please contact Bear, Stearns & Co. Inc. for Acquisition Price.
Bear Stearns: Bear, Stearns & Co. Inc.
Closing Date:April 28, 2006.
Cut-off Date:April 1, 2006.
Cut-off Date Balance: Approximately $2,937,894,589.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a Substitute
Mortgage Loan.
Due Date: With respect to each Mortgage Loan, the date in each month on which its
Scheduled Payment is due, if such due date is the first day of a month, and otherwise is deemed to be
the first day of the following month or such other date specified in the related Servicing Agreement.
Master Servicer: Wells Fargo Bank, National Association.
Moody's: Moody's Investors Service, Inc., or its successors in interest.
Mortgage: The mortgage or deed of trust creating a first lien on an interest in real
property securing a Mortgage Note.
Mortgage File: The items referred to in Exhibit 1 pertaining to a particular Mortgage
Loan and any additional documents required to be added to such documents pursuant to this Agreement or
the Pooling and Servicing Agreement.
Mortgage Interest Rate: The annual rate of interest borne by a Mortgage Note as stated
therein.
Mortgagor: The obligor(s) on a Mortgage Note.
Opinion of Counsel: A written opinion of counsel, who may be counsel for the Mortgage
Loan Seller or the Purchaser, reasonably acceptable to the Trustee.
Person: Any legal person, including any individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
Purchase Price: With respect to any Mortgage Loan (or any property acquired with
respect thereto) required to be purchased by the Mortgage Loan Seller pursuant to this Agreement or
Article II of the Pooling and Servicing Agreement, an amount equal to the sum of (i)(a) 100% of the
Outstanding Principal Balance of such Mortgage Loan as of the date of repurchase (or if the related
Mortgaged Property was acquired with respect thereto, 100% of the Outstanding Principal Balance at the
date of the acquisition), plus (b) accrued but unpaid interest on the Outstanding Principal Balance at
the related Mortgage Interest Rate, through and including the last day of the month of repurchase, and
reduced by (c) any portion of the Master Servicing Compensation, Monthly Advances and advances payable
to the purchaser of the Mortgage Loan and (ii) any costs and damages (if any) incurred by the Trust in
connection with any violation of such Mortgage Loan of any anti-predatory or abusive lending laws.
Rating Agencies: Standard & Poor's and Moody's, each a "Rating Agency."Securities Act: The Securities Act of 1933, as amended.
Security Instrument: A written instrument creating a valid first lien on a Mortgaged
Property securing a Mortgage Note, which may be any applicable form of mortgage, deed of trust, deed to
secure debt or security deed, including any riders or addenda thereto.
Standard & Poor's: Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. or its successors in interest.
Substitute Mortgage Loan: A mortgage loan substituted for a Deleted Mortgage Loan
which must meet on the date of such substitution the requirements stated herein and in the Pooling and
Servicing Agreement; upon such substitution, such mortgage loan shall be a "Mortgage Loan" hereunder.
Value: The value of the Mortgaged Property at the time of origination of the related
Mortgage Loan, such value being the lesser of (i) the value of such property set forth in an appraisal
accepted by the applicable originator of the Mortgage Loan or (ii) the sales price of such property at
the time of origination.
SECTION 2. Purchase and Sale of the Mortgage Loans and Related Rights.
(i) Upon satisfaction of the conditions set forth in Section 10 hereof, the
Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase Mortgage Loans having an
aggregate outstanding principal balance as of the Cut-off Date equal to the Cut-off Date Balance.
(ii) The closing for the purchase and sale of the Mortgage Loans and the closing
for the issuance of the Certificates will take place on the Closing Date at the office of the
Purchaser's counsel in New York, New York or such other place as the parties shall agree.
(iii) Upon the satisfaction of the conditions set forth in Section 10 hereof, on the
Closing Date, the Purchaser shall pay to the Mortgage Loan Seller the Acquisition Price for the Mortgage
Loans in immediately available funds by wire transfer to such account or accounts as shall be designated
by the Mortgage Loan Seller.
(iv) In addition to the foregoing, on the Closing Date the Mortgage Loan Seller
assigns to the Purchaser all of its right, title and interest in the Servicing Agreements (other than
its right to enforce the representations and warranties set forth therein).
SECTION 3. Mortgage Loan Schedules. The Mortgage Loan Seller agrees to provide to the
Purchaser as of the date hereof a preliminary listing of the Mortgage Loans (the "Preliminary Mortgage
Loan Schedule") setting forth the information listed on Exhibit 2 to this Agreement with respect to each
of the Mortgage Loans being sold by the Mortgage Loan Seller. If there are changes to the Preliminary
Mortgage Loan Schedule, the Mortgage Loan Seller shall provide to the Purchaser as of the Closing Date a
final schedule (the "Final Mortgage Loan Schedule") setting forth the information listed on Exhibit 2 to
this Agreement with respect to each of the Mortgage Loans being sold by the Mortgage Loan Seller to the
Purchaser. The Final Mortgage Loan Schedule shall be delivered to the Purchaser on the Closing Date,
shall be attached to an amendment to this Agreement to be executed on the Closing Date by the parties
hereto and shall be in form and substance mutually agreed to by the Mortgage Loan Seller and the
Purchaser (the "Amendment"). If there are no changes to the Preliminary Mortgage Loan Schedule, the
Preliminary Mortgage Loan Schedule shall be the Final Mortgage Loan Schedule for all purposes hereof.
SECTION 4. Mortgage Loan Transfer.
(i) The Purchaser will be entitled to all scheduled payments of principal and
interest on the Mortgage Loans due after the Cut-off Date (regardless of when actually collected) and
all payments thereon, other than scheduled principal and interest, received after the Cut-off Date. The
Mortgage Loan Seller will be entitled to all scheduled payments of principal and interest on the
Mortgage Loans due on or before the Cut-off Date (including payments collected after the Cut-off Date)
and all payments thereon, other than scheduled principal and interest, received on or before the Cut-off
Date. Such principal amounts and any interest thereon belonging to the Mortgage Loan Seller as described
above will not be included in the aggregate outstanding principal balance of the Mortgage Loans as of
the Cut-off Date as set forth on the Final Mortgage Loan Schedule.
(ii) Pursuant to various conveyance documents to be executed on the Closing Date
and pursuant to the Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all
of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the
Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Mortgage
Loan Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date or
such later date as is agreed to by the Purchaser and the Mortgage Loan Seller (each of the Closing Date
and such later date is referred to as a "Mortgage File Delivery Date"), the items of each Mortgage File,
provided, however, that in lieu of the foregoing, the Mortgage Loan Seller may deliver the following
documents, under the circumstances set forth below: (x) in lieu of the original Security Instrument,
assignments to the Trustee or intervening assignments thereof which have been delivered, are being
delivered or will, upon receipt of recording information relating to the Security Instrument required to
be included thereon, be delivered to recording offices for recording and have not been returned to the
Mortgage Loan Seller in time to permit their delivery as specified above, the Mortgage Loan Seller may
deliver a true copy thereof with a certification by the Mortgage Loan Seller, on the face of such copy,
substantially as follows: "Certified to be a true and correct copy of the original, which has been
transmitted for recording" (y) in lieu of the Security Instrument, assignments to the Trustee or
intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents
(as evidenced by a certification from the Mortgage Loan Seller to such effect) the Mortgage Loan Seller
may deliver photocopies of such documents containing an original certification by the judicial or other
governmental authority of the jurisdiction where such documents were recorded; and (z) in lieu of the
Mortgage Notes relating to the Mortgage Loans, each identified in the list delivered by the Purchaser to
the Trustee on the Closing Date and attached hereto as Exhibit 5, the Mortgage Loan Seller may deliver
lost note affidavits and indemnities of the Mortgage Loan Seller; and provided further, however, that in
the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the
Closing Date, the Mortgage Loan Seller, in lieu of delivering the above documents, may deliver to the
Trustee a certification by the Mortgage Loan Seller or the Master Servicer to such effect. The Mortgage
Loan Seller shall deliver such original documents (including any original documents as to which
certified copies had previously been delivered) or such certified copies to the Trustee promptly after
they are received. The Mortgage Loan Seller shall cause the Mortgage and intervening assignments, if
any, and the assignment of the Security Instrument to be recorded not later than 180 days after the
Closing Date, unless such assignment is not required to be recorded under the terms set forth in Section
6(i) hereof.
(iii) The Mortgage Loan Seller and the Purchaser acknowledge hereunder that all of
the Mortgage Loans and the related servicing will ultimately be assigned to U.S. Bank National
Association, as Trustee for the benefit of the Certificateholders, on the date hereof.
SECTION 5. Examination of Mortgage Files.
(i) On or before the Mortgage File Delivery Date, the Mortgage Loan Seller
will have made the Mortgage Files available to the Purchaser or its agent for examination which may be
at the offices of the Trustee or the Mortgage Loan Seller and/or the Mortgage Loan Seller's custodian.
The fact that the Purchaser or its agent has conducted or has failed to conduct any partial or complete
examination of the Mortgage Files shall not affect the Purchaser's rights to demand cure, repurchase,
substitution or other relief as provided in this Agreement. In furtherance of the foregoing, the
Mortgage Loan Seller shall make the Mortgage Files available to the Purchaser or its agent from time to
time so as to permit the Purchaser to confirm the Mortgage Loan Seller's compliance with the delivery
and recordation requirements of this Agreement and the Pooling and Servicing Agreement. In addition,
upon request of the Purchaser, the Mortgage Loan Seller agrees to provide to the Purchaser, Bear Stearns
and to any investors or prospective investors in the Certificates information regarding the Mortgage
Loans and their servicing, to make the Mortgage Files available to the Purchaser, Bear Stearns and to
such investors or prospective investors (which may be at the offices of the Mortgage Loan Seller and/or
the Mortgage Loan Seller's custodian) and to make available personnel knowledgeable about the Mortgage
Loans for discussions with the Purchaser, Bear Stearns and such investors or prospective investors, upon
reasonable request during regular business hours, sufficient to permit the Purchaser, Bear Stearns and
such investors or potential investors to conduct such due diligence as any such party reasonably
believes is appropriate.
(ii) Pursuant to the Pooling and Servicing Agreement, on the Closing Date the
Trustee, for the benefit of the Certificateholders, will review or cause the Custodian to review items
of the Mortgage Files as set forth on Exhibit 1 and will deliver or cause the Custodian to deliver to
the Mortgage Loan Seller an initial certification in the form attached as Exhibit One to the Custodial
Agreement.
(iii) Pursuant to the Pooling and Servicing Agreement, within 90 days of the
Closing Date, the Trustee will review or shall cause the Custodian to review items of the Mortgage Files
as set forth on Exhibit 1 and will deliver to the Mortgage Loan Seller and the Master Servicer an
interim certification substantially in the form of Exhibit Two to the Custodial Agreement.
(iv) Pursuant to the Pooling and Servicing Agreement, within 180 days of the
Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the
receipt by the Trustee or Custodian thereof) the Trustee will review or cause the Custodian to review
items of the Mortgage Files as set forth on Exhibit 1 and will deliver to the Mortgage Loan Seller and
the Master Servicer a final certification substantially in the form of Exhibit Three to the Custodial
Agreement. If the Trustee (or the Custodian as its agent) is unable to deliver a final certification
with respect to the items listed in Exhibit 1 due to any document that is missing, has not been
executed, is unrelated, determined on the basis of the Mortgagor name, original principal balance and
loan number, to the Mortgage Loans identified in the Final Mortgage Loan Schedule or appears to be
defective on its face (a "Material Defect"), the Trustee or the Custodian, as its agent, shall promptly
notify the Mortgage Loan Seller of such Material Defect. The Mortgage Loan Seller shall correct or cure
any such Material Defect within 90 days from the date of notice from the Trustee or the Custodian, as
its agent, of the Material Defect and if the Mortgage Loan Seller does not correct or cure such Material
Defect within such period and such defect materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the Mortgage Loan Seller will, in accordance with the
terms of the Pooling and Servicing Agreement, within 90 days of the date of notice, provide the Trustee
with a Substitute Mortgage Loan (if within two years of the Closing Date) or purchase the related
Mortgage Loan at the applicable Purchase Price; provided that, if such defect would cause the Mortgage
Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure, repurchase or substitution must occur within 90 days from the date such breach was discovered;
provided, however, that if such defect relates solely to the inability of the Mortgage Loan Seller to
deliver the original security instrument or intervening assignments thereof, or a certified copy because
the originals of such documents, or a certified copy, have not been returned by the applicable
jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan if the
Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no
event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in
the event that the Mortgage Loan Seller cannot deliver such original or copy of any document submitted
for recording to the appropriate recording office in the applicable jurisdiction because such document
has not been returned by such office; provided that the Mortgage Loan Seller shall instead deliver a
recording receipt of such recording office or, if such receipt is not available, a certificate of
Mortgage Loan Seller or a Servicing Officer confirming that such documents have been accepted for
recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Mortgage
Loan Seller within thirty days of its receipt of the original recorded document.
(v) At the time of any substitution, the Mortgage Loan Seller shall deliver or
cause to be delivered the Substitute Mortgage Loan, the related Mortgage File and any other documents
and payments required to be delivered in connection with a substitution pursuant to the Pooling and
Servicing Agreement. At the time of any purchase or substitution, the Trustee shall (i) assign to the
Mortgage Loan Seller and release or cause the Custodian to release the documents (including, but not
limited to, the Mortgage, Mortgage Note and other contents of the Mortgage File) in its possession or in
the possession of the Custodian relating to the Deleted Mortgage Loan and (ii) execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in
the Mortgage Loan Seller title to such Deleted Mortgage Loan.
SECTION 6. Recordation of Assignments of Mortgage.
(i) The Mortgage Loan Seller shall, promptly after the Closing Date, cause each
Mortgage and each assignment of Mortgage from the Mortgage Loan Seller to the Trustee, and all
unrecorded intervening assignments, if any, delivered on or prior to the Closing Date, to be recorded in
all recording offices in the jurisdictions where the related Mortgaged Properties are located; provided,
however, the Mortgage Loan Seller need not cause to be recorded any assignment which relates to a
Mortgage Loan if (a) such recordation is not required by the Rating Agencies or an Opinion of Counsel
has been provided to the Trustee which states that the recordation of such assignment is not necessary
to protect the Trustee's interest in the related Mortgage Loan or (b) MERS is identified on the Mortgage
or a properly recorded assignment of the Mortgage, as the Mortgagee of record solely as nominee for the
Mortgage Loan Seller and its successors and assigns; provided, however, notwithstanding the delivery of
any Opinion of Counsel, each assignment of Mortgage shall be submitted for recording by the Mortgage
Loan Seller in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest
to occur of (i) reasonable direction by the Holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than 25% of the Trust, (ii) the occurrence of an Event of Default, (iii)
the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgage Loan Seller and (iv)
the occurrence of a servicing transfer as described in Section 8.02 of the Pooling and Servicing
Agreement.
While each such Mortgage or assignment is being recorded, if necessary, the Mortgage
Loan Seller shall leave or cause to be left with the Trustee a certified copy of such Mortgage or
assignment. In the event that, within 180 days of the Closing Date, the Trustee has not been provided an
Opinion of Counsel as described above or received evidence of recording with respect to each Mortgage
Loan delivered to the Purchaser pursuant to the terms hereof or as set forth above, the failure to
provide evidence of recording or such Opinion of Counsel (in the alternative, if required) shall be
considered a Material Defect, and the provisions of Section 5(iii) and (iv) shall apply. All customary
recording fees and reasonable expenses relating to the recordation of the assignments of mortgage to the
Trustee or the Opinion of Counsel, as the case may be, shall be borne by the Mortgage Loan Seller.
(ii) It is the express intent of the parties hereto that the conveyance of the
Mortgage Loans by the Mortgage Loan Seller to the Purchaser, as contemplated by this Agreement be, and
be treated as, a sale. It is, further, not the intention of the parties that such conveyance be deemed a
pledge of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser to secure a debt or other
obligation of the Mortgage Loan Seller. However, in the event that, notwithstanding the intent of the
parties, the Mortgage Loans are held by a court of competent jurisdiction to continue to be property of
the Mortgage Loan Seller, then (a) this Agreement shall also be deemed to be a security agreement within
the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of the
Mortgage Loans provided for herein shall be deemed to be a grant by the Mortgage Loan Seller to the
Purchaser of a security interest in all of the Mortgage Loan Seller's right, title and interest in and
to the Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in accordance with
the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, to the extent the Purchaser would otherwise be entitled
to own such Mortgage Loans and proceeds pursuant to Section 4 hereof, including all amounts, other than
investment earnings, from time to time held or invested in any accounts created pursuant to the Pooling
and Servicing Agreement, whether in the form of cash, instruments, securities or other property; (c) the
possession by the Purchaser or the Trustee of Mortgage Notes and such other items of property as
constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession
by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 (or
comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons
holding such property, and acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of
perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser
pursuant to any provision hereof or pursuant to the Pooling and Servicing Agreement shall also be deemed
to be an assignment of any security interest created hereby. The Mortgage Loan Seller and the Purchaser
shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to
ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such
security interest would be deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.
SECTION 7. Representations and Warranties of Mortgage Loan Seller Concerning the Mortgage
Loans. The Mortgage Loan Seller hereby represents and warrants to the Purchaser as of the Closing Date
or such other date as may be specified below with respect to each Mortgage Loan being sold by it:
(i) the information set forth in the Mortgage Loan Schedule hereto is true and
correct in all material respects and the information provided to the Rating Agencies, including the
Mortgage Loan level detail, is true and correct according to the Rating Agency requirements;
(ii) immediately prior to the transfer to the Purchaser, the Mortgage Loan Seller
was the sole owner of beneficial title and holder of each Mortgage and Mortgage Note relating to the
Mortgage Loans and is conveying the same free and clear of any and all liens, claims, encumbrances,
participation interests, equities, pledges, charges or security interests of any nature and the Mortgage
Loan Seller has full right and authority to sell or assign the same pursuant to this Agreement;
(iii) each Mortgage Loan at the time it was made complied in all material respects
with all applicable laws and regulations, including, without limitation, usury, equal credit
opportunity, disclosure and recording laws and all applicable anti-predatory, abusive and fair lending
laws; and each Mortgage Loan has been serviced in all material respects in accordance with all
applicable laws and regulations, including, without limitation, usury, equal credit opportunity,
disclosure and recording laws and all applicable predatory lending laws and the terms of the related
Mortgage Note, the Mortgage and other loan documents;
(iv) there is no monetary default existing under any Mortgage or the related
Mortgage Note and there is no material event which, with the passage of time or with notice and the
expiration of any grace or cure period, would constitute a default, breach or event of acceleration; and
neither the Mortgage Loan Seller, any of its affiliates nor any servicer of any related Mortgage Loan
has taken any action to waive any default, breach or event of acceleration; and no foreclosure action is
threatened or has been commenced with respect to the Mortgage Loan;
(v) the terms of the Mortgage Note and the Mortgage have not been impaired,
waived, altered or modified in any respect, except by written instruments, (i) if required by law in the
jurisdiction where the Mortgaged Property is located, or (ii) to protect the interests of the Trustee on
behalf of the Certificateholders;
(vi) no selection procedure reasonably believed by the Mortgage Loan Seller to be
adverse to the interests of the Certificateholders was utilized in selecting the Mortgage Loans;
(vii) each Mortgage is a valid and enforceable first lien on the property securing
the related Mortgage Note and each Mortgaged Property is owned by the Mortgagor in fee simple (except
with respect to common areas in the case of condominiums, PUDs and de minimis PUDs) or by leasehold for
a term longer than the term of the related Mortgage, subject only to (i) the lien of current real
property taxes and assessments, (ii) covenants, conditions and restrictions, rights of way, easements
and other matters of public record as of the date of recording of such Mortgage, such exceptions being
acceptable to mortgage lending institutions generally or specifically reflected in the appraisal
obtained in connection with the origination of the related Mortgage Loan or referred to in the lender's
title insurance policy delivered to the originator of the related Mortgage Loan and (iii) other matters
to which like properties are commonly subject which do not materially interfere with the benefits of the
security intended to be provided by such Mortgage;
(viii) there is no mechanics' lien or claim for work, labor or material affecting the
premises subject to any Mortgage which is or may be a lien prior to, or equal with, the lien of such
Mortgage except those which are insured against by the title insurance policy referred to in (xiii)
below;
(ix) there was no delinquent tax or assessment lien against the property subject to
any Mortgage, except where such lien was being contested in good faith and a stay had been granted
against levying on the property;
(x) there is no valid offset, defense or counterclaim to any Mortgage Note or
Mortgage, including the obligation of the Mortgagor to pay the unpaid principal and interest on such
Mortgage Note;
(xi) the physical property subject to any Mortgage is free of material damage and
is in good repair and there is no proceeding pending or threatened for the total or partial condemnation
of any Mortgaged Property;
(xii) the Mortgaged Property and all improvements thereon comply with all
requirements of any applicable zoning and subdivision laws and ordinances;
(xiii) a lender's title insurance policy (on an ALTA or CLTA form) or binder, or
other assurance of title customary in the relevant jurisdiction therefor in a form acceptable to Fannie
Mae or Freddie Mac, was issued on the date that each Mortgage Loan was created by a title insurance
company which, to the best of the Mortgage Loan Seller's knowledge, was qualified to do business in the
jurisdiction where the related Mortgaged Property is located, insuring the Mortgage Loan Seller and its
successors and assigns that the Mortgage is a first priority lien on the related Mortgaged Property in
the original principal amount of the Mortgage Loan. The Mortgage Loan Seller is the sole insured under
such lender's title insurance policy, and such policy, binder or assurance is valid and remains in full
force and effect, and each such policy, binder or assurance shall contain all applicable endorsements
including a negative amortization endorsement, if applicable;
(xiv) at the time of origination, each Mortgaged Property was the subject of an
appraisal which conformed to the underwriting requirements of the originator of the Mortgage Loan and
the appraisal is in a form acceptable to Fannie Mae or Freddie Mac;
(xv) the improvements on each Mortgaged Property securing a Mortgage Loan are
insured (by an insurer which is acceptable to the Mortgage Loan Seller) against loss by fire and such
hazards as are covered under a standard extended coverage endorsement in the locale in which the
Mortgaged Property is located, in an amount which is not less than the lesser of the maximum insurable
value of the improvements securing such Mortgage Loan or the outstanding principal balance of the
Mortgage Loan, but in no event in an amount less than an amount that is required to prevent the
Mortgagor from being deemed to be a co-insurer thereunder; if the improvement on the Mortgaged Property
is a condominium unit, it is included under the coverage afforded by a blanket policy for the
condominium project; if upon origination of the related Mortgage Loan, the improvements on the Mortgaged
Property were in an area identified as a federally designated flood area, a flood insurance policy is in
effect in an amount representing coverage not less than the least of (i) the outstanding principal
balance of the Mortgage Loan, (ii) the restorable cost of improvements located on such Mortgaged
Property or (iii) the maximum coverage available under federal law; and each Mortgage obligates the
Mortgagor thereunder to maintain the insurance referred to above at the Mortgagor's cost and expense;
(xvi) each Mortgage Loan constitutes a "qualified mortgage" under Section
860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and
(9) without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury
Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated
as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A)
of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9);
(xvii) each Mortgage Loan was originated (a) by a savings and loan association,
savings bank, commercial bank, credit union, insurance company or similar institution that is supervised
and examined by a federal or state authority, (b) by a mortgagee approved by the Secretary of HUD
pursuant to Sections 203 and 211 of the National Housing Act, as amended, or (c) by a mortgage broker or
correspondent lender in a manner such that the related Mortgage Loan would be regarded for purposes of
Section 3(a)(41) of the Securities Exchange Act of 1934, as amended, as having been originated by an
entity described in clauses (a) or (b) above;
(xviii) none of the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR
Part 226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing TILA, which implements
the Home Ownership and Equity Protection Act of 1994, as amended or (b) "high cost home,""covered"
(excluding home loans defined as "covered home loans" in the New Jersey Home Ownership Security Act of
2002 that were originated between November 26, 2003 and July 7, 2004), "high risk home" or "predatory"
loans under any applicable state, federal or local law (or a similarly classified loan using different
terminology under a law imposing heightened regulatory scrutiny or additional legal liability for
residential mortgage loans having high interest rates, points and/or fees);
(xix) no Mortgage Loan (a) is a "high cost loan" or "covered loan" as applicable (as
such terms are defined in the then current Standard & Poor's LEVELS® Glossary, which is now Version
5.6d, Appendix E, attached hereto as Exhibit 6 or (b) was originated on or after October 1, 2002 through
March 6, 2003 and is governed by the Georgia Fair Lending Act;
(xx) the information set forth in Schedule A of the Prospectus Supplement with
respect to the Mortgage Loans is true and correct in all material respects;
(xxi) with respect to each Mortgage Loan in Sub-Loan Group II-1A, Sub-Loan Group
II-2A, Sub-Loan Group III-1A and Sub-Loan Group III-3A, no Mortgagor obtained a prepaid single-premium
credit-life, credit disability, credit unemployment or credit property insurance policy in connection
with the origination of such Mortgage Loan;
(xxii) with respect to each Mortgage Loan in Sub-Loan Group II-1A, Sub-Loan Group
II-2A, Sub-Loan Group III-1A and Sub-Loan Group III-3A, information regarding the Mortgagor credit files
related to such Mortgage Loan has been furnished to credit reporting agencies in compliance with the
provisions of the Fair Credit Reporting Act and the applicable implementing regulations;
(xxiii) each Mortgage Loan was originated in accordance with the underwriting
guidelines of the related originator;
(xxiv) each original Mortgage has been recorded or is in the process of being
recorded in accordance with the requirements of Section 2.01 of the Pooling and Servicing Agreement in
the appropriate jurisdictions wherein such recordation is required to perfect the lien thereof for the
benefit of the Trust Fund;
(xxv) the related Mortgage File contains each of the documents and instruments
listed in Section 2.01 of the Pooling and Servicing Agreement, subject to any exceptions, substitutions
and qualifications as are set forth in such Section;
(xxvi) the Mortgage Loans are currently being serviced in accordance with accepted
servicing practices;
(xxvii) with respect to each Mortgage Loan that has a prepayment penalty feature, each
such prepayment penalty is enforceable and will be enforced by the Mortgage Loan Seller and each
prepayment penalty is permitted pursuant to federal, state and local law, provided that (i) no Mortgage
Loan will impose a prepayment penalty for a term in excess of five years from the date such Mortgage
Loan was originated and (ii) such prepayment penalty is at least equal to the lesser of (A) the maximum
amount permitted under applicable law and (B) six months interest at the related Mortgage Interest Rate
on the amount prepaid in excess of 20% of the original principal balance of such Mortgage Loan;
(xxviii) with respect to each Mortgage Loan in Sub-Loan Group II-1A, Sub-Loan Group
II-2A, Sub-Loan Group III-1A and Sub-Loan Group III-3A that contains a provision permitting imposition
of a penalty upon a prepayment prior to maturity: (a) the Mortgage Loan provides some benefit to the
Mortgagor (e.g. a rate or fee reduction) in exchange for accepting such prepayment penalty; (b) the
Mortgage Loan's originator had a policy of offering the borrower, or requiring any third-party brokers
to offer the Mortgagor, the option of obtaining a Mortgage Loan that did not require payment of such a
penalty; (c) the prepayment penalty was adequately disclosed to the Mortgagor pursuant to applicable
state and federal law; and (d) no subprime loan originated on or after October 1, 2002 will provide for
prepayment penalties for a term in excess of three years and any loans originated prior to such date,
and any non-subprime loans, will not provide for prepayment penalties for a term in excess of five
years; in each case unless the loan was modified to reduce the prepayment period to no more than three
years from the date of the note and the Mortgagor was notified in writing of such reduction in
prepayment period. Notwithstanding the above, the Servicer shall not collect any prepayment penalty in
any instance when (a) the mortgage debt is accelerated through foreclosure sale or other payment as the
result of the Mortgagor's default under the terms of the Security Instrument, or (b) the proceeds
received from the payoff of the Mortgage are from the sale of the related Mortgaged Property and the
prepayment period is longer than five years;
(xxix) with respect to each Mortgage Loan in Sub-Loan Group II-1A, Sub-Loan Group
II-2A, Sub-Loan Group III-1A and Sub-Loan Group III-3A and originated on or after August 1, 2004,
neither the related Mortgage nor the related Mortgage Note requires the Mortgagor to submit to
arbitration to resolve any dispute arising out of or relating in any way to the origination of such
Mortgage Loan transaction;
(xxx) the methodology used in underwriting the extension of credit for each Mortgage
Loan in Sub-Loan Group II-1A, Sub-Loan Group II-2A, Sub-Loan Group III-1A and Sub-Loan Group III-3A in
the trust did not rely on the extent of the Mortgagor's equity in the collateral as the principal
determining factor in approving such extension of credit. The methodology employed objective criteria
that related such facts as, without limitation, the Mortgagor's credit history, income, assets or
liabilities, to the proposed mortgage payment and, based on such methodology, the Mortgage Loan's
originator made a reasonable determination that at the time of origination the Mortgagor had the ability
to make timely payments on the Mortgage Loan;
(xxxi) with respect to each Mortgage Loan in Sub-Loan Group II-1A, Sub-Loan Group
II-2A, Sub-Loan Group III-1A and Sub-Loan Group III-3A, the Mortgagor was not encouraged or required to
select a Mortgage Loan product offered by the Mortgage Loan's originator which is a higher cost product
designed for less creditworthy Mortgagors, taking into account such facts as, without limitation, the
Mortgage Loan's requirements and the Mortgagor's credit history, income, assets and liabilities
(xxxii) with respect to each Mortgage Loan in Sub-Loan Group II-1A, Sub-Loan Group
II-2A, Sub-Loan Group III-1A and Sub-Loan Group III-3A, there is no Mortgage Loan that was originated on
or after October 1, 2002 and before March 7, 2003, which is secured by property located in the State of
Georgia. There is no Mortgage Loan that was originated on or after March 7, 2003, which is a "high cost
home loan" as defined under the Georgia Fair Lending Act;
(xxxiii) no Mortgagor under a Mortgage Loan in Sub-Loan Group II-1A, Sub-Loan Group
II-2A, Sub-Loan Group III-1A and Sub-Loan Group III-3A was charged "points and fees" in an amount
greater than (a) $1,000 or (b) 5% of the principal amount of such Mortgage Loan, whichever is greater.
For purposes of this representation, "points and fees" (x) include origination, underwriting, broker and
finder's fees and charges that the lender imposed as a condition of making the Mortgage Loan, whether
they are paid to the lender or a third party; and (y) exclude bona fide discount points, fees paid for
actual services rendered in connection with the origination of the mortgage (such as attorneys' fees,
notaries fees and fees paid for property appraisals, credit reports, surveys, title examinations and
extracts, flood and tax certifications, and home inspections); the cost of mortgage insurance or
credit-risk price adjustments; the costs of title, hazard, and flood insurance policies; state and local
transfer taxes or fees; escrow deposits for the future payment of taxes and insurance premiums; and
other miscellaneous fees and charges that, in total, do not exceed 0.25 percent of the loan amount;
(xxxiv) the original principal balance of each Mortgage Loan in Sub-Loan Group
II-1A, Sub-Loan Group II-2A, Sub-Loan Group III-1A and Sub-Loan Group III-3A is within Freddie Mac's
dollar amount limits for conforming one- to four-family Mortgage Loans in existence as of the Closing
Date;
(xxxv) with respect to each Mortgage Loan in Sub-Loan Group II-1A, Sub-Loan Group
II-2A, Sub-Loan Group III-1A and Sub-Loan Group III-3A, no Mortgage Loan was originated in connection
with a manufactured housing unit; and
(xxxvi) with respect to each Mortgage Loan in Sub-Loan Group II-1A, Sub-Loan Group
II-2A, Sub-Loan Group III-1A and Sub-Loan Group III-3A, no Mortgage Loan is seasoned more than 12 months.
It is understood and agreed that the representations and warranties set forth in this
Section 7 will inure to the benefit of the Purchaser, its successors and assigns, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or assignment of Mortgage or the examination
of any Mortgage File. Upon any substitution for a Mortgage Loan, the representations and warranties set
forth above shall be deemed to be made by the Mortgage Loan Seller as to any Substitute Mortgage Loan as
of the date of substitution.
Upon discovery or receipt of notice by the Mortgage Loan Seller, the Purchaser or the
Trustee of a breach of any representation or warranty of the Mortgage Loan Seller set forth in this
Section 7 which materially and adversely affects the value of the interests of the Purchaser, the
Certificateholders or the Trustee in any of the Mortgage Loans delivered to the Purchaser pursuant to
this Agreement, the party discovering or receiving notice of such breach shall give prompt written
notice to the others. In the case of any such breach of a representation or warranty set forth in this
Section 7, within 90 days from the date of discovery by the Mortgage Loan Seller, or the date the
Mortgage Loan Seller is notified by the party discovering or receiving notice of such breach (whichever
occurs earlier), the Mortgage Loan Seller will (i) cure such breach in all material respects, (ii)
purchase the affected Mortgage Loan at the applicable Purchase Price or (iii) if within two years of the
Closing Date, substitute a qualifying Substitute Mortgage Loan in exchange for such Mortgage Loan;
provided that, (A) in the case of a breach of the representation and warranty concerning the Mortgage
Loan Schedule contained in clause (i) of this Section 7, if such breach is material and relates to any
field on the Mortgage Loan Schedule which identifies any Prepayment Charge or (B) in the case of a
breach of the representation contained in clause (xxvii) of this Section 7, then, in each case, in lieu
of purchasing such Mortgage Loan from the Trust Fund at the Purchase Price, the Sponsor shall pay the
amount of the Prepayment Charge (net of any amount previously collected by or paid to the Trust Fund in
respect of such Prepayment Charge) from its own funds and without reimbursement thereof, and the Sponsor
shall have no obligation to repurchase or substitute for such Mortgage Loan. The obligations of the
Mortgage Loan Seller to cure, purchase or substitute a qualifying Substitute Mortgage Loan shall
constitute the Purchaser's, the Trustee's and the Certificateholder's sole and exclusive remedies under
this Agreement or otherwise respecting a breach of representations or warranties hereunder with respect
to the Mortgage Loans, except for the obligation of the Mortgage Loan Seller to indemnify the Purchaser
for such breach as set forth in and limited by Section 13 hereof. It is understood by the parties
hereto that a breach of the representations and warranties made in any of clause (xviii), (xix)(b),
(xxi), (xxii), (xxviii) through (xxxvi) of this Section 7 will be deemed to materially and adversely
affect the value of the interests of the Purchaser, the Certificateholders or the Trustee in the related
Mortgage Loan.
Any cause of action against the Mortgage Loan Seller relating to or arising out of a
breach by the Mortgage Loan Seller of any representations and warranties made in this Section 7 shall
accrue as to any Mortgage Loan upon (i) discovery of such breach by the Mortgage Loan Seller or notice
thereof by the party discovering such breach and (ii) failure by the Mortgage Loan Seller to cure such
breach, purchase such Mortgage Loan or substitute a qualifying Substitute Mortgage Loan pursuant to the
terms hereof.
SECTION 8........Representations and Warranties Concerning the Mortgage Loan Seller.
As of the date hereof and as of the Closing Date, the Mortgage Loan Seller represents and warrants to
the Purchaser as to itself in the capacity indicated as follows:
(i) the Mortgage Loan Seller (i) is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and (ii) is qualified and in good
standing to do business in each jurisdiction where such qualification is necessary, except where the
failure so to qualify would not reasonably be expected to have a material adverse effect on the Mortgage
Loan Seller's business as presently conducted or on the Mortgage Loan Seller's ability to enter into
this Agreement and to consummate the transactions contemplated hereby;
(ii) the Mortgage Loan Seller has full corporate power to own its property, to
carry on its business as presently conducted and to enter into and perform its obligations under this
Agreement;
(iii) the execution and delivery by the Mortgage Loan Seller of this Agreement
has been duly authorized by all necessary action on the part of the Mortgage Loan Seller; and neither
the execution and delivery of this Agreement, nor the consummation of the transactions herein
contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or
constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment,
decree or order binding on the Mortgage Loan Seller or its properties or the charter or by-laws of the
Mortgage Loan Seller, except those conflicts, breaches or defaults which would not reasonably be
expected to have a material adverse effect on the Mortgage Loan Seller's ability to enter into this
Agreement and to consummate the transactions contemplated hereby;
(iv) the execution, delivery and performance by the Mortgage Loan Seller of
this Agreement and the consummation of the transactions contemplated hereby do not require the consent
or approval of, the giving of notice to, the registration with, or the taking of any other action in
respect of, any state, federal or other governmental authority or agency, except those consents,
approvals, notices, registrations or other actions as have already been obtained, given or made and, in
connection with the recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet
completed;
(v) this Agreement has been duly executed and delivered by the Mortgage Loan
Seller and, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and
binding obligation of the Mortgage Loan Seller enforceable against it in accordance with its terms
(subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement
of the rights of creditors generally);
(vi) there are no actions, suits or proceedings pending or, to the knowledge of
the Mortgage Loan Seller, threatened against the Mortgage Loan Seller, before or by any court,
administrative agency, arbitrator or governmental body (i) with respect to any of the transactions
contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the
Mortgage Loan Seller could reasonably be expected to be determined adversely to the Mortgage Loan Seller
and if determined adversely to the Mortgage Loan Seller materially and adversely affect the Mortgage
Loan Seller's ability to perform its obligations under this Agreement; and the Mortgage Loan Seller is
not in default with respect to any order of any court, administrative agency, arbitrator or governmental
body so as to materially and adversely affect the transactions contemplated by this Agreement; and
(vii) the Mortgage Loan Seller's Information (identified in Exhibit 3 hereof)
does not include any untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under which they were made, not
misleading.
SECTION 9. Representations and Warranties Concerning the Purchaser. As of the date hereof
and as of the Closing Date, the Purchaser represents and warrants to the Mortgage Loan Seller as follows:
(i) the Purchaser (i) is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Delaware and (ii) is qualified and in good
standing to do business in each jurisdiction where such qualification is necessary, except where the
failure so to qualify would not reasonably be expected to have a material adverse effect on the
Purchaser's business as presently conducted or on the Purchaser's ability to enter into this Agreement
and to consummate the transactions contemplated hereby;
(ii) the Purchaser has full corporate power to own its property, to carry on its
business as presently conducted and to enter into and perform its obligations under this Agreement;
(iii) the execution and delivery by the Purchaser of this Agreement have been duly
authorized by all necessary corporate action on the part of the Purchaser; and neither the execution and
delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance
with the provisions hereof, will conflict with or result in a breach of, or constitute a default under,
any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on
the Purchaser or its properties or the certificate of formation or limited liability company agreement
of the Purchaser, except those conflicts, breaches or defaults which would not reasonably be expected to
have a material adverse effect on the Purchaser's ability to enter into this Agreement and to consummate
the transactions contemplated hereby;
(iv) the execution, delivery and performance by the Purchaser of this Agreement and
the consummation of the transactions contemplated hereby do not require the consent or approval of, the
giving of notice to, the registration with, or the taking of any other action in respect of, any state,
federal or other governmental authority or agency, except those consents, approvals, notices,
registrations or other actions as have already been obtained, given or made;
(v) this Agreement has been duly executed and delivered by the Purchaser and,
assuming due authorization, execution and delivery by the Mortgage Loan Seller, constitutes a valid and
binding obligation of the Purchaser enforceable against it in accordance with its terms (subject to
applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights
of creditors generally);
(vi) there are no actions, suits or proceedings pending or, to the knowledge of the
Purchaser, threatened against the Purchaser, before or by any court, administrative agency, arbitrator
or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii)
with respect to any other matter which in the judgment of the Purchaser will be determined adversely to
the Purchaser and will if determined adversely to the Purchaser materially and adversely affect the
Purchaser's ability to perform its obligations under this Agreement; and the Purchaser is not in default
with respect to any order of any court, administrative agency, arbitrator or governmental body so as to
materially and adversely affect the transactions contemplated by this Agreement; and
(vii) the Purchaser's Information (identified in Exhibit 4 hereof) does not include
any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were made, not misleading.
SECTION 10. Conditions to Closing.
(1) The obligations of the Purchaser under this Agreement will be subject to the
satisfaction, on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Mortgage Loan Seller required to be
performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have
been duly performed and complied with in all material respects; all of the representations and
warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the
date or dates specified in all material respects; and no event shall have occurred which, with
notice or the passage of time, would constitute a default under this Agreement, or the Pooling
and Servicing Agreement; and the Purchaser shall have received certificates to that effect
signed by authorized officers of the Mortgage Loan Seller.
(b) The Purchaser shall have received all of the following closing
documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly
executed by all signatories other than the Purchaser as required pursuant to the respective
terms thereof:
(i) If required pursuant to Section 3 hereof, the Amendment
dated as of the Closing Date and any documents referred to therein;
(ii) If required pursuant to Section 3 hereof, the Final Mortgage
Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be
attached to each counterpart of the Amendment;
(iii) The Pooling and Servicing Agreement, in form and substance
reasonably satisfactory to the Trustee and the Purchaser, and all documents required
thereby duly executed by all signatories;
(iv) A certificate of an officer of the Mortgage Loan Seller
dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and
attached thereto copies of the charter and by-laws of the Mortgage Loan Seller and
evidence as to the good standing of the Mortgage Loan Seller dated as of a recent date;
(v) One or more opinions of counsel from the Mortgage Loan
Seller's counsel otherwise in form and substance reasonably satisfactory to the
Purchaser, the Trustee and each Rating Agency;
(vi) A letter from each of the Rating Agencies giving each Class
of Certificates set forth on Schedule A hereto the rating set forth therein; and
(vii) Such other documents, certificates (including additional
representations and warranties) and opinions as may be reasonably necessary to secure
the intended ratings from each Rating Agency for the Certificates.
(c) The Certificates to be sold to Bear Stearns pursuant to the
Underwriting Agreement and the Purchase Agreement, if applicable, shall have been issued and
sold to Bear Stearns.
(d) The Mortgage Loan Seller shall have furnished to the Purchaser such
other certificates of its officers or others and such other documents and opinions of counsel
to evidence fulfillment of the conditions set forth in this Agreement and the transactions
contemplated hereby as the Purchaser and its counsel may reasonably request.
(2) The obligations of the Mortgage Loan Seller under this Agreement shall be
subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
(a) The obligations of the Purchaser required to be performed by it on or
prior to the Closing Date pursuant to the terms of this Agreement shall have been duly
performed and complied with in all material respects, and all of the representations and
warranties of the Purchaser under this Agreement shall be true and correct in all material
respects as of the date hereof and as of the Closing Date, and no event shall have occurred
which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan
Seller shall have received a certificate to that effect signed by an authorized officer of the
Purchaser.
(b) The Mortgage Loan Seller shall have received copies of all of the
following closing documents, in such forms as are agreed upon and reasonably acceptable to the
Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as
required pursuant to the respective terms thereof:
(i) If required pursuant to Section 3 hereof, the Amendment
dated as of the Closing Date and any documents referred to therein;
(ii) The Pooling and Servicing Agreement, in form and substance
reasonably satisfactory to the Mortgage Loan Seller, and all documents required
thereby duly executed by all signatories;
(iii) A certificate of an officer of the Purchaser dated as of the
Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and
attached thereto the written consent of the member of the Purchaser authorizing the
transactions contemplated by this Agreement and the Pooling and Servicing Agreement,
together with copies of the Purchaser's certificate of formation, limited liability
company agreement and evidence as to the good standing of the Purchaser dated as of a
recent date;
(iv) One or more opinions of counsel from the Purchaser's counsel
in form and substance reasonably satisfactory to the Mortgage Loan Seller; and
(v) Such other documents, certificates (including additional
representations and warranties) and opinions as may be reasonably necessary to secure
the intended rating from each Rating Agency for the Certificates.
SECTION 11. Fees and Expenses. Subject to Section 16 hereof, the Mortgage Loan Seller
shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and
expenses of the Mortgage Loan Seller's attorneys and the reasonable fees and expenses of the Purchaser's
attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser's
Registration Statement based on the aggregate original principal amount of the Certificates and the
filing fee of the Commission as in effect on the date on which the Registration Statement was declared
effective, (iv) the fees and expenses including counsel's fees and expenses in connection with any "blue
sky" and legal investment matters, (v) the fees and expenses of the Trustee which shall include without
limitation the fees and expenses of the Trustee (and the fees and disbursements of its counsel) with
respect to (A) legal and document review of this Agreement, the Pooling and Servicing Agreement, the
Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans
to be performed by the Trustee, (vi) the expenses for printing or otherwise reproducing the
Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees and expenses of each Rating
Agency (both initial and ongoing), (viii) the fees and expenses relating to the preparation and
recordation of mortgage assignments (including intervening assignments, if any and if available, to
evidence a complete chain of title from the originator thereof to the Trustee) from the Mortgage Loan
Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(i)
hereof, as the case may be, and (ix) Mortgage File due diligence expenses and other out-of-pocket
expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by Bear
Stearns in connection with the sale of the Certificates. The Mortgage Loan Seller additionally agrees to
pay directly to any third party on a timely basis the fees provided for above which are charged by such
third party and which are billed periodically.
SECTION 12. Accountants' Letters.
(i) Deloitte & Touche LLP will review the characteristics of a sample of the
Mortgage Loans described in the Final Mortgage Loan Schedule and will compare those characteristics to
the description of the Mortgage Loans contained in the Prospectus Supplement under the captions "Summary
of Terms - The Mortgage Pool" and "Description of the Mortgage Loans" and in Schedule A thereto. The
Mortgage Loan Seller will cooperate with the Purchaser in making available all information and taking
all steps reasonably necessary to permit such accountants to complete the review and to deliver the
letters required of them under the Underwriting Agreement. Deloitte & Touche LLP will also confirm
certain calculations as set forth under the caption "Yield and Prepayment Considerations" in the
Prospectus Supplement.
(ii) To the extent statistical information with respect to the Master Servicer's
servicing portfolio is included in the Prospectus Supplement under the caption "The Master Servicer," a
letter from the certified public accountant for the Master Servicer will be delivered to the Purchaser
dated the date of the Prospectus Supplement, in the form previously agreed to by the Mortgage Loan
Seller and the Purchaser, with respect to such statistical information.
SECTION 13. Indemnification.
(i) The Mortgage Loan Seller shall indemnify and hold harmless the Purchaser and
its directors, officers and controlling persons (as defined in Section 15 of the Securities Act) from
and against any loss, claim, damage or liability or action in respect thereof, to which they or any of
them may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon (i) any untrue statement of a material fact
contained in the Mortgage Loan Seller's Information as identified in Exhibit 3, the omission to state in
the Prospectus Supplement or Prospectus (or any amendment thereof or supplement thereto approved by the
Mortgage Loan Seller and in which additional Mortgage Loan Seller's Information is identified), in
reliance upon and in conformity with Mortgage Loan Seller's Information a material fact required to be
stated therein or necessary to make the statements therein in light of the circumstances in which they
were made, not misleading, (ii) any representation or warranty assigned or made by the Mortgage Loan
Seller in Section 7 or Section 8 hereof being, or alleged to be, untrue or incorrect, or (iii) any
failure by the Mortgage Loan Seller to perform its obligations under this Agreement; and the Mortgage
Loan Seller shall reimburse the Purchaser and each other indemnified party for any legal and other
expenses reasonably incurred by them in connection with investigating or defending or preparing to
defend against any such loss, claim, damage, liability or action.
The foregoing indemnity agreement is in addition to any liability which the Mortgage Loan
Seller otherwise may have to the Purchaser or any other such indemnified party.
(ii) The Purchaser shall indemnify and hold harmless the Mortgage Loan Seller and
its respective directors, officers and controlling persons (as defined in Section 15 of the Securities
Act) from and against any loss, claim, damage or liability or action in respect thereof, to which they
or any of them may become subject, under the Securities Act or otherwise, insofar as such loss, claim,
damage, liability or action arises out of, or is based upon (a) any untrue statement of a material fact
contained in the Purchaser's Information as identified in Exhibit 4, the omission to state in the
Prospectus Supplement or Prospectus (or any amendment thereof or supplement thereto approved by the
Purchaser and in which additional Purchaser's Information is identified), in reliance upon and in
conformity with the Purchaser's Information, a material fact required to be stated therein or necessary
to make the statements therein in light of the circumstances in which they were made, not misleading,
(b) any representation or warranty made by the Purchaser in Section 9 hereof being, or alleged to be,
untrue or incorrect, or (c) any failure by the Purchaser to perform its obligations under this
Agreement; and the Purchaser shall reimburse the Mortgage Loan Seller, and each other indemnified party
for any legal and other expenses reasonably incurred by them in connection with investigating or
defending or preparing to defend any such loss, claim, damage, liability or action. The foregoing
indemnity agreement is in addition to any liability which the Purchaser otherwise may have to the
Mortgage Loan Seller, or any other such indemnified party,
(iii) Promptly after receipt by an indemnified party under subsection (i) or (ii)
above of notice of the commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under such subsection, notify each party against
whom indemnification is to be sought in writing of the commencement thereof (but the failure so to
notify an indemnifying party shall not relieve it from any liability which it may have under this
Section 13 except to the extent that it has been prejudiced in any material respect by such failure or
from any liability which it may have otherwise). In case any such action is brought against any
indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent it may elect by written notice
delivered to the indemnified party promptly (but, in any event, within 30 days) after receiving the
aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party or parties
shall have the right to employ its or their own counsel in any such case, but the fees and expenses of
such counsel shall be at the expense of such indemnified party or parties unless (a) the employment of
such counsel shall have been authorized in writing by one of the indemnifying parties in connection with
the defense of such action, (b) the indemnifying parties shall not have employed counsel to have charge
of the defense of such action within a reasonable time after notice of commencement of the action, or
(c) such indemnified party or parties shall have reasonably concluded that there is a conflict of
interest between itself or themselves and the indemnifying party in the conduct of the defense of any
claim or that the interests of the indemnified party or parties are not substantially co-extensive with
those of the indemnifying party (in which case the indemnifying parties shall not have the right to
direct the defense of such action on behalf of the indemnified party or parties), in any of which events
such fees and expenses shall be borne by the indemnifying parties (provided, however, that the
indemnifying party shall be liable only for the fees and expenses of one counsel in addition to one
local counsel in the jurisdiction involved. Anything in this subsection to the contrary notwithstanding,
an indemnifying party shall not be liable for any settlement or any claim or action effected without its
written consent; provided, however, that such consent was not unreasonably withheld.
(iv) If the indemnification provided for in paragraphs (i) and (ii) of this Section
13 shall for any reason be unavailable to an indemnified party in respect of any loss, claim, damage or
liability, or any action in respect thereof, referred to in Section 13, then the indemnifying party
shall in lieu of indemnifying the indemnified party contribute to the amount paid or payable by such
indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, in
such proportion as shall be appropriate to reflect the relative benefits received by the Mortgage Loan
Seller on the one hand and the Purchaser on the other from the purchase and sale of the Mortgage Loans,
the offering of the Certificates and the other transactions contemplated hereunder. No person found
liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not
also found liable for such fraudulent misrepresentation.
(v) The parties hereto agree that reliance by an indemnified party on any publicly
available information or any information or directions furnished by an indemnifying party shall not
constitute negligence, bad faith or willful misconduct by such indemnified party.
SECTION 14. Notices. All demands, notices and communications hereunder shall be in writing
but may be delivered by facsimile transmission subsequently confirmed in writing. Notices to the
Mortgage Loan Seller shall be directed to EMC Mortgage Corporation, Mac Arthur Ridge II, 909 Hidden
Ridge Drive, Suite 200, Irving, Texas75038 (Telecopy: (972-444-2880)), and notices to the Purchaser
shall be directed to Structured Asset Mortgage Investments II Inc., 383 Madison Avenue, New York, NewYork10179 (Telecopy: (212-272-7206)), Attention: Baron Silverstein; or to any other address as may
hereafter be furnished by one party to the other party by like notice. Any such demand, notice or
communication hereunder shall be deemed to have been received on the date received at the premises of
the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the
return receipt) provided that it is received on a Business Day during normal business hours and, if
received after normal business hours, then it shall be deemed to be received on the next Business Day.
SECTION 15. Transfer of Mortgage Loans. The Purchaser retains the right to assign the
Mortgage Loans and any or all of its interest under this Agreement to the Trustee without the consent of
the Mortgage Loan Seller, and, upon such assignment, the Trustee shall succeed to the applicable rights
and obligations of the Purchaser hereunder; provided, however, the Purchaser shall remain entitled to
the benefits set forth in Sections 11, 13 and 17 hereto and as provided in Section 2(i). Notwithstanding
the foregoing, the sole and exclusive right and remedy of the Trustee with respect to a breach of a
representation or warranty of the Mortgage Loan Seller shall be the cure, purchase or substitution
obligations of the Mortgage Loan Seller contained in Sections 5 and 7 hereof.
SECTION 16. Termination. This Agreement may be terminated (a) by the mutual consent of the
parties hereto prior to the Closing Date, (b) by the Purchaser, if the conditions to the Purchaser's
obligation to close set forth under Section 10(1) hereof are not fulfilled as and when required to be
fulfilled or (c) by the Mortgage Loan Seller, if the conditions to the Mortgage Loan Seller's obligation
to close set forth under Section 10(2) hereof are not fulfilled as and when required to be fulfilled. In
the event of termination pursuant to clause (b), the Mortgage Loan Seller shall pay, and in the event of
termination pursuant to clause (c), the Purchaser shall pay, all reasonable out-of-pocket expenses
incurred by the other in connection with the transactions contemplated by this Agreement. In the event
of a termination pursuant to clause (a), each party shall be responsible for its own expenses.
SECTION 17. Representations, Warranties and Agreements to Survive Delivery. All
representations, warranties and agreements contained in this Agreement, or contained in certificates of
officers of the Mortgage Loan Seller submitted pursuant hereto, shall remain operative and in full force
and effect and shall survive delivery of the Mortgage Loans to the Purchaser (and by the Purchaser to
the Trustee). Subsequent to the delivery of the Mortgage Loans to the Purchaser, the Mortgage Loan
Seller's representations and warranties contained herein with respect to the Mortgage Loans shall be
deemed to relate to the Mortgage Loans actually delivered to the Purchaser and included in the Final
Mortgage Loan Schedule and any Substitute Mortgage Loan and not to those Mortgage Loans deleted from the
Preliminary Mortgage Loan Schedule pursuant to Section 3 hereof prior to the closing of the transactions
contemplated hereby or any Deleted Mortgage Loan.
SECTION 18. Severability. If any provision of this Agreement shall be prohibited or
invalid under applicable law, this Agreement shall be ineffective only to such extent, without
invalidating the remainder of this Agreement.
SECTION 19. Counterparts. This Agreement may be executed in counterparts, each of which
will be an original, but which together shall constitute one and the same agreement.
SECTION 20. Amendment. This Agreement cannot be amended or modified in any
manner without the prior written consent of each party.
SECTION 21. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE AND
PERFORMED IN THE STATE OF NEW YORK AND SHALL BE INTERPRETED IN ACCORDANCE WITH THE LAWS OF SUCH STATE,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES OF SUCH STATE.
SECTION 22. Further Assurances. Each of the parties agrees to execute and deliver such
instruments and take such actions as another party may, from time to time, reasonably request in order
to effectuate the purpose and to carry out the terms of this Agreement including any amendments hereto
which may be required by either Rating Agency.
SECTION 23. Successors and Assigns. This Agreement shall bind and inure to the benefit of
and be enforceable by the Mortgage Loan Seller and the Purchaser and their permitted successors and
assigns and, to the extent specified in Section 13 hereof, Bear Stearns, and their directors, officers
and controlling persons (within the meaning of federal securities laws). The Mortgage Loan Seller
acknowledges and agrees that the Purchaser may assign its rights under this Agreement (including,
without limitation, with respect to the Mortgage Loan Seller's representations and warranties respecting
the Mortgage Loans) to the Trustee. Any person into which the Mortgage Loan Seller may be merged or
consolidated (or any person resulting from any merger or consolidation involving the Mortgage Loan
Seller), any person resulting from a change in form of the Mortgage Loan Seller or any person succeeding
to the business of the Mortgage Loan Seller, shall be considered the "successor" of the Mortgage Loan
Seller hereunder and shall be considered a party hereto without the execution or filing of any paper or
any further act or consent on the part of any party hereto. Except as provided in the two preceding
sentences and in Section 15 hereto, this Agreement cannot be assigned, pledged or hypothecated by either
party hereto without the written consent of the other parties to this Agreement and any such assignment
or purported assignment shall be deemed null and void.
SECTION 24. The Mortgage Loan Seller and the Purchaser. The Mortgage Loan Seller and the
Purchaser will keep in full effect all rights as are necessary to perform their respective obligations
under this Agreement.
SECTION 25. Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties with respect to the subject matter hereof, and supersedes all prior
and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or
written, of any nature whatsoever with respect to the subject matter hereof.
SECTION 26. No Partnership. Nothing herein contained shall be deemed or construed to
create a partnership or joint venture between the parties hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their
respective duly authorized officers as of the date first above written.
EMC MORTGAGE CORPORATION
By:
Name:
Title:
STRUCTURED ASSET MORTGAGE INVESTMENTS II
INC.
By:
Name:
Title:
EXHIBIT 1
CONTENTS OF MORTGAGE FILE
With respect to each Mortgage Loan, the Mortgage File shall include each of the following
items, which shall be available for inspection by the Purchaser or its designee, and which shall be
delivered to the Purchaser or its designee pursuant to the terms of the Agreement:
(i) The original Mortgage Note, endorsed without recourse to the order of the
Trustee and showing an unbroken chain of endorsements from the original payee thereof to the
Person endorsing it to the Trustee, or lost note affidavit;
(ii) The original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting
the presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which
shall have been recorded (or if the original is not available, a copy), with evidence of such
recording indicated thereon (or if the original Security Instrument, assignments to the Trustee
or intervening assignments thereof which have been delivered, are being delivered or will, upon
receipt of recording information relating to the Security Instrument required to be included
thereon, be delivered to recording offices for recording and have not been returned to the
Mortgage Loan Seller in time to permit their recording as specified in Section 2.01(b) of the
Pooling and Servicing Agreement, shall be in recordable form);
(iii) Unless the Mortgage Loan is a MOM Loan, a certified copy of the assignment
(which may be in the form of a blanket assignment if permitted in the jurisdiction in which the
Mortgaged Property is located) to "U.S. Bank National Association, as Trustee", with evidence
of recording with respect to each Mortgage Loan in the name of the Trustee thereon (or if the
original Security Instrument, assignments to the Trustee or intervening assignments thereof
which have been delivered, are being delivered or will, upon receipt of recording information
relating to the Security Instrument required to be included thereon, be delivered to recording
offices for recording and have not been returned to the Mortgage Loan Seller in time to permit
their delivery as specified in Section 2.01(b) of the Pooling and Servicing Agreement, the
Mortgage Loan Seller may deliver a true copy thereof with a certification by the Mortgage Loan
Seller, on the face of such copy, substantially as follows: "Certified to be a true and correct
copy of the original, which has been transmitted for recording");
(iv) All intervening assignments of the Security Instrument, if applicable and only
to the extent available to the Mortgage Loan Seller with evidence of recording thereon;
(v) The original or a copy of the policy or certificate of primary mortgage
guaranty insurance, to the extent available, if any;
(vi) The original policy of title insurance or mortgagee's certificate of title
insurance or commitment or binder for title insurance; and
(vii) The originals of all modification agreements, if applicable and available.
EXHIBIT 2
MORTGAGE LOAN SCHEDULE INFORMATION
The Preliminary and Final Mortgage Loan Schedules shall set forth the following information
with respect to each Mortgage Loan:
(a) the city, state and zip code of the Mortgaged Property;
(b) the property type;
(c) the Mortgage Interest Rate;
(d) the Servicing Fee Rate;
(e) the Master Servicer's Fee Rate;
(f) the LPMI Fee, if applicable;
(g) the Trustee Fee Rate, if applicable;
(h) the Net Rate;
(i) the maturity date;
(j) the stated original term to maturity;
(k) the stated remaining term to maturity;
(l) the original Principal Balance;
(m) the first payment date;
(n) the principal and interest payment in effect as of the Cut-off Date;
(o) the unpaid Principal Balance as of the Cut-off Date;
(p) the Loan-to-Value Ratio at origination;
(q) the insurer of any Primary Mortgage Insurance Policy;
(r) the MIN with respect to each MOM Loan;
(s) the Gross Margin, if applicable;
(t) the next Adjustment Date, if applicable;
(u) the Maximum Lifetime Mortgage Rate, if applicable;
(v) the Minimum Lifetime Mortgage Rate, if applicable;
(w) the Periodic Rate Cap, if applicable;
(x) the Loan Group, if applicable;
(y) a code indicating whether the Mortgage Loan is negatively amortizing;
(z) which Mortgage Loans adjust after an initial fixed-rate period of one, two, three, five, seven
or ten years or any other period;
(aa) the Prepayment Charge, if any;
(bb) lien position (e.g., first lien or second lien);
(cc) a code indicating whether the Mortgage Loan is has a balloon payment;
(dd) a code indicating whether the Mortgage Loan is an interest-only loan;
(ee) the interest-only term, if applicable;
(ff) the Mortgage Loan Seller
(gg) the original amortization term.
Such schedule also shall set forth for all of the Mortgage Loans, the total number of Mortgage Loans,
the total of each of the amounts described under (n) and (j) above, the weighted average by principal
balance as of the Cut-off Date of each of the rates described under (c) through (h) above, and the
weighted average remaining term to maturity by unpaid principal balance as of the Cut-off Date.
EXHIBIT 3
MORTGAGE LOAN SELLER'S INFORMATION
All information in the Prospectus Supplement described under the following Sections: "SUMMARY
OF TERMS -- The Mortgage Pool,""DESCRIPTION OF THE MORTGAGE LOANS" and "SCHEDULE A -- CERTAIN
CHARACTERISTICS OF THE MORTGAGE LOANS."EXHIBIT 4
PURCHASER'S INFORMATION
All information in the Prospectus Supplement and the Prospectus, except the Mortgage Loan
Seller's Information.
EXHIBIT 5
SCHEDULE OF LOST NOTES
Available Upon Request
EXHIBIT 6
Standard & Poor's LEVELS® Glossary, Version 5.6b Revised, Appendix E
REVISED July 11, 2005
APPENDIX E – Standard & Poor's Anti-Predatory Lending Categorization
Standard & Poor's has categorized loans governed by anti-predatory lending laws in the Jurisdictions
listed below into three categories based upon a combination of factors that include (a) the risk
exposure associated with the assignee liability and (b) the tests and thresholds set forth in those
laws. Note that certain loans classified by the relevant statute as Covered are included in Standard &
Poor's High Cost Loan Category because they included thresholds and tests that are typical of what is
generally considered High Cost by the industry.
Standard & Poor's High Cost Loan Categorization
---------------------------------------------------------------------------------------------------------------------
------------------------------------------------- --------------------------------
State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Category under Applicable
Date Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
Arkansas Arkansas Home Loan Protection Act, Ark. Code High Cost Home Loan
Ann. §§ 23-53-101 et seq.
Effective July 16, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Cleveland Heights, OH Ordinance No. 72-2003 (PSH), Mun. Code §§ Covered Loan
757.01 et seq.
Effective June 2, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Colorado Consumer Equity Protection, Colo. Stat. Ann. §§ Covered Loan
5-3.5-101 et seq.
Effective for covered loans offered or entered
into on or after January 1, 2003. Other
provisions of the Act took effect on June 7,2002
---------------------------------- ------------------------------------------------- --------------------------------
Connecticut Connecticut Abusive Home Loan Lending Practices High Cost Home Loan
Act, Conn. Gen. Stat. §§ 36a-746 et seq.
Effective October 1, 2001
---------------------------------- ------------------------------------------------- --------------------------------
District of Columbia Home Loan Protection Act, D.C. Code §§ Covered Loan
26-1151.01 et seq.
Effective for loans closed on or after January28, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Florida Fair Lending Act, Fla. Stat. Ann. §§ 494.0078 High Cost Home Loan
et seq.
Effective October 2, 2002
---------------------------------- ------------------------------------------------- --------------------------------
Georgia (Oct. 1, 2002 – Mar. 6, Georgia Fair Lending Act, Ga. Code Ann. §§ High Cost Home Loan
2003) 7-6A-1 et seq.
Effective October 1, 2002 – March 6, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Georgia as amended (Mar. 7, 2003 Georgia Fair Lending Act, Ga. Code Ann. §§ High Cost Home Loan
– current) 7-6A-1 et seq.
Effective for loans closed on or after March 7,2003
---------------------------------- ------------------------------------------------- --------------------------------
HOEPA Section 32 Home Ownership and Equity Protection Act of High Cost Loan
1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and
226.34
Effective October 1, 1995, amendments October1, 2002
---------------------------------- ------------------------------------------------- --------------------------------
Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. High Risk Home Loan
815, §§ 137/5 et seq.
Effective January 1, 2004 (prior to this date,
regulations under Residential Mortgage License
Act effective from July 14, 2001)
---------------------------------- ------------------------------------------------- --------------------------------
Kansas Consumer Credit Code, Kan. Stat. Ann. §§ High Loan to Value Consumer
16a-1-101 et seq. Loan (id. § 16a-3-207) and;
Sections 16a-1-301 and 16a-3-207 became
effective April 14, 1999; Section 16a-3-308a
became effective July 1, 1999
---------------------------------- ------------------------------------------------- --------------------------------
High APR Consumer Loan (id. §
16a-3-308a)
---------------------------------- ------------------------------------------------- --------------------------------
Kentucky 2003 KY H.B. 287 – High Cost Home Loan Act, Ky. High Cost Home Loan
Rev. Stat. §§ 360.100 et seq.
Effective June 24, 2003
---------------------------------- ------------------------------------------------- --------------------------------
Maine Truth in Lending, Me. Rev. Stat. tit. 9-A, §§ High Rate High Fee Mortgage
8-101 et seq.
Effective September 29, 1995 and as amended
from time to time
---------------------------------- ------------------------------------------------- --------------------------------
Massachusetts Part 40 and Part 32, 209 C.M.R. §§ 32.00 et High Cost Home Loan
seq. and 209 C.M.R. §§ 40.01 et seq.
Effective March 22, 2001 and amended from time
to time
---------------------------------- ------------------------------------------------- --------------------------------
Nevada Assembly Bill No. 284, Nev. Rev. Stat. §§ Home Loan
598D.010 et seq.
Effective October 1, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Jersey New Jersey Home Ownership Security Act of 2002, High Cost Home Loan
N.J. Rev. Stat. §§ 46:10B-22 et seq.
Effective for loans closed on or after November27, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Mexico Home Loan Protection Act, N.M. Rev. Stat. §§ High Cost Home Loan
58-21A-1 et seq.
Effective as of January 1, 2004; Revised as of
February 26, 2004
---------------------------------- ------------------------------------------------- --------------------------------
New York N.Y. Banking Law Article 6-l High Cost Home Loan
Effective for applications made on or after
April 1, 2003
---------------------------------- ------------------------------------------------- --------------------------------
North Carolina Restrictions and Limitations on High Cost Home High Cost Home Loan
Loans, N.C. Gen. Stat. §§ 24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003
(adding open-end lines of credit)
---------------------------------- ------------------------------------------------- --------------------------------
Ohio H.B. 386 (codified in various sections of the Covered Loan
Ohio Code), Ohio Rev. Code Ann. §§ 1349.25 et
seq.
Effective May 24, 2002
---------------------------------- ------------------------------------------------- --------------------------------
Oklahoma Consumer Credit Code (codified in various Subsection 10 Mortgage
sections of Title 14A)
Effective July 1, 2000; amended effective
January 1, 2004
---------------------------------- ------------------------------------------------- --------------------------------
South Carolina South Carolina High Cost and Consumer Home High Cost Home Loan
Loans Act, S.C. Code Ann. §§ 37-23-10 et seq.
Effective for loans taken on or after January1, 2004
---------------------------------- ------------------------------------------------- --------------------------------
West Virginia West Virginia Residential Mortgage Lender, West Virginia Mortgage Loan
Broker and Servicer Act, W. Va. Code Ann. §§ Act Loan
31-17-1 et seq.
Effective June 5, 2002
---------------------------------- ------------------------------------------------- --------------------------------
Standard & Poor's Covered Loan Categorization
---------------------------------- ------------------------------------------------- --------------------------------
State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Category under Applicable
Date Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
Georgia (Oct. 1, 2002 – Mar. 6, Georgia Fair Lending Act, Ga. Code Ann. §§ Covered Loan
2003) 7-6A-1 et seq.
Effective October 1, 2002 – March 6, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Jersey New Jersey Home Ownership Security Act of 2002, Covered Home Loan
N.J. Rev. Stat. §§ 46:10B-22 et seq.
Effective November 27, 2003 – July 5, 2004
---------------------------------- ------------------------------------------------- --------------------------------
Standard & Poor's Home Loan Categorization
---------------------------------------------------------------------------------------------------------------------
---------------------------------- ------------------------------------------------- --------------------------------
State/Jurisdiction Name of Anti-Predatory Lending Law/Effective Category under Applicable
Date Anti-Predatory Lending Law
---------------------------------- ------------------------------------------------- --------------------------------
Georgia (Oct. 1, 2002 – Mar. 6, Georgia Fair Lending Act, Ga. Code Ann. §§ Home Loan
2003) 7-6A-1 et seq.
Effective October 1, 2002 – March 6, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Jersey New Jersey Home Ownership Security Act of 2002, Home Loan
N.J. Rev. Stat. §§ 46:10B-22 et seq.
Effective for loans closed on or after November27, 2003
---------------------------------- ------------------------------------------------- --------------------------------
New Mexico Home Loan Protection Act, N.M. Rev. Stat. §§ Home Loan
58-21A-1 et seq.
Effective as of January 1, 2004; Revised as of
February 26, 2004
---------------------------------- ------------------------------------------------- --------------------------------
North Carolina Restrictions and Limitations on High Cost Home Consumer Home Loan
Loans, N.C. Gen. Stat. §§ 24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003
(adding open-end lines of credit)
---------------------------------- ------------------------------------------------- --------------------------------
South Carolina South Carolina High Cost and Consumer Home Consumer Home Loan
Loans Act, S.C. Code Ann. §§ 37-23-10 et seq.
Effective for loans taken on or after January1, 2004
---------------------------------- ------------------------------------------------- --------------------------------
SCHEDULE A
REQUIRED RATINGS FOR EACH CLASS OF CERTIFICATES
CertificatesOffered CertificatesS&PMoody's
Class I-A-1 AAA Aaa
Class I-A-2 AAA Aaa
Class II-1A-1 AAA Aaa
Class II-1A-2 AAA Aaa
Class II-1X-1 AAA Aaa
Class II-2A-1 AAA Aaa
Class II-2A-2 AAA Aa1
Class II-2X-1 AAA Aaa
Class II-3A-1 AAA Aaa
Class II-3A-2 AAA Aa1
Class II-3X-1 AAA Aaa
Class II-4A-1 AAA Aaa
Class II-4A-2 AAA Aa1
Class III-1A-1 AAA Aaa
Class III-1A-2 AAA Aa1
Class III-1X-1 AAA Aaa
Class III-2A-1 AAA Aaa
Class III-2A-2 AAA Aa1
Class III-2X-1 AAA Aaa
Class III-3A-1 AAA Aaa
Class III-3A-2 AAA Aa1
Class III-4A-1 AAA Aaa
Class III-4A-2 AAA Aa1
Class III-4X-1 AAA Aaa
Class III-5A-1 AAA Aaa
Class III-5A-2 AAA Aa1
Class III-6A-1 AAA Aaa
Class III-6A-2 AAA Aa1
Class I-M-1 AA Aa2
Class I-M-2 A A2
Class I-B-1 BBB Baa2
Class I-B-2 BBB- Baa3
Class I-B-3 BB Ba2
Class II-B-1 AA Aa2
Class II-X-B1 AA Aa2
Class II-B-2 A A2
Class II-X-B2 A A2
Class II-B-3 BBB Baa2
Class II-B-4 BB NA
Class II-B-5 B NA
Class III-B-1 AA Aa2
Class III-B-2 A A2
Class III-B-3 BBB Baa2
Class III-B-4 BB NA
Class III-B-5 B NA
The Class R, Class R-X, Class B-IO, Class I-XP, Class II-XP, Class II-B-6 and Class III-B-6 Certificates
have not been rated.
None of the above ratings has been lowered, qualified or withdrawn since the dates of issuance of such
ratings by the Rating Agencies.
SCHEDULE B
MORTGAGE LOAN SCHEDULE
(Provided upon request)
EXHIBIT K
[RESERVED]
EXHIBIT L
[RESERVED]
EXHIBIT M
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
Definitions
Primary Servicer – transaction party having borrower contact
Master Servicer – aggregator of pool assets
Securities Administrator – waterfall calculator
Back-up Servicer – named in the transaction (in the event a Back up Servicer becomes the Primary
Servicer, follow Primary Servicer obligations)
Custodian – safe keeper of pool assets
Trustee – fiduciary of the transaction
Note: The definitions above describe the essential function that the party performs, rather than the
party's title. So, for example, in a particular transaction, the trustee may perform the "paying agent"
and "securities administrator" functions, while in another transaction, the securities administrator may
perform these functions.
Where there are multiple checks for criteria the attesting party will identify in their management
assertion that they are attesting only to the portion of the distribution chain they are responsible for
in the related transaction agreements.
Key: X – obligation
------------------- --------------------------------- ------------- ----------- ------------ ------------ ------------
Reg AB Reference Servicing Criteria Primary Master Securities Custodian Trustee
Servicer Servicer Admin (nominal)
------------------- --------------------------------- ------------- ----------- ------------ ------------ ------------
General Servicing Considerations
------------------- ----------------------------------------------- ----------- ------------ ------------ ------------
1122(d)(1)(i) Policies and procedures are X X X
instituted to monitor any
performance or other triggers
and events of default in
accordance with the transaction
agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(1)(ii) If any material servicing X X
activities are outsourced to
third parties, policies and
procedures are instituted to
monitor the third party's
performance and compliance with
such servicing activities.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Any requirements in the
transaction agreements to
maintain a back-up servicer for
1122(d)(1)(iii) the Pool Assets are maintained.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(1)(iv) A fidelity bond and errors and X X
omissions policy is in effect
on the party participating in
the servicing function
throughout the reporting period
in the amount of coverage
required by and otherwise in
accordance with the terms of
the transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Cash Collection and
Administration
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(2)(i) Payments on pool assets are X X X
deposited into the appropriate
custodial bank accounts and
related bank clearing accounts
no more than two business days
following receipt, or such
other number of days specified
in the transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Disbursements made via wire X X X
transfer on behalf of an
obligor or to an investor are
made only by authorized
1122(d)(2)(ii) personnel.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Advances of funds or guarantees X X X
regarding collections, cash
flows or distributions, and any
interest or other fees charged
for such advances, are made,
reviewed and approved as
specified in the transaction
1122(d)(2)(iii) agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
The related accounts for the X X X
transaction, such as cash
reserve accounts or accounts
established as a form of over
collateralization, are
separately maintained (e.g.,
with respect to commingling of
cash) as set forth in the
1122(d)(2)(iv) transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Each custodial account is X X X
maintained at a federally
insured depository institution
as set forth in the transaction
agreements. For purposes of
this criterion, "federally
insured depository institution"
with respect to a foreign
financial institution means a
foreign financial institution
that meets the requirements of
Rule 13k-1(b)(1) of the
1122(d)(2)(v) Securities Exchange Act.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Unissued checks are safeguarded X X
so as to prevent unauthorized
1122(d)(2)(vi) access.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(2)(vii) Reconciliations are prepared on X X X
a monthly basis for all
asset-backed securities related
bank accounts, including
custodial accounts and related
bank clearing accounts. These
reconciliations are (A)
mathematically accurate; (B)
prepared within 30 calendar
days after the bank statement
cutoff date, or such other
number of days specified in the
transaction agreements; (C)
reviewed and approved by
someone other than the person
who prepared the
reconciliation; and (D) contain
explanations for reconciling
items. These reconciling items
are resolved within 90 calendar
days of their original
identification, or such other
number of days specified in the
transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Investor Remittances and
Reporting
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(3)(i) Reports to investors, including X X X
those to be filed with the
Commission, are maintained in
accordance with the transaction
agreements and applicable
Commission requirements.
Specifically, such reports (A)
are prepared in accordance with
timeframes and other terms set
forth in the transaction
agreements; (B) provide
information calculated in
accordance with the terms
specified in the transaction
agreements; (C) are filed with
the Commission as required by
its rules and regulations; and
(D) agree with investors' or
the trustee's records as to the
total unpaid principal balance
and number of Pool Assets
serviced by the Servicer.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Amounts due to investors are X X X
allocated and remitted in
accordance with timeframes,
distribution priority and other
terms set forth in the
1122(d)(3)(ii) transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Disbursements made to an X X X
investor are posted within two
business days to the Servicer's
investor records, or such other
number of days specified in the
1122(d)(3)(iii) transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Amounts remitted to investors X X X
per the investor reports agree
with cancelled checks, or other
form of payment, or custodial
1122(d)(3)(iv) bank statements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Pool Asset Administration
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(i) Collateral or security on pool X X
assets is maintained as
required by the transaction
agreements or related pool
asset documents.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(ii) Pool assets and related X X
documents are safeguarded as
required by the transaction
agreements
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(iii) Any additions, removals or X X
substitutions to the asset pool
are made, reviewed and approved
in accordance with any
conditions or requirements in
the transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(iv) Payments on pool assets, X
including any payoffs, made in
accordance with the related
pool asset documents are posted
to the Servicer's obligor
records maintained no more than
two business days after
receipt, or such other number
of days specified in the
transaction agreements, and
allocated to principal,
interest or other items (e.g.,
escrow) in accordance with the
related pool asset documents.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
The Servicer's records X
regarding the pool assets agree
with the Servicer's records
with respect to an obligor's
1122(d)(4)(v) unpaid principal balance.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Changes with respect to the X X
terms or status of an obligor's
pool assets (e.g., loan
modifications or re-agings) are
made, reviewed and approved by
authorized personnel in
accordance with the transaction
agreements and related pool
1122(d)(4)(vi) asset documents.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Loss mitigation or recovery X X
actions (e.g., forbearance
plans, modifications and deeds
in lieu of foreclosure,
foreclosures and repossessions,
as applicable) are initiated,
conducted and concluded in
accordance with the timeframes
or other requirements
established by the transaction
1122(d)(4)(vii) agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(viii) Records documenting collection X
efforts are maintained during
the period a pool asset is
delinquent in accordance with
the transaction agreements.
Such records are maintained on
at least a monthly basis, or
such other period specified in
the transaction agreements, and
describe the entity's
activities in monitoring
delinquent pool assets
including, for example, phone
calls, letters and payment
rescheduling plans in cases
where delinquency is deemed
temporary (e.g., illness or
unemployment).
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(ix) Adjustments to interest rates X
or rates of return for pool
assets with variable rates are
computed based on the related
pool asset documents.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
1122(d)(4)(x) Regarding any funds held in X
trust for an obligor (such as
escrow accounts): (A) such
funds are analyzed, in
accordance with the obligor's
pool asset documents, on at
least an annual basis, or such
other period specified in the
transaction agreements; (B)
interest on such funds is paid,
or credited, to obligors in
accordance with applicable pool
asset documents and state laws;
and (C) such funds are returned
to the obligor within 30
calendar days of full repayment
of the related pool assets, or
such other number of days
specified in the transaction
agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Payments made on behalf of an X
obligor (such as tax or
insurance payments) are made on
or before the related penalty
or expiration dates, as
indicated on the appropriate
bills or notices for such
payments, provided that such
support has been received by
the servicer at least 30
calendar days prior to these
dates, or such other number of
days specified in the
1122(d)(4)(xi) transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Any late payment penalties in X
connection with any payment to
be made on behalf of an obligor
are paid from the Servicer's
funds and not charged to the
obligor, unless the late
payment was due to the
1122(d)(4)(xii) obligor's error or omission.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Disbursements made on behalf of X
an obligor are posted within
two business days to the
obligor's records maintained by
the servicer, or such other
number of days specified in the
1122(d)(4)(xiii) transaction agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Delinquencies, charge-offs and X X
uncollectible accounts are
recognized and recorded in
accordance with the transaction
1122(d)(4)(xiv) agreements.
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
Any external enhancement or X X
other support, identified in
Item 1114(a)(1) through (3) or
Item 1115 of Regulation AB, is
maintained as set forth in the
transaction agreements. (In
this transaction there is no
external enhancement or other
1122(d)(4)(xv) support.)
------------------- --------------------------------- ------------ ------------ ------------ ------------ ------------
EXHIBIT N
FORM OF BACK-UP CERTIFICATION
I.The [ ] agreement dated as of [ ], 200[ ] (the "Agreement"), among [IDENTIFY
PARTIES] I, ________________________________, the _______________________ of [NAME OF
COMPANY], certify to [the Depositor] and the [Master Servicer] [Securities
Administrator] [Trustee], and their officers, with the knowledge and intent that they
will rely upon this certification, that:
(1) I have reviewed the servicer compliance statement of the Company provided in
accordance with Item 1123 of Regulation AB (the "Compliance Statement"), the report on
assessment of the Company's compliance with the servicing criteria set forth in Item 1122(d) of
Regulation AB (the "Servicing Criteria"), provided in accordance with Rules 13a-18 and 15d-18
under Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of
Regulation AB (the "Servicing Assessment"), the registered public accounting firm's attestation
report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section
1122(b) of Regulation AB (the "Attestation Report"), and all servicing reports, officer's
certificates and other information relating to the servicing of the Mortgage Loans by the
Company during 200[ ] that were delivered by the Company to the Depositor and the Securities
Administrator pursuant to the Agreement (collectively, the "Company Servicing Information");
(2) Based on my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period of time covered by the Company Servicing Information;
(3) Based on my knowledge, all of the Company Servicing Information required to be
provided by the Company under the Agreement has been provided to the Depositor and the
Securities Administrator;
(4) I am responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review conducted in preparing
the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing
Assessment or the Attestation Report, the Company has fulfilled its obligations under the
Agreement in all material respects; and
(5) The Compliance Statement required to be delivered by the Company pursuant to the
Agreement, and the Servicing Assessment and Attestation Report required to be provided by the
Company and by any subservicer or subcontractor pursuant to the Agreement, have been provided
to the the Depositor and the Securities Administrator. Any material instances of noncompliance
described in such reports have been disclosed to the the Depositor and the Securities
Administrator. Any material instance of noncompliance with the Servicing Criteria has been
disclosed in such reports.
Date: _________________________
By:
Name: ________________________________
Title: ________________________________
EXHIBIT O
FORM OF TRUSTEE LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that U.S. Bank National Association, a New York banking
corporation, having a place of business at One Federal Street, 3rd Floor, New York, N.Y.10004,
as Trustee (and in no personal or other representative capacity) under the Pooling and
Servicing Agreement, dated as of April 1, 2006, by and among Structured Asset Mortgage
Investments II Inc., the Trustee, Wells Fargo Bank, National Association and EMC Mortgage
Corporation (as amended, restated, supplemented or otherwise modified from time to time, the
"Agreement"; capitalized terms not defined herein have the definitions assigned to such terms in
the Agreement), relating to the Bear Stearns ALT-A Trust 2006-3, Mortgage Pass-Through
Certificates, Series 2006-3, hereby appoints _______________, in its capacity as a Servicer
under the Agreement, as the Trustee's true and lawful Special Attorney-in-Fact, in the
Trustee's name, place and stead and for the Trustee's benefit, but only in its capacity as
Trustee aforesaid, to perform all acts and execute all documents as may be customary, necessary
and appropriate to effectuate the following enumerated transactions in respect of any mortgage,
deed of trust, promissory note or real estate owned from time to time owned (beneficially or in
title, whether the Trustee is named therein as mortgagee or beneficiary or has become mortgagee
or beneficiary by virtue of endorsement, assignment or other conveyance) or held by or
registered to the Trustee (directly or through custodians or nominees), or in respect of which
the Trustee has a security interest or other lien, all as provided under the applicable
Agreement and only to the extent the respective Trustee has an interest therein under the
Agreement, and in respect of which the Servicer is acting as servicer pursuant to the Agreement
(the "Mortgage Documents").
This appointment shall apply to the following enumerated transactions under the Agreement only:
1. The modification or re-recording of any Mortgage Document for the purpose of correcting it to
conform to the original intent of the parties thereto or to correct title errors discovered after title
insurance was issued and where such modification or re-recording does not adversely affect the lien
under the Mortgage Document as insured.
2. The subordination of the lien under a Mortgage Document to an easement in favor of a public
utility company or a state or federal agency or unit with powers of eminent domain including, without
limitation, the execution of partial satisfactions/releases, partial reconveyances and the execution of
requests to trustees to accomplish same.
3. The conveyance of the properties subject to a Mortgage Document to the applicable mortgage
insurer, or the closing of the title to the property to be acquired as real estate so owned, or
conveyance of title to real estate so owned.
4. The completion of loan assumption and modification agreements in respect of Mortgage Documents.
5. The full or partial satisfaction/release of a Mortgage Document or full conveyance upon payment
and discharge of all sums secured thereby, including, without limitation, cancellation of the related
note.
6. The assignment of any Mortgage Document, in connection with the repurchase of the mortgage loan
secured and evidenced thereby.
7. The full assignment of a Mortgage Document upon payment and discharge of all sums secured
thereby in conjunction with the refinancing thereof, including, without limitation, the assignment of
the related note.
8. With respect to a Mortgage Document, the foreclosure, the taking of a deed in lieu of
foreclosure, or the completion of judicial or non-judicial foreclosure or termination, cancellation or
rescission of any such foreclosure, including, without limitation, any and all of the following acts:
a. the substitution of trustee(s) serving under a deed of trust, in accordance with state
law and the deed of trust;
b. the preparation and issuance of statements of breach or non-performance;
c. the preparation and filing of notices of default and/or notices of sale;
d. the cancellation/rescission of notices of default and/or notices of sale;
e. the taking of a deed in lieu of foreclosure; and
f. the preparation and execution of such other documents and performance of such other
actions as may be necessary under the terms of the Mortgage Document or state law to
expeditiously complete said transactions in paragraphs 8(a) through 8(e), above.
9. Demand, sue for, recover, collection and receive each and every sum of money, debt, account and
interest (which now is, or hereafter shall become due and payable) belonging to or claimed by the
Trustee under the Mortgage Documents, and to use or take any lawful means for recovery thereof by legal
process or otherwise.
10. Endorse on behalf of the Trustee all checks, drafts and/or negotiable instruments made payable
to the Trustee in respect of the Mortgage Documents.
The Trustee gives the Special Attorney-in-Fact full power and authority to execute such instruments and
to do and perform all and every act and thing necessary and proper to carry into effect the power or
powers granted by this Limited Power of Attorney, subject to the terms and conditions set forth in the
Agreement including the standard of care applicable to servicers in the Agreement, and hereby does
ratify and confirm what such Special Attorney-in-Fact shall lawfully do or cause to be done by authority
hereof.
IN WITNESS WHEREOF, the Trustee has caused its corporate name and seal to be hereto signed and affixed
and these presents to be acknowledged by its duly elected and authorized officer this ___ day of ___ ,
2006.
U.S. Bank National Association, asTrustee
By:
Name:
Title:
WITNESS: WITNESS:
_______________________________ _______________________________
Name: Name:
Title: Title:
STATE OF NEW YORK
SS
COUNTY OF NEW YORK
On ______________, 2004, before me, the undersigned, a Notary Public in and for said state,
personally appeared __________________, personally known to me to be the person whose name is subscribed
to the within instrument, and such person acknowledged to me that such person executed the within
instrument in such person's authorized capacity, and that by such signature on the within instrument the
entity upon behalf of which such person acted executed the instrument.
WITNESS my hand and official seal.
______________________________
Notary Public
EXHIBIT Q
FORM 10-D, FORM 8-K AND FORM 10-K
REPORTING RESPONSIBILITY
As to each item described below, the entity indicated as the Responsible Party shall be primarily
responsible for reporting the information to the party identified as responsible for preparing the
Securities Exchange Act Reports pursuant to Section 4.18 of the Pooling and Servicing Agreement.
Under Item 1 of Form 10-D: a) items marked "Monthly Statement to Certificateholders" are required to be
included in the periodic Distribution Date statement under Section 6.06, provided by the Securities
Administrator based on information received from the party providing such information; and b) items
marked "Form 10-D report" are required to be in the Form 10-D report but not the Monthly Statements to
Certificateholders, provided by the party indicated. Information under all other Items of Form 10-D is
to be included in the Form 10-D report. All such information and any other Items on Form 8-K and Form
10-D set forth in this Exhibit shall be sent to the Securities Administrator and the Depositor.
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Form Item Description Servicers Master Securities Custodian Trustee Depositor Sponsor
Servicer Administrator
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
----------- ---------------------------------------------------------------------------- --------------- ------------- -------------- ------------
10-D Must be filed within 15 days of the distribution date for the asset-backed (nominal)
securities.
----------- ---------------------------------------------------------------------------- --------------- ------------- -------------- ------------
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
1 Distribution and
Pool Performance
Information
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Item 1121(a) –
Distribution and
Pool Performance
Information
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
(1) Any applicable X
record dates,
accrual dates, (Monthly
determination dates Statements to
for calculating Certificateholders)
distributions and
actual distribution
dates for the
distribution period.
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
(2) Cash flows X
received and the
sources thereof for (Monthly
distributions, fees Statements to
and expenses. Certificateholders)
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
(3) Calculated X
amounts and
distribution of the (Monthly
flow of funds for Statements to
the period itemized Certificateholders)
by type and priority
of payment,
including:
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
(i) Fees or X
expenses accrued and
paid, with an (Monthly
identification of Statements to
the general purpose Certificateholders)
of such fees and the
party receiving such
fees or expenses.
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
(ii) X
Payments accrued or
paid with respect to (Monthly
enhancement or other Statements to
support identified Certificateholders)
in Item 1114 of
Regulation AB (such
as insurance
premiums or other
enhancement
maintenance fees),
with an
identification of
the general purpose
of such payments and
the party receiving
such payments.
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
(iii) X
Principal, interest
and other (Monthly
distributions Statements to
accrued and paid on Certificateholders)
the asset-backed
securities by type
and by class or
series and any
principal or
interest shortfalls
or carryovers.
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
(iv) The X
amount of excess
cash flow or excess (Monthly
spread and the Statements to
disposition of Certificateholders)
excess cash flow.
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
(4) Beginning and X
ending principal
balances of the (Monthly
asset-backed Statements to
securities. Certificateholders)
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
(5) Interest rates X
applicable to the
pool assets and the (Monthly
asset-backed Statements to
securities, as Certificateholders)
applicable. Consider
providing interest
rate information for
pool assets in
appropriate
distributional
groups or
incremental ranges.
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
(6) Beginning and X
ending balances of
transaction (Monthly
accounts, such as Statements to
reserve accounts, Certificateholders)
and material account
activity during the
period.
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
(7) Any amounts X
drawn on any credit
enhancement or other (Monthly
support identified Statements to
in Item 1114 of Certificateholders)
Regulation AB, as
applicable, and the
amount of coverage
remaining under any
such enhancement, if
known and applicable.
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
(8) Number and X Updated pool
amount of pool composition
assets at the (Monthly information
beginning and ending Statements to fields to be
of each period, and Certificateholders) as specified
updated pool by Depositor
composition from time to
information, such as time
weighted average
coupon, weighted
average remaining
term, pool factors
and prepayment
amounts.
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
(9) Delinquency and X X X
loss information for
the period. (Monthly
Statements to
Certificateholders)
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
In addition, X
describe any
material changes to
the information
specified in Item
1100(b)(5) of
Regulation AB
regarding the pool
assets. (methodology)
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
(10) Information on X X X
the amount, terms
and general purpose (Monthly
of any advances made Statements to
or reimbursed during Certificateholders)
the period,
including the
general use of funds
advanced and the
general source of
funds for
reimbursements.
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
(11) Any material X X X
modifications,
extensions or (Monthly
waivers to pool Statements to
asset terms, fees, Certificateholders)
penalties or
payments during the
distribution period
or that have
cumulatively become
material over time.
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
(12) Material X X X X
breaches of pool
asset (if agreed upon
representations or by the parties)
warranties or
transaction
covenants.
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
(13) Information on X
ratio, coverage or
other tests used for (Monthly
determining any Statements to
early amortization, Certificateholders)
liquidation or other
performance trigger
and whether the
trigger was met.
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
(14) Information X
regarding any new
issuance of
asset-backed
securities backed by
the same asset pool,
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
information X X X X
regarding any
pool asset
changes (other
than in
connection
with a pool
asset
converting
into cash in
accordance
with its
terms), such
as additions
or removals in
connection
with a
prefunding or
revolving
period and
pool asset
substitutions
and
repurchases
(and purchase
rates, if
applicable),
and cash flows
available for
future
purchases,
such as the
balances of
any prefunding
or revolving
accounts, if
applicable.
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Disclose any X X
material
changes in the
solicitation,
credit-granting,
underwriting,
origination,
acquisition or
pool selection
criteria or
procedures, as
applicable,
used to
originate,
acquire or
select the new
pool assets.
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Item 1121(b) – X
Pre-Funding or
Revolving Period
Information
Updated pool
information as
required under Item
1121(b).
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
2 Legal Proceedings
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Item 1117 – Legal
proceedings pending
against the
following entities,
or their respective
property, that is
material to
Certificateholders,
including
proceedings known to
be contemplated by
governmental
authorities:
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Sponsor (Seller) X
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Depositor X
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Trustee
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Issuing entity X
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Master Servicer, X X
affiliated Servicer,
other Servicer
servicing 20% or
more of pool assets
at time of report,
other material
servicers
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Securities X
Administrator
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Originator of 20% or X
more of pool assets
as of the Cut-off
Date
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Custodian X
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
3 Sales of Securities
and Use of Proceeds
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Information from X
Item 2(a) of Part II
of Form 10-Q:
With respect to any
sale of securities
by the sponsor,
depositor or issuing
entity, that are
backed by the same
asset pool or are
otherwise issued by
the issuing entity,
whether or not
registered, provide
the sales and use of
proceeds information
in Item 701 of
Regulation S-K.
Pricing information
can be omitted if
securities were not
registered.
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
4 Defaults Upon Senior
Securities
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Information from X
Item 3 of Part II of
Form 10-Q:
Report the
occurrence of any
Event of Default
(after expiration of
any grace period and
provision of any
required notice)
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
5 Submission of
Matters to a Vote of
Security Holders
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Information from X
Item 4 of Part II of
Form 10-Q
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
6 Significant Obligors
of Pool Assets
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Item 1112(b) – X
Significant Obligor
Financial
Information*
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
*This information
need only be
reported on the Form
10-D for the
distribution period
in which updated
information is
required pursuant to
the Item.
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
7 Significant
Enhancement Provider
Information
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Item 1114(b)(2) –
Credit Enhancement
Provider Financial
Information*
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Determining X
applicable
disclosure
threshold
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Obtain X
required
financial
information or
effecting
incorporation
by reference
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Item 1115(b) –
Derivative
Counterparty
Financial
Information*
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Determining X
current
maximum
probable
exposure
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Determining X
current
significance
percentage
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Notify X
derivative
counterparty
of
significance
percentage and
request
required
financial
information
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Obtain X
required
financial
information or
effecting
incorporation
by reference
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
*This information
need only be
reported on the Form
10-D for the
distribution period
in which updated
information is
required pursuant to
the Items.
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
8 Other Information
----------- ------- ---------------------- ------------- ----------- ------------------- --------------- ------------- -------------- ------------
Disclose any The Responsible Party for the applicable Form 8-K item as indicated below.
information required
to be reported on
Form 8-K during the
period covered by
the Form 10-D but
not reported
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
9 Exhibits
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Distribution report X
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Exhibits required by X
Item 601 of
Regulation S-K, such
as material
agreements
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
----------- --------------------------------------------------------------------------- ---------------- ------------- -------------- ------------
8-K Must be filed within four business days of an event reportable on Form
8-K.
----------- --------------------------------------------------------------------------- ---------------- ------------- -------------- ------------
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
1.01 Entry into a
Material Definitive
Agreement
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Disclosure is X X X X X
required regarding
entry into or
amendment of any
definitive agreement
that is material to
the securitization,
even if depositor is
not a party.
Examples: servicing
agreement, custodial
agreement.
Note: disclosure not
required as to
definitive
agreements that are
fully disclosed in
the prospectus
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
1.02 Termination of a X X X X X
Material Definitive
Agreement
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Disclosure is
required regarding
termination of any
definitive agreement
that is material to
the securitization
(other than
expiration in
accordance with its
terms), even if
depositor is not a
party.
Examples: servicing
agreement, custodial
agreement.
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
1.03 Bankruptcy or
Receivership
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Disclosure is X X X X X X
required regarding
the bankruptcy or
receivership, if
known to the Master
Servicer, with
respect to any of
the following:
Sponsor (Seller),
Depositor, Master
Servicer, affiliated
Servicer, other
Servicer servicing
20% or more of pool
assets at time of
report, other
material servicers,
Certificate
Administrator,
Trustee, significant
obligor, credit
enhancer (10% or
more), derivatives
counterparty,
Custodian
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
2.04 Triggering Events
that Accelerate or
Increase a Direct
Financial Obligation
or an Obligation
under an Off-Balance
Sheet Arrangement
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Includes an early X X
amortization,
performance trigger
or other event,
including event of
default, that would
materially alter the
payment
priority/distribution
of cash
flows/amortization
schedule.
Disclosure will be
made of events other
than waterfall
triggers which are
disclosed in the
Monthly Statement to
Certificateholders
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
3.03 Material
Modification to
Rights of Security
Holders
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Disclosure is X X
required of any
material
modification to
documents defining
the rights of
Certificateholders,
including the
Pooling and
Servicing Agreement
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
5.03 Amendments to
Articles of
Incorporation or
Bylaws; Change in
Fiscal Year
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Disclosure is X
required of any
amendment "to the
governing documents
of the issuing
entity"
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
5.06 Change in Shell
Company Status
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
[Not applicable to X
ABS issuers]
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
6.01 ABS Informational
and Computational
Material
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
[Not included in X
reports to be filed
under Section 3.18]
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
6.02 Change of Servicer
or Trustee
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Requires disclosure X X X X
of any removal,
replacement,
substitution or
addition of any
master servicer,
affiliated servicer,
other servicer
servicing 10% or
more of pool assets
at time of report,
other material
servicers,
certificate
administrator or
trustee.
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Reg AB disclosure X
about any new
servicer is also
required.
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Reg AB disclosure X
about any new (to the
trustee is also extent of a
required. new trustee)
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Reg AB disclosure X
about any new
securities
administrator is
also required.
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
6.03 Change in Credit
Enhancement or Other
External Support [In
this transaction
there is no external
enhancement or other
support.]
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Covers termination X X
of any enhancement
in manner other than
by its terms, the
addition of an
enhancement, or a
material change in
the enhancement
provided. Applies
to external credit
enhancements as well
as derivatives.
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Reg AB disclosure X X
about any new
enhancement provider
is also required.
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
6.04 Failure to Make a X
Required Distribution
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
6.05 Securities Act
Updating Disclosure
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
If any material pool X
characteristic
differs by 5% or
more at the time of
issuance of the
securities from the
description in the
final prospectus,
provide updated Reg
AB disclosure about
the actual asset
pool.
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
If there are any new X
servicers or
originators required
to be disclosed
under Regulation AB
as a result of the
foregoing, provide
the information
called for in Items
1108 and 1110
respectively.
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
7.01 Regulation FD X X X X
Disclosure
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
8.01 Other Events
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Any event, with X
respect to which
information is not
otherwise called for
in Form 8-K, that
the registrant deems
of importance to
security holders.
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
9.01 Financial Statements The Responsible Party applicable to reportable event.
and Exhibits
----------- ------- ---------------------- -------------------------------------------------------------------------------------------------------
10-K Must be filed within 90 days of the fiscal year end for the registrant.
----------- --------------------------------------------------------------------------- ---------------- ----------- ---------------- ------------
9B Other Information
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ----------- ---------------- ------------
Disclose any The Responsible Party for the applicable Form 8-K item as indicated above.
information required
to be reported on
Form 8-K during the
fourth quarter
covered by the Form
10-K but not reported
----------- ------- ---------------------- -------------------------------------------------------------------------------------------------------
15 Exhibits and
Financial Statement
Schedules
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Item 1112(b) – X
Significant Obligor
Financial Information
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Item 1114(b)(2) –
Credit Enhancement
Provider Financial
Information
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Determining X
applicable
disclosure
threshold
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Obtain required X
financial
information or
effecting
incorporation
by reference
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Item 1115(b) –
Derivative
Counterparty
Financial Information
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Determining X
current maximum
probable
exposure
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Determining X
current
significance
percentage
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Notify X
derivative
counterparty of
significance
percentage and
request
required
financial
information
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Obtain required X
financial
information or
effecting
incorporation
by reference
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Item 1117 – Legal
proceedings pending
against the
following entities,
or their respective
property, that is
material to
Certificateholders,
including
proceedings known to
be contemplated by
governmental
authorities:
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Sponsor (Seller) X
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Depositor X
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Trustee
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Issuing entity X
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Master Servicer, X X
affiliated Servicer,
other Servicer
servicing 20% or
more of pool assets
at time of report,
other material
servicers
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Securities X
Administrator
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Originator of 20% or X
more of pool assets
as of the Cut-off
Date
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Custodian X
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Item 1119 –
Affiliations and
relationships
between the
following entities,
or their respective
affiliates, that are
material to
Certificateholders:
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Sponsor (Seller) X
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Depositor X
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Trustee
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Master Servicer, X X
affiliated Servicer,
other Servicer
servicing 20% or
more of pool assets
at time of report,
other material
servicers
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Securities X
Administrator
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Originator X
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Custodian X
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Credit X
Enhancer/Support
Provider
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Significant Obligor X
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Item 1122 – X X X X
Assessment of
Compliance with
Servicing Criteria
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
Item 1123 – Servicer X X
Compliance Statement
----------- ------- ---------------------- ------------- ----------- ------------------ ---------------- ------------- -------------- ------------
EXHIBIT R
ADDITIONAL DISCLOSURE INFORMATION
Structured Asset Mortgage Invesments II Inc.
383 Madison Avenue
New York, New York10179
Fax: (212) 272 - 2000
E-mail: regabnotification@bear.com
Wells Fargo Bank, N.A. as [Securities Administrator]
9062 Old Annapolis Road
Columbia, Maryland21045
Fax: (410) 715-2380
E-mail: cts.sec.notifications@wellsfargo.com
Attn: Corporate Trust Services – BSALTA 2006-5- SEC REPORT PROCESSING
RE: **Additional Form [ ] Disclosure**Required
Ladies and Gentlemen:
In accordance with Section 3.18 of the Pooling and Servicing Agreement, dated as of July 1,2006, among EMC Mortgage Corporation, as Sponsor and Company, Wells Fargo Bank, National Association, as
Master Servicer and Securities Administrator and Citibank, N.A. as Trustee. The undersigned hereby
notifies you that certain events have come to our attention that [will][may] need to be disclosed on
Form [ ].
Description of Additional Form [ ] Disclosure:
List of Any Attachments hereto to be included in the Additional Form [ ] Disclosure:
Any inquiries related to this notification should be directed to [ ], phone number: [ ];
email address: [ ].
[NAME OF PARTY]
as [role]
By: __________________
Name:
Title:
EXHIBIT S
FORM OF CERTIFICATION
Re: Bear Stearns ALT-A Trust 2006-3 (the "Trust"), Asset-Backed Certificates,
Series 2006-1, issued pursuant to the Pooling and Servicing Agreement, dated as of April 1,2006, among Structured Asset Mortgage Investments II Inc., the company, EMC Mortgage
Corporation, Wells Fargo Bank, N.A., as master servicer and securities administrator (the
"Securities Administrator"), and U.S. Bank N.A., as trustee (the "Trustee").
The Securities Administrator hereby certifies to the Depositor, and its officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this certification, that:
(1) I have reviewed the annual report on Form 10-K for the fiscal year [____] (the "Annual
Report"), and all reports on Form 10-D required to be filed in respect of period covered by the Annual
Report (collectively with the Annual Report, the "Reports"), of the Trust;
(2) To my knowledge, (a) the Reports, taken as a whole, do not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the
period covered by the Annual Report, and (b) the Securities Administrator's assessment of compliance and
related attestation report referred to below, taken as a whole, do not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered
by such assessment of compliance and attestation report;
(3) To my knowledge, the distribution information required to be provided by the
Securities Administrator under the Pooling and Servicing Agreement for inclusion in the Reports is
included in the Reports;
(4) I am responsible for reviewing the activities performed by the Securities
Administrator under the Pooling and Servicing Agreement, and based on my knowledge and the compliance
review conducted in preparing the compliance statement of the Securities Administrator required by the
Pooling and Servicing Agreement, and except as disclosed in the Reports, the Securities Administrator
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects; and
(5) The report on assessment of compliance with servicing criteria applicable to the
Securities Administrator for asset-backed securities of the Securities Administrator and each
Subcontractor utilized by the Securities Administrator and related attestation report on assessment of
compliance with servicing criteria applicable to it required to be included in the Annual Report in
accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been included as
an exhibit to the Annual Report. Any material instances of non-compliance are described in such report
and have been disclosed in the Annual Report.
In giving the certifications above, the Securities Administrator has reasonably relied on information
provided to it by the following unaffiliated parties: [names of servicer(s), master servicer,
subservicer, depositor, trustee, custodian(s)]
Date:
[Signature]
[Title]
Dates Referenced Herein and Documents Incorporated by Reference
